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) September 26, 2024

__________________________________________________________________________

Main Street Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland	001-33723	41-2230745
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	1300 Post Oak Boulevard, 8th Floor, Houston, Texas	77056
---	---
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 713-350-6000

Not Applicable

___________________________________________________________________________________

(Former name or former address, if changed since last report)

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MAIN	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 1.01. Entry into a Material Definitive Agreement.

On September 26, 2024, Main Street Capital Corporation (“Main Street”), through its wholly owned subsidiary MSCC Funding I, LLC (“MSCC Funding”), entered into that certain Second Amendment (the “Amendment”) to the Revolving Credit and Security Agreement dated as of November 22, 2022 (as amended, supplemented and restated prior to the Amendment, the “Credit Amendment” and, as amended by the Amendment, the “SPV Facility”), among MSCC Funding, as borrower, the lenders from time to time party thereto, Main Street, as collateral manager, Truist Bank (“Truist”), acting as administrative agent and swingline lender, Citibank, N.A., acting as collateral agent, document custodian and custodian, and Virtus Group, L.P., as collateral administrator.

The Amendment amended the Credit Agreement as follows: (i) increased the total commitments from $430.0 million to $600.0 million, (ii) increased the accordion feature providing MSCC Funding with the right to request increases in commitments under the facility, subject to the satisfaction of various conditions, from new and existing lenders on the same terms and conditions as the existing commitments to up to a total of $800.0 million, (iii) extended the revolving period from November 2025 to September 2027, (iv) extended the final maturity date from November 2027 to September 2029, (v) decreased the interest rate to one-month term SOFR plus an applicable margin of (a) 2.35% during the revolving period (from 2.50% plus a 0.10% credit spread adjustment, or 2.60% in total), (b) 2.475% for the first year following the end of the revolving period (from 2.625%) and (c) 2.60% for the second year following the end of the revolving period (from 2.75%), and (vi) other changes as described in the Amendment.

Affiliates of Truist and certain other lenders under the SPV Facility from time to time receive customary fees and expenses in the performance of investment banking, financial advisory or other services for Main Street.

The above summary is not complete and is qualified in its entirety to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is incorporated by reference herein.

Item 8.01. Other Events.

On October 1, 2024, Main Street issued a press release related to the Amendment. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

10.1	Second Amendment, dated as of September 26, 2024, to Credit Agreement by and among MSCC Funding I, LLC, as the borrower, Main Street Capital Corporation, as the collateral manager, the lenders from time to time party thereto, Truist Bank, as administrative agent and swingline lender, Citibank, N.A., as collateral agent, document custodian and custodian, and Virtus Group, L.P., as collateral administrator
99.1	Press Release dated October 1, 2024
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

10.1

Second Amendment, dated as of September 26, 2024, to Credit Agreement by and among MSCC Funding I, LLC, as the borrower, Main Street Capital Corporation, as the collateral manager, the lenders from time to time party thereto, Truist Bank, as administrative agent and swingline lender, Citibank, N.A., as collateral agent, document custodian and custodian, and Virtus Group, L.P., as collateral administrator

99.1

Press Release dated October 1, 2024

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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.

	Main Street Capital Corporation
Date: October 1, 2024	By:	/s/ Jason B. Beauvais
		Name: Jason B. Beauvais
		Title: General Counsel

Exhibit 10.1 (September 2024 SPV Amendment) Exhibit 10.1

EXECUTION COPY

SECOND AMENDMENT TO CREDIT AGREEMENT

(MSCC FUNDING I, LLC)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 26,

2024 (this “Amendment”), is entered into by and among MSCC FUNDING I, LLC, a Delaware

limited liability company, as borrower (the “Borrower”), MAIN STREET CAPITAL

CORPORATION, a Maryland corporation, as collateral manager (the “Collateral Manager”),

VIRTUS GROUP, LP, as collateral administrator (the “Collateral Administrator”), CITIBANK,

N.A., as collateral agent (in such capacity, the “Collateral Agent”), the Lenders party hereto, and

TRUIST BANK, as administrative agent (in such capacity, the “Administrative Agent”) and

swingline lender (in such capacity, the “Swingline Lender”).

RECITALS

WHEREAS, the above named parties have entered into that certain Revolving Credit and

Security Agreement, dated as of November 22, 2022 (as amended, restated, supplemented or

modified through the date hereof, the “Agreement”), by and among the Borrower, the Collateral

Manager, the Collateral Administrator, each of the Lenders from time to time party thereto, the

Administrative Agent, the Swingline Lender, the Collateral Agent and Citibank, N.A., as

Document Custodian and Custodian; and

WHEREAS, pursuant to and in accordance with Section 16.01 of the Agreement, the

parties hereto desire to amend the Agreement in certain respects as provided herein.

WHEREAS, each Lender has consented to this Amendment.

NOW, THEREFORE, based upon the above Recitals, the mutual promises and

agreements contained herein and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound,

hereby agree as follows:

SECTION 1. Definitions and Interpretation.

Each capitalized term used but not defined herein has the meaning ascribed thereto in the

Agreement. The rules of construction set forth in Section 1.02 of the Agreement are hereby

incorporated as if fully set forth herein.

SECTION 2. Amendments.

With effect as of the Effective Date, the Agreement, including the Exhibits and Schedules

attached thereto, is hereby amended as indicated in the attached Annex A with the text marked in

underline indicating additions and with the text marked in strike through indicating deletions to

the Agreement.

SECTION 3. Agreement in Full Force and Effect as Amended.

Except as specifically amended hereby, all provisions of the Agreement shall remain in

full force and effect. This Amendment shall not be deemed to expressly or impliedly waive,

771639224 22723957

Second Amendment to Credit Agreement

amend or supplement any provision of the Agreement other than as expressly set forth herein and

shall not constitute a novation of the Agreement.

SECTION 4. Representations and Warranties.

Each of the Borrower and Collateral Manager hereby represents and warrants as of the

date of this Amendment as follows:

(a)

this Amendment has been duly executed and delivered by it;

(b)

this Amendment constitutes its legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of

creditors’ rights generally or by general principles of equity;

(c)

each of the representations and warranties of the Borrower and the Collateral

Manager contained in the Facility Documents are true and correct in all material respects as of

the date of this Amendment (except to the extent such representations and warranties expressly

relate to any earlier date, in which case such representations and warranties are true and correct

in all material respects as of such earlier date as if made on such date); and

(d)

after giving effect to this Amendment, there is no Default, Event of Default,

Potential Collateral Manager Termination Event or Collateral Manager Termination Event that is

continuing or would result from entering into this Amendment.

SECTION 5. Conditions to Effectiveness.

This Amendment shall become effective on the date upon which each of the following

conditions precedent has been satisfied (the “Effective Date”):

(a)

receipt by the Administrative Agent and the Lenders of executed counterparts of:

(i)

this Amendment;

(ii)

the Amended and Restated Lender Fee Letter, dated as of the date hereof

(the “Lender Fee Letter”), by and among the Lenders and the Borrower, as agreed to and

acknowledged by the Administrative Agent;

(b)

receipt by the Administrative Agent of a legal opinion delivered by Dechert LLP,

in form and substance reasonably acceptable to the Administrative Agent;

(c)

receipt by the Lenders of the fees payable on the date hereof as specified in the

Lender Fee Letter to the extent invoiced at least one (1) Business Day prior to the Effective Date;

(d)

receipt by Mayer Brown LLP of its reasonable and documented fees and

out-of-pocket expenses incurred in connection with the closing of the transactions contemplated

by this Amendment to the extent invoiced at least one (1) Business Day prior to the Effective

771639224 22723957

Date; and

(e)

payment of all fees and other amounts due and payable on or prior to the date

hereof pursuant to the Facility Documents.

SECTION 6. Miscellaneous.

(a)

This Amendment may be executed in any number of counterparts and by different

parties hereto on separate counterparts, each of which counterparts, when so executed and

delivered, shall be deemed to be an original and all of which counterparts, taken together, shall

constitute but one and the same agreement. Delivery of an executed signature page of this

Amendment by facsimile or other electronic transmission shall be effective as delivery of a

manually executed counterpart hereof.

The words “execution,” “signed,” “signature,”

“delivery,” and words of like import in or relating to any document to be signed in connection

with this Amendment and all other documents to be executed in connection with this

Amendment shall be deemed to include Electronic Signatures, deliveries 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, physical delivery thereof 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; provided that nothing herein shall require the

Administrative Agent to accept Electronic Signatures in any form or format without its prior

written consent (it being understood that the Administrative Agent has agreed, for purposes of

this Amendment and all other documents to be executed in connection with this Amendment, to

accept Electronic Signatures delivered via “Adobe Sign” or “Docusign”). For purposes of this

Amendment and all other documents to be executed in connection with this Amendment,

“Electronic Signature” means an electronic symbol or process attached to, or associated with, a

contract or other record and adopted by a Person with the intent to sign, authenticate or accept

such contract or record. Each party agrees that this Amendment and all other documents to be

executed in connection with this Amendment may be electronically signed, and that any

Electronic Signatures appearing on this Amendment and all other documents to be executed in

connection with this Amendment are the same as handwritten signatures for the purposes of

validity, enforceability, and admissibility.

(b)

This Amendment may not be amended or otherwise modified except as provided

in the Agreement.

(c)

The failure or unenforceability of any provision hereof shall not affect the other

provisions of this Amendment.

(d)

This Amendment is a Facility Document and all references to a “Facility

Document” in the Agreement and the other Facility Documents shall be deemed to include this

Amendment.

(e)

This Amendment represents the final agreement between the parties only with

respect to the subject matter expressly covered hereby and may not be contradicted by evidence

771639224 22723957

of prior, contemporaneous or subsequent oral agreements between the parties. There are no

unwritten oral agreements between the parties.

(f)

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE

PARTIES UNDER THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE

OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED

UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER

FACILITY DOCUMENT (EXCEPT, AS TO ANY OTHER FACILITY DOCUMENT, AS

EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED

HEREBY AND THEREBY SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

(g)

Each of the Borrower, the Collateral Manager, the Administrative Agent, and the

Lenders hereby consents to and directs each of the Collateral Administrator and the Collateral

Agent to execute this Amendment and acknowledges and agrees that each of the Collateral

Administrator and the Collateral Agent shall be fully protected in relying upon the foregoing

consent and direction and hereby releases each of the Collateral Administrator and the Collateral

Agent and its respective officers, directors, agents, employees and shareholders, as applicable,

from any liability for complying with such direction, including but not limited to any claim that

this Amendment is not authorized or permitted by the Agreement or the Facility Documents or

any claim that some or all of the conditions precedent to the execution of this Amendment have

not been complied with. Each of the Collateral Administrator and the Collateral Agent are

entitled to the benefit of every provision of the Agreement relating to the conduct of, affecting

the liability of or affording protection to the Collateral Administrator and the Collateral Agent in

entering into this Amendment.

[Signature Pages Follow]

771639224 22723957

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed

by their respective officers thereunto duly authorized, as of the date first written above.

BORROWER:

MSCC FUNDING I, LLC

By: Main Street Capital Corporation, its sole

member

By:

Name: Ryan R. Nelson

Title: Chief Financial Officer and

Treasurer

COLLATERAL MANAGER:

MAIN STREET CAPITAL CORPORATION

By:

Name: Ryan R. Nelson

Title: Chief Financial Officer and

Treasurer

Second Amendment to Credit Agreement

/s/ Ryan R. Nelson

COLLATERAL ADMINISTRATOR:

VIRTUS GROUP, LP

By: Rocket Partners Holdings, LLC, its General

Partner

By:__________________________________

Lisa Baltagi

Authorized Signatory

Name:

Title:

COLLATERAL AGENT:

Second Amendment to Credit Agreement

/s/ Lisa Baltagi

CITIBANK, N.A.

Name:

Title:

Azeneth Olvera-Bravo

Senior Trust Officer

By:__________________________________

/s/ Azeneth Olvera-Bravo

ADMINISTRATIVE AGENT,

SWING LINE LENDER AND

LENDER:

TRUIST BANK

Name: Emily Shields

Title: Managing Director

Second Amendment to Credit Agreement

By:__________________________________

/s/ Emily Shields

LENDER:

FIRST FINANCIAL BANK

LENDER:

ZIONS BANCORPORATIONN.A. DBA

AMEGYBANK

Second Amendment to Credit Agreement

Name: Michael Mendanhall

Title: Managing Director

By:__________________________________

/s/ Michael Mendanhall

Joseph K. Kotusky

First Vice President

By:__________________________________

/s/ Joseph K. Kotusky

APPLE BANK FOR SAVINGS

Name:

Title:

Name:Brad Ellis

Title: SVP

By:__________________________________

/s/ Brad Ellis

LENDER:

EVERBANK, N.A.

Name: Martin O'Brien

Title: Director

LENDER:

WESTERN ALLIANCE BANK

Second Amendment to Credit Agreement

By:__________________________________

/s/ Martin O'Brien

Title:

Managing Director

By:__________________________________

/s/ Grant Pritchard

Name: Grant Pritchard

ANNEX A

See Attached

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CONFORMED THROUGH FIRSTSECOND AMENDMENT

Revolving Credit and Security Agreement

among

MSCC FUNDING I, LLC,

as Borrower,

Main Street Capital Corporation,

as Collateral Manager

the Lenders from time to time parties hereto,

Truist Bank,

as Administrative Agent and Swingline Lender

CITIBANK, N.A.,

as Collateral Agent, as Document Custodian and as Custodian

and

Virtus Group, LP,

as Collateral Administrator

Dated as of November 22, 2022

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Table of Contents

Section

Heading

Page

ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS1

Section 1.01.

Section 1.02.

Section 1.03.

Section 1.04.

Section 1.05.

Section 1.06.

Definitions1

Rules of Construction58

Computation of Time Periods58

Collateral Value Calculation Procedures59

Divisions60

Rates61

ARTICLE II ADVANCES61

Section 2.01.

Section 2.02.

Section 2.03.

Section 2.04.

Section 2.05.

Section 2.06.

Section 2.07.

Section 2.08.

Section 2.09.

Section 2.10.

Section 2.11.

Revolving Credit Facility

Making of the Advances62

Evidence of Indebtedness62

Payment of Principal and Interest63

Prepayment of Advances64

Changes of Commitments65

Maximum Lawful Rate65

Several Obligations65

Increased Costs66

Compensation; Breakage Payments67

Illegality; Inability to Determine Rates; Benchmark

Replacement Setting68

Rescission or Return of Payment70

Past Due Interest71

Payments Generally71

Section 2.12.

Section 2.13.

Section 2.14.

Section 2.15.

Section 2.16.

Section 2.17.

Section 2.18.

Refunding of Swingline Advances.

Defaulting Lenders72

Replacement of Lenders.

Increase in Facility Amount75

ARTICLE III CONDITIONS PRECEDENT76

Section 3.01.

Section 3.02.

Conditions Precedent to Initial Advances76

Conditions Precedent to Each Borrowing78

ARTICLE IV REPRESENTATIONS AND WARRANTIES79

Section 4.01.

Section 4.02.

Representations and Warranties of the Borrower79

Representations and Warranties of the Collateral Manager83

ARTICLE V COVENANTS86

Section 5.01.

Section 5.02.

Section 5.03.

Section 5.04.

Section 5.05.

Affirmative Covenants of the Borrower86

Negative Covenants of the Borrower91

Affirmative Covenants of the Collateral Manager94

Negative Covenants of the Collateral Manager97

Certain Undertakings Relating to Separateness97

ARTICLE VI EVENTS OF DEFAULT99

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Section 6.01.

Section 6.02.

Events of Default99

Collateral Manager Termination Events103

ARTICLE VII PLEDGE OF COLLATERAL; RIGHTS OF THE COLLATERAL

AGENT104

Section 7.01.

Section 7.02.

Section 7.03.

Section 7.04.

Section 7.05.

Section 7.06.

Section 7.07.

Grant of Security104

Release of Security Interest106

Rights and Remedies106

Remedies Cumulative107

other Facility Documents.

“Collateral Default Ratio” means, on any date of determination, the percentage

equivalent of a fraction (i) the numerator of which is equal to the sum for each Collateral Loan

that became a Defaulted Collateral Loan after the Closing Date during the immediately prior

12-month period (or such shorter period as shall have elapsed since the Closing Date) of the

product of (a) the Principal Balance of such Collateral Loan multiplied by (b) 1 minus the

applicable Recovery Rate for each such Collateral Loan, and (ii) the denominator of which is

equal to (a) the sum of the Principal Balances of all Eligible Collateral Loans as of the first day

of each month during the immediately preceding 12 months (or such shorter period as shall have

elapsed since the Closing Date), divided by (b) 12; provided that, for purposes of calculating the

Collateral Default Ratio, (x) for any date of determination during the Ramp-Up Period, the

denominator in the preceding clause (ii) shall be deemed to equal the Facility Amount then in

effect, and (y) for any date of determination after the Ramp-Up Period, if the immediately prior

12-month period includes dates occurring during the Ramp-Up Period, the calculation solely

with respect to the denominator shall be equal to the average Aggregate Principal Balances of all

Eligible Collateral Loans as of the first day of each calendar month occurring after the Ramp-Up

Period.

“Collateral Interest Amount” means, as of any date of determination, without

duplication, the aggregate amount of Interest Proceeds that has been received or that is expected

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to be received according to the Related Documents (other than Interest Proceeds expected to be

received from Defaulted Collateral Loans, Ineligible Collateral Loans or Interest Proceeds the

Collateral Manager does not expect to be received on schedule), in each case during the

Collection Period (and, if such Collection Period does not end on a Business Day, the next

succeeding Business Day) in which such date of determination occurs.

“Collateral Loan” means a loan, debt obligation or debt security acquired by the

Borrower.

“Collateral Management Fees” means, collectively, Senior Collateral Management Fees

and Subordinated Collateral Management Fees.

“Collateral Management Standard” means, with respect to any Collateral Loans

included in the Collateral, to service and administer such Collateral Loans in accordance with the

Related Documents and all customary and usual servicing practices (a) which are consistent with

the higher of: (i) the customary and usual servicing practices that a prudent loan investor or

lender would use in servicing loans like the Collateral Loans for its own account, and (ii) the

same care, skill, prudence and diligence with which the Collateral Manager services and

administers loans for its own account or for the account of others with similar investment

objectives and strategies; and (b) without regard to: (i) any relationship that the Collateral

Manager or any Affiliate of the Collateral Manager may have with any Obligor or any Affiliate

of any Obligor, (ii) the Collateral Manager’s obligations to incur servicing and administrative

expenses with respect to a Collateral Loan, (iii) the Collateral Manager’s right to receive

compensation for its services hereunder or with respect to any particular transaction, (iv) the

ownership by the Collateral Manager or any Affiliate thereof of any retained interest or one or

more loans of the same class as any Collateral Loans, (v) the ownership, servicing or

management for others by the Collateral Manager of any other loans or property by the Collateral

Manager, or (vi) any relationship that the Collateral Manager or any Affiliate of the Collateral

Manager may have with any holder of other loans of the Obligor with respect to such Collateral

Loans.

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

Agreement.

“Collateral Manager Expense Cap” means, for any rolling twelve (12) month period,

Collateral Manager Expenses in an amount equal to $100,000.

“Collateral Manager Expenses” means, for any Interest Accrual Period, the out-

of-pocket expenses incurred by the Collateral Manager in connection with the Facility

Documents.

“Collateral Manager Termination Event” means the occurrence of any of the events, acts

or circumstances set forth in Section 6.02.

“Collateral Manager Termination Notice” has the meaning assigned to such term in

Section 6.02.

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“Collateral Quality Test” means a test that is satisfied if, as of any date of determination

after the end of the Ramp-Up Period, in the aggregate, the Collateral Loans owned (or, in relation

to a proposed purchase of a Collateral Loan, both owned and proposed to be owned) by the

Borrower satisfy, or if not satisfy, maintain or improve, each of the tests set forth below,

calculated, in each case, in accordance with Section 1.04:

(a)

the Weighted Average Spread Test;

(b)

the Weighted Average Coupon Test;

(c)

the Weighted Average Life Test; and

(d)

the Weighted Average EBITDA Test.

For the avoidance of doubt, the Collateral Quality Tests shall be deemed inapplicable during the

Ramp-Up Period.

“Collection Account” has the meaning assigned to such term in Section 8.02 and

includes the Principal Collection Account and the Interest Collection Account.

“Collection Date” means the date on which the aggregate outstanding principal amount

of the Advances have been repaid in full and all Interest and fees and all other Obligations (other

than contingent indemnification and reimbursement obligations which are unknown, unmatured

and/or for which no claim giving rise thereto has been asserted) have been paid in full, and the

Borrower shall have no further right to request any additional Advances.

“Collection Period” means, with respect to any Payment Date, the period commencing

the day immediately following the prior Collection Period (or on the Closing Date, in the case of

the Collection Period relating to the first Payment Date) and ending eight (8) Business Days after

the last day of the month or, in the case of the Collection Period immediately preceding the Final

Maturity Date or the Collection Period immediately preceding an optional prepayment in whole

of the Advances, ending on the Business Day preceding the Final Maturity Date or the date of

such prepayment, respectively.

“Collections” means all cash collections, distributions, payments and other amounts

received, and to be received, by the Borrower from any Person in respect of any Collateral Loans

constituting Collateral, including all principal, interest, fees, distributions and redemption and

withdrawal proceeds payable to the Borrower under or in connection with any such Collateral

Loans and all Proceeds from any sale or disposition of any such Collateral Loans.

“Commitment” means, as to each Lender, the obligation of such Lender to make, on and

subject to the terms and conditions hereof, Advances to the Borrower pursuant to Section 2.01 in

an aggregate principal amount at any one time outstanding for such Lender up to but not

exceeding the amount set forth opposite the name of such Lender on Schedule 1 or in the

Assignment and Acceptance or Lender Joinder Agreement pursuant to which such Lender shall

have assumed its Commitment, as applicable, as such amount may be reduced from time to time

771643024 22723957

pursuant to Section 2.06, increased from time to time pursuant to Section 2.18 or increased or

reduced from time to time pursuant to assignments effected in accordance with Section 16.06.

“Commitment Fees” has the meaning assigned to such term in the Lender Fee Letter.

“Commitment Termination Date” means the last day of the Reinvestment Period.

“Concentration Limitations” means, as of any date of determination, the following

limitations (calculated without duplication) as applied to the Aggregate Collateral Balance of the

Eligible Collateral Loans (including, for Delayed Drawdown Collateral Loans and Revolving

Collateral Loans, the unfunded commitments thereunder) owned (or, in relation to a proposed

purchase of an Eligible Collateral Loan, proposed to be owned) by the Borrower, calculated as a

percentage of (i) during the Ramp-Up Period, the Facility Amount then in effect and (ii)

thereafter, the Aggregate Principal Balance of all Eligible Collateral Loans (including, for

Delayed Drawdown Collateral Loans and Revolving Collateral Loans, the unfunded

commitments thereunder) owned by the Borrower (after giving effect to any proposed purchase

of Eligible Collateral Loans):

(a)

not more than 5.00% may consist of Collateral Loans that are issued by a

single Obligor and its Affiliates, except that (i) up to 6.67% may consist of Collateral

Loans issued by each of the three largest single Obligors and their respective Affiliates

and (ii) up to 6.0% may consist of Collateral Loans issued by each of the fourth and fifth

largest single Obligors and their respective affiliates;

(b)

not more than 10.00% may consist of Collateral Loans that are issued by

Obligors and their Affiliates that belong to any single GICS Industry Group

Classification, except that (i) up to 25.00% may consist of Collateral Loans with Obligors

and their Affiliates in the largest GICS Industry Group Classification and (ii) up to

15.00% may consist of Collateral Loans with Obligors and their Affiliates in each of the

second and third largest GICS Industry Group Classifications;

(c)

not more than 10.00% may consist of Second Lien Loans and Split Lien

Loans, collectively; provided that not more than 5.00% may consist of Second Lien

Loans;

(d)

not more than 5.00% may consist of DIP Loans;

(e)

not more than 10.00% may consist of Collateral Loans whose Obligors are

domiciled in Canada;

(f)

not more than 10.00% may consist of Partial PIK Loans;

(g)

not more than 20.00% may consist of Revolving Collateral Loans and

Delayed Drawdown Collateral Loans, collectively;

(h)

not more than 10.00% may consist of Discount Collateral Loans;

771643024 22723957

(i)

not more than 25.00% may consist of Credit Improved Loans;

(j)

not more than 10.00% may consist of Collateral Loans that provide for

payment of interest less frequently than quarterly;

(k)

not more than 3.00% may consist of Collateral Loans with attached equity

kickers (which shall exclude equity co-investments);

(l)except in the case of Haircut Collateral Loans, not more than 25.00% may

consist of Collateral Loans whose Obligors have an EBITDA that is less than

$10,000,000;

(m)

except in the case of Haircut Collateral Loans, not more than 15.00% may

consist of Collateral Loans that exceed one or more of the following limits: (i) the

Obligor on such Collateral Loan is a Tier 1 Obligor and has (x) with respect to a

Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio greater

than 5.00x, or (B) a Total Leverage Ratio greater than 7.00x, or (y) with respect to a

Stretch Senior Loan, a Total Leverage Ratio greater than 6.00x; (ii) the Obligor on such

Collateral Loan is a Tier 2 Obligor and has (x) with respect to a Collateral Loan other

than a Stretch Senior Loan, (A) a Senior Leverage Ratio greater than 4.25x, or (B) a Total

Leverage Ratio greater than 6.00x, or (y) with respect to a Stretch Senior Loan, a Total

Leverage Ratio greater than 5.25x; or (iii) the Obligor on such Collateral Loan is a Tier 3

Obligor and has (x) with respect to a Collateral Loan other than a Stretch Senior Loan,

(A) a Senior Leverage Ratio greater than 3.75x, or (B) a Total Leverage Ratio greater

than 5.00x, or (y) with respect to a Stretch Senior Loan, a Total Leverage Ratio greater

than 4.50x;

(n)

not more than 15.00% may consist of Collateral Loans that, at the time of

acquisition thereof by the Borrower or the Borrower’s commitment to acquire the same,

were LBO Loans; and

(o)

not more than 10.00% may consist of Fixed Rate Loans.; and

(p)

not more than 30% in the aggregate may consist of Collateral Loans that

are issued by the five largest Obligors and their respective Affiliates, collectively.

“Conforming Changes” means, with respect to either the use or administration of Term

SOFR or the use, administration, adoption or implementation of any Benchmark Replacement,

any technical, administrative or operational changes (including changes to the definition of

“Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities

Business Day”, the definition of “Interest Accrual Period” or any similar or analogous definition

(or the addition of a concept of “interest period”), timing and frequency of determining rates and

making payments of interest, timing of borrowing requests or prepayment, conversion or

continuation notices, the applicability and length of lookback periods, the applicability of Section

2.09 and other technical, administrative or operational matters) that the Administrative Agent

decides (in consultation with the Borrower) may be appropriate to reflect the adoption and

implementation of any such rate or to permit the use and administration thereof by the

Administrative Agent in a manner substantially consistent with market practice (or, if the

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Administrative Agent decides that adoption of any portion of such market practice is not

administratively feasible or if the Administrative Agent determines that no market practice for

the administration of any such rate exists, in such other manner of administration as the

Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in

connection with the administration of this Agreement and the other Facility Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or

measured by net income (however denominated) or that are franchise Taxes or branch profits

Taxes.

“Constituent Documents” means in respect of any Person, the certificate or articles of

formation or organization, the limited liability company agreement, operating agreement,

partnership agreement, joint venture agreement or other applicable agreement of formation or

organization (or equivalent or comparable constituent documents) and other organizational

documents and by-laws and any certificate of incorporation, certificate of formation, certificate

of limited partnership and other agreement or similar instrument filed or made in connection

with its formation or organization.

“Contribution Notice” has the meaning assigned to such term in Section 10.05.

“Control” means the direct or indirect possession of the power to direct or cause the

direction of the management or policies of a Person, whether through ownership, by contract,

arrangement or understanding, or otherwise. “Controlled” and “Controlling” have the meaning

correlative thereto.

“Covenant Lite Loan” means a Collateral Loan that does not require the Obligor to

comply with at least one of the following financial covenants during each financial covenant

reporting period applicable to such Collateral Loan, whether or not any action by, or event

relating to, the Obligor has occurred: maximum leverage, maximum senior leverage, maximum

first lien leverage, minimum fixed charge coverage, minimum tangible net worth, minimum net

worth, minimum debt service coverage, minimum interest coverage, maximum capital

expenditures, minimum EBITDA, or other customary financial covenants; provided that,

notwithstanding the foregoing, a Collateral Loan shall be deemed not to be a Covenant Lite Loan

if the Related Documents with respect to such Collateral Loan contain a cross-default provision

to, or such Collateral Loan is pari passu with, another loan of the related Obligor forming part of

the same loan facility that requires such Obligor to comply with one or more of the foregoing

financial covenants.

“Coverage Test” means each of (i) the Maximum Advance Rate Test and (ii) the Interest

Coverage Ratio Test.

“Covered Account” means each of the Collection Account (including the Interest

Collection Account and Principal Collection Account therein), the Payment Account, the

Revolving Reserve Account and the Custodial Account.

“Credit Improved Loan” means:

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(a) with respect to any Defaulted Collateral Loan, after the date on which such

loan became a Defaulted Collateral Loan (other than as a result of a Material

Modification), (i) it is current on all required payments for a period of three months (if

such loan pays monthly), two quarters (if such loan pays quarterly) or one year (if such

loan pays semiannually) and (ii) it would satisfy the definition of Eligible Collateral Loan

(other than clause (k) or clause (dd) thereof) if purchased at such time; and

(b)

with respect to any Collateral Loan which has been the subject of a

Material Modification, either (i) after the date on which such loan became a Collateral

Loan which is the subject of a Material Modification, (A) it is current on all required

payments for a period of three months (if such loan pays monthly), two quarters (if such

loan pays quarterly) or one year (if such loan pays semiannually) and (B) it would satisfy

the definition of Eligible Collateral Loan (other than clause (k) thereof as a result of such

Collateral Loan being subject to a Material Modification) if purchased at such time, or

(ii) the Administrative Agent has consented in writing to such Collateral Loan no longer

constituting a loan which has been the subject of a Material Modification hereunder.

“Credit Improved Loan Collateral Loan Balance” means, for each Credit Improved

Loan constituting an Eligible Collateral Loan, at any time, the lesser of (a) such Credit Improved

Loan’s Principal Balance and (b) such Credit Improved Loan’s Market Value.

“Current Modified Loan” means a Collateral Loan that as of the date such Collateral

Loan is modified (A) has been current on all required payments for a period of three months (if

such Collateral Loan pays monthly), two quarters (if such Collateral Loan pays quarterly) or one

year (if such Collateral Loan pays semiannually) and (B) would satisfy the definition of Eligible

Collateral Loan (other than clause (dd) thereof) if purchased on such modification date.

“Custodial Account” means the custodial account established pursuant to Section

8.03(b).

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

Agreement.

“Custodian Termination Notice” is defined in Section 14.05.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate

(which will include a lookback) being established by the Administrative Agent in accordance

with the conventions for this rate selected or recommended by the Relevant Governmental Body

for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the

Administrative Agent decides that any such convention is not administratively feasible for the

Administrative Agent, then the Administrative Agent may establish another convention in its

reasonable discretion.

“Data File” has the meaning assigned to such term in Section 8.06(a).

“Debt to Capitalization Ratio” means, with respect to any Collateral Loan, the ratio of

total indebtedness to total capitalization of the related Obligor as calculated by the Collateral

Manager in good faith using information from and calculations consistent with the relevant

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financial models, pro forma financial statements, compliance statements and financial reporting

packages provided by the relevant Obligor as per the requirements of the Related Documents.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation,

conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,

receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or

other applicable jurisdictions from time to time in effect.

“Default” means any event or circumstance which, with the passage of time, the giving

of notice, or both, would (if not cured or otherwise remedied during such time) constitute an

Event of Default.

“Defaulted Collateral Loan” means any Collateral Loan as to which any of the following

occurs:

(a)

a default as to all or any portion of one or more payments of principal,

interest or commitment fees has occurred (giving effect to any grace period applicable

thereto but in no event exceeding ten (10) Business Days past the applicable due date);

(b)

a default (other than a payment default described in clause (a) above) has

occurred under the applicable Related Documents and for which the Borrower (or the

administrative agent or required lenders pursuant to the Related Documents, as

applicable) has elected to exercise any of its rights and remedies under such Related

Documents (including, but not limited to, acceleration, foreclosing on collateral, or the

imposition of default pricing for a period of greater than two months);

(c)

except in the case of a DIP Loan, the related Obligor of such Collateral

Loan is subject of an Insolvency Event (without giving effect to any grace period set forth

in such definition);

(d)

any portion of principal and/or interest payable thereunder has been

waived or forgiven (other than default interest) by the holders of such obligation;

(e)

the Collateral Manager has reasonably determined in accordance with the

Collateral Management Standard that such Collateral Loan is not collectible or should be

placed on “non-accrual” status; or

(f)

a Material Modification (subject to clause (i) of the proviso contained in

the definition thereof);

provided that a Collateral Loan that meets the criteria for a Credit Improved Loan shall no longer

be characterized as a Defaulted Collateral Loan hereunder.

“Defaulted Collateral Loan Balance” means, for each Defaulted Collateral Loan, at any

time, the lesser of (a) the current Market Value of such Defaulted Collateral Loan and (b) the

product of (i) the Recovery Rate of such Defaulted Collateral Loan and (ii) the Principal Balance

of such Defaulted Collateral Loan; provided that the Defaulted Collateral Loan Balance shall be

zero if such loan (x) is a Defaulted Collateral Loan pursuant to the definition thereof for six (6)

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consecutive months or (y) is a Defaulted Collateral Loan pursuant to clause (d) of the definition

thereof or pursuant to clauses (b) or (e) of the definition of “Material Modification”; provided

further that any Defaulted Collateral Loan that meets the criteria to qualify as a Credit Improved

Loan shall no longer be characterized as a Defaulted Collateral Loan and shall instead be

characterized as a Credit Improved Loan; provided further that the Market Value of any

Defaulted Collateral Loan determined under clause (a) shall be subject to the Administrative

Agent’s right to challenge such value in its sole discretion; provided further that the Collateral

Manager shall have the right to dispute such challenge by providing the Administrative Agent

with an Appraisal (at the expense of the Borrower), which Appraisal shall constitute the Market

Value of such Defaulted Collateral Loan from and after receipt of such Appraisal.

“Defaulting Lender” means, subject to Section 2.16, any Lender that (a) has failed to (i)

fund all or any portion of its Advances (including its participation in a Swingline Advance)

within two (2) Business Days of the date such Advances were required to be funded hereunder

unless such Lender notifies the Administrative Agent and the Borrower in writing that such

failure is the result of such Lender’s good faith determination that one or more conditions

precedent to funding (each of which conditions precedent, together with any applicable default,

shall be specifically identified in such writing) has not been satisfied or (ii) pay to the

Administrative Agent or any other Lender any other amount required to be paid by it hereunder

within two (2) Business Days of the date when due, (b) has notified the Borrower or the

Administrative Agent in writing that it does not intend to comply with its funding obligations

hereunder, or has made a public statement to that effect (unless such writing or public statement

relates to such Lender’s obligation to fund an Advance (including participation in a Swingline

Advance) hereunder and states that such position is based on such Lender’s determination that a

condition precedent to funding (which condition precedent, together with any applicable default,

shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has

failed, within three (3) Business Days after written request by the Administrative Agent or the

Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply

with its prospective funding obligations hereunder (provided that such Lender shall cease to be a

Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the

Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company

that has, at any time after the Closing Date (i) become the subject of a proceeding under any

Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee,

administrator, assignee for the benefit of creditors or similar Person charged with reorganization

or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or

any other state or federal regulatory authority acting in such a capacity or (iii) become the subject

of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of

the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent

company thereof by a Governmental Authority so long as such ownership interest does not result

in or provide such Lender with immunity from the jurisdiction of courts within the United States

or from the enforcement of judgments or writs of attachment on its assets or permit such Lender

(or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or

agreements made with such Lender.Any determination by the Administrative Agent that a

Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be

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Defaulting Lender (subject to Section 2.16(b)) upon delivery of written notice of such

determination to the Borrower and each Lender.

“Delayed Drawdown Collateral Loan” means a Collateral Loan that (a) requires

(whether or not subject to satisfaction of certain conditions precedent in the applicable Related

Documents) the Borrower to make one or more future advances to the Obligor under the Related

Documents, (b) specifies a maximum amount that can be borrowed on one or more fixed

borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by

the Obligor thereunder, provided that any such Collateral Loan will be a Delayed Drawdown

Collateral Loan only to the extent of undrawn commitments and solely until all commitments by

the Borrower to make advances on such Collateral Loan to the Obligor under the Related

Documents expire or are terminated or are reduced to zero.

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

(a)

in the case of each Instrument, causing the Custodian to maintain

continuous possession of such Instrument;

(b)

in the case of each Certificated Security (other than a Clearing

Corporation Security):

(i)

causing the delivery of such Certificated Security to the Custodian

(or, for any such items which are promissory notes or other evidence representing

a loan obligation, the Document Custodian) by registering the same in the name

of the Custodian or its affiliated nominee or by endorsing the same to the

Custodian or in blank;

(ii) causing the Custodian to indicate continuously on its books and

records that such Certificated Security is credited to the applicable Covered

Account; and

(iii)

causing the Custodian to maintain continuous possession of such

Certificated Security;

(c)

in the case of each Uncertificated Security (other than a Clearing

Corporation Security):

(i)

causing such Uncertificated Security to be continuously registered

on the books of the issuer thereof to the Custodian; and

(ii)

causing the Custodian to indicate continuously on its books and

records that such Uncertificated Security is credited to the applicable Covered

Account;

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(d)

in the case of each Clearing Corporation Security:

(i)

causing the relevant Clearing Corporation to credit such Clearing

Corporation Security to the securities account of the Custodian, and

(ii) causing the Custodian to indicate continuously on its books and

records that such Clearing Corporation Security is credited to the applicable

Covered Account;

(e)

in the case of each security issued or guaranteed by the United States of

America or agency or instrumentality thereof and that is maintained in book-entry records

of a Federal Reserve Bank (“FRB”) (each such security, a “Government Security”):

(i)

causing the creation of a Security Entitlement to such Government

Security by the credit of such Government Security to the securities account of the

Custodian at such FRB, and

(ii) causing the Custodian to indicate continuously on its books and

records that such Government Security is credited to the applicable Covered

Account;

(f)

in the case of each Security Entitlement not governed by clauses (a)

through (e) above:

(i)

causing a Securities Intermediary (x) to indicate on its books and

records that the underlying Financial Asset has been credited to the appropriate

Covered Account, (y) to receive a Financial Asset from a Securities Intermediary

or to acquire the underlying Financial Asset from a Securities Intermediary, and in

either case, accepting it for credit to the appropriate Covered Account or (z) to

become obligated under any other Law to credit the underlying Financial Asset to

a Securities Intermediary’s securities account,

(ii)

causing such Securities Intermediary to make entries on its books

and records continuously identifying such Security Entitlement as belonging to

the Custodian and continuously indicating on its books and records that such

Security Entitlement is credited to one of the Covered Accounts, which shall at all

times be a securities account, and

(iii)

causing the Custodian to indicate continuously on its books and

records that such Security Entitlement (or all rights and property of the Custodian

representing such Security Entitlement) is credited to the applicable Covered

Account;

(g)

in the case of Cash or Money:

(i)

causing the delivery of such Cash or Money to the Custodian,

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(ii)

causing the Custodian to credit such Cash or Money to a

“securities account” (as defined in Section 8-501(a) of the UCC), which may be a

component account of the applicable Covered Account, in accordance with

Article 9 of the UCC, pursuant to agreement by the Custodian to treat such Cash

or Money as a Financial Asset, and

(iii) causing the Custodian to indicate continuously on its books and

records that such Cash or Money is credited to the applicable Covered Account;

(h)

with respect to such of the Collateral as constitutes an account or general

intangible or is not otherwise described in the foregoing clauses (a) through (g), causing

to be filed with the Delaware Secretary of State a properly completed UCC financing

statement that names the Borrower as debtor and the Collateral Agent as secured party

and that describes such Collateral (which financing statement may have been previously

filed) or any equivalent filing in any applicable jurisdiction; or

(i)

in the case of each of clauses (a) through (h) above, such additional or

alternative procedures as may hereafter become appropriate to perfect the security interest

granted to the Collateral Agent hereunder in such items of the Collateral, consistent with

Applicable Law.

In addition, the Collateral Manager on behalf of the Borrower will obtain any and all

consents required by the Related Documents relating to any Instruments, accounts or general

intangibles for the transfer of ownership and/or pledge hereunder (except to the extent that the

requirement for such consent is rendered ineffective under Section 9-406 of the UCC).

“Designation Date” means, with respect to each Collateral Loan, the first date on which

the Collateral Loan is included in the Borrowing Base, as referenced in a Borrowing Base

Calculation Statement.

“Determination Date” means the last day of each Collection Period.

“DIP Loan” means an obligation:

(a)

obtained or incurred after the entry of an order of relief in a case pending

under Chapter 11 of the Bankruptcy Code,

(b)

to a debtor in possession as described in Chapter 11 of the Bankruptcy

Code or a trustee (if appointment of such trustee has been ordered pursuant to Section

1104 of the Bankruptcy Code),

(c)

on which the related Obligor is required to pay interest and/or principal on

a current basis, and

(d) approved by a Final Order or Interim Order of the bankruptcy court so

long as such obligation is (A) fully secured by a lien on the debtor’s otherwise

unencumbered assets pursuant to Section 364(c)(2) of the Bankruptcy Code, (B) fully

secured by a lien of equal or senior priority on property of the debtor estate that is

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otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code or (C) is

secured by a junior lien on the debtor’s encumbered assets (so long as such loan is fully

secured based on the most recent current valuation or appraisal report, if any, of the

debtor).

“Discount Collateral Loan” means any Collateral Loan having a purchase price of less

than 95% of par.

“Document Custodian” means Citibank, N.A. when acting in the role of a custodian of

the Related Documents hereunder.

“Document Custodian Facilities” means the office of the Document Custodian specified

on Schedule 5.

“Document Custodian Termination Notice” is defined in Section 13.05.

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

“Due Date” means each date on which any payment is due on a Collateral Loan in

accordance with its terms.

“EBITDA” means, with respect to any Relevant Test Period and any Collateral Loan, the

meaning of the term “Adjusted EBITDA”, the term “EBITDA” or any comparable definition in

the Related Documents for such period and Collateral Loan (or, in the case of a Collateral Loan

for which the Related Documents have not been executed, as set forth in the relevant marketing

materials or financial model in respect of such Collateral Loan) as determined in the good faith

discretion of the Collateral Manager, and, in any case that the term “Adjusted EBITDA”, the

term “EBITDA” or such comparable definition is not defined in such Related Documents, an

amount, for the principal Obligor thereunder and any of its parents or subsidiaries that are

obligated as guarantor pursuant to the Related Documents for such Collateral Loan (determined

on a consolidated basis without duplication in accordance with GAAP (and also on a pro forma

basis as determined in good faith by the Collateral Manager in case of any acquisitions)) equal to

earnings from continuing operations for such period plus interest expense, income taxes,

unallocated depreciation and amortization for such period (to the extent deducted in determining

earnings from continuing operations for such period), amortization of intangibles (including

goodwill, financing fees and other capitalized costs), other non-cash charges and organization

costs, extraordinary, one-time and/or non-recurring losses or charges, and any other item the

Collateral Manager and the Administrative Agent deem to be appropriate. Notwithstanding the

foregoing, in no event shall the EBITDA of an Obligor be based solely on prospective or

modeled performance as opposed to historical performance (including pro forma calculations).

“EEA Financial Institution” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA

Resolution Authority, (b) any Person established in an EEA Member Country which is a parent

of an institution described in clause (a) of this definition, or (c) any financial institution

established in an EEA Member Country which is a subsidiary of an institution described in

clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

771643024 22723957

“EEA Member Country” means any of the member states of the European Union,

Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person

entrusted with public administrative authority of any EEA Member Country (including any

delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Collateral Loan” means a Collateral Loan that meets each of the following

criteria:

(a)

is a First Lien Loan (including, for the avoidance of doubt, a Stretch

Senior Loan), Split First Lien Loan, Split Lien Loan or Second Lien Loan;

(b)

at the time of acquisition thereof by the Borrower, was acquired for a

purchase price of more than 85% of par;

(c)

permits the purchase thereof by or assignment thereof to the Borrower and

the pledge thereof to the Collateral Agent;

(d)

is denominated and payable solely in Dollars;

(e)

principally

the primary Obligor thereon (i.e., the Obligor under which the loan was

underwritten) is domiciled in the United States (or any state, territory or

possession thereof) or Canada (or any province thereof);

(f) no portion thereof (including any conversion option, exchange option,

warrant or other component thereof) is exchangeable or convertible into an Equity

Security at the option of the related Obligor;

(g)

is not an Equity Security or a component of an Equity Security;

(h)

at the time of acquisition thereof by the Borrower, is not the subject of an

offer or call for redemption;

(i)

does not constitute Margin Stock;

(j)

does not subject the Borrower to withholding tax unless the related

Obligor is required to make “gross-up” payments that ensure that the net amount actually

received by the Borrower (after payment of all taxes, whether imposed on such Obligor

or the Borrower) will equal the full amount that the Borrower would have received had

no such taxes been imposed;

(k)

at the time of acquisition thereof by the Borrower, is not a Defaulted

Collateral Loan;

(l)

is not a non-cash paying PIK Loan;

(m)

is not a Zero Coupon Obligation;

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(n)

is not a Covenant Lite Loan;

(o)

is not a Structured Finance Obligation, a bond, a synthetic security, a

finance lease or chattel paper;

(p)

maturity;

provides for the full principal balance to be payable at or prior to its

(q)

is not a participation interest; provided that participation interests may be

acquired by the Borrower within five (5) Business Days of the Closing Date if such

participation interests are elevated to a full assignment within 75 calendar days of

acquisition (and if not so elevated, such Collateral Loan shall no longer constitute an

Eligible Collateral Loan until such Collateral Loan is elevated unless the Administrative

Agent otherwise consents to a longer period);

(r)

has a remaining term to maturity of not more than seven (7) years;

(s)

provides for payment of interest at least semi-annually;

(t)

at the time of acquisition thereof by the Borrower, the obligation of the

related Obligor to pay principal and interest is not contingent on any material non-credit

related risk (such as the occurrence of a catastrophe), as determined by the Collateral

Manager in its sole discretion;

(u)

is not an obligation (other than a Revolving Collateral Loan or a Delayed

Drawdown Collateral Loan) pursuant to which any future advances or payments to the

Obligor may be required to be made by the Borrower;

(v)

will not cause the Borrower or the pool of Collateral to be required to be

registered as an investment company under the Investment Company Act;

(w)

was underwritten based on the enterprise value of the applicable Obligor

and not primarily the value of any real estate securing such Collateral Loan;

(x)

is not an interest only obligation (meaning, for the avoidance of doubt, that

the obligations thereunder constitute only interest payments (e.g., an I/O strip and not an

obligation with a bullet or balloon principal payment));

(y)

is not a letter of credit (other than a Revolving Collateral Loan that

includes a letter of credit sub-facility as long as the Borrower is not the letter of credit

issuer with respect thereto);

(z)

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

(aa)

promptly after the acquisition of such Collateral Loan, the Borrower has

delivered to the Document Custodian or the Collateral Administrator, in accordance with

the provisions of Article XII, (i) an executed copy of the Related Documents and (ii) the

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executed physical note evidencing such Collateral Loan (if any) or a copy of the

assignment or transfer agreement pursuant to which the Borrower acquired its interest;

(bb)

at the time of the Designation Date for such Collateral Loan, has (i) a Tier

1 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a

Senior Leverage Ratio of less than or equal to 5.50x and (B) a Total Leverage Ratio of

less than or equal to 7.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage

Ratio of less than or equal to 6.50x; (ii) a Tier 2 Obligor with (x) in respect of a

Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of less

than or equal to 4.75x and (B) a Total Leverage Ratio of less than or equal to 6.50x, or

(y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of less than or equal to

5.75x; or (iii) a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of less than or equal to 4.25x and (B) a Total

Leverage Ratio of less than or equal to 5.50x, or (y) in respect of a Stretch Senior Loan, a

Total Leverage Ratio of less than or equal to 5.00x; provided that any such Collateral

Loan that does not meet the criteria in this clause (bb) (but, for the avoidance of doubt,

otherwise constitutes an Eligible Collateral Loan) at any time shall not be considered an

Ineligible Collateral Loan, but shall be considered a Haircut Collateral Loan, hereunder;

(cc)

at the time of the Designation Date for such Collateral Loan, has an

Obligor with an EBITDA of at least $5,000,000; provided that any such Collateral Loan

that does not meet the criteria in this clause (cc) (but, for the avoidance of doubt,

otherwise constitutes an Eligible Collateral Loan) at any time after such Designation Date

shall not be considered an Ineligible Collateral Loan, but shall be considered a Haircut

Collateral Loan hereunder;

(dd)

at the time of acquisition thereof by the Borrower, has not been more than

thirty (30) days past due with respect to payments of either interest or principal on such

Collateral Loan within the past twelve (12) months;

(ee)

the Related Documents for such Collateral Loan are governed by the Laws

of the United States (or any state thereof) or Canada (or any province thereof); provided

that if such Collateral Loan (i) is owed by an Obligor (other than a guarantor) who is

domiciled (within the meaning of the Civil Code of Quebec) in the Province of Quebec or

whose address (as indicated in the Related Documents) is located in the Province of

Quebec, (ii) in respect of which the Related Documents provide that payments are to

made to an address or a bank account located or maintained in the Province of Quebec or

(iii) in respect of which the Related Documents governing the Collateral Loan contain a

stipulation to the effect that such contract is governed by the laws of the Province of

Quebec, then the Borrower shall have delivered security documentation reasonably

satisfactory to the Administrative Agent; and

(ff)

is not an obligation of an Obligor (or guarantor) engaged in (i) assault

weapons or firearms manufacturing, (ii) payday lending or adult entertainment, (iii) the

gaming industry (other than hospitality and/or resorts development, or the management

thereof or Obligors with ancillary business units that provide services to the gaming

771643024 22723957

industry but who are not primarily involved in such activities) or (iv) the growth and sale

of marijuana.

“Eligible Investments” means any Dollar investment that, at the time it is Delivered

(directly or through an intermediary or bailee), is Cash or one or more of the following

obligations or securities:

(a)

direct interest bearing obligations of, and interest bearing obligations

guaranteed as to timely payment of principal and interest by, the United States or any

agency or instrumentality of the United States, the obligations of which are backed by the

full faith and credit of the United States;

(b)

demand or time deposits in, certificates of deposit of, bank deposit

products, demand notes of, or bankers’ acceptances issued by any depository institution

or trust company organized under the Laws of the United States or any State thereof

(including any federal or state branch or agency of a foreign depository institution or trust

company) and subject to supervision and examination by federal and/or state banking

authorities (including, if applicable, the Collateral Agent, the Custodian, the Collateral

Administrator or the Administrative Agent or any agent thereof acting in its commercial

capacity); provided that the short-term unsecured debt obligations of such depository

institution or trust company at the time of such investment, or contractual commitment

providing for such investment, are rated at least “A-1” by S&P and “P-1” by Moody’s;

(c)

commercial paper that (i) is payable in Dollars and (ii) is rated at least

“A-1” by S&P and “P-1” by Moody’s; and

(d)

units of money market funds having a rating of the Highest Required

Investment Category from each of S&P and Moody’s.

No Eligible Investment shall have an “f,” “r,” “p,” “pi,” “q,” “sf” or “t” subscript

affixed to its S&P rating. Any such investment may be made or acquired from or through

the Collateral Agent or the Administrative Agent or any of their respective Affiliates, or

any Person for whom the Collateral Agent, the Administrative Agent, the Custodian, the

Collateral Administrator or any of their respective Affiliates provides services and

receives compensation (so long as such investment otherwise meets the applicable

requirements of the foregoing definition of Eligible Investment at the time of acquisition)

or acts as offeror of; provided that, notwithstanding the foregoing clauses (a) through (d),

Eligible Investments may only include obligations or securities that constitute cash

equivalents for purposes of the rights and assets in paragraph (c)(8)(i)(B) of the

exclusions from the definition of “covered fund” for purposes of the Volcker Rule. The

Collateral Agent, the Collateral Administrator, Custodian and Document Custodian shall

have no obligation to determine or oversee compliance with the foregoing or to determine

whether an investment is an “Eligible Investment”.

“Engagement Letter” means that certain engagement letter, dated as of October 11, 2022,

by and between Main Street Capital Corporation and Truist Securities, Inc.

771643024 22723957

“Equity Security” means any stock or similar security, certificate of interest or

participation in any profit sharing agreement, reorganization certificate or subscription,

transferable share, voting trust certificate or certificate of deposit for an equity security, limited

partnership interest, interest in a joint venture, or certificate of interest in a business trust; any

security future on any such security; or any security convertible, with or without consideration

into such a security, or carrying any warrant or right to subscribe to or purchase such a security;

or any such warrant or right.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended

from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA

or the regulations issued thereunder with respect to a Plan (other than an event for which the

thirty day notice requirement is waived); (b) the failure with respect to any Plan to satisfy the

“minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA);

for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that

any Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or

Section 303 of ERISA); (e) the incurrence by the Borrower or any member of its ERISA Group

of any material liability under Title IV of ERISA with respect to the termination of any Plan; (f)

(i) the receipt by the Borrower or any member of its ERISA Group from the PBGC of a notice of

determination that the PBGC intends to seek termination of any Plan or to have a trustee

appointed for any Plan under Section 4041(c) of ERISA, or (ii) the filing by the Borrower or any

member of its ERISA Group of a notice of intent to terminate any Plan; (g) the incurrence by the

Borrower or any member of its ERISA Group of any material liability (i) with respect to a Plan

pursuant to Sections 4063 and 4064 of ERISA, (ii) with respect to a facility closing pursuant to

Section 4062(e) of ERISA, or (iii) with respect to the withdrawal or partial withdrawal from any

Multiemployer Plan; (h) the receipt by the Borrower or any member of its ERISA Group of any

notice concerning the imposition of Withdrawal Liability or a determination that a

Multiemployer Plan is, or is expected to be, in endangered status or critical status, within the

meaning of Section 432 of the Code or Section 305 of ERISA or is or is expected to be insolvent,

within the meaning of Title IV of ERISA; or (i) the failure of the Borrower or any member of its

ERISA Group to make any required contribution to a Multiemployer Plan.

“ERISA Group” means, with respect to any Person, each controlled group of

corporations or trades or businesses (whether or not incorporated) under common control that is

treated as a single employer under Section 414(b) or (c) of ERISA or, for purposes of Section

302 of ERISA or Section 412(m) or (o) of the Code, with such Person.

“Erroneous Payment” has the meaning assigned to it in Section 12.07(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section

12.07(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section

12.07(d).

771643024 22723957

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section

12.07(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section

12.07(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published

by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” means the occurrence of any of the events, acts or circumstances set

forth in Section 6.01.

“Excess Concentration Amount” means, at any time in respect of which any one or more

of the Concentration Limitations are exceeded, the portions (calculated by the Collateral

Manager without duplication) of the Aggregate Collateral Balance of each Eligible Collateral

Loan that cause such Concentration Limitations to be exceeded; provided that (i) any Excess

Concentration Amount related to clause (l) of the definition of Concentration Limitations shall

be calculated as the product of (a) the portions (calculated without duplication) of the Aggregate

Collateral Balance of each Eligible Collateral Loan that causes such Concentration Limitation to

be exceeded, times (b) 1 minus the Recovery Rate applicable to each such Collateral Loan and

(ii) any Excess Concentration Amount related to clause (m) of the definition of Concentration

Limitation shall be calculated as the product of (a) the portions (calculated without duplication)

of the Aggregate Collateral Balance of each Eligible Collateral Loan that causes such

Concentration Limitation to be exceeded, times (b) 1 minus the lower of (x) 90% or (y) the

Market Value applicable to each such Collateral Loan.

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

and regulations promulgated thereunder, all as from time to time in effect, or any successor law,

rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to

be a reference to any successor statutory or regulatory provision.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a

Secured Party or required to be withheld or deducted from a payment to a Secured Party:

(a) Taxes imposed on or measured by a Secured Party’s net income (however denominated),

franchise Taxes imposed on a Secured Party, and branch profits Taxes imposed on a Secured

Party, in each case, (i) by the jurisdiction (or any political subdivision thereof) under the Laws of

which such Secured Party is organized or in which its principal office is located or, in the case of

any Lender, in which its applicable lending office is located or (ii) that are Other Connection

Taxes, (b) in the case of any Lender, U.S. federal withholding Taxes imposed on amounts

payable to or for the account of such Lender, with respect to any applicable interest in Advances

or Commitments, pursuant to a Law in effect on the date on which (i) such Lender becomes a

party hereto (other than pursuant to an assignment requested by the Borrower under Section

2.17) or (ii) such Lender changes its lending office, except in each case to the extent that,

pursuant to Section 16.03(h), amounts with respect to such Taxes were payable either to such

Lender’s assignor immediately before such Lender became a party hereto or to such Lender

immediately before it changed its lending office, (c) Taxes attributable to such Secured Party’s

771643024 22723957

failure to comply with Section 16.03(g), and (d) U.S. federal withholding Taxes imposed under

FATCA.

“Facility Amount” means (a) on or prior to the Commitment Termination Date,

$240,000,000600,000,000 (as such amount may be reduced from time to time pursuant to

Section 2.06 or increased from time to time in accordance with Section 2.18) and (b) following

the Commitment Termination Date, the outstanding principal balance of all the Advances.

“Facility Amount Increase” means an increase in the Facility Amount pursuant to

Section 2.18.

“Facility Amount Increase Agreement” has the meaning assigned to such term in Section

2.18.

“Facility Amount Increase Request” has the meaning assigned to such term in Section

2.18.

“Facility Documents” means this Agreement, the Purchase and Contribution Agreement,

the Account Control Agreement, the Fee Letters, and any other security agreements and other

instruments entered into or delivered by or on behalf of the Borrower pursuant to Section 5.01(c)

to create, perfect or otherwise evidence the Collateral Agent’s security interest in the Collateral.

“FATCA” means Sections 1471 through 1474 of

Agreement (or any amended or successor version that is

materially more onerous to comply with), any current

the Code, as of the date of this

substantively comparable and not

or future regulations or official

interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code

and any fiscal or regulatory legislation, rules or practices adopted pursuant to any

intergovernmental agreement, treaty or convention among Governmental Authorities entered into

in connection with the implementation of the foregoing.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal

for each day during such period to the weighted average of the rates on overnight Federal funds

transactions with members of the Federal Reserve System arranged by Federal funds brokers, as

published for such day (or, if such day is not a Business Day, for the next preceding Business

Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day

which is a Business Day, the average of the quotations for such day on such transactions received

by the Administrative Agent from three Federal funds brokers of recognized standing selected by

it; provided that, if at any time a Lender is borrowing overnight funds from a Federal Reserve

Bank that day, the Federal Funds Rate for such Lender for such day shall be the average rate per

annum at which such overnight borrowings are made on that day as promptly reported by such

Lender to the Borrower and the Agents in writing. Each determination of the Federal Funds Rate

by a Lender pursuant to the foregoing proviso shall be conclusive and binding except in the case

of manifest error. Notwithstanding anything herein to the contrary, in no event shall the Federal

Funds Rate be less than 0.00%.

“Fee Letters” means the Lender Fee Letter and the Collateral Agent and Collateral

Administrator Fee Letter.

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“Final Maturity Date” means the earlier of (a) the second anniversary of the Scheduled

Reinvestment Period End Date (or such later date as may be agreed by the Borrower and each of

the Lenders and notified in writing to the Agents) or (b) the date of the termination of the

Commitments and acceleration of the Obligations pursuant to Section 6.01.

“Final Order” means an order, judgment, decree or ruling the operation or effect of

which has not been stayed, reversed or amended and as to which order, judgment, decree or

ruling (or any revision, modification or amendment thereof) the time to appeal or to seek review

or rehearing has expired and as to which no appeal or petition for review or rehearing was filed

or, if filed, remains pending.

“Financial Asset” has the meaning assigned to such term in Section 8-102(a)(9) of the

UCC.

“First Lien Loan” means any Collateral Loan (for purposes of this definition, a “loan”)

that meets the following criteria:

(a)

is not (and is not expressly permitted by its terms to become) subordinate

in right of payment to any other obligation for borrowed money of the Obligor of such

loan, unless such loan is a Split First Lien Loan;

(b)

is secured by a valid first priority perfected Lien in, to or on specified

collateral (unless such loan is a Split Lien Loan) securing the Obligor’s obligations under

such loan (whether or not such loan is also secured by any lower priority Lien on other

collateral), but subject to purchase money Liens and customary Liens for taxes or

regulatory charges not then due and payable and other permitted Liens under the Related

Documents; provided that such permitted Liens do not directly secure indebtedness for

borrowed money;

(c)

is secured, pursuant to such first priority perfected Lien (unless such loan

is a Split Lien Loan), by collateral having a value (determined as set forth below) that is

not less than the Principal Balance of such loan plus the aggregate Principal Balances of

all other loans of equal seniority secured by a first Lien in the same collateral; and

(d)

is not a loan which is secured solely or primarily by the common stock of

its Obligor or any of its Affiliates;

provided that the limitation set forth in clause (d) of this definition shall not apply with

respect to a Collateral Loan made to a parent entity that is secured solely or primarily by the

stock of one or more subsidiaries of such parent entity to the extent that either (i) in the

Collateral Manager’s judgment, the applicable Related Documents of such Collateral Loan limit

the activities of such Obligor or such subsidiary, as applicable, in such a manner so as to provide

a reasonable expectation that (x) cash flows from such Obligor or from such subsidiary and such

Obligor, as applicable, are sufficient to provide debt service on such Collateral Loan and (y)

assets of such Obligor or of such subsidiary and such Obligor, as applicable, would be available

to repay principal of and interest on such Collateral Loan in the event of the enforcement of such

Related Documents or (ii) the granting by any such subsidiary of a Lien on its own property

would violate law or regulations applicable to such subsidiary (whether the obligation secured is

771643024 22723957

such Collateral Loan or any other similar type of indebtedness owing to third parties); provided

that (i) neither a First Lien/Last Out Loan nor a Split Lien Loan shall constitute a First Lien Loan

and (ii) a Split First Lien Loan and Stretch Senior Loan shall constitute a First Lien Loan;

provided, however, that, for purposes of determining the applicable Advance Rate for a Stretch

Senior Loan (or portion thereof), such Advance Rate shall be determined in accordance with the

definition of Stretch Senior Loan.

The determination as to whether clause (c) of this definition is satisfied shall be based on

both (a) an analysis of the enterprise value (including, without limitation, its general financial

condition, ability to generate cash flow available for debt service and other demands for that cash

flow) of the related Obligor by the Collateral Manager or an Appraisal or other valuation (which

may be an internal Appraisal or valuation performed by the Collateral Manager) performed on or

about the date of acquisition by the Borrower or of the most recent restructuring of such

Collateral Loan, and (b) the Collateral Manager’s judgment at the time such Collateral Loan is

acquired by the Borrower.

“First Lien/Last Out Loan” means a Collateral Loan (other than a Split First Lien Loan

or a Split Lien Loan) that would constitute a First Lien Loan (other than by operation of the

proviso in the definition of such term) but that, in the case of an event of default under the

applicable Related Document, will be paid after one or more tranches of first lien loans issued by

the same Obligor have been paid in full in accordance with a specified waterfall of payments.

“Fixed Charge Coverage Ratio” means, with respect to any Collateral Loan for any

Relevant Test Period, the meaning of “Fixed Charge Coverage Ratio” or any comparable term

relating to the ratio of fixed charges to EBITDA defined in the Related Documents for such

Collateral Loan, and in any case that “Fixed Charge Coverage Ratio” or such comparable term is

not defined in such Related Documents, the ratio of (a) fixed charges to (b) EBITDA as

calculated by the Collateral Manager in good faith using information from and calculations

consistent with the relevant financial models, pro forma financial statements, compliance

statements and financial reporting packages provided by the relevant Obligor as per the

requirements of the Related Documents.

“Fixed Rate Loan” means any Collateral Loan that bears a fixed rate of interest.

“Floating Rate Loan” means any Collateral Loan that bears a floating rate of interest.

“Floor” means a rate of interest equal to 0.00%.

“Floor Loan” means, as of any date:

(a)

a Floating Rate Loan (1) for which the Related Documents provide for a

SOFR rate option (or other applicable benchmark rate) and that such SOFR rate (or other

applicable benchmark rate) is calculated as the greater of a specified “floor” rate per

annum and the SOFR rate (or other applicable benchmark rate) for the applicable interest

period and (2) that, as of such date, bears interest based on such SOFR rate option (or

other applicable benchmark rate), but only if as of such date the SOFR rate (or other

771643024 22723957

applicable benchmark rate) for the applicable interest period is less than such floor rate;

and

(b)

a Floating Rate Loan (1) for which the Related Documents provide for a

base or prime rate option and such base or prime rate is calculated as the greater of a

specified “floor” rate per annum and the base or prime rate for the applicable interest

period and (2) that, as of such date, bears interest based on such base or prime rate

option, but only if as of such date the base or prime rate for the applicable interest period

is less than such floor rate.

“FRB” has the meaning assigned to such term in the definition of Deliver.

“Fronting Exposure” means, at any time there is a Defaulting Lender, such Defaulting

Lender’s Percentage of the amount of Swingline Advances other than Swingline Advances as to

which such Defaulting Lender’s participation obligation has been reallocated to other Lenders,

repaid by the Borrower or for which cash collateral or other credit support acceptable to the

Swingline Lender shall have been provided in accordance with the terms hereof.

“Fundamental Amendment” means any amendment, modification, waiver or supplement

of or to this Agreement that would (a) increase or extend the term of the Commitments or change

the Final Maturity Date (other than an increase of the Commitment of a particular Lender or the

addition of a new Lender agreed to by the relevant Lender), (b) extend the date fixed for the

payment of principal of or interest on any Advance or any fee hereunder, (c) reduce the amount

of any such payment of principal, (d) reduce the rate at which Interest is payable thereon or any

fee is payable hereunder, (e) release any material portion of the Collateral, except in connection

with dispositions permitted hereunder, (f) alter the terms of Section 9.01 or Section 16.01(b), (g)

modify the definition of the terms “Majority Lenders”, “Required Lenders”, “Maximum

Available Amount”, “Borrowing Base”, “Maximum Advance Rate Test”, “Maximum Advance

Rate Default Test” or “Minimum Equity Amount”; (h) modify in any other manner the number

or percentage of the Lenders required to make any determinations or waive any rights hereunder

or to modify any provision hereof or (i) extend the Reinvestment Period.

“GAAP” means generally accepted accounting principles in effect from time to time in

the United States.

“GICS” means, as of any date, the most recently published Global Industry Classification

Standard.

“GICS Industry Group Classification” means any industry group classification within

GICS set forth in Schedule 4 hereto, as updated and amended from time to time.

“Government Security” has the meaning assigned to such term in the definition of

Deliver.

“Governmental Authority” means any nation or government, any state, province, territory

or other political subdivision thereof, any agency, authority, instrumentality, regulatory body,

administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other

Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or

771643024 22723957

functions of or pertaining to government, including the Securities and Exchange Commission,

the stock exchanges, any Federal, state, territorial, county, municipal or other government or

governmental agency, arbitrator, board, body, branch, bureau, commission, court, department,

instrumentality, master, mediator, panel, referee, system or other political unit or subdivision or

other Person of any of the foregoing, whether domestic or foreign.

“Governmental Authorizations” means all franchises, permits, licenses, approvals,

consents and other authorizations of all Governmental Authorities.

“Governmental Filings” means all filings, including franchise and similar tax filings, and

the payment of all fees, assessments, interests and penalties associated with such filings with all

Governmental Authorities.

“Haircut Collateral Loan” means, at any time without duplication, (x) any Collateral

Loan that had satisfied clause (cc) of the definition of Eligible Collateral Loan on the related

Designation Date, but at any such time after the related Designation Date is no longer satisfying

clause (cc) of the definition of Eligible Collateral Loan or (y) any Collateral Loan that at any

time does not satisfy clause (bb) of the definition of Eligible Collateral Loan.

“Haircut Collateral Loan Balance” means:

(a)

for each First Lien Loan, Split First Lien Loan or Split Lien Loan that

constitutes a Haircut Collateral Loan solely as a result of the failure to satisfy clause (bb)

of the definition of Eligible Collateral Loan, at any time, the lesser of (i) the current

Market Value of such Haircut Collateral Loan, and (ii) the product of (x) the Principal

Balance of such Haircut Collateral Loan and (y) 1 minus (I) for a Haircut Level 1

Collateral Loan, 10%, (II) for a Haircut Level 2 Collateral Loan, 20%, (III) for a Haircut

Level 3 Collateral Loan, 35% and (IV) for a Haircut Level 4 Collateral Loan, 50%;

provided that for each Second Lien Loan that constitutes a Haircut Collateral Loan, at any

time, the lesser of (i) the current Market Value of such Haircut Collateral Loan and (ii)

the product of (x) the Principal Balance of such Haircut Collateral Loan and (y) 1 minus

(I) for a Haircut Level 1 Collateral Loan, a Haircut Level 2 Collateral Loan or a Haircut

Level 3 Collateral Loan, 50% and (II) for a Haircut Level 4 Collateral Loan, 70%, and

(b)

if such Collateral Loan constitutes a Haircut Collateral Loan solely as a

result of the failure to satisfy clause (cc) of the definition of Eligible Collateral Loan, at

any time, the lesser of (i) the current Market Value of such Haircut Collateral Loan, and

(ii) the product of (x) the Principal Balance of such Haircut Collateral Loan and (y) the

Recovery Rate for such Collateral Loan.

Any Collateral Loan that constitutes a Haircut Collateral Loan as a result of the

failure to satisfy both clauses (bb) and (cc) of the definition of Eligible Collateral Loan

shall have its Haircut Collateral Loan Balance calculated in accordance with clause (b)

above.

“Haircut Level 1 Collateral Loan” means a Haircut Collateral Loan that is to:

771643024 22723957

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 5.50x but less than or

equal to 6.00x and (B) a Total Leverage Ratio of greater than 7.50x but less than or equal

to 8.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

6.50x but less than or equal to 7.00x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 4.75x but less than or

equal to 5.25x and (B) a Total Leverage Ratio of greater than 6.50x but less than or equal

to 7.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

5.75x but less than or equal to 6.25x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 4.25x but less than or

equal to 4.75x and (B) a Total Leverage Ratio of greater than 5.50x but less than or equal

to 6.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

5.00x but less than or equal to 5.50x.

“Haircut Level 2 Collateral Loan” means a Haircut Collateral Loan that is to:

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 6.00x but less than or

equal to 6.50x and (B) a Total Leverage Ratio of greater than 8.00x but less than or equal

to 8.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

7.00x but less than or equal to 7.50x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 5.25x but less than or

equal to 5.75x and (B) a Total Leverage Ratio of greater than 7.00x but less than or equal

to 7.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

6.25x but less than or equal to 6.75x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 4.75x but less than or

equal to 5.25x and (B) a Total Leverage Ratio of greater than 6.00x but less than or equal

to 6.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

5.50x but less than or equal to 6.00x.

“Haircut Level 3 Collateral Loan” means a Haircut Collateral Loan that is to:

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 6.50x but less than or

equal to 7.00x and (B) a Total Leverage Ratio of greater than 8.50x but less than or equal

to 9.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

7.50x but less than or equal to 8.00x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 5.75x but less than or

771643024 22723957

equal to 6.25x and (B) a Total Leverage Ratio of greater than 7.50x but less than or equal

to 8.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

6.75x but less than or equal to 7.25x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 5.25x but less than or

equal to 5.75x and (B) a Total Leverage Ratio of greater than 6.50x but less than or equal

to 7.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

6.00x but less than or equal to 6.50x.

“Haircut Level 4 Collateral Loan” means a Haircut Collateral Loan that is to:

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 7.00x and (B) a Total

Leverage Ratio of greater than 9.00x, or (y) in respect of a Stretch Senior Loan, a Total

Leverage Ratio of greater than 8.00x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 6.25x and (B) a Total

Leverage Ratio of greater than 8.00x, or (y) in respect of a Stretch Senior Loan, a Total

Leverage Ratio of greater than 7.25x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 5.75x and (B) a Total

Leverage Ratio of greater than 7.00x, or (y) in respect of a Stretch Senior Loan, a Total

Leverage Ratio of greater than 6.50x.

“Highest Required Investment Category” means (a) with respect to ratings assigned by

Moody’s, “Aa2” or “P-1” for one month instruments, “Aa2” and “P-1” for three month

instruments, “Aa3” and “P-1” for six month instruments and “Aa2” and “P-1” for instruments

with a term in excess of six months and (b) with respect to rating assigned by S&P, “A-1” for

short-term instruments and “A” for long-term instruments.

“Indemnified Party” has the meaning assigned to such term in Section 16.04(b).

“Indemnified Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of the Borrower under any

Facility Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Independent Accountants” has the meaning assigned to such term in Section 8.08.

“Independent Manager” means a natural Person who, (A) for the five-year period prior

to his or her appointment as Independent Manager, has not been, and during the continuation of

his or her service as Independent Manager is not: (i) an employee, director, stockholder, member,

manager, partner or officer of the Borrower, the Parent or any of their respective Affiliates (other

than his or her service as an Independent Manager of the Borrower, the Parent or other Affiliates

that are structured to be “bankruptcy remote”); (ii) a customer or supplier of the Borrower, the

Parent or any of their respective Affiliates (other than his or her service as an Independent

771643024 22723957

Manager of the Borrower, the Parent or any such Affiliate); (iii) a Person controlling or under

common control with any partner, shareholder, member, manager, Affiliate or supplier of the

Borrower, the Parent or any Affiliate thereof or (iv) any member of the immediate family of a

Person described in clauses (i), (ii) or (iii); provided that an independent manager may serve in

similar capacities for other special purpose entities established from time to time by Affiliates of

the Borrower or the Parent and (B) has, (i) prior experience as an Independent Manager for a

corporation or limited liability company whose charter documents required the unanimous

consent of all Independent Managers thereof before such corporation or limited liability company

could consent to the institution of bankruptcy or insolvency proceedings against it or could file a

petition seeking relief under any Applicable Law relating to bankruptcy and (ii) at least three

years of employment experience with one or more Persons that provide, in the ordinary course of

their respective businesses, advisory, management or placement services to issuers of

securitization or structured finance instruments, agreements or securities.

“Ineligible Collateral Loan” means, at any time, a Collateral Loan or any portion

thereof, that fails to satisfy any criteria of the definition of Eligible Collateral Loan as of the date

when such criteria are applicable; it being understood that such criteria in the definition of

Eligible Collateral Loan that are specified to be applicable only as of the date of acquisition of

such Collateral Loan shall not be applicable after the date of acquisition of such Collateral Loan.

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or

order for relief by a court having jurisdiction in the premises in respect of such Person or any

substantial part of its property in an involuntary case under the Bankruptcy Code or any other

applicable insolvency Law now or hereafter in effect, or appointing a receiver, liquidator,

assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial

part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such

decree or order shall remain unstayed and in effect for a period of sixty consecutive days; or (b)

the commencement by such Person of a voluntary case under the Bankruptcy Code or any other

applicable insolvency Law now or hereafter in effect, or the consent by such Person to the entry

of an order for relief in an involuntary case under any such Law, or the consent by such Person to

the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,

sequestrator or similar official for such Person or for any substantial part of its property, or the

making by such Person of any general assignment for the benefit of creditors, or the failure by

such Person generally to pay its debts as such debts become due, or the taking of action by such

Person in furtherance of any of the foregoing.

“Instrument” has the meaning assigned to such term in Section 9-102(a)(47) of the UCC.

“Interest” means, for each day during an Interest Accrual Period, the sum of the products

(for each day during such Interest Accrual Period) of:

where:

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the Interest Rate for such Interest Accrual Period;

the principal amount of the Advances outstanding on such day; and

360.

“Interest Accrual Period” means (a) with respect to the first Payment Date, the period

from and including the Closing Date to and including the last day of the calendar month

preceding the first Payment Date and (b) with respect to any subsequent Payment Date, the

period commencing on the first day of the calendar month in which the preceding Payment Date

occurred and ending on the last day of the calendar month immediately preceding the month in

which such Payment Date occurs; provided, that the final Interest Accrual Period hereunder shall

end on and include the day prior to the payment in full of the Advances hereunder.

“Interest Collection Account” has the meaning assigned to such term in Section 8.02(a).

“Interest Coverage Ratio” means, on any Monthly Reporting Date, the percentage equal

to:

(a)

an amount equal to the Collateral Interest Amount at such time; divided by

(b)

the amount payable on the Payment Date immediately following such date

of determination, in each case pursuant to Section 9.01(a)(i)(A) through (E).

“Interest Coverage Ratio Test” means a test that will be satisfied on any Monthly

Reporting Date if the Interest Coverage Ratio is greater than or equal to 125%; provided that the

Interest Coverage Ratio Test shall be deemed to be satisfied on any day prior to the initial

Advance hereunder.

“Interest Proceeds” means, with respect to any Collection Period or the related

Determination Date, without duplication, the sum of:

(a)all payments of interest and other income received in cash by the Borrower

during such Collection Period on the Collateral Loans (including interest and other

income received in cash on Ineligible Collateral Loans and accrued interest received in

cash in connection with a sale thereof during such Collection Period);

(b) all principal and interest payments received by the Borrower during such

Collection Period on Eligible Investments purchased with Interest Proceeds and all

interest payments received by the Borrower during such Collection Period on Eligible

Investments purchased with amounts credited to the Revolving Reserve Account;

(c)

allamendmentandwaiverfees,latepaymentfees(including

compensation for delayed settlement or trades), and all protection fees and other fees and

commissions received by the Borrower during such Collection Period, unless the

Collateral Manager notifies the Agents before such Determination Date that the

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Collateral Manager in its sole discretion has determined that such payments are to be

treated as Principal Proceeds; and

(d)

commitment fees, facility fees, anniversary fees, ticking fees and other

similar fees received by the Borrower during such Collection Period unless the Collateral

Manager notifies the Agents before such Determination Date that the Collateral Manager

in its sole discretion has determined that such payments are to be treated as Principal

Proceeds;

provided that:

(1) as to any Defaulted Collateral Loan (and only so long as it remains

a Defaulted Collateral Loan), any amounts received in respect thereof will

constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all

Collections in respect thereof since it became a Defaulted Collateral Loan equals

the Principal Balance of such Defaulted Collateral Loan at the time as of which it

became a Defaulted Collateral Loan and all amounts received in excess thereof

will constitute Interest Proceeds;

(2) any amounts received in respect of any Equity Security that was

received in exchange for a Defaulted Collateral Loan will constitute Principal

Proceeds (and not Interest Proceeds) until the aggregate of all collections in

respect of such Equity Security equals the outstanding Principal Balance of the

related Collateral Loan, at the time it became a Defaulted Collateral Loan, for

which such Equity Security was received in exchange; and

(3)

all Cash received as equity contributions from the Parent will

constitute Principal Proceeds unless specified by the Collateral Manager pursuant

to Section 10.05.

“Interest Rate” means, for any Interest Accrual Period, an interest rate per annum equal

to (a) at the election of the Administrative Agent or Required Lenders, at any time an Event of

Default has occurred and is continuing (and has not otherwise been waived by the Lenders

pursuant to the terms hereof), the Base Rate plus the Applicable Margin, (b) with respect to

Swingline Advances, the Base Rate plus the Applicable Margin or (c) in all other cases, subject

to Section 2.11, Adjusted Term SOFR (or, if a Benchmark Replacement has occurred, the

then-applicable Benchmark) plus the Applicable Margin.

“Interim Order” means an order, judgment, decree or ruling entered after notice and a

hearing conducted in accordance with Bankruptcy Rule 4001(c) granting interim authorization,

the operation or effect of which has not been stayed, reversed or amended.

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

and the rules and regulations promulgated thereunder.

“Law” means any action, code, consent decree, constitution, decree, directive,

enactment, finding, guideline, law, injunction, interpretation, judgment, order, ordinance, policy

statement, proclamation, promulgation, regulation, requirement, rule, rule of law, treaty, rule of

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public policy, settlement agreement, statute, or writ, of any Governmental Authority, or any

particular section, part or provision thereof.

“LBO Loan” means a Collateral Loan (a) the proceeds of which are used to finance the

acquisition of the Obligor by the sponsor thereof and (b) that has an Obligor with equity of less

than 25% of its total capitalization at the time of such acquisition, as determined by the

Collateral Manager in its commercially reasonable discretion.

“Lender Fee Letter” means that certain amended and restated lender fee letter, dated as

of the ClosingSecond Amendment Date, by and among the Lenders and, the Borrower and the

Administrative Agent.

“Lender Joinder Agreement” has the meaning assigned to such term in Section 2.18.

“Lenders” means the Persons listed on Schedule 1 and any other Person that shall have

become a party hereto in accordance with the terms hereof pursuant to an Assignment and

Acceptance or Lender Joinder Agreement, other than any such Person that ceases to be a party

hereto pursuant to an Assignment and Acceptance. For the avoidance of doubt, the Swingline

Lender shall constitute a “Lender” with respect to the repayment of Swingline Advances for all

purposes hereunder.

“Liabilities” means all liabilities, obligations, losses, claims, damages, penalties, actions,

judgments, suits, costs, reasonable and documented out-of-pocket expenses (including

reasonable and documented out-of-pocket attorneys’ fees and expenses) and disbursements of

any kind or nature whatsoever.

“Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien or

security interest (statutory or other), or preference, priority or other security agreement, charge or

preferential arrangement of any kind or nature whatsoever (including any conditional sale or

other title retention agreement, any financing lease having substantially the same economic effect

as any of the foregoing, and the filing authorized by the Borrower of any financing statement

under the UCC or comparable Law of any jurisdiction).

“Listed Collateral Loan” means a Collateral Loan for which three or more bids are

quoted and available from Loan Pricing Corporation, Mark-it Partners (formerly known as Loan

X), Interactive Data Corporation or another nationally recognized broker-dealer or nationally

recognized quotation service requested by the Collateral Manager and approved from time to

time by the Administrative Agent and the Required Lenders.

“Listed Value” means, for any Listed Collateral Loan, the bid price for such Collateral

Loan most recently quoted by Loan Pricing Corporation, Mark-it Partners (formerly known as

Loan X) or Interactive Data Corporation and obtained by the Collateral Manager, or quoted by

another nationally recognized broker-dealer or nationally recognized quotation service as may be

approved from time to time by the Administrative Agent if so requested by the Borrower;

provided that, if the Collateral Manager reasonably believes that the price quoted by any such

source is based on less than three bona fide bids, then the Collateral Manager, by notice to the

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Administrative Agent, may determine the Listed Value in accordance with clause (b) of the

definition of Market Value.

“Loan Checklist” means an electronic or hard copy, as applicable, checklist in the form

of Exhibit G, delivered by the Collateral Manager on behalf of the Borrower to the

Administrative Agent and the Collateral Administrator, for each Collateral Loan, of all Related

Documents to be included within the respective loan file, which, unless otherwise specified as an

original, shall be a copy.

“Main Street” means Main Street Capital Corporation, a Maryland corporation.

“Majority Lenders” means, as of any date of determination, one or more Lenders having

aggregate Percentages greater than 50%.

To the extent provided in Section 16.01(d), the

Percentage of any Defaulting Lender shall be disregarded in determining Majority Lenders at any

time.

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

“Market Value” means, as of any date, for any Collateral Loan:

(a)

if such Collateral Loan is a Listed Collateral Loan as at such date, the

Listed Value of such Collateral Loan as at such date; and

(b)

lower of:

if such Collateral Loan is not a Listed Collateral Loan as of such date, the

(i) the fair market value of such Collateral Loan as reasonably

determined by the Collateral Manager in accordance with the Collateral

Management Standard; and

(ii)

the purchase price in respect of such Collateral Loan expressed as

an effective percentage of par less any loss reserves maintained by the Borrower

in respect of such Collateral Loan in accordance with GAAP.

“Material Adverse Effect” means (1) a material adverse effect on (a) the business, assets,

financial condition or operations of the Borrower or the Collateral Manager, either individually

or taken as a whole (excluding a decline in the asset value of the Borrower or a change in general

market conditions or values of the loans and investments held by the Borrower), (b) the validity,

enforceability or collectability of this Agreement or any other Facility Document or the validity,

enforceability or collectability of the Collateral Loans or the Related Documents generally or any

material portion of the Collateral Loans or the Related Documents, (c) the rights and remedies of

the Administrative Agent, the Lenders and the other Secured Parties with respect to matters

arising under this Agreement or any other Facility Document, (d) the ability of each of the

Borrower or the Collateral Manager to perform its obligations under any Facility Document to

which it is a party, or (e) the status, existence, perfection, priority or enforceability of the

Collateral Agent’s Lien on the Collateral; provided that if a material adverse effect described in

clause (b) or (d) affects or impairs the rights and remedies of the Borrower with respect to the

validity, enforceability, legality or collectability of only a portion of the Collateral (and not as a

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whole), such effects shall not constitute a Material Adverse Effect at any time that such affected

Collateral Loans are excluded from the Borrowing Base.

“Material Modification” means, with respect to any Collateral Loan, any amendment,

waiver, consent or modification of a Related Document with respect thereto (it being understood

that a release document or similar instrument executed or delivered in connection with a

disposition that is otherwise permitted under the applicable Related Documents shall not

constitute an amendment or modification to such Related Document) executed or effected after

the date on which such Collateral Loan is acquired by the Borrower, that:

(a)

reduces or waives one or more interest payments or permits any interest

due with respect to such Collateral Loan in cash to be deferred or capitalized and added

to the principal amount of such Collateral Loan (other than any deferral or capitalization

already expressly permitted by the terms of its Related Documents or pursuant to the

application

provisions,

Borrower);

of a pricing grid or pursuant to benchmark replacement interest rate

in each case, as of the date such Collateral Loan was acquired by the

(b)

contractually or structurally subordinates such Collateral Loan by

operation of a priority of payments, turnover provisions or the transfer of assets in order

to limit recourse to the related Obligor;

(other than as expressly permitted by the Related Documents as of the date such

Collateral Loan was acquired by the Borrower) or releases any material guarantor or

co-Obligor from its obligations with respect thereto, and each such substitution or release

materially and adversely affects the value of such Collateral Loan (as determined by the

Administrative Agent in a commercially reasonable manner);

(d)

waives, extends or postpones any date fixed for any scheduled payment

(including at maturity) or mandatory prepayment of principal on such Collateral Loan; or

(e)

reduces or forgives any principal amount of such Collateral Loan;

provided that (i) any Collateral Loan subject to a Material Modification which subsequently

becomes a Credit Improved Loan shall no longer be considered to have been subject to a

Material Modification hereunder unless such Collateral Loan is subject to a subsequent Material

Modification; and (ii) the Collateral Manager shall be permitted, in accordance with the

Collateral Management Standard (and not with the intention of increasing availability or

circumventing any event or condition set forth in this Agreement), to reduce one or more interest

payments, extend, waive or postpone any date fixed for any scheduled payment of principal

(including at maturity) or waive, extend or reduce any mandatory prepayment of principal on a

Collateral Loan, in each case, in connection with a re-pricing, refinancing or other request

reflecting market terms then existing at such time (as determined by the Collateral Manager) or

otherwise at the Obligor’s request and not in connection with financial or operational difficulties

affecting, or the credit deterioration of, the related Obligor, in each case, without such

modification constituting a Material Modification hereunder so long as (x) after giving effect to

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such modification, each Collateral Quality Test is satisfied (or if not satisfied, the level of

compliance with such Collateral Quality Test is maintained or improved), (y) on the date of such

modification, such Collateral Loan constitutes a Current Modified Loan (whether or not clause

(dd) of the definition of Eligible Collateral Loan is satisfied) and (z) such modification is not

made to avoid (or does not have the effect of avoiding) classification of such Collateral Loan as a

Defaulted Collateral Loan.

“Maximum Advance Rate Default Test” means a test that will be satisfied at any time if

(a) the aggregate outstanding principal balance of the Advances at such time is less than or equal

to (b) the Maximum Available Amount at such time multiplied by 105%.

“Maximum Advance Rate Test” means a test that will be satisfied at any time if (a) the

aggregate outstanding principal balance of the Advances at such time is less than or equal to (b)

the Maximum Available Amount at such time.

“Maximum Available Amount” means, on any date of determination, without duplication,

an amount equal to the least of:

(a)

the Facility Amount, minus the Revolving Exposure, plus the aggregate

amount on deposit in the Revolving Reserve Account;

(b)

the sum of:

(i)

Rate, minus

the Borrowing Base multiplied by the Weighted Average Advance

(ii)

the Net Aggregate Exposure Amount, plus

(iii)

Account, plus

the aggregate amount on deposit in the Principal Collection

(iv)

Account; and

the aggregate amount on deposit in the Revolving Reserve

(c)

the sum of:

(i)

the

Aggregate

Collateral

Balance

(excludingunfunded

commitments pursuant to clause (d) of the definition thereof), minus

(ii)

the Minimum Equity Amount, plus

(iii)

Account, plus

the aggregate amount on deposit in the Principal Collection

(iv)

Account.

the aggregate amount on deposit in the Revolving Reserve

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“Measurement Date” means, (i) the Closing Date, (ii) each Borrowing Date, and (iii)

each Monthly Report Determination Date.

“Minimum Equity Amount” means, at any time, the greater of (i) the lesser of (a)

$30,000,000 and (b) 30% of the Facility Amount and (ii) (a) during the Ramp-Up Period, the

Aggregate Collateral Balance of the Collateral Loans for the three largest Obligors (determined

by Aggregate Collateral Balance) (it being understood that multiple Collateral Loans from the

same Obligor and its Affiliates shall be treated as a single exposure) and (b) following the

Ramp-Up Period, the Aggregate Collateral Balance of the Collateral Loans for the five largest

Obligors (determined by Aggregate Collateral Balance) (it being understood that multiple

Collateral Loans from the same Obligor and its Affiliates shall be treated as a single exposure).

“Money” has the meaning assigned to such term in Section 1-201(24) of the UCC.

“Monthly Asset Amount” means, for any Payment Date, an amount equal to the

Aggregate Principal Balance of all Collateral Loans calculated as the arithmetic average of the

amounts of the items described in such clauses on the first day and last day of such Collection

Period.

“Monthly Report” has the meaning assigned to such term in Section 8.06(a).

“Monthly Report Determination Date” has the meaning assigned to such term in Section

8.06(a).

“Monthly Reporting Date” has the meaning assigned to such term in Section 8.06(a).

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

“Multiemployer Plan” means an employee pension benefit plan within the meaning of

Section 4001(a)(3) of ERISA that is sponsored by the Borrower (or, with respect to the Collateral

Manager, by the Collateral Manager) or a member of its ERISA Group or to which the Borrower

(or the Collateral Manager) or a member of its ERISA Group is obligated to make contributions

or has any liability.

“Net Aggregate Exposure Amount” means, at any time, the sum of (a) the product of (i)

the Unfunded Amount of each Eligible Collateral Loan (other than Defaulted Collateral Loans

and Haircut Collateral Loans) and (ii) 1 minus the Advance Rate related to such Collateral Loan

plus (b) the product of (i) the Unfunded Amount of each Haircut Collateral Loan (other than

Defaulted Collateral Loans) and (ii) 1 minus the Recovery Rate related to such Haircut Collateral

Loan plus (c) the Unfunded Amount of each Defaulted Collateral Loan and Ineligible Collateral

Loan.

“Non-U.S. Lender” has the meaning assigned to such term in Section 16.03(g).

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

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

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“Obligations” means all indebtedness, whether absolute, fixed or contingent, at any time

or from time to time owing by the Borrower to any Secured Party or any Affected Person under

or in connection with this Agreement, any Fee Letter or any other Facility Document, including

obligations pursuant to the Agents’ Erroneous Payment Subrogation Rights, all amounts payable

by the Borrower in respect of the Advances, with interest thereon, and all other amounts payable

hereunder or thereunder by the Borrower.

“Obligor” means, in respect of any Collateral Loan, each Person obligated to pay

Collections in respect of such Collateral Loan, including any applicable guarantors; provided that

for purposes of determining the domicile of an Obligor for purposes of the definitions of

Concentration Limitation and Eligible Collateral Loan, the term “Obligor” shall only include the

Person in respect of which the Collateral Loan was principally underwritten.

“OFAC” means the U.S. Office of Foreign Assets Control.

“Other Connection Taxes” means, in the case of any Secured Party, any Taxes imposed

as a result of a present or former connection between such Secured Party and the jurisdiction

imposing such Tax (other than a connection arising solely from such Secured Party having

executed, delivered, become a party to, performed obligations under, received payments under,

received or perfected a security interest under, engaged in any other transaction pursuant to or

enforced this Agreement or any other Facility 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 Facility Document, except any such Taxes that

are Other Connection Taxes imposed with respect to an assignment (other than an assignment

made pursuant to Section 16.03(h) or Section 2.17).

“Parent” means Main Street Capital Corporation, a Maryland corporation.

“Parent Collateral Loan” means any Collateral Loan sold and/or contributed by the

Parent to the Borrower pursuant to the Purchase and Contribution Agreement.

“Parent Collateral Loan Balance” means, as of any date of determination, an amount

equal to the Aggregate Principal Balance of all Parent Collateral Loans acquired by the Borrower

from the Parent prior to such date.

“Partial PIK Loan” means a Collateral Loan that requires the Obligor to pay only a

portion of the accrued and unpaid interest in Cash on a current basis, the remainder of which is

or can be deferred and paid later; provided that the portion of such interest required to be paid in

Cash pursuant to the terms of the applicable Related Documents carries a current Cash pay

interest rate paid (x) at a floating rate of not less than 2.50% per annum over the then-current

Benchmark or (y) at a fixed rate of not less than 6.0% per annum; provided further that such

Collateral Loan shall not constitute a Partial PIK Loan if the portion of such interest required to

be paid in Cash pursuant to the terms of the applicable Related Documents carries a current Cash

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pay interest rate paid (x) at a floating rate of not less than 5.0% per annum over the then-current

Benchmark or (y) at a fixed rate of not less than 8.0% per annum.

“Participant” means any Person to whom a participation is sold as permitted by Section

16.06(c).

“Participant Register” has the meaning assigned to such term in Section 16.06(c)(ii).

“Past Due Rate” has the meaning assigned to such term in the Lender Fee Letter.

“PATRIOT Act” has the meaning assigned to such term in Section 16.16.

“Payment Account” means the payment account of the Collateral Agent established

pursuant to Section 8.03(a).

“Payment Date” means (i) January 24, 2023 and (ii) the 25th day of each calendar month

commencing February 2023; provided that, if any such day is not a Business Day, then such

Payment Date shall be the next succeeding Business Day.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor agency or

Person performing substantially the same functions.

“Percentage” of any Lender means, (a) with respect to any Lender party hereto on the

Closing Date, the percentage set forth opposite such Lender’s name on Schedule 1, as such

amount is reduced by a Lender Joinder Agreement entered into with a new Lender or by any

Assignment and Acceptance entered into by such Lender with an assignee or increased by any

Assignment and Acceptance entered into by such Lender with an assignor, or (b) with respect to

a Lender that has become a party hereto pursuant to an Assignment and Acceptance or a Lender

Joinder Agreement, the percentage set forth therein as such Lender’s Percentage, as such amount

is reduced by an Assignment and Acceptance or a Lender Joinder Agreement entered into

between such Lender and an assignee or increased by any Assignment and Acceptance or Lender

Joinder Agreement entered into by such Lender with an assignor.

“Periodic Term SOFR Determination Day” shall have the meaning set forth in the

definition of “Term SOFR”.

“Permitted Assignee” means (a) a Lender or any of its Affiliates or (b) any Person

managed by a Lender or any of its Affiliates.

“Permitted Liens” means: (a) Liens created in favor of the Collateral Agent hereunder or

under the other Facility Documents for the benefit of the Secured Parties; (b) Liens imposed by

any Governmental Authority for taxes, assessments or charges not yet delinquent or which are

being contested in good faith and by appropriate proceedings if adequate reserves with respect

thereto are maintained on the books of the Borrower in accordance with GAAP; (c) with respect

to the underlying collateral for any Collateral Loan, Liens imposed by Law, such as

materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and

other similar Liens upon such underlying assets, arising by operation of law in the ordinary

course of business for sums that are not overdue or are being contested in good faith; (d) with

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respect to any Collateral Loan, Liens on the underlying collateral for such Collateral Loan

permitted under the Related Documents that are customary for similar Collateral Loans and

consistent with the Collateral Management Standard; and (e) customary restrictions on transfer

of such Collateral Loans set forth in the applicable Related Documents.

“Permitted RIC Distributions” means, with respect to each taxable year, any

distributions determined by Main Street in good faith to be required to be made in order to

maintain Main Street’s tax status under Section 851 of the Code or to avoid the payment of any

tax imposed under Section 852(b)(1), Section 852(b)(3) or Section 4982 of the Code.

“Person” means an individual or a corporation (including a business trust), partnership,

trust, incorporated or unincorporated association, joint stock company, limited liability company,

government (or an agency or political subdivision thereof) or other entity of any kind.

“PIK Loan” means a Collateral Loan (other than a Partial PIK Loan) that permits the

Obligor thereon to defer or capitalize any portion of the accrued interest thereon.

“Plan” means an employee pension benefit plan (other than a Multiemployer Plan)

which is covered by Title IV of ERISA or subject to the minimum funding standards under

Section 412 of the Code that is sponsored by the Borrower (or, with respect to the Collateral

Manager, by the Collateral Manager) or a member of its ERISA Group or to which the Borrower

(or the Collateral Manager) or a member of its ERISA Group is obligated to make contributions

or has any liability.

“Plan Asset Rule” has the meaning assigned to such term in Section 4.01(n).

“Potential Collateral Manager Termination Event” means any event which, with the

passage of time, the giving of notice, or both, would constitute a Collateral Manager Termination

Event.

“Potential Terminated Lender” has the meaning assigned to such term in Section

2.17(a).

“Prime Rate” means the rate announced by Truist from time to time as its prime rate in

the United States, such rate to change as and when such designated rate changes. The Prime

Rate is not intended to be the lowest rate of interest charged by Truist in connection with

extensions of credit to debtors. Truist may make commercial loans or other loans at rates of

interest at, above or below the Prime Rate. Notwithstanding anything herein to the contrary, in

no event shall the Prime Rate be less than 0.00%.

“Principal Balance” means, with respect to any Collateral Loan, as of any date of

determination, the outstanding principal amount of such Collateral Loan (excluding any

capitalized interest).

“Principal Collection Account” has the meaning assigned to such term in Section

8.02(a).

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“Principal Proceeds” means, with respect to any Collection Period or the related

Determination Date, all amounts received by the Borrower during such Collection Period that do

not constitute Interest Proceeds, including unapplied proceeds of the Advances and any Cash

equity contributions (unless specified by the Collateral Manager to constitute Interest Proceeds in

accordance with Section 10.05).

“Priority of Payments” has the meaning assigned to such term in Section 9.01(a).

“Private Authorizations” means all franchises, permits, licenses, approvals, consents and

other authorizations of all Persons (other than Governmental Authorities).

“Proceeds” has, with reference to any asset or property, the meaning assigned to it under

Section 9-102(a)(64) of the UCC and, in any event, shall include any and all amounts from time

to time paid or payable under or in connection with such asset or property.

“Purchase and Contribution Agreement” means that certain Purchase and Contribution

Agreement dated as of the Closing Date between the Parent, as seller, and the Borrower, as

buyer.

“QIB” has the meaning assigned to such term in Section 16.06(e).

“Qualified Institution” means a depository institution or trust company organized under

the Laws of the United States of America or any one of the States thereof or the District of

Columbia (or any domestic branch of a foreign bank), (i)(a) that has either (1) a long-term

unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term

unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better

by Moody’s, (b) the parent corporation of which has either (1) a long-term unsecured debt rating

of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating

or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Moody’s or (c) is

otherwise acceptable to the Administrative Agent and (ii) the deposits of which are insured by

the Federal Deposit Insurance Corporation.

“Qualified Purchaser” has the meaning assigned to such term in Section 16.06(e).

“Ramp-Up Period” means the period beginning on the Closing Date and ending upon the

earliest of: (a) the date on which the Aggregate Collateral Balance first meets or exceeds the

Facility Amount then in effect; (b) the date that is the six-month anniversary of the Closing Date;

and (c) the date on which the Borrower provides written notice to the Administrative Agent that

the Ramp-Up Period has ended.

“Recovery Rate” means, with respect to any Collateral Loan, the “Recovery Rate” for

such Collateral Loan as set forth opposite such asset type below:

First Lien Loans – 50%

Split First Lien Loans – 50%

Split Lien Loans – 50%

Second Lien Loans – 30%

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“Register” has the meaning assigned to such term in Section 16.06(d).

“Regulation T”, “Regulation U” and “Regulation X” mean Regulation T, U and X,

respectively, of the Board of Governors of the Federal Reserve System, as in effect from time to

time.

“Reinvestment Period” means the period from and including the Closing Date to and

including the earlier of (a) the Scheduled Reinvestment Period End Date (including any

extension pursuant to the definition thereof) and (b) at the election of the Administrative Agent

or the Required Lenders, the date of the termination of the Commitments pursuant to Section

6.01.

“Related Documents” means, with respect to any Collateral Loan, (a) the loan or credit

agreement evidencing such Collateral Loan, (b) the principal security agreement, and (c) if the

same can be obtained without undue expense or effort, all other material documents evidencing,

guaranteeing, securing, governing or giving rise to such Collateral Loan (including those

identified on the Loan Checklist).

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal

Reserve Bank of New York, or a committee officially endorsed or convened by the Federal

Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Test Period” means, with respect to any Collateral Loan, the relevant test

period for the calculation of EBITDA, Fixed Charge Coverage Ratio, Senior Leverage Ratio or

Total Leverage Ratio, as applicable, for such Collateral Loan in the applicable Related

Documents or, if no such period is provided for therein, for Obligors delivering monthly

financial statements, each period of the last twelve consecutive reported calendar months, and

for Obligors delivering quarterly financial statements, each period of the last four consecutive

reported fiscal quarters of the principal Obligor on such Collateral Loan; provided that, with

respect to any Collateral Loan for which the relevant test period is not provided for in the

applicable Related Documents, if an Obligor is a newly-formed entity as to which twelve

consecutive calendar months have not yet elapsed, “Relevant Test Period” shall initially include

the period from the date of formation of such Obligor or closing date of the applicable Collateral

Loan to the end of the twelfth calendar month or fourth fiscal quarter (as the case may be) from

the date of formation or closing, as applicable, and shall subsequently include each period of the

last twelve consecutive reported calendar months or four consecutive reported fiscal quarters (as

the case may be) of such Obligor.

“Replacement Lender” has the meaning assigned to such term in Section 2.17(a).

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

“Required Lenders” means, as of any date of determination, one or more Lenders having

aggregate Percentages greater than or equal to 66 2/3%; provided that if there are two (2) or more

Lenders party hereto that are not Affiliates as of the applicable date of determination, then at

least two such Lenders shall be required to constitute the Required Lenders. To the extent

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provided in Section 16.01(d), the Percentage of any Defaulting Lender shall be disregarded in

determining Required Lenders at any time.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

“Responsible Officer” means (a) in the case of (i) a corporation or (ii) a partnership or

(iii) a limited liability company that, in each case, pursuant to its Constituent Documents, has

officers, any chief executive officer, chief financial officer, chief administrative officer,

managing director, president, senior vice president, vice president, assistant vice president,

treasurer, director or manager, and, in any case where two Responsible Officers are acting on

behalf of such entity, the second such Responsible Officer may be a secretary or assistant

secretary (provided that a director or manager (other than an Independent Manager) of the

Borrower shall be a Responsible Officer regardless of whether its Constituent Documents

provide for officers), (b) without limitation of clause (a)(ii), in the case of a limited partnership,

the Responsible Officer of the general partner, acting on behalf of such general partner in its

capacity as general partner, (c) without limitation of clause (a)(iii), in the case of a limited

liability company, any Responsible Officer of the sole member or managing member or manager,

acting on behalf of the sole member, managing member or manager in its capacity as sole

member, managing member or manager, (d) in the case of a trust, the Responsible Officer of the

trustee, acting on behalf of such trustee in its capacity as trustee, (e) an “authorized signatory” or

“authorized officer” that has been so authorized pursuant to customary corporate proceedings,

limited partnership proceedings, limited liability company proceedings or trust proceedings, as

the case may be, and that has responsibilities commensurate with the matter for which it is acting

as a Responsible Officer: the initial “authorized signatories” of the Borrower, the Parent and the

Collateral Manager are set forth on Schedule 7 hereto (as such Schedule 7 may be modified from

time to time by written notice), (f) in the case of the Administrative Agent, an officer of

Administrative Agent, as applicable, having direct responsibility for the administration of this

Agreement, (g) in the case of the Custodian, the Document Custodian or the Collateral Agent, as

applicable, an officer assigned to the Agency & Trust Division (or any successor group) of the

Custodian, the Document Custodian or the Collateral Agent, as applicable, including any vice

president of the Custodian, the Document Custodian or the Collateral Agent customarily

performing functions similar to those performed by the persons who at the time shall be such

officers, respectively, or to whom any matter is referred within such Agency & Trust Division

(or any successor group), because of such person’s knowledge of and familiarity with the

particular subject and in each case having direct responsibility for the administration of this

Agreement and (h) in the case of the Collateral Administrator, any officer authorized to act for

and on behalf of the Collateral Administrator or to whom any matter is referred within such

Person because of such person’s knowledge of and familiarity with the particular subject and, in

each case, having direct responsibility for the administration of this Agreement.

“Restricted Payments” means the declaration of any distribution or dividends or the

payment of any other amount (including in respect of redemptions permitted by the Constituent

Documents of the Borrower) to any shareholder, partner, member or other equity investor in the

Borrower on account of any share, membership interest, partnership interest or other equity

interest in respect of the Borrower, or the payment on account of, or the setting apart of assets for

a sinking or other analogous fund for, or the purchase or other acquisition of any class of stock of

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or other equity interest in the Borrower or of any warrants, options or other rights to acquire the

same (or to make any “phantom stock” or other similar payments in the nature of distributions or

dividends in respect of equity to any Person), whether now or hereafter outstanding, either

directly or indirectly, whether in cash, property (including marketable securities), or any payment

or setting apart of assets for the redemption, withdrawal, retirement, acquisition, cancellation or

termination of any share, membership interest, partnership interest or other equity interest in

respect of the Borrower. For the avoidance of doubt, (x) payments and reimbursements due to

the Collateral Manager in accordance with this Agreement or any other Facility Document do not

constitute Restricted Payments, and (y) distributions by the Borrower to holders of its

membership interests of Collateral Loans or of cash or other proceeds relating thereto which

have been sold to, repurchased or substituted by, the Borrower in accordance with this

Agreement shall not constitute Restricted Payments.

“Retransfer Date” has the meaning assigned to such term in Section 10.03(b)(vi).

“Review Criteria” is defined in Section 13.02(b)(i).

“Revolving Collateral Loan” means any Collateral Loan (other than a Delayed

Drawdown Collateral Loan) that is a loan (including revolving loans, funded and unfunded

portions of revolving credit lines and letter of credit facilities, unfunded commitments under

specific facilities and other similar loans and investments) that by its terms may require one or

more future advances to be made to the related Obligor by the Borrower and which provides that

such borrowed money may be repaid and re-borrowed from time to time; provided that any such

Collateral Loan will be a Revolving Collateral Loan only until all commitments to make

advances to the Obligor expire or are terminated or irrevocably reduced to zero.

“Revolving Exposure” means, at any time, the sum of the aggregate Unfunded Amount

of each Collateral Loan (including each Ineligible Collateral Loan and each Defaulted Collateral

Loan) at such time.

“Revolving Reserve Account” means the account established pursuant to Section 8.04.

“Revolving Reserve Required Amount” has the meaning assigned to such term in Section

8.04.

“RIC” or “regulated investment company” shall mean an investment company or

business development company that qualifies for the special tax treatment provided for by

subchapter M of the Code.

“S&P” means S&P Global Inc., and any successor thereto.

“Sanctioned Country” means, at any time, a country or territory that is, or whose

government is, the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related

list of designated Persons maintained by OFAC, the U.S. Department of State, the United

Nations Security Council, the European Union, any EU member state, His Majesty’s Treasury of

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the United Kingdom or the Government of Canada, (b) any Person located, organized or resident

in a Sanctioned Country or (c) any Person controlled by any such Person.

“Sanctions” means economic or financial sanctions or trade embargoes administered or

enforced from time to time by (a) the U.S. government, including those administered by OFAC

or the U.S. Department of State, (b) the United Nations Security Council, the European Union or

His Majesty’s Treasury of the United Kingdom or (c) the Government of Canada, including

those administered by Global Affairs Canada, Public Safety Canada, and the Department of

Justice.

“Scheduled Distribution” means, with respect to any Collateral Loan, for each Due Date,

the scheduled payment of principal and/or interest and/or fees due on such Due Date with respect

to such Collateral Loan.

“Scheduled Reinvestment Period End Date” means November 21, 2025September 27,

2027 (or such later date as may be agreed by the Borrower, the Administrative Agent and each

Lender).

“Scheduled Split First Lien Loan” means a Collateral Loan set forth on Schedule 8

hereto that (a) would be characterized as a First Lien Loan but which has been structured with a

credit facility that is senior in right of payment thereto and (b) satisfies the following criteria, as

of the date of origination by Main Street: (i) the aggregate commitment of the senior credit

facility is less than or equal to 25.0% of the total first lien debt (including the Split First Lien

Loan and the senior credit facility as measured by aggregate first lien loans and commitments),

and (ii) the senior credit facility portion (as measured by commitment) has a trailing

twelve-month senior debt to EBITDA ratio of less than or equal to 0.5x.

“Scheduled Split Lien Loan” means a Collateral Loan set forth on Schedule 9 hereto that

(a) would be characterized as a First Lien Loan but which has been structured with a credit

facility that is senior in right of payment with respect to current assets and (b) satisfies the

following criteria, as of the date of origination by Main Street: (i) the aggregate commitment of

the senior credit facility is less than or equal to 25.0% of the total first lien debt (including the

Split Lien Loan and the senior credit facility as measured by aggregate first lien loans and

commitments), and (ii) the senior credit facility portion (as measured by commitment) has a

trailing twelve-month senior debt to EBITDA ratio of less than or equal to 1.0x.

“Second Amendment Date” means September 26, 2024.

“Second Lien Loan” means any Collateral Loan (for purposes of this definition, a

“loan”) that:

(a)

Lien Loan); or

is a First Lien/Last Out Loan (other than a Split First Lien Loan or a Split

(b)

meets the following criteria:

(i)

is not (and is not expressly permitted by its terms to become)

subordinate in right of payment to any other obligation for borrowed money of the

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Obligor of such loan (excluding customary terms applicable to a second lien

lender under customary intercreditor provisions, such as after an event of default

in connection with a first priority perfected Lien or with respect to the liquidation

of the Obligor or of specified collateral);

(ii)

is secured by a valid second priority perfected Lien in, to or on

specified collateral securing the Obligor’s obligations under such loan (whether or

not such loan is also secured by any higher or lower priority Lien on other

collateral), but subject to purchase money Liens and customary Liens for taxes or

regulatory charges not then due and payable and other Permitted Liens under the

Related Documents; provided that such Permitted Liens do not directly secure

indebtedness for borrowed money;

(iii)

is secured, pursuant to such second priority perfected Lien, by

collateral having a value (determined as set forth below) that is adequate (in the

commercially reasonable judgment of the Collateral Manager) to repay such

Collateral Loan in accordance with its terms plus the aggregate Principal Balances

of all other loans of equal or higher seniority secured by a first or second Lien in

the same collateral; and

(iv)

is not a loan which is secured solely or primarily by the common

stock of its Obligor or any of its Affiliates; provided that the limitation set forth in

this subclause (iv) shall not apply with respect to a Collateral Loan made to a

parent entity that is secured solely or primarily by the stock of one or more of the

subsidiaries of such parent entity to the extent that either (1) in the Collateral

Manager’s reasonable judgment, the applicable Related Documents of such

Collateral Loan limit the activities of such Obligor or such subsidiary, as

applicable, in such a manner so as to provide a reasonable expectation that (x)

cash flows from such Obligor or from such subsidiary and such Obligor, as

applicable, are sufficient to provide debt service on such Collateral Loan and (y)

the assets of such Obligor or of such subsidiary and such Obligor, as applicable,

would be available to repay principal of and interest on such Collateral Loan in

the event of the enforcement of such Related Documents or (2) the granting by

any such subsidiary of a Lien on its own property would violate law or regulations

applicable to such subsidiary (whether the obligation secured is such Collateral

Loan or any other similar type of indebtedness owing to third parties).

The determination as to whether clause (b)(iii) of this definition is satisfied shall be based

on both (a) an analysis of the enterprise value (including, without limitation, its general financial

condition, ability to generate cash flow available for debt service and other demands for that cash

flow) of the related Obligor by the Collateral Manager or an Appraisal or other valuation (which

may be an internal Appraisal or valuation performed by the Collateral Manager) performed on or

about the date of acquisition by the Borrower or of the most recent restructuring of such

Collateral Loan, and (b) the Collateral Manager’s judgment at the time such Collateral Loan is

acquired by the Borrower.

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“SEC” means the United States Securities and Exchange Commission or any

Governmental Authority succeeding to any or all of the functions thereof.

“Secured Parties” means the Administrative Agent, the Collateral Agent, the Collateral

Administrator, the Document Custodian, the Custodian (including Citibank, N.A. in its capacity

as Securities Intermediary under the Account Control Agreement), each Lender, the Collateral

Manager, and, if applicable, the Successor Collateral Manager.

“Secured Party Representatives” has the meaning assigned to such term in Section

16.09.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and

regulations promulgated thereunder, all as from time to time in effect.

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

UCC.

“Security Entitlement” has the meaning assigned to such term in Section 8-102(a)(17) of

the UCC.

“Senior Collateral Management Fee” means, for any Collection Period, an amount equal

to the product of (a) 0.25% per annum, multiplied by (b) the Monthly Asset Amount (calculated

on the basis of a 360 day year and the actual number of days elapsed in the related Collection

Period).

“Senior Leverage Ratio” means, with respect to any Collateral Loan for any Relevant

Test Period, the meaning of “Senior Leverage Ratio”, “Senior Net Leverage Ratio”, “First Lien

Leverage Ratio”, “First Lien Net Leverage Ratio” or any comparable term relating to first lien

senior secured (or such applicable lien or applicable level within the capital structure)

indebtedness defined in the Related Documents for such Collateral Loan, or the ratio of (a) first

lien senior secured (or such applicable lien or applicable level within the capital structure)

indebtedness minus Unrestricted Cash to (b) EBITDA as calculated by the Collateral Manager in

good faith using information from and calculations consistent with the relevant financial models,

pro forma financial statements, compliance statements and financial reporting packages provided

by the relevant Obligor as per the requirements of the Related Documents.

“Signature Law” has the meaning assigned to such term in Section 16.05.

“SOFR” means a rate per annum equal to the secured overnight financing rate as

administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor

administrator of the secured overnight financing rate).

“SOFR Borrowing” shall mean a Borrowing that bears interest at a rate based on

Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate”.

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“Solvent” means, as to any Person, such Person is not “insolvent” within the meaning of

Section 101(32) of the Bankruptcy Code or Section 271 of the Debtor and Creditor Law of the

State of New York.

“Specified Eligible Investment” means an Eligible Investment that is available to the

Collateral Agent, specified by the Collateral Manager to the Collateral Agent (with a copy to the

Administrative Agent) on or prior to the initial Borrowing Date; provided that, so long as no

Default or Event of Default shall have occurred and then be continuing, at any time with not less

than five Business Days’ notice to the Collateral Agent (with a copy to the Administrative

Agent) the Collateral Manager may (and, if the-then Specified Eligible Investment is no longer

available to the Collateral Agent, shall) designate another Eligible Investment that is available to

the Collateral Agent to be the Specified Eligible Investment for purposes hereof. After the

occurrence of a Default or Event of Default, a Specified Eligible Investment shall mean an

Eligible Investment which has been selected by the Administrative Agent and specified to the

Collateral Agent.

“Split First Lien Loan” means (x) a Scheduled Split First Lien Loan or (y) a Collateral

Loan that (a) would be characterized as a First Lien Loan but which has been structured with a

credit facility that is senior in right of payment thereto and (b) satisfies the following criteria: (i)

the aggregate commitment of the senior credit facility is less than or equal to 25.0% of the total

first lien debt (including the Split First Lien Loan and the senior credit facility as measured by

aggregate first lien loans and commitments), and (ii) the senior credit facility portion (as

measured by commitment) has a trailing twelve-month senior debt to EBITDA ratio of less than

or equal to 0.5x. Collateral Loans that do not meet the requirements of this definition may be

categorized as (subject to satisfying the applicable criteria) either (a) Split Lien Loans or (b)

Second Lien Loans.

“Split Lien Loan” means a (x) a Scheduled Split Lien Loan or (y) Collateral Loan that (a)

would be characterized as a First Lien Loan but which has been structured with a credit facility

that is senior in right of payment with respect to current assets and (b) satisfies the following

criteria: (i) the aggregate commitment of the senior credit facility is less than or equal to 25.0%

of the total first lien debt (including the Split Lien Loan and the senior credit facility as measured

by aggregate first lien loans and commitments), and (ii) the senior credit facility portion (as

measured by commitment) has a trailing twelve-month senior debt to EBITDA ratio of less than

or equal to 1.0x. Collateral Loans that do not meet the requirements of this definition shall be

deemed Second Lien Loans.

“Stretch Senior Loan” means any Collateral Loan (a) that is secured by a valid and

perfected first priority Lien on substantially all of the Obligor’s assets constituting the underlying

collateral for such Collateral Loan, subject to Permitted Liens, (b) for which no other secured

indebtedness of the Obligor secured by a lien on substantially all of the Obligor’s assets and

senior to the Lien of the Collateral Loan exists or is outstanding (subject to Permitted Liens), and

pari passu with, all other indebtedness of such Obligor. For purposes of determining the

Advance Rate for a Stretch Senior Loan, (i) if the Obligor of such Stretch Senior Loan is a Tier 1

Obligor at the time of acquisition by the Borrower, then (a) that portion of such Stretch Senior

Loan which, when included in the total indebtedness of such Obligor, results in a Total Leverage

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Ratio of 5.50x or less at the time of acquisition by the Borrower shall be treated as a First Lien

Loan and (b) that portion of such Stretch Senior Loan which, when included in the total

indebtedness of such Obligor, results in a Total Leverage Ratio greater than 5.50x (but less than

or equal to 6.50x) at the time of acquisition by the Borrower shall be treated as a Second Lien

Loan; (ii) if the Obligor of such Stretch Senior Loan is a Tier 2 Obligor at the time of acquisition

by the Borrower, then (a) that portion of such Stretch Senior Loan which, when included in the

total indebtedness of such Obligor, results in a Total Leverage Ratio of 4.75x or less at the time

of acquisition by the Borrower shall be treated as a First Lien Loan and (b) that portion of such

Stretch Senior Loan which, when included in the total indebtedness of such Obligor, results in a

Total Leverage Ratio greater than 4.75x (but less than or equal to 5.75x) at the time of

acquisition by the Borrower shall be treated as a Second Lien Loan; and (iii) if the Obligor of

such Stretch Senior Loan is a Tier 3 Obligor at the time of acquisition by the Borrower, then (a)

that portion of such Stretch Senior Loan which, when included in the total indebtedness of such

Obligor, results in a Total Leverage Ratio of 4.25x or less at the time of acquisition by the

Borrower shall be treated as a First Lien Loan and (b) that portion of such Stretch Senior Loan

which, when included in the total indebtedness of such Obligor, results in a Total Leverage Ratio

greater than 4.25x (but less than or equal to 5.00x) at the time of acquisition by the Borrower

shall be treated as a Second Lien Loan. For all other purposes, a Stretch Senior Loan shall be

considered a First Lien Loan.

“Structured Finance Obligation” means any debt obligation owing by a finance vehicle

that is secured directly and primarily by, primarily referenced to, and/or primarily representing

ownership of, a pool of receivables or a pool of other assets, including collateralized debt

obligations, residential mortgage-backed securities, commercial mortgage-backed securities,

other asset-backed securities, “future flow” receivable transactions and other similar obligations;

provided that loans to financial service companies, factoring businesses, health care providers

and other genuine operating businesses do not constitute Structured Finance Obligations.

“Subordinated Collateral Management Fee” means, for any Collection Period, an

amount equal to the product of (a) 0.25% per annum, multiplied by (b) the Monthly Asset

Amount (calculated on the basis of a 360-day year and the actual number of days elapsed in the

related Collection Period).

“Substitute Loan” has the meaning assigned to such term in Section 10.03.

“Successor Collateral Manager” has the meaning assigned to such term in Section

11.08(b).

“Swingline Advance” means any swingline loan made by the Swingline Lender to the

Borrower pursuant to Section 2.01 and all such swingline loans collectively as the context

requires.

“Swingline Commitment” means the commitment of the Swingline Lender to fund

Swingline Advances subject to the terms and conditions herein, in an amount not greater than

$20,000,000, as such amount may be reduced, increased or assigned from time to time pursuant

to the provisions of this Agreement. The Swingline Commitment is a sub-limit of the

Commitment of the Swingline Lender, in its capacity as a Lender hereunder, and is not in

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addition thereto.Each Lender shall purchase a risk participation interest in any Swingline

Advance.

“Swingline Lender” has the meaning assigned such term in the introduction of this

Agreement.

“Swingline Refund Date” has the meaning assigned to such term in Section 2.15(a).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions,

withholdings (including backup withholding), assessments, fees or other charges imposed by any

taxing Governmental Authority, including any interest, additions to tax or penalties applicable

thereto.

“Term SOFR” means,

(a)

for any calculation with respect to a SOFR Borrowing, the Term SOFR

Reference Rate for a tenor comparable to the applicable Interest Accrual Period on the

day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S.

Government Securities Business Days prior to the first day of such Interest Accrual

Period, as such rate is published by the Term SOFR Administrator; provided, that if as of

5:00 p.m. on any Periodic Term SOFR Determination Day the Term SOFR Reference

Rate for the applicable tenor has not been published by the Term SOFR Administrator

and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has

not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as

published by the Term SOFR Administrator on the first preceding U.S. Government

Securities Business Day for which such Term SOFR Reference Rate for such tenor was

published by the Term SOFR Administrator so long as such first preceding U.S.

Government Securities Business Day is not more than three (3) U.S. Government

Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)

for any calculation with respect to any Borrowing other than a SOFR

Borrowing on any day, the Term SOFR Reference Rate for a tenor of one month on the

day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S.

Government Securities Business Days prior to such day, as such rate is published by the

Term SOFR Administrator; provided that if as of 5:00 p.m. on any Base Rate Term

SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has

not been published by the Term SOFR Administrator and a Benchmark Replacement

Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR

will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR

Administrator on the first preceding U.S. Government Securities Business Day for which

such Term SOFR Reference Rate for such tenor was published by the Term SOFR

Administrator so long as such first preceding U.S. Government Securities Business Day

is not more than three (3) U.S. Government Securities Business Days prior to such Base

Rate Term SOFR Determination Day;

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provided, that if Term SOFR determined as provided above (including pursuant to the proviso

under clause (a) or (b) above) is less than the Floor, then Term SOFR shall be deemed to be the

Floor.

“Term SOFR Adjustment” means a percentage equal to 0.10% per annum.

“Term SOFR Administrator” means the CME Group Benchmark Administration Limited

(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the

Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the rate per annum determined by the

Administrative Agent, based on the rate published by the Term SOFR Administrator, as the

forward-looking term rate based on SOFR.

“Tier 1 Obligor” means an Obligor of any Collateral Loan with EBITDA greater than or

equal to $50,000,000, determined at the most recent to occur of (i) the date such Collateral Loan

is acquired by the Borrower and (ii) the date of any subsequent increase or modification to such

Collateral Loan resulting from a material acquisition by the associated Obligor.

“Tier 2 Obligor” means an Obligor of any Collateral Loan with either (a) EBITDA

greater than or equal to $20,000,000 or (b) (i) EBITDA greater than $5,000,000 and less than

$20,000,000 and (ii) a Fixed Charge Coverage Ratio of greater than or equal to 1.25x and a Debt

to Capitalization Ratio of no more than 65.0% (in each case, determined at the most recent to

occur of (i) the date such Collateral Loan is acquired by the Borrower and (ii) the date of any

subsequent increase or modification to such Collateral Loan resulting from a material acquisition

by the associated Obligor).

“Tier 3 Obligor” means an Obligor that does not meet the criteria of either a Tier 1

Obligor or a Tier 2 Obligor.

“Total Leverage Ratio” means, with respect to any Collateral Loan for any Relevant Test

Period, the meaning of “Total Leverage Ratio”, “Total Net Leverage Ratio” or any comparable

term relating to total indebtedness defined in the Related Documents for such Collateral Loan or

the ratio of (a) total indebtedness minus Unrestricted Cash to (b) EBITDA as calculated by the

Collateral Manager in good faith using information from and calculations consistent with the

relevant financial models, pro forma financial statements, compliance statements and financial

reporting packages provided by the relevant Obligor as per the requirements of the Related

Documents.

“Trade Ticket” means any trade ticket, confirmation of trade, instruction to post or to

commit to the trade or similar instrument or document or other written instruction (including by

email or other electronic communication or file transfer protocol).

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

“UCC” means the New York Uniform Commercial Code; provided that if, by reason of

any mandatory provisions of Law, the perfection, the effect of perfection or non-perfection or

priority of the security interests granted to the Collateral Agent pursuant to this Agreement are

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governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States of

America other than the State of New York, then “UCC” means the Uniform Commercial Code

as in effect from time to time in such other jurisdiction for purposes of such perfection, effect of

perfection or non-perfection or priority.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined

under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook

(as amended from time to time) promulgated by the United Kingdom Financial Conduct

Authority, which includes certain credit institutions and investment firms, and certain affiliates

of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding

the Benchmark Replacement Adjustment.

“Uncertificated Security” has the meaning assigned to such term in Section 8-102(a)(18)

of the UCC.

“Unfunded Amount” means, with respect to any Collateral Loan that constitutes a

Revolving Collateral Loan or a Delayed Drawdown Collateral Loan, as of any date of

determination, the unfunded commitment of the Borrower with respect to such Collateral Loan

as of such date.

“Unrestricted Cash” has the meaning assigned to the term “Unrestricted Cash” or any

comparable term defined in the Related Documents for each Collateral Loan, and in any case that

“Unrestricted Cash” or such comparable term is not defined in such Related Documents, all cash

available for use for general corporate purposes and not held in any reserve account or legally or

contractually restricted for any particular purposes or subject to any lien (other than blanket liens

permitted under or granted in accordance with such Related Documents).

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii)

a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association

recommends that the fixed income departments of its members be closed for the entire day for

purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States person” as defined in Section

7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section

16.03(g)(iii).

“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as

amended, and the applicable rules and regulations thereunder.

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“Weighted Average Advance Rate” means, as of any date of determination, the weighted

average of the Advance Rates applicable to the Eligible Collateral Loans on such day, weighted

according to the proportion of the Borrowing Base that each such Eligible Collateral Loan

included in the Collateral represents.

“Weighted Average Coupon” means, as of any date, an amount equal to the number,

expressed as a percentage, obtained by:

(a)

summing the products of (i) the stated interest coupon on each Fixed Rate

Loan multiplied by (ii) the Principal Balance of such Fixed Rate Loan; and

(b)

dividing such sum by the Aggregate Principal Balance of all Fixed Rate

Loans as of such date.

“Weighted Average Coupon Test” means a test that will be satisfied on any date of

determination if the Weighted Average Coupon equals or exceeds 8.00%.

“Weighted Average EBITDA” means, as of any date of determination, the weighted

average of EBITDA of the Obligors related to the Eligible Collateral Loans on such day,

weighted according to the proportion of the Principal Balance that each such Eligible Collateral

Loan included in the Collateral represents.

“Weighted Average EBITDA Test” means a test that will be satisfied on any date of

determination if the Weighted Average EBITDA equals or exceeds $15,000,000.

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

dividing:

(a)

the amount equal to (i) the Aggregate Funded Spread (with respect to all

Floating Rate Loans) plus (ii) the Aggregate Unfunded Spread, by

(b)the Aggregate Principal Balance of all Floating Rate Loans as of such

date.

“Weighted Average Life” means, as of any date of determination with respect to all

Eligible Collateral Loans, the number of years following such date obtained by:

(a)

summing the products of (i) the Average Life at such time of each Eligible

Collateral Loan multiplied by (ii)(A) the Principal Balance plus (B) the Unfunded

Amount of such Collateral Loan; and

(b)

dividing such sum by the sum of the Aggregate Principal Balance plus the

Unfunded Amount of all Eligible Collateral Loans as of such date.

For the purposes of the foregoing, the “Average Life” is, on any date of

determination with respect to any Eligible Collateral Loan, the quotient obtained by

dividing (i) the sum of the products of (A) the number of years (rounded to the nearest

one hundredth thereof) from such date of determination to the respective dates of each

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successive Scheduled Distribution of principal of such Collateral Loan and (B) the

respective amounts of principal of such Scheduled Distributions by (ii) the sum of all

successive Scheduled Distributions of principal on such Collateral Loan.

“Weighted Average Life Test” means a test that will be satisfied on any date of

determination if the Weighted Average Life of the Collateral Loans as of such date is less than or

equal to 6.0 years.

“Weighted Average Spread Test” means a test that will be satisfied on any date of

determination if the Weighted Average Floating Spread equals or exceeds 5.00%.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete

or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of

Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution

Authority, the write-down and conversion powers of such EEA Resolution Authority from time

to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down

and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with

respect to the United Kingdom, any powers of the applicable Resolution Authority under the

Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK

Financial Institution or any contract or instrument under which that liability arises, to convert all

or part of that liability into shares, securities or obligations of that person or any other person, to

provide that any such contract or instrument is to have effect as if a right had been exercised

under it or to suspend any obligation in respect of that liability or any of the powers under that

Bail-In Legislation that are related to or ancillary to any of those powers.

“Zero Coupon Obligation” means a Collateral Loan that does not provide for periodic

payments of interest in Cash or that pays interest only at its stated maturity.

Section 1.02. Rules of Construction. For all purposes of this Agreement and the other

Facility Documents, except as otherwise expressly provided or unless the context otherwise

requires (i) singular words shall connote the plural as well as the singular and vice versa (except

as indicated), as may be appropriate, (ii) the words “herein,” “hereof” and “hereunder” and other

words of similar import used in any Facility Document refer to such Facility Document as a

whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other

subdivision thereof, (iii) the headings, subheadings and table of contents set forth in any Facility

Document are solely for convenience of reference and shall not constitute a part of such Facility

Document nor shall they affect the meaning, construction or effect of any provision thereof, (iv)

references in any Facility Document to “include” or “including” shall mean include or including,

as applicable, without limiting the generality of any description preceding such term, and for

purposes thereof the rule of ejusdem generis shall not be applicable to limit a general statement,

followed by or referable to an enumeration of specific matters, to matters similar to those

specifically mentioned, (v) each of the parties to this Agreement and its counsel have reviewed

and revised, or requested revisions to, this Agreement, and the rule of construction that any

ambiguities are to be resolved against the drafting party shall be inapplicable in the construction

and interpretation of this Agreement, (vi) any definition of or reference to any Facility

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Document, agreement, instrument or other document shall be construed as referring to such

Facility Document, agreement, instrument or other document as from time to time amended,

restated, supplemented or otherwise modified (subject to any restrictions on such amendments,

restatements, supplements or modifications set forth herein or therein), (vii) any reference in any

Facility Document, including the introduction and recitals to such Facility Document, to any

Person shall be construed to include such Person’s successors and assigns (subject to any

restrictions set forth herein or in any other applicable agreement), (viii) any reference to any Law

herein shall refer to such Law as amended, modified, replaced or supplemented from time to

time, (ix) any Event of Default or Collateral Manager Termination Event shall be continuing

until expressly waived in writing by the requisite Lenders, (x) unless otherwise provided in any

Facility Document, all references to time of day refer to Eastern standard time or Eastern

daylight savings time, as in effect in New York City on such day, (xi) when the performance of

any covenant, duty or obligation under any Facility Document is required to be performed on a

day which is not a Business Day, the date of such performance shall extend to the next

succeeding Business Day and (xii) if any payment required by any Facility Document becomes

due on a day which is not a Business Day, such payment may be made on the next succeeding

Business Day. Any direction or order required hereunder relating to the purchase, acquisition,

sale, disposition or other transfer of the Collateral may be in the form of a Trade Ticket from the

Borrower on which the Collateral Agent and Collateral Administrator may rely. Furthermore,

with respect to any instruction to the Collateral Agent hereunder relating to the transfer of

amounts on deposit in any of the Accounts, a copy of such instruction shall also be required to be

given to the Collateral Administrator.

Section 1.03.

Computation of Time Periods. Unless otherwise stated in the applicable

Facility Document, in the computation of a period of time from a specified date to a later

specified date, the word “from” means “from and including”, the word “through” means “to and

including” and the words “to” and “until” both mean “to but excluding”. Periods of days

referred to in any Facility Document shall be counted in calendar days unless Business Days are

expressly prescribed.

Section 1.04.Collateral Value Calculation Procedures.

In connection with all

calculations required to be made pursuant to this Agreement with respect to Scheduled

Distributions on any Collateral Loans, or any payments on any other assets included in the

Collateral, with respect to the sale of and reinvestment in Collateral Loans, and with respect to

the income that can be earned on Scheduled Distributions on such Collateral Loans and on any

other amounts that may be received for deposit in the Collection Account, the provisions set

forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable

to any determination or calculation that is covered by this Section 1.04, whether or not reference

is specifically made to Section 1.04, unless some other method of calculation or determination is

expressly specified in the particular provision.

(a)

All calculations with respect to Scheduled Distributions on the Collateral Loans

shall be made on the basis of information as to the terms of each such Collateral Loan and upon

reports of payments, if any, received on such Collateral Loans that are furnished by or on behalf

of the Obligor of such Collateral Loans and, to the extent they are not manifestly in error, such

information or reports may be conclusively relied upon in making such calculations.

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(b) For purposes of calculating the Coverage Tests and the Maximum Advance Rate

Default Test, except as otherwise specified in the Coverage Tests or the Maximum Advance

Rate Default Test, such calculations will not include (i) scheduled interest and principal

payments on Defaulted Collateral Loans and Ineligible Collateral Loans unless or until such

payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral

Loans, unless or until such fees are actually paid.

Distribution on any Collateral Loans (other than Defaulted Collateral Loans and Ineligible

Collateral Loans, which, except as otherwise provided herein, shall be assumed to have

Scheduled Distributions of zero) shall be the total amount of payments and collections to be

received during such Collection Period in respect of such Collateral Loans.

(d)

Each Scheduled Distribution received with respect to a Collateral Loan shall be

assumed to be received on the applicable Due Date.

(e)

References in the Priority of Payments to calculations made on a “pro forma

basis” shall mean such calculations after giving effect to all payments, in accordance with the

Priority of Payments, that precede (in priority of payment) or include the clause in which such

calculation is made.

(f)

For purposes of calculating all Concentration Limitations, in both the numerator

and the denominator of any component of the Concentration Limitations, Ineligible Collateral

Loans will be treated as having a Principal Balance equal to zero.

(g)

Determinations of the Collateral Loans, or portions thereof, that constitute Excess

Concentration Amounts will be determined in the way that produces the highest Borrowing Base

at the time of determination, it being understood that a Collateral Loan (or portion thereof) that

falls into more than one category of Collateral Loans will be deemed, solely for purposes of such

determinations, to fall only into the category that produces the highest such Borrowing Base at

such time (without duplication).

(h)

Except as otherwise provided herein, the Defaulted Collateral Loan Balance for

Defaulted Collateral Loans will be included in the calculation of the Collateral Quality Tests and

Ineligible Collateral Loans will not be included in the calculation of the Collateral Quality Tests.

(i)

For purposes of determining the Weighted Average Spread Test and the Weighted

Average Coupon Test (and related computations of stated interest coupons and Aggregate

Funded Spread), capitalized or deferred interest (and any other interest that is not required to be

paid in cash) will be excluded.

(j)

References in this Agreement to the Borrower’s “purchase” or “acquisition” of a

Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way

of a sale and/or contribution from the Parent and the Borrower’s making or origination of such

Collateral Loan. Portions of the same Collateral Loan acquired by the Borrower on different

dates (whether through purchase, receipt by contribution or the making or origination thereof, but

excluding subsequent draws under Revolving Collateral Loans or Delayed Drawdown Collateral

Loans) will, for purposes of determining the purchase price of such Collateral Loan, be treated as

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separate purchases on separate dates (and not a weighted average purchase price for any

particular Collateral Loan).

(k)

For the purposes of calculating compliance with each of the Concentration

Limitations all calculations will be rounded to the nearest 0.01%.

(l)

Notwithstanding any other provision of this Agreement to the contrary, all

monetary calculations under this Agreement shall be in Dollars. For purposes of this Agreement,

calculations with respect to all amounts received or required to be paid in a currency other than

Dollars shall be valued at zero.

(m)

For purposes of calculating compliance with any test under this Agreement in

connection with the acquisition or disposition of a Collateral Loan or Eligible Investment, the

trade date (and not the settlement date) with respect to any such Collateral Loan or Eligible

Investment under consideration for acquisition or disposition shall be used to determine whether

such acquisition or disposition is permitted hereunder.

(n)

With respect to each of the Collateral Agent and the Collateral Administrator, in

case any reasonable question arises as to the interpretation of a calculation hereunder or the other

Facility Documents, each of Collateral Agent and the Collateral Administrator may request

instructions from the Administrative Agent and shall (i) be entitled at all times to refrain from

taking any actions unless it has received instruction from the Administrative Agent and (ii) act in

accordance with instructions received from the Administrative Agent.

Section 1.05.

DivisionsDivisions. For all purposes under the Facility Documents, in

connection with any division or plan of division under Delaware Law (or any comparable event

under a different jurisdiction’s Laws): (a) if any asset, right, obligation or liability of any Person

becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to

have been transferred from the original Person to the subsequent Person, and (b) if any new

Person comes into existence, such new Person shall be deemed to have been organized on the

first date of its existence by the holders of its equity interests at such time.

Section 1.06.

RatesRates.

The Administrative Agent does not warrant or accept

responsibility for, and shall not have any liability (except as provided herein) with respect to (a)

the continuation of, administration of, submission of, calculation of or any other matter related to

the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any

component definition thereof or rates referred to in the definition thereof, or any alternative,

successor or replacement rate thereto (including any Benchmark Replacement), including

whether the composition or characteristics of any such alternative, successor or replacement rate

(including any Benchmark Replacement) will be similar to, or produce the same value or

economic equivalence of, or have the same volume or liquidity as, Base Rate, the Term SOFR

Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its

discontinuance or unavailability, or (b) the effect, implementation or composition of any

Conforming Changes. The Administrative Agent and its affiliates or other related entities may

engage in transactions that affect the calculation of Base Rate, the Term SOFR Reference Rate,

Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any

Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse

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to the Borrower. The Administrative Agent may select information sources or services in its

reasonable discretion to ascertain Base Rate, the Term SOFR Reference Rate, Term SOFR,

Adjusted Term SOFR or any other Benchmark, in each case pursuant to the terms of this

Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity

for damages of any kind, including direct or indirect, special, punitive, incidental or

consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and

whether at law or in equity), for any error or calculation of any such rate (or component thereof)

provided by any such information source or service.

ARTICLE II

ADVANCES

Section 2.01. Revolving Credit Facility. On the terms and subject to the conditions

hereinafter set forth, including Article III, each Lender severally agrees to make Advances

(including, in the case of the Swingline Lender, any Swingline Advances) from time to time on

any Business Day during the Reinvestment Period (or immediately thereafter pursuant to Section

8.04), on a pro rata basis in each case in an aggregate principal amount at any one time

outstanding up to but not exceeding such Lender’s Commitment and, as to all Lenders, in an

aggregate principal amount up to but not exceeding the Maximum Available Amount as then in

effect. For the avoidance of doubt, each Lender’s obligation to refund Swingline Advances

pursuant to Section 2.15 shall constitute usage of its Commitment. Each such borrowing of an

Advance on any single day is referred to herein as a “Borrowing”. Within such limits and

subject to the other terms and conditions of this Agreement, the Borrower may borrow (and

re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. On the

terms and conditions hereinafter set forth, from time to time from the Closing Date until the end

of the Reinvestment Period, the Borrower may request the Swingline Lender to make Swingline

Advances to the Borrower, secured by the Collateral; provided that the Swingline Lender shall

not fund any Swingline Advance if, after giving effect to the amount of the Swingline Advance

requested, the aggregate principal amount of Advances outstanding would exceed the Borrowing

Base. Advances to be made for the purpose of refunding Swingline Advances shall be made by

the Lenders as provided in Section 2.15.

Section 2.02.

Making of the AdvancesMaking of the Advances. (a) If the Borrower

desires to make a Borrowing under this Agreement, the Borrower, or the Collateral Manager on

its behalf, shall give each Lender, the Administrative Agent and the Collateral Agent (with a

copy to the Collateral Administrator) a written notice (each, a “Notice of Borrowing”) for such

Borrowing (which notice shall be irrevocable and effective upon receipt) not later than 2:00 p.m.

at least one (1) Business Day (or such shorter time as may be mutually agreed upon by the

Borrower and the Administrative Agent) prior to the day of the requested Borrowing; provided

that any Notice of Borrowing requesting a Swingline Advance (which notice the Administrative

Agent shall forward to the Swingline Lender and each Lender), shall be delivered not later than

12:00 noon on the day of the requested Borrowing.

Each Notice of Borrowing shall be substantially in the form of Exhibit A, dated the date

the request for the related Borrowing is being made, signed by a Responsible Officer of the

Borrower or the Collateral Manager, as applicable, shall attach a Borrowing Base Calculation

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Statement (which Borrowing Base Calculation Statement shall give pro forma effect to any

Collateral Loans being acquired with the proceeds of such Borrowing on such date or the

following Business Day) and shall otherwise be appropriately completed.

The proposed

Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling on or

prior to the Commitment Termination Date, and the amount of the Borrowing requested in such

Notice of Borrowing (the “Requested Amount”) shall be equal to at least $500,000 or an integral

multiple of $100,000 in excess thereof (or, if less, the remaining unfunded Commitments

hereunder or, in the case of Revolving Collateral Loans and Delayed Drawdown Collateral

Loans, such lesser amount required to be funded by the Borrower in respect thereof).

(b)

Each Lender shall, not later than 12:00 noon on each Borrowing Date in respect of

Advances (other than Swingline Advances), make its Percentage of the applicable Requested

Amount available to the Borrower by disbursing such funds in Dollars to the Principal Collection

Account (or in accordance with the wire instructions delivered in connection with the Notice of

Borrowing). In the case of a Swingline Advance, upon satisfaction of the applicable conditions

set forth in Article III, the Swingline Lender shall make available to or at the direction of the

Borrower in same day funds by wire transfer to the Principal Collection Account (or in

accordance with the wire instructions delivered in connection with the Notice of Borrowing) an

amount equal to the least of (i) the amount requested by the Borrower for such Swingline

Advance, (ii) the positive difference between (A) the Swingline Commitment then in effect and

(B) the aggregate principal balance of Swingline Advances outstanding as of such date, (iii) the

maximum amount that, after taking into account the proposed use of the proceeds of such

Swingline Advance, could be advanced to the Borrower hereunder without causing the aggregate

principal balance of Advances outstanding to exceed the Borrowing Base and (iv) the unused

Commitment at such time of Truist as Lender.

Section 2.03.

Evidence of Indebtedness.Each Lender shall maintain in accordance

with its usual practice an account or accounts evidencing the indebtedness of the Borrower to it

and resulting from the Advances made by such Lender to the Borrower, from time to time,

including the amounts of principal and interest thereon and paid to it, from time to time

hereunder, provided that the failure of any Lender to maintain such accounts or any error therein

shall not in any manner affect the obligation of the Borrower to repay the Advances in

accordance with the terms of this Agreement. Each of the Collateral Agent and the Collateral

Administrator shall be entitled to conclusively rely upon the information provided to it by the

Administrative Agent with respect to the Advances outstanding with respect to each Lender.

Section 2.04.

Payment of Principal and Interest. The Borrower shall pay principal and

Interest on the Advances as follows:

(a)

100% of the outstanding principal amount of each Advance, together with all

accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date.

(b)

Interest shall accrue on the unpaid principal amount of each Advance from the

date of such Advance until such principal amount is paid in full. The Administrative Agent shall

determine the unpaid Interest and Commitment Fees payable thereto prior to each Payment Date

using the applicable Interest Rate for the related Interest Accrual Period to be paid by the

Borrower on each Payment Date for the related Interest Accrual Period and shall send a

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consolidated invoice of all such Interest and Commitment Fees to the Borrower on the fifth

calendar day of each month (or, if such day is not a Business Day, the next succeeding Business

Day).

(c)

Accrued Interest shall be payable in arrears (x) on each Payment Date, and (y) in

connection with any prepayment of the Advances pursuant to Section 2.05(a); provided that (i)

with respect to any prepayment in full of the Advances outstanding, accrued Interest on such

amount through the date of prepayment may be payable on such date or as otherwise agreed to

between the Lenders and the Borrower and (ii) with respect to any partial prepayment of the

Advances outstanding, accrued Interest on such amount through the date of prepayment shall be

payable on the Payment Date following such prepayment (or on such date of prepayment if

requested by the Administrative Agent); provided that any Swingline Advance repaid on the date

of borrowing shall accrue one day’s interest.

(d) Subject in all cases to Section 2.04(f), the obligation of the Borrower to pay the

Obligations, including the obligation of the Borrower to pay the Lenders the outstanding

principal amount of the Advances and accrued interest thereon, shall be absolute, unconditional

and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section

2.14), under any and all circumstances and irrespective of any setoff, counterclaim or defense to

payment which the Borrower or any other Person may have or have had against any Secured

Party or any other Person.

(e)

As a condition to the payment of principal of and Interest on any Advance without

the imposition of withholding tax, the Borrower or any Agent may require certification

acceptable to it to enable the Borrower and the Agents to determine their duties and liabilities

with respect to any taxes or other charges that they may be required to deduct or withhold from

payments in respect of such Advance under any present or future Law of the United States and

any other applicable jurisdiction, or any present or future Law of any political subdivision thereof

or taxing authority therein or to comply with any reporting or other requirements under any such

Law.

(f)

Notwithstanding any other provision of this Agreement, the obligations of the

Borrower under this Agreement are limited recourse obligations of the Borrower payable solely

from the Collateral in accordance with the Priority of Payments and, following realization of the

Collateral, and application of the proceeds thereof in accordance with the Priority of Payments

and, subject to Section 2.12, all obligations of and any claims against the Borrower hereunder or

in connection herewith after such realization shall be extinguished and shall not thereafter revive.

No recourse shall be had against any officer, director, employee, shareholder, Affiliate, member,

manager, agent, partner, principal or incorporator of the Borrower or their respective successors

or assigns for any amounts payable under this Agreement. It is understood that the foregoing

provisions of this clause (f) shall not (i) prevent recourse to the Collateral for the sums due or to

become due under any security, instrument or agreement which is part of the Collateral or (ii)

constitute a waiver, release or discharge of any indebtedness or obligation evidenced by this

Agreement until such Collateral has been realized. It is further understood that the foregoing

provisions of this clause (f) shall not limit the right of any Person to name the Borrower as a

party defendant in any proceeding or in the exercise of any other remedy under this Agreement,

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so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall

be asked for or (if obtained) enforced against the Borrower.

(g)

In connection with the use or administration of Term SOFR, the Administrative

Agent (in consultation with the Borrower) will have the right to make Conforming Changes from

time to time and, notwithstanding anything to the contrary herein or in any other Facility

Document, any amendments implementing such Conforming Changes will become effective

without any further action or consent of any other party to this Agreement or any other Facility

Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the

effectiveness of any Conforming Changes in connection with the use or administration of Term

SOFR.

Section 2.05.

Prepayment of Advances.(a) Optional Prepayments.The Borrower

may, from time to time on any Business Day, voluntarily prepay Advances in whole or in part,

without penalty or premium; provided that the Borrower shall have delivered to the Collateral

Agent, the Collateral Administrator, the Lenders and the Administrative Agent written notice of

such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B not later than

2:00 p.m. one (1) Business Day prior to the date of such prepayment (provided that same day

notice may be given to cure any noncompliance with the Maximum Advance Rate Test or the

Maximum Advance Rate Default Test). The Borrower may also apply Principal Proceeds on

deposit in the Principal Collection Account to prepay the Advances in accordance with Section

8.02(b). Each such Notice of Prepayment shall be irrevocable and effective upon receipt and

shall be dated the date such notice is being given, signed by a Responsible Officer of the

Borrower and otherwise appropriately completed. Each prepayment of any Advance by the

Borrower pursuant to this Section 2.05(a) (other than a prepayment made in order to cure any

non-compliance with the Maximum Advance Rate Test or the Maximum Advance Rate Default

Test) shall in each case be in a principal amount of at least $500,000 or, if less, the entire

outstanding principal amount of the Advances of the Borrower. If a Notice of Prepayment is

given by the Borrower, the Borrower shall make such prepayment and the payment amount

specified in such notice shall be due and payable on the date specified therein.

(b)

Mandatory Prepayments.The Borrower shall prepay the Advances on each

Payment Date in the manner and to the extent provided in the Priority of Payments. The

Borrower shall provide, in each Monthly Report, notice of the aggregate amounts of Advances

that are to be prepaid on the related Payment Date in accordance with the Priority of Payments.

(c)

Additional Prepayment Provisions.Each prepayment pursuant to this Section

2.05 shall be subject to Sections 2.04(c) and 2.10 and applied to the Advances in accordance

with the Lenders’ respective Percentages.

Section 2.06.

Changes of Commitments. (a) Automatic Reduction and Termination.

Subject to the provisions of Section 8.04, the Commitments of all Lenders shall be automatically

reduced to zero at 5:00 p.m. on the Commitment Termination Date.

(b)

Optional Reductions. Prior to the Commitment Termination Date, the Borrower

shall have the right to terminate or reduce the unused amount of the Facility Amount at any time

or from time to time upon not less than one (1) Business Day’s prior notice to the Collateral

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Agent, the Lenders, the Collateral Administrator and the Administrative Agent of each such

termination or reduction, which notice shall specify the effective date of such termination or

reduction and the amount of any such termination or reduction; provided that (i) the amount of

any such reduction of the Facility Amount shall be equal to at least $500,000 or an integral

multiple of $100,000 in excess thereof or, if less, the remaining unused portion thereof, and (ii)

no such reduction will reduce the Facility Amount below the sum of (x) aggregate principal

amount of Advances outstanding at such time and (y) the Unfunded Amount at such time. Such

notice of termination or reduction shall be irrevocable and effective only upon receipt and shall

be applied pro rata to reduce the respective Commitments of each Lender.

(c)

Effect of Termination or Reduction.The Commitments of the Lenders once

terminated or reduced may not be reinstated. Each reduction of the Facility Amount pursuant to

this Section 2.06 shall be applied ratably among the Lenders in accordance with their respective

Commitments.

Section 2.07.

Maximum Lawful Rate. It is the intention of the parties hereto that the

interest on the Advances shall not exceed the maximum rate permissible under Applicable Law.

Accordingly, anything herein to the contrary notwithstanding, in the event any interest is charged

to, collected from or received from or on behalf of the Borrower by the Lenders pursuant hereto

or thereto in excess of such maximum lawful rate, then the excess of such payment over that

maximum shall be applied first to the payment of amounts then due and owing by the Borrower

to the Secured Parties under this Agreement (other than in respect of principal of and interest on

the Advances) and then to the reduction of the outstanding principal amount of the Advances of

the Borrower.

Section 2.08.

Several ObligationsSeveral Obligations. The failure of any Lender to

make any Advance to be made by it on the date specified therefor shall not relieve any other

Lender of its obligation to make its Advance on such date. None of the Agents shall be

responsible for the failure of any Lender to make any Advance, and no Lender shall be

responsible for the failure of any other Lender to make an Advance required to be made by such

other Lender.

Section 2.09.

Increased Costs. .

(a)

Increased Costs Generally. If any Change in Law shall:

(i)

impose, modify or deem applicable any reserve (including pursuant to

regulations issued from time to time by the Federal Reserve Board for determining the

maximum reserve requirement (including any emergency, special, supplemental or other

marginal reserve requirement) with respect to eurocurrency funding (currently referred to

as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan,

insurance charge or similar requirement against assets of, deposits with or for the account

of, or credit extended or participated in by, any Lender;

(ii)

subject any Affected Person to any Taxes (other than (A) Indemnified

Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes

and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,

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commitments, or other obligations, or its deposits, reserves, other liabilities or capital

attributable thereto; or

(iii)

impose on any Affected Person any other condition, cost or expense (other

than Taxes) affecting this Agreement or Advances made by such Affected Person;

and the result of any of the foregoing shall be to increase the cost to such Affected Person

of making, continuing, converting into or maintaining any SOFR Borrowing (or maintaining its

obligation to make any such SOFR Borrowing) or to reduce the amount of any sum received or

receivable by such Affected Person hereunder (whether of principal, interest or otherwise), then

the Borrower will pay to such Lender such additional amount or amounts as will compensate such

Affected Person for such additional costs incurred or reduction suffered as specified in a

certificate delivered to the Borrower pursuant to clause (c) of this Section 2.09; provided that the

Borrower shall only be obligated to reimburse for such additional amount or amounts under this

clause (a) to the extent such amounts being requested are consistent with amounts that such

Affected Person is generally charging similarly situated borrowers under similar credit facilities.

(b)

Capital Requirements. If any Affected Person determines that any Change in Law

regarding capital or liquidity requirements has or would have the effect of reducing the rate of

return on such Affected Person’s capital or on the capital of such Affected Person’s holding

company, if any, as a consequence of this Agreement or the Advances made by such Affected

Person to a level below that which such Affected Person or such Affected Person’s holding

company could have achieved but for such Change in Law (taking into consideration such

Affected Person’s policies and the policies of such Affected Person’s holding company with

respect to capital adequacy and liquidity coverage), by an amount deemed to be material by such

Affected Person, then from time to time the Borrower will pay to such Affected Person in

Dollars, such additional amount or amounts as will compensate such Affected Person or such

Affected Person’s holding company for any such reduction suffered or charge imposed; provided

that (x) the amounts payable under this Section 2.09 shall be without duplication of amounts

payable under Section 16.03 and shall not include any Excluded Taxes; and (y) the Borrower

shall only be obligated to reimburse for such amounts under this clause (b) to the extent such

amounts are consistent with amounts that such Affected Person is generally charging similarly

situated borrowers under similar credit facilities.

(c)

Certificates from Lenders. A certificate of an Affected Person setting forth in

reasonable detail the basis for such demand and the amount or amounts, in Dollars, necessary to

compensate such Affected Person or its holding company as specified in clause (a) or (b) of this

Section 2.09 shall be promptly delivered to the Borrower and shall be conclusive absent manifest

error. The Borrower shall pay such amount shown as due on any such certificate on the next

Payment Date after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Affected Person to demand

compensation pursuant to this Section 2.09 shall not constitute a waiver of such Affected

Person’s right to demand such compensation; provided that the Borrower shall not be required to

compensate an Affected Person pursuant to this Section 2.09 for any increased costs, reductions,

penalties or interest incurred more than six months prior to the date that such Affected Person

notifies the Borrower of the Change in Law giving rise to any increased costs or reductions and

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of such Affected Person’s intention to claim compensation therefor; provided further that, if the

Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month

period referred to above shall be extended to include the period of retroactive effect thereof.

(e)

Lending Office. Upon the occurrence of any event giving rise to the Borrower’s

obligation to pay additional amounts to a Lender pursuant to clauses (a) or (b) of this Section

2.09, such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall

policy considerations of such Lender) to designate a different lending office if such designation

would reduce or obviate the obligations of the Borrower to make future payments of such

additional amounts; provided that such designation is made on such terms that such Lender and

its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as

reasonably determined by such Lender), with the object of avoiding future consequence of the

event giving rise to the operation of any such provision.

Section 2.10.

Compensation;BreakagePayments.

TheBorroweragreesto

compensate each Affected Person from time to time, on the Payment Date (or on the applicable

date of prepayment), following such Affected Person’s written request (which request shall set

forth the basis for requesting such amounts), in accordance with the Priority of Payments for all

reasonable losses, expenses and liabilities (including any interest paid by such Affected Person

to lenders of funds borrowed to make or carry an Advance computed by reference to the

then-current Benchmark and any loss sustained by such Affected Person in connection with the

re-employment of such funds but excluding loss of anticipated profits), which such Affected

Person may sustain: (i) if for any reason (including any failure of a condition precedent set forth

in Article III but excluding a default by the applicable Lender) any Advance computed by

reference to the then-current Benchmark by the Borrower does not occur on the Borrowing Date

specified therefor in the applicable Notice of Borrowing delivered by the Borrower, (ii) if any

payment, prepayment or conversion of any of the Borrower’s Advances occurs on a date that is

not the last day of the relevant Interest Accrual Period, (iii) if any payment or prepayment of any

Advance computed by reference to the then-current Benchmark is not made on a Payment Date

or pursuant to a Notice of Prepayment given by the Borrower or (iv) as a consequence of any

other default by the Borrower to repay its Advances when required by the terms of this

Agreement. A certificate as to any amounts payable pursuant to this Section 2.10 submitted to

the Borrower by any Lender (with a copy to the Agents, and accompanied by a reasonably

detailed calculation of such amounts and a description of the basis for requesting such amounts)

shall be conclusive in the absence of manifest error.

Section 2.11.

Setting. .

Illegality; Inability to Determine Rates; Benchmark Replacement

(a)

Inability to Determine SOFR. Subject to paragraphs (b) through and (f) below, if,

prior to the commencement of any Interest Accrual Period for any SOFR Borrowing:

(i)

the

AdministrativeAgent

shall

havedetermined

(which

determination shall be conclusive absent manifest error) that “Adjusted Term SOFR”

cannot be determined pursuant to the definition thereof, or

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(ii)

the Administrative Agent shall have received notice from the

Required Lenders that Adjusted Term SOFR for such Interest Accrual Period will not

adequately and fairly reflect the cost to such Lenders of making, funding or maintaining

their SOFR Borrowings for such Interest Accrual Period,

then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly

confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter.

Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders

to make SOFR Borrowings, and any right of the Borrower to continue SOFR Borrowings or to

convert Advances computed by reference to the Base Rate to SOFR Borrowings, shall be

suspended (to the extent of the affected SOFR Borrowings or affected Interest Accrual Periods)

until the Administrative Agent revokes such notice.

Upon receipt of such notice, (i) the

Borrower may revoke any pending request for a borrowing of, conversion to or continuation of

SOFR Borrowings (to the extent of the affected SOFR Borrowings or affected Interest Accrual

Periods) or, failing that, the Borrower will be deemed to have converted any such request into a

request for a Borrowing of or conversion to an Advance computed by reference to the Base Rate

in the amount specified therein and (ii) any outstanding affected SOFR Borrowings will be

deemed to have been converted into an Advance computed by reference to the Base Rate at the

end of the applicable Interest Accrual Period. Upon any such conversion, the Borrower shall

also pay accrued interest on the amount so converted, together with any additional amounts

required pursuant to Section 2.09.

Subject to paragraphs (b) through (f) below, if the

Administrative Agent determines (which determination shall be conclusive and binding absent

manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition

thereof on any given day, the interest rate on Advances computed by reference to the Base Rate

shall be determined by the Administrative Agent without reference to clause (c) of the definition

of “Base Rate” until the Administrative Agent revokes such determination. If the Benchmark

Replacement is Daily Simple SOFR, all Interest payments will be payable on a monthly basis.

(b)

Benchmark Replacement. Notwithstanding anything to the contrary herein or in

any other Facility Document, if a Benchmark Transition Event and its related Benchmark

Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a

Benchmark Replacement is determined in accordance with clause (a) of the definition of

“Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark

Replacement will replace such Benchmark for all purposes hereunder and under any Facility

Document in respect of such Benchmark setting and subsequent Benchmark settings without any

amendment to, or further action or consent of any other party to, this Agreement or any other

Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause

(b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such

Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any

Facility Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th)

Business Day after the date notice of such Benchmark Replacement is provided to the Lenders

without any amendment to, or further action or consent of any other party to, this Agreement or

any other Facility Document so long as the Administrative Agent has not received, by such time,

written notice of objection to such Benchmark Replacement from Lenders comprising the

Required Lenders.

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(c)

Benchmark Replacement Conforming Changes.

In connection with the use,

administration, adoption or implementation of a Benchmark Replacement, the Administrative

Agent (in consultation with the Borrower) will have the right to make Conforming Changes from

time to time and, notwithstanding anything to the contrary herein or in any other Facility

Document, any amendments implementing such Conforming Changes will become effective

without any further action or consent of any other party to this Agreement or any other Facility

Document.

(d)

Notices; Standards for Decisions and Determinations. The Administrative Agent

will promptly notify the Borrower, the Collateral Agent, the Collateral Administrator and the

Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of

any Conforming Changes in connection with the use, administration, adoption or implementation

of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the

removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11(e) and (y) the

commencement of any Benchmark Unavailability Period.

Any determination, decision or

election that may be made by the Administrative Agent or, if applicable, any Lender (or group of

Lenders) pursuant to this Section 2.11, including any determination with respect to a tenor, rate

or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any

decision to take or refrain from taking any action or any selection, will be conclusive and binding

absent manifest error and may be made in its or their sole discretion and without consent from

any other party to this Agreement or any other Facility Document, except, in each case, as

expressly required pursuant to this Section 2.11.

(e)

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary

herein or in any other Facility Document, at any time (including in connection with the

implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate

(including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not

displayed on a screen or other information service that publishes such rate from time to time as

selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor

for the administrator of such Benchmark has provided a public statement or publication of

information announcing that any tenor for such Benchmark is not or will not be representative,

then the Administrative Agent may modify the definition of “Interest Accrual Period” (or any

similar or analogous definition) for any Benchmark settings at or after such time to remove such

unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i)

above either (A) is subsequently displayed on a screen or information service for a Benchmark

(including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement

that it is not or will not be representative for a Benchmark (including a Benchmark

Replacement), then the Administrative Agent may modify the definition of “Interest Accrual

Period” (or any similar or analogous definition) for all Benchmark settings at or after such time

to reinstate such previously removed tenor.

(f)

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the

commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending

request for a SOFR Borrowing of, conversion to or continuation of SOFR Borrowings to be

made, converted or continued during any Benchmark Unavailability Period and, failing that, the

Borrower will be deemed to have converted any such request into a request for a Borrowing of or

conversion to Advances computed by reference to the Base Rate.

During a Benchmark

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Unavailability Period or at any time that a tenor for the then-current Benchmark is not an

Available Tenor, the component of the Base Rate based upon the then-current Benchmark or

such tenor for such Benchmark, as applicable, will not be used in any determination of the Base

Rate. None of the Collateral Agent, the Custodian, the Document Custodian or the Collateral

Administrator will have any responsibility for the selection or determination of an alternate

benchmark rate or other replacement index, or any liability for any failure or delay in performing

their duties hereunder solely as a result of the unavailability of a benchmark rate during a

Benchmark Unavailability Period.

(g)

Illegality. If any Change in Law shall make it unlawful or impossible for any

Lender to perform any of its obligations hereunder, to make, maintain or fund any SOFR

Borrowing or to determine or charge interest rates based upon SOFR, the Term SOFR Reference

Rate, Adjusted Term SOFR or Term SOFR and such Lender shall so notify the Administrative

Agent, the Administrative Agent shall promptly give notice thereof to the Borrower and the other

Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that

the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to

make SOFR Borrowings, or to continue or convert outstanding Advances as or into SOFR

Borrowings, shall be suspended. In the case of the making of a SOFR Borrowing, such Lender’s

Advance shall be made as an Advance computed by reference to the Base Rate as part of the

same Borrowing for the same Interest Accrual Period and, if the affected SOFR Borrowing is

then outstanding, such Advance shall be converted to an Advance computed by reference to the

Base Rate either (i) on the last day of the then current Interest Accrual Period applicable to such

SOFR Borrowing if such Lender may lawfully continue to maintain such Advance to such date

or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain

such SOFR Borrowing to such date. Notwithstanding the foregoing, the affected Lender shall,

prior to giving such notice to the Administrative Agent, use reasonable efforts to designate a

different lending office if such designation would avoid the need for giving such notice and if

such designation would not otherwise be disadvantageous to such Lender in the good faith

exercise of its discretion. Upon any such prepayment or conversion, the Borrower shall also pay

accrued interest on the amount so prepaid or converted, together with any additional amounts

required pursuant to Section 2.09.

Section 2.12.

Rescission or Return of Payment. The Borrower agrees that, if at any

time (including after the occurrence of the Final Maturity Date) all or any part of any payment

theretofore made by it to any Secured Party or any designee of a Secured Party is or must be

rescinded or returned for any reason whatsoever (including the insolvency, bankruptcy or

reorganization of the Borrower or any of its Affiliates), the obligation of the Borrower to make

such payment to such Secured Party shall, for the purposes of this Agreement, to the extent that

such payment is or must be rescinded or returned, be deemed to have continued in existence and

this Agreement and any other applicable Facility Document shall continue to be effective or be

reinstated, as the case may be, as to such obligations, all as though such payment had not been

made.

Section 2.13.

Past Due Interest. The Borrower shall pay interest on all Obligations

(other than principal and interest on the Advances, where the default rate is reflected in the

Applicable Margin) that are not paid when due for the period from the due date thereof until the

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date the same is paid in full at the Past Due Rate. Interest payable at the Past Due Rate shall be

payable on each Payment Date in accordance with the Priority of Payments.

Section 2.14.

Payments GenerallyPayments Generally.(a) All amounts owing and

payable to any Secured Party, any Affected Person or any Indemnified Party, in respect of the

Advances and other Obligations, including the principal thereof, interest, fees, indemnities,

expenses or other amounts payable under this Agreement or any other Facility Document, shall

be paid by the Borrower to the applicable recipient in Dollars, in immediately available funds, in

accordance with the Priority of Payments, and all without counterclaim, setoff, deduction,

defense, abatement, suspension or deferment. Each Lender shall provide wire instructions (and

any other information reasonably requested in order to effect any payment hereunder) to the

Borrower, the Administrative Agent and the Collateral Agent. All payments made by the

Collateral Agent pursuant to a Monthly Report on any Payment Date shall be wired by the

Collateral Agent by 2:00 p.m. on such Payment Date. Prepayments to be made pursuant to

Section 2.05 for which the Collateral Agent and the Collateral Administrator has received a

Notice of Prepayment one (1) Business Day prior to the scheduled date of prepayment shall be

wired by the Collateral Agent by 12:00 noon on such date. All other payments by the Borrower

must be received by the Collateral Agent on or prior to 1:00 p.m. on a Business Day (the

Collateral Agent shall then wire such funds to the Lenders by 3:00 p.m. on such Business Day);

provided that, payments received by the Collateral Agent after 1:00 p.m. or payments received by

the Lenders after 3:00 p.m. on a Business Day will be deemed to have been paid on the next

following Business Day. For the avoidance of doubt, for purposes of Section 6.01, amounts paid

by the Borrower shall be deemed received upon payment by the Borrower to the Collateral

Agent. At no time will the Collateral Agent have any duty (express or implied) to fund (or front

or advance) any amount owing by the Borrower hereunder.

(b)

Except as otherwise expressly provided herein, all computations of interest, fees

and other Obligations shall be made on the basis of a year of 360 days for the actual number of

days elapsed in computing interest on any Advance, the date of the making of the Advance shall

be included and the date of payment shall be excluded; provided that, if an Advance (including

any Swingline Advance) is repaid on the same day on which it is made, one day’s Interest shall

be paid on such Advance. All computations made by a Lender, the Collateral Agent, the

Collateral Administrator or the Administrative Agent under this Agreement or any other Facility

Document shall be conclusive absent manifest error.

Section 2.15.

Refunding of Swingline Advances.

(a)

Each Swingline Advance shall be refunded by the Lenders (other than the

Swingline Lender) on the second Business Day following the date of such Swingline Advance

(each such date, a “Swingline Refund Date”). Such refunding shall be made by the Lenders

ratably in accordance with their respective Percentages and shall thereafter be reflected as

Advances of the Lenders on the books and records of the Administrative Agent. Each Lender

shall fund its respective pro rata share of Advances as required to repay Swingline Advances

outstanding to the Swingline Lender no later than 12:00 noon on the applicable Swingline

Refund Date.

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(b)

The Borrower shall pay to the Swingline Lender, within five (5) days of demand,

the amount of such Swingline Advances to the extent amounts received from the Lenders are not

sufficient to repay in full the outstanding Swingline Advances requested or required to be

refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by

or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of

the amount so recovered shall be ratably shared among all the Lenders (other than the Swingline

Lender) in accordance with their respective Percentages.

(c)

Each Lender acknowledges and agrees that its obligation to refund Swingline

Advances in accordance with the terms of this Section is absolute and unconditional and shall

not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set

forth in Article III. Further, each Lender agrees and acknowledges that, if prior to the refunding

of any outstanding Swingline Advances pursuant to this Section, an Insolvency Event relating to

the Borrower shall have occurred, each Lender will, on the date the applicable Advance would

have been made, purchase an undivided participating interest in the Swingline Advance to be

refunded in an amount equal to its Percentage of the aggregate outstanding amount of such

Swingline Advance.

Each Lender will immediately transfer to the Swingline Lender, in

immediately available funds, the amount of its participation and upon receipt thereof the

Swingline Lender will deliver to such Lender a certificate evidencing such participation dated

the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline

Lender has received from any Lender such Lender’s participating interest in a Swingline

Advance, the Swingline Lender receives any payment on account thereof, the Swingline Lender

will distribute to such Lender its participating interest in such amount (appropriately adjusted, in

the case of interest payments, to reflect the period of time during which such Lender’s

participating interest was outstanding and funded).

(d)

Notwithstanding anything contained in this Agreement to the contrary, the

Swingline Lender shall not be obligated to make any Swingline Advance at a time when any

other Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements

(which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender

which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting

Exposure (without giving effect to Section 2.16(a)(iii)) with respect to any such Defaulting

Lender.

Section 2.16.

Defaulting Lenders. .

(a)

Notwithstanding anything to the contrary contained in this Agreement, if any

Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a

Defaulting Lender, to the extent permitted by Applicable Law:

(i)

Such Defaulting Lender’s right to approve or disapprove any amendment,

waiver or consent with respect to this Agreement shall be restricted as set forth in Section

16.01(d).

(ii)

Defaulting Lender Waterfall. Any payment of principal, interest, fees or

other amounts received by the Administrative Agent for the account of such Defaulting

Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise)

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shall be applied at such time or times as may be determined by the Administrative Agent

as follows: first, to the payment of any amounts owing by such Defaulting Lender to the

Administrative Agent hereunder; second, to the payment of any amounts owing by that

Defaulting Lender to the Swingline Lender hereunder; third, if so determined by the

Administrative Agent or requested by the Swingline Lender, to be held as cash collateral

for future funding obligations of that Defaulting Lender for any participation in any

Swingline Advance; fourth, as the Borrower may request (so long as no Default or Event

of Default exists), to the funding of any Advance in respect of which such Defaulting

Lender has failed to fund its portion thereof as required by this Agreement, as determined

by the Administrative Agent; fifth, if so determined by the Administrative Agent and the

Borrower, to be held as cash collateral for future funding obligations of such Defaulting

Lender to fund Advances under this Agreement; sixth, to the payment of any amounts

owing to the Lenders as a result of any judgment of a court of competent jurisdiction

obtained by any Lender against such Defaulting Lender as a result of such Defaulting

Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or

Event of Default exists, to the payment of any amounts owing to the Borrower as a result

of any judgment of a court of competent jurisdiction obtained by the Borrower against

such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations

under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by

a court of competent jurisdiction; provided that if (x) such payment is a payment of the

principal amount of any Advances or funded participation in Swingline Advances in

respect of which such Defaulting Lender has not fully funded its appropriate share, and

(y) such Advances were made at a time when the conditions set forth in Section 3.02

were satisfied or waived, such payment shall be applied solely to pay the Advances of,

and funded participation in Swingline Advances owed to, all non-Defaulting Lenders on

a pro rata basis prior to being applied to the payment of any Advances of, and funded

participation in Swingline Advances owed to, such Defaulting Lender until such time as

all Advances are held by the Lenders pro rata in accordance with their Percentages of the

Commitments. Any payments, prepayments or other amounts paid or payable to a

Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender

or to post cash collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and

redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)

During any period in which there is a Defaulting Lender, for purposes of

computing the amount of the obligation of each non-Defaulting Lender to (a) acquire,

refinance or fund participations in Swingline Advances pursuant to Section 2.15 or (b)

make Advances to the Borrower to repay a Swingline Advance pursuant to Section 2.02,

the “Percentage” of each non-Defaulting Lender shall be computed without giving effect

to the Commitment of that Defaulting Lender; provided that each such reallocation shall

be given effect only if the aggregate obligation of each non-Defaulting Lender to acquire,

refinance or fund participations in Swingline Advances shall not exceed the positive

difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) the

aggregate outstanding principal amount of the Advances of that Lender.

(iv)

For any period during which such Lender is a Defaulting Lender, such

Lender shall not be entitled to receive any Commitment Fee for any period during which

that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any

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such fee that otherwise would have been required to have been paid to that Defaulting

Lender).

(b)

If the Administrative Agent and the Swingline Lender agree in writing in their

sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender,

the Administrative Agent will so notify the parties hereto, whereupon as of the effective date

specified in such notice and subject to any conditions set forth therein (which may include

arrangements with respect to any cash collateral), that Lender will, to the extent applicable,

purchase that portion of outstanding Advances of the other Lenders or take such other actions as

the Administrative Agent may determine to be necessary to cause the Advances to be held on a

pro rata basis by the Lenders in accordance with their respective Percentages of the

Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no

adjustments will be made retroactively with respect to fees accrued or payments made by or on

behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that

except to the extent otherwise expressly agreed by the affected parties, no change hereunder from

Defaulting Lender to Lender will constitute a waiver or release of any claim of any party

hereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.17.

Replacement of Lenders.

(a)

Notwithstanding anything to the contrary contained herein, in the event that

(x) any Affected Person shall request reimbursement for amounts owing pursuant to Section 2.09

or 16.03, (y) a Lender is a Defaulting Lender or (z) any Lender does not give or approve any

consent, waiver or amendment that requires the approval of all Lenders or all affected Lenders in

accordance with the terms hereof and has been approved by the Required Lenders (any such

Lender in clauses (x), (y) and (z), a “Potential Terminated Lender”), the Borrower, at its sole

expense and effort, shall be permitted, upon no less than ten (10) days’ written notice to the

Administrative Agent and such Potential Terminated Lender, to require such Potential

Terminated Lender to assign and delegate, without recourse (in accordance with and subject to

the restrictions contained in, and consents required by, Section 16.06), all of its interests, rights

(other than its existing rights to payments pursuant to Sections 2.09 and 16.03) and obligations

under this Agreement and the related Facility Documents to an assignee permitted pursuant to

Section 16.06 (a “Replacement Lender”) that shall assume such obligations (which assignee

may be another Lender, if such Lender accepts such assignment); provided that:

(i)

such Potential Terminated Lender shall have received payment of an

amount equal to the outstanding principal of its Advances, accrued interest thereon,

accrued fees and all other amounts payable to it hereunder and under the other Facility

Documents (including any amounts under Section 2.10) from the Replacement Lender (to

the extent of such outstanding principal and accrued interest and fees) or the Borrower (in

the case of all other amounts);

(ii)

in the case of any such assignment resulting from a claim for

compensation under Section 2.09 or payments required to be made pursuant to Section

16.03, such assignment will result in a reduction in such compensation or payments

thereafter;

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(iii)

such assignment does not conflict with Applicable Law; and

(iv)

in the case of an assignment based on clause (z) above, the Replacement

Lender shall have consented to the applicable amendment, waiver or consent.

(b) Each Potential Terminated Lender hereby agrees to take all actions

reasonably necessary, at the sole expense of the Borrower, to permit a Replacement

Lender to succeed to its rights and obligations hereunder. Upon the effectiveness of any

such assignment to a Replacement Lender, (i) such Replacement Lender shall become a

“Lender” hereunder for all purposes of this Agreement and the other Facility Documents,

(ii) such Replacement Lender shall have a Commitment in the amount not less than the

Potential Terminated Lender’s Commitment assumed by it and (iii) the Commitment of

the Potential Terminated Lender shall be terminated in all respects.

(c)

No Lender shall be required to make any assignment or delegation

pursuant to Section 2.17(a) if, prior thereto, as a result of a waiver by such Lender or

otherwise, the circumstances entitling the Borrower to require such assignment and

delegation cease to apply.

Section 2.18.

Increase in Facility Amount. .

(a)

The Borrower may, at any time and from time to time prior to the Commitment

Termination Date, increase the Facility Amount, either through an increase in the Commitment

of a particular Lender or addition of a new Lender, by delivering a request substantially in the

form attached hereto as Exhibit F-1 (each, a “Facility Amount Increase Request”) or in such

other form acceptable to the Administrative Agent at least 30 days (or such lesser number of

days as is acceptable to the Administrative Agent) before the desired effective date of such

increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted

Assignee (or additional Commitments for existing Lender(s) which have consented to such

increase), and the amount of its Commitment (or additional amount of its Commitment(s));

provided, however, that (i) any increase of the aggregate amount of the Facility Amount shall be

in an amount not less than $10,000,000, (ii) no Default or Event of Default shall have occurred

and be continuing at the time of the request or the effective date of the Facility Amount Increase,

(iii) all representations and warranties contained in Article IV hereof (as the same may be

amended from time to time) shall be true and correct in all material respects at the time of such

request and on the effective date of such Facility Amount Increase, (iv) the Administrative Agent

shall have provided its written consent to such increase, (v) each existing Lender that has agreed

to increase its Commitment shall deliver to the Borrower a Facility Amount Increase Agreement

substantially in the form attached hereto as Exhibit F-2 (each, a “Facility Amount Increase

Agreement”), (vi) each new Lender shall satisfy the conditions set forth in Section 2.18(b), and

(vii) any increase of the Facility Amount to an amount in excess of $450,000,000800,000,000

will require the approval of the Required Lenders. The effective date of the Facility Amount

Increase shall be agreed upon by the Borrower and the Administrative Agent.

Upon the

effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make

Advances in an amount sufficient such that after giving effect to its advance each Lender shall

have outstanding its Percentage of Advances. It shall also be a condition to such effectiveness

that the Borrower shall not have terminated any portion of the Facility Amount pursuant to

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Section 2.06 hereof. The Borrower agrees to pay any reasonable and documented expenses of

the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything

herein to the contrary, no Lender shall have any obligation to increase its Commitment and no

Lender’s Commitment shall be increased without its consent thereto, and each Lender may in its

sole and absolute discretion, unconditionally and without cause, decline to increase its

Commitment.

(b)

In connection with any Facility Amount Increase other than in connection with a

Facility Amount Increase Agreement, at the request of the Borrower, a Permitted Assignee may

join this Agreement as a Lender and assume all rights and obligations of a Lender under this

Agreement and the other Facility Documents, subject to the following conditions: (i) the

Commitment of the new Lender shall be in addition to the Commitment of the existing Lenders

in effect on the date of such new Lender’s entry into this Agreement and the Facility Amount

shall be increased in a corresponding amount; (ii) such new Lender shall deliver to the Borrower

the applicable tax forms required by Section 16.03(g); and (iii) the new Lender and the Borrower

shall execute and deliver to the Administrative Agent a Lender Joinder Agreement substantially

in the form of Exhibit F-3 (each, a “Lender Joinder Agreement”).

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01.

Conditions Precedent to Initial Advances. The obligation of each Lender

to make its initial Advance hereunder shall be subject to the conditions precedent that the

Administrative Agent shall have received on or before the Closing Date the following, each in

form and substance reasonably satisfactory to the Administrative Agent:

(a)

each of the Facility Documents (other than the Collateral Agent and Collateral

Administrator Fee Letter, which shall be delivered directly to Citibank and Virtus Group, LP)

duly executed and delivered by the parties thereto, which shall each be in full force and effect;

(b)

true and complete copies of the Constituent Documents of the Borrower, the

Collateral Manager and the Parent as in effect on the Closing Date;

(c)

true and complete copies certified by a Responsible Officer of the Borrower of all

Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required

in connection with the transactions contemplated by this Agreement;

(d)

a certificate of a Responsible Officer of the Borrower and the Collateral Manager

certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board

of directors or members or other governing body approving this Agreement and the other Facility

Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that

its representations and warranties set forth in the Facility Documents to which it is a party are

true and correct in all material respects as of the Closing Date (except to the extent such

representations and warranties expressly relate to any earlier date, in which case such

representations and warranties shall be true and correct in all material respects as of such earlier

date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the

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incumbency and specimen signature of each of its Responsible Officers authorized to execute the

Facility Documents to which it is a party;

(e)

[reserved];

(f)

[reserved];

(g)

financing statements (or the equivalent thereof in any applicable foreign

jurisdiction, as applicable) in proper form for filing on the Closing Date, under the UCC with the

Delaware Secretary of State, the Maryland Department of Assessments and Taxation and any

other applicable filing office in any applicable jurisdiction that the Administrative Agent deems

necessary or desirable in order to perfect the interests in the Collateral contemplated by this

Agreement and the Purchase and Contribution Agreement;

(h)

copies of proper financing statement amendments (or the equivalent thereof in

any applicable foreign jurisdiction, as applicable), if any, necessary to release all security

interests and other rights of any Person in the Collateral previously granted by the Borrower, the

Parent or any transferor;

(i)

legal opinions (addressed to each of the Secured Parties) of Dechert LLP, counsel

to the Borrower, the Parent and the Collateral Manager, Dentons US LLP, counsel to the

Collateral Agent, the Document Custodian, the Custodian and the Collateral Administrator and

Porter Hedges LLP, counsel to the Collateral Administrator, covering such matters as the

Administrative Agent and its counsel shall reasonably request;

(j)

evidence reasonably satisfactory to it that all of the Covered Accounts shall have

been established and the Account Control Agreement shall have been executed and delivered by

the Borrower, the Collateral Agent and the Custodian, and shall be in full force and effect;

(k)

evidence that (x) all fees and expenses due and owing to the Administrative

Agent, each Lender, Citibank, in its respective capacities hereunder, and Virtus Group, LP on or

prior to the Closing Date have been received or will be received contemporaneous with closing;

(y) the reasonable and documented fees and expenses of Mayer Brown LLP, counsel to the

Administrative Agent, Dentons US LLP, counsel to the Collateral Administrator and Citibank, in

its respective capacities hereunder, and Porter Hedges LLP, counsel to the Collateral

Administrator, in connection with the transactions contemplated hereby (to the extent invoiced

prior to the Closing Date); and (z) all other reasonable and documented up-front expenses and

fees (including legal fees of outside counsel and any fees required under the Collateral Agent and

Collateral Administrator Fee Letter that are invoiced at least one Business Day prior to the

Closing Date), shall have been paid by the Borrower;

(l)

delivery of such Collateral (including any promissory note, executed assignment

agreements and word or pdf copies of the principal credit agreement for each initial Collateral

Loan, to the extent received by the Borrower) in accordance with the provisions of Article XIII

shall have been effected;

(m)

a certificate of a Responsible Officer of the Borrower, dated as of the Closing

Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral

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Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior

to the delivery thereof on the Closing Date:

(i)

the Borrower is the owner of such Collateral free and clear of any Liens

except for (A) those which are being released on the Closing Date and (B) Permitted

Liens;

(ii)

the Borrower has acquired its ownership in such Collateral in good faith

without notice of any adverse claim, except as described in clause (i) above;

(iii)

the Borrower has not assigned, pledged or otherwise encumbered any

interest in such Collateral (or, if any such interest has been assigned, pledged or

otherwise encumbered, it has been released) other than Permitted Liens or interests

granted pursuant to this Agreement;

(iv)

the Borrower has full right to grant a security interest in and assign and

pledge such Collateral to the Collateral Agent; and

(v) upon grant by the Borrower and the filing of the financing statements

contemplated in clause (g) above, the Collateral Agent has a first priority perfected

security interest in the Collateral, except Permitted Liens or as permitted by this

Agreement;

(n)

all documentation and other information requested by any such Lender required

by bank regulatory authorities under applicable “know your customer” and anti-money

laundering rules and regulations, including the PATRIOT Act, and the Administrative Agent

shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for

the Borrower, the Collateral Manager and the Parent; and

(o)

such other opinions, instruments, certificates and documents from the Borrower,

the Collateral Manager and the Parent as the Agents or any Lender shall have reasonably

requested.

Section 3.02.

Conditions Precedent to Each Borrowing.

The obligation of each

Lender to make each Advance to be made by it (including the initial Advance and any Swingline

Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions;

provided that the conditions described in clauses (c) and (d) (other than a Default or Event of

Default described in Section 6.01(f)) below need not be satisfied if the proceeds of the

Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans

then owned by the Borrower or to fund the Revolving Reserve Account to the extent required

under Section 8.04:

(a)

the Administrative Agent (and, with respect to any Swingline Advance, the

Swingline Lender) shall have received a Notice of Borrowing with respect to such Advance

(including the Borrowing Base Calculation Statement attached thereto, all duly completed)

delivered in accordance with Section 2.02;

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(b)

immediately after the making of such Advance on the applicable Borrowing Date,

each Coverage Test shall be satisfied (or in the case of the Interest Coverage Ratio Test, was

satisfied as of the most recent Monthly Reporting Date) (as demonstrated on the Borrowing Base

Calculation Statement attached to such Notice of Borrowing);

(c)

each of the representations and warranties of the Borrower, the Parent and the

Collateral Manager contained in the Facility Documents shall be true and correct in all material

respects as of such Borrowing Date (except to the extent such representations and warranties

expressly relate to any earlier date, in which case such representations and warranties shall be

true and correct in all material respects as of such earlier date as if made on such date);

(d)

no Default, Event of Default, Potential Collateral Manager Termination Event or

Collateral Manager Termination Event shall have occurred and be continuing at the time of the

making of such Advance or shall result upon the making of such Advance; and

(e)

the Reinvestment Period shall not have terminated.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01.

Representations and Warranties of the Borrower.

The Borrower

represents and warrants to each of the Secured Parties on and as of each Measurement Date (and,

in respect of clause (i) below, each date such information is provided by or on behalf of it), as

follows:

(a)

Due Organization. The Borrower is a limited liability company duly organized

and validly existing under the Laws of the State of Delaware, with full power and authority to

own and operate its assets and properties, conduct the business in which it is now engaged and to

execute and deliver and perform its obligations under this Agreement and the other Facility

Documents to which it is a party.

(b)

Due Qualification and Good Standing. The Borrower is in good standing in the

State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is

in good standing in each other jurisdiction in which the nature of its business, assets and

properties, including the performance of its obligations under this Agreement, the other Facility

Documents to which it is a party and its Constituent Documents, requires such qualification,

except where the failure to be so qualified or in good standing could not reasonably be expected

to have a Material Adverse Effect.

(c)

Due Authorization; Execution and Delivery; Legal, Valid and Binding;

Enforceability. The execution and delivery by the Borrower of, and the performance of its

obligations under the Facility Documents to which it is a party and the other instruments,

certificates and agreements contemplated thereby are within its powers and have been duly

authorized by all requisite action by it and have been duly executed and delivered by it and

constitute its legal, valid and binding obligations enforceable against it in accordance with their

respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency,

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reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general

principles of equity, regardless of whether considered in a proceeding in equity or at law.

(d)

Non-Contravention. None of the execution and delivery by the Borrower of this

Agreement or the other Facility Documents to which it is a party, the Borrowings or the pledge

of the Collateral hereunder, the consummation of the transactions herein or therein contemplated,

or compliance by it with the terms, conditions and provisions hereof or thereof, will (i) conflict

with, or result in a breach or violation of, or constitute a default under its Constituent

Documents, (ii) conflict with or contravene (A) any Applicable Law, (B) any indenture,

agreement or other contractual restriction binding on or affecting it or any of its assets, including

any Related Document, or (C) any order, writ, judgment, award, injunction or decree binding on

or affecting it or any of its assets or properties or (iii) result in a breach or violation of, or

constitute a default under, or permit the acceleration of any obligation or liability in, or but for

any requirement of the giving of notice or the passage of time (or both) would constitute such a

conflict with, breach or violation of, or default under, or permit any such acceleration in, any

contractual obligation or any agreement or document to which it is a party or by which it or any

of its assets are bound (or to which any such obligation, agreement or document relates), except

in the case of clauses (ii) and (iii) above, where such conflicts, breaches, violations or defaults

could not reasonably be expected to have a Material Adverse Effect.

(e)

Governmental Authorizations; Private Authorizations; Governmental Filings.

The Borrower has obtained, maintained and kept in full force and effect all Governmental

Authorizations and Private Authorizations which are necessary for it to properly carry out its

business, except where the failure to do so could not reasonably be expected to have a Material

Adverse Effect, and made all material Governmental Filings necessary for the execution and

delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower

under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the

performance by the Borrower of its obligations under this Agreement, the other Facility

Documents, and no material Governmental Authorization, Private Authorization or

Governmental Filing which has not been obtained or made, is required to be obtained or made by

it in connection with the execution and delivery by it of any Facility Document to which it is a

party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the

Borrower under this Agreement or the performance of its obligations under this Agreement and

the other Facility Documents to which it is a party.

(f)

Compliance with Agreements, Laws, Etc. The Borrower has duly observed and

complied in all material respects with all Applicable Laws relating to the conduct of its business

and its assets. The Borrower has preserved and kept in full force and effect its legal existence.

The Borrower has preserved and kept in full force and effect its rights, privileges, qualifications

and franchises, except where the failure to do so could not reasonably be expected to result in a

Material Adverse Effect.

(g)

Location.The Borrower’s office in which the Borrower maintains its limited

liability company books and records is located at the addresses set forth on Schedule 5. The

Borrower’s registered office and jurisdiction of organization is the jurisdiction referred to in

Section 4.01(a).

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(h)

Investment Company Act. Assuming compliance by each of the Lenders and any

participant with Section 16.06, neither the Borrower nor the pool of Collateral is required to

(i) Information and Reports. Other than any of the following information containing

information provided or prepared by an Obligor, each Notice of Borrowing, each Monthly

Report, and all other written information, reports, certificates and statements (other than

projections and forward-looking statements) furnished by or on behalf of the Borrower to any

Secured Party for purposes of or in connection with this Agreement, the other Facility

Documents or the transactions contemplated hereby or thereby are true, complete and correct in

all material respects as of the date such information is stated or certified. All projections and

forward-looking statements furnished by or on behalf of the Borrower were prepared reasonably

and in good faith as of the date on which they were provided.

(j)

ERISA. The Borrower does not, and during the past five years has not had, any

liability or obligation with respect to any Plan or Multiemployer Plan, and neither the Borrower

nor any member of its ERISA Group does, or during the past five years has had, any liability or

obligation with respect to any Plan or Multiemployer Plan that could reasonably be expected to

result in a Material Adverse Effect.

(k)

Taxes. The Borrower has filed all U.S. federal income tax returns, information

statements, reports and all other material tax returns which are required to be filed by it, if any,

and has paid all U.S. federal income Taxes and all other material Taxes (including mortgage

recording Taxes) shown to be due and payable on such returns, if any, or pursuant to any

assessment received by any such Person, other than any such Taxes that are being contested in

good faith by appropriate proceedings and for which appropriate reserves in accordance with

GAAP have been established.

(l)

Tax Status. For U.S. Federal income tax purposes, the Borrower is treated as an

entity that is disregarded as separate from its owner (as defined in Treasury Regulation Section

301.7701-2(a)). The entity from which the Borrower is disregarded as a separate entity is a U.S.

Person.

(m) Collections. The Borrower (or the Collateral Manager on behalf of the Borrower)

has directed any agent or administrative agent for any Collateral Loan (or, in the case of a

participation interest, the participation seller) to remit all payments and collections with respect

to such Collateral Loan and, if applicable, has directed the Obligor (or, in the case of a

participation interest, the participation seller) with respect to such Collateral Loan to remit all

such payments and collections with respect to such Collateral Loan directly to the Collection

Account.

(n)

Plan Assets.The assets of the Borrower are not treated as “plan assets” for

purposes of 29 C.F.R. Section 2510.3-101 and Section 3(42) of ERISA (together, the “Plan

Asset Rule”) and the Collateral is not deemed to be “plan assets” for purposes of the Plan Asset

Rule.

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(o)

Solvency. After giving effect to each Advance hereunder, and the disbursement of

the proceeds of such Advance, the Borrower is and will be Solvent.

(p)Representations Relating to the Collateral. The Borrower hereby represents and

warrants that:

(i)

it owns and has legal and beneficial title to all Collateral Loans and other

Collateral free and clear of any Lien, claim or encumbrance of any Person, other than

Permitted Liens;

(ii)

other than Permitted Liens, the Borrower has not pledged, assigned, sold,

granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower

has not authorized the filing of and is not aware of any financing statements or any

equivalent filing in any applicable jurisdiction against the Borrower that include a

description of collateral covering the Collateral other than any financing statement or any

equivalent filing in any applicable jurisdiction relating to the security interest granted to

the Collateral Agent hereunder or that has been terminated, and the Borrower is not

aware of any judgment, PBGC liens or tax lien filings against the Borrower or any of its

assets;

(iii) the Collateral constitutes Money, Cash, accounts (as defined in Section

9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section

9-102(a)(42) of the UCC), Uncertificated Securities, Certificated Securities or Security

Entitlements to Financial Assets resulting from the crediting of Financial Assets to a

“securities account” (as defined in Section 8-501(a) of the UCC);

(iv)

all Covered Accounts constitute “securities accounts” under Section

8-501(a) of the UCC;

(v) this Agreement creates a valid, continuing and, upon Delivery of

Collateral, filing of the financing statements referred to in clause (viii) below and

execution of the Account Control Agreement, perfected security interest (as defined in

Section 1-201(b)(35) of the UCC) in the Collateral in favor of the Collateral Agent, for

the benefit and security of the Secured Parties, which security interest is prior to all other

Liens (other than Permitted Liens), and is enforceable as such against creditors of and

purchasers from the Borrower, except as enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting

creditors’ rights generally or general principles of equity, regardless of whether

considered in a proceeding in equity or at law;

(vi)

the Borrower has received all consents and approvals required by the

terms of the Related Documents in respect of such Collateral to the pledge hereunder to

the Collateral Agent of its interest and rights in such Collateral;

(vii)

with respect to the Collateral that constitutes Security Entitlements, all

such Collateral has been and will have been credited to the applicable Covered Account;

and

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(viii) with respect to the Collateral that constitutes accounts or general

intangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower has caused or

will have caused, on or prior to the Closing Date, the filing of all appropriate financing

statements in the proper filing office in the appropriate jurisdictions under Applicable

Law in order to perfect the security interest in the Collateral granted to the Collateral

Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower

hereby agrees may be an “all assets” filing), which security interest may be perfected by

the filing of a financing statement under Applicable Law.

(q)

Eligibility. Each Collateral Loan included in a Monthly Report or a Borrowing

Base Calculation Statement required to be delivered by the Borrower under this Agreement as an

Eligible Collateral Loan was, in fact, an Eligible Collateral Loan at such time.

(r) Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The

Borrower and its directors, officers, managers and, to its knowledge, its agents, are in

compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

None of (a) the Borrower or its directors, officers or managers, or (b) to its knowledge, any of its

agents that will act in any capacity in connection with or benefit from the credit facilities

established hereby, is a Sanctioned Person. No Borrowing, use of proceeds thereof or other

transactions hereunder will violate Anti-Corruption Laws, Anti-Money Laundering Laws or

applicable Sanctions

(s) Value Given. The Borrower has given fair consideration and reasonably

equivalent value to the Parent in exchange for the purchase of the Collateral Loans (or any

number of them) from the Parent pursuant to the Purchase and Contribution Agreement. No

such transfer has been made for or on account of an antecedent debt owed by the Borrower to the

Parent and no such transfer is or may be voidable or subject to avoidance under any section of

the Bankruptcy Code.

(t)

Beneficial Ownership Certificate. (a) As of the Closing Date, the Borrower has

delivered to the Administrative Agent and each Lender a Beneficial Ownership Certificate and

the information included in such Beneficial Ownership Certificate is true and correct in all

respects and (b) as of the date delivered, the information included in each Beneficial Ownership

Certificate delivered pursuant to Section 5.02(u) is true and correct in all respects.

(u)

Affected Financial Institutions. Neither the Borrower nor any subsidiary is an

Affected Financial Institution.

Section 4.02.

Representations and Warranties of the Collateral Manager.The

Collateral Manager represents and warrants to each of the Secured Parties on and as of each

Measurement Date (and in respect of clause (i) below, each date such information is provided by

or on behalf of it), as follows:

(a)

Due Organization. The Collateral Manager is a corporation duly organized and

validly existing under the Laws of the State of Maryland, with full power and authority to own

and operate its assets and properties, conduct the business in which it is now engaged and to

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execute and deliver and perform its obligations under this Agreement and the other Facility

Documents to which it is a party.

(b)

Due Qualification and Good Standing.

The Collateral Manager is in good

standing in the State of Maryland. The Collateral Manager is duly qualified to do business and,

to the extent applicable, is in good standing in each other jurisdiction in which the nature of its

business, assets and properties, including the performance of its obligations under this

Agreement, the other Facility Documents to which it is a party and its Constituent Documents to

which it is a party, requires such qualification, except where the failure to be so qualified or in

good standing could not reasonably be expected to have a Material Adverse Effect.

(c)

Due Authorization; Execution and Delivery; Legal, Valid and Binding;

Enforceability. The execution and delivery by the Collateral Manager of, and the performance of

its obligations under the Facility Documents to which it is a party and the other instruments,

certificates and agreements contemplated thereby are within its powers and have been duly

authorized by all requisite action by it and have been duly executed and delivered by it and

constitute its legal, valid and binding obligations enforceable against it in accordance with their

respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general

principles of equity, regardless of whether considered in a proceeding in equity or at law.

(d)Non-Contravention.

None of the execution and delivery by the Collateral

Manager of this Agreement or the other Facility Documents to which it is a party, the

consummation of the transactions herein or therein contemplated, or compliance by it with the

terms, conditions and provisions hereof or thereof, will (i) conflict with, or result in a breach or

violation of, or constitute a default under its Constituent Documents, (ii) conflict with or

contravene (A) any Applicable Law, (B) any indenture, agreement or other contractual restriction

binding on or affecting it or any of its assets, including any Related Document, or (C) any order,

writ, judgment, award, injunction or decree binding on or affecting it or any of its assets or

properties, or (iii) result in a breach or violation of, or constitute a default under, or permit the

acceleration of any obligation or liability in, or but for any requirement of the giving of notice or

the passage of time (or both) would constitute such a conflict with, breach or violation of, or

default under, or permit any such acceleration of, any contractual obligation or any agreement or

document to which it is a party or by which it or any of its assets are bound (or to which any such

obligation, agreement or document relates), except in the case of clauses (ii) and (iii) above,

where such conflicts, breaches, violations or defaults could not reasonably be expected to have a

Material Adverse Effect.

(e)

Governmental Authorizations; Private Authorizations; Governmental Filings.

The Collateral Manager has obtained, maintained and kept in full force and effect all

Governmental Authorizations and Private Authorizations which are necessary for it to properly

carry out its business, except where the failure to do so could not reasonably be expected to have

a Material Adverse Effect, and made all material Governmental Filings necessary for the

execution and delivery by it of the Facility Documents to which it is a party, and the performance

by the Collateral Manager of its obligations under this Agreement, the other Facility Documents,

and no material Governmental Authorization, Private Authorization or Governmental Filing

which has not been obtained or made, is required to be obtained or made by it in connection with

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the execution and delivery by it of any Facility Document to which it is a party or the

performance of its obligations under this Agreement and the other Facility Documents to which

it is a party.

(f)

Compliance with Agreements, Laws, Etc.

The Collateral Manager has duly

observed and complied in all material respects with all Applicable Laws, including the Securities

Act and the Investment Company Act, relating to the conduct of its business and its assets. The

Collateral Manager has preserved and kept in full force and effect its legal existence. The

Collateral Manager has preserved and kept in full force and effect its rights, privileges,

qualifications and franchises, except where the failure to do so could not reasonably be expected

to result in a Material Adverse Effect.

(g)

Location of Records. The Collateral Manager’s office in which it maintains its

corporate books and records is located at the addresses set forth on Schedule 5. The Collateral

Manager’s registered office and jurisdiction of organization is the jurisdiction referred to in

Section 4.02(a).

(h)

Investment Company Act. The Collateral Manager is registered as an “investment

company” under the Investment Company Act.

(i) Information and Reports. Other than any of the following information containing

information provided or prepared by an Obligor, each Notice of Borrowing, each Monthly

Report, and all other written information, reports, certificates and statements (other than

projections and forward-looking statements) furnished by the Collateral Manager to any Secured

Party for purposes of or in connection with this Agreement, the other Facility Documents or the

transactions contemplated hereby or thereby are true, complete and correct in all material

respects as of the date such information is stated or certified. All projections and

forward-looking statements furnished by the Collateral Manager were prepared reasonably and in

good faith as of the date on which they were provided.

(j) ERISA. Neither the Collateral Manager nor any member of its ERISA Group has,

or during the past five years had, any liability or obligation with respect to any Plan or

Multiemployer Plan that would result in a Material Adverse Effect.

(k)

Taxes.The Collateral Manager has filed all U.S. federal income tax returns,

information statements, reports and all other material tax returns which are required to be filed

by it, if any, and has paid all U.S. federal income Taxes and all other material Taxes (including

mortgage recording Taxes) shown to be due and payable on such returns, if any, or pursuant to

any assessment received by any such Person, other than any such Taxes that are being contested

in good faith by appropriate proceedings and for which appropriate reserves in accordance with

GAAP have been established.

(l)

Eligibility. Each Collateral Loan included in a Monthly Report or a Borrowing

Base Calculation Statement required to be delivered by it under this Agreement as an Eligible

Collateral Loan was, in fact, an Eligible Collateral Loan at such time.

(m)

Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The

Collateral Manager and its subsidiaries and their respective directors, officers, managers and, to

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its knowledge, its agents, are in compliance with Anti-Corruption Laws, Anti-Money Laundering

Laws and applicable Sanctions. None of (a) the Collateral Manager, its subsidiaries or their

respective directors, officers or managers, or (b) to their respective knowledge, any of their

agents that will act in any capacity in connection with or benefit from the credit facilities

established hereby, is a Sanctioned Person.

(n)

BDC Status. Main Street qualifies as an RIC and is an “investment company” that

has elected to be regulated as a “business development company” as defined in Section 2(a)(48)

of the Investment Company Act and is subject to regulation as such under the Investment

Company Act including Section 18, as modified by Section 61, of the Investment Company Act.

The business and other activities of Main Street, including but not limited to, the consummation

of the transactions contemplated by the Facility Documents to which Main Street is a party do

not result in any violations, with respect to Main Street, of the provisions of the Investment

Company Act or any rules, regulations or orders issued by the SEC thereunder, in each case, that

are applicable to Main Street.

ARTICLE V

COVENANTS

Section 5.01.

Affirmative Covenants of the Borrower. The Borrower covenants and

agrees that, until the Collection Date:

(a)

Compliance with Agreements, Laws, Etc. It shall (i) duly observe and comply in

all material respects with all Applicable Laws relative to the conduct of its business or to its

assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve and keep in

full force and effect its rights, privileges, qualifications and franchises, (iv) comply with the

terms and conditions of its Constituent Documents and comply in all material respects with its

obligations under each Related Document to which it is a party and (v) obtain, maintain and keep

in full force and effect all Governmental Authorizations, Private Authorizations and

Governmental Filings which are necessary or appropriate to properly carry out its business and

the transactions contemplated to be performed by it under the Facility Documents, its Constituent

Documents and the Related Documents to which it is a party, except, in the case of clause (iii)

and clause (v), where the failure to do so could not reasonably be expected to result in a Material

Adverse Effect.

(b)

Enforcement. It shall not take any action, and will use commercially reasonable

efforts not to permit any action to be taken by others, that would release any Obligor from any of

such Obligor’s material covenants or obligations under any instrument or agreement included in

the Collateral, except in the case of (A) repayment of Collateral Loans, (B) subject to the terms

of this Agreement, (i) amendments to Related Documents that govern Defaulted Collateral Loans

or Ineligible Collateral Loans, (ii) amendments to Collateral Loans in accordance with the

Collateral Management Standard, and (iii) actions taken in connection with the work-out or

restructuring of any Collateral Loan in accordance with the provisions hereof, and (C) other

actions by the Collateral Manager to the extent not prohibited by this Agreement or as otherwise

required hereby. It will perform, and use commercially reasonable efforts to cause the Collateral

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Manager to perform, all of their obligations and agreements contained in this Agreement or any

other Facility Document to which such Person is a party.

(c)

Further Assurances. It shall promptly upon the reasonable request of any Agent

or the Required Lenders (through the Administrative Agent), at the Borrower’s expense, execute

and deliver such further instruments and take such further action in order to maintain and protect

the Collateral Agent’s first-priority perfected security interest in the Collateral pledged by the

Borrower for the benefit of the Secured Parties free and clear of any Liens (other than Permitted

Liens).

At the reasonable request of any Agent or the Required Lenders (through the

Administrative Agent), the Borrower shall promptly take, at the Borrower’s expense, such

further action in order to establish and protect the rights, interests and remedies created or

intended to be created under this Agreement in favor of the Secured Parties in the Collateral,

including all actions which are necessary to (x) enable the Secured Parties to enforce their rights

and remedies under this Agreement and the other Facility Documents, and (y) effectuate the

intent and purpose of, and to carry out the terms of, the Facility Documents. The Borrower will

take such reasonable action from time to time as shall be necessary to ensure that all assets

(including all Covered Accounts) of the Borrower constitute “Collateral” hereunder. Subject to

the foregoing, the Borrower will, and, upon the reasonable request of any Agent shall, at the

Borrower’s expense, take such other action (including executing and delivering or authorizing

for filing any required UCC financing statements) as shall be necessary to create and perfect a

valid and enforceable first-priority security interest on all Collateral acquired by the Borrower as

collateral security for the Obligations and will in connection therewith deliver such proof of

corporate action, incumbency of officers, opinions of counsel and other documents as is

consistent with those delivered by the Borrower pursuant to Section 3.01 on the Closing Date or

as any Agent or the Required Lenders (through the Administrative Agent) shall have reasonably

requested.

(d)

Financial Statements; Other Information. It shall provide to the Administrative

Agent or cause to be provided to the Administrative Agent (with additional copies for each

Lender):

(i)

within 120 days after the end of each fiscal year of the Parent, each of its

audited consolidated balance sheets and related consolidated statements of operations,

consolidated statements of changes in net assets, consolidated statements of cash flows

and consolidated schedule of investments, as of the end of and for such year, setting forth

in each case in comparative form the figures for the previous fiscal year, all reported on

by independent public accountants of recognized national standing (without a “going

concern” or like qualification or exception and without any qualification or exception as

to the scope of such audit) to the effect that such consolidated financial statements

present fairly in all material respects the financial condition and results of operations of

the Parent and its consolidated subsidiaries on a consolidated basis in accordance with

GAAP consistently applied; provided, that the financial statements required to be

delivered pursuant to this clause (i) which are made available via EDGAR, or any

successor system of the Securities Exchange Commission, in the Parent's annual report

on Form 10-K, shall be deemed delivered to the Administrative Agent and the Lenders on

the date such documents are made so available; provided, further, that either (A) such

financial statements of the Parent required pursuant to this clause (i) would include a

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footnote showing the balance sheets and statement of operations of the Borrower or (B)

separate audited balance sheets and related statements of operations, consolidated

statements of changes in net assets, consolidated statements of cash flows, as of the end

of and for such year, setting forth in each case in comparative form the figures for the

previous fiscal year, all reported on by independent public accountants of recognized

national standing (without a “going concern” or like qualification or exception and

without any qualification or exception as to the scope of such audit) to the effect that

such financial statements present fairly in all material respects the financial condition and

results of operations of the Borrower in accordance with GAAP consistently applied

would be provided;

(ii) within 60 days after the end of each of the first three fiscal quarters of each

fiscal year of the Parent, its unaudited consolidated balance sheets and related

consolidated statements of operations and consolidated statements of changes in net

assets as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal

year, setting forth in each case in comparative form the figures for the corresponding

period or periods of (or, in the case of the consolidated balance sheets, as of the end of)

the previous fiscal year, all certified by a Responsible Officer as presenting fairly in all

material respects the financial condition and results of operations of the Parent and its

consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently

applied, subject to normal year-end audit adjustments and the absence of footnotes;

provided, that the financial statements required to be delivered pursuant to this clause (ii)

which are made available via EDGAR, or any successor system of the Securities

Exchange Commission, in Parent's quarterly report on Form 10-Q, shall be deemed

delivered to the Administrative Agent and the Lenders on the date such documents are

made so available; provided, further, that either (A) such financial statements of the

Parent required pursuant to this clause (ii) would include a footnote showing the balance

sheets and statement of operations of the Borrower or (B) separate balance sheets and

statements of operations of the Borrower as of the end of and for such fiscal quarter and

the then elapsed portion of the fiscal year, setting forth in each case in comparative form

the figures for the corresponding period or periods of (or, in the case of the consolidated

balance sheets, as of the end of) the previous fiscal year would be separately provided;

(iii)

within 60 days after the end of a fiscal quarter (other than a fiscal year

end) in which a quarterly valuation statement for the Parent is to be delivered to the

Parent investors, copies of such quarterly valuation statement and 120 days after the end

of each fiscal year, copies of the quarterly valuation statements for the Parent; provided

that in no case shall less than two separate quarterly valuation statements be delivered for

any fiscal year (it being understood that (x) the schedule of investments embedded in any

reports which are made available via EDGAR, or any successor system of the Securities

Exchange Commission, in Parent's quarterly report on Form 10-Q or in Parent’s annual

report on Form 10-K delivered pursuant to clauses (i) and (ii) above shall be deemed to

satisfy this clause (iii) and (y) the financial statements required to be delivered pursuant

to this clause (iii) which are made available via EDGAR, or any successor system of the

Securities Exchange Commission, in Parent's quarterly report on Form 10-Q or in

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Parent’s annual report on Form 10-K, shall be deemed delivered to the Administrative

Agent and the Lenders on the date such documents are made so available);

(iv) within two Business Days after a Responsible Officer of the Collateral

Manager or a Responsible Officer of the Borrower obtains actual knowledge of the

occurrence and continuance of any (x) Default or (y) Event of Default, a certificate of a

Responsible Officer of the Borrower setting forth the details thereof and the action which

the Borrower is taking or proposes to take with respect thereto;

(v)

from time to time such additional information regarding the Borrower’s

financial position or business and the Collateral (including reasonably detailed

calculations of each Coverage Test, the Maximum Advance Rate Default Test and each

Collateral Quality Test) as the Administrative Agent or the Required Lenders (through

the Administrative Agent) may request if reasonably available to the Borrower;

(vi)

promptly after the incurrence of any obligation to a Plan or Multiemployer

Plan or the occurrence of any ERISA Event, notice of the incurrence of such obligation or

of such ERISA Event and copies of any communications with all Governmental

Authorities or any Multiemployer Plan with respect to such ERISA Event; and

(vii)

promptly following any reasonable request by the Administrative Agent or

any Lender, all documentation and other information that the Administrative Agent or

such Lender requests in order to comply with its ongoing obligations under applicable

“know your customer”, anti-money laundering and sanctions Laws, including the

PATRIOT Act.

(e) Access to Records and Documents. It shall permit the Administrative Agent (or

any Person designated by the Administrative Agent, subject to delivery of standard

confidentiality agreements or an agreement by such Person to comply with the provisions of

Section 16.09) to, upon reasonable advance notice and during normal business hours, visit and

inspect and make copies thereof at reasonable intervals (i) its books, records and accounts

relating to its business, financial condition, operations, assets and its performance under the

Facility Documents and the Related Documents and to discuss the foregoing with its and such

Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents, in

each case all as often as the Administrative Agent may reasonably request; provided that so long

as no Event of Default has occurred and is continuing, each Person entitled to so visit and inspect

the Borrower’s records under this clause (e) may only exercise its rights under this clause (e)

twice during any fiscal year of the Borrower (it being understood that the Borrower shall be

responsible for all reasonable and documented costs and expenses for only one such visit per

fiscal year). The Administrative Agent shall provide reasonable notice to the Lenders of any

such visit or inspection shall provide each Lender the opportunity to accompany the

Administrative Agent on any such visit or inspection.

(f)

Use of Proceeds.It shall use the proceeds of each Advance made hereunder

solely:

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(i)

to fund or pay the purchase price of Collateral Loans or Eligible

Investments acquired by the Borrower in accordance with the terms and conditions set

forth herein (it being understood that the Borrower may request a Borrowing to (A) with

respect to the initial Advance, make a distribution to the Parent and to pay fees and

expenses in connection with this Agreement and the other Facility Documents and (B)

fund the applicable Advance Rate of one or more Collateral Loans either on the date of

acquisition or at a later time during the Reinvestment Period pursuant to Article II) or for

general corporate purposes;

(ii)

to fund additional extensions of credit under Revolving Collateral Loans

and Delayed Drawdown Collateral Loans purchased in accordance with the terms of this

Agreement;

(iii)

hereof; and

to fund the Revolving Reserve Account pursuant to Section 8.04 or 9.01

(iv)

so long as no Default or Event of Default shall have occurred and be

continuing, and provided that any amounts required to be funded or paid by the Borrower

pursuant to clauses (i), (ii) and (iii) of this subsection (f) have been made, then to

distribute funds to its equityholders.

Without limiting the foregoing, it shall use the proceeds of each Advance in a manner

that does not, directly or indirectly, violate any provision of its Constituent Documents or any

Applicable Law, including Regulation T, Regulation U and Regulation X.

(g)

Information and Reports. Each Notice of Borrowing, each Monthly Report and all

other written information, reports, certificates and statements furnished by or on behalf of it to

any Secured Party for purposes of or in connection with this Agreement, the other Facility

Documents or the transactions contemplated hereby or thereby shall be true, complete and

correct in all material respects as of the date such information is stated or certified; provided that

solely with respect to information furnished by the Borrower which was provided to the

Borrower from an Obligor or any other third party (or is derived therefrom) with respect to a

Collateral Loan, such information shall only need to be true, complete and correct in all material

respects to the actual knowledge of the Borrower.

(h)

Opinions as to Collateral. On or before each five year anniversary of the Closing

Date, at the request of the Administrative Agent, it shall furnish to the Agents an opinion of

counsel addressed to the Agents and the Borrower relating to the continued perfection of the

security interest granted by the Borrower to the Collateral Agent hereunder.

(i)

No Other Business. The Borrower shall not engage in any business or activity

other than borrowing Advances pursuant to this Agreement, funding, acquiring, owning, holding,

administering, selling, enforcing, lending, exchanging, redeeming, pledging, contracting for the

management of and otherwise dealing with Collateral Loans, Eligible Investments and the other

Collateral in connection therewith and entering into and performing its obligations under the

Facility Documents, any applicable Related Documents and any other agreements contemplated

by this Agreement.

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(j)

Tax Matters. The Borrower shall (and each Lender hereby agrees to) treat the

Advances as debt for U.S. Federal income tax purposes and will take no contrary position, unless

otherwise required pursuant to a closing agreement with the U.S. Internal Revenue Service or a

non-appealable judgment of a court of competent jurisdiction. Notwithstanding any contrary

agreement or understanding, the Collateral Manager, the Borrower, the Agents and the Lenders

(and each of their respective employees, representatives or other agents) may disclose to any and

all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions

contemplated by this Agreement and all materials of any kind (including opinions or other tax

analyses) that are provided to them relating to such tax treatment and tax structure. The

foregoing provision shall apply from the beginning of discussions between the parties. For this

purpose, the tax treatment of a transaction is the purported or claimed U.S. tax treatment of the

transaction under applicable U.S. Federal, state or local Law, and the tax structure of a

transaction is any fact that may be relevant to understanding the purported or claimed U.S. tax

treatment of the transaction under applicable U.S. Federal, state or local Law. The Borrower

shall at all times be treated as an entity that is disregarded as separate from its owner (as defined

in Treasury Regulation Section 301.7701-2(a)) for U.S. federal income tax purposes and shall

take all steps necessary to ensure that the entity from which it is disregarded as separate is a U.S.

Person. The Borrower shall pay and discharge all Taxes, assessments, and governmental charges

or levies imposed upon it, its income or profits, or any property belonging to it, before any such

obligation becomes delinquent; provided that the Borrower shall not be required to pay any Tax,

assessment, charge or levy, if any, so long as the amount, applicability or validity thereof shall

currently be contested in good faith by adequate proceedings and adequate reserves therefor have

been established in accordance with GAAP.

(k) Collections. The Borrower (or the Collateral Manager on behalf of the Borrower)

shall direct any agent or administrative agent for any Collateral Loan (or, in the case of a

participation interest, the participation seller) to remit all payments and collections with respect

to such Collateral Loan and, if applicable, to direct the Obligor (or, in the case of a participation

interest, the participation seller) with respect to such Collateral Loan to remit all such payments

and collections with respect to such Collateral Loan directly to the Collection Account.

(l)

Priority of Payments. The Borrower shall direct the Collateral Agent to apply all

Interest Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and

the other provisions of this Agreement.

(m)

Compliance with Legal Opinions. The Borrower shall take all other actions

necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of

Dechert LLP, as special counsel to the Borrower, issued in connection with the Purchase and

Contribution Agreement and relating to the issues of substantive consolidation and true sale of

certain Collateral Loans.

Section 5.02.

Negative Covenants of the Borrower.The Borrower covenants and

agrees that until the Collection Date:

(a)

Restrictive Agreements.It shall not enter into or suffer to exist or permit to

become effective any agreement that prohibits, limits or imposes any condition upon its ability to

create, incur, assume or suffer to exist any Lien (other than Permitted Liens) upon any of its

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property or revenues constituting Collateral, whether now owned or hereafter acquired, to secure

its obligations under the Facility Documents other than this Agreement and the other Facility

Documents.

(b)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of

liquidation, dissolution, partial liquidation, merger or consolidation (or suffer any liquidation,

dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its

assets, or enter into an agreement or commitment to do so or enter into or engage in any business

with respect to any part of its assets, except as expressly permitted by this Agreement and the

other Facility Documents (including in connection with the repayment in full of the Obligations).

(c)

Amendments to Constituent Documents, etc.

Without the consent of the

Administrative Agent (such consent not to be unreasonably withheld or delayed) (i) it shall not

amend, modify or take any action inconsistent in any material respect with its Constituent

Documents and (ii) it will not amend, modify or waive any term or provision in any Facility

Document (other than in accordance with its terms, including any provision thereof requiring the

consent of the Administrative Agent or all or a specified percentage of the Lenders).

(d)

ERISA. Neither it nor any member of its ERISA Group shall establish, contribute

to, or have any liability to any Plan or Multiemployer Plan. It shall not take any action, or omit

to take any action, that results in its underlying assets to constitute “plan assets” for purposes of

the Plan Asset Rule or the Collateral being deemed to be “plan assets” for purposes of the Plan

Asset Rule.

(e)

Liens. It shall not create, assume or suffer to exist any Lien on any of its assets

now owned or hereafter acquired by it at any time, except for Permitted Liens or as otherwise

expressly permitted by this Agreement and the other Facility Documents.

(f)

Margin Requirements. It shall not (i) extend credit to others for the purpose of

buying or carrying any Margin Stock in such a manner as to violate Regulation T or Regulation

U or (ii) use all or any part of the proceeds of any Advance, whether directly or indirectly, and

whether immediately, incidentally or ultimately, for any purpose that violates the provisions of

the Regulations of the Board of Governors, including, to the extent applicable, Regulation U and

Regulation X.

(g)

Restricted Payments.It shall not make, directly or indirectly, any Restricted

Payment (whether in the form of cash or other assets) or incur any obligation (contingent or

otherwise) to do so; provided, however, that the Borrower shall be permitted to make Restricted

Payments from (i) funds distributed to it pursuant to the Priority of Payments or (ii) funds from

an Advance pursuant to the use of proceeds in Section 5.01(f) hereof.

(h) Changes to Filing Information. It shall not change its name, its chief place of

business, its chief executive office, the office in which the Borrower maintains its limited

liability company books and records or its jurisdiction of organization from that referred to in

Section 4.01(a) or Schedule 5, as applicable, unless it gives ten days’ prior written notice to the

Agents and takes all actions that the Administrative Agent or the Required Lenders (through the

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Administrative Agent) reasonably request and determine to be necessary to protect and perfect

the Collateral Agent’s perfected security interest in the Collateral.

(i)

Transactions with Affiliates.It shall not sell, lease or otherwise transfer any

property or assets to, or purchase, lease or otherwise acquire any property or assets from, or

otherwise engage in any other transactions with, any of its Affiliates (including sales of

Defaulted Collateral Loans and other Collateral Loans), except as permitted or required under the

Facility Documents, unless such transaction is upon terms no less favorable to the Borrower

than it would obtain in a comparable arm’s length transaction with a Person that is not an

Affiliate (it being agreed that any purchase or sale at par shall be deemed to comply with this

provision). For the avoidance of doubt, (i) nothing in this clause (i) shall prohibit the Borrower

from transferring or distributing the Collateral Loans to the Parent or an Affiliate, as applicable,

in accordance with Article X and (ii) the Borrower may make dividends or distributions to the

Parent from amounts released to the Borrower pursuant to the Priority of Payments at any time in

accordance with its Constituent Documents.

(j)

Investment Company Restriction. It shall not become required to register as an

“investment company” under the Investment Company Act.

(k)

Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. It will not

request any Borrowing, and shall not use the proceeds of any Borrowing (i) in furtherance of an

offer, payment, promise to pay, or authorization of the payment or giving of money, or anything

else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering

Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or

transaction of or with any Sanctioned Person or in any Sanctioned Country or (iii) in any manner

that would result in the violation of any Sanctions.

(l)

No Claims Against Advances. Subject to Applicable Law, it shall not claim any

credit on, make any deduction from, or dispute the enforceability of payment of the principal or

interest payable (or any other amount) in respect of the Advances or assert any claim against any

present or future Lender, by reason of the payment of any taxes levied or assessed upon any part

of the Collateral.

(m)

Indebtedness; Guarantees; Securities; Other Assets. It shall not incur or assume

or guarantee any indebtedness, obligations (including contingent obligations) or other liabilities,

or issue any additional securities, whether debt or equity, in each case other than (i) pursuant to

or as expressly permitted by this Agreement and the other Facility Documents, (ii) obligations

under its Constituent Documents or (iii) pursuant to customary indemnification, expense

reimbursement and similar provisions under the Related Documents. The Borrower shall not

acquire any Collateral Loans or other property other than as expressly permitted under the

Facility Documents; it being understood and agreed that the Borrower shall be permitted to

acquire Collateral Loans from its Affiliates and from unaffiliated third parties pursuant to Article

(n)

Validity of this Agreement. It shall not (i) take any action or omit to take any

action, the result of which would permit the validity or effectiveness of any Facility Document or

any grant of Collateral hereunder to be impaired, or permit the Lien of this Agreement to be

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amended, hypothecated, subordinated, terminated or discharged, or take any action or omit to

take any action, the result of which would permit any Person to be released from any covenant or

obligation with respect to this Agreement (except in accordance with its terms) and (ii) except as

permitted by any Facility Document, take any action that would permit the Lien of this

Agreement not to constitute a valid first priority perfected security interest in the Collateral

(subject to Permitted Liens).

(o)

Priority of Payments. It shall not pay any distributions from amounts on deposit in

the Collection Account other than in accordance with the Priority of Payments (it being

understood that any amounts paid to the Borrower pursuant to the Priority of Payments may be

distributed to the Parent).

(p)

Subsidiaries. It shall not have or permit the formation of any subsidiaries, except

in connection with the receipt of equity securities pursuant to an exercise of remedies with

respect to a Collateral Loan or any work-out or restructuring of a Collateral Loan or to hold

foreclosed property.

(q)

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

(r)

Employees. It shall not have any employees (other than officers and directors to

the extent they are employees).

(s)

Non-Petition. The Borrower shall not be party to any agreements under which it

has any material obligations or liability (direct or contingent) without using commercially

reasonable efforts to include customary “non-petition” and “limited recourse” provisions therein

(and shall not amend or eliminate such provisions in any agreement to which it is party), except

for loan agreements, related loan documents, bond indentures and related bond documents, any

agreements related to the purchase and sale of any Collateral Loans which contain customary (as

determined by the Collateral Manager) purchase or sale terms or which are documented using

customary (as determined by the Collateral Manager) loan trading documentation, in connection

with the Collateral Loans and any agreement that does not impose a material obligation on the

Borrower and that is of a type that customarily does not include “non-petition” or “limited

recourse” provisions (including customary service contracts and engagement letters entered into

with third party service providers (including independent accountants and providers of

independent managers)).

(t)

Certificated Securities. The Borrower shall not acquire or hold any Certificated

Securities in bearer form in a manner that does not satisfy the requirements of United States

Treasury Regulations section 1.165-12(c) (as determined by the Collateral Manager).

(u)

Beneficial Ownership Certificate.

Promptly following any change in the

information included in a Beneficial Ownership Certificate that would result in a change to the

list of beneficial owners identified in such Beneficial Ownership Certificate, or a change in the

address of any beneficial owners, the Borrower shall (x) notify the Administrative Agent and the

Lenders and (y) execute and deliver to the Administrative Agent and each Lender an updated

Beneficial Ownership Certificate.

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Section 5.03.

Affirmative Covenants of the Collateral Manager.

The Collateral

Manager covenants and agrees that until the Collection Date:

(a)

Compliance with Agreements, Laws, Etc. It shall (i) duly observe and comply in

all material respects with all Applicable Laws relative to the conduct of its business or to its

assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve and keep in

full force and effect its rights, privileges, qualifications and franchises, except where the failure

to do so could not reasonably be expected to result in a Material Adverse Effect, (iv) comply

with the terms and conditions of each Constituent Document and each Related Document in all

material respects to which it is a party, and (v) obtain, maintain and keep in full force and effect

all Governmental Authorizations, Private Authorizations and Governmental Filings which are

necessary or appropriate to properly carry out its business and the transactions contemplated to

be performed by it under the Facility Documents, the Constituent Documents and the Related

Documents to which it is a party, except where the failure to do so could not reasonably be

expected to result in a Material Adverse Effect.

(b)

Enforcement. It shall not take any action, and will use commercially reasonable

efforts not to permit any action to be taken by others within its control, that would release any

Obligor from any of such Obligor’s material covenants or obligations under any instrument or

agreement included in the Collateral, except in the case of (A) repayment of Collateral Loans,

(B) subject to the terms of this Agreement, (1) amendments to Related Documents that govern

Defaulted Collateral Loans or Ineligible Collateral Loans, (2) amendments to Collateral Loans in

accordance with the Collateral Management Standard, and (3) actions taken in connection with

the work-out or restructuring of any Collateral Loan in accordance with the provisions hereof,

and (C) other actions by the Collateral Manager to the extent not prohibited by this Agreement or

as otherwise required hereby.

(c)

Further Assurances. It shall promptly at the Borrower’s expense, execute and

deliver such further instruments and take such further action in order to maintain and protect the

Collateral Agent’s first-priority perfected security interest in the Collateral pledged by the

Borrower for the benefit of the Secured Parties free and clear of any Liens (subject to Permitted

Liens). The Collateral Manager shall promptly take, at the Borrower’s expense, such further

action in order to establish and protect the rights, interests and remedies created or intended to be

created under this Agreement in favor of the Secured Parties in the Collateral, including all

actions which are necessary to (x) enable the Secured Parties to enforce their rights and remedies

under this Agreement and the other Facility Documents, and (y) effectuate the intent and purpose

of, and to carry out the terms of, the Facility Documents. In addition, the Collateral Manager

will take such reasonable action from time to time as shall be necessary to ensure that all assets

(including all Covered Accounts) of the Borrower constitute “Collateral” hereunder. Subject to

the foregoing, the Collateral Manager will at the Borrower’s expense, take such other action

(including executing and delivering or authorizing for filing any required UCC financing

statements) as shall be necessary to create and perfect a valid and enforceable first-priority

security interest on all Collateral acquired by the Borrower as collateral security for the

Obligations.

(d)

Access to Records and Documents. It shall permit the Administrative Agent (or

any Person designated by the Administrative Agent) to, upon reasonable advance notice and

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during normal business hours, visit and inspect and make copies thereof at reasonable intervals

(i) its books, records and accounts relating to its business, financial condition, operations, assets

and its performance under the Facility Documents and the Related Documents and to discuss the

foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of

its Related Documents, in each case all as often as the Administrative Agent may reasonably

request; provided that so long as no Event of Default has occurred, each Person entitled to so

visit and inspect the Collateral Manager’s records under this paragraph (d) may only exercise its

rights under this paragraph (d) twice during any fiscal year of the Collateral Manager (it being

understood that the Borrower shall be responsible for all reasonable and documented costs and

expenses for only one such visit per fiscal year). The Administrative Agent shall provide

reasonable notice to the Lenders of any such visit or inspection shall provide each Lender the

opportunity to accompany the Administrative Agent on any such visit or inspection.

(e)

Other Information. The Collateral Manager shall provide to the Agents or cause

to be provided to the Agents (with additional copies for each Lender):

(i)

within two Business Days after a Responsible Officer of the Collateral

Manager obtains actual knowledge of the occurrence and continuance of any (A) Default,

(B) Event of Default, (C) Potential Collateral Manager Termination Event, (D) Collateral

Manager Termination Event or (E) any material breach by the Borrower or the Parent of

any representations, warranties, agreements or covenants hereunder or under the Purchase

and Contribution Agreement, a certificate of a Responsible Officer setting forth the

details thereof and the action which the Collateral Manager is taking or proposes to take

with respect thereto;

(ii)

from time to time such additional information regarding the Collateral

(including reasonably detailed calculations of each Coverage Test, the Collateral Quality

Test and the Maximum Advance Rate Default Test) as the Administrative Agent or the

Required Lenders (through the Administrative Agent) may reasonably request if

reasonably available without undue burden or expense and able to be disclosed by the

Collateral Manager;

(iii)

a Borrowing Base Calculation Statement on (A) each date on which the

Collateral Manager sells or substitutes (or commits to sell or substitute, as the case may

be) any Collateral Loan, (B) the date on which the Collateral Manager obtains knowledge

of any Material Modification to a Collateral Loan or that a Collateral Loan has become a

Defaulted Collateral Loan to the extent that the Borrowing Base has changed as a result

of such Material Modification or as a result of such Collateral Loan becoming a

Defaulted Collateral Loan and (C) each other date reasonably requested by the

Administrative Agent upon at least two (2) Business Days’ notice to the Collateral

Manager; and

(iv)

promptly following any reasonable request by the Administrative Agent or

any Lender, all documentation and other information that the Administrative Agent or

such Lender requests in order to comply with its ongoing obligations under applicable

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“know your customer”, anti-money laundering and sanctions Laws, including the

PATRIOT Act.

(f) Information and Reports. Each Notice of Borrowing, each Monthly Report and all

other written information, reports, certificates and statements furnished by or on behalf of the

Collateral Manager to any other Secured Party for purposes of or in connection with this

Agreement, the other Facility Documents or the transactions contemplated hereby or thereby

shall be true, complete and correct in all material respects as of the date such information is

stated or certified; provided that solely with respect to information furnished by the Collateral

Manager which was provided to the Collateral Manager from an Obligor or any other third party

(or is derived therefrom) with respect to a Collateral Loan, such information shall only need to

be true, complete and correct in all material respects to the actual knowledge of the Collateral

Manager.

(g)

Collections. The Collateral Manager shall direct any agent or administrative agent

for any Collateral Loan (or, in the case of a participation interest, the participation seller) to remit

all payments and collections with respect to such Collateral Loan and, if applicable, to direct the

Obligor (or, in the case of a participation interest, the participation seller) with respect to such

Collateral Loan to remit all such payments and collections with respect to such Collateral Loan

directly to the Collection Account.

(h)

Priority of Payments. The Collateral Manager shall instruct the Collateral Agent

to apply all Interest Proceeds and Principal Proceeds solely in accordance with the Priority of

Payments and the other provisions of this Agreement.

(i) Taxable Mortgage Pool. The Collateral Manager shall not permit the sum of the

outstanding principal balances of all Collateral Loans owned by the Borrower and that are

principally secured by an interest in real property (within the meaning of Treasury Regulation

Section 301.7701(i)-1(d)(3)) to exceed 40% of the Principal Balance of all Collateral Loans

owned by the Borrower.

(j)

Maintenance of RIC Status and Business Development Company. Main Street

shall maintain its status as an RIC under the Code and as a “business development company”

under the Investment Company Act.

Section 5.04.

Negative Covenants of the Collateral Manager. The Collateral Manager

covenants and agrees that until the Collection Date:

(a)

Restrictive Agreements.It shall not enter into or suffer to exist or permit to

become effective any agreement that prohibits, limits or imposes any condition upon its ability to

perform its obligations under the Facility Documents.

(b)

Validity of this Agreement. It shall not (i) take any action or omit to take any

action, the result of which would permit the validity or effectiveness of any Facility Document or

any grant of Collateral hereunder to be impaired, or permit the Lien of this Agreement to be

amended, hypothecated, subordinated, terminated or discharged, or take any action or omit to

take any action, the result of which would permit any Person to be released from any covenant or

obligation with respect to this Agreement (except in accordance with its terms) and (ii) except as

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permitted by any Facility Document, take any action that would permit the Lien of this

Agreement not to constitute a valid first priority perfected security interest in the Collateral

(subject to Permitted Liens).

(c)

Liquidation; Merger; Disposition of Assets. It shall not consummate any plan of

liquidation, dissolution, partial liquidation, merger or consolidation (or suffer any liquidation,

dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of all or

substantially all of its assets unless the Collateral Manager or an Affiliate thereof is the surviving

Person and no Collateral Manager Termination Event results therefrom. The Borrower shall not

enter into any plan of division or other statutory division under Delaware law (or any comparable

event under a different jurisdiction’s laws) without the prior written consent of the

Administrative Agent.

Section 5.05.

Certain Undertakings Relating to Separateness.(a) Without limiting

any, and subject to all, other covenants of the Borrower and the Collateral Manager contained in

this Agreement, the Borrower (and the Collateral Manager in acting on behalf or for the benefit

of the Borrower) shall conduct its business and operations separate and apart from that of any

other Person (including the Parent and its Affiliates) and in furtherance of the foregoing:

(1) The Borrower shall maintain its accounts, financial statements, books,

accounting and other records, and other documents separate from those of any other

Person, provided that the Borrower may be consolidated into the Parent solely for tax and

accounting purposes.

(2)

The Borrower shall not commingle or pool any of its funds or assets with

those of any Affiliate or any other Person, and it shall hold all of its assets in its own

name, except as otherwise permitted or required under the Facility Documents.

(3)

The Borrower shall conduct its own business in its own name and, for all

purposes, shall not operate, or purport to operate, collectively as a single or consolidated

business entity with respect to any Person.

(4)

The Borrower shall pay its own debts, liabilities and expenses (including

overhead expenses, if any) only out of its own assets as the same shall become due;

provided, however, in its capacity as Collateral Manager, Main Street may from time to

time advance expenses of the Borrower for which Main Street is later reimbursed

pursuant to the Priority of Payments.

(5)

The Borrower has observed, and shall observe all (A) limited liability

company formalities and (B) other organizational formalities, in each case to the extent

necessary or advisable to preserve its separate existence, and shall preserve its existence,

and it shall not, nor shall it permit any Affiliate or any other Person to, amend, modify or

otherwise change its limited liability company agreement in a manner that would

adversely affect the existence of the Borrower as a bankruptcy-remote special purpose

entity. The Borrower shall have at least one Independent Manager at all times (subject to

the time periods for replacement of Independent Managers that have resigned or have

been removed set forth in the Borrower’s Constituent Documents).

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(6)

The Borrower shall not (A) guarantee, become obligated for, or hold itself

or its credit out to be responsible for or available to satisfy, the debts or obligations of any

other Person or (B) control the decisions or actions respecting the daily business or affairs

of any other Person except as permitted by or pursuant to the Facility Documents.

(7)

The Borrower shall, at all times, hold itself out to the public as a legal

entity separate and distinct from any other Person; provided that the assets of the

Borrower may be consolidated for accounting purposes and included in consolidated

financial statements of the Parent as required by GAAP or Applicable Law.

(8)

The Borrower shall not identify itself as a division of any other Person.

(9)

The Borrower shall maintain its assets in such a manner that it will not be

costly or difficult to segregate, ascertain or identify its individual assets from those of any

Affiliate or any other Person.

(10)

The Borrower shall not use its separate existence to perpetrate a fraud in

violation of Applicable Law.

(11)

The Borrower shall not, in connection with the Facility Documents, act

with an intent to hinder, delay or defraud any of its creditors in violation of Applicable

Law.

(12)Any transaction between the Borrower and its Affiliates shall be on arm’s

length terms.

(13)

Except as permitted by or pursuant to the Facility Documents, the

Borrower shall not grant a security interest or otherwise pledge its assets for the benefit

of any other Person.

(14)

The Borrower shall not acquire any securities or debt instruments of the

Parent, any Affiliates of the foregoing or any other Person (except for equity interests in

Obligors in connection with the exercise of any remedies with respect to a Collateral

Loan or any exchange offer, work-out or restructuring of a Collateral Loan subject to the

provisions of Section 5.02(p) in the case of any subsidiary formed in connection

therewith).

(15)

The Borrower shall not make loans or advances to any Person, except for

the Collateral Loans and as permitted by or pursuant to the Facility Documents.

(16)

The Borrower shall make no transfer of its Collateral Loans except as

permitted by or pursuant to the Facility Documents.

(17) The Borrower shall file its own tax returns separate from those of any

other Person, except to the extent that the Borrower is not required to file tax returns

under Applicable Law or is not permitted to file its own tax returns separate from those

of any other Person.

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(18)

The Borrower shall not acquire obligations or securities of its members.

(19)

The Borrower shall, to the extent used in its business, use separate

stationery, invoices and checks.

(20)

The Borrower shall correct any known misunderstanding regarding its

separate identity.

(21)

The Borrower shall maintain adequate capital in light of its contemplated

business operations.

(22)

The Borrower shall at all times be organized as a single-purpose entity

with Constituent Documents substantially similar to those in effect on the Closing Date.

(23)

The Borrower shall at all times conduct its business so that any

assumptions made with respect to the Borrower in any “substantive non-consolidation”

opinion delivered in connection with the Facility Documents will continue to be true and

correct in all respects.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01.

Events of Default. “Event of Default”, wherever used herein, means any

one of the following events (whatever the reason for such Event of Default and whether it shall

be voluntary or involuntary or be effected by operation of law or pursuant to any Law of any

Governmental Authority):

(a)

(i) a default in the payment, when due and payable, of (i) any interest,

Commitment Fee or principal in respect of the Advances and (other than a default on the Final

Maturity Date) such default has not been cured within two (2) Business Days after the due date

of such payment, or (ii) any other payment required to be made pursuant to any Facility

Document and such default has not been cured within three (3) Business Days after the date of

such payment; provided that, in the case of a default resulting from a failure to disburse due to an

administrative error or omission by the Collateral Agent or the Administrative Agent, such

default will not be an Event of Default unless such failure continues for five (5) Business Days

after a Responsible Officer of the Collateral Agent or the Administrative Agent receives written

notice or has actual knowledge of such administrative error or omission (irrespective of whether

the cause of such administrative error or omission has been determined);

(b)

the failure to reduce the Advances to $0 on the Final Maturity Date;

(c)

the Borrower or the pool of Collateral becomes an investment company required

to be registered under the Investment Company Act;

(d)

except as otherwise provided in this Section 6.01, a default in any material respect

in the performance, or breach in any material respect, of any covenant or agreement of the

Borrower or the Parent under this Agreement or the other Facility Documents to which it is a

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party (it being understood, without limiting the generality of the foregoing, that any failure to

meet any Concentration Limitation, Collateral Quality Test, Coverage Test or the Maximum

Advance Rate Default Test is not an Event of Default under this clause (d)), or the failure of any

representation or warranty of the Borrower or the Parent made in this Agreement or in any other

Facility Document to which it is a party to be correct, in each case, in all material respects when

the same shall have been made, and the continuation of such default, breach or failure for a

period of thirty (30) days (provided that breaches of Sections 5.01(a)(ii), 5.01(d), 5.01(e), 5.01(f)

and 5.02 shall not have any cure period) after the earlier of (x) written notice to the Borrower and

the Collateral Manager (which may be by e-mail) by any Agent, and (y) a Responsible Officer of

the Borrower, the Parent or the Collateral Manager has acquired actual knowledge thereof (for

the avoidance of doubt, to the extent the Parent purchases or substitutes (in accordance with the

provisions of the Purchase and Contribution Agreement) an Eligible Collateral Loan for a

Collateral Loan for which the representation in Section 4.01(q) was breached, such breach shall

be deemed cured hereunder);

(e)

the rendering of one or more final judgments, decrees or orders by a court or

arbitrator of competent jurisdiction for the payment of money in excess individually or in the

aggregate of $20,000,000 against the Parent, or $500,000 against the Borrower (in each case net

of amounts covered by insurance), and the aforementioned Persons shall not have either (x)

discharged or provided for the discharge of any such judgment, decree or order in accordance

with its terms or (y) perfected a timely appeal of such judgment, decree or order and caused the

execution of same to be stayed during the pendency of the appeal, in each case, within sixty (60)

days from the date of entry thereof;

(f)

an Insolvency Event relating to the Borrower or the Parent occurs;

(g)

any Collateral Manager Termination Event occurs;

(h)

(1) any material provision of a Facility Document shall (except in accordance

with its terms) terminate, cease to be effective or cease to be the legally valid, binding and

enforceable obligation of the Borrower or the Parent, (2) the Borrower or the Parent shall,

directly or indirectly, contest in any manner the effectiveness, validity, binding nature or

enforceability of any Facility Document or any Lien purported to be created thereunder, or (3)

any Lien securing any obligation under any Facility Document shall, in whole or in part, cease to

be a first priority perfected security interest of the Collateral Agent except Permitted Liens and as

otherwise expressly permitted in accordance with the applicable Facility Document;

(i)

thereof;

the occurrence of a Change of Control described in clause (1) of the definition

(j)

the Borrower ceases to have a valid ownership interest in all of the Collateral

(subject to Permitted Liens);

(k)

the Borrower shall assign or attempt to assign any of its rights, obligations, or

duties under the Facility Documents without the prior written consent of each Lender;

(l)

on any Monthly Reporting Date, the Interest Coverage Ratio Test is not satisfied;

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(m)

the Maximum Advance Rate Default Test shall not be satisfied and such failure

shall continue for two (2) Business Days after the earlier of (x) written notice to the Borrower

(which may be by e-mail) by the Administrative Agent and (y) a Responsible Officer of the

Borrower has acquired actual knowledge thereof; provided that if the Collateral Manager (i)

furnishes written evidence to the Administrative Agent within such two (2) Business Day period

of a cure plan acceptable to the Administrative Agent, in its sole discretion, then the grace period

hereunder shall be extended to twelve (12) Business Days;

(n)

the Borrower fails to have at least one Independent Manager; provided that the

resignation of an Independent Manager or the removal of an Independent Manager for “cause”

shall not affect this clause (n) unless the Borrower fails to appoint a new Independent Manager

within ten (10) Business Days of the effective date of such removal or resignation;

(o)

any Monthly Report shall fail to be delivered when due and such failure shall

continue for two (2) Business Days; or

(p)

(i) the Internal Revenue Service shall file notice of a Lien pursuant to

Section 6323 of the Code with regard to any asset of the Borrower and such Lien shall not have

been released within five (5) Business Days or (ii) the PBGC shall file notice of a Lien pursuant

to Section 4068 of ERISA or Section 303(k) of ERISA with regard to any asset of the Borrower

and such Lien shall not have been released within five (5) Business Days, unless, in each case, a

reserve has been established therefor in accordance with GAAP and such action is being

diligently contested in good faith by appropriate proceedings.

Upon a Responsible Officer of the Borrower or Collateral Manager obtaining knowledge

of the occurrence of an Event of Default, each of the Borrower and the Collateral Manager shall

promptly (and in any event within two (2) Business Days) notify each other and the Agents,

specifying each specific Event(s) of Default that has occurred as well as all other Events of

Default that are then known to be continuing. Upon the occurrence of an Event of Default

known to a Responsible Officer of the Collateral Agent or the Administrative Agent, the

Collateral Agent or the Administrative Agent shall promptly notify the other Agent (and the

Administrative Agent will notify the Lenders promptly) of such Event of Default in writing.

Upon the occurrence and during the continuance of any Event of Default, in addition to

all rights and remedies specified in this Agreement and the other Facility Documents, including

Article VII, and the rights and remedies of a secured party under Applicable Law, including the

UCC (which rights shall be cumulative), the Administrative Agent may, in its sole discretion,

and shall, at the request of the Majority Lenders, by notice to the Borrower (with a copy to the

Collateral Agent and the Collateral Administrator), do any one or more of the following: (1)

declare the Commitments to be terminated, whereupon the Commitments shall be terminated,

and/or (2) declare the principal of and the accrued Interest on the Advances and all other

Obligations whatsoever payable by the Borrower hereunder to be forthwith due and payable,

whereupon such amounts shall be immediately due and payable without presentment, demand,

protest or other formalities of any kind, all of which are hereby waived by the Borrower;

provided that, upon the occurrence of any Event of Default described in clause (f) of Section

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6.01, the Commitments shall automatically terminate and the Advances and all such other

amounts shall automatically become due and payable, without any further action by any Person.

In addition, upon the occurrence and during the continuation of an Event of Default (and

with respect to the remedy provided in clause (w) below, upon the occurrence and during the

continuation of an Event of Default described in clause (g) above), following written notice by

the Administrative Agent (provided in its sole discretion or at the direction of the Majority

Lenders) to the Collateral Manager of the exercise of control rights with respect to the Collateral,

the Administrative Agent may, in its sole discretion, and shall, at the request of the Majority

Lenders, exercise such rights, including: (v) the exercise of the Collateral Manager’s rights and

obligations under the Facility Documents, including its unilateral power to (A) consent to

modifications to Collateral Loans, (B) take any discretionary action with respect to Collateral

Loans and (C) direct the acquisition, sales and other dispositions of Collateral Loans; (w) subject

to delivery of a Collateral Manager Termination Notice and the occurrence or declaration of a

Collateral Manager Termination Event, remove the Collateral Manager and transfer the

Collateral Manager’s rights and obligations under the Facility Documents to a Successor

Collateral Manager (provided that the Collateral Manager shall have the option to repurchase the

entire Collateral portfolio so long as (1) the Collateral Manager provides notice to the

Administrative Agent of its intent to acquire and/or refinance the entire Collateral portfolio

promptly following receipt of notice of the Administrative Agent’s intent to transfer management

of the Collateral Manager’s rights and obligations under the Facility Documents to a Successor

Collateral Manager, (2) the Proceeds of such acquisition and/or refinancing are sufficient to

extinguish all Obligations under the Facility Documents (other than unasserted contingent

obligations) and (3) such acquisition and/or refinancing is completed by 4:00 p.m. on the tenth

(10th) Business Day following receipt of the Administrative Agent’s notice of intent to transfer

management of the Collateral Manager’s rights and obligations under the Facility Documents to

a Successor Collateral Manager); (x) if the Collateral Manager is not terminated or otherwise

replaced, to require the Collateral Manager to obtain the consent of the Administrative Agent

before agreeing to any modification of any Collateral Loan, taking any discretionary action with

respect to any Collateral Loan or causing the Borrower to sell or otherwise dispose of any

Collateral Loan; (y) if the Collateral Manager is not terminated or otherwise replaced, to require

the Collateral Manager to cause the Borrower to sell or otherwise dispose of any Collateral Loan

as directed by the Administrative Agent pursuant to Section 7.03, and (z) with respect to any

specific Collateral Loan, to require the Collateral Manager to take such discretionary action with

respect to such Collateral Loan as directed by the Administrative Agent. In connection with any

sale or proposed sale of the Collateral during the continuance of an Event of Default (whether

pursuant to the Facility Documents or Applicable Law), the Borrower, the Parent or the

Collateral Manager (or any Affiliate or designee thereof) shall have the exclusive right to acquire

and/or refinance all Collateral Loans (but not in part) so long as (1) the Borrower, the Parent or

the Collateral Manager (or any Affiliate or designee thereof) provides notice to the

Administrative Agent of its intent to acquire and/or refinance the entire Collateral portfolio by

4:00 p.m. on the tenth (10th) Business Day following receipt of notice of the Administrative

Agent’s intent to liquidate the Collateral, (2) the Proceeds of such acquisition and/or refinancing

are sufficient to extinguish all Obligations under the Facility Documents (other than unasserted

contingent obligations) and (3) such acquisition and/or refinancing is completed within sixty (60)

days of the date of the Administrative Agent’s notice of intent to liquidate the Collateral.

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Section 6.02.

CollateralManagerTerminationEvents.

“CollateralManager

Termination Event”, wherever used herein, means any one of the following events (whatever the

reason for such Collateral Manager Termination Event and whether it shall be voluntary or

involuntary or be effected by operation of law or pursuant to any Law of any Governmental

Authority):

(a)

the Collateral Manager breaches in any material respect any covenant or

agreement applicable to it under this Agreement or any other Facility Document to which it is a

party (it being understood that failure to meet any Coverage Test, Concentration Limitation,

Collateral Quality Test or the Maximum Advance Rate Default Test is not a breach under this

subclause (a)), and, if capable of being cured, is not cured within 30 days (provided that breaches

of Sections 5.03(e) and 5.04 shall not have any cure period) of the earlier of (i) a Responsible

Officer of the Collateral Manager acquiring actual knowledge of such breach or (ii) its receiving

written notice from any Agent of such breach;

(b)

the failure of any representation, warranty, or certification made or delivered by

the Collateral Manager in or pursuant to this Agreement or any other Facility Document to be

correct in any material respect when made and, if capable of being cured, is not cured within 30

days of the earlier of (i) a Responsible Officer of the Collateral Manager acquiring actual

knowledge of such breach or (ii) its receiving written notice from any Agent of such failure;

(c)

(1) any material provision of a Facility Document shall (except in accordance

with its terms) terminate, cease to be effective or cease to be the legally valid, binding and

enforceable obligation of the Collateral Manager or (2) the Collateral Manager shall, directly or

indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of

any Facility Document or any Lien purported to be created thereunder;

(d)

the rendering of one or more final judgments, decrees or orders by a court or

arbitrator of competent jurisdiction for the payment of money in excess individually or in the

aggregate of $20,000,000 against the Collateral Manager (net of amounts covered by insurance),

and the Collateral Manager shall not have either (x) discharged or provided for the discharge of

any such judgment, decree or order in accordance with its terms or (y) perfected a timely appeal

of such judgment, decree or order and caused the execution of same to be stayed during the

pendency of the appeal, in each case, within sixty (60) days from the date of entry thereof;

(e) the failure of the Collateral Manager to make any payment when due (after giving

effect to any related grace period set forth in the related agreements) under one or more

agreements for borrowed money to which the Collateral Manager is a borrower thereunder in an

aggregate amount in excess of $20,000,000, whether or not waived;

(f)

management;

Main Street shall fail to maintain at least $2,000,000,0000 of assets under

(g)

the occurrence of an Event of Default;

(h)

a Change of Control in respect of the Collateral Manager occurs;

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(i)

an Insolvency Event relating to the Collateral Manager occurs;

(j)

on any Monthly Report Determination Date, the Collateral Default Ratio shall

exceed 10.00%; or

(k)

(i) the occurrence of an act by the Collateral Manager that constitutes fraud or

criminal activity in the performance of its obligations under the Facility Documents (as

determined pursuant to a final adjudication by a court of competent jurisdiction) or the Collateral

Manager being indicted for a criminal offense materially related to its business of providing asset

management services and such indictment remains undismissed for at least 90 days or (ii) any

Responsible Officer of the Collateral Manager primarily responsible for the performance by the

Collateral Manager of its obligations under the Facility Documents (in the performance of his or

her investment management duties) is indicted for a criminal offense materially related to the

business of the Collateral Manager providing asset management services and continues to have

responsibility for the performance by the Collateral Manager hereunder for a period of ten (10)

days after such indictment.

Upon the occurrence of a Collateral Manager Termination Event actually known to a

Responsible Officer of the Administrative Agent, the Administrative Agent shall promptly notify

the other Agent (and the Administrative Agent will notify the Lenders promptly) of such

Collateral Manager Termination Event in writing.

Upon the occurrence and during the

continuance of a Collateral Manager Termination Event, the Administrative Agent, by written

notice to the Collateral Manager (with a copy to the Custodian, Document Custodian, the

Collateral Administrator and the Collateral Agent) (a “Collateral Manager Termination

Notice”), may terminate all of the rights and obligations of the Collateral Manager as Collateral

Manager under this Agreement in accordance with Section 11.08.

ARTICLE VII

PLEDGE OF COLLATERAL; RIGHTS OF THE COLLATERAL AGENT

Section 7.01.

Grant of Security. (a) The Borrower hereby grants, pledges, transfers

and collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, as

collateral security for all Obligations, a continuing security interest in, and a Lien upon, all of the

Borrower’s right, title and interest in, to and under, the following property, in each case whether

tangible or intangible, wheresoever located, and whether now owned by the Borrower or

hereafter acquired and whether now existing or hereafter coming into existence (all of the

property described in this Section 7.01(a) being collectively referred to herein as the

“Collateral”):

(i) all Collateral Loans and Related Documents (including those listed, as of

the Closing Date, in Schedule 3), both now and hereafter owned, including all

Collections and other Proceeds thereon or with respect thereto;

(ii)

each Covered Account and all Money and all investment property

(including all securities, all security entitlements with respect to such Covered Account

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and all financial assets carried in such Covered Account) from time to time on deposit in

or credited to each Covered Account;

(iii)

all interest, dividends, stock dividends, stock splits, distributions and other

Money or property of any kind distributed in respect of the Collateral Loans of the

Borrower, which the Borrower is entitled to receive, including all Collections in respect

of its Collateral Loans;

(iv) each Facility Document and all rights, remedies, powers, privileges and

claims under or in respect thereto (whether arising pursuant to the terms thereof or

otherwise available to the Borrower at law or equity), including the right to enforce each

such Facility Document and to give or withhold any and all consents, requests, notices,

directions, approvals, extensions or waivers under or with respect thereto, to the same

extent as the Borrower could but for the assignment and security interest granted to the

Collateral Agent under this Agreement;

(v)

all Cash or Money in possession of the Borrower or delivered to the

Collateral Agent (or its bailee);

(vi)

all securities, loans, investments, accounts, chattel paper, deposit accounts,

financial assets, general intangibles, instruments, investment property, letter-of-credit

rights and supporting obligations of the Borrower;

(vii)

all other property of any type or nature in which the Borrower has an

interest (including the equity interests of each subsidiary of the Borrower) and all

property of the Borrower which is delivered to the Collateral Agent (or the Custodian or

Document Custodian on its behalf) by or on behalf of the Borrower (whether or not

constituting Collateral Loans or Eligible Investments);

(viii) all Liens, collateral, property, guaranties, supporting obligations, insurance

and other agreements or arrangements of whatever character from time to time supporting

or securing payment of the assets, investments and properties described above; and

(ix)

all Proceeds of any and all of the foregoing.

(b)

All terms used in this Section 7.01 that are defined in the UCC but are not defined

in Section 1.01 shall have the respective meanings assigned to such terms in the UCC.

(c)

The Borrower confirms that, upon the occurrence and during the continuance of

an Event of Default and until the Collection Date, the Collateral Agent (at the written direction

of the Administrative Agent a copy of which direction shall also be provided to the Borrower to

the extent delivery thereof to the Borrower is not prohibited by Applicable Law) on behalf of the

Secured Parties shall have the sole right to enforce the Borrower’s rights and remedies under the

Purchase and Contribution Agreement and any UCC financing statements filed under or in

connection therewith for the benefit of the Secured Parties.

Section 7.02.

Release of Security Interest. Upon the Collection Date or pursuant to

Section 8.07, the Collateral Agent, on behalf of the Secured Parties, shall, at the expense of the

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Borrower, promptly execute, deliver and file or authorize for filing such instruments as the

Borrower shall prepare and reasonably request in order to reassign, release or terminate the

Secured Parties’ security interest in the Collateral. The Secured Parties acknowledge and agree

that upon the sale or disposition of any Collateral by the Borrower in compliance with the terms

and conditions of this Agreement, the security interest of the Secured Parties in such Collateral

shall immediately terminate and the Borrower shall provide notice thereof to the Collateral

Agent and the Administrative Agent and the Collateral Agent, on behalf of the Secured Parties,

shall, at the expense of the Borrower, execute, deliver and file or authorize for filing such

instrument as the Borrower shall prepare and reasonably request to reflect or evidence such

termination. Any and all actions under this Article VII in respect of the Collateral shall be

without any recourse to, or representation or warranty by any Secured Party and shall be at the

sole cost and expense of the Borrower.

Section 7.03.

Rights and Remedies. The Collateral Agent (for itself and on behalf of

the other Secured Parties) shall have all of the rights and remedies of a secured party under the

UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of

Default, the Collateral Agent or its designees shall, at and in accordance with the written

direction of the Administrative Agent or the Required Lenders acting through the Administrative

Agent, (i) instruct the Borrower to deliver any or all of the Collateral, the Related Documents

and any other documents relating to the Collateral to the Collateral Agent or its designees and

otherwise give all instructions for the Borrower regarding the Collateral; (ii) sell or otherwise

dispose of the Collateral in a commercially reasonable manner, all without judicial process or

proceedings; (iii) take control of the Proceeds of any such Collateral; (iv) subject to the

provisions of the applicable Related Documents, exercise any consensual or voting rights in

respect of the Collateral; (v) release, make extensions, discharges, exchanges or substitutions for,

or surrender all or any part of the Collateral; (vi) enforce the Borrower’s rights and remedies

with respect to the Collateral; (vii) institute and prosecute legal and equitable proceedings to

enforce collection of, or realize upon, any of the Collateral; (viii) require that the Borrower

immediately take all actions necessary to cause the liquidation of the Collateral in order to pay

all amounts due and payable in respect of the Obligations, in accordance with the terms of the

Related Documents; (ix) redeem or withdraw or cause the Borrower to redeem or withdraw any

asset of the Borrower to pay amounts due and payable in respect of the Obligations; (x) make

copies of or, if necessary, remove from the Borrower’s, the Collateral Manager’s and their

respective agents’ place of business all books, records and documents relating to the Collateral;

and (xi) endorse the name of the Borrower upon any items of payment relating to the Collateral

or upon any proof of claim in bankruptcy against an account debtor. In the absence of written

direction of the Administrative Agent or the Required Lenders (acting through the

Administrative Agent), the Collateral Agent shall not be required to take any action. In the

absence of its gross negligence or willful misconduct, the Collateral Agent shall not be liable to

the Administrative Agent, the Required Lenders or any other party for any action taken or

omitted to be taken at the direction of the Administrative Agent or the Required Lenders (acting

through the Administrative Agent) or any inactions in the absence thereof. To the extent

permitted by applicable law, each of the Borrower and the Collateral Manager waive all claims,

damages and demands it may have against the Collateral Agent and the Secured Parties arising

out of the exercise by the Collateral Agent of any of their rights hereunder, except for any claims,

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damages and demands it may have against the Collateral Agent arising from the bath faith,

willful misconduct or gross negligence of the Collateral Agent.

The Borrower hereby agrees that, upon the occurrence and during the continuance of an

Event of Default, at the request of either the Administrative Agent or the Required Lenders

(acting through the Administrative Agent), it shall execute all documents and agreements which

are necessary or appropriate to have the Collateral to be assigned to the Collateral Agent or its

designee. For purposes of taking the actions described in clauses (i) through (xi) of this Section

7.03 the Borrower hereby irrevocably appoints the Collateral Agent as its attorney-in-fact (which

appointment being coupled with an interest and is irrevocable while any of the Obligations

remain unpaid, with power of substitution), in the name of the Collateral Agent or in the name of

the Borrower or otherwise, for the use and benefit of the Collateral Agent (for the benefit of the

Secured Parties), but at the cost and expense of the Borrower and, except as expressly required

by Applicable Law, without notice to the Borrower. Such appointment shall in no way impose

upon the Collateral Agent any obligation to take any such action unless specifically directed to

do so by the Administrative Agent or the Required Lenders in accordance with this Agreement.

The Collateral Agent shall not be deemed to assume any obligations of the Borrower as a result

of the foregoing power of attorney and shall have no obligation to the Borrower to exercise any

such rights thereunder except as otherwise directed by the Administrative Agent or the Required

Lenders (acting through the Administrative Agent).

Notwithstanding anything in this Section 7.03 to the contrary, the Collateral Agent shall

be under no duty or obligation to take any affirmative action to exercise or enforce any power,

right or remedy available to it under this Agreement unless and to the extent expressly so

directed by the Administrative Agent, the Required Lenders or the Majority Lenders, as

applicable; provided that the Collateral Agent shall not be required to take any action hereunder

at the direction of the Administrative Agent or any Secured Party if such action would, in the

reasonable determination of the Collateral Agent (x) be in violation of or contrary to Applicable

Law or any provisions of this Agreement or other Facility Document or (y) expose the Collateral

Agent to liability unless it has received reasonably satisfactory indemnity with respect thereto.

All sums paid or advanced by the Collateral Agent in connection with the foregoing and

all out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and

expenses) incurred in connection therewith, together with interest thereon at the Past Due Rate

from the date of payment until repaid in full, shall be paid by the Borrower to the Collateral

Agent from time to time on demand in accordance with the Priority of Payments and shall

constitute and become a part of the Obligations secured hereby.

Section 7.04.Remedies CumulativeRemedies Cumulative.

Each right, power, and

remedy of the Agents and the other Secured Parties, or any of them, as provided for in this

Agreement or in the other Facility Documents or now or hereafter existing at law or in equity or

by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other

right, power, or remedy provided for in this Agreement or in the other Facility Documents or

now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or

beginning of the exercise by either of the Agents or any other Secured Party of any one or more

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of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by such

Persons of any or all such other rights, powers, or remedies.

Section 7.05.

Related DocumentsRelated Documents. (a) Each of the Borrower and

the Collateral Manager hereby agrees that, to the extent not expressly prohibited by the terms of

the Related Documents, after the occurrence and during the continuance of an Event of Default,

it shall (i) upon the written request of the Administrative Agent, promptly forward to such

Person all material information and notices which it receives under or in connection with the

Related Documents relating to the Collateral, (ii) upon the written request of the Administrative

Agent, promptly forward to the Administrative Agent any reasonably requested information

relating to the specified Collateral Loans and (iii) act and refrain from acting in respect of any

request, act, decision or vote under or in connection with the Related Documents relating to the

Collateral only in accordance with the direction of the Administrative Agent.

(b)

The Borrower agrees that, to the extent the same shall be in the Borrower’s

possession, it will hold all Related Documents relating to the Collateral in trust for the Collateral

Agent on behalf of the Secured Parties, and upon request of the Administrative Agent following

the occurrence and during the continuance of an Event of Default or as otherwise provided

herein, promptly deliver the same to the Collateral Agent or its designee (including the

Custodian). In addition, in accordance with Article XIII, promptly (and in any event, within five

(5) Business Days) following its acquisition of any Collateral Loan the Borrower shall deliver to

the Collateral Agent, the Collateral Administrator and the Administrative Agent, to the extent

applicable, electronic copies of the Related Documents.

Section 7.06.

Borrower Remains Liable. (a) Notwithstanding anything herein to the

contrary, (i) the Borrower shall remain liable under the contracts and agreements included in and

relating to the Collateral (including the Related Documents) to the extent set forth therein, and

shall perform all of its duties and obligations under such contracts and agreements to the same

extent as if this Agreement had not been executed, and (ii) the exercise by any Secured Party of

any of its rights hereunder shall not release the Borrower from any of its duties or obligations

under any such contracts or agreements included in the Collateral.

(b)

No obligation or liability of the Borrower is intended to be assumed by the

Administrative Agent or any other Secured Party under or as a result of this Agreement or the

other Facility Documents, or the transactions contemplated hereby or thereby, including under

any Related Document or any other agreement or document that relates to Collateral and, to the

maximum extent permitted under provisions of Law, the Administrative Agent and the other

Secured Parties expressly disclaim any such assumption.

Section 7.07.

Protection of Collateral. The Borrower shall from time to time execute

and deliver all such supplements and amendments hereto and file or authorize the filing of all

such UCC-1 financing statements and continuation statements and the equivalent thereof in any

applicable foreign jurisdiction, if applicable, instruments of further assurance and other

instruments, and shall take such other action as may be necessary or advisable or desirable to

secure the rights and remedies of the Secured Parties hereunder and to:

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(i)

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

(ii)

maintain, preserve and perfect any grant of security made or to be made by

this Agreement including the first priority nature of the Lien granted hereunder or to carry

out more effectively the purposes hereof;

(iii)

perfect, publish notice of or protect the validity of any grant made or to be

made by this Agreement (including any and all actions necessary or desirable as a result

of changes in Law);

(iv)

the Collateral;

enforce any of the Collateral or other instruments or property included in

(v)

preserve and defend title to the Collateral and the rights therein of the

Collateral Agent and the Secured Parties in the Collateral against the claims of all third

parties; and

(vi)

pay or cause to be paid any and all Taxes levied or assessed upon all or

any part of the Collateral.

The Borrower hereby designates the Collateral Agent as its agent and attorney in fact to

prepare and file any UCC-1 financing statement and continuation statement and the equivalent

thereof in any applicable foreign jurisdiction, if applicable, and all other instruments, and take all

other actions, required pursuant to this Section 7.07. Such designation shall not impose upon the

Collateral Agent or the Administrative Agent or any other Secured Party, or release or diminish,

the Borrower’s obligations under this Section 7.07 or Section 5.01(c). The Borrower further

authorizes the Administrative Agent to file, without the Borrower’s signature, UCC-1 financing

statements or the equivalent thereof in any foreign jurisdiction, if applicable, that name the

Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in

which the debtor now or hereafter has rights” as the Collateral in which the Collateral Agent has

a grant of security hereunder and any amendments or continuation statements that may be

necessary or desirable.

ARTICLE VIII

ACCOUNTS, ACCOUNTINGS AND RELEASES

Section 8.01.

Collection of Money. Except as otherwise expressly provided herein, the

Collateral Agent shall, at the direction of the Administrative Agent, demand payment or delivery

of, and shall collect, directly and without intervention or assistance of any fiscal agent or other

intermediary, all Money and other property payable to or receivable by the Collateral Agent

pursuant to this Agreement, including all payments due on the Collateral, in accordance with the

terms and conditions of such Collateral. The Collateral Agent shall segregate and hold all such

Money and property received by it in trust for the Secured Parties and shall apply it as provided

in this Agreement. Each Covered Account shall be established and maintained under the

Account Control Agreement with a Qualified Institution. Any Covered Account may contain

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any number of component accounts for the convenience of the Collateral Agent or as required by

the Collateral Manager for convenience in administering the Covered Account or the Collateral.

Section 8.02.

Collection AccountCollection Account.

(a) In accordance with this

Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing

Date, establish at the Custodian the “Collection Account” which shall be maintained with the

Custodian in accordance with the Account Control Agreement, which shall be subject to the Lien

of the Collateral Agent and which shall consist of two segregated accounts, one of which will be

designated the “Interest Collection Account” and one of which will be designated the “Principal

Collection Account”. The Collateral Agent shall from time to time deposit into the Interest

Collection Account or the Principal Collection Account, in addition to the deposits required

pursuant to Section 8.05(a), immediately upon receipt thereof all Interest Proceeds received by

the Collateral Agent. The Collateral Agent shall deposit immediately upon receipt thereof all

other amounts remitted to the Collection Account into the Principal Collection Account

including, in addition to the deposits required pursuant to Section 8.05(a), all Principal Proceeds

(unless simultaneously reinvested in additional Collateral Loans in accordance with Article X or

in Eligible Investments or required to be deposited in the Revolving Reserve Account pursuant

to Section 8.04) received by the Collateral Agent. If all Interest Proceeds and Principal Proceeds

are held by the Collateral Agent in one of the segregated Collection Accounts, then the Collateral

Agent may record the Principal Proceeds and Interest Proceeds in the Collateral Agent’s cash

flow report provided to the Collateral Manager pursuant to Section 8.05 as though such Principal

Proceeds and Interest Proceeds were segregated. All Monies deposited from time to time in the

Collection Account pursuant to this Agreement shall be held by the Collateral Agent as part of

the Collateral and shall be applied to the purposes herein provided. Subject to Section 8.02(c),

amounts in the Collection Account shall be reinvested pursuant to Section 8.05(a).

(b)

At any time when reinvestment is permitted pursuant to Article X, the Collateral

Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of a

certificate or an email (of a .pdf or other similar file) instruction of a Responsible Officer of the

Collateral Manager or a Trade Ticket, direct the Collateral Agent (with a copy to the Collateral

Administrator) to, and upon receipt of such certificate, email or Trade Ticket, as applicable

(which such certificate, Trade Ticket or email shall be deemed to be a certification of the

Collateral Manager that the applicable reinvestment is authorized and permitted by the Facility

Documents and all conditions precedent to such reinvestment have been satisfied), the Collateral

Agent shall, withdraw funds on deposit in the Principal Collection Account representing

Principal Proceeds (together with accrued interest received with regard to any Collateral Loan

and Interest Proceeds but only to the extent used to pay for accrued interest on an additional

Collateral Loan) and reinvest such funds in additional Collateral Loans in accordance with such

certificate, email or Trade Ticket. At any time as of which sufficient funds are not on deposit in

the Revolving Reserve Account, the Collateral Manager on behalf of the Borrower may, by

delivery of a certificate of a Responsible Officer of the Collateral Manager, direct the Collateral

Agent (with a copy to the Collateral Administrator) to, and upon receipt of such certificate the

Collateral Agent shall, withdraw funds on deposit in the Principal Collection Account

representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to

meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Loans or

Revolving Collateral Loans. In addition, in connection with any prepayment of Advances under

Section 2.05(a), the Collateral Manager on behalf of the Borrower may, by delivery of a

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certificate of a Responsible Officer of the Collateral Manager to the Collateral Agent and the

Collateral Administrator, direct the Collateral Agent to, and upon receipt of such certificate the

Collateral Agent shall, withdraw funds on deposit in the Principal Collection Account

representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to

the Lenders in connection with such prepayment.

(c)

The Collateral Agent shall transfer to the Payment Account, from the Collection

Account for application pursuant to Section 9.01(a), on the Business Day prior to each Payment

Date, the amount set forth to be so transferred in the Monthly Report for such Payment Date.

Section 8.03.

Transaction AccountsTransaction Accounts. (a) Payment Account. In

accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or

prior to the Closing Date, establish at the Custodian a single, segregated non-interest bearing

trust account in the name “MSCC Funding I, LLC Payment Account, subject to the lien of the

Collateral Agent”, which shall be designated as the “Payment Account”, which shall be

maintained by the Borrower with the Custodian in accordance with the Account Control

Agreement and which shall be subject to the Lien of the Collateral Agent. Except as provided in

Section 9.01, the only permitted withdrawal from or application of funds on deposit in, or

otherwise to the credit of, the Payment Account shall be to pay amounts due and payable under

the Priority of Payments on the Payment Dates in accordance with their terms and the provisions

of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the

Payment Account other than in accordance with this Agreement and the Priority of Payments.

(b)

Custodial Account. In accordance with this Agreement and the Account Control

Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian a

single, segregated non-interest bearing trust account in the name “MSCC Funding I, LLC

Custodial Account, subject to the lien of the Collateral Agent”, which shall be designated as the

“Custodial Account”, which shall be maintained by the Borrower with the Custodian in

accordance with the Account Control Agreement and which shall be subject to the Lien of the

Collateral Agent. All Collateral Loans shall be credited to the Custodial Account.

Section 8.04.

The Revolving Reserve Account; Fundings.In accordance with this

Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing

Date, establish at the Custodian a single, segregated non-interest bearing trust account in the

name “MSCC Funding I, LLC Revolving Reserve Account, subject to the lien of the Collateral

Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be

maintained by the Borrower with the Custodian in accordance with the Account Control

Agreement and which shall be subject to the Lien of the Collateral Agent. The only permitted

deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the

provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial

interest in the Revolving Reserve Account other than in accordance with this Agreement and the

Priority of Payments.

On the Commitment Termination Date and at all times thereafter, the Borrower shall

maintain an amount (the “Revolving Reserve Required Amount”) in the Revolving Reserve

Account at least equal to the sum of (x) the Revolving Exposure, plus (y) the aggregate amount

of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to

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the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to

or immediately after the occurrence of the Commitment Termination Date (other than a

Commitment Termination Date following the occurrence of an Insolvency Event with respect to

the Borrower, the Parent or the Collateral Manager), the Borrower shall be deemed to have

requested a final Borrowing in an amount sufficient to fund the Revolving Reserve Required

Amount.

During the Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and

Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving

Reserve Account, then available Principal Proceeds on deposit in the Collection Account and

finally, available Borrowings. After the Commitment Termination Date, fundings of Delayed

Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts

on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the

Collection Account. In addition, after the Commitment Termination Date, all Principal Proceeds

received with respect to Revolving Collateral Loans shall be deposited into the Revolving

Reserve Account to the extent such proceeds may be reborrowed by the related Obligors.

Amounts on deposit in the Revolving Reserve Account will be invested in overnight

funds that are Eligible Investments selected by the Collateral Manager pursuant to Section 8.05

and earnings from all such investments will be deposited in the Interest Collection Account as

Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible

Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown

Collateral Loans and Revolving Collateral Loans and settle purchases of Collateral Loans

committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided

that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the

Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to and the

Collateral Agent, at the direction of the Borrower (or the Collateral Manager on its behalf), shall

remit such excess to the Principal Collection Account. In addition, following the occurrence of

an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the

Collateral Agent and deposited into the Principal Collection Account pursuant to and at the

direction of the Administrative Agent.

Section 8.05.

Reinvestment of Funds in Covered Accounts; Reports by Collateral

Agent. (a) By delivery of a certificate of a Responsible Officer (which may be in the form of

standing instructions), the Borrower (or the Collateral Manager on behalf of the Borrower) shall

at all times direct the Collateral Agent to, and, upon receipt of such certificate, the Collateral

Agent shall, in accordance with such direction, invest all funds on deposit in the Collection

Account (including the Principal Collection Account and the Interest Collection Account) and

the Revolving Reserve Account as so directed in Eligible Investments having stated maturities

no later than the Business Day preceding the next Payment Date (or such shorter maturities

expressly provided herein). If, prior to the occurrence of an Event of Default, the Collateral

Manager shall not have given any such investment directions, the Collateral Agent shall invest

and reinvest such funds as fully as practicable in the Specified Eligible Investment (or if none

has been selected, such funds shall remain uninvested). After the occurrence and during the

continuation of an Event of Default, the Collateral Agent (as directed by the Administrative

Agent) shall invest and reinvest such Monies as fully as practicable in Specified Eligible

Investments selected by the Administrative Agent in accordance with the definition of Specified

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Eligible Investment (and if no Specified Eligible Investment has been specified, such funds shall

be invested in the Specified Eligible Investment selected by the Collateral Manager or held

uninvested if none has been selected). Except to the extent expressly provided otherwise herein,

all interest, gain, loss and other income from such investments shall be deposited, credited or

charged (as applicable) in and to the Interest Collection Account. Absent its timely receipt of

such instruction from the Collateral Manager in accordance with the foregoing, the Collateral

Agent shall not be under an obligation to invest (or pay interest on) funds held hereunder. The

Collateral Agent shall in no way be liable for any insufficiency in a Covered Account resulting

from any loss relating to any such investment.

(b)

The Collateral Agent agrees to give the Borrower prompt notice if any Covered

Account or any funds on deposit in any Covered Account, or otherwise to the credit of a Covered

Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or

similar process. All Covered Accounts shall remain at all times with the Collateral Agent.

(c)

The Collateral Administrator shall supply, in a timely fashion, to the Borrower

and the Collateral Manager any information regularly maintained by the Collateral Administrator

that the Borrower or the Collateral Manager may from time to time reasonably request with

respect to the Collateral, the Covered Accounts and the other Collateral and provide any other

requested information reasonably available to the Collateral Administrator and required to be

provided by Section 8.06 or to permit the Collateral Manager to perform its obligations

hereunder or the Borrower’s obligations hereunder that have been delegated to the Collateral

Manager. The Collateral Administrator shall promptly forward to the Collateral Manager copies

of notices and other writings received by it from the Obligor of any Collateral Loan or from any

Clearing Agency with respect to any Collateral Loan which notices or writings advise the holders

of such Collateral Loan of any rights that the holders might have with respect thereto (including

requests to vote with respect to amendments or waivers and notices of prepayments and

redemptions) as well as all periodic financial reports received from such Obligor and Clearing

Agency with respect to such Obligor.

Section 8.06.

AccountingsAccountings. (a) Monthly. Not later than (i) January 20,

2023 and (ii) two Business Days prior to the 25th day of each calendar month, beginning with

February 2023 (such date, the “Monthly Reporting Date”), the Collateral Manager shall compile

and provide to the Agents and the Lenders, a monthly report (each, a “Monthly Report”) in

accordance with this Section 8.06. The Collateral Manager shall compile and provide to the

Collateral Administrator and the Administrative Agent a loan data file (the “Data File”) for the

previous monthly period ending on the Monthly Report Determination Date (containing such

information agreed upon by the Collateral Manager, the Collateral Administrator and the

Administrative Agent). The Collateral Manager shall provide (or cause to be provided) the Data

File to the Collateral Administrator and the Administrative Agent at least (x) four (4) Business

Days prior to the January 2023 Monthly Reporting Date and (y) five (5) Business Days prior to

any subsequent Monthly Reporting Date. The Collateral Administrator shall use commercially

reasonable efforts to review and, based solely on the Data File provided by the Collateral

Manager, confirm the calculations in clauses (i) through (xii) below made by the Collateral

Manager in any such Monthly Report for such calendar month, within three (3) Business Days of

the receipt thereof and shall review and verify the Monthly Report to ensure that it is complete

on its face and, based solely on the information provided on the related Data File, that the

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following items in such Monthly Report have been accurately calculated, if applicable, and

reported: (i) Aggregate Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration

Amount, (iv) Maximum Available Amount, (v) Net Aggregate Exposure Amount, (vi) each

Collateral Quality Test, (vii) each Coverage Test, (viii) the Maximum Advance Rate Default

Test, (ix) Collateral Default Ratio, (x) completion of Priority of Payments pursuant to Section

9.01(a), (xi) Interest Collection Account, Principal Collection Account and Revolving Reserve

Account balances, and (xii) other information as may be mutually agreed upon by the Collateral

Administrator, the Collateral Manager and the Administrative Agent. Upon receipt of such

confirmation (or report showing discrepancies) by the Collateral Manager and the Administrative

Agent from the Collateral Administrator, and in any event by no later than the Monthly

Reporting Date, the Collateral Manager shall compile and provide (or cause to be compiled and

provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly

Report Determination Date” will be the last day of the most recently completed Collection

Period. The Monthly Report for a calendar month shall contain the information with respect to

the Collateral Loans and Eligible Investments included in the Collateral set forth in Schedule 2,

and shall be determined as of the Monthly Report Determination Date for such calendar month.

In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report

a statement setting forth in reasonable detail each amendment, modification or waiver under any

Related Document for each Collateral Loan that constitutes a Material Modification that became

effective since the immediately preceding Monthly Report (or, in respect of the first Monthly

Report, from the Closing Date).

(b)

Failure to Provide Accounting. If the Collateral Agent shall not have received

any accounting provided for in this Section 8.06 on the first Business Day after the date on which

such accounting is due to the Collateral Agent, the Collateral Agent shall notify the Collateral

Manager who shall use all reasonable efforts to obtain such accounting by the applicable

Monthly Reporting Date.

Section 8.07. Release of Collateral. (a) The Lien created by this Agreement shall be

automatically released with respect to any sale of any item of Collateral in accordance with

Section 10.01. Upon receipt of a certificate of a Responsible Officer of the Collateral Manager

(on behalf of the Borrower) or a Trade Ticket, the Collateral Agent (or Custodian or Document

Custodian, as applicable) shall deliver any such item, if in physical form, duly endorsed to the

broker or purchaser designated by in such certificate or, if such item is a Clearing Corporation

Security, cause an appropriate transfer thereof to be made, in each case against receipt of the

sales price therefor as specified by the Collateral Manager in such certificate; provided that the

Collateral Agent may deliver any such item in physical form for examination in accordance with

street delivery custom. The Collateral Agent (or the Document Custodian or the Custodian, as

applicable) shall, at the sole expense of the Borrower and at the direction of the Administrative

Agent, execute such documents and instruments of release as may be prepared by the Collateral

Manager on behalf of the Borrower and take other such actions as shall reasonably be requested

by the Collateral Manager to evidence or effect such release of the Lien created pursuant to this

Agreement.

(b)

Subject to the terms of this Agreement, the Collateral Agent, Document

Custodian or Custodian, as applicable, shall, upon the receipt of a certificate of a Responsible

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Officer of the Collateral Manager, deliver any Collateral as instructed in such certificate, and

execute such documents or instruments as are presented by the Borrower or the Collateral

Manager and are reasonably necessary to release or cause to be released such loan from the Lien

of this Agreement, which is set for any mandatory call or redemption or payment in full to the

appropriate paying agent on or before the date set for such call, redemption or payment, in each

case against receipt of the call or redemption price or payment in full thereof.

shall deposit any proceeds received by it from the disposition of any Collateral in the Interest

Collection Account or the Principal Collection Account, as applicable and as instructed by the

Collateral Manager, unless simultaneously applied to the purchase of additional Collateral Loans

or Eligible Investments as permitted under and in accordance with the requirements of this

Article VIII and Article X.

(d)

The Collateral Agent shall, upon receipt of a certificate of a Responsible Officer

of the Borrower (or the Collateral Manager on its behalf), certifying that there are no

Commitments outstanding and all Obligations of the Borrower hereunder and under the other

Facility Documents have been satisfied, release any remaining Collateral from the Lien of this

Agreement.

(e)

Any Collateral Loan or amounts that are released pursuant to Section 8.07(a) or

(b) shall automatically be released from the Lien of this Agreement.

Section 8.08.

Reports by Independent Accountants. The Borrower or the Collateral

Manager will cause a firm of nationally recognized independent public accountants reasonably

acceptable to the Administrative Agent (who may also render other services to the Collateral

Manager) (together with its successors, the “Independent Accountants”) to furnish to the

Administrative Agent and each Lender (a) by the six-month anniversary of the Closing Date (the

“Initial AUP Date”) and (b) annually thereafter, by each anniversary of the Initial AUP Date, in

each case, a report relating to such calendar year to the effect that (i) such firm has applied

certain agreed-upon procedures, and (ii) based on such examination, such firm is of the opinion

that the Monthly Reports for such year (or, such period of time since the Closing Date, as

applicable) were prepared in compliance with this Agreement, except for such exceptions as it

believes to be immaterial and such other exceptions as shall be set forth in such firm’s report

(including with respect to any such exceptions, an explanation of how each such exception arose

and reflecting the input/explanation of the Collateral Manager thereto). The fees of such

Independent Accountants and any successor shall be payable by the Borrower.

Section 8.09.

Covered Account Details.

The account number of each Covered

Account is set forth on Schedule 6.

ARTICLE IX

APPLICATION OF MONIES

Section 9.01.

Disbursements of Monies from Payment Account. .

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(a)

Notwithstanding any other provision in this Agreement, but subject to the other

subsections of this Section 9.01, on each Payment Date, the Collateral Agent shall disburse

amounts transferred from the Collection Account to the Payment Account pursuant to Section

8.02 in accordance with the Monthly Report and the following priorities (the “Priority of

Payments”):

(i)

On each Payment Date prior to the occurrence and continuance of an

Event of Default, Interest Proceeds on deposit in the Interest Collection Account, to the

extent received on or before the related Determination Date (or, if such Determination

Date is not a Business Day, the next succeeding Business Day) will be transferred into

the Payment Account, to be applied in the following order of priority:

(A)

Borrower;

to pay registration, registered office and filing fees, if any, of the

(B)

(1) first, to pay all out-of-pocket costs and expenses of the

Collateral Agent incurred in connection with any sale of Collateral or exercise of

other remedial rights pursuant to Section 7.03; (2) second, to pay Administrative

Expenses (in the order of priority set forth in the definition thereof); provided that

the amounts payable in this clause (2) shall not exceed the Administrative

Expense Cap; and (3) third, to pay the Collateral Agent all amounts owed

pursuant to Erroneous Payment Subrogation Rights without regard to the

Administrative Expense Cap;

(C)

to the Administrative Agent to pay all fees and expenses of the

Administrative Agent under the Facility Documents and all amounts owed

pursuant to Erroneous Payment Subrogation Rights;

(D)

(1) first, to the Collateral Manager to pay the Senior Collateral

Management Fee, plus any Senior Collateral Management Fee that remains due

and unpaid in respect of any prior Payment Dates as a result of insufficient funds

and (2) second, to pay Collateral Manager Expenses, provided that the amounts in

this clause (2) shall not exceed the Collateral Manager Expense Cap;

(E) to each Lender (including the Swingline Lender), pro rata, based

on amounts owed, to pay accrued and unpaid Interest on the Advances and

Commitment Fees due to each such Lender and amounts payable to each such

Lender under Section 2.10;

(F)

(i) if any of the Coverage Tests are not satisfied as of the related

Determination Date, to pay the principal of the Advances of each Lender (pro

rata, based on each Lender’s Percentage) until the Coverage Tests are satisfied

(on a pro forma basis as at such Determination Date) and (ii) if each of the

Coverage Tests are satisfied as of the related Determination Date, to make any

required Permitted RIC Distributions that are solely based on the income of the

Borrower;

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(G)

(i) during the Reinvestment Period, at the discretion of the

Collateral Manager, for deposit into the Revolving Reserve Account until the

amount on deposit therein equals the Revolving Reserve Required Amount (as if

such amount was in effect prior to the end of the Reinvestment Period) and (ii)

after the Reinvestment Period, for deposit into the Revolving Reserve Account

until the amount on deposit therein equals the Revolving Reserve Required

Amount;

(H)

to pay, on a pro rata basis, accrued and unpaid amounts owing to

Affected Persons (if any) under Sections 2.09 and 16.04, all other fees, expenses

or indemnities owed to the Secured Parties or Indemnified Parties;

(I)

(1) first, to the payment or application of amounts referred to in

clause (B) above (in the same order of priority specified therein), to the extent not

paid in full pursuant to applications under such clause, (2) second, to the payment

or application of amounts referred to in clause (C) above to the extent not paid in

full pursuant to such clause, and (3) third, to the payment or application of

amounts referred to in clause (D)(2) above to the extent not paid in full pursuant

to such clause;

(J)

to the Collateral Manager to pay the accrued and unpaid

Subordinated Collateral Management Fee that remains due and payable, and any

Subordinated Collateral Management Fee that remains due and unpaid in respect

of any prior Payment Dates; and

(K)

any remaining amounts shall, at the discretion of the Borrower, (i)

be released to the Borrower or its designee, (ii) remain in the Interest Collection

Account or (iii) be transferred to the Principal Collection Account.

(ii)

On each Payment Date prior to the occurrence and continuance of an

Event of Default, except for any Principal Proceeds that will be used to settle binding

commitments entered into prior to the related Determination Date for the purchase of

Collateral Loans, Principal Proceeds on deposit in the Principal Collection Account that

are received on or before the related Determination Date (or, if such Determination Date

is not a Business Day, the next succeeding Business Day) will be transferred to the

Payment Account to be applied in the following order of priority:

(A)

to the payment of unpaid amounts under clauses (A) through (F) in

clause (i) above (in the same order of priority specified therein), to the extent not

paid in full thereunder;

(B)

at the discretion of the Collateral Manager, all remaining amounts

shall be allocated to any one or more of the following payments: (1) during the

Reinvestment Period, to the Principal Collection Account for the purchase of

additional Collateral Loans (including funding Revolving Collateral Loans and

Delayed Drawdown Collateral Loans), (2) during the Reinvestment Period, to

prepay the Advances, (3) for deposit into the Revolving Reserve Account until the

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amount on deposit therein equals the Revolving Reserve Required Amount, and/

or (4) during the Reinvestment Period, if each Collateral Quality Test and

Coverage Test is satisfied and no Event of Default or Default has occurred (and

has not been waived), to the Borrower or its designee;

(C)

after the Reinvestment Period, to pay the Advances of each Lender

(including the Swingline Lender) (pro rata, based on each Lender’s Percentage)

until the Advances are paid in full;

(D)

to the payment of amounts referred to in clauses (H), (I) and (J) of

clause (i) above (in the same order of priority specified therein), to the extent not

paid in full thereunder; provided, that if the amount on deposit in the Revolving

Reserve Account equals or exceeds the amount of the outstanding Advances, the

Borrower (or the Collateral Manager on its behalf) may elect to withdraw such

amounts from the Revolving Reserve Account and repay the Advances in full;

and

(E) any remaining amounts shall, at the discretion of the Borrower, (i)

be released to the Borrower or its designee or (ii) remain in the Principal

Collection Account.

(iii)

On each Payment Date following the occurrence and continuance of an

Event of Default, all Interest Proceeds in the Interest Collection Account and all Principal

Proceeds in the Principal Collection Account, except for any Principal Proceeds that will

be used to settle binding commitments entered into prior to the related Determination

Date for the purchase of Collateral Loans, in each case, to the extent received on or

before the related Determination Date (or, if such Determination Date is not a Business

Day, the next succeeding Business Day) will be transferred to the Payment Account to be

applied in the following order of priority:

(A)

Borrower;

to pay registration, registered office and filing fees, if any, of the

(B)

(1) first, to pay all out-of-pocket costs and expenses of the

Collateral Agent incurred in connection with any sale of Collateral or exercise of

other remedial rights pursuant to Section 7.03 (including the appointment of a

Successor Collateral Manager) and all amounts owed pursuant to Erroneous

Payment Subrogation Rights; (2) second, to pay Administrative Expenses as

provided in Section 9.01(a)(i)(B) and without regard to the Administrative

Expense Cap and (3) third, to the Administrative Agent to pay all fees and

expenses of the Administrative Agent under the Facility Documents and all

amounts owed pursuant to Erroneous Payment Subrogation Rights;

(C)

(1) first, to the Collateral Manager to pay the Senior Collateral

Management Fee, plus any Senior Collateral Management Fee that remains due

and unpaid in respect of any prior Payment Dates as a result of insufficient funds

and (2) second, to pay Collateral Manager Expenses in accordance with the

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priorities specified in the definition thereof, provided that the amounts in this

clause (2) shall not exceed the Collateral Manager Expense Cap;

(D) to each Lender (including the Swingline Lender), pro rata, based

on amounts owed, to pay accrued and unpaid Interest on the Advances and

Commitment Fees due to each such Lender and amounts payable to each such

Lender under Section 2.10;

(E) to pay the principal of the Advances, first, of the Swingline

Lender, and second, of each other Lender (pro rata, based on each Lender’s

Percentage) until paid in full;

(F)

to pay, on a pro rata basis, accrued and unpaid amounts owing to

Affected Persons (if any) under Sections 2.09 and 16.04, all other fees, expenses

or indemnities owed to the Secured Parties or Indemnified Parties;

(G) (1) first, to the Collateral Manager to pay the accrued and unpaid

Subordinated Collateral Management Fees that remain due and unpaid and any

Subordinated Collateral Management Fees that remain due and unpaid in respect

of any prior Payment Dates and (2) second, to the payment of amounts referred to

in clause (C)(2) above to the extent not paid in full pursuant to such clause; and

(H)

designee.

any remaining amount shall be released to the Borrower or its

(b)

If on any Payment Date the amount available in the Payment Account is

insufficient to make the full amount of the disbursements required by the Monthly Report, the

Collateral Agent shall make the disbursements called for in the order and according to the

priority set forth under Section 9.01(a) to the extent funds are available therefor.

(c)

The Collateral Manager may, in its sole discretion, elect to irrevocably waive

payment of any or all of any Collateral Management Fees otherwise due on any Payment Date by

notice to the Borrower and the Collateral Agent (with a copy to the Collateral Administrator) no

later than one (1) Business Day prior to such Payment Date. Any such Collateral Management

Fee, once waived, shall not thereafter become due and payable and any claim of the Collateral

Manager therein shall be extinguished.

ARTICLE X

SALE OF COLLATERAL LOANS; PURCHASE OF

ADDITIONAL COLLATERAL LOANS

Section 10.01.Sales of Collateral Loans. (a) Discretionary Sales of Collateral Loans.

Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral Manager on

behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell (and

the Collateral Agent shall sell in the manner directed by the Collateral Manager) any Collateral

Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base

Calculation Statement delivered with respect thereto in accordance with Section 5.03(e)(iii)) and

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after giving effect to such sale and all other sales or purchases previously or simultaneously

committed to:

(i) no Default or Event of Default is continuing or would result upon giving

effect thereto (unless, if a Default exists at the time of sale (but no Event of Default

exists), such Default will be cured upon giving effect to such sale and all other sales or

purchases previously or simultaneously committed to and the application of the proceeds

thereof);

(ii)

upon giving effect thereto and the application of the proceeds thereof, the

Maximum Advance Rate Test is satisfied;

(iii)

upon giving effect thereto and the application of the proceeds thereof (or,

with respect to the Interest Coverage Ratio Test, as of the most recent Monthly Reporting

Date), the Interest Coverage Ratio Test is satisfied and each Collateral Quality Test is

satisfied or, if such Collateral Quality Test is not satisfied, either the compliance with any

such test is maintained or improved or the Administrative Agent has consented to such

sale in its sole discretion;

(iv)

such sale is made for Cash and such proceeds are deposited into the

Collection Account; and

(v)

in the reasonable judgment of the Collateral Manager, there is no material

adverse selection of such Collateral Loans (as evidenced by a pro forma compliance,

maintenance or improvement of the Borrowing Base); provided that the restriction in this

clause (v) shall not apply to sales of Defaulted Collateral Loans or Ineligible Collateral

Loans.

Notwithstanding anything above that would otherwise prohibit the sale of a Collateral

Loan after the occurrence or during the continuance of a Default or an Event of Default, if the

Borrower entered into an agreement to sell any such Collateral Loan prior to the occurrence of

such Default or an Event of Default, but such sale did not settle prior to the occurrence of such

Default or an Event of Default, then the Borrower shall be permitted to consummate such sale

notwithstanding the occurrence of such Default or an Event of Default, provided that such sale

was not entered into in contemplation of the occurrence of such Default or Event of Default and

such settlement occurs within the customary settlement period for similar trades.

(b)

Sales of Equity Securities. The Borrower may sell any Equity Security at any time

without restriction, and shall use its commercially reasonable efforts to effect the sale of any

Equity Security, regardless of price within forty-five days of receipt if such Equity Security

constitutes Margin Stock, unless such sale is prohibited by Applicable Law or contract, in which

case such Equity Security should be sold as soon as such sale is permitted by Applicable Law or

contract.

(c)

Repurchase or Substitution of Ineligible Collateral Loans.

Notwithstanding

Section 10.01(a), if on any day a Collateral Loan is required to be repurchased (or a replacement

Collateral Loan is to be substituted for such ineligible Collateral Loan pursuant to Section 6.1 of

the Purchase and Contribution Agreement), the Borrower shall either make a deposit of the funds

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received by the Borrower from the Parent pursuant to the Purchase and Contribution Agreement

or accept the replacement Collateral Loan from the Parent in substitution for such ineligible

Collateral Loan in accordance with Section 10.03. Upon confirmation of the deposit of the

amount described above into the Collection Account or the delivery to the Borrower of the

replacement Collateral Loan, such ineligible Collateral Loan shall be removed from the

Collateral and the Collateral Agent, for the benefit of the Secured Parties, shall automatically and

without further action be deemed to release to the Borrower, without recourse, representation or

warranty, all the right, title and interest and any Lien of the Collateral Agent, for the benefit of

the Secured Parties in, to and under such ineligible Collateral Loan.

Section 10.02. Purchase of Additional Collateral Loans. On any date during the

Reinvestment Period, if no Event of Default has occurred and is continuing, the Collateral

Manager on behalf of the Borrower may, if each of the conditions specified in this Section 10.02

and Section 10.04 are met, invest Principal Proceeds (and accrued interest received with respect

to any Collateral Loan to the extent used to pay for accrued interest on additional Collateral

Loans) in additional Collateral Loans, provided, that no Collateral Loan may be purchased unless

each of the following conditions are satisfied as of the date the Collateral Manager commits on

behalf of the Borrower to make such purchase and after giving effect to such purchase and all

other sales or purchases previously or simultaneously committed to:

(i)

such obligation is an Eligible Collateral Loan;

(ii)

each Collateral Quality Test is satisfied (or, if not satisfied immediately

prior to such investment, compliance with such Collateral Quality Test is maintained or

improved); and

(iii)

each Coverage Test is satisfied (or, in the case of the Interest Coverage

Ratio Test, was satisfied as of the most recent Monthly Reporting Date).

Section 10.03. Substitution and Transfer of Loans. (a) Substitutions. The Borrower

may (including in connection with any retransfer of a Collateral Loan to the Parent under the

Purchase and Contribution Agreement) replace any Collateral Loan with another Collateral Loan

(a “Substitute Loan”), subject to the satisfaction of the conditions set forth in clause (b) below

and in Section 10.04; provided that, at any time after the Reinvestment Period, such substitution

will require the consent of the Administrative Agent in its sole discretion.

(b) Conditions to Substitution. No substitution of a Collateral Loan with a Substitute

Loan shall occur unless each of the following conditions is satisfied as of the date of such

substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf of

the Borrower)):

(i)

substitution;

each Substitute Loan is an Eligible Collateral Loan on the date of

(ii)

after giving effect to any such substitution, each Coverage Test and each

Collateral Quality Test is satisfied (or, if such Collateral Quality Test is not satisfied

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immediately prior to such investment, compliance with such Collateral Quality Test is

maintained or improved);

(iii) the sum of the Principal Balances of such Substitute Loans shall be equal

to or greater than the sum of the Principal Balances of the Collateral Loans being

substituted for;

(iv)

no Default or Event of Default has occurred and is continuing (before or

after giving effect to such substitution unless, in the case of such a Default, such Default

will be cured upon giving effect to such sale and the application of the proceeds thereof);

(v)

the Collateral Manager acting on behalf of the Borrower shall notify the

Administrative Agent of any amount to be deposited into the Collection Account in

connection with any such substitution and shall deliver to the Document Custodian the

Related Documents for any Substitute Loan in accordance with Article XIII;

(vi)

upon confirmation of the delivery of a Substitute Loan for each applicable

Collateral Loan being substituted for (the date of such confirmation or delivery, the

“Retransfer Date”), each applicable Collateral Loan being substituted for shall be

removed from the Collateral and the applicable Substitute Loan(s) shall be included in

the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the

benefit of the Secured Parties, shall automatically and without further action be deemed

to release and transfer to the Borrower, without recourse, representation or warranty, all

the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties,

in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the

benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such

documents and instruments of transfer as may be prepared by the Collateral Manager, on

behalf of the Borrower, and take other such actions as shall reasonably be requested by

the Borrower to effect the release and transfer of such Collateral Loan pursuant to this

Section 10.03; and

(vii)

the Borrower shall deliver to the Administrative Agent on the date of such

substitution a certificate of a Responsible Officer certifying that each of the foregoing is

true and correct as of such date.

Section 10.04.ConditionsApplicabletoAllSale,SubstitutionandPurchase

Transactions. .

(a)

Any transaction effected under this Article X (other than sales or substitutions

required by Section 10.01(c)) or in connection with the acquisition of additional Collateral Loans

shall be for fair market value and, if effected with a Person that is an Affiliate of the Collateral

Manager (or with an account or portfolio for which the Collateral Manager or any of its

Affiliates serves as investment adviser), shall be (i) on terms no less favorable to the Borrower

than would be the case if such Person were not such an Affiliate or as otherwise expressly

permitted in this Agreement, (ii) effected in accordance with all Applicable Laws, (iii) during the

12-month period most recently ended prior to the relevant date of determination (or such lesser

number of months as shall have elapsed since the Closing Date), and after giving pro forma

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effect to such transaction, the value of Collateral Loans substituted or sold by the Borrower to

Affiliates of the Collateral Manager may not exceed 25% of the highest Aggregate Principal

Balance of Collateral Loans of the Borrower during such 12-month period (or such higher

percentage as agreed to by the Administrative Agent); provided that of such 25% limitation, the

Borrower may only substitute Parent Collateral Loans or sell Parent Collateral Loans to the

Parent (excluding Collateral Loan repurchased or substituted pursuant to Section 6.1 of the

Purchase and Contribution Agreement) if the aggregate of such sales and substitutions does not

exceed 20% of Parent Collateral Loan Balance and (iv) during the 12-month period most

recently ended prior to the relevant date of determination (or such lesser number of months as

shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction,

the value of Defaulted Collateral Loans or distressed Collateral Loans (excluding Collateral Loan

repurchased or substituted pursuant to Section 6.1 of the Purchase and Contribution Agreement)

substituted or sold by the Borrower to Affiliates of the Collateral Manager may not exceed 10%

of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such

12-month period; provided that of such 10% limitation, the Borrower may only substitute Parent

Collateral Loans or sell Parent Collateral Loans to the Parent (excluding Collateral Loan

repurchased or substituted pursuant to Section 6.1 of the Purchase and Contribution Agreement)

if the aggregate of such sales and substitutions does not exceed 10% of Parent Collateral Loan

Balance.

(b)

Upon each acquisition by the Borrower of a Collateral Loan (i) all of the

Borrower’s right, title and interest to such Collateral Loan shall be subject to the Lien granted to

the Collateral Agent pursuant to this Agreement and (ii) such Collateral Loan shall be Delivered

to the Collateral Agent.

Section 10.05. Additional Equity Contributions. The Parent may, but shall have no

obligation to, at any time or from time to time make a capital contribution to the Borrower for

any purpose, including for the purpose of curing any Default, satisfying any Coverage Test or the

Maximum Advance Rate Default Test, enabling the acquisition or sale of any Collateral Loan or

satisfying any conditions under Section 3.02. Each contribution shall either be made (i) in Cash

(in which event such contributions shall be made by deposit into the Collection Account), (ii) by

assignment and contribution of an Eligible Investment and/or (iii) by assignment of a Collateral

Loan that is an Eligible Collateral Loan. In connection with any contribution described in this

Section 10.05 (other than a contribution of a portion of the purchase price of a Collateral Loan

acquired in accordance with the Purchase and Contribution Agreement), the Collateral Manager

shall provide written instruction to the Administrative Agent identifying (a) the subclause under

which such contribution is being made (the “Contribution Notice”) and (b)(x) in the case of

contributions made in Cash, (A) the timing of such contribution and (B) the amount of such

contribution and (y) in the case of contributions made by assignment and contribution of an

Eligible Investment and/or by assignment of a Collateral Loan that is an Eligible Collateral Loan,

(A) the name of such Eligible Investment and/or Collateral Loan and (B) attaching the

accompanying assignment forms. All Cash contributed to the Borrower shall be treated as

Principal Proceeds, except to the extent that the Collateral Manager specifies in the Contribution

Notice that such Cash shall constitute Interest Proceeds and shall be deposited into the

Collection Account in accordance with Section 8.02 as designated by the Collateral Manager.

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ARTICLE XI

ADMINISTRATION AND SERVICING OF CONTRACTS

Section 11.01. Designation of the Collateral Manager. (a) Initial Collateral Manager.

The servicing, administering and collection of the Collateral shall be conducted in accordance

with this Section 11.01 by the Person designated as the Collateral Manager hereunder. Main

Street is hereby appointed as, and hereby accepts such appointment and (until the Administrative

Agent gives Main Street a Collateral Manager Termination Notice) agrees to perform the duties

and responsibilities, of Collateral Manager pursuant to the terms hereof. The Collateral Manager

and the Borrower hereby acknowledge that each of the Secured Parties are third party

beneficiaries of the obligations taken by the Collateral Manager hereunder.

(b)

Subcontracts. The Collateral Manager may, with the prior written consent of the

Administrative Agent, subcontract with any other Person for back office, servicing and

administrative functions or collecting the Collateral; provided that (i) the Collateral Manager

shall select any such Person with reasonable care and shall be solely responsible for the fees and

expenses payable to such Person, (ii) the Collateral Manager shall not be relieved of, and shall

remain liable for, the performance of the duties and obligations of the Collateral Manager

pursuant to the terms hereof without regard to any subcontracting arrangement, and (iii) any such

subcontract shall be terminable upon the occurrence of a Collateral Manager Termination Event

and shall be subject to the provisions hereof.

Section 11.02.Duties of the Collateral Manager. .

(a)

The Collateral Manager shall take or cause to be taken all such actions as may be

necessary or advisable to service, administer and collect on the Collateral from time to time, all

in accordance with Applicable Law and the Collateral Management Standard. Without limiting

the foregoing, the duties of the Collateral Manager shall include the following:

(i)

the sole and exclusive authority to make any and all decisions with respect

to the Collateral and take or refrain from taking any and all actions with respect to the

Collateral, supervising the Collateral, including communicating with Obligors, executing

amendments, providing consents and waivers, exercising voting rights, enforcing and

collecting on

Borrower;

the Collateral and otherwise managing the Collateral on behalf of the

(ii)

preparing and submitting claims to Obligors on each Collateral Loan;

(iii)

maintaining all necessary servicing records with respect to the Collateral

and providing such reports to the Administrative Agent and each Lender (with copies to

the Collateral Agent, the Custodian and the Collateral Administrator) in respect of the

servicing of the Collateral (including information relating to its performance under this

Agreement) as may be required hereunder or as the Administrative Agent or any Lender

may reasonably request;

(iv)

maintaining and implementing administrative and operating procedures

(including an ability to recreate servicing records evidencing the Collateral in the event of

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the destruction of the originals thereof) and keeping and maintaining all documents,

books, records and other information reasonably necessary or advisable for the collection

of the Collateral;

(v)

promptly delivering to the Administrative Agent, each Lender, the

Collateral Administrator, the Custodian or the Collateral Agent, from time to time, such

information and servicing records (including information relating to its performance

under this Agreement) as the Administrative Agent, each Lender, the Collateral

Administrator, the Custodian or the Collateral Agent may from time to time reasonably

request;

(vi)

identifying each Collateral Loan clearly and unambiguously in its

servicing records to reflect that such Collateral Loan is owned by the Borrower and that

the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit

of the Secured Parties) pursuant to this Agreement;

(vii)

notifying the Administrative Agent and each Lender of any material

action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) that is or

is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion

thereof) of which it has actual knowledge or has received notice; or (2) that could

reasonably be expected to have a Material Adverse Effect;

(viii)maintaining the perfected security interest of the Collateral Agent, for the

benefit of the Secured Parties, in the Collateral;

(ix)

with respect to each Collateral Loan included as part of the Collateral,

making copies of the Related Documents available for inspection by the Administrative

Agent, upon reasonable notice, at the offices of the Collateral Manager during normal

business hours;

(x)

directingtheCollateralAgent(withacopytotheCollateral

Administrator) to make payments pursuant to the terms of the Monthly Report in

accordance with the Priority of Payments;

(xi)

directing the acquisition, sale or substitution of Collateral in accordance

with Article X;

(xii)

providing assistance to the Borrower with respect to the purchase and sale

of the Collateral Loans and Eligible Investments;

(xiii) instructing the Obligors and the administrative agents on the Collateral

Loans (or, in the case of a participation interest, the participation seller) to make

payments directly into the Collection Account;

(xiv)

preparing the Monthly Reports and cooperating with the Collateral

Administrator in their duties hereunder in the manner and at the times required

hereunder;

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(xv)

delivering assignments and promissory notes to the Document Custodian;

and

(xvi)

complying with such other duties and responsibilities as required of the

Collateral Manager by this Agreement.

It is acknowledged and agreed that in circumstances in which a Person other than the

Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the

Collateral Manager shall perform its administrative and management duties hereunder only to

the extent a lender under the applicable Related Documents has the right to do so.

(b)

Notwithstanding anything to the contrary contained herein, the exercise by the

Administrative Agent, the Collateral Agent, the Collateral Administrator, each Lender and the

Secured Parties of their rights hereunder or any other Facility Document shall not release the

Collateral Manager (unless replaced by a Successor Collateral Manager) or the Borrower from

any of their duties or responsibilities with respect to the Collateral. The Secured Parties, the

Administrative Agent, each Lender, the Collateral Administrator and the Collateral Agent shall

not have any obligation or liability with respect to any Collateral, nor shall any of them be

obligated to perform any of the obligations of the Collateral Manager hereunder, unless one of

them becomes a Successor Collateral Manager hereunder.

(c)

Any payment by an Obligor in respect of any indebtedness owed by it to the

Borrower shall, except as otherwise specified by such Obligor or otherwise required by contract

or Law and unless otherwise instructed by the Administrative Agent, be applied as a collection of

a payment by such Obligor (starting with the oldest such outstanding payment due, provided

such obligation is not on non-accrual) to the extent of any amounts then due and payable

thereunder before being applied to any other receivable or other obligation of such Obligor.

(d)

The Collateral Manager agrees to supervise and assist in the investment and

reinvestment of the Collateral, and shall perform on behalf of the Borrower the duties that have

been expressly delegated to the Collateral Manager in this Agreement and any other Facility

Document (and the Collateral Manager shall have no obligation to perform any other duties

hereunder or otherwise) and, to the extent necessary or appropriate to perform such duties, the

Collateral Manager shall have the power to execute and deliver all necessary and appropriate

documents and instruments on behalf of the Borrower with respect thereto. The Collateral

Manager shall comply with the terms and conditions hereof and any other Facility Document

expressly applicable to it, in its capacity as the Collateral Manager, or otherwise affecting the

duties and functions that have been delegated to it thereunder and hereunder as the Collateral

Manager and shall perform its obligations hereunder and thereunder in accordance with the

Collateral Management Standard.

Section 11.03.Limited Liability of the Collateral Manager.

(a) The Collateral Manager and any of its Affiliates, employees, shareholders,

members, partners, assigns, representatives or agents (each such individual or entity, a

“Collateral Manager Person”) shall not be liable to the Borrower, any Lender, the

Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian or any

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other Person for any liability, loss (including amounts paid in settlement), damages, judgments,

costs, expenses (including reasonable attorneys’ fees and expenses and accountant’s fees and

expenses), demands, charges or claim (collectively, the “Damages”) incurred by reason of any

act or omission or alleged act or omission performed or omitted by such Collateral Manager

Person, or for any decrease in the value of the Collateral or any other losses suffered by any

party; provided, however, that the Collateral Manager shall be liable for any Damages that arise

(i) by reason of any act or omission constituting bad faith, willful misconduct, or gross

negligence by any Collateral Manager Person in the performance of or reckless disregard of the

Collateral Manager’s duties hereunder or (ii) by any breach of the representations and warranties

of the Collateral Manager expressly set forth in this Agreement (each such breach, a “Collateral

Manager Breach”).

(b) The Collateral Manager may rely in good faith upon, and will incur no Damages

for relying upon, (i) any authoritative source customarily used by firms performing services

similar to those services provided by the Collateral Manager under this Agreement, and (ii) the

advice of nationally recognized counsel, accountants or other advisors as the Collateral Manager

determines reasonably appropriate in connection with the services provided by the Collateral

Manager under this Agreement.

consequential losses or damages of any kind whatsoever (including but not limited to lost

profits) even if the Collateral Manager has been advised of the likelihood of such damages and

regardless of the form of such action.

(d)

Each Collateral Manager Person shall be held harmless and be indemnified by the

Borrower for any Damages suffered by virtue of any acts or omissions or alleged acts or

omissions arising out of the activities of such Collateral Manager Person in the performance of

the obligations of the Collateral Manager under this Agreement or as a result of this Agreement,

or the Borrower’s ownership interest in any portion of the Collateral, except to the extent any

such Damage arises as a result of a Collateral Manager Breach. All amounts payable pursuant to

this Section 11.03 shall be payable in accordance with the Priority of Payments.

Section 11.04.Authorization of the Collateral Manager. .

(a) Each of the Borrower, the Administrative Agent and each Lender hereby

authorizes the Collateral Manager (including any successor thereto) to take any and all

reasonable steps in its name and on its behalf necessary or desirable in the determination of the

Collateral Manager and not inconsistent with the sale of the Collateral Loans by the Parent to the

Borrower under the Purchase and Contribution Agreement and, thereafter, the grant by the

Borrower to the Collateral Agent, on behalf of the Secured Parties, hereunder, to collect all

amounts due under any and all Collateral, including endorsing any of their names on checks and

other instruments representing Collections, executing and delivering any and all instruments of

satisfaction or cancellation, or of partial or full release or discharge, and all other comparable

instruments, with respect to the Collateral and, after the delinquency of any Collateral and to the

extent permitted under and in compliance with Applicable Law, to commence proceedings with

respect to enforcing payment thereof, to the same extent as the Collateral Manager could have

done if it owned such Collateral. The Borrower shall furnish the Collateral Manager (and any

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successors thereto) with any powers of attorney and other documents necessary or appropriate to

enable the Collateral Manager to carry out its collateral management and administrative duties

hereunder, and shall cooperate with the Collateral Manager to the fullest extent in order to carry

out its obligations hereunder. In case any reasonable question arises as to its duties hereunder,

the Collateral Agent and the Collateral Administrator may request instructions from the

Administrative Agent and shall be entitled at all times to refrain from taking any actions unless it

has received instruction from the Administrative Agent. In no event shall the Collateral Manager

be entitled to make any Secured Party a party to any litigation without such Person’s express

prior written consent, or to make the Borrower a party to any litigation (other than any routine

foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Section 11.05.Collection Efforts; Modification of Collateral. .

(a)

The Collateral Manager will use commercially reasonable efforts to collect, or

cause to be collected, all payments called for under the terms and provisions of the Collateral

Loans included in the Collateral as and when the same become due, all in accordance with the

Collateral Management Standard.

(b)

In the performance of its obligations hereunder, the Borrower (or the Collateral

Manager on its behalf) may enter into any amendment or waiver of or supplement to any Related

Document; provided that the prior written consent of the Required Lenders shall be required if an

Event of Default has occurred and is continuing or would result from such amendment, waiver or

supplement. For the avoidance of doubt, any Collateral Loan that, as a result of any amendment

or supplement thereto, ceases to qualify as an Eligible Collateral Loan shall not be included in

the Borrowing Base.

Section 11.06.Collateral Management Compensation.

As compensation for its

servicing and collateral management activities hereunder and reimbursement for its expenses, the

Collateral Manager shall be entitled to be paid the Collateral Management Fees and reimbursed

its expenses as provided in the Priority of Payments (subject to Section 9.01(c)).

Section 11.07. The Collateral Manager Not to Resign. The Collateral Manager shall

not resign from the obligations and duties hereby imposed on it except upon the Collateral

Manager’s determination that (a) the performance of its duties hereunder is or becomes

impermissible under Applicable Law and (b) there is no reasonable action that the Collateral

Manager could take to make the performance of its duties hereunder permissible under

Applicable Law. Any such determination permitting the resignation of the Collateral Manager

shall be evidenced as to clause (a) above by an opinion of counsel to such effect delivered to the

Administrative Agent and each Lender. No such resignation shall become effective until a

Successor Collateral Manager shall have assumed the responsibilities and obligations of the

Collateral Manager in accordance with Section 11.08 below.

Section 11.08.Collateral Manager Termination Notice; Appointment of Successor

Collateral Manager. .

(a)The Borrower, the Collateral Manager, each Lender and the Administrative Agent

hereby agree that, upon the occurrence and during the continuance of a Collateral Manager

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Termination Event, the Administrative Agent may (1) provide at least ten (10) Business Days’

prior written notice to the Collateral Manager of its intent to remove the Collateral Manager, and

(2) following the expiration of such ten (10) Business Day period, provide a Collateral Manager

Termination Notice to the Collateral Manager (with a copy to the Collateral Agent and the

Collateral Administrator) and terminate all of the rights, obligations, power and authority of the

Collateral Manager under this Agreement. On and after the receipt by the Collateral Manager of

a Collateral Manager Termination Notice pursuant to this Section 11.08(a), the Collateral

Manager shall continue to perform all servicing and administrative functions under this

Agreement until the date specified in the Collateral Manager Termination Notice or otherwise

specified by the Administrative Agent in writing or, if no such date is specified in such Collateral

Manager Termination Notice or otherwise specified by the Administrative Agent, until a date

mutually agreed upon by the Collateral Manager and the Administrative Agent and shall be

entitled to receive the Collateral Management Fees therefor accrued until such date. After such

date, the Collateral Manager agrees that it will terminate its activities as Collateral Manager

hereunder in a manner that the Administrative Agent believes will facilitate the transition of the

performance of such activities to the Successor Collateral Manager, and except as provided

herein the Successor Collateral Manager shall assume each and all of the Collateral Manager’s

obligations to service and administer the Collateral, on the terms and subject to the conditions

herein set forth, and the Collateral Manager shall use its reasonable best efforts to assist the

Successor Collateral Manager in assuming such obligations.

(b)

At any time following the delivery of a Collateral Manager Termination Notice

and after the occurrence or declaration of the Commitment Termination Date, the Administrative

Agent may appoint a successor collateral manager (the “Successor Collateral Manager”) with

notice to the Collateral Agent and the Collateral Administrator, which appointment shall take

effect upon the Successor Collateral Manager accepting such appointment by a written

assumption in a form satisfactory to the Administrative Agent in its sole discretion. Upon the

appointment of a Successor Collateral Manager, the initial Collateral Manager shall have no

liability with respect to any action performed by the Successor Collateral Manager on or after the

date that the Successor Collateral Manager assumes the servicing and administrative duties of

the Collateral Manager.

(c)

Upon its appointment, the Successor Collateral Manager shall be the successor in

all respects to the Collateral Manager with respect to collateral management functions under this

Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto

placed on the Collateral Manager by the terms and provisions hereof, and all references in this

Agreement to the Collateral Manager shall be deemed to refer to the Successor Collateral

Manager; provided that the Successor Collateral Manager shall have (i) no liability with respect

to any action performed by the terminated Collateral Manager prior to the date that the Successor

Collateral Manager becomes the successor to the Collateral Manager or any claim of a third party

based on any alleged action or inaction of the terminated Collateral Manager, (ii) no obligation to

perform any advancing or any repurchase or substitution obligations, if any, of the Collateral

Manager unless it elects to do so in its sole discretion, (iii) no obligation to pay any Taxes

required to be paid by the Collateral Manager (provided that the Successor Collateral Manager

shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and

expenses of any other party to the transactions contemplated hereby, and (v) no liability or

obligation with respect to any Collateral Manager indemnification obligations of any prior

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Collateral Manager, including the original Collateral Manager. The indemnification obligations

of the Successor Collateral Manager, upon becoming a Successor Collateral Manager, are

expressly limited to those arising on account of its failure to act in good faith and with

reasonable care under the circumstances. In addition, the Successor Collateral Manager shall

have no liability relating to the representations and warranties of the Collateral Manager

contained in Section 4.02. Any other provision in this Agreement notwithstanding, if a Successor

Collateral Manager is appointed, it shall perform its obligations hereunder in good faith and with

reasonable care, exercising a degree of skill and attention no less than what it exercises to service

similar assets for itself and for others, such standard of care to be the “Collateral Management

Standard” applicable to it.

(d) The Borrower acknowledges that, after delivery of a Collateral Manager

Termination Notice and after the occurrence or declaration of the Commitment Termination

Date, the Administrative Agent or any of its Affiliates may act as the Successor Collateral

Manager, and the Borrower waives any and all claims against the Administrative Agent, each

Lender or any of their respective Affiliates, the Collateral Agent, the Custodian, the Document

Custodian, the Collateral Administrator and any of their Affiliates and the Collateral Manager

(other than claims relating to such Person’s gross negligence or willful misconduct) relating in

any way to the custodial or collateral administration functions having been performed by the

Administrative Agent or any of its Affiliates in any capacity hereunder in accordance with the

terms and provisions (including the standard of care) set forth in the Facility Documents.

ARTICLE XII

THE AGENTS

Section 12.01. Authorization and Action. Each Lender hereby irrevocably appoints and

authorizes the Administrative Agent, the Collateral Administrator and the Collateral Agent to

take such action as agent on its behalf and to exercise such powers under this Agreement and, to

the extent applicable, the other Facility Documents as are delegated to such Agent by the terms

hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the

terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth

herein or in the other Facility Documents to which it is a party, or any fiduciary relationship with

any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or

liabilities on the part of such Agent shall be read into this Agreement or any other Facility

Document to which such Agent is a party (if any) as duties on its part to be performed or

observed. No Agent shall have or be construed to have any other duties or responsibilities in

respect of this Agreement or any other Facility Document and the transactions contemplated

hereby or thereby. As to any matters not expressly provided for by this Agreement or the other

Facility Documents, no Agent shall be required to exercise any discretion or take any action, but

shall be required to act or to refrain from acting (and shall be fully protected in so acting or

refraining from acting) upon the written instructions of the Majority Lenders or, with respect to

the Collateral Agent, the Administrative Agent; provided that such Agent shall not be required to

take any action which exposes such Agent, in its judgment, to personal liability, cost or expense

or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or

would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or

under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents

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provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for

the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it

shall not in its instructions (or, by refusing to provide instruction) to the Administrative Agent

withhold its consent or exercise its discretion in an unreasonable manner.

If the Collateral Agent has been requested or directed by the Majority Lenders or the

Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the

Majority Lenders or the Required Lenders), to take any action pursuant to any provision of this

Agreement or any other Facility Document, the Collateral Agent shall not be under any

obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility

Document in the manner so requested unless it shall have been provided indemnity reasonably

satisfactory to it against the costs, expenses and liabilities which may be incurred by it in

compliance with or in performing such request or direction. No provision of this Agreement or

any other Facility Document shall otherwise be construed to require the Collateral Agent to

expend or risk its own funds or to take any action that could in its judgment cause it to incur any

cost, expenses or liability, unless it is provided indemnity acceptable to it against any such

expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent

shall not have any duty or obligation to take any action to exercise or enforce any power, right or

remedy available to it under this Agreement or any other Facility Document or any Related

Document unless and until directed by the Majority Lenders or the Required Lenders, as

applicable (or the Administrative Agent on their behalf).

Neither the Collateral Agent nor any officer, agent or representative thereof shall be

personally liable for any action taken by any such Person in accordance with any notice given by

the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent

acting at the direction of the Majority Lenders or the Required Lenders), pursuant to the terms of

this Agreement or any other Facility Document even if, at the time such action is taken by any

such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting

to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such

notice, except where the Responsible Officer of the Collateral Agent has actual knowledge

(without any duty of inquiry or investigation on its part) that the Majority Lenders or the

Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the

Required Lenders, as applicable, are not entitled to give such notice. The Collateral Agent shall

be entitled to conclusively rely upon directions provided by the Administrative Agent as if

provided by the requisite Lenders authorized to provide such direction hereunder. If any dispute

or disagreement shall arise as to the allocation of any sum of money received by the Collateral

Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to

deliver such sum to a court of competent jurisdiction and therein commence an action for

interpleader.

If in performing its duties under this Agreement, the Collateral Agent is required to

decide between alternative courses of action, it may request written instructions from the

Administrative Agent as to the course of action desired by it. If the Collateral Agent does not

receive such instructions within five Business Days after it has requested them, the Collateral

Agent may, but shall be under no duty to, take or refrain from taking any such courses of action.

The Collateral Agent shall act in accordance with instructions received after such five-Business

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Day period except to the extent it has already, in good faith, taken or committed itself to take,

action inconsistent with such instructions.

Section 12.02. Delegation of Duties. Each Agent may execute any of its duties under

this Agreement and each other Facility Document by or through agents or attorneys-in-fact and

shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent

shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected

by it with reasonable care.

Section 12.03. Agent’s Reliance, Etc. (a) None of the Agents nor any of their respective

directors, officers, agents or employees shall be liable for any action taken or omitted to be taken

by it or them under or in connection with this Agreement or any of the other Facility Documents,

except for its or their own gross negligence or willful misconduct.

Without limiting the

generality of the foregoing, each Agent: (i) may consult with legal counsel (including counsel for

the Borrower or the Collateral Manager or any of their Affiliates) and independent public

accountants and other experts selected by it and shall not be liable for any action taken or

omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants

or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and

shall not be responsible to any Secured Party or any Person for any statements, warranties or

representations (whether written or oral) made in or in connection with this Agreement or the

other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the

performance or observance of any of the terms, covenants or conditions of this Agreement, the

other Facility Documents or any Related Documents or any notice, consent, certificate,

instruction or waiver, report, statement, opinion, direction or other instrument or writing on the

part of the Borrower or the Collateral Manager or any other Person or to inspect the property

(including the books and records) of the Borrower or the Collateral Manager; (iv) shall not be

responsible to any Secured Party or any other Person for the due execution, legality, validity,

enforceability, perfection, genuineness, sufficiency or value of any Collateral, this Agreement,

the other Facility Documents, any Related Document or any other instrument or document

furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of

the Liens on the Collateral (including monitoring, maintaining or filing of any financing or

continuation statements); (v) shall incur no liability under or in respect of this Agreement or any

other Facility Document by relying on or acting upon (or by refraining from action in reliance

on) any notice, consent, certificate (including for the avoidance of doubt, the Borrowing Base

Calculation Statement), instruction or waiver, report, statement, opinion, direction or other

instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable

to it) believed by it to be genuine and believed by it to be signed or sent by the proper Person;

(vi) other than as expressly set forth herein, shall not be responsible to any Person for any

recitals, statements, information, representations or warranties regarding the Borrower or the

Collateral or in any document, certificate or other writing delivered in connection herewith or

therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection,

collectability, priority or sufficiency of thereof or any such other document or the financial

condition of any Person or be required to make any inquiry concerning either the performance or

observance of any of the terms, provisions or conditions related to any Person or the existence or

possible existence of any Default or Event of Default; and (vii) other than as expressly set forth

herein, shall not have any obligation whatsoever to any Person to assure that any collateral exists

or is owned by any Person or is cared for, protected or insured or that any liens have been

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properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any

particular priority, or to exercise or to continue exercising at all or in any manner or under any

duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available

with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any

other Person for the Borrower’s, the Collateral Manager’s, any Lender’s or any other Person’s, as

the case may be, performance of, or failure to perform, any of their respective obligations and

duties under this Agreement or any other Facility Document.

(b)

No Agent shall be liable for the actions or omissions of any other Agent

(including, without limitation, concerning the application of funds) or other party to a Facility

Document, or under any duty to monitor or investigate compliance on the part of any other Agent

or other party to a Facility Document with the terms or requirements of this Agreement, any

Facility Documents or any Related Documents, or their duties hereunder or thereunder. Each

Agent shall be entitled to assume the due authority of any signatory and genuineness of any

signature appearing on any instrument or document it may receive (including, without limitation,

each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in

good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it

pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by

reason of the lack of direction or instruction required hereby for such action (including, without

limitation, for refusing to exercise discretion or for withholding its consent in the absence of its

receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to

provide, written instruction to exercise such discretion or grant such consent from the Required

Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith

unless it shall be proven by a court of competent jurisdiction that such Agent was grossly

negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or

Related Documents shall obligate any Agent to advance, expend or risk its own funds, or to take

any action which in its reasonable judgment may cause it to incur any expense or financial or

other liability for which it is not adequately indemnified. No Agent shall be liable for any

indirect, special, punitive or consequential damages (including but not limited to lost profits)

whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of

action. No Agent shall be charged with knowledge or notice of any matter (including any

Default or Event of Default) unless actually known to a Responsible Officer of such Agent, or

unless and to the extent written notice of such matter is received by such Agent at its address in

accordance with Section 16.02. Any permissive grant of power to an Agent hereunder shall not

be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are

specifically set forth in this Agreement and no covenants, implied duties or obligations shall be

implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled

to request, receive and rely upon such certificates and opinions as it may reasonably determine

appropriate with respect to the satisfaction of any specified circumstances or conditions

precedent to such action. Neither Agent shall be bound to make any investigation into the facts

or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,

request, consent, entitlement order, approval or other paper or document. Neither Agent shall be

liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith,

or for any mistakes of fact or law, or for anything that it may do or refrain from doing in

connection herewith except in the case of its willful misconduct or grossly negligent

performance or omission of its duties.

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(c)

No Agent shall be responsible or liable for delays or failures in performance

resulting from acts beyond its control. Such acts shall include but not be limited to acts of God,

strikes, lockouts, riots, acts of war, epidemics, diseases, pandemics, quarantines, governmental

regulations imposed after the fact, fire, communication line failures, computer viruses, power

failures, loss or malfunction of utilities, communications or computer (software and hardware)

services, earthquakes or other disasters, national emergency, malware or ransomware attack,

unavailability of the Federal Reserve wire or telex system or other applicable wire or funds

transfer system, or unavailability of any securities clearing system.

(d)

The delivery of reports and other documents and information to the Collateral

Agent hereunder or under any other Facility Document is for informational purposes only and the

Collateral Agent’s receipt of such documents and information shall not constitute constructive

notice of any information contained therein or determinable from information contained therein.

The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility

Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in

performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the

rights, benefits, protections and indemnities that are afforded to it in this Agreement.

(e)

Each Lender acknowledges that except as expressly set forth in this Agreement,

no Agent has made any representation or warranty to it, and that no act by any Agent hereafter

taken, including any consent and acceptance of any assignment or review of the affairs of the

Borrower, shall be deemed to constitute any representation or warranty by such Agent to any

Secured Party as to any matter. Each Lender represents to each Agent that it has, independently

and without reliance upon such Agent and based on such documents and information as it has

deemed appropriate, made its own appraisal of an investigation into the business, prospects,

operations, property, financial and other condition and creditworthiness of the Borrower and the

Collateral Manager, and made its own decision to enter into this Agreement and the other

Facility Documents to which it is a party. Each Lender also represents that it will, independently

and without reliance upon any Agent or any other Secured Party and based on such documents

and information as it shall deem appropriate at the time, continue to make its own credit

decisions in taking or not taking action under this Agreement and the Facility Documents, and to

make such investigations as it deems necessary to inform itself as to the business, prospects,

operations, property, financial and other condition and creditworthiness of the Borrower and the

Collateral Manager. No Agent shall have any duty or responsibility to provide any Secured Party

with any credit or other information concerning the business, prospects, operations, property,

financial or other condition or creditworthiness of the Borrower or Collateral Manager which

may come into the possession of such Agent.

Section 12.04.IndemnificationIndemnification.

Each of the Lenders agrees to

indemnify and hold the Agents, the Document Custodian, the Custodian (including Citibank, as

“Securities Intermediary” under the Account Control Agreement (acting at the direction of the

Collateral Agent (acting at the direction of the Secured Parties, following the delivery of notice

of exclusive control under the Account Control Agreement))), harmless (to the extent not

reimbursed by or on behalf of the Borrower pursuant to Section 16.04 or otherwise) from and

against any and all Liabilities which may be imposed on, incurred by, or asserted against the

Agents in any way relating to or arising out of this Agreement or any other Facility Document or

any Related Document or any action taken or omitted by the Agents under this Agreement or any

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other Facility Document or any Related Document; provided that no Lender shall be liable to any

Agent for any portion of such Liabilities resulting from such Agent’s gross negligence or willful

misconduct; and provided, further, that no Lender shall be liable to the Collateral Agent for any

portion of such Liabilities unless such Liabilities are imposed on, incurred by, or asserted against

the Collateral Agent as a result of any action taken, or not taken, by the Collateral Agent by the

express terms of this Agreement or at the direction of the Administrative Agent or such Lender

or Lenders, as the case may be, in accordance with the terms and conditions set forth in this

Agreement (it being understood and agreed that the Collateral Agent shall be under no obligation

to exercise or to honor any of the rights or powers vested in it by this Agreement at the request or

direction of the Administrative Agent or any of the Lenders (or other Persons authorized or

permitted under the terms hereof to make such request or give such direction) pursuant to this

Agreement or any of the other Facility Document, unless the Administrative Agent or such

Lenders shall have provided to the Collateral Agent security or indemnity reasonably satisfactory

to it against the costs, expenses (including reasonable and documented attorney’s fees and

expenses) and Liabilities which might reasonably be incurred by it in compliance with such

request or direction, whether such indemnity is provided under this Section 12.04 or otherwise).

The rights of the Agents and obligations of the Lenders under or pursuant to this Section 12.04

shall survive the termination of this Agreement, and the earlier removal or resignation of any

Agent hereunder.

Section 12.05. Successor AgentsSuccessor Agents. Subject to the terms of this Section

12.05, each Agent may, upon thirty days’ notice to the Lenders and the Borrower, resign as

Administrative Agent or Collateral Agent, as applicable, upon (a) thirty days’ notice to the

Borrower, the Collateral Manager, the Administrative Agent and each Lender, unless such notice

period is waived by the Borrower and the Administrative Agent or (b) a determination by such

Agent that (i) the performance of its duties hereunder is or becomes impermissible under

Applicable Law and (ii) there is no reasonable action that the Collateral Agent could take to

make the performance of its duties hereunder permissible under Applicable Law. If an Agent

shall resign then the Required Lenders shall appoint a successor agent. If for any reason a

successor agent is not so appointed and does not accept such appointment within thirty days of

notice of resignation such Agent may appoint a successor agent. The appointment of any

successor Agent shall be subject to the prior written consent of the Borrower (which consent

shall not be unreasonably withheld or delayed); provided that the consent of the Borrower to any

such appointment shall not be required if (i) a Default or Event of Default shall have occurred

and is continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any

Lender. Any resignation of an Agent shall be effective upon (a) the appointment of a successor

agent pursuant to this Section 12.05 and (b) the successor agent has agreed in writing to the

Borrower and the Collateral Manager to assume all of the Collateral Agent’s duties and

obligations pursuant to this Agreement and shall have executed and delivered an agreement in

form and content reasonably satisfactory to the Administrative Agent, the Borrower, and the

Collateral Manager. After the effectiveness of any retiring Agent’s resignation hereunder as

Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under

the other Facility Documents and the provisions of this Article XII shall continue in effect for its

benefit with respect to any actions taken or omitted to be taken by it while it was Agent under

this Agreement and under the other Facility Documents. Any Person (i) into which the

Collateral Agent may be merged or consolidated, (ii) that may result from any merger or

consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the

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corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the

successor to the Collateral Agent under this Agreement without further act of any of the parties

to this Agreement. If no successor Collateral Agent or Collateral Administrator, as applicable,

shall have been appointed and an instrument of acceptance by a successor Collateral Agent or

Collateral Administrator, as applicable, shall not have been delivered to the Collateral Agent or

the Collateral Administrator, as applicable, within sixty days after giving of notice of resignation

by the Collateral Agent or the Collateral Administrator, as applicable, the resigning Collateral

Agent or Collateral Administrator, as applicable, may petition any court of competent

jurisdiction for the appointment of a successor Collateral Agent or Collateral Administrator, as

applicable.

Section 12.06.CompensationCompensation.

The Borrower agrees to pay, and the

Collateral Agent shall be entitled to receive, compensation for the Collateral Agent’s

performance of the duties called for herein as provided in the Collateral Agent and Collateral

Administrator Fee Letter. The Borrower agrees to pay or reimburse to the Collateral Agent upon

its request from time to time all reasonable and documented out-of-pocket costs, disbursements,

advances, and expenses (including reasonable fees and expenses of legal counsel) incurred in

connection with the preparation or execution of this Agreement, or in connection with the

transactions contemplated hereby or the administration of this Agreement or performance by the

Collateral Agent of its duties and services under this Agreement (including costs and expenses of

any action deemed necessary by the Collateral Agent to collect any amounts owing to it under

this Agreement). All payments hereunder, including, but not limited to indemnities, shall be paid

in accordance with the Priority of Payments.

Section 12.07.Erroneous Payments.

(a)

If the Administrative Agent or the Collateral Agent notifies a Lender or Secured

Party, or any Person who has received funds on behalf of a Lender or Secured Party (any such

Lender, Secured Party or other recipient, a “Payment Recipient”), that the Administrative Agent

or the Collateral Agent has determined in its sole discretion (whether or not after receipt of any

notice under immediately succeeding clause (b)) that any funds received by such Payment

Recipient from the Administrative Agent, the Collateral Agent, on behalf of the Administrative

Agent, or any of their Affiliates were erroneously transmitted to, or otherwise erroneously or

mistakenly received by, such Payment Recipient (whether or not known to such Lender, Secured

Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment,

prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and

collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a

portion thereof), such Erroneous Payment shall at all times remain the property of the

Administrative Agent or the Collateral Agent, on behalf of the Administrative Agent, and shall

be segregated by the Payment Recipient and held in trust for the benefit of the Administrative

Agent or the Collateral Agent, on behalf of the Administrative Agent, and such Lender or

Secured Party shall (or, with respect to any Payment Recipient who received such funds on its

behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business

Days thereafter, return to the Administrative Agent or the Collateral Agent the amount of any

such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day

funds (in the currency so received), together with interest thereon in respect of each day from and

including the date such Erroneous Payment (or portion thereof) was received by such Payment

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Recipient to the date such amount is repaid to the Administrative Agent or the Collateral Agent

in same day funds at the greater of the Federal Funds Rate and a rate determined by the

Administrative Agent in accordance with banking industry rules on interbank compensation from

time to time in effect. A notice of the Administrative Agent or the Collateral Agent to any

Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)

Without limiting immediately preceding clause (a), each Lender or Secured Party,

or any Person who has received funds on behalf of a Lender or Secured Party, hereby further

agrees that if it receives a payment, prepayment or repayment (whether received as a payment,

prepayment or repayment of principal, interest, fees, distribution or otherwise) from the

Administrative Agent or the Collateral Agent (or any of its Affiliates) (x) that is in a different

amount than, or on a different date from, that specified in a notice of payment, prepayment or

repayment sent by the Administrative Agent or the Collateral Agent (or any of its Affiliates) with

respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by

a notice of payment, prepayment or repayment sent by the Administrative Agent or the Collateral

Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient,

otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in

part) in each case:

(i)

(A) in the case of immediately preceding clauses (x) or (y), an error shall

be presumed to have been made (absent written confirmation from the

Administrative Agent or the Collateral Agent to the contrary) or (B) an error has

been made (in the case of immediately preceding clause (z)), in each case, with

respect to such payment, prepayment or repayment; and

(ii)

such Lender or Secured Party shall (and shall cause any other recipient

that receives funds on its respective behalf to) promptly (and, in all events, within

one Business Day of its knowledge of such error) notify the Administrative Agent

or the Collateral Agent of its receipt of such payment, prepayment or repayment,

the details thereof (in reasonable detail) and that it is so notifying the

Administrative Agent or the Collateral Agent pursuant to this Section 12.07(b).

(c)

Each Lender or Secured Party hereby authorizes the Administrative Agent and the

Collateral Agent to set off, net and apply any and all amounts at any time owing to such Lender

or Secured Party under any Facility Document, or otherwise payable or distributable by the

Administrative Agent or the Collateral Agent to such Lender or Secured Party from any source,

against any amount due to the Administrative Agent or the Collateral Agent under immediately

preceding clause (a) or under the indemnification provisions of this Agreement.

(d)

In the event that an Erroneous Payment (or portion thereof) is not recovered by

the Administrative Agent or the Collateral Agent for any reason, after demand therefor by the

Administrative Agent or the Collateral Agent in accordance with immediately preceding clause

(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from

any Payment Recipient who received such Erroneous Payment (or portion thereof) on its

respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon

the Administrative Agent’s or the Collateral Agent’s notice to such Lender at any time, (i) such

Lender shall be deemed to have assigned its Advances (but not its Commitments) to the

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Administrative Agent with respect to which such Erroneous Payment was made (the “Erroneous

Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or

such lesser amount as the Administrative Agent may specify) (such assignment of the Advances

(but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment

Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to

be waived by the Administrative Agent in such instance), and is hereby (together with the

Borrower) deemed to execute and deliver an Assignment and Acceptance (or, to the extent

applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to

an electronic transmission system as to which the Administrative Agent and such parties are

participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender

shall deliver any promissory notes evidencing such Advances to the Borrower or the

Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to

acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the

Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to

such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a

Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding,

for the avoidance of doubt, its obligations under the indemnification provisions of this

Agreement and its applicable Commitments which shall survive as to such assigning Lender, and

(iv) the Administrative Agent may reflect in the Register its ownership interest in the Advances

subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its

discretion, sell any Advances acquired pursuant to an Erroneous Payment Deficiency

Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return

Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of

such Advance (or portion thereof), and the Administrative Agent shall retain all other rights,

remedies and claims against such Lender (and/or against any recipient that receives funds on its

respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment

will reduce the Commitments of any Lender and such Commitments shall remain available in

accordance with the terms of this Agreement. In addition, each party hereto agrees that, except

to the extent that the Administrative Agent has sold an Advance (or portion thereof) acquired

pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the

Administrative Agent may be equitably subrogated, the Administrative Agent shall be

contractually subrogated to all the rights and interests of the applicable Lender or Secured Party

under the Facility Documents with respect to each Erroneous Payment Return Deficiency (the

“Erroneous Payment Subrogation Rights”).

(e)

The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay,

discharge or otherwise satisfy any Obligations owed by the Borrower except, in each case, to the

extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous

Payment that is, comprised of funds received by the Collateral Agent or the Administrative

Agent from the Borrower for the purpose of making such Erroneous Payment (including from

amounts disbursed from the Collection Account).

(f)

To the extent permitted by applicable law, no Payment Recipient shall assert any

right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim,

counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or

counterclaim by the Administrative Agent and the Collateral Agent for the return of any

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Erroneous Payment received, including without limitation waiver of any defense based on

“discharge for value” or any similar doctrine.

(g)

Each party’s obligations, agreements and waivers under this Section 12.07 shall

survive the resignation or replacement of the Administrative Agent or the Collateral Agent, any

transfer of rights or obligations by, or the replacement of, a Lender, the termination of the

Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion

thereof) under any Facility Document.

Section 12.08.Instructions to Collateral Agent

(a)

The Collateral Agent shall be entitled to refrain from taking any action unless it

has been instructed in writing by the Borrower (or the Collateral Manager on the Borrower’s

behalf), the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems

necessary. In the absence of gross negligence or willful misconduct by the Collateral Agent, the

Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant

to such written instructions of the Borrower, the Collateral Manager, the Required Lenders or the

Administrative Agent, as applicable.

(b)

Whenever the Collateral Agent is entitled or required to receive or obtain any

communications or information pursuant to or as contemplated by this Agreement, it shall be

entitled to receive the same in writing, in form, content and medium reasonably acceptable to it

and otherwise in accordance with any applicable term of this Agreement; and whenever any

report or other information is required to be produced or distributed by the Collateral Agent it

shall be in form, content and medium reasonably acceptable to it and the Borrower, and

otherwise in accordance with any applicable term of this Agreement.

(c)

In case any reasonable question arises as to its duties hereunder, the Collateral

Agent may, so long as no Event of Default has occurred and is continuing, request instructions

from the Collateral Manager and may, at any time, request instructions from the Administrative

Agent, and shall be entitled at all times to refrain from taking any action unless it has received

instructions from the Collateral Manager or the Administrative Agent, as applicable. The

Collateral Agent shall, in the absence of gross negligence or willful misconduct by the Collateral

Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the

instruction of the Administrative Agent.

Section 12.09.The Collateral Agent.

(a)

It is expressly acknowledged and agreed that the Collateral Agent is not

guaranteeing the performance of or assuming any liability for the obligations of the other parties

hereto or any portion of the Collateral.

(b)

The Collateral Agent shall not be responsible for the preparation or filing of any

UCC financing statements or continuation statements or the correctness of any financing

statements filed in connection with this Agreement or the validity or perfection of any lien or

security interest created pursuant to this Agreement.

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(c)

The Collateral Agent shall not be liable for interest on any money received by it

except as the Collateral Agent may agree in writing with the Borrower. In no event shall the

Collateral Agent be liable for the selection of any investments or any losses in connection

therewith (except in its capacity as obligor thereunder, if applicable), or for any failure of the

relevant party to provide investment instruction to the Collateral Agent in connection with the

investment of funds in or from any account set forth herein.

(d)

The Collateral Agent shall have no liability for any failure, inability or

unwillingness on the part of the Collateral Manager, the Borrower, the Collateral Administrator

or the Administrative Agent to provide accurate and complete information on a timely basis to

the Collateral Agent, or otherwise on the part of any such party to comply with the terms of this

Agreement, and shall have no liability for any inaccuracy or error in the performance or

observance on the Collateral Agent’s part of any of its duties hereunder that is caused by or

results from any such inaccurate, incomplete or untimely information received by it, or other

failure on the part of any such other party to comply with the terms hereof.

(e)

The Collateral Agent shall have no duty to determine or inquire into the

happening or occurrence of any event or contingency, and it is agreed that its duties hereunder

are purely ministerial in nature.

(f)

Should any controversy arise between the undersigned with respect to the

Collateral held by the Collateral Agent, the Collateral Agent shall follow the instructions of the

Administrative Agent on behalf of the Secured Parties.

(g)

The powers conferred on the Collateral Agent hereunder are solely to protect its

interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty on it to

exercise any such powers. Except for performing the obligations expressly imposed on the

Collateral Agent hereunder, the Collateral Agent shall have no duty as to any Collateral or

responsibility for ascertaining or taking action with respect to calls, conversions, exchanges,

maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent

has or is deemed to have knowledge of such matters or taking any steps to preserve rights against

prior parties or other rights pertaining to any Collateral.

(h)

In order to comply with the laws, rules, regulations and executive orders in effect

from time to time applicable to banking institutions, including those relating to the funding of

terrorist activities and money laundering, the Collateral Agent may be required to obtain, verify

and record certain information relating to individuals and entities which maintain a business

relationship with the Collateral Agent. Accordingly, each of the parties hereto agrees to provide

to the Collateral Agent upon its request from time to time such identifying information and

documentation as may be available to such party in order to enable the Collateral Agent to

comply with such requirements.

(i) If Citibank or the Collateral Agent is also acting in another capacity, including as

Custodian or Securities Intermediary, the rights, protections, immunities and indemnities

afforded to Citibank or the Collateral Agent pursuant to this Article XII shall also be afforded to

Citibank or the Collateral Agent acting in such capacities; provided that such rights, protections,

benefits, immunities and indemnities shall be in addition to, and not in limitation of, any rights,

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protections, benefits, immunities and indemnities provided in the Custodian Agreement, Account

Control Agreement or any other Facility Documents to which Citibank or the Collateral Agent in

such capacity is a party.

(j) The Collateral Agent shall not have any obligation to determine if a Collateral Loan

meets the criteria specified in the definition of Eligible Collateral Loan or if the requirements set

forth in the definition of “Deliver” have been satisfied.

(k)

The Collateral Administrator shall be entitled to the same rights, protections and

indemnities as set forth with respect to the Collateral Agent in this Article XII.

(l)

Notwithstanding the foregoing, whenever reference is made in any Facility

Document to any action by, consent, designation, specification, requirement or approval of, notice,

request or other communication from, or other direction given or action to be undertaken or to be

(or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion,

acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or

remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases

the Collateral Agent shall be acting, giving, withholding, suffering, omitting, making or otherwise

undertaking and exercising the same (or shall not be undertaking and exercising the same) solely as

directed in writing by the Administrative Agent acting at the instruction of the Required Lenders

(or such other Lenders or percentage thereof as shall be expressly required hereunder). The

Collateral Agent may at any time request instructions from the Administrative Agent with

respect to any actions or approvals which, by the terms of this Agreement or any of the Facility

Documents, the Collateral Agent is permitted or required to take or to grant, and the Collateral

Agent shall be absolutely entitled to refrain from taking any such action or to withhold any such

approval and shall not be under any liability whatsoever solely as a result thereof until it shall

have received such instructions from the Administrative Agent acting at the direction of such

Lenders. The Collateral Agent shall not have any liability for any failure or delay in taking any

actions contemplated above as a result of a failure or delay on the part of the requisite Lenders

(or the Administrative Agent on their behalf) to provide such instruction.

(m)

With respect to any notices, reports, requests for waiver, consent requests or any

other requests relating to corporate actions affecting any Equity Securities (together, the “Bond

Corporate Actions”), the delivery of such shall be made solely via Citibank's corporate action

notification system or such other reasonable notification method as implemented by the

Collateral Agent with notification to the Collateral Manager. In order to receive such Bond

Corporate Actions, the Collateral Manager may be required to register for an account with

Citibank's corporate action notification system. Neither the Collateral Agent nor the Collateral

Administrator shall have no obligation or liability with respect to any Bond Corporate Actions.

Section 12.10 Termination of Collateral Agent. The Collateral Agent may be

removed, with or without cause, by the Administrative Agent, with the consent of the Borrower

(if such removal is without cause) so long as no Event of Default has occurred and is continuing,

byatleast30days’noticegiveninwritingtotheCollateralAgent.

THE DOCUMENT CUSTODIAN

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Section 13.01.Designation of Document Custodian.

(a)

Initial Document Custodian. The role of Document Custodian with respect to the

Collateral Loans shall be conducted by the Person designated as Document Custodian hereunder

from time to time in accordance with this Section 13.01. Until the Administrative Agent shall

give to Citibank a Document Custodian Termination Notice, Citibank is hereby appointed as,

and hereby accepts such appointment and agrees to perform the duties and obligations of,

Document Custodian pursuant to the terms hereof.

(b)

Successor Document Custodian. Upon the Document Custodian’s receipt of a

Document Custodian Termination Notice from the Administrative Agent of the designation of a

successor Document Custodian pursuant to the provisions of Section 13.05, the Document

Custodian agrees that it will terminate its activities as Document Custodian hereunder. Upon the

resignation of the Document Custodian, the Administrative Agent shall appoint a successor

Document Custodian and if it does not do so within thirty days of the Document Custodian’s

resignation, the Document Custodian may petition a court of competent jurisdiction for the

appointment of a successor.

Section 13.02.Duties of Document Custodian.

(a)

Appointment.

Each of the Borrower and the Administrative Agent hereby

designate and appoint the Document Custodian to act as its agent and hereby authorizes the

Document Custodian to take such actions on its behalf and to exercise such powers and perform

such duties as are expressly granted to the Document Custodian by this Agreement. The

Document Custodian hereby accepts such agency appointment to act as Document Custodian

pursuant to the terms of this Agreement, until its resignation or removal as Document Custodian

pursuant to the terms hereof. The Document Custodian shall have no duties hereunder except for

those expressly contemplated by this Agreement to be performed by the Document Custodian.

By entering into, or performing its duties under, this Agreement, the Document Custodian shall

not be deemed to assume any obligations or liabilities of the Borrower or the Collateral Manager

under this Agreement, and nothing herein contained shall be deemed to release, terminate,

discharge, limit, reduce, diminish, modify, amend or otherwise alter in any respect the duties,

obligations or liabilities of the Borrower or the Collateral Manager under or pursuant to this

Agreement or any other Facility Document.

(b)

Duties. On the Closing Date, and until its removal pursuant to Section 13.05,

each of the Document Custodian and the Collateral Administrator, as applicable, shall perform,

on behalf of the Administrative Agent and the other Secured Parties, the following duties and

obligations:

(i)

The Document Custodian shall take and retain custody of, with respect to

the Related Documents, any original promissory notes or original assignment agreements,

and the Collateral Administrator shall take and retain custody of electronic copies of the

Related Documents (including any copies of promissory notes or assignment agreements)

and the Loan Checklist, in each case, delivered by the Borrower pursuant to Section 7.05

in accordance with the terms and conditions of this Agreement, in each case, for the

benefit of the Secured Parties and subject to the Lien thereon in favor of the Collateral

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Agent, for the benefit of the Secured Parties. For the avoidance of doubt, any items in the

Related Documents or other items of Collateral that are delivered in electronic

form shall be delivered solely to the Collateral Administrator. Within five Business

Days of its receipt of the Related Documents (including, in the case of promissory notes

and assignment agreements, electronic copies of such items) and an electronic copy of the

Loan Checklist, the Collateral Administrator shall review the Related Documents

delivered to it to confirm that, on their face, each item listed on the Loan Checklist

required to be delivered to the Collateral Administrator pursuant to this Agreement has

been delivered to the Collateral Administrator (the “Review Criteria”).In order to

facilitate the foregoing review by the Collateral Administrator, in connection with each

delivery of Related Documents hereunder to the Collateral Administrator, the Collateral

Manager shall provide to the Collateral Administrator an electronic file (in EXCEL or a

comparable format acceptable to the Collateral Administrator) of the related Loan

Checklist that contains a list of all Related Documents. Notwithstanding anything herein

to the contrary, the Collateral Administrator’s obligation to review the Related

Documents shall be limited to reviewing such Related Documents based on the

information provided on the Loan Checklist and the Collateral Administrator shall be

under no duty or obligation to inspect, review or examine any such documents,

instruments or certificates to independently determine that they are genuine, enforceable,

duly authorized or appropriate for the represented purpose, any assignment or

endorsement is in proper form, or any document is other than what it purports to be on its

face. If, at the conclusion of such review, the Collateral Administrator shall determine

that any Review Criteria is not satisfied, the Collateral Administrator shall within one

Business Day notify the Collateral Manager and the Administrative Agent (which may be

via email) of such determination and provide the Administrative Agent, the Collateral

Manager and the Borrower with a list of the non-complying Collateral Loans and the

applicable Review Criteria that they fail to satisfy. The Collateral Manager shall have ten

Business Days to correct any non-compliance with any Review Criteria. In addition, if

requested in writing in the form of Exhibit E by the Collateral Manager and approved by

the Administrative Agent within ten Business Days of the Collateral Administrator’s

notification to the Collateral Manager and the Administrative Agent of its review of the

Review Criteria, the Collateral Administrator shall return the Related Documents for any

Collateral Loan which fails to satisfy a Review Criteria to the Borrower. Other than the

foregoing, the Document Custodian and the Collateral Administrator shall not have any

responsibility for reviewing any Related Documents.

(ii)

In taking and retaining custody of the Related Documents, each of the

Document Custodian and the Collateral Administrator shall be deemed to be acting as the

agent of the Secured Parties; provided that neither the Document Custodian nor the

Collateral Administrator makes any representations as to the existence, perfection or

priority of any Lien on the Related Documents or the instruments therein; and provided,

further, that each of the Document Custodian’s and the Collateral Administrator’s duties

as agent shall be limited to those expressly contemplated herein and no implied

obligations or responsibilities shall be read into this Agreement against or on the part of

the DocumentCustodian or the Collateral Administrator, as applicable.

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(iii)

All original promissory notes and assignment agreements actually

delivered to the Document Custodian shall be kept at 399 Park Avenue, Level “C” -

Securities Vault, New York, NY 10022, Attention: Mr. Keith Whyte, MSCC Funding I,

LLC, telephone: (212) 559-1207, or at such other office as shall be specified to the

Administrative Agent and the Collateral Manager by the Document Custodian. All such

documents delivered to the Document Custodian must be sent by trackable courier

service (e.g. UPS or Federal Express). All original promissory notes and assignment

agreements shall be placed together with an appropriate identifying label and maintained

in such a manner so as to permit retrieval and access. The Document Custodian shall

segregate the original promissory notes and assignment agreements on its inventory

system and will not commingle the physical promissory notes and assignment agreements

with any other files of the Document Custodian.

(iv)

[Reserved].

(v)

[Reserved].

(vi)

Each of the Document Custodian and the Collateral Administrator may

assume the genuineness of any Related Document it may receive and the genuineness and

due authority of any signatures appearing thereon, and shall be entitled to assume that

each such Related Document it may receive is what it purports to be. If an original

“security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the

UCC, respectively, is or shall be or become available with respect to any Collateral Loan

to be held by the Document Custodian under this Agreement, it shall be the sole

responsibility of the Borrower to make or cause delivery thereof to the Document

Custodian, and the Document Custodian shall not be under any obligation at any time to

determine whether any such original security or instrument has been or is required to be

issued or made available in respect of any Collateral Loan or to compel or cause delivery

thereof to the Document Custodian.

(vii)

With respect to each Related Document which has been or will be

Delivered to the Document Custodian or the Collateral Administrator, as applicable, the

Document Custodian is acting exclusively as the custodian of the Secured Parties, and

has no instructions to hold any Related Document for the benefit of any Person other than

the Secured Parties and undertakes to perform such duties and only such duties as are

specifically set forth in this Agreement. In so taking and retaining custody of any Related

Documents, the Collateral Administrator shall be deemed to be acting for the purpose of

perfecting the Collateral Agent’s security interest therein under the UCC. Except upon

compliance with the provisions of Section 13.04, no Related Document shall be released

from the possession of the Document Custodian or the Collateral Administrator.

(viii) Each of the Document Custodian and the Collateral Administrator shall

accept only written instructions of a Responsible Officer of the Borrower or the

Collateral Manager concerning the use, handling and disposition of any Related

Documents Delivered to it.

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(ix)

With respect to the Related Documents, (i) any original promissory notes

or original assignment agreements shall be delivered to the Document Custodian and (ii)

all other documents shall be delivered to the Collateral Administrator solely in electronic

form, in each case for safekeeping pursuant to the terms of this Agreement. Except as

explicitly set forth in this Agreement, neither the Document Custodian nor the Collateral

Administrator shall have any obligation to review the Related Documents delivered to it.

Notwithstanding any language to the contrary herein, except as expressly set forth herein,

neither the Document Custodian nor the Collateral Administrator shall make no

representations as to, and neither shall not be responsible to verify, (i) the validity,

legality, ownership, title, perfection, priority, enforceability, due authorization,

recordability, sufficiency for any purpose, or genuineness of any of the Related

Documents, (ii) whether the text of any assignment or endorsement is in proper or

recordable form, (iii) whether any document has been recorded in accordance with the

requirements of any applicable jurisdiction, to independently determine that any

document has actually been filed or recorded in the appropriate office (iv) that any

document is other than what it purports to be on its face or (v) the collectibility,

insurability, effectiveness or suitability of any such Collateral Obligation.

(x)

Each of the Document Custodian and the Collateral Administrator agree

that, with respect to any Related Document at any time or times in its possession or held

in its name, the Document Custodian or the Collateral Administrator, as applicable, shall

be the agent and custodian of the Collateral Agent, for the benefit of the Secured Parties,

for purposes of perfecting (to the extent not otherwise perfected) the Collateral Agent’s

security interest in the Collateral and for the purpose of ensuring that such security

interest is entitled to first priority status under the UCC.

(xi)

If, in performing its duties under this Agreement, the Document Custodian

is required to decide between alternative courses of action, the Document Custodian may

request written instructions from the Borrower or the Collateral Manager as to the course

of action desired by it. If the Document Custodian does not receive such instructions

within five Business Days after it has requested them, the Document Custodian may, but

shall be under no duty to, take or refrain from taking any such courses of action. The

Document Custodian shall act in accordance with instructions received after such

five-Business Day period except to the extent it has already taken, or committed itself to

take, action inconsistent with such instructions. The Document Custodian shall be

entitled to rely on the advice of legal counsel and independent accountants in performing

its duties hereunder and shall be deemed to have acted in good faith if it acts in

accordance with such advice.

Section 13.03. Merger or Consolidation. Any Person (i) into which the Document

Custodian may be merged or consolidated, (ii) that may result from any merger or consolidation

to which the Document Custodian shall be a party, or (iii) that may succeed to the properties and

assets of the Document Custodian substantially as a whole, which Person in any of the foregoing

cases shall be the successor to the Document Custodian under this Agreement without further act

of any of the parties to this Agreement.

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Section 13.04.Document Custodian Compensation. As compensation for its Document

Custodian activities hereunder, the Document Custodian shall be entitled to fees pursuant to the

Collateral Agent and Collateral Administrator Fee Letter.

The Document Custodian’s

entitlement to receive the fees under the Collateral Agent and Collateral Administrator Fee Letter

shall cease on the earlier to occur of: (i) its removal as Document Custodian pursuant to Section

13.05 or (ii) the termination of this Agreement. Upon termination of this Agreement or earlier

resignation or removal of the Document Custodian, the Borrower shall pay to the Document

Custodian such compensation, and shall likewise reimburse the Document Custodian for its

costs, expenses and disbursements, as may be due as of the date of such termination, resignation

or removal, as the case may be. All indemnifications in favor of the Document Custodian under

this Agreement shall survive the termination of this Agreement, or any resignation or removal of

the Document Custodian. The Borrower agrees to pay or reimburse to the Document Custodian

upon its request from time to time all costs, disbursements, advances, and expenses (including

reasonable fees and expenses of legal counsel) incurred, in connection with the preparation or

execution of this Agreement, or in connection with the transactions contemplated hereby or

performance by the Document Custodian of its duties and services under this Agreement

(including costs and expenses of any action deemed necessary by the Document Custodian to

collect any amounts owing to it under this Agreement) in accordance with the Priority of

Payments.

Section 13.05.Document Custodian Removal.

The Document Custodian may be

removed, with or without cause, by the Administrative Agent, with the consent of the Borrower

(if such removal is without cause) so long as no Event of Default has occurred and is continuing,

by at least 30 days’ notice given in writing to the Document Custodian (the “Document

Custodian Termination Notice”); provided that notwithstanding its receipt of a Document

Custodian Termination Notice, the Document Custodian shall continue to act in such capacity

(and shall continue to be entitled to receive fees) until a successor Document Custodian has been

appointed, has agreed to act as Document Custodian hereunder, and has received all Related

Documents held by the previous Document Custodian. If a successor Document Custodian is not

appointed within thirty days of the Document Custodian’s receipt of notice of removal, the

Document Custodian may petition a court of competent jurisdiction for the appointment of a

successor and shall be indemnified pursuant to Section 13.06(p) for the reasonable costs and

expenses thereof.

Section 13.06.Limitation on Liability.

(a) The Document Custodian may conclusively rely on and shall be fully protected in

acting upon any certificate, instrument, opinion, notice, letter, telegram or other document

delivered to it and that in good faith it reasonably believes to be genuine and that has been signed

by the proper Person. The Document Custodian may rely conclusively on and shall be fully

protected in acting upon the written instructions of any Responsible Officer of the

Administrative Agent.

(b)

The Document Custodian may consult counsel satisfactory to it and the advice or

opinion of such counsel shall be full and complete authorization and protection in respect of any

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action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice

or opinion of such counsel.

(c)

The Document Custodian shall not be liable for any error of judgment, or for any

act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for

anything that it may do or refrain from doing in connection herewith except, notwithstanding

anything to the contrary contained herein, in the case of its willful misconduct or grossly

negligent performance or omission of its duties and in the case of its grossly negligent

performance of its duties in taking and retaining custody of the Related Documents.

(d) The Document Custodian makes no warranty or representation and shall have no

responsibility to any Secured Party or any Person for any statements, warranties or

representations (whether written or oral) made in or in connection with this Agreement or the

other Facility Documents, and will not be required to and will not make any representations as to

the validity or value of any of the Collateral. The Document Custodian shall not be obligated to

take any legal action hereunder that might in its judgment involve any expense or liability unless

it has been furnished with an indemnity reasonably satisfactory to it.

(e)

The Document Custodian shall have no duties or responsibilities except such

duties and responsibilities as are specifically set forth in this Agreement and no covenants or

obligations shall be implied in this Agreement against the Document Custodian.

(f)

The Document Custodian shall not be required to expend or risk its own funds in

the performance of its duties hereunder or take any action that could in its judgment cause it to

incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any

such expenditure, risk, costs, expense or liability.

(g) It is expressly agreed and acknowledged that the Document Custodian is not

guaranteeing performance of or assuming any liability for the obligations of the other parties

hereto or any parties to the Collateral.

(h)

Without prejudice to the generality of the foregoing, the Document Custodian

shall be without liability to the Borrower, Collateral Manager, the Administrative Agent or any

other Person for any damage or loss resulting from or caused by events or circumstances beyond

the Document Custodian’s reasonable control, including, but not limited to, nationalization,

expropriation, currency restrictions, the interruption, disruption or suspension of the normal

procedures and practices of any securities market, power, mechanical, communications or other

technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or

other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution,

acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or

acts; errors by the Borrower, the Collateral Manager, Collateral Administrator or the

Administrative Agent (including any Responsible Officer of any thereof) in its instructions to the

Document Custodian; or changes in Applicable Law.

(i)

In the event that (i) the Borrower, Collateral Agent, the Collateral Administrator,

the Collateral Manager, the Administrative Agent, Lenders or Document Custodian shall be

served by a third party with any type of levy, attachment, writ or court order with respect to any

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Collateral Loan or Related Documents or (ii) a third party shall institute any court proceeding by

which any Collateral Loan or Related Document shall be required to be delivered otherwise than

in accordance with the provisions of this Agreement, the Person receiving such service shall

promptly deliver or cause to be delivered to the other parties to this Agreement copies of all

court papers, orders, documents and other materials concerning such proceedings.

The

Document Custodian or the Collateral Administrator, as applicable, shall, to the extent permitted

by Law, continue to hold and maintain all the Related Documents that are the subject of such

proceedings pending a final, non-appealable order of a court of competent jurisdiction permitting

or directing disposition thereof.

Upon final determination of such court, the Document

Custodian or the Collateral Administrator, as applicable, shall dispose of such Related

Documents as directed by the Administrative Agent in writing, which shall give a direction

consistent with such determination. Expenses of the Document Custodian and the Collateral

Administrator incurred as a result of such proceedings shall be borne by the Borrower.

(j)

In addition to, and without limiting, the rights, protections, indemnities and

immunities afforded to the Document Custodian herein, the Document Custodian shall have the

same rights, protections, indemnities and immunities as are offered the Collateral Agent under

this Agreement.

(k)

In no event shall the Document Custodian be liable for special, indirect, punitive

or consequential losses or damages of any kind whatsoever (including but not limited to lost

profits) even if the Document Custodian has been advised of the likelihood of such damages and

regardless of the form of such action.

(l)

Notwithstanding any provision to the contrary elsewhere in the Facility

Documents, neither the Document Custodian nor the Collateral Administrator shall have any

fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no

implied covenants, functions, obligations or responsibilities shall be read into this Agreement,

the other Facility Documents or otherwise exist against the Document Custodian or the

Collateral Administrator. Without limiting the generality of the foregoing, it is hereby expressly

agreed and stipulated by the other parties hereto that neither the Document Custodian nor the

Collateral Administrator shall be required to exercise any discretion hereunder and shall have no

investment or management responsibility.

(m)

In case any reasonable question arises as to its duties hereunder, the Document

Custodian may, except during the continuance of an Event of Default or after the Final Maturity

Date, request instructions from the Collateral Manager and may, during the continuance of an

Event of Default or after the Final Maturity Date, request instructions from the Administrative

Agent, and shall be entitled at all times to refrain from taking any action unless it has received

instructions from the Collateral Manager or the Administrative Agent, as applicable. The

Document Custodian shall in all events have no liability, risk or cost for any action taken

pursuant to and in compliance with the instruction of the Administrative Agent, the Collateral

Manager or the Borrower.

(n)

The Document Custodian shall have no responsibility and shall have no liability

for (i) preparing, recording, filing, re-recording or re-filing any financing statement, continuation

statement, document, instrument or other notice in any public office at any time or times, (ii) the

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correctness of any such financing statement, continuation statement, document or instrument or

other such notice, (iii) taking any action to perfect or maintain the perfection of any security

interest granted to it hereunder or otherwise or (iv) the validity or perfection of any such lien or

security interest.

(o)

to receive a

The parties acknowledge and agree that the Document Custodian is not expecting

significant number of original Related Documents. In the event the Document

Custodian receives an amount in excess of its expectation, as determined in its sole discretion,

the Document Custodian may either appoint a sub-agent custodian, or require the Borrower to

enter into a document custody agreement directly with a separate custodian, in respect of such

original Related Documents.

(p)

The Borrower shall, and hereby agrees to, reimburse, indemnify and hold

harmless the Document Custodian and its affiliates, directors, officers, shareholders, agents and

employees for and from any and all Liabilities in respect of, or arising from any acts or omissions

performed or omitted by the Document Custodian, its affiliates, directors, officers, shareholders,

agents or employees pursuant to or in connection with the terms of this Agreement, or in the

performance or observance of its duties or obligations under this Agreement; provided the same

are in good faith and without willful misfeasance, fraud and/or gross negligence on the part of

the Document Custodian or without reckless disregard of its duties hereunder. The obligations

of the Borrower under this Section 13.06(p) shall survive the termination of this Agreement and

any earlier resignation or removal of the Document Custodian.

Section 13.07. Resignation of the Document Custodian. The Document Custodian shall

not resign from the obligations and duties hereby imposed on it except upon (a) at least 90 days'

written notice to the Borrower, the Collateral Manager, the Administrative Agent and each

Lender, or (b) the Document Custodian’s determination that (i) the performance of its duties

hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable

action that the Document Custodian could take to make the performance of its duties hereunder

permissible under Applicable Law. No such resignation shall become effective until a successor

Document Custodian shall have assumed the responsibilities and obligations of the Document

Custodian hereunder subject to Section 13.01(b).

Section 13.08.Release of Related Documents.

(a)

Release for Servicing. From time to time and as appropriate for the enforcement

or servicing of any of the Collateral, the Document Custodian and the Collateral Administrator

are hereby authorized (unless and until such authorization is revoked by the Administrative

Agent) to, and shall, upon written receipt from the Collateral Manager of a request for release of

documents and receipt in the form annexed hereto as Exhibit E, release to the Collateral Manager

within two Business Days of receipt of such request, the applicable Related Documents delivered

to it or the documents set forth in such request and receipt to the Collateral Manager. All

documents so released to the Collateral Manager shall be held by the Collateral Manager in trust

for the benefit of the Administrative Agent in accordance with the terms of this Agreement. The

Collateral Manager shall return to the Document Custodian or the Collateral Administrator, as

applicable, the Related Documents held by such party or other such documents (i) promptly upon

the request of the Administrative Agent, or (ii) when the Collateral Manager’s need therefor in

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connection with such enforcement or servicing no longer exists, unless the Collateral Loan shall

be liquidated or sold, in which case, upon receipt of an additional request for release of

documents and receipt certifying such liquidation or sale from the Collateral Manager to the

Document Custodian and the Collateral Administrator, as applicable, in the form annexed hereto

as Exhibit E, the Collateral Manager’s request and receipt submitted pursuant to the first

sentence of this subsection shall be released by the Document Custodian and the Collateral

Administrator, as applicable, to the Collateral Manager.

(b)

Release for Payment. Upon receipt by the Document Custodian or the Collateral

Administrator, as applicable, of the Collateral Manager’s request for release of documents and

receipt in the form annexed hereto as Exhibit E (which certification shall include a statement to

the effect that all amounts received in connection with such payment or repurchase have been

credited to the Collection Account as provided in this Agreement), the Document Custodian or

the Collateral Administrator, as applicable, shall promptly release the applicable Related

Documents to the Collateral Manager.

Section 13.09. Return of Related Documents. The Borrower may, with the prior written

consent of the Administrative Agent (such consent not to be unreasonably withheld), require that

the Document Custodian or the Collateral Administrator, as applicable, return each Related

Document (as applicable) held by it, respectively (a) delivered to the Document Custodian or the

Collateral Administrator, as applicable, in error, (b) as to which the Lien on the underlying assets

securing such related Collateral Loan has been so released pursuant to Section 7.02, (c) that has

been the subject of a discretionary sale or any sale of loan pursuant to Section 10.01 or

substitution pursuant to Section 10.03 or (d) that is required to be redelivered to the Borrower in

connection with the termination of this Agreement, in each case by submitting to the Document

Custodian or the Collateral Administrator, as applicable, and the Administrative Agent a written

request in the form annexed hereto as Exhibit E (signed by both the Borrower and the

Administrative Agent) specifying the Collateral to be so returned and reciting that the conditions

to such release have been met (and specifying the Section or Sections of this Agreement being

relied upon for such release). The Document Custodian or the Collateral Administrator, as

applicable, shall upon its receipt of each such request for return executed by the Borrower and

the Administrative Agent promptly, but in any event within two Business Days, return the

Related Documents so requested to the Borrower.

Section 13.10.Access to Certain Documentation and Information

Collateral; Audits.

Regarding the

(a)The Collateral Manager, the Collateral Administrator and

Custodian, as applicable, shall provide to the Administrative Agent access

the Document

to the Related

Documents and all other documentation regarding the Collateral in the possession of or under the

control of the Document Custodian or the Collateral Administrator, as applicable, including in

such cases where the Administrative Agent is required in connection with the enforcement of the

rights or interests of the Secured Parties, or by Applicable Law, to review such documentation,

such access being afforded without charge (but, with respect to the Document Custodian and the

Collateral Administrator, at the expense of the Borrower) but only (i) upon two Business Days’

prior written request, (ii) during normal business hours and (iii) subject to the Collateral

Manager’s, the Collateral Administrator’s and Document Custodian’s normal security and

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confidentiality procedures; provided that the Administrative Agent may, and shall upon request

of any Lender, permit each Lender to be included on any such review, and shall use reasonably

commercial efforts to schedule any review on a day when Lenders desiring to participate in such

review may be included. From time to time at the discretion of the Administrative Agent, the

Administrative Agent may review the Collateral Manager’s collection and administration of the

Collateral in order to assess compliance by the Collateral Manager with Article XI and may

conduct an audit of the Collateral, and Related Documents in conjunction with such a review.

Such review shall be reasonable in scope and shall be completed in a reasonable period of time.

(b) Without limiting the foregoing provisions of Section 13.10(a), from time to time on

request of the Administrative Agent and upon reasonable prior written notice to the Document

Custodian or the Collateral Administrator, as applicable, each of the Document Custodian and

the Collateral Administrator shall permit certified public accountants or other independent

auditors acceptable to the Administrative Agent during normal business hours to conduct a

review of the Related Documents held by such party and all other documentation regarding the

Collateral in the possession of or under the control of the Document Custodian or the Collateral

Administrator, as applicable. Up to two such reviews per fiscal year shall be at the expense of

the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting

Lender(s); provided that, after the occurrence and during the continuance of an Event of Default,

any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Section 13.11.Representations and Warranties of the Document Custodian.

Document Custodian represents and warrants as follows:

The

(a)

Organization; Power and Authority. It is a duly organized and validly existing

national banking association in good standing under the Laws of the United States. It has full

corporate power, authority and legal right to execute, deliver and perform its obligations as

Document Custodian under this Agreement.

(b)

Due Authorization.

The execution and delivery of this Agreement and the

consummation of the transactions provided for herein have been duly authorized by all necessary

association action on its part, either in its individual capacity or as Document Custodian, as the

case may be.

(c)

No Conflict. The execution and delivery of this Agreement, the performance of

the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict

with, result in any breach of its articles of incorporation or bylaws.

(d)

No Violation. The execution and delivery of this Agreement, the performance of

the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict

with or violate, in any material respect, any Applicable Law as to the Document Custodian.

(e) All Consents Required. All approvals, authorizations, consents, orders or other

actions of any Governmental Authority applicable to the Document Custodian, required in

connection with the execution and delivery of this Agreement, the performance by the Document

Custodian of the transactions contemplated hereby and the fulfillment by the Document

Custodian of the terms hereof have been obtained.

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(f)

Validity. The Agreement constitutes the legal, valid and binding obligation of the

Document Custodian, enforceable against the Document Custodian in accordance with its terms,

except as such enforceability may be limited by applicable Bankruptcy Code and general

principles of equity (whether considered in a suit at law or in equity).

ARTICLE XIV

THE CUSTODIAN

Section 14.01.Designation of Custodian.

(a)

Initial Custodian. The role of Custodian with respect to the Collateral Loans shall

be conducted by the Person designated as Custodian hereunder from time to time in accordance

with this Section 14.01. Until the Administrative Agent shall give to Citibank a Custodian

Termination Notice, Citibank is hereby appointed as, and hereby accepts such appointment and

agrees to perform the duties and obligations of, Custodian pursuant to the terms hereof.

(b)

Successor Custodian. Upon the Custodian’s receipt of a Custodian Termination

Notice from the Administrative Agent of the designation of a successor Custodian pursuant to

the provisions of Section 14.05, the Custodian agrees that it will terminate its activities as

Custodian hereunder. Upon the resignation of the Custodian, the Administrative Agent shall

appoint a successor Custodian and if it does not do so within thirty days of the Custodian’s

resignation, the Custodian may petition a court of competent jurisdiction for the appointment of a

successor.

Section 14.02.Duties of Custodian.

(a)

Appointment.

Each of the Borrower and the Administrative Agent hereby

designate and appoint the Custodian to act as its agent and hereby authorizes the Custodian to

take such actions on its behalf and to exercise such powers and perform such duties as are

expressly granted to the Custodian by this Agreement. The Custodian hereby accepts such

agency appointment to act as Custodian pursuant to the terms of this Agreement, until its

resignation or removal as Custodian pursuant to the terms hereof. The Custodian shall have no

duties hereunder except for those expressly contemplated by this Agreement to be performed by

the Custodian. By entering into, or performing its duties under, this Agreement, the Custodian

shall not be deemed to assume any obligations or liabilities of the Borrower or the Collateral

Manager under this Agreement, and nothing herein contained shall be deemed to release,

terminate, discharge, limit, reduce, diminish, modify, amend or otherwise alter in any respect the

duties, obligations or liabilities of the Borrower or the Collateral Manager under or pursuant to

this Agreement or any other Facility Document.

Section 14.03. Merger or Consolidation. Any Person (i) into which the Custodian may

be merged or consolidated, (ii) that may result from any merger or consolidation to which the

Custodian shall be a party, or (iii) that may succeed to the properties and assets of the Custodian

substantially as a whole, which Person in any of the foregoing cases shall be the successor to the

Custodian under this Agreement without further act of any of the parties to this Agreement.

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Section 14.04. Custodian CompensationCustodian Compensation. As compensation

for its Custodian activities hereunder, the Custodian shall be entitled to fees pursuant to the

Collateral Agent and Collateral Administrator Fee Letter. The Custodian’s entitlement to receive

the fees under the Collateral Agent and Collateral Administrator Fee Letter shall cease on the

earlier to occur of: (i) its removal as Custodian pursuant to Section 14.05 or (ii) the termination

of this Agreement. Upon termination of this Agreement or earlier resignation or removal of the

Custodian, the Borrower shall pay to the Custodian such compensation, and shall likewise

reimburse the Custodian for its costs, expenses and disbursements, as may be due as of the date

of such termination, resignation or removal, as the case may be. All indemnifications in favor of

the Custodian under this Agreement shall survive the termination of this Agreement, or any

resignation or removal of the Custodian. The Borrower agrees to pay or reimburse to the

Custodian upon its request from time to time all costs, disbursements, advances, and expenses

(including reasonable fees and expenses of legal counsel) incurred, in connection with the

preparation or execution of this Agreement, or in connection with the transactions contemplated

hereby or performance by the Custodian of its duties and services under this Agreement

(including costs and expenses of any action deemed necessary by the Custodian to collect any

amounts owing to it under this Agreement) in accordance with the Priority of Payments.

Section 14.05.Custodian RemovalCustodian Removal.

The Custodian may be

removed, with or without cause, by the Administrative Agent, with the consent of the Borrower

(if such removal is without cause) so long as no Event of Default has occurred and is continuing,

by at least 30 days’ notice given in writing to the Custodian (the “Custodian Termination

Notice”); provided that notwithstanding its receipt of a Custodian Termination Notice, the

Custodian shall continue to act in such capacity (and shall continue to be entitled to receive fees)

until a successor Custodian has been appointed, has agreed to act as Custodian hereunder, and

has received all Related Documents held by the previous Custodian. If a successor Custodian is

not appointed within thirty days of the Custodian’s receipt of notice of removal, the Custodian

may petition a court of competent jurisdiction for the appointment of a successor and shall be

indemnified pursuant to Section 14.06(o) for the reasonable costs and expenses thereof.

Section 14.06.Limitation on Liability.

(a)

The Custodian may conclusively rely on and shall be fully protected in acting

upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to

it and that in good faith it reasonably believes to be genuine and that has been signed by the

proper Person. The Custodian may rely conclusively on and shall be fully protected in acting

upon the written instructions of any designated officer of the Administrative Agent.

(b) The Custodian may consult counsel satisfactory to it and the advice or opinion of

such counsel shall be full and complete authorization and protection in respect of any action

taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or

opinion of such counsel.

(c)

The Custodian shall not be liable for any error of judgment, or for any act done or

step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it

may do or refrain from doing in connection herewith except, notwithstanding anything to the

contrary contained herein, in the case of its willful misconduct or grossly negligent performance

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or omission of its duties and in the case of its grossly negligent performance of its duties in

taking and retaining custody of the Related Documents.

(d) The Custodian makes no warranty or representation and shall have no

responsibility to any Secured Party or any Person for any statements, warranties or

representations (whether written or oral) made in or in connection with this Agreement or the

other Facility Documents, and will not be required to and will not make any representations as to

the validity or value of any of the Collateral. The Custodian shall not be obligated to take any

legal action hereunder that might in its judgment involve any expense or liability unless it has

been furnished with an indemnity reasonably satisfactory to it.

(e)

The Custodian shall have no duties or responsibilities except such duties and

responsibilities as are specifically set forth in this Agreement and no covenants or obligations

shall be implied in this Agreement against the Custodian.

(f)

The Custodian shall not be required to expend or risk its own funds in the

performance of its duties hereunder or take any action that could in its judgment cause it to incur

any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such

expenditure, risk, costs, expense or liability.

(g)

It is expressly agreed and acknowledged that the Custodian is not guaranteeing

performance of or assuming any liability for the obligations of the other parties hereto or any

parties to the Collateral.

(h)

Without prejudice to the generality of the foregoing, the Custodian shall be

without liability to the Borrower, Collateral Manager, the Administrative Agent or any other

Person for any damage or loss resulting from or caused by events or circumstances beyond the

Custodian’s reasonable control, including nationalization, expropriation, currency restrictions,

the interruption, disruption or suspension of the normal procedures and practices of any

securities market, power, mechanical, communications or other technological failures or

interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters,

civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work

stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by the

Borrower, the Collateral Manager, Collateral Administrator or the Administrative Agent

(including any Responsible Officer of any thereof) in its instructions to the Custodian; or

changes in Applicable Law.

(i) In the event that (i) the Borrower, Collateral Agent, the Collateral Administrator,

the Collateral Manager, the Administrative Agent, Lenders or Custodian shall be served by a

third party with any type of levy, attachment, writ or court order with respect to any Collateral

Loan or Related Documents or (ii) a third party shall institute any court proceeding by which any

Collateral Loan or Related Document shall be required to be delivered otherwise than in

accordance with the provisions of this Agreement, the Person receiving such service shall

promptly deliver or cause to be delivered to the other parties to this Agreement copies of all

court papers, orders, documents and other materials concerning such proceedings.

The

Custodian shall, to the extent permitted by Law, continue to hold and maintain all the Related

Documents that are the subject of such proceedings pending a final, non-appealable order of a

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court of competent jurisdiction permitting or directing disposition thereof.

Upon final

determination of such court, the Custodian shall dispose of such Related Documents as directed

by Administrative Agent in writing, which shall give a direction consistent with such

determination. Expenses of the Custodian incurred as a result of such proceedings shall be borne

by the Borrower.

(j)

immunities

protections,

Agreement.

In addition to, and without limiting, the rights, protections, indemnities and

afforded to the Custodian herein, the Custodian shall have the same rights,

indemnities and immunities as are offered the Collateral Agent under this

(k)

In no event shall the Custodian be liable for special, exemplary, indirect, punitive

or consequential losses or damages of any kind whatsoever (including but not limited to lost

profits) even if the Custodian has been advised of the likelihood of such damages and regardless

of the form of such action.

(l)

Notwithstanding any provision to the contrary elsewhere in the Facility

Documents, the Custodian shall not have any fiduciary relationship with any party hereto or any

Secured Party in its capacity as such, and no implied covenants, functions, obligations or

responsibilities shall be read into this Agreement, the other Facility Documents or otherwise

exist against the Custodian. Without limiting the generality of the foregoing, it is hereby

expressly agreed and stipulated by the other parties hereto that the Custodian shall not be

required to exercise any discretion hereunder and shall have no investment or management

responsibility.

(m)

In case any reasonable question arises as to its duties hereunder, the Custodian

may, except during the continuance of an Event of Default or after the Final Maturity Date,

request instructions from the Collateral Manager and may, during the continuance of an Event of

Default or after the Final Maturity Date, request instructions from the Administrative Agent, and

shall be entitled at all times to refrain from taking any action unless it has received instructions

from the Collateral Manager or the Administrative Agent, as applicable. The Custodian shall in

all events have no liability, risk or cost for any action taken pursuant to and in compliance with

the instruction of the Administrative Agent, the Collateral Manager or the Borrower.

(n) The Custodian shall have no responsibility and shall have no liability for (i)

preparing, recording, filing, re-recording or re-filing any financing statement, continuation

statement, document, instrument or other notice in any public office at any time or times, (ii) the

correctness of any such financing statement, continuation statement, document or instrument or

other such notice, (iii) taking any action to perfect or maintain the perfection of any security

interest granted to it hereunder or otherwise or (iv) the validity or perfection of any such lien or

security interest.

(o)

The Borrower shall, and hereby agrees to, reimburse, indemnify and hold

harmless the Custodian and its affiliates, directors, officers, shareholders, agents and employees

for and from any and all Liabilities in respect of, or arising from any acts or omissions performed

or omitted by the Custodian, its affiliates, directors, officers, shareholders, agents or employees

pursuant to or in connection with the terms of this Agreement, or in the performance or

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observance of its duties or obligations under this Agreement; provided the same are in good faith

and without willful misfeasance, fraud and/or gross negligence on the part of the Custodian or

without reckless disregard of its duties hereunder. The obligations of the Borrower under this

Section 14.06(0) shall survive the termination of this Agreement and any earlier resignation or

removal of the Custodian.

Section 14.07.Resignation of the CustodianResignation of the Custodian.

The

Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a)

at least 90 days’ written notice to the Borrower, the Collateral Manager, the Administrative

Agent and each Lender, or (b) the Custodian’s determination that (i) the performance of its duties

hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable

action that the Custodian could take to make the performance of its duties hereunder permissible

under Applicable Law. No such resignation shall become effective until a successor Custodian

shall have assumed the responsibilities and obligations of the Custodian hereunder subject to

Section 14.01(b).

Section 14.08.Access to Certain Documentation and Information Regarding the

Collateral; Audits.

(a)

The Collateral Manager and the Custodian shall provide to the Administrative

Agent access to the Related Documents and all other documentation regarding the Collateral in

the possession of or under the control of the Custodian including in such cases where the

Administrative Agent is required in connection with the enforcement of the rights or interests of

the Secured Parties, or by Applicable Law, to review such documentation, such access being

afforded without charge (but, with respect to the Custodian, at the expense of the Borrower) but

only (i) upon two Business Days’ prior written request, (ii) during normal business hours and

(iii) subject to the Collateral Manager’s and Custodian’s normal security and confidentiality

procedures; provided that the Administrative Agent may, and shall upon request of any Lender,

permit each Lender to be included on any such review, and shall use reasonably commercial

efforts to schedule any review on a day when Lenders desiring to participate in such review may

be included. From time to time at the discretion of the Administrative Agent, the Administrative

Agent may review the Collateral Manager’s collection and administration of the Collateral in

order to assess compliance by the Collateral Manager with Article XI and may conduct an audit

of the Collateral, and Related Documents in conjunction with such a review. Such review shall

be reasonable in scope and shall be completed in a reasonable period of time.

(b) Without limiting the foregoing provisions of Section 14.08(a), from time to time

on request of the Administrative Agent and upon reasonable prior written notice to the

Custodian, the Custodian shall permit certified public accountants or other independent auditors

acceptable to the Administrative Agent during normal business hours to conduct a review of the

Related Documents and all other documentation regarding the Collateral in the possession of or

under the control of the Custodian. Up to two such reviews per fiscal year shall be at the

expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the

requesting Lender(s); provided that, after the occurrence and during the continuance of an Event

of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

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Section 14.09.Representations and Warranties of the Custodian.The Custodian

represents and warrants as follows:. The Custodian represents and warrants as follows:

(a)

Organization; Power and Authority. It is a duly organized and validly existing

national banking association in good standing under the Laws of the United States. It has full

corporate power, authority and legal right to execute, deliver and perform its obligations as

Custodian under this Agreement.

(b)

Due Authorization.

The execution and delivery of this Agreement and the

consummation of the transactions provided for herein have been duly authorized by all necessary

association action on its part, either in its individual capacity or as Custodian, as the case may be.

(c)

No Conflict. The execution and delivery of this Agreement, the performance of

the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict

with, result in any breach of its articles of incorporation or bylaws.

(d)

No Violation. The execution and delivery of this Agreement, the performance of

the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict

with or violate, in any material respect, any Applicable Law as to the Custodian.

(e)

All Consents Required. All approvals, authorizations, consents, orders or other

actions of any Governmental Authority applicable to the Custodian, required in connection with

the execution and delivery of this Agreement, the performance by the Custodian of the

transactions contemplated hereby and the fulfillment by the Custodian of the terms hereof have

been obtained.

(f) Validity. The Agreement constitutes the legal, valid and binding obligation of the

Custodian, enforceable against the Custodian in accordance with its terms, except as such

enforceability may be limited by applicable Bankruptcy Code and general principles of equity

(whether considered in a suit at law or in equity).

ARTICLE XV

THE COLLATERAL ADMINISTRATOR

Section 15.01. Powers and Duties of Collateral Administrator. (a) Virtus Group, LP

shall act as Collateral Administrator pursuant to the terms of this Agreement, until Virtus Group,

LP’s resignation or removal as Collateral Administrator pursuant to Section 15.04 hereof. In

such capacity, the Collateral Administrator shall assist the Borrower and the Collateral Manager

by providing to the Borrower and the Collateral Manager (and, where applicable, the Borrower’s

Independent Accountants) certain reports, calculations and other data (as may be mutually agreed

upon by the parties hereto), based upon information and data received from the Borrower and/or

Collateral Manager, which reports, calculations and other data the Borrower or the Collateral

Manager on its behalf, and/or the Collateral Administrator is required to prepare and deliver (or

which are necessary to be performed in order that certain reports and calculations can be

performed as required) under Section 8.06. Virtus Group, LP’s duties and authority to act as

Collateral Administrator hereunder are limited to the duties and authority specifically set forth in

this Agreement. By entering into, or performing its duties under, this Agreement, the Collateral

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Administrator shall not be deemed to assume any obligations or liabilities of the Borrower or the

Collateral Manager under this Agreement, and nothing herein contained shall be deemed to

release, terminate, discharge, limit, reduce, diminish, modify, amend or otherwise alter in any

respect the duties, obligations or liabilities of the Borrower or the Collateral Manager under or

pursuant to this Agreement or any other Facility Document.

(b)

The Collateral Manager and the Borrower shall cooperate with the Collateral

Administrator in connection with the matters described herein, including the confirmation by the

Collateral Administrator of the calculations contained in the Monthly Reports or otherwise

reasonably requested hereunder. Without limiting the generality of the foregoing, the Collateral

Manager shall advise in a timely manner the Collateral Administrator of the results of any

determinations required or permitted to be made by it or the Borrower under this Agreement and

supply the Collateral Administrator with such other information (in a mutually agreeable format)

as is maintained by or on behalf of the Collateral Manager that the Collateral Administrator may

from time to time reasonably request with respect to the Collateral and reasonably needed to

perform its obligations hereunder or required to permit the Collateral Administrator to perform

its obligations hereunder (including the Collateral Manager’s determinations of Market Value,

Aggregate Collateral Balance, Concentration Limitations and the Borrowing Base, as applicable)

and any other information that may be reasonably required under this Agreement with respect to

a Collateral Loan (including as to its designation as a Defaulted Collateral Loan, Ineligible

Collateral Loan, Equity Security or Credit Improved Loan).

required to decide between alternative courses of action, the Collateral Administrator may

request written instructions from the Borrower or the Collateral Manager as to the course of

action desired by it. If the Collateral Administrator does not receive such instructions within five

Business Days after it has requested them, the Collateral Administrator may, but shall be under

no duty to, take or refrain from taking any such courses of action. The Collateral Administrator

shall act in accordance with instructions received after such five-Business Day period except to

the extent it has already taken, or committed itself to take, action inconsistent with such

instructions. The Collateral Administrator shall be entitled to rely on the advice of legal counsel

and independent accountants in performing its duties hereunder and shall be deemed to have

acted in good faith if it acts in accordance with such advice.

(d)

Nothing herein shall prevent the Collateral Administrator or any of its Affiliates

from engaging in other businesses or from rendering services of any kind to any Person.

Section 15.02.CompensationCompensation.

The Borrower agrees to pay, and the

Collateral Administrator shall be entitled to receive, compensation for the Collateral

Administrator’s performance of the duties called for herein as provided in the Collateral Agent

and Collateral Administrator Fee Letter. The Borrower agrees to pay or reimburse to the

Collateral Administrator upon its request from time to time all reasonable and documented

out-of-pocket costs, disbursements, advances, and expenses (including reasonable fees and

expenses of legal counsel) incurred in connection with the preparation or execution of this

Agreement, or in connection with the transactions contemplated hereby or the administration of

this Agreement or performance by the Collateral Administrator of its duties and services under

this Agreement (including costs and expenses of any action deemed necessary by the Collateral

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Administrator to collect any amounts owing to it under this Agreement). All payments

hereunder, including, but not limited to indemnities, shall be paid in accordance with the Priority

of Payments.

Section 15.03.Limitation

ofResponsibility

the

Collateral

Administrator;

Indemnification. (a) The Collateral Administrator will have no responsibility under this

Agreement other than to render the services expressly called for hereunder in good faith and

without willful misfeasance or gross negligence. The Collateral Administrator shall incur no

liability to anyone in acting upon any signature, instrument, statement, notice, resolution,

request, direction, consent, order, certificate, report, opinion, bond or other document or paper

reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper

Person. The Collateral Administrator may exercise any of its rights or powers hereunder or

perform any of its duties hereunder either directly or by or through agents or attorneys, and the

Collateral Administrator shall not be responsible for any misconduct or negligence on the part of

any agent or attorney appointed hereunder with due care by it.

Neither the Collateral

Administrator nor any of its affiliates, directors, officers, shareholders, agents or employees will

be liable to the Collateral Manager, the Borrower or any other Person, except by reason of acts or

omissions by the Collateral Administrator constituting willful misfeasance or gross negligence.

The Collateral Administrator shall in no event have any liability for the actions or omissions of

the Borrower, the Collateral Manager or any other Person, and shall have no liability for any

inaccuracy or error in any duty performed by it that results from or is caused by inaccurate,

untimely or incomplete information or data received by it from the Borrower, the Collateral

Manager or another Person except to the extent that such inaccuracies or errors are caused by the

Collateral Administrator’s own willful misconduct or gross negligence.

The Collateral

Administrator shall not be liable for failing to perform or delay in performing its specified duties

hereunder which results from or is caused by a failure or delay on the part of the Borrower, the

Collateral Manager or another Person in furnishing necessary, timely and accurate information to

the Collateral Administrator. The duties and obligations of the Collateral Administrator and its

employees or agents shall be determined solely by the express provisions of this Agreement and

they shall not be under any obligation or duty except for the performance of such duties and

obligations as are specifically set forth herein, and no implied covenants shall be read into this

Agreement against them. The Collateral Administrator may consult with counsel and shall be

protected in and shall have no liability as a result of any action reasonably taken in good faith in

accordance with the advice of such counsel.

(b)

The Collateral Administrator may rely conclusively on and shall be fully protected

in acting or refraining from acting upon any notice, certificate, statement, instrument, opinion,

report, notice, request, direction, consent, order, note, electronic communication or other paper

or other document (including telecopier or other electronically transmitted instructions,

documents or information) furnished to it hereunder and reasonably believed by it in good faith

to be genuine. The Collateral Administrator shall not be liable for any action taken by it in good

faith and reasonably believed by it to be within the discretion or powers conferred upon it, or

taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted

to be taken by it by reason of the lack of direction or instruction required hereby for such action.

The Collateral Administrator shall not be bound to make any investigation into the facts or

matters stated in any certificate, report, resolution, instrument, opinion, consent, order, approval,

bond or other document. Under no circumstances shall the Collateral Administrator be liable for

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indirect, punitive, special or consequential loss or damages of any kind whatsoever (including,

but not limited to, lost profits) under or pursuant to this Agreement, its duties or obligations

hereunder or arising out of or relating to the subject matter hereof even if the Collateral

Administrator has been advised of the likelihood of such damages and regardless of the form of

such action. In no event shall the Collateral Administrator be responsible or liable for any failure

or delay in the performance of its obligations hereunder because of circumstances beyond its

control, including, but not limited to, acts of god, lockouts, riots, acts of war, epidemics, acts of

terrorism; civil or military disturbances; sabotage, epidemics, diseases, quarantines, national

emergencies, interruptions, loss or malfunctions of utilities, computer (hardware or software) or

communications services; labor disputes; acts of civil or military authority or governmental

action, governmental regulations imposed after the fact, fire, flood, communication line failures,

computer viruses, power failures, earthquakes or other disasters, governmental regulations

imposed after the fact, fire, communication line failures, computer viruses, power failures,

earthquakes or other disasters. It is expressly acknowledged by the Borrower and the Collateral

Manager that application and performance by the Collateral Administrator of its various duties

hereunder (including recalculations to be performed in respect of the matters contemplated

hereby) shall be based upon, and in reliance upon, data and information provided to it by the

Collateral Manager (and/or the Borrower) with respect to the Collateral, and the Collateral

Administrator shall have no responsibility for the accuracy or completeness of any such

information or data provided to it by such Persons. Nothing herein shall impose or imply any

duty or obligation on the part of the Collateral Administrator to verify, investigate or audit any

such information or data, or to determine or monitor on an independent basis whether any

obligor under the Collateral is in default or in compliance with the underlying documents

governing or securing such securities, from time to time, the role of the Collateral Administrator

hereunder being solely to perform certain mathematical computations and data comparisons and

to provide certain reports and other deliveries, as provided herein.

(c)

The Borrower shall, and hereby agrees to, reimburse, indemnify and hold

harmless the Collateral Administrator and its affiliates, directors, officers, shareholders, agents

and employees for and from any and all Liabilities in respect of, or arising from any acts or

omissions performed or omitted by the Collateral Administrator, its affiliates, directors, officers,

shareholders, agents or employees pursuant to or in connection with the terms of this Agreement,

or in the performance or observance of its duties or obligations under this Agreement; provided

the same are in good faith and without willful misfeasance, fraud and/or gross negligence on the

part of the Collateral Administrator or without reckless disregard of its duties hereunder. The

obligations of the Borrower under this Section 15.03(c) shall survive the termination of this

Agreement and any earlier resignation or removal of the Collateral Administrator.

(d)

Nothing herein shall obligate the Collateral Administrator to determine

independently the correct characterization or categorization of any item of Collateral, or to

evaluate or verify the Collateral Manager’s characterization of any item of Collateral including

whether any item of Collateral is a Defaulted Collateral Loan, Ineligible Collateral Loan, Equity

Security, Covenant Lite Loan, Current Modified Loan, Delayed Drawdown Collateral Loan, DIP

Loan, Discount Collateral Loan, Eligible Collateral Loan, First Lien/Last Out Loan, First Lien

Loan, Fixed Rate Loan, Floating Rate Loan, Floor Loan, Government Security, Haircut

Collateral Loan, Haircut Level 1 Collateral Loan, Haircut Level 2 Collateral Loan, Haircut Level

3 Collateral Loan, Haircut Level 4 Collateral Loan, Listed Collateral Loan, Partial PIK Loan,

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PIK Loan, Revolving Collateral Loan, Scheduled Split First Lien Loan, Second Lien Loan, Split

First Lien Loan, Split Lien Loan, Stretch Senior Loan, Structured Finance Obligation, Substitute

Loan, Zero Coupon Obligation or Credit Improved Loan, any such determination being based

exclusively upon notification the Collateral Administrator receives from the Collateral Manager

and nothing herein shall obligate the Collateral Administrator to review or examine any

underlying instrument or contract evidencing, governing or guaranteeing or securing any

Collateral Loan in order to verify, confirm, audit or otherwise determine any characteristic

thereof. In addition, the Collateral Manager shall notify the Collateral Administrator of any

amendment or modification of a Collateral Loan. The Collateral Manager shall review and verify

the contents of the aforesaid reports. To the extent any of the information in such reports,

instructions or certificates conflicts with information, data or calculations in the records of the

Collateral Manager, the Collateral Manager shall notify the Collateral Administrator of such

discrepancy and use commercially reasonable efforts to assist the Collateral Administrator in

reconciling such discrepancy, failing which the determination of the Collateral Manager shall

prevail. The Collateral Agent and the Collateral Administrator shall cooperate with the Collateral

Manager in connection with the Collateral Manager’s review of the contents of the aforesaid

reports, instruction and certificates and will use commercially reasonable efforts to provide such

items to the Collateral Manager within a reasonably sufficient time (as agreed between the

Collateral Manager, the Collateral Agent and the Collateral Administrator) prior to any

applicable due date to enable such review. The Collateral Administrator shall have no obligation

to prepare a Borrowing Base Calculation Statement, or determine the Borrowing Base. Other

than as expressly set forth herein, nothing herein shall obligate the Collateral Administrator to

review or examine any underlying instrument or contract evidencing, governing or guaranteeing

or securing any Collateral Loan in order to verify, confirm, audit or otherwise determine any

characteristic thereof.

(e)

Without limiting the generality of any terms of this Section 15.03, the Collateral

Administrator shall have no liability for any failure, inability or unwillingness on the part of the

Collateral Manager or Borrower (or Collateral Agent, if not the same Person as the Collateral

Administrator) to provide accurate and complete information on a timely basis to the Collateral

Administrator, or otherwise on the part of any such Person to comply with the terms of this

Agreement and shall have no liability for any inaccuracy or error in the performance or

observance on the Collateral Administrator’s part of any of its duties hereunder that is caused by

or results from any such inaccurate, incomplete or untimely information received by it, or other

failure on the part of any such other Person to comply with the terms hereof.

(f)

In addition to, and without limiting, the rights, protections, indemnities and

immunities afforded to the Collateral Administrator herein, the Collateral Administrator shall

have the same rights, protections, indemnities and immunities as are offered the Collateral Agent

under this Agreement.

(g) The Collateral Administrator shall have no obligation to determine the

outstanding amounts due and payable in respect of the Advances or the calculation or

verification of any Benchmark in respect thereof, and in each case shall entitled to conclusively

rely upon information provided by the Administrative Agent in respect of such items.

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(h)

The Collateral Administrator shall not be liable for any error of judgment made in

good faith by a Responsible Officer of the Collateral Administrator, unless it shall be proven that

the Collateral Administrator was grossly negligent in ascertaining the pertinent facts.

(i)

No provision of this Agreement shall require the Collateral Administrator to

expend or risk its own funds or otherwise incur any financial or other liability in the performance

of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated

hereunder, if it shall have reasonable grounds for believing that repayment of such funds or

indemnity satisfactory to it against such risk or liability is not reasonably assured to it unless

such risk or liability relates to the performance of its ordinary services under this Agreement.

(j)

The Collateral Administrator shall have no obligation to determine the Market

Value or the price of any Collateral in connection with any actions or duties under this

Agreement.

(k)

Neither the Collateral Administrator nor any of its directors, officers or employees

shall be liable to anyone for any error of judgment, or for any act done or step taken or omitted to

be taken by it (or any of its directors, officers of employees), or for any mistake of fact or law, or

for anything which it may do or refrain from doing in connection herewith, unless such action

constitutes willful misconduct, gross negligence or reckless disregard of its duties hereunder.

(l)

The Collateral Administrator shall not be deemed to have notice of any fact, claim

or demand with respect hereto unless actually known by a Responsible Officer of the Collateral

Administrator or unless (and then only to the extent) received in writing by the Collateral

Administrator and specifically referencing this Agreement.

(m)

The permissive right of the Collateral Administrator to take any action hereunder

shall not be construed as a duty.

(n)

All indemnifications contained in this Agreement in favor of the Collateral

Administrator shall survive the termination of this Agreement or any resignation or removal of

the Collateral Administrator.

(o)

The Collateral Administrator shall not be responsible for the accuracy or content

of any certificate, statement, direction or opinion furnished to it in connection with this

Agreement or any other Facility Document or Related Document. The Collateral Administrator

shall not have any responsibility for filing or recording any financing or continuation statement

in any public office at any time or to otherwise perfect or maintain the perfection of any security

interest or lien granted by any Person under any Facility Document or Related Document. Other

than as expressly set forth herein, the Collateral Administrator shall not be responsible to any

Person for any recitals, statements, information, representations or warranties regarding the

Borrower or the Collateral or in any document, certificate or other writing delivered in

connection herewith or therewith or for the execution, effectiveness, genuineness, validity,

enforceability, perfection, collectability, priority or sufficiency of thereof or any such other

document or the financial condition of any Person or be required to make any inquiry concerning

either the performance or observance of any of the terms, provisions or conditions related to any

Person or the existence or possible existence of any Default or Event of Default. Other than as

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expressly set forth herein, the Collateral Administrator shall not have any obligation whatsoever

to any Person to assure that any collateral exists or is owned by any Person or is cared for,

protected or insured or that any liens have been properly or sufficiently or lawfully created,

perfected, protected or enforced or are entitled to any particular priority, or to exercise or to

continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of

the rights, authorities and powers granted or available with respect thereto.

(p)

The Borrower and the Collateral Manager shall use commercially reasonable

efforts to cooperate with the Collateral Agent and/or the Collateral Administrator in connection

with the matters described herein, including in respect of the confirmation of calculations

required under Section 8.06 hereof or as otherwise reasonably requested by the Collateral Agent

or the Collateral Administrator hereunder. Without limiting the generality of the foregoing the

Collateral Manager shall supply in a timely fashion any information maintained by it, including,

without limitation, the classification or characterization of each Collateral Loan or related

Obligor that the Collateral Administrator may from time to time reasonably request with respect

to the Collateral Loans or obligors or reasonably need to perform the confirmations described

above. Nothing herein shall obligate the Collateral Administrator to determine (i) the type,

classification or characterization of any Collateral Loan or related Obligor, or (ii) the Advance

Rate or Aggregate Collateral Balance of any Collateral Loan or EBITDA of any related Obligor

or market value of any Collateral Loan, any such determination in each case being based

exclusively upon notification it receives from the Collateral Manager.

For purposes of

monitoring rating changes by the rating agencies, the Collateral Administrator shall be entitled to

use and rely (in good faith) exclusively upon any reputable electronic financial information

reporting service (including the Bloomberg wire service), and shall have no liability for any

inaccuracies in the information reported by, or other errors or omissions of, any such service.

Section 15.04.Termination of Collateral Administrator.

(a) At the option of the

Borrower (with the prior written consent or at the direction of the Administrative Agent prior to

the Collection Date), the Collateral Administrator may be terminated upon at least ten Business

Days’ written notice of termination from the Borrower to the Collateral Administrator and the

Administrative Agent if anyeither of the following events shall occur:

(i) (1) The Collateral Administrator shall, in violation of its duty of care

hereunder, default in the performance of any of its material duties under this Agreement

and shall not cure such default within thirty days (or, if such default cannot be cured in

such time, the Collateral Administrator shall not have given within thirty days such

assurance of cure as shall be reasonably satisfactory to the Borrower and the

Administrative Agent and cured such default within the time so assured); or

(ii) (2) an Insolvency Event relating to the Collateral Administrator occurs.

If an event specified in clause (ii2) shall occur, the Collateral Administrator shall give written

notice thereof to the Collateral Manager, the Administrative Agent and the Borrower within ten

(10) Business Days after the occurrence of such event. The Collateral Administrator may be

removed, with or without cause, by the Administrative Agent, with the consent of the Borrower

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(if such removal is without cause) so long as no Event of Default has occurred and is continuing,

by at least 30 days’ notice given in writing to the Collateral Administrator.

(b)

Except when the Collateral Administrator shall be removed pursuant to

subsection (a) of this Section 15.04 or shall resign pursuant to subsection (c) of this Section

15.04, no removal or resignation of the Collateral Administrator shall be effective until the date

as of which a successor collateral administrator reasonably acceptable to the Administrative

Agent, the Borrower and the Collateral Manager shall have agreed in writing to assume all of the

Collateral Administrator’s duties and obligations pursuant to this Agreement and shall have

executed and delivered an agreement in form and content reasonably satisfactory to the

Administrative Agent, the Borrower, the Collateral Manager and the Collateral Agent. Upon any

resignation or removal of the Collateral Administrator hereunder, the Borrower shall promptly,

and in any case within thirty (30) days after the related notice of resignation or removal, appoint

a qualified successor to act as collateral administrator hereunder and cause such successor

collateral administrator to execute and deliver an agreement accepting such appointment as

described in the preceding sentence. If the Borrower fails to appoint such a qualified successor

which duly accepts its appointment by properly executing and delivering such an agreement

within such time, the retiring Collateral Administrator shall be entitled to petition a court of

competent jurisdiction for the appointment of a successor to serve as collateral administrator

hereunder and shall be indemnified pursuant to Section 15.03(c) for the reasonable costs and

expenses thereof.

(c)

Notwithstanding the foregoing, the Collateral Administrator may resign at any

time by giving written notice thereof to the Borrower, the Administrative Agent, the Collateral

Manager and the Lenders not less than 90 days prior to such resignation.

(d)

Any corporation, organization or entity into which the Collateral Administrator

may be merged or converted or with which it may be consolidated, or any corporation,

organization or entity resulting from any merger, conversion or consolidation to which the

Collateral Administrator shall be a party, or any corporation, organization or entity succeeding to

all or substantially all of the collateral administration business of the Collateral Administrator,

shall be the successor of the Collateral Administrator hereunder without the execution or filing

of any paper or any further act on the part of any of the parties hereto.

Section 15.05. Representations and Warranties of the Collateral Administrator. The

Collateral Administrator hereby represents and warrants to the Collateral Manager and the

Borrower as follows:

(i)

The Collateral Administrator is a limited partnership duly organized,

validly existing and in good standing under the Laws of the State of Texas and has full

limited partnership power and authority to execute, deliver and perform this Agreement

and all obligations required hereunder and has taken all necessary limited partnership

action to authorize this Agreement on the terms and conditions hereof, the execution,

delivery and performance of this Agreement and all obligations required hereunder. No

license, permit, approval or authorization of, exemption by, notice or report to, or

registration, filing or declaration with, any Governmental Authority, except those that

have been obtained, is required by the Collateral Administrator in connection with this

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Agreement or the execution, delivery, performance, validity or enforceability of this

Agreement and the obligations imposed upon it hereunder. When executed and delivered

by the Collateral Administrator and the other parties hereto, this Agreement will

constitute the legal, valid and binding obligations of the Collateral Administrator

enforceable against the Collateral Administrator in accordance with its terms subject, as

to enforcement, (a) to the effect of bankruptcy, insolvency or similar Laws affecting

generally the enforcement of creditors’ rights as such Laws would apply in the event of

any bankruptcy, receivership, insolvency or similar event applicable to the Collateral

Administrator and (b) to general equitable principles (whether enforceability of such

principles is considered in a proceeding at law or in equity).

(ii) The execution, delivery and performance of this Agreement and the

documents and instruments required hereunder will not violate any provision of

Applicable Law, or the articles of association or by-laws, as amended, of the Collateral

Administrator.

Section 15.06. Successors and Assigns. This Agreement shall inure to the benefit of,

and be binding upon, the successors and assigns of the Collateral Administrator; provided,

however, that the Collateral Administrator may not assign its rights and obligations hereunder

without the prior written consent of the Collateral Manager, the Administrative Agent and the

Borrower. Notwithstanding the foregoing, the Collateral Administrator consents to the pledge of

its rights under this Agreement by the Borrower to the Collateral Agent, as provided in the

granting language set forth in Section 7.01.

Section 15.07. Joint VentureJoint Venture. Nothing contained in this Agreement (i)

shall constitute the Borrower, the Collateral Administrator, the Agents and the Collateral

Manager as members of any partnership, joint venture, association, syndicate, unincorporated

business or other separate entity, (ii) shall be construed to impose any liability as such on any of

them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority

to incur any obligation or liability on behalf of the others.

ARTICLE XVI

MISCELLANEOUS

Section 16.01. No Waiver; Modifications in Writing. (a) No failure or delay on the part

of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver

thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any

other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver

of any provision of this Agreement or any other Facility Document, and any consent to any

departure by any party to this Agreement or such other Facility Document from the terms of any

provision of this Agreement, shall be effective only in the specific instance and for the specific

purpose for which given. No notice to or demand on the Borrower or the Collateral Manager in

any case shall entitle the Borrower or the Collateral Manager to any other or further notice or

demand in similar or other circumstances.

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(b) Except as otherwise provided in this Agreement, including, without limitation, in

Section 2.11 with respect to the implementation of a Benchmark Replacement or Conforming

Changes (as set forth therein), no amendment, modification, supplement or waiver of this

Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the

Administrative Agent and the Required Lenders, provided that:

(i)

Lenders;

any Fundamental Amendment shall require the written consent of all

(ii)

no such amendment, modification, supplement or waiver shall amend,

modify or otherwise affect the rights or duties of any Agent, the Custodian, the Document

Custodian or the Collateral Administrator hereunder without the prior written consent of

such Agent, Custodian, Document Custodian or Collateral Administrator, as the case may

be; and

(iii) no amendment, modification, supplement or waiver shall amend, modify

or otherwise affect the rights or duties of the Swingline Lender hereunder without the

prior written consent of the Swingline Lender.

(c)

Notwithstanding anything to the contrary herein (other than Section 2.18), in

connection with the increase of the Commitments hereunder, only the consent of the Lender

increasing its Commitment (or providing a new Commitment) shall be required for any

amendment or Facility Amount Increase Agreement that affects such increase in Commitments.

(d)

any right to

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have

approve or disapprove any amendment, waiver or consent hereunder (and any

amendment, waiver or consent which by its terms requires the consent of all Lenders or each

affected Lender may be effected with the consent of the applicable Lenders other than Defaulting

Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or

extended without the consent of such Lender and (y) any waiver, amendment or modification

requiring the consent of all Lenders or each affected Lender that by its terms affects any

Defaulting Lender more adversely than other affected Lenders shall require the consent of such

Defaulting Lender.

Section 16.02. Notices, Etc. Except where telephonic instructions are authorized herein

to be given, all notices, demands, instructions and other communications required or permitted to

be given to or made upon any party hereto shall be in writing and shall be personally delivered or

sent by registered, certified or express mail, postage prepaid, or by facsimile transmission, or by

prepaid courier service, or by electronic mail (of a .pdf or other similar file if the recipient has

provided an email address in Schedule 5), and shall be deemed to be given for purposes of this

Agreement on the day that such writing is received by the intended recipient thereof in

accordance with the provisions of this Section 16.02. Unless otherwise specified in a notice sent

or delivered in accordance with the foregoing provisions of this Section 16.02, notices, demands,

instructions and other communications in writing shall be given to or made upon the respective

parties hereto at their respective addresses (or to their respective facsimile numbers or email

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addresses) indicated in Schedule 5, and, in the case of telephonic instructions or notices, by

calling the telephone number or numbers indicated for such Person in Schedule 5.

Each of the Collateral Agent, the Custodian, the Document Custodian and the Collateral

Administrator agrees to accept and act upon instructions or directions pursuant to this

Agreement, any other Facility Document, or any Related Document or any document executed in

connection herewith or therewith sent by unsecured email (or a .pdf or other similar file),

facsimile transmission or other similar unsecured electronic methods; provided, however, that

any person providing such instructions or directions shall provide an incumbency certificate

listing persons designated to provide such instructions or directions as such incumbency

certificate may be supplemented from time to time. If any person elects to give the Collateral

Agent, the Custodian, the Document Custodian and the Collateral Administrator email or

facsimile instructions (or instructions by a similar electronic method) and the Collateral Agent,

the Custodian, the Document Custodian and the Collateral Administrator in its discretion elects

to act upon such instructions, the Collateral Agent’s, the Custodian’s, the Document Custodian’s

and the Collateral Administrator’s reasonable understanding of such instructions shall be deemed

controlling. None of the Collateral Agent, the Custodian, the Document Custodian and the

Collateral Administrator shall be liable for any losses, costs or expenses arising directly or

indirectly from its reliance upon and compliance with such instructions notwithstanding such

instructions conflicting with or being inconsistent with a subsequent written instruction. Any

person providing such instructions or directions acknowledges and agrees that there may be more

secure methods of transmitting such instructions than the method(s) selected by it and agrees that

the security procedures (if any) to be followed in connection with its transmission of such

instructions provide to it a commercially reasonable degree of protection in light of its particular

needs and circumstances.

Section 16.03.Taxes. .

(a) Any and all payments by the Borrower to or for the account of any Secured Party

under any Facility Document shall be made free and clear of and without deduction or

withholding for any and all present or future Taxes with respect thereto, unless required by

Applicable Law. If any Applicable Law (as determined in the good faith discretion of the

Borrower or the Administrative Agent) requires the deduction or withholding of any Tax from

any such payment by the Borrower, the Collateral Agent or the Administrative Agent, then the

Borrower, the Collateral Agent or the Administrative Agent shall be entitled to make such

deduction or withholding and shall timely pay the full amount deducted or withheld to the

relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an

Indemnified Tax, then the sum payable by the Borrower shall be increased as may be necessary

so that after such deduction or withholding has been made (including such deductions and

withholdings applicable to additional sums payable under this Section 16.03) the applicable

Secured Party receives an amount equal to the sum it would have received had no deductions or

withholding of Indemnified Taxes been made.

(b)

The Borrower agrees to timely pay to the relevant Governmental Authority in

accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse

it for the payment of, any Other Taxes.

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(c)

The Borrower agrees to indemnify each Secured Party, within 10 days after

demand therefor, for (i) the full amount of Indemnified Taxes (including any Indemnified Taxes

imposed or asserted by any jurisdiction on or attributable to amounts payable under this Section

16.03) payable or paid by any Secured Party or required to be withheld or deducted from a

payment to such Secured Party and (ii) any reasonable liability arising from Indemnified Taxes

or with respect thereto, in each case whether or not such Indemnified Taxes were correctly or

legally imposed or asserted by the relevant taxing Governmental Authority. A certificate as to

the amount of such payment or liability delivered to the Borrower by a Secured Party (with a

copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf

of another Secured Party, shall be conclusive absent manifest error.

(d)

Each Lender shall severally indemnify the Administrative Agent, within 10 days

after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the

extent that the Borrower has not already indemnified the Administrative Agent for such

Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes

attributable to such Lender’s failure to comply with the provisions of Section 16.06(c)(ii) relating

to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such

Lender, in each case, that are payable or paid by the Administrative Agent in connection with

any Facility Document, and any reasonable expenses arising therefrom or with respect thereto,

whether or not such Taxes were correctly or legally imposed or asserted by the relevant

Governmental Authority. A certificate as to the amount of such payment or liability delivered to

any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender

hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time

owing to such Lender under any Facility Document or otherwise payable by the Administrative

Agent to the Lender from any other source against any amount due to the Administrative Agent

under this Section 16.03(d).

(e)

As soon as practicable after the date of any payment of Taxes by the Borrower to

any Governmental Authority pursuant to this Section 16.03, the Borrower will furnish to the

Administrative Agent the original or a certified copy of a receipt issued by the relevant

Governmental Authority evidencing payment thereof (or other evidence of payment as may be

reasonably satisfactory to the Administrative Agent).

(f)

If any Secured Party in its sole discretion, but acting in good faith, determines that

it has received a refund of any Indemnified Taxes with respect to which it has been indemnified

pursuant to this Section 16.03 (including by the payment of additional amounts pursuant to

Section 16.03(a)), such Secured Party shall reimburse the Borrower (or the Collateral Manager,

as applicable) such amount of any refund received (net of all out-of-pocket expenses (including

Taxes) incurred and without interest (other than any interest paid by the relevant Governmental

Authority with respect to such refund)) as such Secured Party shall determine in its sole

discretion, but acting in good faith, to be attributable to the relevant Indemnified Taxes; provided

that in the event that such Secured Party is required to repay such refund (plus any penalties,

interest, or other charges imposed by the relevant taxing authority) to the relevant taxing

authority, the Borrower agrees to return the refund to such Secured Party. Notwithstanding

anything to the contrary in this Section 16.03(f), in no event will any Secured Party be required

to pay any amount to an indemnifying party pursuant to this Section 16.03(f) the payment of

which would place such Secured Party in a less favorable net after-Tax position than such

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Secured Party would have been in if the Tax subject to indemnification and giving rise to such

refund had not been deducted, withheld or otherwise imposed and the indemnification payments

or additional amounts with respect to such Tax had never been paid. Unless required by

Applicable Law, at no time shall any Agent have any obligation to file for or otherwise pursue on

behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or

deducted from funds paid for the account of such Lender, as the case may be.

(g)

(i) Any Lender that is entitled to an exemption from or reduction of withholding

Tax with respect to payments made under any Facility Document shall deliver to the Borrower

and the Administrative Agent, at the time or times reasonably requested by the Borrower or the

Administrative Agent, such properly completed and executed documentation reasonably

requested by the Borrower or the Administrative Agent as will permit such payments to be made

without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably

requested by the Borrower or the Administrative Agent, shall deliver such other documentation

prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative

Agent as will enable the Borrower or the Administrative Agent to determine whether or not such

Lender is subject to backup withholding or information reporting requirements. Notwithstanding

anything to the contrary in the preceding two sentences, the completion, execution and

submission of such documentation (other than such documentation set forth in Sections

16.03(g)(ii), (iii) and (v) below) shall not be required if in the Lender’s reasonable judgment such

completion, execution or submission would subject such Lender to any material unreimbursed

cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)

Without limiting the generality of Section 16.03(g)(i), each Lender that is

a U.S. Person shall, on or prior to the date on which such Lender becomes a Lender under

this Agreement (and from time to time thereafter upon the reasonable request of the

Borrower or any Agent), deliver to the Borrower and each Agent, two accurate, complete

and signed copies of U.S. Internal Revenue Service Form W-9 or any successor form,

certifying that such Lender is entitled to an exemption from U.S. backup withholding tax.

(iii)

Without limiting the generality of Section 16.03(g)(i), each Lender that is

not a U.S. Person (a “Non-U.S. Lender”) shall, to the extent it is legally entitled to do so,

deliver to the Borrower and each Agent, on or prior to the date on which such Non-U.S.

Lender becomes a Lender under this Agreement (and from time to time thereafter upon

the reasonable request of the Borrower or any Agent), two accurate, complete and signed

copies of whichever of the following is applicable:

(A) in the case of a Non-U.S. Lender claiming the benefits of an

income tax treaty to which the United States is a party (x) with respect to

payments of interest under any Facility Document, executed copies of U.S.

Internal Revenue Service Form W-8BEN-E (or W-8BEN, as applicable)

establishing an exemption from, or reduction of, U.S. federal withholding Tax

pursuant to the “interest” article of such tax treaty and (y) with respect to any

other applicable payments under any Facility Document, U.S. Internal Revenue

Service Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption

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from, or reduction of, U.S. federal withholding Tax pursuant to the “business

profits” or “other income” article of such tax treaty;

(B)

executed copies of U.S. Internal Revenue Service Form W-8ECI;

(C)

in the case of a Non-U.S. Lender claiming the benefits of the

exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate

to the effect that such Non-U.S. Lender is not a “bank” within the meaning of

Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower

within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign

corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax

Compliance Certificate”) and (y) executed copies of U.S. Internal Revenue

Service Form W-8BEN-E (or W-8BEN, as applicable); or

(D)

to the extent a Non-U.S. Lender is not the beneficial owner,

executed copies of U.S. Internal Revenue Service Form W-8IMY, accompanied

by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S.

Tax Compliance Certificate, IRS Form W-9, and/or other certification documents

from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is

a partnership and one or more direct or indirect partners of such Non-U.S. Lender

are claiming the portfolio interest exemption, such Non-U.S. Lender may provide

a U.S. Tax Compliance Certificate on behalf of each such direct and indirect

partner.

(iv)

Each Non-U.S. Lender shall, to the extent it is legally entitled to do so,

deliver to the Borrower and the Agents (in such number of copies as shall be requested by

the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the

Borrower or any Agent), executed copies of any other form prescribed by Applicable Law

as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax,

duly completed, together with such supplementary documentation as may be prescribed

by Applicable Law to permit the Borrower or the Agents to determine the withholding or

deduction required to be made.

(v)

If a payment made to a Lender under any Facility Document would be

subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to

comply with the applicable reporting requirements of FATCA (including those contained

in Section 1471(b) or 1472(b) of the Code, as applicable and for purposes of this Section

16.03(g)(v), any intergovernmental agreement entered into with the United States in

connection with the implementation of such Sections and any legislation, regulations or

official guidance implementing such an intergovernmental agreement), such Lender shall

deliver to the Borrower and the Administrative Agent at the time or times prescribed by

Law and at such time or times reasonably requested by the Borrower or the

Administrative Agent such documentation prescribed by Applicable Law (including as

prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation

reasonably requested by the Borrower or the Administrative Agent as may be necessary

for the Borrower and the Administrative Agent to comply with their obligations under

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FATCA and to determine that such Lender has complied with such Lender’s obligations

under FATCA or to determine the amount to deduct and withhold from such payment.

Solely for purposes of this Section 16.03(g)(v), “FATCA” shall include any amendments

made to FATCA after the Closing Date.

(vi)

To the extent legally entitled to do so, each Lender agrees that, from time

to time after the Closing Date, such Lender shall deliver the forms described above, as

applicable, as promptly as practicable after (A) receipt of a reasonable written request

therefor from the Borrower or an Agent or (B) when a lapse in time or change in

circumstance renders a previously provided form or certificate obsolete or inaccurate.

Notwithstanding any other provision of this Section 16.03, a Lender shall not be required

to deliver any form after the Closing Date pursuant to this Section 16.03(g) that such

Lender is not legally able to deliver.

(h)

If any Lender requires the Borrower to pay any Indemnified Taxes or additional

amount to such Lender or any Governmental Authority for the account of such Lender pursuant

to this Section 16.03, then such Lender shall (at the request of the Borrower) use reasonable

efforts to designate a different lending office for funding or booking its Advances hereunder or to

assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such

Lender determines, in its sole discretion, that such designation or assignment (i) would eliminate

or reduce amounts payable pursuant to this Section 16.03 in the future and (ii) would not subject

such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to

such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by

any Lender in connection with any such designation or assignment.

(i)

Nothing in this Section 16.03 shall be construed to require any Secured Party to

make available its Tax returns (or any other information relating to its Taxes that it deems

confidential) to the Borrower or any other Person.

(j)

Without prejudice to the survival of any other agreement hereunder, the

agreements and obligations contained in this Section 16.03 shall survive the termination of this

Agreement.

Section 16.04.Costs and Expenses; Indemnification. .

(a) The Borrower agrees to promptly pay on demand all reasonable and documented

out-of-pocket costs and expenses of the Agents, the Custodian, the Document Custodian and

Citibank in any other capacity in connection with the preparation, review, negotiation,

reproduction, execution and delivery of this Agreement and the other Facility Documents and the

performance of their duties under the Facility Documents, including the reasonable and

documented fees and disbursements of one outside counsel for the Administrative Agent and the

Lenders, collectively, and outside counsel for the Collateral Agent, the Custodian, the Document

Custodian and the Collateral Administrator, costs and expenses of creating, perfecting, releasing

or enforcing the Collateral Agent’s security interests in the Collateral, including filing and

recording fees, expenses, search fees, UCC filing fees and the equivalent thereof in any foreign

jurisdiction, if applicable, and all other related fees and expenses in connection therewith; and in

connection with the administration and any waiver, consent, modification or amendment or

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similar agreement in respect of this Agreement or any other Facility Document and advising the

Agents, the Custodian, the Document Custodian, the Collateral Administrator and the Lenders as

to their respective rights, remedies and responsibilities. Further, the Borrower agrees to promptly

pay on demand all reasonable and documented costs and expenses of each of the Secured Parties

in connection with the enforcement of this Agreement or any other Facility Document, including

all reasonable and documented costs and expenses incurred by the Secured Parties in connection

with the preservation, collection, foreclosure or enforcement of the Collateral subject to the

Facility Documents or any interest, right, power or remedy of the Secured Parties or in

connection with the collection or enforcement of any of the Obligations or the proof, protection,

administration or resolution of any claim based upon the Obligations in any insolvency

proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors,

consultants, appraisers and other professionals engaged by any of the Secured Parties. Without

prejudice to its rights hereunder, the expenses and the compensation for the services of the

Secured Parties are intended to constitute expenses of administration under any applicable

bankruptcy Law. For the avoidance of doubt, this Section 16.04(a) shall not apply to Taxes,

other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim,

which shall be covered by Section 16.03.

(b)

The Borrower agrees to indemnify and hold harmless each Secured Party and each

of their Affiliates and the respective officers, directors, employees, agents, managers of, and any

Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any

and all Liabilities that may be incurred by or asserted or awarded against any Indemnified Party,

in each case arising out of or in connection with or by reason of the execution, delivery,

enforcement, performance, administration of or otherwise arising out of or incurred in

connection with this Agreement, any other Facility Document, any Related Document or any

transaction contemplated hereby or thereby (and regardless of whether or not any such

transactions are consummated), including any such Liability that is incurred or arises out of or in

connection with, or by reason of any one or more of the following: (i) preparation for a defense

of any investigation, litigation or proceeding arising out of, related to or in connection with this

Agreement, any other Facility Document, any Related Document or any of the transactions

contemplated hereby or thereby; (ii) any breach of any covenant by the Borrower, the Parent or

the Collateral Manager contained in any Facility Document; (iii) any representation or warranty

made or deemed made by the Borrower, the Parent or the Collateral Manager contained in any

Facility Document or in any certificate, statement or report delivered in connection therewith is

false or incorrect; (iv) any failure by the Borrower, the Parent or the Collateral Manager to

comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to

vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties) a

perfected security interest in all of the Collateral free and clear of all Liens (other than Permitted

Liens); (vi) any action or omission, not expressly authorized by the Facility Documents, by the

Borrower, the Parent, or any of their respective Affiliates which has the effect of impairing the

validity or enforceability of the Collateral or the rights of the Agents or the other Secured Parties

with respect thereto; (vii) the failure to file, or any delay in filing, financing statements,

continuation statements or the equivalent thereof in any foreign jurisdiction or other similar

instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law

with respect to any Collateral, whether at the time of any Advance or at any subsequent time;

(viii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor)

of an Obligor to the payment with respect to any Collateral (including a defense based on any

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Collateral Loan (or the Related Documents evidencing such Collateral Loan) not being a legal,

valid and binding obligation of such Obligor enforceable against it in accordance with its terms,

except to the extent such unenforceability is due to the bankruptcy of such Obligor), or any other

claim resulting from any related property securing such Collateral Loan; (ix) the commingling of

Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give

reasonably equivalent value to the applicable seller, in consideration for the transfer by such

seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise

avoid any such transfer under any statutory provision or common law or equitable action,

including any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Collateral

Manager or any of their respective agents or representatives to remit to the Collection Account,

within two (2) Business Days of receipt, Collections on the Collateral Loans remitted to the

Borrower, the Collateral Manager or any such agent or representative as provided in this

Agreement; and (xii) any Default or Event of Default; provided that the Borrower shall not be

liable (A) for any Liability or losses arising due to the deterioration in the credit quality or

market value of the Collateral Loans or other Collateral hereunder, or (B) to the extent any such

Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to

have resulted from such Indemnified Party’s gross negligence or willful misconduct; provided,

further, that any payment hereunder which relates to taxes, levies, imposes, deductions, charges

and withholdings, and all liabilities (including penalties, interest and expenses) with respect

thereto, or additional sums described in Sections 2.09, 2.10 or 16.03, shall not be covered by this

Section 16.04(b). In no case shall the Borrower be responsible for any Indemnified Party’s lost

revenues or lost profits or for any indirect, special, exemplary, punitive or consequential

damages suffered by such Indemnified Party (but, for the avoidance of doubt, the Borrower shall

be responsible for any liability consisting of such amount paid by an Indemnified Party to a third

party).

(c)

The Collateral Manager agrees to indemnify and hold harmless each Indemnified

Party from and against any and all Liabilities that may be incurred by or asserted or awarded

against any Indemnified Party, in each case arising out of or in connection with or by reason of

any one or more of the following: (i) any breach of any covenant by the Collateral Manager

contained in any Facility Document; (ii) any representation or warranty made or deemed made by

the Collateral Manager contained in any Facility Document or in any certificate, statement or

report delivered in connection therewith is false or misleading; (iii) any failure by the Collateral

Manager to comply with any Applicable Law or contractual obligation binding upon it; (iv) any

action or inaction of the Collateral Manager which causes the Collateral Agent (for the benefit of

the Secured Parties) not to have a perfected security interest in all of the Collateral free and clear

of all Liens (other than Permitted Liens); (v) the commingling of Collections on the Collateral at

any time with other funds of the Collateral Manager; and (vi) any failure by the Collateral

Manager to remit to the Collection Account, within two (2) Business Days of receipt, Collections

on the Collateral Loans remitted to the Collateral Manager; provided the Collateral Manager

shall not be liable (A) for any Liability or losses arising due to the deterioration in the credit

quality or market value of the Collateral Loans or other Collateral hereunder, (B) to the extent

any such Liability is found in a final, non-appealable judgment by a court of competent

jurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful

misconduct; provided, further, that any payment hereunder which relates to taxes, levies,

imposes, deductions, charges and withholdings, and all liabilities (including penalties, interest

and expenses) with respect thereto, or additional sums described in Sections 2.09, 2.10 or 16.03,

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shall not be covered by this Section 16.04(c), or (C) if any such Liability results from a claim

brought by the Collateral Manager or its Affiliates against an Indemnified Party for breach in bad

faith of such Indemnified Party’s obligations hereunder or under any other Facility Document, if

the Collateral Manager or such Affiliate has obtained a final and non-appealable judgment in its

favor on such claim as determined by a court of competent jurisdiction. The Collateral Manager

shall not have any liability hereunder to any Indemnified Party to the extent an Indemnified Party

affects any settlement of a matter that is (or could be) subject to indemnification hereunder

without the prior written consent of the Collateral Manager (which consent shall not be

unreasonably withheld or delayed). In no case shall the Collateral Manager be responsible for

any Indemnified Party’s lost revenues or lost profits or for any indirect, special, exemplary or

consequential damages suffered by such Indemnified Party (but, for the avoidance of doubt, the

Collateral Manager shall be responsible for any liability consisting of such amount paid by an

Indemnified Party to a third party).

(d)

Notwithstanding the foregoing, for the avoidance of doubt, the indemnification

obligations of the Borrower and the Collateral Manager set forth in this Section 16.04 supersede

in its entirety the indemnification obligations of Main Street Capital Corporation set forth in

Section (D)(2) in the Engagement Letter.

Section 16.05.Execution in Counterparts. This Agreement shall be valid, binding, and

enforceable against a party when executed and delivered by an authorized individual on behalf of

the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied

manual signature; or (iii) any other electronic signature permitted by the federal Electronic

Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic

Transactions Act, and/or any other relevant electronic signatures law, including any relevant

provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable.

Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all

purposes have the same validity, legal effect, and admissibility in evidence as an original manual

signature.Each party hereto shall be entitled to conclusively rely upon, and shall have no

liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic

signature, of any other party and shall have no duty to investigate, confirm or otherwise verify

the validity or authenticity thereof.This Agreement may be executed in any number of

counterparts, each of which shall be deemed to be an original, but such counterparts shall,

together, constitute one and the same instrument. For the avoidance of doubt, original manual

signatures shall be used for execution or indorsement of writings when required under the UCC

or other Signature Law due to the character or intended character of the writings.

Section 16.06. AssignabilityAssignability. (a) Each Lender may, with the consent of the

Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and

obligations under this Agreement (including all or a portion of its outstanding Advances or

interests therein owned by it, together with ratable portions of its Commitment); provided that:

(i)

each of the Borrower’s and the Administrative Agent’s consent to any

such assignment (x) shall not be unreasonably withheld or delayed and (y) shall not be

required if the assignee is a Permitted Assignee with respect to such assignor; and

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(ii)

the Borrower’s consent to any such assignment pursuant to this Section

16.06(a) shall not be required if an Event of Default shall have occurred and is continuing

(and not been waived by the Lenders in accordance with Section 16.01).

The parties to each such assignment shall execute and deliver to the Administrative

Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable

tax forms required by Section 16.03(g). Notwithstanding any other provision of this Section

16.06, (A) no assignment by any Lender to the Borrower, the Parent, the Collateral Manager or

any of their respective Affiliates shall be permitted and (B) any Lender may at any time pledge or

grant a security interest in all or any portion of its rights (including rights to payment of principal

and interest) under this Agreement to secure obligations of such Lender, including any pledge or

security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower

or the Administrative Agent; provided that no such pledge or grant of a security interest shall

release such Lender from any of its obligations hereunder or substitute any such pledgee or

grantee for such Lender as a party hereto.

(b)

The Borrower may not assign its rights or obligations hereunder or any interest

herein without the prior written consent of the Agents and the Lenders.

(c)

(i)

Any Lender may, without the consent of the Borrower, sell participations

to Participants in all or a portion of such Lender’s rights and obligations under this Agreement;

provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B)

such Lender shall remain solely responsible to the other parties hereto for the performance of

such obligations, (C) the Borrower, the Agents and the other Lenders shall continue to deal

solely and directly with such Lender in connection with such Lender’s rights and obligations

under this Agreement, and (D) each Participant shall have agreed to be bound by this Section

16.06(c), Section 16.06(d), Section 16.06(e) and Section 16.17. Any agreement pursuant to

which a Lender sells such a participation shall provide that such Lender shall retain the sole right

to enforce this Agreement and to approve any amendment, modification or waiver of any

provision of this Agreement; provided that such agreement may provide that such Lender will

not, without the consent of the Participant, agree to any Fundamental Amendment. Each Lender

that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts

to cooperate with the Borrower to effectuate the provisions of Section 2.17 with respect to any

Participant. Sections 2.09, 2.10, and 16.03 shall apply to each Participant as if it were a Lender

and had acquired its interest by assignment pursuant to clause (a) of this Section (subject to the

requirements and limitations set forth in Section 16.03, including the requirements under Section

16.03(g)); provided that (1) such Participant agrees to be subject to the provisions of Section

16.06 as if it were an assignee under clause (a) of this Section 16.06 and (2) no Participant shall

be entitled to any amount under Section 2.09, 2.10, or 16.03 which is greater than the amount the

related Lender would have been entitled to under any such Sections or provisions if the

applicable participation had not occurred.

(ii)

In the event that any Lender sells participations in any portion of its rights

and obligations hereunder, such Lender as nonfiduciary agent for the Borrower shall

maintain a register on which it enters the name of all Participants in the Advances held by

it and the principal amount (and stated interest thereon) of the portion of the Advance

which is the subject of the participation (the “Participant Register”). An Advance may

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be participated in whole or in part only by registration of such participation on the

Participant Register. The Participant Register shall be available for inspection by the

Borrower to the extent necessary for the Borrower to establish that such commitment,

loan or other obligation is in registered form under Section 5f.103-1 of the United States

Treasury Regulations. The entries in a Participant Register shall be conclusive absent

manifest error, and such Lender shall treat each Person whose name is recorded in such

Participant Register as the owner of such participation for all purposes of this Agreement

notwithstanding any notice to the contrary. For the avoidance of doubt, the

Administrative Agent (in its capacity as Administrative Agent) shall have no

responsibility for maintaining a Participant Register.

(d)

The Administrative Agent, on behalf of and acting solely for this purpose as the

nonfiduciary agent of the Borrower, shall maintain at its address specified in Schedule 5 or such

other address as the Administrative Agent shall designate in writing to the Lenders, a copy of

this Agreement and each Assignment and Acceptance and Lender Joinder Agreement delivered

to and accepted by it and a register (the “Register”) for the recordation of the names and

addresses of the Lenders and the aggregate outstanding principal amount of the outstanding

Advances maintained by each Lender under this Agreement (and any stated interest thereon).

The entries in the Register shall be conclusive and binding for all purposes, absent manifest

error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is

recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register

shall be available for inspection by the Borrower or any Lender at any reasonable time and from

time to time upon reasonable prior notice. An Advance may be assigned or sold in whole or in

part only by registration of such assignment or sale on the Register and in accordance with this

Section 16.06. The Administrative Agent shall update and furnish to the Collateral Agent, the

Collateral Administrator and the Borrower from time to time at the request of the Collateral

Agent or the Borrower an updated version of Schedule 1 reflecting the then-current allocation of

the Commitments.

(e)

Document,

purchaser”

Notwithstanding anything to the contrary set forth herein or in any other Facility

each Lender hereunder, and each Participant, must at all times be a “qualified

as defined in the Investment Company Act (a “Qualified Purchaser”) and a

“qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each

Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement

(whether by being a signatory hereto or by entering into an Assignment and Acceptance or

Lender Joinder Agreement) and (ii) on each date on which it makes an Advance hereunder, that

it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant

any participations in, any of its Advances or its Commitment to any Person unless such Person is

a Qualified Purchaser and a QIB.

Section 16.07.Governing LawGoverning Law.

THIS AGREEMENT AND THE

RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE

OF NEW YORK.

Section 16.08.Severability of Provisions. Any provision of this Agreement or any other

Facility Document which is prohibited or unenforceable in any jurisdiction shall, as to such

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jurisdiction, be ineffective to the extent of such prohibition or unenforceability without

invalidating the remaining provisions hereof or affecting the validity or enforceability of such

provision in any other jurisdiction.

Section 16.09. ConfidentialityConfidentiality. (a) Each Secured Party agrees to keep

confidential all non-public information provided to it by the Borrower or the Collateral Manager

with respect to the Borrower, its Affiliates, the Collateral, the Obligors, the Collateral Manager

or any other information furnished to any Secured Party pursuant to this Agreement or any other

Facility Document (collectively, the “Borrower Information”); provided that nothing herein

shall prevent any Secured Party from disclosing any Borrower Information (a) in connection with

this Agreement and the other Facility Documents and not for any other purpose, (x) to any

Secured Party or any Affiliate or branch of a Secured Party, or (y) any of their respective

Affiliates, employees, directors, agents, attorneys, accountants and other professional advisors

(collectively, the “Secured Party Representatives”), it being understood that the Persons to

whom such disclosure is made will be informed of the confidential nature of such Borrower

Information and instructed to keep such Borrower Information confidential, (b) subject to an

agreement to comply with the provisions of this Section and to use the Borrower Information

only in connection with this Agreement and the other Facility Documents and not for any other

purpose, to any actual or bone fide prospective permitted assignees and Participants in any of the

Secured Parties’ interests under or in connection with this Agreement, (c) to any Governmental

Authority with jurisdiction over any Secured Party or any of its Affiliates or any Secured Party

Representative, (d) in response to any order of any court or other Governmental Authority or as

may otherwise be required to be disclosed pursuant to any Applicable Law (provided that such

Secured Party will, to the extent permitted by law, endeavor to promptly notify the Borrower and

the Collateral Manager in advance of such pending disclosure), (e) that is a matter of general

public knowledge or that has heretofore been made available to the public by any Person other

than any Secured Party or any Secured Party Representative, (f) in connection with the exercise

of any remedy hereunder or under any other Facility Document or any action or proceeding

relating to this Agreement or any other Facility Document or the enforcement of rights hereunder

or thereunder, (g) to the extent required or requested by any Governmental Authority purporting

to have jurisdiction over such Person or its Secured Party Representatives (including any

self-regulatory authority, such as the National Association of Insurance Commissioners), (h) on a

confidential basis to (i) any rating agency in connection with rating the Borrower or the credit

facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in

connection with the issuance and monitoring of CUSIP numbers or other market identifiers with

respect to the credit facilities provided hereunder, or (i) with the consent of the Borrower or the

Collateral Manager.

(b)

Notwithstanding the foregoing, for the avoidance of doubt, the

confidentiality provision set forth in this Section 16.09 supersede in its entirety the

confidentiality provisions set forth in Section (E)(7) in the Engagement Letter.

Section 16.10.MergerMerger.

This Agreement and the other Facility Documents

executed by the Administrative Agent or the Lenders taken as a whole incorporate the entire

agreement between the parties hereto and thereto concerning the subject matter hereof and

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thereof and this Agreement and such other Facility Documents supersede any prior agreements

among the parties relating to the subject matter thereof.

Section 16.11. SurvivalSurvival. All representations and warranties made hereunder, in

the other Facility Documents and in any certificate delivered pursuant hereto or thereto or in

connection herewith or therewith shall survive the execution and delivery of this Agreement and

the making of the Advances hereunder. The agreements in Sections 2.04(f), 2.09, 2.10, 2.12,

12.04, 16.03, 16.04, 16.09, 16.16, 16.18 and 16.19 and this Section 16.11 shall survive the

termination of this Agreement in whole or in part and the payment in full of the principal of and

interest on the Advances, any foreclosure under, or modification, release or discharge of, any or

all of the Facility Documents and the resignation or replacement of any Agent.

Section 16.12.Submission to Jurisdiction; Waivers; Service of Process; Etc.Each

party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this

Agreement or the other Facility Documents to which it is a party, or for recognition and

enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the

courts of the State of New York, the courts of the United States of America for the Southern

District of New York sitting in New York County, and the appellate courts of any of them;

(b)

consents that any such action or proceeding may be brought in any court described

in Section 16.12(a) and waives to the fullest extent permitted by Applicable Law any objection

that it may now or hereafter have to the venue of any such action or proceeding in any such court

or that such action or proceeding was brought in an inconvenient court and agrees not to plead or

claim the same;

(c)

each party hereto (other than the Collateral Agent and the Collateral

Administrator) agrees that service of process in any such action or proceeding may be effected by

mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),

postage prepaid, to such Person at its address set forth in Schedule 5 or at such other address as

may be permitted thereunder;

(d)

agrees that nothing herein shall affect the right to effect service of process,

summons, notices and documents in any other manner permitted by Applicable Law; and

(e)

waives, to the maximum extent not prohibited by Law, any right it may have to

claim or recover in any legal action or proceeding against any Secured Party arising out of or

relating to this Agreement or any other Facility Document any special, exemplary, punitive or

consequential damages, provided that nothing in this sentence shall diminish the indemnification

obligations of the Borrower in the event any third party claim includes such damages.

Section 16.13. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY

IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER

FACILITY DOCUMENT OR FOR ANY COUNTERCLAIM HEREIN OR THEREIN OR

RELATING HERETO OR THERETO.

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Section 16.14.Right of Setoff; Payments Pro Rata. .

(a)

Subject to Section 9.01(a), if an Event of Default shall have occurred, each

Lender and each of their respective branches and Affiliates is hereby authorized at any time and

from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and

all deposits (general or special, time or demand, provisional or final, in whatever currency) at

any time held and other obligations (in whatever currency) at any time owing by such Lender or

any such branch or Affiliate to or for the credit or the account of the Borrower against any and all

of the obligations of the Borrower now or hereafter existing under this Agreement or any other

Facility Document to such Lender or their respective branches or Affiliates, irrespective of

whether or not such Lender, branch or Affiliate shall have made any demand under this

Agreement or any other Facility Document and although such obligations of the Borrower may

be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different

from the branch, office or Affiliate holding such deposit or obligated on such indebtedness;

provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x)

all amounts so set off shall be paid over immediately to the Administrative Agent for further

application in accordance with the provisions of Section 2.16 and, pending such payment, shall

be segregated by such Defaulting Lender from its other funds and deemed held in trust for the

benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide

promptly to the Administrative Agent a statement describing in reasonable detail the obligations

owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each

Lender and their respective branches and Affiliates under this Section are in addition to other

rights and remedies (including other rights of setoff) that such Lender or their respective

branches or Affiliates may have.

Each Lender agrees to notify the Borrower and the

Administrative Agent promptly after any such setoff and application, provided, that the failure to

give such notice shall not affect the validity of such setoff and application.

(b)

Each of the Lenders agrees that, if it should receive any amount under this

Agreement or any other Facility Document (whether by voluntary payments, by realization upon

security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by

the enforcement of any right under the Facility Documents, or otherwise) which is applicable to

the payment of the principal of, or interest on, the Advances or fees, of a sum which with respect

to the related sum or sums received by other Lenders is in a greater proportion than the total of

such Obligation then owed and due to such Lender bears to the total of such Obligation then

owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving

such excess payment shall purchase for cash without recourse or warranty from the other Lenders

an interest in the Obligations to such other Lenders in such amount as shall result in a

proportional participation by all of the Lenders in such disproportionate sum received; provided

that if all or any portion of such excess amount is thereafter recovered from such Lender, such

purchase shall be rescinded and the purchase price restored to the extent of such recovery, but

without interest.

Section 16.15. Waiver of Setoff. Each of the Borrower and the Collateral Manager

hereby waives any right of setoff it may have or to which it may be entitled under this Agreement

from time to time against any Lender or its assets.

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Section 16.16. PATRIOT Act Notice. Each Agent, each Lender, the Custodian, the

Document Custodian and the Collateral Administrator hereby notifies the Borrower that pursuant

to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on

October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify, record and update

information that identifies the Borrower, which information includes the name and address of the

Borrower and other information that will allow such Person to identify the Borrower in

accordance with the PATRIOT Act. The Borrower shall provide to the extent commercially

reasonable, such information and take such actions as are reasonably requested by such Person in

order to assist such Person in maintaining compliance with the PATRIOT Act.

Section 16.17. Legal HolidaysLegal Holidays. In the event that the date of any Payment

Date, date of prepayment of Advances or the Final Maturity Date shall not be a Business Day,

then notwithstanding any other provision of this Agreement or any other Facility Document,

payment need not be made on such date, but may be made on the next succeeding Business Day

with the same force and effect as if made on the nominal date of any such Payment Date, date of

prepayment or Final Maturity Date, as the case may be, and interest shall accrue on such

payment for the period from and after any such nominal date to but excluding such next

succeeding Business Day.

Section 16.18. Non-PetitionNon-Petition. The Collateral Manager and each Secured

Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person

in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement,

insolvency, moratorium or liquidation proceeding or other proceeding under federal or state

bankruptcy or similar Laws until at least one year and one day, or if longer the applicable

preference period then in effect plus one day, after the payment in full of all outstanding

Obligations and the termination of all Commitments; provided that nothing in this Section 13.17

shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the

expiration of the aforementioned one year and one day period, or, if longer, the applicable

preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by

the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the

Borrower by a Person other than any such Secured Party, or (b) from commencing against the

Borrower or any properties of the Borrower any legal action which is not a bankruptcy,

reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or

other proceeding under federal or state bankruptcy or similar laws. The provisions of this

Section 16.18 shall survive the termination of this Agreement.

Section 16.19. Acknowledgement and Consent to Bail-In of Affected Financial

Institutions. Notwithstanding anything to the contrary in any Facility Document or in any other

agreement, arrangement or understanding among any such parties, each party hereto

acknowledges that any liability of any Lender that is an Affected Financial Institution arising

under any Facility Document, to the extent such liability is unsecured, may be subject to the

Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and

consents to, and acknowledges and agrees to be bound by:

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(a)

the application of any Write-Down and Conversion Powers by the applicable

Resolution Authority to any such liabilities arising hereunder which may be payable to it by any

Lender that is an Affected Financial Institution; and

(b)

the effects of any Bail-in Action on any such liability, including, if applicable:

(i)

a reduction in full or in part or cancellation of any such liability;

(ii)

a conversion of all, or a portion of, such liability into shares or other

instruments of ownership in such Affected Financial Institution, its parent undertaking, or

a bridge institution that may be issued to it or otherwise conferred on it, and that such

shares or other instruments of ownership will be accepted by it in lieu of any rights with

respect to any such liability under this Agreement or any other Facility Document; or

(c)

the variation of the terms of such liability in connection with the exercise of the

Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 16.20. Acknowledgement Regarding Any Supported QFCs. To the extent that

the Facility Documents provide support, through a guarantee or otherwise, for any agreement or

instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported

QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the

Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of

the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations

promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported

QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the

Facility Documents and any Supported QFC may in fact be stated to be governed by the laws of

the State of New York and/or of the United States or any other state of the United States):

(a)

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered

Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of

such Supported QFC and the benefit of such QFC Credit Support (and any interest and

obligation in or under such Supported QFC and such QFC Credit Support, and any rights in

property securing such Supported QFC or such QFC Credit Support) from such Covered Party

will be effective to the same extent as the transfer would be effective under the U.S. Special

Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,

obligation and rights in property) were governed by the laws of the United States or a state of the

United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes

subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the

Facility Documents that might otherwise apply to such Supported QFC or any QFC Credit

Support that may be exercised against such Covered Party are permitted to be exercised to no

greater extent than such Default Rights could be exercised under the U.S. Special Resolution

Regime if the Supported QFC and the Facility Documents were governed by the laws of the

United States or a state of the United States. Without limitation of the foregoing, it is understood

and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no

event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit

Support.

184

771643024 22723957

(b)

As used in this Section 16.20, the following terms have the following meanings:

“BHC Act Affiliate” of a party shall mean an “affiliate” (as such term is

defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such

party.

“Covered Entity” means any of the following:

(i)

a “covered entity” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. §252.82(b);

(ii)

a “covered bank” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. §47.3(b); or

(iii)

a “covered FSI” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. §382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be

interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable.

“QFC” shall have the meaning assigned to the term “qualified financial

contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

[Signature Pages to Follow]

185

771643024 22723957

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed

by their respective officers thereunto duly authorized, as of the date first above written.

MSCC FUNDING I, LLC, as Borrower

By:

Name:

Title:

MAIN STREET CAPITAL CORPORATION, as Collateral

Manager

By:

Name:

Title:

771643024 22723957

TRUIST BANK, as Administrative Agent

By:

Name:

Title:

TRUIST BANK, as Lender and Swingline Lender

By:

Name:

Title:

APPLE BANK FOR SAVINGS, as Lender

By:

Name:

Title:

ZIONS BANCORPORATION N.A. DBA AMEGY BANK, as

Lender

By:

Name:

Title:

FIRST FINANCIAL BANK, as Lender

By:

Name:

Title:

WESTERN ALLIANCE BANK, as Lender

By:

Name:

Title:

EVERBANK, N.A., as Lender

771643024 22723957

By:

Name:

Title:

771643024 22723957

CITIBANK, N.A., as Collateral Agent

By:

Name:

Title:

CITIBANK, N.A., as Custodian

By:

Name:

Title:

VIRTUS GROUP, LP, as Collateral Administrator

By: Rocket Partners Holdings, LLC, its General

Partner

By:

Name:

Title:

CITIBANK, N.A., as Document Custodian

By:

Name:

Title:

771643024 22723957

FINAL FORM

Schedule 1

Initial Commitments and Percentages

Lender

Commitment

Percentage

Truist Bank

$300,000,000

10.4250.00000000%

Western Alliance Bank

$160,000,000

6.2526.66666667%

EverBank

$75,000,000

12.50000000%

Apple Bank

$25,000,000

4.16666667%

First Financial Bank

$25,000,000

4.16666667%

Zions Bancorporation N.A. dba

Amegy Bank

$15,000,000

2.50000000%

Total:

$240,000,000600,000,0

100%

771689339 22723957

Truist Bank$200,000,00083.33%

MAIN-2024.9.26.24-EX-99.1 Exhibit 99.1

NEWS RELEASE
Contacts:<br><br>Main Street Capital Corporation<br><br>Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com<br><br>Ryan R Nelson, CFO, rnelson@mainstcapital.com<br><br>713-350-6000<br><br>Dennard Lascar Investor Relations<br><br>Ken Dennard / ken@dennardlascar.com<br><br>Zach Vaughan / zvaughan@dennardlascar.com<br><br>713-529-6600

Main Street Announces

Amendment of its SPV Credit Facility

Total Commitments Increased to $600.0 Million

Final Maturity of the Facility Extended to September 2029

HOUSTON – October 1, 2024 – Main Street Capital Corporation (NYSE: MAIN) (“Main Street”) is

pleased to announce that its wholly-owned subsidiary, MSCC Funding I, LLC (“MSCC Funding”),

recently amended its special purpose vehicle revolving credit facility (the “SPV Facility”). The

recently closed amendment provides an increase in total commitments from $430.0 million to $600.0

million, while maintaining an expanded accordion feature that allows for an increase up to $800.0

million of total commitments from new and existing lenders on the same terms and conditions as the

existing commitments. The amendment also extends the revolving period, or reinvestment period,

through September 2027 and the final maturity date to September 2029. The amendment also

decreases the interest rate during the revolving period to one-month Term SOFR (“SOFR”) plus

2.35% (from the prior interest rate of SOFR plus 2.50% plus a 0.10% credit spread adjustment, or

SOFR plus 2.60% in total) and during the first and second years after the revolving period to SOFR

plus 2.475% and 2.60%, respectively (from the prior interest rate of SOFR plus 2.625% and 2.75%,

respectively).

ABOUT MAIN STREET CAPITAL CORPORATION

Main Street (www.mainstcapital.com) is a principal investment firm that primarily provides long-term

debt and equity capital to lower middle market companies and debt capital to middle market

companies. Main Street’s portfolio investments are typically made to support management buyouts,

recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse

industry sectors. Main Street seeks to partner with entrepreneurs, business owners and management

teams and generally provides “one stop” financing alternatives within its lower middle market

investment strategy. Main Street’s lower middle market portfolio companies generally have annual

revenues between $10 million and $150 million. Main Street’s middle market portfolio companies are

generally larger in size than its lower middle market portfolio companies.

Main Street, through its wholly owned portfolio company MSC Adviser I, LLC (“MSC Adviser”),

also maintains an asset management business through which it manages investments for external

parties. MSC Adviser is registered as an investment adviser under the Investment Advisers Act of

1940, as amended.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including but not limited to the

availability of future financing capacity under its credit facilities, which are based upon Main Street

management’s current expectations and are inherently uncertain. Any such statements other than

statements of historical fact are likely to be affected by other unknowable future events and conditions,

including elements of the future that are or are not under Main Street’s control, and that Main Street

may or may not have considered; accordingly, such statements cannot be guarantees or assurances of

any aspect of future performance. Actual performance, events and results could vary materially from

these estimates and projections of the future as a result of a number of factors, including those

described from time to time in Main Street’s filings with the Securities and Exchange Commission.

Such statements speak only as of the time when made and are based on information available to Main

Street as of the date hereof and are qualified in their entirety by this cautionary statement. Main Street

assumes no obligation to revise or update any such statement now or in the future.

8-K

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) September 26, 2024

Main Street Capital Corporation

Registrant's telephone number, including area code: 713-350-6000

Not Applicable

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 8.01. Other Events.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

#