Exhibit 10.1

ExecutionVersion

FOURTHAMENDMENTTOLOANANDSECURITYAGREEMENT ANDJOINDER

This FOURTH AMENDMENT AND JOINDER (this “Amendment”) to the Loan and SecurityAgreementreferencedbelowisenteredintoasofSeptember24,2026,byandamongLAGO EVERGREEN SPE, LLC, a Delaware limited liability company, as borrower (the “Borrower”), LAGO EVERGREEN CREDIT (f/k/a LAGO EVERGREEN CREDIT, LLC, a Delaware limited liability company), a Delaware statutory trust, as servicer (the “Servicer”) and as originator (the “Originator”), LAGO ASSET MANAGEMENT, LLC, a Delaware limited liability company, as investmentmanager(the“InvestmentManager”andcollectivelywiththeBorrower,theServicerand the Originator, each individually a “Lago Party” and collectively the “Lago Parties”), KEYBANK NATIONAL ASSOCIATION, as syndication agent (the “Syndication Agent”), as agent for the Lenders (the “Agent”) and as a lender, Axos Bank, as a lender (together with KeyBank National Association,the“ExistingLenders”),andMUFGBank,Ltd.asanewlender(the“NewLender”and togetherwiththeExistingLenders,the“Lenders”).Capitalizedtermsusedbutnototherwisedefined herein shall have the respective meanings assigned thereto in the Loan and Security Agreement.

RECITA LS:

WHEREAS,theBorrower,theServicer,theOriginator,theExistingLenders,theInvestment Manager, the Syndication Agent and the Agent are parties to that certain Loan and Security Agreement,datedasofFebruary28,2025,asamendedbytheFirstAmendmenttoLoanandSecurity Agreement, dated as of May 5, 2025, as further amended by the Second Amendment to Loan and SecurityAgreement,datedasofSeptember9,2025,andasfurtheramendedbytheThirdAmendment toLoanandSecurityAgreementandJoinder,datedasofDecember12,2025(assuchagreementmay be further amended, supplemented or otherwise modified heretofore, the “Loan and SecurityAgreement”); and

WHEREAS, pursuant to and in accordance with Section 2.14 of the Loan and Security Agreement, the Borrower has requested that the New Lender be joined to the Loan and Security Agreementonthedatehereofasa“Lender”thereunderandtheBorrowerhasagreedtosuchjoinder, subject to the terms and conditions hereof.

WHEREAS, the parties hereto have agreed to further amend the Loan and Security Agreement, as more specifically set forth herein.

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

Section1.Joinder.

(a)

By its signature below, the New Lender joins in and becomes a party to the Loan and Security Agreement with a Commitment as set forth in ScheduleC-1 to the Loan andSecurityAgreement (aftergivingeffecttotheamendmentssetforthinSection2below), and irrevocably and expressly assumes all the rights and obligations of a Lender under the LoanandSecurity AgreementandtheotherLoan Documents,and agreesto beboundbythe terms of the Loan and Security Agreement and each other Loan Document.

(b)

The New Lender hereby (i)represents and warrants that (A)it has the full powerandauthority,andhastakenallactionnecessary,toexecuteanddeliverthis

Amendment and to consummate the transactions contemplated hereby and to become a Lender,(B)itsatisfiestherequirements,ifany,specifiedintheLoanandSecurityAgreement thatarerequiredtobesatisfiedbyitinordertobecomeaLender,(C) fromandafterthedate hereof,itshallbeboundbytheprovisionsoftheLoanandSecurityAgreementandtheother Loan Documents as a Lender, and (D)it has received a copy of the Loan and Security Agreement and the other Loan Documents, together with such other documents and informationasithasdeemedappropriatetomakeitsowncreditanalysisanddecisiontoenter into thisAmendment and to provideitsCommitment on the basis ofwhichit hasmadesuch analysisanddecisionindependentlyandwithoutrelianceontheAgentoranyotherLender,

(ii) designates and appoints the Agent as its agent under the Loan and Security Agreement andtheotherLoan Documents,and authorizes the Agent to take such actionsas agenton its behalfandtoexercisesuchpowersasaredelegatedtotheAgentbythetermsoftheLoanand Security Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto, and (iii)agrees that (A)it will, independently and without relianceonthe Agent or anyotherLender, andbasedonsuch documents andinformationas it shall deem appropriate at the time, continue to make its own credit decisions in taking or nottakingactionundertheLoanandSecurityAgreementandotherLoanDocuments,and

(B)itwillperforminaccordancewiththeirtermsalloftheobligationswhichbythetermsof the Loan and Security Agreement and the other Loan Documents that are required to be performed by it as a Lender.

Section2.Amendments to the Loan and Security Agreement. The Loan and Security Agreement (including the Schedules and Exhibits) is, as of the date hereof and subject to the satisfactionoftheconditionsprecedentsetforthinSection3ofthisAmendment,herebyamendedto delete the stricken text (indicated textually in the same manner as the following example: strickentext) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the pages of the Loan and Security Agreement attached as Annex Ihereto.

Section3.Conditions Precedent. This Amendment shall become effective as of the date hereof,subjecttothedeliveryofthisAmendment,executedanddeliveredbydulyauthorizedofficers of the parties hereto.

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Section4.RepresentationsandWarranties.EachLagoPartyrepresentsandwarrantsthat:

(a)

eachoftheconditionssetforthinSection2.14andSection3.3oftheLoanand Security Agreement is satisfied;

(b)

ithasthepowerandisdulyauthorizedtoexecuteanddeliverthisAmendment;

(c)

this Amendment has been duly authorized, executed and delivered by all necessary limited liability company action (or equivalent) on its part;

(d)

this Amendment and each other Loan Document entered into constitutes its legal,validandbindingobligation,enforceableagainstitinaccordancewithitsterms,except asenforceabilitymaybelimitedbyapplicablebankruptcy,insolvency,reorganization, moratoriumorsimilarlawsaffectingtheenforcementofcreditors’rightsgenerallyorby general principles of equity;

(e)

it is and will continue to be duly authorized to perform its respective obligations under the Loan Documents and this Amendment (including, with respect to LAGOEvergreenCredit, itsobligationsenteredintoasLAGO EvergreenCredit,LLC);and

(f)

both before and after giving effect to this Amendment (x) the covenants, representations and warranties of such party (including, with respect to LAGO Evergreen Credit,itscovenants,representationsandwarrantiesmadeasLAGOEvergreenCredit,LLC) set forth in the Loan and Security Agreement, as amended hereby, and the other Loan Documents are true and correct as though made on and as of the date hereof (except to the extent any such representations and warranties specifically relate to an earlier date, in which casethey aretrue and correct asofsuchdate)and (y) noeventorcircumstancehasoccurred and is continuing which constitutes an Event of Default or a Servicer Termination Event or which would, with thepassage oftimeorthegiving ofnoticeor both, constitute anEvent of Default or a Servicer Termination Event.

Section5.Headings.TheheadingsofthevariousSectionsofthisAmendmenthavebeen inserted for convenience of reference only and shall not be deemed to be part of this Amendment.

Section6.Limited Amendment;Effecton Loan andSecurityAgreement. This Amendmentislimitedpreciselyaswrittenandshallnotbedeemedto(a)beaconsenttoawaiverof any other term or condition of the Loan and Security Agreement, the other Loan Documents or any ofthedocumentsreferredtothereinorexecutedinconnectiontherewithor(b)prejudiceanyrightor rights that the Agent, any Lender or Syndication Agent may now have or may havein the future under or in connection with the Loan and Security Agreement, the other Loan Documents or any documents referred to therein or executed in connection therewith. Except as hereby amended, no otherterm,conditionorprovisionoftheLoanandSecurityAgreementshallbedeemedmodifiedor amended, the Loan and Security Agreement, as amended hereby, is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms and this Amendment shall not be considered a novation. Each reference in the Loan and Security Agreement to “this Agreement”,“hereunder”, “hereof” or words of like import shall mean the Loan and Security AgreementasamendedbythisAmendment,andeachreferenceinanyother

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LoanDocumentto“the LoanandSecurityAgreement”,“thereunder”,“thereof”orwordsoflikeimport,referringtotheLoan and Security Agreement, shall mean and be a reference to the Loan and Security Agreement as amended hereby.

Section7.Construction;Severability.ThisAmendmentisadocumentexecutedpursuant to the Loan and Security Agreement and shall (unless otherwise expressly indicated therein) be construed,administeredorappliedinaccordancewiththetermsandprovisionsthereof.Ifanyoneor moreofthecovenants,agreements,provisionsortermsofthisAmendmentshallbeheldinvalidina jurisdiction for any reason whatsoever, then, in such jurisdiction, such covenants, agreements, provisionsortermsshallbedeemedseverablefromtheremainingcovenants,agreements,provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Amendment.

Section8.Execution in Counterparts; Integration. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic mail in .pdf format shall be effective as delivery of a manually executed counterpart of this Amendment.

Section9.Governing Law. This Amendment shall be governed and construed in accordance with the applicable terms and provisions of Section 13 of the Loan and Security Agreement, which terms and provisions are incorporated herein by reference.

Section10.Successor and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties to the Loan and Security Agreement and their respective successors and assigns.

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INWITNESS WHEREOF,the partiesheretohavecaused thisFourthAmendmentto theLoanandSecurityAgreementtobedulyexecutedbytheirrespectiveauthorizedofficers as of the day and yearfirst written above.

[FourthAmendmentand joindertoLoanandSecurityAgreement]

[FourthAmendmentand joindertoLoanandSecurityAgreement]

[FourthAmendmentand joindertoLoanandSecurityAgreement]

[FourthAmendmentand joindertoLoanandSecurityAgreement]

Annex I

[Attached]

ConformedthroughtheFirstAmendmentdatedMay5,2025,

theSecondAmendmentdatedSeptember9,2025,

theThirdAmendmentdatedDecember12,2025,and

theFourthAmendment,datedSeptember24,2026

ExecutionVersion

LOANANDSECURITYAGREEMENT

byandamong

LAGOEVERGREENSPE,LLC

asBorrower,

LAGOASSETMANAGEMENT,LLC

as the Investment Manager,

LAGOEVERGREENCREDIT,LLC,

astheOriginatorandServicer,

THELENDERSTHATARESIGNATORIESHERETO

astheLenders,

and

KEYBANKNATIONALASSOCIATION

astheSyndicationAgentandAgent,

DatedasofFebruary28,2025

i

ii

iii

iv

v

EXHIBITS AND SCHEDULES

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LOANANDSECURITYAGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of February 28, 2025, between and among, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), KEYBANK NATIONAL ASSOCIATION, a national banking association, as the arranger and Agent for the Lenders (“Agent”),LAGOEVERGREENSPE,LLC,aDelawarelimitedliabilitycompany(“Borrower”), LAGO ASSET MANAGEMENT LLC, a Delaware limited liabilitycompany, as the investment manager(“InvestmentManager”)and LAGOEVERGREENCREDIT,LLC,aDelawarelimited liability company, as the originator (in such capacity, the “Originator”) and as the servicer (in such capacity, the “Servicer”).

Thepartiesagreeasfollows:

1.

DEFINITIONSANDCONSTRUCTION.

1.1 Definitions. AsusedinthisAgreement,thefollowingtermsshallhavethe following definitions:

“Account”meansanaccount(asthattermisdefinedintheCode).

“Account Debtor” means any Person who is obligated under, with respect to, or on accountof,anAccount,chattelpaperoraGeneralIntangible,orisadebtorunder,oramakerof, a Note Receivable, including any guarantor thereof.

“Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

“AdditionalDocuments”hasthemeaningsetforthinSection4.4(c).

“Administration and Fund Services Agreement” means that certain Administration and FundServicesAgreementdatedasofAugust18,2024,byandamongtheFund,BIPCapital, LLCasadministratorandInvestmentManagerasadvisor

“Advance”means arevolvingloanadvancemadebyaLenderto theBorrowerunderand inaccordancewiththetermshereof,including,withoutlimitation,aPost-TerminationRevolving Note Receivable Funding.

“AdvanceRate”means:

(a)

at anytime that there are twelve (12) or fewer Account Debtors (that are notAffiliates)withrespecttotheEligibleNoteReceivablesincludedintheBorrowerCollateral, 45%;

(b)

at any time that there are thirteen (13) ormore Account Debtors (that are not Affiliates) but no more than twenty (20) unaffiliated Account Debtors with respect to the Eligible Note Receivables included in the Borrower Collateral, 50%; and

(c)

at anytime that there are twenty-one (21) or more Account Debtors (that are not Affiliates) with respect to the Eligible Note Receivables included in the Borrower Collateral, 55%.

“AffectedLender”hasthemeaningsetforthinSection2.11(b).

“Affiliate” means, as applied to any Person, any other Person who, directly orindirectly through one or moreintermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise; provided, however, that, in any event: (a) any Person which owns directlyor indirectly20% or moreoftheStockhavingordinaryvotingpowerfortheelectionofdirectorsorothermembersof the governing body of a Person or 20% or more of the partnership, membership or other ownership interests ofa Person (other than as a limited partner ofsuch Person) shall bedeemed tocontrolsuchPerson,(b)eachdirector(orcomparablemanager)ofaPersonshallbedeemedto be an Affiliate of such Person, and (c) each partnership or joint venture in which a Person is a partner or joint venturer shall be deemed to be an Affiliate of such Person; provided further, notwithstanding the foregoing, a Person shall notbe deemed to be an “Affiliate” of an Account Debtor solely because such Person is under the common ownership or control of the same Financial Sponsor or Affiliate thereof as such Account Debtor.

“Agent” means KeyBank, solely in its capacity as agent for the Lenders hereunder, and any successor thereto.

“Agent Fee Letter” means that certain Agent Fee Letter dated as of the Closing Date between the Borrower and the Agent.

“Agent-Related Persons” means Agent together with its Affiliates, officers, directors, employees, and agents.

“Agent’s Account” means an account at a bank designated byAgent from time to time as the account into which Borrower shall make all payments to Agent for the benefit ofthe Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement andtheotherLoanDocuments;unlessanduntilAgentnotifiesBorrowerandtheLenderGroup tothecontrary,Agent’sAccountshallbethatcertaindepositaccountbearingaccount numberXXXXXXXXXXXXatKeyBank,ABAnumberXXXXXXXXX,accountname KeyBankNA,REF:LasOperations,andallpaymentsbyBorroweroranymemberofthe LenderGrouptosuchdepositaccountshallbedesignated:“Creditto:KeyBank,Re:Lago Evergreen SPE, LLC.”

“Agent’s Liens” means the Liens granted by Borrower to Agent for the benefit of the Lender Group under this Agreement or the other Loan Documents.

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“Agreement”hasthemeaningsetforthinthepreamblehereto.

“Aggregate Outstanding Note Receivable Balance” means on any day, the Outstanding Note Receivable Balance of all Eligible Note Receivables.

“Aggregate Unfunded Amount” means, at any time, (a) for each Revolving Note Receivable, the sum of the products for each Revolving Note Receivable of (x) the aggregate unfunded commitment (after giving effect to any borrowing base or collateral tests or other restrictions on availability) under such Revolving Note Receivable at such time times(y) (i) during the Revolving Credit Availability Period, the applicable Advance Rate and (ii) on and after the Termination Date, one (1) and (b) for each Delayed Draw Term Note Receivable, (i) during the Revolving Credit Availability Period, as of any date of determination, during a specified term where any required future milestone or condition is satisfied or projected to be satisfied within the next six (6) calendar months as reasonably determined by the Investment Manager, the unfunded available commitment of the Borrower with respect to such Delayed Draw Term Note Receivable and (ii) during the Amortization Period, as of any date of determination, during a specified term where any required future milestone or condition is satisfied or projected to be satisfied within the next twelve (12) calendar months as reasonably determined by the Investment Manager, the unfunded available commitment of Borrower with respect to such Delayed Draw Term Note Receivable, in either case, times(x) during the Revolving Credit Availability Period, the applicable Advance Rate and (y) on and after the Termination Date, one (1); provided, however, the Aggregate Unfunded Amount shall not includeanyunfundedcommitmentunderanyRevolvingNoteReceivableorDelayedDrawTerm Loan to the extent Originator has purchased a participation in such unfunded commitment under the Master Participation Agreement.

“Amortization Commencement Date” means the day immediately following the end of the Revolving Credit Availability Period.

“Amortization Period” means the period commencing on the Amortization Commencement Date and ending on the earlier of (a) payment in full of the Obligations, or (b) February 28, 2030, unless otherwise extended by the Agent in its sole discretion.

“ApplicableMargin”means,withrespecttoanyAdvancesoutstanding, arateperannum equal to (a) 3.75% during the Ramp-Up Period, (b) 3.25% after the Ramp-Up Period but during the Revolving Credit AvailabilityPeriod, and (c) 4.00% during the Amortization Period.

“Approved Forms” means the standard forms of Note Receivable Documents, including any loan application, promissory note, loan agreement, lien instrument, security agreement, guaranty, and related documents used by the Originator in the conduct of its business with its borrowers, and substantially similar in scope and content as the forms attached as an exhibit to the Closing Certificate, which forms shall be in form and substance reasonably satisfactory to Agent, together with such changes and modifications or additions thereto from time to time as the Originator mayapprove from time to time in accordance with the Required Procedures.

“Approved Third-PartyOriginator”means abank, commercial financecompanyorother institutional lender listed on Schedule A, any bank, commercial finance company or other institutionallenderthatis aSubsidiaryof,orafundcontrolledby,aPersonlistedonScheduleA

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and that targets the samemarket segment of thelendingbusiness as suchBorrower, oranyother bank, commercial finance companyorotherinstitutionallenderapprovedbyAgentfromtimeto time in its Permitted Discretion.

“ARR”means,thesumofthemonthlyRecurringRevenueforthethree(3)mostrecently ended months divided by three (3) and multiplied by twelve (12).

“Asset Coverage Ratio” means, with respect to the Originator, the ratio, determined on a consolidated basis, without duplication, of (a) the fair market value of the total assets of the Originator and its Subsidiaries, less all liabilities (other than indebtedness) of the Originator and its Subsidiaries (determined on a consolidated basis and in accordance with GAAP, for OriginatoranditsSubsidiaries,withoutduplication),to(b)theaggregateamountofindebtedness of the Originator and its Subsidiaries.

“AssetQualityTest”meansas ofanydate, atestwhich issatisfied solongaseachofthe following are true with respect to the Eligible Note Receivables: (i) the Weighted Average Remaining Maturity of the Eligible Note Receivables is less than or equal to thirty-six (36) months as of such date, (ii) the Weighted Average Spread on the Eligible Note Receivables is equal to or greater than 6.00% as of such date, (iii) the Weighted Average Internal Risk Rating assigned to the Eligible Note Receivables is equal to or better than 3.75 under the Required Procedures, (iv) the Weighted Average LTV for all Recurring Revenue Note Receivable andEnterprise Value Note Receivable Account Debtors shall not exceed 25.0%, (v) the Weighted Average Interest-Only Period of the Eligible Note Receivables is less than or equal to eighteen (18) months as of such date, (vi) the weighted average ARR of the Eligible Note Receivables is equal to or greater than $5,000,000, (vii) the weighted average Loan to ARR Ratio of the Recurring Revenue Note Receivables is equal to or less than 1.00xand, (viii) the weighted average TTM Revenue is equal to or greater than $7,500,000, (ix) the Weighted Average LTVforMiddleMarketNoteReceivableAccountDebtorsshallnotexceed35%and(x)theWeightedAverage Total Debt Ratio for Middle Market Note Receivables is equal to or less than 3.25x.

“Assignee”hasthemeaningsetforthinSection14.1(a).

“AssignmentandAcceptance”meansanAssignmentandAcceptancesubstantiallyinthe form of Exhibit A.

“Authorized Person” means (a) with respect to Borrower, any of Tim Gottfried or HeatherLaFreniere,(b)withrespecttotheOriginator,TimGottfriedorHeatherLaFreniere,(c) with respect to the Servicer, Tim Gottfried or Heather La Freniere and (d) with respect to the Investment Manager, Tim Gottfried or Heather La Freniere; provided, that for purposes of this Agreement, no individual who is an Authorized Person shall cease to be an Authorized Person, and no individual who is not then an Authorized Person shall become an Authorized Person, unlessanduntilAgenthasreceivedwrittennoticeofsuchchangefromBorrower,theOriginator, theServicerortheInvestmentManager,asapplicable,andinthecaseofanindividualbecoming an Authorized Person such individual has qualifications and experience substantially similar to the Authorized Person being replaced and Agent has completed a background check on such proposed new Authorized Person with the results of such background check beingacceptableto Agent in its Permitted Discretion.

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“Available Amount” means, on any Business Day during the Revolving Credit Availability Period, the amount equal to the (i) the Maximum Availability minus(ii) the aggregateAdvancesoutstandingonsuchday;provided,however,thatfollowingtheTermination Date, the Available Amount shall be zero.

“AvailableCollections”hasthemeaninggiventosuchterminSection2.4.

“AvailableTenor”means,asofanydateofdeterminationandwithrespecttothe then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,ineachcase,asofsuchdateandnotincluding,fortheavoidanceofdoubt,anytenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.13.

“BankruptcyCode”meanstitle11oftheUnitedStatesCode,asineffectfromtimeto time.

“BDCReorganization”meansthemergeroftheOriginatorwithandintoLagoEvergreen Credit,aDelawarestatutorytrust.

“BDCTransitionDate”meansMarch31,2025.

“Benchmark” means, initially, the Term SOFR Reference Rate; providedthat if a Benchmark Transition Event has occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark”means the applicable BenchmarkReplacement tothe extentthat such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.13.

"BenchmarkDeterminationDate"shallmean,initially,theClosingDate,andthentwo (2) Business Days prior to each Collection Period thereafter; providedthat if any Benchmark Determination Date is not a U.S. Government Securities Business Day, the rate applicable on such Benchmark Determination Date shall be the rate for the immediately preceding U.S. Government Securities Business Day; provided, further, however, that if as of 5:00 p.m. (New York Citytime) on anyBenchmark Determination Date 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 longassuchfirstprecedingU.S.GovernmentSecuritiesBusinessDayisnotmorethanthree U.S.GovernmentSecuritiesBusinessDayspriortosuchBenchmarkDeterminationDate.

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Agent giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a ratebytheRelevant Governmental Bodyor (ii) anyevolving or then-prevailing market convention for determining a benchmark rate as a replacement to the

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then-current Benchmark for Dollar-denominated syndicated or bilateral credit facilities at such time and (b)the related BenchmarkReplacement Adjustment; providedthat,ifsuch Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-currentBenchmarkwithanUnadjustedBenchmarkReplacement,thespreadadjustment,or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining suchspread adjustment, forthe replacement ofsuch Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“BenchmarkReplacement Date”means the earliest tooccurofthefollowingeventswith respect to the then-current Benchmark:

(1) in thecaseofclause(1)or(2)ofthedefinition of“BenchmarkTransitionEvent”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) thedate on which the administrator ofsuch Benchmark (orthepublishedcomponentused in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has beendeterminedandannouncedbyoronbehalfoftheadministratorofsuchBenchmark(orsuch component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to benon-representativeornon-compliant with ornon-alignedwith the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; providedthat such non-representativeness, non-compliance or non-alignment will be determined byreference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will bedeemedtohave occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator ofsuchBenchmark(orthepublishedcomponentusedinthecalculationthereof)announcingthat such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; providedthat, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark(orsuchcomponent),whichstatesthattheadministratorofsuchBenchmark(orsuch component)hasceasedorwillceasetoprovideallAvailableTenorsofsuchBenchmark(orsuch component thereof) permanently or indefinitely; providedthat, at the time of such statement or publication,thereisnosuccessoradministratorthatwillcontinuetoprovideanyAvailableTenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcingthatallAvailableTenorsofsuchBenchmark(orsuchcomponentthereof)arenot,or as of aspecified futuredate will not be, representative or in compliancewith oraligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark TransitionStart Date”means,inthe caseof a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90thday prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan DocumentinaccordancewithSection2.13and(b)endingatthetimethataBenchmark

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Replacementhas replacedthethen-current Benchmark for allpurposeshereunder andunder any Loan Document in accordance with Section 2.13.

“Benefit Plan”means a “definedbenefit plan” (asdefined inSection3(35) of ERISA)or “multiemployer plan” (as defined in ERISA Sections 3(37) and 4001(a)(3)) for which Borrower or ERISA Affiliate of Borrower has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.

“BoardofDirectors”meanstheboardofdirectors(orcomparablemanagersormanaging members) of a Person or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers or managing members).

“Books” means all of Borrower’s now owned or hereafter acquired books and records (including all of its Records indicating, summarizing, or evidencing its assets (including the Collateral)orliabilities,allofBorrower’sRecordsrelatingtoitsbusinessoperationsorfinancial condition, and all of its goods or General Intangibles related to such information).

“Borrower”hasthemeaningsetforthinthepreambletothisAgreement.

“Borrower Collateral” means all of Borrower’s now owned or hereafter acquired right, title, and interest in and to all property, including, without limitation, each of the following:

(a)

allofitsAccounts,

(b)

allofitsBooks,

(c)

allofitscommercialtortclaims,

(d)

allofitsDepositAccounts,

(e)

all of its Equipment,

(f)

allofitsGeneralIntangibles,

(g)

all of its Inventory,

(h)

allofitsInvestmentProperty(includingall ofitssecuritiesandSecurities Accounts),

(i)

allofitsNegotiableCollateral,includingallofitsNoteReceivables,

(j)

allofitsIntellectualProperty,

(k)

allofitsSupportingObligations,

(l)

allof itsSupplemental Interests,

(m)

money or other assets of Borrower that now or hereafter come into the possession, custody, or control of Agent or any Lender, and

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(n)

the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance covering anyor all of the foregoing, and anyand all Accounts, Books, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Property,NegotiableCollateral,RealProperty,SupportingObligations,money,orothertangible orintangiblepropertyresultingfromthesale,exchange,collection,orotherdispositionofanyof the foregoing, or anyportion thereof or interest therein, and the proceeds thereof.

“Borrowing Base” means on any date of determination, the sum of (i) (x) the difference of (a) the Aggregate Outstanding Note Receivable Balance as of such date less(b) the Excess Concentration Amount as of such date times(y) the Advance Rate, plus(ii) the amount of cash and cash equivalents constituting Principal Collections held in the Collection Account.

“Borrowing BaseCertificate”means a certificateinthe formofExhibitB,whichhasthe applicable Borrowing Base Report attached thereto.

“Borrowing Base Report” means a report including a detailed calculation of the Borrowing Base, in form and substance satisfactory to Agent.

“Burn Rate” means, with respect to any Account Debtor, all proceeds deducted by all outflows, excluding debt/equity inflows, averaged for a period as will be determined by the Investment Manager.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York.

“Capital Commitment Required Amount” means an amount equal to (a) the Aggregate Outstanding Note Receivable Balance of the Borrower’s two (2) largest Account Debtors (includingaffiliatedAccountDebtors)minustheamountanyExcessConcentrationapplicableto such Note Receivables multipliedby (b) the Advance Rate then in effect.

“Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“CashEquivalents”means(a)marketabledirectobligationsissuedby,orunconditionally guaranteed by,theUnitedStates orissuedbyanyagencythereofandbackedbythefullfaithand credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturingwithin1yearfromthedateofacquisitionthereofand,atthetimeofacquisition,having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued byanybank organized under the laws of the United States oranystate thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above,or(ii)anyotherbankorganizedunder

9

thelawsoftheUnitedStatesoranystatethereofso long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of not less than $1,000,000,000, having a term of not more than seven days, withrespecttosecuritiessatisfyingthecriteriainclauses(a)or(d)above,(g)debtsecuritieswith maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in moneymarket funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“Cash Management Account” means an account established for receipt of Collections at a Cash Management Bank.

“CashManagementAgreements”means(i)priortotheBDCTransitionDate,theSub-Servicing Agreement and (ii) on an after the BDC Transition Date, any cash managementagreement, paying agent agreement and/or collateral agent agreement, in form and substancesatisfactory to Agent, amongthe Paying Agent Agreement dated May 5, 2025 between theBorrower, Agent, and U.S. Bank National AssociationAlter Domus (US) LLC.

“CashManagementBank”hasthemeaningsetforthinSection2.6(a).

“Cash Management Services” means any cash management or related services including treasury,depository,returnitems,overdraft,controlleddisbursement,merchantstorevaluecards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.

“Cash Runway” means (a) the sum of an Account Debtor’s unrestricted cash and cash equivalents divided by (b) the Burn Rate.

“Cash Runway Analysis” means an analytical spreadsheet prepared bythe Originator or Investment Manager, reflecting the most recent qualitative and quantitative analysis of each Account Debtor’s remaining Cash Runway, loan to value and compliance with the terms of its loan agreement with the Borrower.

“Change of Control” means any of the following: (a) Tim Gottfried and Heather La Freniere cease to directly own and control 51% of the outstanding capital Stock of the Investment Manager; (b) the Originator ceases to directly own and control 100% of the outstanding capital Stock of Borrower; (c) the Originator or parties designated or appointed by the Originator cease to be the only Manager(s) (as defined in the Governing Documents of the Borrower) of Borrower; (d) prior to the BDC Reorganization any person or group of persons (within the meaning of the Securities Exchange Act of 1934) shall have acquired beneficial ownership(withinthemeaningofRule13d-3promulgatedbytheSecuritiesandExchange CommissionundertheSecuritiesExchangeActof1934)oftwentypercent(20%)ormoreofthe issued and outstanding shares of capital Stock of the Originator having the right to vote for the election of directors of the Originator under ordinary circumstances; or (e) except as a result of the BDC Reorganization, during any period of twelve consecutive calendar months, individuals whoatthebeginningofsuchperiod

10

constitutedtheboardofdirectorsoftheOriginator(together with any new directors whose election by the board of directors of the Originator or whose nomination for election by the stockholders of the Originator was approved bya vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason other than death or disabilityto constitute a majorityof the directors then in office.

“ClosingCertificates”meanscertificatesfrom:

(a)

an Authorized Person of Borrower, dated as of the Closing Date, in form and substance satisfactoryto Agent, certifying the following: (i) each of the representations and warranties of Borrower contained in Section 5of this Agreement is true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Change) or in all material respects (in the case of any representation or warranty not qualified bymaterialityor a Material Adverse Change) on and as of theClosing Date (except to theextentanysuchrepresentation orwarrantywasexpresslymadeonlyas ofaspecifieddate,in which case such representation or warranty was true and correct as of such date); (ii) no event has occurred and is continuing as of the Closing Date that constitutes a Default or an Event of Default; (iii) immediately before and after giving effect to the Indebtedness incurred or maintained under this Agreement and the other transactions contemplated by this Agreement, Borrower will be Solvent, and (viv) attachedthereto aretrue, correct and complete copies ofthe Required Procedures and the Approved Forms;

(b)

an Authorized Person of the Originator, dated as of the Closing Date, in form and substance satisfactory to Agent, certifying the following: (i) all tax returns required to be filed by the Originator have been timely filed and all taxes upon the Originator or its properties,assets,income,andfranchises(includingRealPropertytaxes,salestaxes,andpayroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest or the nonpayment of which could not reasonably be expected to result in a Material AdverseChange, (ii) as of the ClosingDate, theOriginator has a Tangible Net Worth of not less than $65,000,000; and (iii) attached thereto is true, correct and complete copies of the Originator’sunauditedconsolidatedbalancesheet,incomestatementandstatementofcashflows covering the Originator’s and its Subsidiaries’ operations for its fiscal quarter ended December 31, 2024 and the fiscal year-to dateyear-to-dateperiod ending thereon; and

(c)

an Authorized Person of Investment Manager, dated as of the Closing Date, in form and substance satisfactoryto Agent, certifying the following: (i) as of the Closing Date, InvestmentManagerhas aTangibleNet Worth ofnotlessthan$500,000,and(ii)attached thereto is true, correct and complete copies of Investment Manager’s unaudited consolidated balance sheet, income statement and statement of cash flows covering Investment Manager’s operations for its fiscal quarter ended December 31, 2024 and thefiscal year-todateyear-to-dateperiod ending thereon.

“ClosingDate”meansFebruary28,2025.

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“Code” means the New York UniformCommercialCode, as in effect from timetotime; provided, however,thatintheeventthat,byreasonofmandatoryprovisionsoflaw,anyorallof theattachment,perfection,priority,orremedieswithrespecttoAgent’sLienonanyCollateralis governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

“Collateral”meanstheBorrowerCollateralandallotherassetsandinterestsinassetsand proceeds thereof now owned or hereafter acquired by Borrower in or upon which a Lien is granted or purported to be granted in favor of the Agent under anyof the Loan Documents.

“CollateralCustodian”means(i)priortotheBDCTransitionDate,BIPCapital,LLCand (ii)onandaftertheBDCTransitionDate,U.S.BankNationalAssociation,ineachcasesolelyin its capacity as the Person appointed as the collateral custodian for Agent, pursuant to the Custodial Agreement to hold electronic copies of the Note Receivables and certain other documentstobedeliveredunderthisAgreementortheCustodialAgreementforAgent’sbenefit, or any replacement for such Person acceptable to both Borrower and Agent or otherwise appointed pursuant to the terms of the Custodial Agreement. .

“Collateral Custodian Fee”means anyfeepayabletothe applicableCollateralCustodian in accordance with the applicable Custodial Agreement.

“Collection Account” means the deposit account no. 769681133187 of the Borrower, established at a Collection Account Bank, pledged to, and subject to a Control Agreement in favor of Agent, to which all Collections payable to Borrower in connection with Note Receivables owed by an Account Debtor shall be deposited.

“Collection Account Bank” means KeyBank, or such other commercial bank acceptable to Agent in its Permitted Discretion.

“CollectionPeriod”meansaperiodcommencingonthefirstdayofacalendarmonthand ending on the last day of such calendar month.

“Collections” means all cash, checks, notes, instruments, and other items of payment (including proceeds of cash sales, rental proceeds, warrant proceeds, and tax refund payments) and repayments and prepayments of principal, interest, fees, penalties, payments under policies of title, hazard or other insurance, payments under supporting obligations and other payments paid with respect to or in connection with Note Receivables or Note Receivable Documents.

“Commercial Tort Claim Assignment” has the meaning set forth in Section 4.4(b). “Commitment”means,withrespecttoeachLender,theaggregatecommitmentofsuchLenderto make Advances and, with respect to all Lenders, the aggregate commitments of all Lenders to make Advances, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to whichsuchLender became a Lender hereunder,assuchamountsmay be reducedor increased from time to time pursuant to assignments made in accordance with the provisions of Section14.1.

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“Commitment Termination Date” means February 28, 2028, as such date may be extended pursuant to Section 2.2(b).

“Commitment Termination Fee” has the meaning set forth in the Lender Fee Letter.“Competitor”meansanyPersonengagedin thebusinessofprovidingloans toborrowers similar to the Account Debtors and any other Persons identified by name by the Borrower (by writtennotice to the Agent), and agreed to byAgent in itsPermittedDiscretion,that isprimarily engaged in substantially similar business operations as the Loan Parties; provided that any additional designation permitted by the foregoing shall not apply retroactively to any prior assignment to any Lender permitted hereunder at the time of such assignment.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C executed and delivered to Agent byan Authorized Person of Borrower or an Authorized Person of the Originator, as applicable.

“ConcentrationTestBalance”meansonanydate(i)duringaRamp-UpPeriod, $100,000,000and(ii)followingaRamp-UpPeriod,theAggregateOutstandingNoteReceivable Balance on such date.

“ConfidentialInformation”hasthemeaningsetforthinSection17.9(a).

“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 “Benchmark,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest 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 and other technical, administrative or operational matters) that theAgent decides (in consultation with theBorrower) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administrativelyfeasibleoriftheAgentdeterminesthatnomarketpracticefortheadministration ofanysuchrateexists,insuchothermannerofadministrationastheAgentdecidesisreasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Control Agreement” means a control agreement, in form and substance satisfactory to Agent, executed and delivered by Borrower, Agent, and the applicable securities intermediary (withrespecttoaSecuritiesAccount)ortheCollectionAccountBank,(withrespecttoaDeposit Account).

“Control Position Note Receivable” means any Note Receivable with respect to which the Originator or one or more of its Affiliates either (i) individually or collectively hold greater than 50% of the voting interests with regard to such Note Receivable and the related loan documents, (ii) hold a minority blocking interest such that decisions with regard to such Note Receivable under the related loan documents regarding material consents, amendments, waivers or approvals require the Originator and/or its Affiliates’ vote, or (iii) hold rights to determine, direct and/or implement enforcement action in respect thereof.

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“CovenantParties”hasthemeaningsetforthinArticleVI.

“Credit and Collection Policies and Procedures” means those certain policies and procedures of the Investment Manager entitled “Investment Policies & Procedures”, in the form delivered to Agent and approved by Agent on or prior to the Closing Date and attached to the Closing Certificate, as amended from time to time in accordance with the Investment Management Agreement; provided, however, that no material change to the Credit and Collection Policies and Procedures as in effect on the Closing Date shall be effective unless (a) Agent and Borrower have each received at least ten (10) Business Days prior written notice of suchchangeand,(b)ifeitherAgentintheexerciseofitsPermittedDiscretion,orBorrowerinits reasonable discretion, believes that such change could reasonablybe expected to have a material adverse effect upon the quality or value of the Eligible Note Receivables or the collectability of anyNoteReceivableortheAdvancesthereon,suchchangehasthepriorwrittenapprovalofboth Agent and Borrower; provided further, that (i) each of Agent and Borrower shall use reasonable efforts to notify the Investment Manager of any objection it has to any such proposed change within ten (10) Business Days following its receipt of notice thereof from the Investment Manager, but failure by Agent or Borrower to do so shall not be deemed to be a consent to or approvalofsuchchange,and(ii)if,aftertheexpirationofsuchten(10)BusinessDayperiod,the InvestmentManagerhasprovidedtoeachofAgentandBorrowerasecondwrittennoticeofsuch proposed change and received acknowledgment of Agent’s and Borrower’s receipt thereof, then each of Agent and Borrower shall be deemed to have consented to such proposed changeunless either Agent or Borrower has notified the Investment Manager of its objection thereto within twenty(20) days following its receipt of such second notice from the Investment Manager.

“CreditProtectionLaws”meansallfederal,stateandlocallawsinrespectofthebusiness of extending credit to borrowers, including without limitation, the Truth in Lending Act (and RegulationZpromulgatedthereunder),EqualCreditOpportunityAct,FairCreditReportingAct, Fair Debt Collection Practices Act, Gramm-Leach-Bliley Financial Privacy Act, Real Estate Settlement Procedures Act, Home Mortgage Disclosure Act, Fair Housing Act, antidiscrimination and fair lending laws, laws relating to servicing procedures or maximum charges and rates of interest, and other similar laws, each to the extent applicable, and all applicable regulations in respect of any of the foregoing.

“Custodial Agreement” means (i) prior to the BDC Transition Date, the Custodial Agreement dated as of the Closing Date by and among the Fund, the Agent and BIP Capital, LLC,and(ii)onandaftertheBDCTransitionDate,acustodialagreementdatednolaterthanthe BDCTransitionDateby andamongtheBorrower,theFund,U.S.BankNationalAssociation, andtheAgent,ineachcaseasmodified,amendedsupplemented,replacedorrestated,fromtime to time.

“Daily Balance” means, with respect to each day during the term of this Agreement, the aggregateoutstanding amount of all Advances or Obligations, asthe context requires, at the end of such day.

“Data Tape” means a tape or other electronic file on each Note Receivable and the collateral therefor as of the most recent month end, which format and included data shall be acceptable to and agreed upon by the Agent.

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“Default” means an event or condition that, but for the givingofnotice or thepassage of time, or both, would constitute an Event of Default.

“DefaultRate”hasthemeaningsetforthinSection2.5(b).

“Default Ratio”means, as of anydatedetermination, theratio,expressedas apercentage and rounded to the nearest 1/100th of one percent (1%), computed as of the last day of each Collection Period by dividing (a) the Aggregate Outstanding Note Receivable Balance with respect to all Note Receivables that became Defaulted Note Receivables during such Collection Period (excluding Defaulted Note Receivables that are repurchased or substituted by the Originator pursuant to the Purchase and Contribution Agreement or this Agreement) by (b) the average Aggregate Outstanding Note Receivable Balance during such Collection Period.

“Defaulted Note Receivable” means any Note Receivable (a) with respect to which any payment thereunder remains outstanding and unpaid, in whole or in part, more than fifteen (15) days past the date it became due and payable according to the original face and tenor of such Note Receivable or as extended in accordance with theRequired Procedures, (b) with respect to which the Account Debtor is subject to an InsolvencyProceeding or is generallyunable to meet itsfinancialobligationsasandwhentheybecomedueor(c)thathasbeencharged-offordeemed non-collectible bythe Borrower or the Servicer, in accordance with the Required Procedures.

“Defaulting Lender” means any Lender that (a) has failed to fund any amounts required to be funded by it under the Agreement on the date that it is required to do so under this Agreement, (b) notified the Borrower, Agent, or anyLender in writing that it does not intend to comply with all or any portion of its funding obligations under this Agreement, (c) has made a publicstatement to theeffectthat itdoes notintend tocomplywithitsfundingobligationsunder this Agreement or under other agreements generally(as reasonablydetermined byAgent) under which it has committed to extend credit, (d) failed, within 1 Business Day after written request by Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund anyamounts required to be funded byitunderthis Agreement, (e)otherwise failed to payover to Agent or anyother Lender anyother amount required to bepaid byitunder thisAgreementonthedatethatitisrequiredtodosounderthisAgreement,or(f)(i)becomesor is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken anyaction in furtherance of, or indicating its consent to, approvaloforacquiescenceinanysuchproceedingorappointmentorhasaparentcompanythat has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in anysuch proceeding or appointment.

“DefaultingLenderRate”meanstheBenchmarkplustheApplicableMargin.

“Delayed Draw Term Note Receivable” means each commercial loan made by the Originator that (a) is secured by a valid first priority security interest or lien on specified collateral,(b)theAccountDebtorisanEligibleAccountDebtor,(c)requiresOriginatortomake one or more future advances to the Account Debtor under the Note Receivable Documents evidencing, guaranteeing, securing, governing or giving rise to such commercial loan, (d) specifies a maximum

15

amount that can be borrowed on or prior to one or more fixed borrowing dates, (e) does not permit the re-borrowing of any amount previously repaid by the Account Debtor thereunder, provided that anysuch commercial loan will be a Delayed Draw Term Note Receivable only to the extent of undrawn commitments and solelyuntil all commitments bythe Originator to make advances on such commercial loan to the Account Debtor under the Note Receivable Documents expire or are terminated or are reduced to zero and (f) was underwritten as a “Delayed Draw Term Note Receivable” in accordance with the Required Procedures and is identified on the books of the Servicer as such.

“DepositAccount”meansanydepositaccount(asthattermisdefinedintheCode). “Determination Date” means the last day of each calendar month.

“Discretionary Sale” is defined in Section 2.15. “DiscretionarySaleNotice”isdefinedinSection2.15.

“DiscretionarySaleSettlement Date”means the BusinessDayspecifiedbytheBorrower to the Agent in a Discretionary Sale Notice as the proposed settlement date of a Discretionary Sale.

“Discretionary Sale Trade Date” means the Business Day specified by the Borrower to the Agent in a DiscretionarySale Notice as the proposed trade date of a DiscretionarySale.

“Dollars”or“$”meansUnitedStatesdollars.

“EarlyTerminationEvent”meanstheoccurrenceofanyofthefollowingevents:

(a)

anyEventofDefaultshalloccurandshallbecontinuing;or

(b)

theAssetQualityTestshallfailtobesatisfied,andsuchfailureshall continue for a period of forty-five (45) consecutive days or more.

“EBITDA” means, with respect to any Person for any fiscal period, such Person’s consolidated net earnings (or loss), minus to the extent included in determining net earnings, extraordinarygains,plusinterestexpense,plusincometaxes,plusdepreciationandamortization andothernon-cashchargesandnon-recurringcharges,ineachcaseasdeterminedforsuch period and in each case not otherwise defined herein as determined in accordance with GAAP.

“EligibleAccountDebtor”meansthoseAccountDebtorsthatsatisfythecriteriasetforth below as of any date of determination (unless specifically determined to be eligible by AgentRequired Lendersfollowing a review thereof on a case-by-case basis):

(a)

the Account Debtor with respect to such Note Receivable is not (i) the United States or anydepartment, agency, or instrumentalityof the United States, (ii) anystate of the United States, or (iii) the government of any foreign country or sovereign state, or of any state,province,municipality,orotherpoliticalsubdivisionthereof,orofanydepartment,agency, public corporation, or other instrumentality thereof;

16

(b)

the Account Debtor with respect to such Note Receivable is not an Affiliate of the Originator, the Servicer, the Investment Manager, or Borrower;

(c)

theAccountDebtorisdomiciledintheUnitedStatesofAmericaor Canada;

(d)

theAccountDebtorisnotacommercialfinancecompanyprimarily engagedinprovidingcommercialorconsumerloansorleases;

(e)

theAccountDebtorisnotsubjecttoanInsolvencyProceeding;

(f)

[reserved];

(g)

theAccountDebtorhasanLTV(includingallfundeddebtthatisseniorto or pari passu to such Note Receivable) that does not exceed (i) at the time of origination of such Note Receivable, (A) if the related Note Receivable is a Recurring Revenue Note Receivable orEnterprise Value Note Receivable, 25%, unless the BorrowerAccount Debtorhas a positive EBITDA, in which casesuch LTVdoes not exceed 35%, or(B) if therelatedNoteReceivableisaMiddleMarketNoteReceivable,40%,and(ii)asofsuchdateofdetermination,30%;(A)iftherelated Note Receivable is a Recurring Revenue Note Receivable or Enterprise Value NoteReceivable, 30%, unless the Account Debtor has a positive EBITDA, in which case such LTVdoes not exceed 40%, or (B) if the related Note Receivable is a MiddleMarket NoteReceivable,50%;

(h)

if the related Note Receivable is a Recurring Revenue Note Receivable, the Account Debtor has a Loan to ARR Ratio that does not exceed (i) at the time of origination of such Note Receivable, 1.00x, and (ii) as of such date of determination, 2.00x;

(i)

if the related Note Receivable is an Enterprise Value Note Receivable orRecurring Revenue Note Receivable,the Account Debtor (i)has raised equitycapital (including any subordinated debt) in an amountgreater than or equalto $7,500,000 since itsinception, or (ii) has TTM EBITDA of atleast$7,500,000 or (iii)has (x) TTMRevenuein an amount greater than $15,000,000 and (y) Cash Runwayof at least twelve (12) months of operations;

(j)

if the related Note Receivable is a Recurring Revenue Note Receivable, the Account Debtor has an ARR greater than or equal to $5,000,000;and

(k)

the Account Debtor is not (i) a person subject to Sanctions, (ii) operating in a jurisdiction subject to Sanctions or (iii) owned or controlled by a person subject to Sanctions.; and

(l)

if the related Note Receivable is a Middle Market Note Receivable, theAccount Debtor has TTM EBITDA greater than or equal to $3,000,000.

“EligibleAssignee”hasthemeaningsetforthinSection2.14.

“Eligible Note Receivables” means those Note Receivables that complywith each of the representations and warranties respecting Eligible Note Receivables made in the Loan Documents,

17

andthatarenotexcludedaswhollyorpartiallyineligiblebyvirtueofoneormoreof the excluding criteria set forth below. Eligible Note Receivables shall not include all or any portion of a Note Receivable (unless specifically determined to be eligible by AgentRequiredLendersfollowing a review thereof on a case-by-case basis) unless, in each case:

(a)

suchNoteReceivableisapproved,documented,managedandotherwisein conformance with the Required Procedures;

(b)

such Note Receivable is a Recurring Revenue Note Receivableor, Enterprise Value Note Receivableor Middle Market Note Receivable;

(c)

such Note Receivable shall not have been subject to a Material Modification, unless the Agent has provided its prior written consent at the direction of the Required Lenders;

(d)

the ratioTotal Debt Ratioof the related Account Debtor’s totalIndebtedness to EBITDADebtor with respect to a Middle Market Note Receivabledoes not exceed 3.00x, unless such Note Receivable represents a loan made to an Account Debtor that isbacked by a Financial Sponsor4.00x;

(e)

suchNoteReceivableisnotaDefaultedNoteReceivable,unlessapproved by Agent in its sole discretion;

(f)

such Note Receivable has an original term to maturity of not more than forty-eightsixty(4860) months;

(g)

the Account Debtor in respect thereof is generally able to meet its financial obligations, and shall not have gone out of business or be subject to an Insolvency Proceeding, and such Note Receivable is not a “debtor-in-possession” loan;

(h)

such Note Receivable is documented by the Approved Forms, or other documentation acceptable to Agent in its Permitted Discretion;

(i)

such Note Receivable represents a valid and binding obligation owed to Borrower and enforceable in accordance with its terms for the amount outstanding thereof, except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights;

(j)

such Note Receivable was originated by the Originator or an Approved Third-Party Originator;

(k)

Borrower owns the full and undivided interest in such Note Receivable (or, in the case of a NoteReceivable representing aloanmadeaspart ofanEligibleCo-Lending Arrangement, its portion of such Note Receivable that is pledged pursuant to this Agreement);

(l)

if such Note Receivable represents a loan made as part of a syndicated or otherco-lendingarrangementwithoneormorethird-partylenders,(i)suchsyndicatedor co-lending arrangement is subject to intercreditor or other agreements consistent with the Required

18

Procedures, and (ii) the Borrower (or the Servicer on behalf of the Borrower) shall have instructed the Account Debtor or related administrative or paying agents under the Note ReceivableDocumentstoremitallCollectionspayabletotheBorrowerdirectlytotheCollection Account (a syndicated or other co-lending arrangement meeting each of such tests being an “Eligible Co-Lending Arrangement”);

(m)

such Note Receivable has been originated in accordance with and compliesinallmaterialrespectswith,allapplicablefederal,stateandlocallawsandregulations, including applicable usury and applicable Credit Protection Laws;

(n)

suchNoteReceivablerequirescurrentcashpaymentsofinterestonatleast a quarterly basis;

(o)

such Note Receivable is a secured Note Receivable and is a First Lien Note Receivable, an Eligible Second Lien Note Receivable or a Revolving Note Receivable; provided, that if such Note Receivable is a Revolving Note Receivable, such Revolving Note Receivable (i) does not allow for advances to be made more than once per calendar month and (ii)anyadvancerequiresatleastfifteen(15)days’priorwrittennotice;

(p)

theinformation with respect tosuchNoteReceivablesetforth in theNote Receivable data tapeprovided to Agent and to theSub-Servicer as of theClosing Date and each month shall be true and correct in all material respects;

(q)

alloftheRequiredAssetDocumentswithrespecttosuchNoteReceivable shall have been delivered to the Collateral Custodian in conformitywith the Loan Documents;

(r)

such Note Receivable is a Control Position Note Receivable, unless approved by Agent in its sole discretion;

(s)

suchNoteReceivableispayableinDollars;

(t)

the Account Debtor with respect to such Note Receivable is an Eligible Account Debtor;

(u)

suchNoteReceivableisowedbyanAccountDebtorthat(i)wasnotrated lower than an Internal Risk Rating of “3” in accordance with the Required Procedures when acquired by Borrower, and (ii) is not rated lower than “2” in accordance with the Required Procedures at any other time; provided, however, that such Note Receivable shall only be ineligible pursuant to this clause (ii) during any period that Account Debtor is rated lower than an Internal Risk Rating of “2” in accordance with the Required Procedures;

(v)

such Note Receivable is not (i) a Real Estate Loan, (ii) a Structured FinanceObligationorsimilaroff-balancesheetfinancingvehicle,(iii)aderivativeinstrument,or (iv)aconsumerobligation;

(w)

the Account Debtor with respect to such Note Receivable is not in a Prohibited Industry;

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(x)

the Borrower shall have good and indefeasible title to, and be the sole owner of, its interest in such Note Receivable, subject to no liens, charges, mortgages, encumbrances or rights of others other than Permitted Liens and has, as applicable, a perfected first or second security interest in the collateral securing such Note Receivable;

(y)

[reserved];

(z)

there shall be no obligation on the part of the Borroweror anyotherparty to make any payments in respect of such Note Receivable in addition to those made by the applicable Account Debtor;

(aa)

there shall not be any statement, report or other document signed by the Originator constituting a part of the applicable file in respect of such Note Receivable which containsanyuntruestatementofamaterialfactoromitstostateamaterialfactinrespectofsuch Note Receivable required to make such statement, report or other document not materially misleading;

(bb)

the Borrower, and, to the Borrower’s knowledge, any other parties which have aninterest in such NoteReceivable, whether asmortgagee,assignee,pledgeeorotherwise, shall beincomplianceinallmaterialrespects withanyandallapplicablelicensingrequirements of the laws of the state wherein any collateral is located, and with respect to any applicable federal laws;

(cc)

as of the applicable Funding Date, there is not any default, breach,violation or event of acceleration existing under such Note Receivable or anyevent which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration;

(dd)

as of the applicable Funding Date, anypartyto such Note Receivable and any related document pursuant to which collateral was pledged shall have had legal capacity to executetheNoteReceivableorotherdocumentandsuchNoteReceivableandmortgageorother document shall have been duly and properly executed by such parties;

(ee)

such Note Receivable is assignable without restrictions pursuant to the underlying loan documents other than (i) any restriction on transfer to competitors if the Note Receivable is performing and (ii) required consent on transfer so long as no event of default exists and such consent was received by the Originator or is not required with regard to the transfer from the Originator to the Borrower;

(ff)

such Note Receivable is not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, or any assertion thereof by the related Account Debtor, nor will the operation of any of the terms of such Note Receivable or any related Note Receivable Document, or the exercise of any right thereunder, including, without limitation, remedies after default, render either the Note Receivable or any related Note Receivable Document unenforceable in whole or in part;

(gg)

either there is only one originally signed note evidencing such Note Receivable and it has been delivered to the Collateral Custodian and such note has been duly

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authorized and is in full force and effect and, together with the related Note Receivable Documents, constitutes the legal, valid and binding obligation of the Account Debtor of such Note Receivable to pay the stated amount of the Note Receivable and interest thereon; or the Note Receivable is a “noteless” loan and (x) a copy of the loan register with respect to such noteless Note Receivable evidencing registration of such Note Receivable on the books and records of the applicable Account Debtor or bank agent to the name of the Borrower (or its nominee)or (y) a copyof (I)theloanorcreditagreementreflectingtheBorrower’scommitment thereunder or (II) an assignment agreement in favor of the Borrower as assignee has been delivered to the Collateral Custodian in a manner satisfactoryto the Agent;

(hh)

[reserved];

(ii)

if the Note Receivable is made to an Account Debtor which holds any otherloansoriginatedbytheOriginatororanAffiliatethereof,whethersuchotherloanisfunded hereunderorthroughanotherlender,suchNoteReceivablecontainsstandardcross-collateralization and cross-default provisions with respect to such other loan;

(jj)

theNoteReceivable,togetherwiththeNoteReceivableDocuments relatedthereto,isa“generalintangible”,an“instrument”,an“account”,or“chattelpaper”within the meaning of the UCC of all jurisdictions that govern the perfection of the security interest granted therein;

(kk)

suchNoteReceivableisnotaFixed-RateNoteReceivable;

(ll)

such Note Receivable is not convertible into stock, warrants, or interests treated as equity for United States federal income tax purposes;

(mm)

such Note Receivable does not provide for payments that are subject to withholding tax, unless the Account Debtor is required to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis or withholding payments are notrequired;

(nn)

such NoteReceivableissubjectto avalidandperfectedfirst-priorityLien of Agent subject to Permitted Liens;

(oo)

suchNoteReceivablehasaminimumoftwofinancial covenants, including a covenant that, based on the Servicer’s most recent quarterly credit analysis of such Account Debtor and taking into account the anticipated positive or negative cash flow of the Account Debtor in respect of such Note Receivable, such Account Debtor has Cash Runwayof at least three (3) months; providedthat such credit analysis is in accordance with the Required Procedures; and

(pp)

such Note Receivable accruesinterestpayablein cash at aper annum rate equivalent to at least the Benchmark, plus 5.50%.

Notwithstanding anything to the contrary contained herein or in any other Loan Document,NoteReceivablesthatareevidencedsolelybyNoteReceivableDocumentsandother underlying documents that have been executed electronically and/or the counterparts of which havebeen

21

delivered bytelefacsimileorotherelectronicmethod oftransmission,maybeEligible Note Receivables, and there is no requirement for any Note Receivable, Note Receivable Document, promissory note or other underlying loan document to be in the form of, or held as, an original to be an Eligible Note Receivable.

“EligibleSecondLienNoteReceivable”meansaNoteReceivablethat(i)issecuredbya valid and perfected second lien security interest or second lien on all or substantially all of the related Account Debtor’s assets for such Note Receivable, subject only to the prior Lien provided to secure the obligations under a receivables-based or formula-based revolving credit facility or a “first lien” term loan pursuant to customary commercial terms, and any other “permitted liens” as defined in the applicable Loan Documents and (ii) is subject to a subordination agreement or an intercreditor agreement or similar agreement between the Borrower and the “first lien” lender in accordance with the Required Procedures. For the avoidance of doubt, the last out tranche of any Unitranche Note Receivable shall be considered anEligibleSecondLienNoteReceivableiftheratiooffundeddebtunderthefirstouttrancheof the loan to the aggregate funded debt under such Unitranche Note Receivable is greater than 20%.

“Eligible Transferee” means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $500,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for EconomicCooperation and Development or apoliticalsubdivision of anysuch country and which has total assets in excess of $500,000,000, provided that such bank is acting through a branch or agency located in the United States, (c) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $500,000,000, (d) anyAffiliate (other than individuals)ofapre-existingLender,(e)solongasnoEventofDefaulthasoccurredandis continuing, any other Person approved by Agent and Borrower (which approval of Borrower shall not beunreasonablywithheld,delayed, orconditionedand, ifnotgrantedorrejected within ten (10) Business Days of notice to Borrower will be deemed to have been granted) other than a Competitor,and(f)duringthecontinuationofanEventofDefault,anyotherPersonapprovedby Agent.

“Enterprise Value Note Receivable” means a Note Receivable that is underwritten inaccordance with the Servicer’s Required Procedures, which is not a Recurring Revenue NoteReceivable.

“Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of Borrower, or any of its predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by Borrower, or any of its predecessors in interest.

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“Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable writtenpolicy, or ruleof commonlawnoworhereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on Borrower, relating to the environment, the effect of the environment on employee health or safety, or Hazardous Materials, in each case as amended from time to time.

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Actions required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Equipment” means all equipment (as that term is defined in the Code), including machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles (including motor vehicles),computerhardware,tools,partsandgoods(otherthanconsumergoods,farmproducts, orInventory),whereverlocated,includingallattachments,accessories,accessions,replacements, substitutions, additions, and improvements to any of the foregoing.

“ERISA”meanstheEmployeeRetirementIncomeSecurityActof1974,asamended,and any successor statute thereto.

“ERISA Affiliate” means (a) anyPerson subject to ERISA whose employees are treated as employedbythesameemployer astheemployeesof BorrowerunderIRCSection414(b),(b) any tradeorbusiness subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which Borrower is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a partyto an arrangement with Borrower and whose employees are aggregated with the employees of Borrower under IRC Section 414(o).

“ErroneousPayment”hasthemeaningassignedtoitinSection16.19(a).

“ErroneousPaymentDeficiencyAssignment”hasthemeaningassignedtoitin Section 16.19(d).

“ErroneousPaymentImpactedAdvance”hasthemeaningassignedtoitin Section 16.19(d).

“ErroneousPaymentReturnDeficiency”hasthemeaningassignedtoitin Section 16.19(d).

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“Enterprise Value Note Receivable” means a Note Receivable that is underwritten inaccordance with the Servicer’s Required Procedures, which is not a Recurring Revenue NoteReceivable.

“EventofDefault”hasthemeaningsetforthinSection8.

“Excess Concentration Amount” means on any date of determination during the Revolving Credit Availability Period, the sum of, without duplication:

(a)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables which are EligibleSecond Lien NoteReceivables exceeds 10% of the Concentration Test Balance on such date;

(b)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables which are Eligible Second Lien Note Receivables and Unitranche Loans combined exceeds 20% of the Concentration Test Balance on such date;

(c)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables included as part of the Collateral for which the largest Industry Served(excluding,fortheavoidanceofdoubt,theSoftwareIndustryGroupandanymulti-industrycategories)ofanyAccountDebtorexceedstwenty-fivethirty-fivepercent (25)35%) of the Concentration Test Balance, provided that Software & Services shall beincluded as the underlying Software Categories;

(d)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables included as part of the Collateral for which the applicable Account Debtors in (i) the single largest Software Category exceeds 50% of the ConcentrationTest Balance and (ii) the two largest Software Categories combined exceeds 75fifty percent(50%) of the Concentration Test Balance;

(e)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables of the single Account Debtor having the largest aggregate Outstanding Note Receivable Balance exceeds 15% of the Concentration Test Balance;

(f)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables of the single Account Debtor having the second largest aggregate Outstanding Note Receivable Balance exceeds 12% of the Concentration Test Balance;

(g)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables of the five Account Debtors having the five largest aggregate Outstanding Note Receivable Balances exceeds 40% of the Concentration Test Balance;

(h)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables included as part of the Collateral for which the applicable Account Debtors are domiciled (x) in the States of California or New York exceeds fiftypercent (50%) of theConcentration Test Balance; and (y) in anysingleStateotherthan theCalifornia or New York exceeds twenty-five percent (25%) of the Concentration Test Balance;

24

(i)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables of Account Debtors that are domiciled in Canada exceeds 15% of the Concentration Test Balance;

(j)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables with scheduled interest-only payments exceeding eighteen (18) months from such date of determination exceeds 20% of the Concentration Test Balance.

(k)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables included as part of the Collateral with an Account Debtor with less than six (6) months of Cash Runway exceeds 15% of the Concentration Test Balance;

(l)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables included as part of the Collateral that is rated an Internal Risk Rating of “3” or lower in accordance with the Required Procedures exceeds 15% of the Concentration Test Balance;

(m)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables included as part of the Collateral which have been subject to a Material Modification exceeds 10% of the Concentration Test Balance;

(n)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables which pay interest quarterly exceeds 25% of the Concentration Test Balance;

(o)

theaggregateamountbywhichtheOutstandingNoteReceivableBalances of all Eligible Note Receivables included as part of the Collateral for which the applicable Account Debtor (i) is whollyowned bya single Person that is a not a Financial Sponsor, (ii) has

TTMEBITDAlessthan$15,000,000and(iii)hasCashRunwayoflessthantwelve(12)months of operations, exceeds 20% of the Concentration Test Balance;

(p)

the aggregate amount by which the Outstanding Note Receivables Balances of allEligibleNoteReceivablesincludedaspart oftheCollateralwhichareRevolving Note Receivables exceeds 15% of the Concentration Test Balance;

(q)

the aggregate amount by which the Outstanding Note Receivables Balances of all Eligible Note Receivables included as part of the Collateral which are not Control Position Note Receivables exceeds 10% of the Concentration Test Balance;and

(r)

the aggregate amount by which the Outstanding Note Receivables Balances of all Eligible Note Receivables which would not otherwise be an Eligible Note Receivable hereunder but have been approved by the Agent to be included as part of the Collateral exceeds 12% of the Concentration Test Balance.;

(s)

theaggregateamountbywhichtheOutstandingNoteReceivableBalancesof all Eligible Note Receivables included as part of the Collateral for which the second largest

25

IndustryServed exceeds twenty-five percent (25%)oftheConcentration Test Balance,providedthat Software & Services shall be included as the underlying Software Categories; and

(t)

theaggregateamountbywhichtheOutstandingNoteReceivableBalancesof all Eligible Note Receivables which are Middle Market Note Receivables where the relatedAccount Debtor has TTM EBITDA between $3,000,000 and $7,500,000 exceeds thirty percent(30%) of the Concentration Test Balance.

“Excess Spread” means, with respect to any Collection Period, the annualized ratio, expressed as a percentage, computed by dividing: (a)(i) the sum of the amount of Collections relatedtointerestandfeesreceivedbytheBorrowerduringsuchCollectionPeriodminus(ii)any amounts due and payable under clauses (a) through (e) of the Priority of Payments by (b) the average Aggregate Outstanding Note Receivable Balance during such Collection Period.

“ExchangeAct”meanstheSecuritiesExchangeActof1934,asineffectfromtimeto time.

“ExcludedTaxes”means,withrespecttoaRecipient,(a)anyTaxesimposedonor measured by its net income (however denominated) or franchise Taxes imposed on it in lieu of net income taxes as a result of such recipient being organized or resident in, maintaining a lending office in, doing business in or having another present or former connection with, such jurisdiction (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a securityinterest under, engaged in anyother transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Advance or Loan Document), (b) in the case of a Lender, anyUnited States federal withholding tax that is imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or CommitmentpursuanttoanyapplicablelawineffectatthetimesuchRecipientbecomesaparty to this Agreement, changes its applicable lending office or changes its place of organization, excepttotheextentsuchLender’sassignor(ifany)wasentitled,immediatelypriortothe assignment, or such Lender was entitled, immediately prior to the change in lending office or change of place of organization, to payments in respect of United States federal withholdingtax under Section 16.11; (c) any Taxes attributable to a Recipient’s failure to comply with Section16.11(c), (d) any United States federal taxes imposed under Sections 1471 through 1474 of the IRC, or any amended version or successor provision that is substantively comparable thereto, and, in each case, any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith, or (e) any U.S. federal backup withholding taxes imposed under Section 3406 of the IRC.

“ExpenseCap”hasthemeaningsetforthinSection2.4(a)(C).

“Facility Amount” means, at any time and as reduced or increased from time to time, pursuant to the terms of this Agreement the aggregate dollar amount of Commitments of all the Lenders; provided, however, that on the Termination Date and on each date thereafter, the FacilityAmountshallbeequaltotheoutstandingAdvancesasofsuchdate.TheFacilityAmount may be increased up to a total of $250,000,000 in accordance with the provisions of Section2.13.

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“FCPA”meanstheForeignCorruptPracticesActof1977,asamended,andtherulesand regulations thereunder.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to (a) the weighted average of the federal funds rates as quoted by KeyBank and confirmed in Federal Reserve Board Statistical Release H. 15 (519) or any successor or substitute publication selected by KeyBank (or, if such day is not a Business Day, for the next preceding Business Day); or (b) if, for any reason, such rate is not available on any day,theratedetermined,inthesoleopinionofKeyBank,tobetherateatwhichfederalfundsare being offered for sale in the national federal funds market at 9:00 a.m. (New York Citytime).

“Financial Sponsor” means a venture capital firm, family office, sovereign wealth fund, pension or retirement fund, hedge fund private equitygroup or other institutional investor.

“First Lien NoteReceivable”means a NoteReceivablethat is (a)secured byavalidfirst priorityperfected securityinterest or lien on all orsubstantiallyall of thetangibleand intangible assets of each Account Debtor, including, as applicable, equipment, inventory, cash, accounts receivable, customer lists, networks and databases, and either intellectual property or, in some cases,dependingonthecredit ofanAccountDebtor, anegativepledgeontheAccountDebtor’s intellectualpropertyprohibitingtheAccountDebtorfrompledgingorotherwiseencumberingits intellectual property securing the obligations of the Account Debtor, in any case, as determined in accordance with the Required Procedures and (b) not subordinate in right of payment to any other obligation for borrowed money of the Account Debtor (other than Permitted Liens in the nature of capital leases and purchase money debt), provided that such lien may be second in priority to only a formula-based revolving credit facility secured by only cash or cash equivalents, accounts receivable and/or inventory, in accordance with the Required Procedures. For the avoidance of doubt, the last out tranche of any Unitranche Note Receivable shall be considered a First Lien Note Receivable if the ratio of funded debt under the first out tranche of theloantotheaggregatefundeddebtundersuchUnitrancheNoteReceivableislessthanor equal to 20%.

“Fixed-RateNoteReceivable”meansanyNoteReceivableaccruinginterestatafixed rate.

“Floor”hasthemeaningsetforthinthedefinitionof“TermSOFR.”

“FMV”means,withrespecttoanyNoteReceivable,onanydateofdetermination,the fair market value as determined by the Investment Manager’s third-party valuation agent who provides periodic valuations for the Fund’s assets and in accordance with the Required Procedures.

“Foreign Lender” means any Lender that is not a United States person within the meaning of IRC Section 7701(a)(30).

“Fund”meansLAGOEvergreenCredit,LLC.

“FundingDate”meansthedateonwhichanAdvanceismadebytheLenders. “Funding Request” has the meaning set forth in Section 2.2(a).

27

“GAAP”meansgenerallyacceptedaccountingprinciplesasineffectfromtimetotimein theUnitedStates,consistentlyapplied;provided,however,thatsolelyforpurposesofcalculating Tangible Net Worth as required hereunder or pursuant to the Investment Management Agreement, such calculations relative to liabilities shall be made without giving effect to Statement of Financial Accounting Standards No. 159.

“General Intangibles”means all general intangibles (as that term is defined in theCode), including payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill, patents, trade names, trade secrets, trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, insurance premium rebates, tax refunds, and tax refund claims, and any other personal property otherthanAccounts,commercialtortclaims,DepositAccounts,goods,InvestmentProperty,and Negotiable Collateral.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, formation or organization, bylaws, partnership agreement, operating or limited liability company agreement, or other organizational documents of such Person.

“Governmental Authority” means any federal, state, local, or other governmental or administrative body, instrumentality, board, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, anyapplicablelaws or regulations as “hazardoussubstances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or anyother formulation intended todefine, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crudeoil,naturalgas, orgeothermalresources,(c)anyflammablesubstances orexplosives or anyradioactive materials, and (d) asbestos in anyform or electrical equipmentthat contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“HoldoutLender”hasthemeaningsetforthinSection15.2(a).

“Indebtedness” as to any Person means (a) all obligations of such Person for borrowed money,(b)allobligationsofsuchPersonevidencedbybonds,debentures,notes,orothersimilar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person,irrespectiveofwhethersuch obligation orliabilityis assumed, (e)all obligations ofsuch Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinarycourse ofbusiness and repayable in accordance with customarytradepractices),and(f) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed,

28

endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (e) above. For purposesofthisdefinition,(i)theamountofanyIndebtednessrepresentedbyaguarantyorother similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuanttothetermsoftheinstrumentembodyingsuchIndebtedness,and(ii)theamountofany Indebtednessdescribedinclause(d)aboveshallbetheloweroftheamountoftheobligationand the fair market value of the assets of such Person securing such obligation.

“IndemnifiedLiabilities”hasthemeaningsetforthinSection11.3. “Indemnified Person” has the meaning set forth in Section 11.3.

“IndustryGroup” means the industryof an Account Debtor as determined on the date of origination in the reasonable discretion of the Investment Manager by reference to the 4-digit Global Industry Classification Standard (“GICS”) code assigned to such Account Debtor.

“IndustryServed”means, withrespecttoanyAccountDebtor,theunderlyingindustryof customers or users, as applicable, of such Account Debtor, in accordance with the Industry Group.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvencylaw,assignmentsforthebenefitofcreditors,formalorinformalmoratoria, compositions,extensionsgenerallywithcreditors,orproceedingsseekingreorganization, arrangement, or other similar relief.

“Intangible Assets” means, with respect to any Person, that portion of the book value of all of such Person’s assets that would be treated as intangibles under GAAP.

“Intellectual Property” means all worldwide rights of the Borrower, to the extent the Borrower has or purchases or otherwise acquires such rights, arising under: (a) issued patents and patent applications, including all continuations, divisionals, continuations-in-part, provisionals,reissues,renewals,reexaminations,substitutions,additions,andextensionsthereof, utilitymodels and industrial design rights and applications and registrations therefor, inventions andinventiondisclosures(whetherornotpatentableandwhetherornotreducedtopractice)and improvements thereto as well as the rights to file for and to claim priorityto anysuch rights; (b) trademarks, service marks, certification marks, trade names, slogans, trade dress, logos, corporate names and other source or business identifiers, together withthe goodwillsymbolized by any of the foregoing, and all applications, registrations, renewals and extensions thereof; (c) all Internetdomainnames and registrations andsocialmedia accounts; (d)copyrights(including copyrights in computer software programs and moral rights), works of authorship, translations, design rights, databases, and all registrations, applications, renewals, extensions and reversions thereof; (e) computer software (including source code), programs and databases in any form, includingallversions,updates,releases,corrections,enhancements,replacements,modifications and derivative works thereof and all documentation related thereto; (f) all confidential and proprietary information, including know-how and trade secret rights, technologies, techniques, processes, discoveries, concepts, ideas, research and development, formulae, patterns, inventions, algorithms, compilations, compositions, manufacturing and production processes, programs, devices,

29

methods, technical data, procedures, designs, recordings, graphs, drawings, reports, analyses, specifications, customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals; and (g) anyrights recognized under applicable law that are equivalent or similar to any of the foregoing.

“InternalRiskRating”meansthe“CreditRating”underthe“CreditRiskRatingSystem” as specified in the Required Procedures.

“Interest Period” means a period commencing on the first day of a calendar month and ending on the last day of such calendar month.

“InterestRate”meansforanyInterestPeriodandanyAdvance,arateperannumequalto the Benchmark plus the Applicable Margin.

“Inventory”meansinventory(asthattermisdefinedintheCode).

“Investment” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, or capital contributions (excluding (a) commission, travel, andsimilar advances toofficers and employees ofsuchPersonmadeintheordinarycourseofbusiness,and(b)bonafideAccountsarisinginthe ordinary course of business consistent with past practice), purchases or other acquisitions of Indebtedness, Stock or all or substantially all of the assets of such Person (or of any division or businesslineofsuchotherPerson),andanyotheritemsthatareorwouldbeclassifiedas investments on a balance sheet prepared in accordance with GAAP.

“Investment ManagementAgreement”meanstheInvestmentAdvisoryAgreementdated on or around March 7, 2025 between the Originator and the Investment Manager.

“Investment Manager” means LAGO Asset Management LLC, or any other Person that assumes the functions of servicingthe NoteReceivables withtheprior written consent of Agent or is otherwise appointed pursuant to the terms of the Investment Management Agreement.

“Investment Manager Termination Event” shall mean, if anyoneofthe followingevents shall occur and be continuing on any day unless waived in writing by the Agent (acting at the written direction of the Required Lenders): (a) the termination of the Investment Management Agreement and the failure to enter into a replacement agreement (subject to the prior written approval of the Agent in itsPermittedDiscretion)within sixty(60)days ofsuchtermination;(b) the termination or resignation of the Investment Manager, as applicable, under the Investment Management Agreement and the failure to appoint a replacement manager (subject to the prior written consent of the Agent in its Permitted Discretion) within sixty (60) days of such termination or resignation; (c) any failure by Investment Manager to perform or observe any material term or covenant or any failure of anyrepresentation or warrantyunder the Investment Management Agreement to be correct in anymaterial respect, in each case, which failure which adverselyaffects the Borrowerorthe rightsandremediesoftheLendershereunder,onorbefore thedateoccurringthirty(30)daysaftertheearlierof(i)thedatetheInvestmentManagerobtains knowledge of such failure or (ii) Investment Manager received notice from the Agent or the Borrower of such failure; or (d) the occurrence of an act by the Investment Manager that constitutes fraud or criminal activity in the performance of its obligations under the Investment Management Agreement (as determined

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pursuant to a final non-appealable judgment bya court of competent jurisdiction) or the conviction of the Investment Manager for a felony directly related to its business of providing its services.

“Investment Property” means investment property(as that term is defined in the Code). “IRC” means the Internal Revenue Code of 1986, as in effect from time to time. “KeyBank”meansKeyBankNationalAssociation,anationalbankingassociation,andits successorsandassigns.

“Lender” has the meaning set forth in the preamble to the Agreement and shall also include any other Person made a party to this Agreement pursuant to the provisions of Section14.1, and “Lenders” means each of the Lenders or anyone or more of them.

“Lender Fee Letter”meansthat certain Fee Letter,datedasofevendateherewith,andasamended,restatedorotherwisemodifiedfromtimetotimeinaccordancewiththetermsthereof,between Borrower and Lenders, in form and substance satisfactory to Lenders.

“LenderGroup”meanseachoftheLendersandAgent,oranyoneormoreofthem.

“Lender Group Expenses” means all (a) reasonable and documented costs or expenses (including taxes, and insurance premiums) required to be paid by the Originator or Borrower under anyof the Loan Documents that are paid, advanced, or incurred bythe Lender Group, (b) reasonable and documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with the Originator or Borrower under any of the Loan Documents, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searchesandincludingsearcheswiththepatentandtrademarkoffice,thecopyrightoffice,orthe department of motor vehicles), filing, recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, the Agent Fee Letter or the Lender Fee Letter), (c) Agent’s reasonable and customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of Borrower (whether bywiretransfer orotherwise),together withanyreasonableanddocumented out-of-pocketcostsandexpensesincurred inconnectiontherewith,(d)reasonableanddocument out-of-pocket charges paid or incurred by Agent resulting from the dishonor of checks payable byortoBorroweroranyofitsAffiliates,(e)reasonableanddocumentedout-of-pocketcostsand expensespaidorincurredbytheLenderGrouptocorrectanydefaultorenforceanyprovisionof the LoanDocuments, orduringthecontinuanceofanEventofDefault,ingainingpossessionof, maintaining, handling, preserving, storing,selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) reasonable and documented out-of-pocket audit fees and expenses (including reasonable travel, meals, and lodging) of Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, the Agent Fee Letter or the Lender Fee Letter, (g) reasonable and documentedout-of-pocket costs and expenses of third partyclaimsoranyothersuitpaidorincurredbytheLenderGroupinenforcingordefendingthe LoanDocumentsorinconnectionwiththetransactionscontemplatedbytheLoanDocumentsor the Lender Group’s relationship with the Originator or Borrower except to the extent arisingout of the gross negligence, bad faith or willful misconduct ofanymember of the LenderGroup, (h) Agent’s reasonable and documented costs and expenses (including reasonable attorneys’ fees limited to oneprimarycounsel and onelocal counsel)incurred in advising, structuring, drafting, reviewing,

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administering (including reasonable and documented travel, meals, and lodging)or amending the Loan Documents, and (i) Agent’s and each Lender’s reasonable and documented costs and expenses (including reasonable attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors reasonable and documented fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning the Originator orBorrower or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

“LenderGroupRepresentatives”hasthemeaningsetforthinSection17.9(a).

“Lender-Related Person” means, with respect to anyLender, such Lender, together with such Lender’s Affiliates, and the officers, directors, employees, and agents of such Lender.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutoryor other),securityinterest,orother securityarrangement and anyother preference, priority, or preferential arrangement of anykind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“LoanAccount”hasthemeaningsetforthinSection2.9.

“Loan Documents” means this Agreement, the Purchase and Contribution Agreement, theServicingAgreement,eachCashManagementAgreement,theSub-ServicingAgreement,the Custodial Agreement, the Closing Certificates, the Control Agreements, the Pledge Agreement, the Investment Management Agreement, the Master Participation Agreement, the Agent Fee Letter, the Lender Fee Letter, the Officers’ Certificates, anynote or notes executedbyBorrower in connection with this Agreement and payable to amember of the Lender Group,andanyother agreement entered into, now or in the future, by the Originator, the Servicer, the Investment Manager, the Borrower, the Sub-Servicer and the Lender Group in connection with this Agreement.

“Loan Schedule and Exception Report” shall have the meaning set forth under the term “Loan Schedule and Exception Report” or other similar term in the Custodial Agreement.

“Loan to ARR Ratio” means, with respect to any Account Debtor, as of any date of determination and based on its most recent financial reporting, the quotient of (a) the aggregate principal balances of each Recurring Revenue Note Receivable of such Account Debtor plus all other outstanding balances of secured and unsecured indebtedness of such Account Debtor that are pari passu with or senior to each such Recurring Revenue Note Receivable divided by (b) such Account Debtor’s ARR, determined in accordance with Required Procedures.

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“LTV” with respect to anyAccount Debtor, as of anydateof determination and based on its most recent financial reporting, the quotient of (a) the aggregate principal balances of each Eligible Note Receivable of such Account Debtor plus all other outstandingbalances of secured and unsecured indebtedness of such Account Debtor that are pari passu with or senior to each such Eligible Note Receivable divided by (b) such Account Debtor’s “enterprise value”, determined in accordance with Required Procedures which, for private companies, shall be the private valuation based on the most recent round of financing and, for public companies, is the marketcapitalizationatthe(i)endofthepriormonthforpurposesoftheinitialAdvance,and(ii) at all other times, the prior quarterly calendar daily average.

“Management Fees” means the“ManagementFee”and“IncentiveFee”(eachasdefined in the Investment Management Agreement) payable to Investment Manager in accordance with the Investment Management Agreement.

“MandatoryPrepayment”hasthemeaningsetforthinSection2.3(b). “Margin Stock” has the meaning set forth in Section 5.23.

“Master Participation Agreement” means that certain Master Participation Agreement, dated as of the date hereof, by and between Borrower and Originator.

“Material Adverse Change” means (a) a material adverse change in the business, operations, results of operations, assets, liabilities or financial condition of Borrower, the Servicer, the Investment Manager or the Originator or their respective Subsidiaries, (b) a material impairment of the ability of the Originator, the Servicer, the Investment Manager, BorrowerortheirrespectiveSubsidiariestoperformtheirobligationsundertheLoanDocuments to which they are parties or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral, or (c) a material impairment of the enforceability or priority of the Agent’s Liens with respect to the Collateral as a result of an action or failure to act on the part of Borrower, the Investment Manager, the Originator or the Servicer.

“Material Modification” means any amendment or waiver of, or modification or supplement to, any of the Note Receivable Documents governing such Note Receivable as a result of the related Account Debtor’s material financial under-performance, distress, default or any other Account Debtor credit-related concerns, in accordance with the Required Procedures, (it being understood that each separate occurrence thereof will constitute a Material Modification) which:

(a)

reduces, delays, defers, waives or forgives any or all of the principal amount due under such Note Receivable;

(b)

(i) waives one or more interest payments (other than any incremental interest accrued due to a default or event of default with respect to such Note Receivable), (ii) permits any interest due in cash to be deferred or capitalized and added to the principal amount of such Note Receivable (other than any deferral, capitalization or substitution related to the adoption of a Benchmark Replacement) or (iii) reduces the spread or coupon payable on such Note Receivable;

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(c)

contractually or structurally subordinates such Note Receivable by operation of (i) anypriorityof payment provisions, (ii) anyturnover provisions, (iii) thetransfer of assets in order to limit recourse to the related Account Debtor or (iv) the granting of liens on anyof the collateral securingsuch NoteReceivable, in each case that requires theconsent of the Borrower or any lenders thereunder;

(d)

extendsthematuritydateofsuchNoteReceivable;

(e)

extendsanyinterest-onlyperiodforcredit-relatedreasons;or

(f)

substitutes, alters or releases the Purchased Loans (as defined in the Purchase and Contribution Agreement) related to such Note Receivable, and such substitution, alterationorrelease,individuallyorintheaggregateandasdeterminedintheAgent’sreasonable discretion, materially and adversely affects the value of such Note Receivable;

(g)

provided, that, if such Note Receivable has made three (3) consecutive timely monthly payments or two (2) consecutive timely quarterly payments following such modification, then such amendment, waiver,modification orsupplement, as applicable,shall no longer be deemed a Material Modification; provided, however, that such Note Receivable shall still be deemed a Material Modification for purposes of the definition of Excess Concentration Amount so long as such Note Receivable is not a Restructured Note Receivable.

“MaturityDate”hasthemeaningsetforthinSection3.4.

“Maximum Availability” means, for any day, the least of (i) an amount equal to (a) the Facility Amount minus(b) the Aggregate Unfunded Amount, (ii) the Borrowing Base on such day, and (iii) an amount equal to (a) the Aggregate Outstanding Note Receivable Balance on suchdayplus(b)theamountofcashandcashequivalentsconstitutingPrincipalCollectionsheld in the Collection Account on such day minus(c) the Minimum Equity Requirement.

“MaximumRevolver Amount”means$75,000,000175,000,000,orsuchotheramountof the aggregateCommitments at such time as reflected on Schedule C-1 as then in effect pursuant to this Agreement or any amendment to this Agreement.

“Middle Market Note Receivable” means a Note Receivable that is underwritten basedon EBITDA cashflow, or where the borrower generated $5,000,000 or more in TTM EBITDA.

“MinimumEquityRequirement”meanstheminimumamountofequityinvestmentinthe Borrower which shall be maintained by the Originator, in the form of cash and/or Eligible Note Receivables having an outstanding principal balance at all times prior to the MaturityDate of an amount equal to the greater of (a) $25,000,000 and (b) the sum of the Aggregate Outstanding Note Receivable Balance for the five (5) largest, or four (4) largest until April 15, 2025, unaffiliated Account Debtors with respect to the Eligible Note Receivables included in the Borrower Collateral; provided, however, that at anytime there are no outstandingAdvances, the “Minimum Equity Requirement” shall be zero.

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“Negotiable Collateral” means letters of credit, letter of credit rights, instruments, promissory notes, drafts, documents, and chattel paper (including electronic chattel paper and tangible chattel paper).

“Note Receivable” means a commercial loan made or purchased by Borrower in accordancewiththeRequiredProceduresandsecuredbyaLienonpropertyownedbythemaker of such note.

“Note Receivable Documents” shall have the meaning set forth under the term “Loan Documents” or other similar term in the Custodial Agreement.

“Obligations” means all loans (including the Advances), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as aclaim in anysuch Insolvency Proceeding), premiums, liabilities (including all amounts charged to the Loan Account pursuant to this Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Agent Fee Letter and the Lender Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding,regardlessofwhetherallowedorallowableinwholeorinpartasaclaiminanysuch InsolvencyProceeding),guaranties,andallcovenantsanddutiesofanyotherkindand descriptionowingbyBorrowertotheLenderGrouppursuanttoorevidencedbythisAgreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents,. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Operating Account” means the deposit account no. 769681133195 of the Borrower at theCollection Account Bank,pledged to, andsubject to aControlAgreement infavorofAgent, to which the Agent is authorized by the Borrower to transfer the proceeds of any Advances requested or authorized pursuant to this Agreement.

“OriginatingLender”hasthemeaningsetforthinSection14.1(e). “Originator” means LAGO Evergreen Credit, LLC.

“OtherTaxes”hasthemeaningsetforthinSection16.11(b)

“Outstanding Note Receivable Balance” means with respect to anyNote Receivable, the lesser of (i) the FMV of such Note Receivable, not to exceed such Note Receivable’s par value, (ii)thecostbasisofsuchNoteReceivable(netofanyoriginaldiscountandthefairmarketvalue or any equity warrants received in exchange for making the related loan) or (iii) the then outstanding principal balance thereof (excluding, for the avoidance of doubt, any related PIK Interest or end-of-term fees).

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“Overadvance” has the meaning set forth in Section 2.3(b). “Participant” has the meaning set forth in Section 14.1(e). “ParticipantRegister”hasthemeaningsetforthinSection14.1(e). “Patriot Act” has the meaning set forth in Section 5.26.

“Payment Notice” has the meaning assigned to it in Section 16.19(b). “PaymentRecipient”hasthemeaningassignedtoitinSection16.19(a).

“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“PermittedInvestments”means(a)InvestmentsincashandCashEquivalents,(b)Investmentsinnegotiableinstrumentsforcollection,(c)advancesmadeinconnectionwith purchases of goods or services in the ordinary course of business, (d) Note Receivables, (e) InvestmentsreceivedinsettlementofamountsduetoBorrowereffectedintheordinarycourseof business or owing to Borrower as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of anyLien in favor of Borrower, (f) Real Estate Owned and (g) Investments by the Originator in its Subsidiaries.

“Permitted Liens” means (a) Liens granted to, or for the benefit of, Agent, to secure the Obligations,(b)Liensforunpaidtaxesorassessmentsthateither(i)arenotyetdelinquentor (ii)arebeingcontestedingoodfaithbyappropriateproceedingsandforwhichadequatereserves have been provided in accordance with GAAP; provided, that in each case, such Lien shall not constitute an Event of Default pursuant to Section 8.13hereunder and are the subject of Permitted Protests, (c) the interests of lessors under operating leases, (d) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subjectofPermittedProtests,(e)LiensresultingfromanyjudgmentorawardthatisnotanEvent of Default hereunder, and (f) rights of setoff imposed by law upon deposit of cash and cash equivalents in favor of banks or other depository institutions incurred in the ordinary course of business in deposit accounts maintained with such bank or depository institution to the extent permitted under this Agreement.

“PermittedProtest”means the right of Borrowertoprotest anyLien (otherthan anyLien thatsecurestheObligations),taxes,orrentalpayment,providedthat(a)areservewithrespectto such obligation is established on the Books in such amount as is required under GAAP, (b) any such protest isinstitutedpromptlyandprosecuteddiligentlybyBorrower, as applicable, in good faith, and (c) Agent is satisfied that, while anysuch protest is pending, there will be no material impairment of the enforceability, validity, or priorityof anyof the Agent’s Liens.

“Person” means natural persons, corporations, limited liability companies, limited partnerships,generalpartnerships,limitedliabilitypartnerships,jointventures,trusts,landtrusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

“PIK Interest”meansinterest accruedon aNoteReceivablethatisaddedtotheprincipal amount of the Note Receivable instead of being paid as interest as it accrues.

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“Post-Termination Revolving Note Receivable Funding” means an Advance by the Lenders, made following the termination of the Revolving Credit Availability Period, which Advance may be used for the sole purpose of funding advances requested by Account Debtors under the Revolving Note Receivables.

“PrepaymentNotice”meansawrittennoticeintheformspecifiedatExhibitE,tobe used for each prepayment of Advances in accordance with Section 2.3(c).

“Prepayment Make-Whole Amount” has the meaning set forth in the Lender Fee Letter.

“PrimeRate”means,foranydate,thegreaterof(a)4.00%and(b)theratepublicly announcedbyKeyBankfromtimetotimeasitsprimerateintheUnitedStates,suchrateto change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged byKeyBank in connection with extensions of credit to debtors.

“Principal Collections” means any and all Collections representing amounts paid by the applicableAccountDebtorandappliedbytheServicerinaccordancewithGAAPtothepayment of the principal of a Note Receivable.

“PriorityofPayments”hasthemeaningsetforthinSection2.4.

“Pro RataShare”means, as ofanydate ofdetermination, withrespect to all matters as to a particular Lender (including the indemnification obligations arising under Section 16.7), (a) prior to the Commitments being terminated or reduced to zero, the percentage obtained by dividing(i)suchLender’sCommitment,by(ii)theaggregateCommitmentsofallLenders,and (b) from and after the time that the Commitments have been terminated or reduced to zero, the percentageobtainedbydividing(i)the aggregateoutstandingprincipal amountofsuchLender’s Advances, by (ii) the aggregate outstanding principal amount of all Advances.

“Prohibited Industry” means each of the following business areas in (a) dealers, distributors, producers of pornography, (b) adult entertainment, prostitution, escort services, (c) dealers,distributors,processorsofillegaldrugs,chemicals,substances,orthesaleofillegaldrug paraphernalia or materials, (d) medical and recreational marijuana growers/dispensaries/sales including in states that have legalized marijuana sales, (e) deposit accounts and/or payment servicesforinternetgamingorinternetgambling,(f)internetcafes,(g)payday,titleorpredatory lenders, (h) political campaign committees, (i) political candidates, (j) embassies or foreign consulates,(k)privateprisonsor(l)anyotherindustry,business,productorservicethatisillegal under United States federal laws.

“PurchaseandContribution Agreement”meansthepurchaseandcontributionagreement by and between Borrower and Originator with respect to the Note Receivables, in form and substance reasonably satisfactory to Agent, as modified, amended supplemented or restated, from time to time.

“Ramp-UpPeriod”meanstheperiodcommencingontheClosingDateandendingonthe earlier of (i) the four-month anniversaryof the Closing Date, and (ii) the first date followingthe ClosingDateonwhichBorrowerhasanAggregateOutstandingNoteReceivableBalanceof $100,000,000ormore.

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“Real Estate Loan” means a Note Receivable that is secured bya Lien on Real Property where material value is attributed to such Real Property and relied upon in the underwriting of such Note Receivable.

“Real Estate Owned” means Real Property that secured a Note Receivable and was acquired by Borrower in connection with a foreclosure, deed-in-lieu of foreclosure or other similar process in which Borrower took legal title to such Real Property following a default under such Note Receivable.

“Real Property” means any estates or interests in real property now owned or hereafter acquired by any Person in fee simple, and the improvements thereto.

“Recipient” means Agent, any Lender or any other recipient of any payment to be made byor on account of anyobligation of Borrower hereunder or under anyother Loan Document.

“Record”meansinformation that isinscribed on atangiblemedium orwhich isstored in an electronic or other medium and is retrievable in perceivable form.

“Recurring Revenue” means, with respect to any Account Debtor, the amount, as determined by the Servicer in accordance with its Required Procedures, of revenues of such Account Debtor in respect of perpetual licenses, subscription agreements, maintenance streams, transaction costs, service fees or other recurring contractual cash flow streams or revenue.

“Recurring Revenue Note Receivable” means a Note Receivable that is underwritten on the basis of Recurring Revenue.

“Register”hasthemeaningsetforthinSection14.1(h).

“Related Property” means “Other Conveyed Property” under and as defined in the Purchase and Contribution Agreement.

“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 anysuccessor thereto.

“Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so theydo not migrate or endanger or threaten to endanger public healthor welfareor theindoororoutdoorenvironment,(c)restoreorreclaimnaturalresourcesortheenvironment, (d)performanypre-remedialstudies,investigations,orpost-remedialoperationandmaintenance activities, or (e) conduct any other actions with respect to Hazardous Materials authorized by Environmental Laws.

“Remittance Date” means (x) the tenth (10th) dayof each calendar month or, if such day is not a Business Day, the next succeeding Business Dayand (y) the MaturityDate.

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“ReplacementLender”hasthemeaningsetforthinSection2.11(b). “Report” has the meaning set forth in Section 16.17(a).

“RequiredAssetDocuments”meansthedocumentssetforthonScheduleR-1hereto.

“Required Lenders” means, at any time, the Lenders whose aggregate Pro Rata Shares exceed fiftysixty-six and two-thirdspercent (5066 2/3%); provided, however, that at any time when there are two or more unaffiliatedLenders, “Required Lenders” must include at least two unaffiliatedLenderswhoseaggregateProRataSharesexceedfiftysixty-sixandtwo-thirdspercent (5066 2/3%).

“Required Procedures” means the written policies, procedures and guidelines, that the Originator utilizes in the origination (and Servicer utilizes in the servicing) of Note Receivables the Originator owns, or sells to its subsidiaries, specifically including underwriting, documentation, portfolio management and financial policies, procedures and guidelines over collateral and financial analysis, business and asset valuation (including appraisal), auditing, collection activities, renewal, extension, modification, recognition, accrual, non-accrual and charge-off policies, and the use of the Approved Forms with respect to the origination, funding and servicing of Note Receivables, all in the form delivered to Agent and approved byAgent on or prior to the Closing Date and attached to the Closing Certificate, as amended from time to timeinaccordancewiththeServicingAgreement;provided,however,thatnomaterialchangeto the Approved Forms or the policies and procedures as in effect on the Closing Date shall be effectiveunless (a)Agent andBorrowerhaveeachreceived at least ten(10)BusinessDays prior written notice of such change and, (b) if either Agent in the exercise of its Permitted Discretion, or Borrower in its reasonablediscretion, believes that such change could reasonablybe expected to have a material adverse effect upon the quality or value of the Eligible Note Receivables or the collectability of any Note Receivable or the Advances thereon, such change has the prior written approval of both Agent and Borrower; provided further, that (i) each of Agent and Borrower shall use reasonable efforts to notifythe Originator of anyobjection it has to anysuch proposed change within ten (10) Business Days following its receipt of notice thereof from the Originator, but failure by Agent or Borrower to do so shall not be deemed to be a consent to or approvalofsuchchange,and(ii)if,aftertheexpirationofsuchten(10)BusinessDayperiod,the OriginatorhasprovidedtoeachofAgentandBorrowerasecondwrittennoticeofsuchproposed change and received acknowledgment of Agent’s and Borrower’s receipt thereof, then each of Agent and Borrower shall be deemed to have consented to such proposed change unless either Agent or Borrower has notified the Originator of its objection thereto within twenty (20) days following its receipt of such second notice from the Originator.

“Restricted Payments” means (a) any dividend or other distribution, in cash or other property, direct or indirect, on account of any class of Stock in Borrower, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of Stock in Borrower, now or hereafter outstanding,(c)anypaymentmadetoretire,orobtainthesurrenderof,anyoutstandingwarrants, options or other rights to acquire shares of any class of Stock in Borrower, now or hereafter outstanding, (d) any payment or prepayment of principal, or redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Debt or any Indebtedness owing to a holder of Stock in Borrower or an Affiliate of a holder of Stock in

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Borrower, or (e) anypayment (other than compensation to an officer or director of Borrower, as such, in the ordinary course of business, or Management Fees or other amount permitted to be paid to Investment Manager under the Investment Management Agreement or to the Servicer under the Servicing Agreement) to a holder of Stock in Borrower or to an Affiliate of Borrower or an Affiliate of anyholder of Stock in Borrower not expresslyauthorized herein.

“Restructured Note Receivable” means any Eligible Note Receivable (a) that was previouslythesubjectofaMaterialModification,and(b)forwhichtheAccountDebtor(i)is current on all required payments for three consecutive payment periods and (ii) is no longer experiencing a material financial underperformance, distress or material default, in each case in accordance with the Required Procedures.

“Revolving Credit Availability Period” means the period commencing on the Closing Date and ending on the Termination Date.

“Revolving Note Receivable” means anyNote Receivable (i) the terms of which specify a maximum aggregate amount that can be borrowed by the related Account Debtor and permits such Account Debtor to re-borrow any amount previously borrowed and subsequently repaid during the term of such Note Receivable, (ii) that meets the criteria of a First Lien Note Receivable, and (iii) that is classified as a “revolving loan” on the books of the Borrower.For purpose of determining the amount of any Revolving Note Receivable or the Outstanding Principal Balance of any Revolving Note Receivable hereunder, only the principal balance of such Revolving Note Receivable (and not the principal balance of any other loan extended to such Account Debtor which is not a revolving loan shall be used in such determination).

“RIC/BDC Requirements” means, following the date of the BDC Reorganization, the requirements the Originator must satisfy upon its conversion to a “business development company,” within the meaning of the 1940 Act, to maintain (a) such status, including, but not limitedto,“assetcoverage”requirements(asdefinedinanddeterminedpursuanttoSection18of the 1940 Act) and (b) its election to be treated as a “regulated investment company” under the Code.

“Sanctions”hasthemeaningsetforthinSection5.25(a).

“SEC” means the UnitedStatesSecurities and ExchangeCommission and anysuccessor thereto.

“Servicer”meansLAGOEvergreenCredit,LLC. “Servicer Fee” means $10,000 per month.

“ServicerTerminationEvent”hasthemeaningsetforthintheServicingAgreement.

“ServicingAgreement”meanstheservicingagreementbyandbetweentheBorrowerand the Servicer, in form and substance reasonably satisfactory to Agent, as modified, amended supplemented or restated, from time to time.

“Servicing Standard” has the meaning set forth in the Servicing Agreement. “SecuritiesAccount”meansa“securitiesaccount,”asthattermisdefinedintheCode.

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“SOFR”meansarateequaltothesecuredovernightfinancingrateasadministeredbythe SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successoradministrator of the secured overnight financing rate).

“SoftwareCategory”meansacategorywithintheSoftwareIndustryGroupasdetermined bythe Investment Manager in accordance with the Credit and Collection Policies.

“SoftwareIndustry Group”meansthe“InternetSoftware&Services”Industry Group (GICS Code 4510).

“Solvent” means, with respect to anyPerson on a particular date, that, at fair valuations, the sum of such Person’s assets is greater than all of such Person’s debts.

“Spread”means, with respect to NoteReceivables accruinginterestat afloatingrate,the current “all-in” cash interest rate of such Note Receivables over the Benchmark.

“Stock” means all shares, options, warrants, membership interests, units of membership interests,otherinterests,participations, orotherequivalents(regardless ofhowdesignated)ofor in aPerson, whethervotingornonvoting,includingcommonstock,preferredstock, oranyother “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“Structured Finance Obligation” means any obligation issued by a special purpose vehicleandsecureddirectlyby,referencedto,orrepresentingownershipof,apoolofreceivables orotherfinancialassetsofanyobligor,includingcollateralizeddebtobligationsand mortgage-backed securities.

“Sub-Servicer”meansBIPCapital,LLC,aDelawarelimitedliabilitycompany.

“Sub-Servicer Termination Event” has the meaning set forth in the Sub-Servicing Agreement.

“Sub-Servicing Agreement” means that certain Multi-Party Agreement, dated as of the date hereof, byand among the Borrower, Sub-Servicer, the Fund and the Agent.

“Subordinated Debt” means anyunsecured Indebtedness specificallysubordinated to the prior payment in full in cash of the Obligations and which shall otherwise be on terms and conditions reasonably satisfactory to Agent and subject to a Subordination Agreement.

“Subordination Agreement”means asubordinationagreementexecutedanddeliveredby Borrower and each of the holders of Subordinated Debt and Agent, the form and substance of which is satisfactory to Agent.

“Subsidiary” of a Person means a corporation, partnership, limited liabilitycompany, or other entity in which that Person directly or indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the Board of Directors of such corporation, partnership, limited liability company, or other entity.

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“Supplemental Interests” means, with respect to any Note Receivable, any warrants, equity or other equity interests or interests convertible into or exchangeable for any warrants received bythe Originator from the Account Debtor in connection with such Note Receivable.

“Supporting Obligation” means a letter-of-credit right or secondary obligation that supports the payment or performance of an Account, chattel paper, document, General Intangible, Note Receivable, instrument, or Investment Property.

“Syndication Agent” means KeyBank, solely in its capacity as syndication agent for the Lenders hereunder, and any successor thereto.

“TangibleNet Worth”means, withrespect toanyPersonas ofanydateofdetermination, determinedonaconsolidatedbasisandinaccordancewithGAAP,theresultof(a)suchPerson’s total members’ or shareholder’s equity, plus (b) all Indebtedness expressly subordinated to all other borrowed Indebtedness of such Person, minus (c) all Intangible Assets of such Person, minus (d) all of such Person’s prepaid expenses, minus (e) all amounts due to such Person from Affiliates of such Person.

“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding) fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments and all interest, additions to tax, penalties or similar liabilities with respect thereto.

“TaxLender”hasthemeaningsetforthinSection15.2(a).

"Term SOFR" means, for any Collection Period, the one (1) month Term Secured Overnight Financing Rate, as administered bythe Term SOFR Administrator and asdetermined bytheAgentoneachBenchmarkDeterminationDate.InnoeventshallTermSOFRbedeemed to be less than a quarter of a percent (0.25%) per annum (the “Floor”).

"Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) (or asuccessor administrator of the Term SOFRReferenceRateselected bytheAgent in its reasonable discretion).

"Term SOFR Reference Rate" means the forward-looking term rate based on SOFR. “TerminationDate”meanstheearliesttooccurof(a)theCommitmentTerminationDate, (b) the occurrence of an Early Termination Event, or (c) the date of termination declared or occurringautomaticallyinrespectoftheoccurrenceofanEventofDefaultpursuantto Section 9.1.

“TotalDebtRatio”means,withrespecttoanyNoteReceivable,theratioofTotalFundedDebt to TTM EBITDA of the related Account Debtor.

“Total Funded Debt” means, with respect to any Account Debtor, the sum of (a) allindebtedness for borrowed money of such Account Debtor and its subsidiaries at such time and (b) indebtedness for money borrowed guaranteed indirectly or directly by such Account Debtoror any subsidiary.

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“TTM EBITDA” means, with respect to any Account Debtor, as of any particular date, the EBITDA of such Account Debtor for the preceding twelve-month period ending on the last day of the calendar month most recently ended for which financial statements of the Account Debtor have been delivered to the Servicer, determined by the Servicer in good faith in accordance with a reasonable methodology that is consistent with the methodology used for similar loans under management by the Servicer.

“TTM Revenue” means, with respect to any Account Debtor, as of any particular date, the revenue of such Account Debtor for the preceding twelve-month period ending on the last day of the calendar month most recently ended for which financial statements of the Account Debtor have been delivered to the Servicer, determined by the Servicer in good faith in accordance with a reasonable methodology that is consistent with the methodology used for similar loans under management by the Servicer.

“Trust Receipt” shall have the meaning set forth under the term “Trust Receipt”, “Collateral Receipt” or other similar term in the Custodial Agreement.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“UnitedStates”meanstheUnitedStatesofAmerica.

“UnitrancheLoan”meansanyNoteReceivable(i)thatissecuredbyavalidandperfected first priority Lien on substantially all of the Account Debtor’s assets (ii) that provides that the payment obligation of the Account Debtor on such Note Receivable is senior to all other Indebtedness of such Account Debtor (other than an ABL Note Receivable) (iii) for which no other Indebtedness of the Account Debtor secured by a Lien on the collateral securing the repaymentofsuchNoteReceivableexistsorisoutstanding(otherthananABLNoteReceivable) other than permitted liens under the applicable loan documents evidencing the Note Receivable; (iv) is comprised of a first-out tranche and a last-out tranche governed by an agreement among lenders.

“UnusedFee”hasthemeaningsetforthintheLenderFeeLetter.

“U.S.GovernmentSecuritiesBusinessDay”meansanydayexceptfor(a)aSaturday,(b) a Sunday or (c) 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. Lender” has the meaning set forth in Section 16.11(c). “VoidableTransfer”hasthemeaningsetforthinSection17.8.

“Weighted Average Internal Risk Rating” means, with respect to the Eligible Note Receivables,thenumber(roundedtothenearestone-tenth(1/10th))equalto(a)thesumofthe products for each such Eligible Note Receivable of (i) the Internal Risk Rating (rounded to the nearest month) of such Eligible Note Receivable times (ii) the Outstanding Note Receivable Balance of such Eligible Note Receivable divided by (b) Aggregate Outstanding Note Receivable Balance at such time.

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“Weighted Average Interest-Only Period” means, with respect to the Eligible Note Receivablesowned bythe Borrower asofanydateofdetermination,thenumber(roundedtothe nearest one-tenth (1/10th)) equal to (a) the sumof the products for each such Eligible Note Receivable of (i) the original interest-only period (including any milestone extensions and rounded to the nearest month) of such Eligible Note Receivable times(ii) the Outstanding Note Receivable Balance of such Eligible Note Receivable subject to an interest-only period divided by (b) Aggregate Outstanding Note Receivable Balance at such time.

“Weighted Average LTV” means, with respect to the Eligible Note Receivables owned by the Borrower, as of any date of determination, the number (rounded to the nearest one-tenth (1/10thof one percent (1%)) equal to (a) the sum of the products for each such Eligible Note Receivable of (i) the LTV of such Eligible Note Receivable (at origination or as of the latest calculation date, as applicable) times (ii) the Outstanding Note Receivable Balance of such EligibleNoteReceivabledividedby(b)AggregateOutstandingNoteReceivableBalanceatsuch time.

“Weighted Average Remaining Maturity” means, with respect to the Note Receivables included in the Collateral as of any Determination Date, the number equal to (i) the sum of the products for each such Note Receivable of (A) the remaining term to maturity of such Note Receivable(inyears,roundedtothenearestonetenththereofandbasedupontheinitialmaturity date of such Note Receivable) or anyportion thereof in the event that different tranches of such Note Receivable have different maturity dates times (B) the Outstanding Note Receivable Balance of such Note Receivable or any portion thereof in the event that different tranches of such Note Receivable have different maturity dates divided by (ii) Aggregate Outstanding Note Receivable Balance at such time.

“Weighted Average Spread” means, as of any Determination Date, a fraction, expressed as a percentage (rounded up to the nearest 0.01%), (x) the numerator of which is the sum of the products for each Note Receivable accruing interest at a floating rate (excluding Defaulted Note Receivables) of (A) the Spread, on an annualized basis, of such Note Receivables (including commitment,letterofcreditandallotherfees),by(B)theOutstandingNoteReceivableBalance of such Note Receivables as of such date and (y) the denominator of which is the aggregate OutstandingNoteReceivableBalanceofallsuchNoteReceivablesaccruinginterestatafloating rate as of such date.

“Weighted Average Total Debt Ratio” means, with respect to the Eligible NoteReceivablesownedbytheBorrower,asofanydateofdetermination,thenumber(roundedtothenearestone-hundredth(1/100th))equalto(a)thesumoftheproductsforeachsuchEligibleNoteReceivable of (i) the Total Debt Ratio of such Eligible Note Receivable times (ii) theOutstanding Note Receivable Balance of such Eligible Note Receivable divided by (b) theAggregate Outstanding Note Receivable Balance at such time.

1.2 Accounting Terms. All accountingterms notspecificallydefinedhereinshall be construed in accordance with GAAP; provided, however, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after

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such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreedupon and agreed to bytheRequired Lenders,theprovisions inthisAgreementshallbecalculatedasifnosuchAccountingChangehadoccurred.Whenused herein, the term “financial statements” shall include the notes and schedules thereto. Whenever theterm“theOriginator”isusedinrespectofafinancialcovenantorarelateddefinition,itshall be understood to mean the Originator and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.

1.3 Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided however, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 shall govern.

1.4 Construction.UnlessthecontextofthisAgreementoranyotherLoanDocument clearlyrequires otherwise,references to theplural includethesingular,references to thesingular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, exceptwhereotherwiseindicated,theinclusivemeaningrepresentedbythephrase“and/or.”The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement orsuch otherLoanDocument,as thecasemaybe, as a whole and not to any particular provision of this Agreement or such other Loan Document, asthecasemaybe.Section,subsection,clause,schedule,andexhibitreferenceshereinaretothis Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments,changes,extensions,modifications,renewals,replacements,substitutions,joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean the repayment in full in cash or immediately available funds of all of the Obligations other than unasserted contingent indemnification Obligations. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

1.5 SchedulesandExhibits. Alloftheschedulesandexhibitsattachedtothis Agreement shall be deemed incorporated herein by reference.

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2.

LOANANDTERMSOFPAYMENT.

2.1 RevolverAdvances.

(a)

Subject to the terms and conditions of this Agreement, and during the Revolving Credit Availability Period, each Lender agrees (severally, not jointly or jointly and severally) to make Advances to Borrower in an amount at any one time outstanding not to exceed the lesser of

(i) such Lender’s Commitment, or

(ii) suchLender’sProRataShareoftheAvailableAmountatsuch time;

(b)

AnythingtothecontraryinthisSection2.1notwithstanding,Agentshall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base (or the Maximum Revolver Amount in the case of clause (iii) below) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves with respect to (A) sums that Borrower is required to pay (such as taxes, assessments, insurance premiums, or, in thecase ofleased assets, rents orotheramounts payableundersuchleases)and hasfailedtopayunderanySectionofthisAgreementoranyotherLoanDocument,(B)amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien ortrust, in thePermitted Discretion of Agent likelywouldhave apriority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers,mechanics,materialmen,laborers,orsuppliers,orLiensortrustsforadvalorem,excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (ii) the valuation of any Note Receivable, the Collateral securing any Note Receivable, or other Collateral and (iii) up to the aggregate amount of available unfunded revolver commitments of Borrower to the makers of Note Receivables. Notwithstanding anything to the contrary contained herein, the amount of any of any reserve will have a reasonable relationship to the event, condition or other matter that is the basis for such reserve, as determined by Agent in its Permitted Discretion.

(c)

During the Amortization Period until the reduction to zero of all outstanding commitments in respect of Revolving Note Receivables, each Lender shall make Post-TerminationRevolvingNoteReceivableFundingsuptoanaggregateamountequaltosuch Lender’s Commitment less outstanding Advances made by such Lender. Requests for and funding of Post-Termination Revolving Note Receivable Fundings shall be made in accordance the procedures set forth in Section 2.2; provided, that the Agent may, in its sole discretion, advance funds constituting Post-Termination Revolving Note Receivable Fundings to (i) the Borroweror (ii)the applicable Account Debtordirectly, onbehalfoftheBorrower,andineither case, such funds shall be used solely for the purpose of funding advances requested by an Account Debtor under a Revolving Note Receivable.

(d)

AmountsborrowedpursuanttothisSection2.1mayberepaidand,subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

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2.2 BorrowingProceduresandSettlements.

(a)

Procedure for Borrowing. On the terms and conditions hereinafter set forth, the Borrower may, by delivery of an irrevocable written request to the Agent (any such request, a “Funding Request”), from time to time on any Business Day during the Revolving CreditAvailabilityPeriod(butnotmorethantwicepercalendarweek),atitsoption,requestthat theLendersmakeAdvancestoitinanamountwhich,atanytime,shallnotexceedtheAvailable Amount in effect on the related Funding Date.

(i) Such Funding Request shall be delivered not later than 4:00 p.m. (New York City time) on the date which is two (2) Business Days prior to the requested FundingDate.EachFundingRequestshallspecifytheaggregateamountoftherequested Advance, which shall be in an amount equal to at least $500,000. Each FundingRequest shall be executed by an Authorized Person of the Borrower and be accompanied by (i) a certificate of the Borrower, depicting the outstanding amount of Advances under this Agreement and representing that all conditions precedent for a funding have been met, including a representation by the Borrower that the requested Advance shall not, on the Funding Date thereof, exceed the Available Amount on such day, (ii) a Borrowing Base Certificate as of the applicable Funding Date (giving pro forma effect to the Advance requested and the use of proceeds thereof), (iii) an updated schedule listing of all Note ReceivablesincludingeachNoteReceivablethatissubjecttotherequestedAdvance,(iv) the proposed Funding Date, and (v) wire transfer instructions for the Advance. Upon receiptofsuchFundingRequest,theAgentshallpromptlyforwardsuchFundingRequest to the Lenders.

(ii) A Funding Request shall be irrevocable when delivered; provided however, that if the Borrowing Base calculation delivered pursuant to clause (ii)above includes a NoteReceivable whichdoes notbecomepart oftheBorrowerCollateral on or before the applicable Funding Date as anticipated, and the Borrower cannot otherwise make the representations required pursuant to clause (i) above,the Borrowershall revise theFundingRequestaccordingly,andshallpayanyloss,costorexpenseincurredbyany Lender in connection with the broken funding evidenced by such revised Funding Request.

(iii) On the Funding Date following the satisfaction of the applicable conditionssetforthinthisSection2.2(a)andArticleIII,theLendersshallmakeavailable to the Agent at its address listed beneath its signature on its signature page to this Agreement (or on the signature page to the joinder agreement pursuant to which it became a party hereto), for deposit to the Operating Account, an amount equal to such Lender’s Pro Rata Share of the Advance then being made. Each wire transfer of an AdvancetotheBorrowershallbeinitiatedbytheapplicableLendernolaterthan3:00 p.m. (New York City time) on the applicable Funding Date. The obligation of each LendertoremititsProRataShareofanysuchAdvanceshallbeseveralfromthatofeach otherLender,andthefailureofanyLendertosomakesuchamountavailabletothe Borrower shall not relieve any other Lender of its obligation hereunder.

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(iv) The Borrower shall deliver to the Agent any other documents or materials reasonably requested with respect to each Note Receivable, promptly upon request therefor.

(b)

Extension of Commitment Termination Date. The Borrower may, no later than forty-five (45) days prior to the then current anniversary of the Closing Date, by written notice to the Agent, make written requests for the Lenders to extend the Commitment Termination Date for an additional revolving period of 364 days. The Agent will give prompt noticetoeachLenderofitsreceiptofsuchrequestforextensionoftheCommitmentTermination Date.EachLendershallmakeadetermination,initssolediscretionandafterafullcreditreview, not less than fifteen (15) days prior to the then applicable anniversary of the Closing Date as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of any Lender to make a timely response to the Borrower’s request for extension of the Commitment Termination Date shall be deemed to constitute an acceptancea rejectionby such Lender to extend the Commitment Termination Date.

(c)

Notation. Agent shall record on its books the principal amount of the Advances owing to each Lender, and the intereststherein of each Lender, from timetotime and suchrecordsshall,absentmanifesterror,conclusivelybepresumedtobecorrectandaccurate.In addition,eachLenderisauthorized,atsuchLender’soption,tonotethedateandamountofeach payment or prepayment of principal of such Lender’s Advances in its books and records, including computer records.

(d)

Defaulting Lenders. Agent shall not be obligated to transfer to a DefaultingLenderanypaymentsmadebyBorrowertoAgentfortheDefaultingLender’sbenefit or any Collections or proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments to each non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of an Advance(orotherfundingobligation)wasfundedbysuchothernon-DefaultingLender),(i)toa suspense account maintained by Agent, the proceeds of which shall be retained by Agent and maybe made available to be re-advanced to or for the benefit of Borrower as if such Defaulting Lenderhadmadeitsportion of Advances (orother fundingobligations)hereunder, and(ii)from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with clause (K)of Section 2.4(b). Subject to the foregoing, Agent may hold and, in its discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained byAgent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the Unused Fee, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. The provisions of this Section 2.2(d)shall remain effective with respect to such Defaulting Lender until the earlier of (x)thedateonwhichallofthenon-DefaultingLenders,Agent,andBorrowershallhavewaived, inwriting,theapplicationofthisSection2.2(d)tosuchDefaultingLender,or(y)thedateon which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owingbyDefaulting Lender inrespect of theamounts that itwasobligatedtofundhereunder,and,ifrequestedbyAgent,providesadequateassuranceofits ability to perform its future obligations hereunder. The operation of this

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Section2.2(d)shall not be construed to increase or otherwise affect the Commitment of anyLender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower, at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completedformofAssignmentandAcceptanceinfavorofthesubstituteLender(andagreesthat it shall bedeemed to haveexecutedanddeliveredsuchdocument ifit fails to do so)subject only to being paid its share of the outstanding Obligations; provided, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.2(d)and anyother provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with eachother.Intheeventofanyactual,irreconcilableconflictthatcannotberesolvedasaforesaid, the terms and provisions of this Section 2.2(d)shall control and govern.

(e)

Independent Obligations. All Advances shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for anyfailure byanyother Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of anyLender beincreasedordecreasedasaresultofanyfailurebyanyotherLendertoperformitsobligations hereunder,and(ii)nofailurebyanyLendertoperformitsobligationshereundershallexcuseany other Lender from its obligations hereunder.

2.3 Payments;Overadvances;VoluntaryPrepayment;CollectionsAccountRelease.

(a)

PaymentandVoluntaryPrepayment.

(i) Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 2:00 p.m. (New York time)on the date specified herein. Any payment received by Agent later than 2:00 p.m. (New Yorktime)shallbedeemedtohavebeenreceivedonthefollowingBusinessDayandany applicable interest, fee shall continue to accrue until such following Business Day.

(ii) Unless Agent receives notice from Borrower prior to the date on which anypaymentorvoluntaryprepaymentisduetotheLendersthatBorrowerwillnot make such payment or voluntary prepayment in full as and when required, Agent may assumethatBorrowerhasmade(orwillmake)suchpaymentorvoluntaryprepaymentin full to Agent on such date in immediately available funds and Agent may (but shall not be

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so required), in reliance upon such assumption, distribute to each Lender onsuchdue date an amount equal to the amount then due such Lender. If and to the extent Borrower does not make such payment or voluntary prepayment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(b)

Overadvances. If, at any time or for any reason, the aggregate principal balance of the Advances owed by Borrower to the Lender Group is greater than the Maximum Availability(an “Overadvance”), Borrowershall, withintwo (2) Business Days (i)solelyduring the Revolving Credit Availability Period, increase the aggregate principal amount of Eligible NoteReceivablesownedbytheBorrowersothatsuchOveradvanceiscuredor(ii)paytoAgent, in cash,the amount of such excess (to the extent not paid sooner from Collections), which amount shall be used by Agent to reduce the outstanding principal balance of the Advances, together with interest on such excess accrued to the date of prepayment, (such payment, a “Mandatory Prepayment”). Borrower promises to pay the Obligations (including principal, interest,fees,costs,andexpenses)infullontheMaturityDateor,ifearlier,onthedateonwhich the Obligations become due and payable pursuant to the terms of this Agreement and the other Loan Documents.

(c)

Voluntary Prepayment. From time to time during the Revolving Credit Availability Period, by delivering to Agent a written notice and on any date that is not a Remittance Date, the Borrower mayprepayall or anyportion ofthe Advancesthenoutstanding, other than with respect to Mandatory Prepayments, by delivering to the Agent a Prepayment Notice at least two (2) Business Days prior to thedate ofsuchprepayment (orsuchlatertime as the applicable Lenders, in their respective sole discretion, may agree), specifying the date and amount of the prepayment. Any prepayment by the Borrower of Advances pursuant to this Section 2.3(c), other than with respect to Mandatory Prepayments, shall be in a minimum amount of $500,000 with integral multiples of $100,000 above such amount (except that, in the case of a prepayment of all Advances then outstanding, such prepayment need not be in an integral multiple of $100,000); any amount so prepaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Credit Availability Period. A Prepayment Notice shall be irrevocable when delivered.If any Prepayment Notice relating to any prepayment is given, the amount specified in such Prepayment Notice shall be due and payable on the date specified therein unless such prepayment is conditioned upon the incurrence of indebtedness by the Borrower.

2.4 ApportionmentandApplicationofPayments.

On each Remittance Date, the Servicer on behalf of the Borrower shall pay for receipt by the applicable Lender no later than 11:00 a.m. (New York City time) to the following Persons,from (amounts on deposit in the Collection Account, including, all Collections, to the extent of available funds (the “Available Collections”) the following amounts in the following order of priority (the “Priority of Payments”):

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(a)

During the Revolving Credit Availability Period, and in each case unless otherwisespecifiedbelow,applyingAvailableCollections(provided,that,AvailableCollections which do not constitute Principal Collections shall be applied to the extent available before any Available Collections constituting Principal Collections are applied):

(A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any;

(B) SECOND, to the Collateral Custodian, any accrued and unpaid Collateral Custodian Fee and expenses for the related Collection Period;

(C) THIRD, (1) first, to the Investment Manager, any accrued andunpaidManagementFee(includinganyManagementFeethatwasdeferredor waived in whole or in part on a prior Remittance Date) plusany accrued and unpaid reimbursable expenses owing under the terms of the Investment Management Agreement and (2) second, to the Servicer, any accrued and unpaid Servicer Fee (including anyServicer Fee that was deferred or waived in whole or in part on a prior Remittance Date) plusany accrued and unpaid reimbursable expenses owing under the terms of the Servicing Agreement; provided, that the amount of reimbursable expenses paid pursuant to sub-clauses (1) and (2) on any Remittance Date maynot exceed $50,000 without the prior written consent of the Agent (the “Expense Cap”);

(D) FOURTH, to the Agent, any accrued and unpaid fees and expenses of the Agent for the related Collection Period;

(E) FIFTH, to the Agent for payment to each Lender, any accrued and unpaid interest, Unused Fee and expenses for the related Collection Period;

(F) SIXTH,totheAgentforpaymenttoeachLender,prorata (1) if the Asset Quality Tests are satisfied, an amount equal to the excess, if any, of outstanding Advances over the Maximum Availability and (2) if any of the AssetQualityTestsarenotsatisfied,anamountnecessarytoreducetheexcess,if any, of outstanding Advances over the Maximum Availability;

(G) SEVENTH,totheAgentforpaymenttoeachLender,inthe amountofunpaidcostsorexpenses,and/ortaxes(ifany)chargeabletothe Borrower hereunder and owed to such Lender;

(H) EIGHTH, to the Agent, all other amounts or Obligations then due under this Agreement or the other Loan Documents to the Agent, the Lenders or any Indemnified Person, each for the payment thereof;

(I) NINTH,(1)first,totheCollateralCustodian,allother amounts then due under this Agreement or the other Loan Documents to the Collateral Custodian, for the payment thereof, (2) second, to the Investment Manager, all other amounts then due under this Agreement or the other Loan Documents to the Investment Manager, for the payment thereof and (3) third, to the

51

Servicer, all other amounts then due under this Agreement or the other Loan DocumentstotheServicer,ineachcase,totheextentnotpaidpursuanttoclauses SECOND and THIRD above and subject to the Expense Cap; and

(J) TENTH,allremainingamountstotheBorrower.

(b)

During the Amortization Period, to the extent of Available Collections (provided, that, (i) Available Collections which do not constitute Principal Collections shall be appliedtoclausesFIRSTthroughFIFTHtotheextentavailablebeforeanyAvailableCollections constitutingPrincipal Collections are applied, (ii) unless an Event ofDefault shall haveoccurred and be continuing, onlyAvailable Collections constitutingPrincipal Collections shall be applied to clause SIXTH) and (iii) only Available Collections which do not constitute Principal Collections shall be applied to clause SEVENTH:

(A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any;

(B) SECOND, to the Collateral Custodian, any accrued and unpaid Collateral Custodian Fee and expenses for the related Collection Period;

(C) THIRD, (1) first, to the Investment Manager, any accrued andunpaidManagementFee(includinganyManagementFeethatwasdeferredor waived in whole or in part on a prior Remittance Date) plusany accrued and unpaid reimbursable expenses owing under the terms of the Investment Management Agreement and (2) second, to the Servicer, any accrued and unpaid Servicer Fee (including anyServicer Fee that was deferred or waived in whole or in part on a prior Remittance Date) plusany accrued and unpaid reimbursable expenses owing under the terms of the Servicing Agreement; provided, that the amount of reimbursable expenses paid pursuant to sub-clauses (1) and (2) on any Remittance Date may not exceed the Expense Cap without the prior written consent of the Agent;

(D) FOURTH, to the Agent, any accrued and unpaid fees and expenses of the Agent for the related Collection Period;

(E) FIFTH, to the Agent for payment to each Lender, any accrued and unpaid interest, Unused Fee and expenses for the related Collection Period;

(F) SIXTH,totheAgentforratablepaymenttoeachLender,in an amount to reduce outstanding Advances to zero;

(G) SEVENTH,(1)first,totheAgentforpaymenttoeach Lender,prorata,75%ofsuchAvailableCollectionswhichdonotconstitute Principal Collections, up to a maximum of the amount to reduce outstanding Advancestozero,and(2)second,to25%ofsuchAvailableCollectionswhichdo not constitutePrincipalCollections totheBorrower; provided,that(i)ifanEvent of Default has occurred and is continuing, (ii) any of the Asset Quality Tests are not satisfied, (iii) if there are eleven (11) or fewer unaffiliated Account Debtors

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with respect to the Eligible Note ReceivablessReceivables, or (iv) such Remittance Date occurs after the first twelve months of the Amortization Period, to the Agent for payment to each Lender, pro rata, 100% of such Available Collections which do not constitute Principal Collections in an amountnecessary to reduce outstanding Advances to zero;

(H) EIGHTH, to the Agent for payment to each Lender, in the amount of unpaid increased costs and/or taxes (if any) payable by the Borrower hereunder and owed to such Lender;

(I) NINTH,totheAgent,allotheramountsorObligationsthen due under this Agreement or the other Loan Documents to theAgent, the Lenders (other than any Defaulting Lenders) or any Indemnified Person, each for the payment thereof;

(J) TENTH, (1) first, to the Collateral Custodian, all other amounts then due under this Agreement or the other Loan Documents to the Collateral Custodian, for the payment thereof, (2) second, to the Investment Manager, all other amounts then due under this Agreement or the other Loan Documents to the Investment Manager, for the payment thereof, and (3) third, to the Servicer, all other amounts then due under this Agreement or the other Loan DocumentstotheServicer,ineachcase,totheextentnotpaidpursuanttoclauses SECOND and THIRD above and subject to the Expense Cap;

(K) ELEVENTH, to the Agent, all other amounts or Obligations then due under this Agreement or the other Loan Documents to any Defaulting Lender, each for the payment thereof; and

(L) TWELFTH,allremainingamountstotheBorrower.

Inthe event of adirectconflictbetweenthepriorityprovisionsofthis Section2.4andotherprovisions contained inthis Agreement oranyotherLoanDocument,it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4shall control and govern.

2.5 InterestRates:Rates,Payments,andCalculations.

(a)

InterestRates.ExceptasprovidedinSection2.5(b)below,allObligations that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the DailyBalance thereof at a per annum rate equal to the Interest Rate at such time.

(b)

Default Rate. Upon the occurrence and during the continuation of an Event of Default (and at the election of Agent or the Required Lenders by notice to the Borrower), all Obligations that have been charged to the Loan Account pursuant to the terms hereof shall bear

53

interest on the Daily Balance thereof at a per annum rate equal to two percent (2.0%) above the Interest Rate otherwise applicable hereunder (the “Default Rate”).

(c)

Payment.Excepttotheextent,ifany,providedtothecontraryin Section2.10or Section 2.12, interest and all other fees payable hereunder shall be due and payable, in arrears, (i) on the first day of each month at any time that Obligations or Commitmentsareoutstanding,and(ii)ontheMaturityDate.BorrowerherebyauthorizesAgent, fromtimetotimewithoutpriornoticetoBorrower,tochargeallinterestandfees(whendueand payable), all Lender Group Expenses (as and when incurred), all fees and costs provided for in Section 2.10(as and when accrued or incurred), and all other payments as and when due and payableunderanyLoanDocumenttoBorrower’sLoanAccount,allofwhichamountsthereafter shall constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances hereunder. Any interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document that are charged to the Loan Account shall thereupon constitute Advanceshereunder andshall accrueinterest at the ratethen applicable to Advances hereunder.

(d)

Computation. All interest and fees chargeableunder the Loan Documents shall be computed on the basis of a 360-dayyear for the actual number of days elapsed.

(e)

Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith,exceedthehighestratepermissibleunderanylawthatacourtofcompetentjurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.6 CashManagement.

(a)

Borrower, Servicer or Investment Manager shall, (i) establish and maintainCashManagementServicesofatypeandontermssatisfactorytoAgentatoneormore of thebanks set forth onSchedule2.6(a) (each, a “CashManagement Bank”),includingwithout limitation, the Collection Account Bank and shall request in writing and otherwise take such reasonable steps to ensure that all of Borrower’s Account Debtors (and third partypayors in the case of Account Debtors with governmental and institutional payors or related administrative or paying agents under the NoteReceivable Documents) forwardpaymentofthe amountsowedby them directly to the applicable Cash Management Account, (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, allCollections received in good funds (includingthosesentdirectlybytheir Account Debtors to Borrower) into the applicable Cash Management Account, (iii) cause all payments for each sale or other disposition of one or more Note Receivables or payment in full of one or more Note Receivables in connection with the refinancing of such Note Receivable or the sale and release of the collateral securing such Note Receivable to be made by the escrow company, title insurance company or

54

refinancing lender or purchaser directly to the applicable Cash Management Account by wire transfer or check drawn on the account of such escrow company or title insurance company or by cashier’s check.

(b)

In the event that Borrower, the Servicer, the Investment Manager, or any of their agents or Affiliates receives any Collections in a manner other than through a deposit into the Collection Account or Cash Management Account, the Borrower, the Servicer, the Investment Manager, as applicable, shall receive all such payments in trust for the sole and exclusive benefit of Agent, and such Borrower, Servicer or Investment Manager, as applicable, shall deliver, or shall cause their agent or Affiliate to deliver, as applicable, to the Collection Account or Cash Management Account within two (2) days all such Collections in the form so received, as and when received by Borrower, the Servicer, the Investment Manager, or any of their agents or Affiliates, as applicable.

(c)

Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance acceptable to Agent in its Permitted Discretion. Each such Cash Management Agreement shall provide, amongother things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Bank without further consent by Borrower, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash ManagementAccountandforreturnedchecksorotheritemsofpayment,and(iii)itwillforward all amounts in the applicable Cash Management Account to the Collection Account within two (2)daysofreceipt.

(d)

So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.6(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shallbereasonablysatisfactorytoAgentandAgentshallhaveconsentedinwritinginadvanceto the establishment of such Cash Management Account with the prospective Cash Management Bank,and(ii)priortothetimeoftheopeningofsuchCashManagementAccount,Borrowerand such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptlyand in anyevent within thirty(30)days ofnotice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days of notice from Agent that the operatingperformance,fundstransfer,oravailabilityproceduresorperformanceoftheCash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment.

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(e)

Notwithstanding anything to the contrarycontained herein or in anyother Loan Document, the Borrower may use an administrative or paying agent to service its Note Receivables,andtheBorrower’srepresentations,warrantiesandcovenantshereunder(including, without limitation, those set forth in this Section 2.6) shall be deemed to be satisfied if made or completed by such administrative or paying agent.

2.7 Crediting Payments. The receipt of any payment item by Agent shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Agent’s Account or unless and until such payment item is honored when presented for payment. Should anypayment item not be honored when presented forpayment,thenBorrowershallbedeemednottohavemadesuchpaymentandinterestshallbe calculated accordingly. Anything to the contrarycontained hereinnotwithstanding, anypayment item shall be deemed received by Agent only if it is received into the Agent’s Account on a Business Day on or before 2:00 p.m. (New York time). If anypayment item is received into the Agent’s Account on a non-Business Dayor after 2:00 p.m. (New York time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.8 Operating Account. Agent is authorized to make the Advances under this Agreementbasedupontelephonicorotherinstructionsreceivedfromanyonepurportingtobean Authorized Person or, without instructions, if pursuant to Section 2.5(c). Unless otherwise agreed by Agent and Borrower, any Advance requested by Borrower and made by Agent or the Lenders hereunder shall be made to the Operating Account.

2.9 Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrower (the “Loan Account”) on which Borrower shall be charged with all Advances made by Agent or the Lenders to Borrower or for Borrower’s account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.6, the Loan Account will be credited with all payments received by Agent from Borrower or for Borrower’s account. Agent shall render statements regarding the LoanAccounttoBorrower,includingprincipal,interest,fees,andincludinganitemizationofall charges and expenses constituting Lender Group Expenses owing, and such statements, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and the Lender Group unless, within thirty (30) days after receiptthereofbyBorrower,BorrowershalldelivertoAgentwrittenobjectiontheretodescribing the error or errors contained in any such statements.

2.10 Fees.BorrowershallpaytoAgentthefollowingfeesandcharges,whichfeesand chargesshallbenon-refundablewhenpaid(irrespectiveofwhetherthisAgreementisterminated thereafter) and shall be apportioned among the Lenders in accordance with the terms of letter agreements between Agent and individual Lenders:

(a)

FeesUnderFeeLetters.Asandwhendueandpayableunderthetermsof (i) the Agent Fee Letter, Borrower shall payto Agent for the account of Agent the fees set forth in the Agent Fee Letter and (ii) the Lender Fee Letter, Borrower shall pay to Agent for the account of the Lenders the fees set forth in the Lender Fee Letter.

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(b)

Audit, Appraisal, and Valuation Charges. For the separate account of Agent, Borrower shall pay to or at the direction of Agent reasonable audit, appraisal, and valuationfeesandchargesincurredinconnectionwithfinancialorcollateralauditsorappraisals of Borrower, or appraisals of the Collateral or any portion thereof; provided that (A) so long as no Default or Event of Defaulthasoccurred andis continuing, Borrower willnotbe charged for more than one (1) financial or collateral inspection, audit or appraisal during anycalendar year, whether pursuant to this Agreement, and (B) so long as no Event of Default has occurred and is continuing,noneof Borrower,the OriginatornortheInvestmentManagerwillbechargedforan aggregate amount in excess of $40,000 for fees and charges during any calendar year covering financial or collateral inspections, audits or appraisals pursuant to this Agreement.

2.11 CapitalRequirements.

(a)

If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law),hastheeffectofreducingthereturnonsuchLender’sorsuchholdingcompany’scapitalas a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’scapital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within ninety (90) days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determiningsuch amount, such Lendermayuseanyreasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensationpursuanttothisSection2.11(a)shallnotconstituteawaiverofsuchLender’sright to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for anyreductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(b)

IfanyLenderrequestsadditionalorincreasedcostsreferredtoin Section2.11(b)oramountsunderSection2.11(a)orsendsanoticeunderSection2.11(b)relative to changed circumstances (any such Lender, an “Affected Lender”), then such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce

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amounts payable pursuant to Section 2.11(b)or Section 2.11(a), as applicable, or wouldeliminatetheillegalityorimpracticalityoffundingormaintaininganyAdvanceand(ii)in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrower’s obligation to pay any future amounts to such Affected Lender pursuant to Section2.11(b)or Section 2.11(a), as applicable, or to enable Borrower to obtain Advances, then Borrower (without prejudice to any amounts then due to such Affected Lender under Section2.11(b)or Section2.11(a), as applicable) may, unless prior to the effective date of any such assignmenttheAffectedLenderwithdrawsitsrequestforsuchadditionalamountsunderSection2.11(b)or Section 2.11(a), as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain Advances, may seek a substitute Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s Commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and Commitments, pursuant to an Assignment and Acceptance Agreement, and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement.

2.12 Interest Rates. Interest Rates. Except as otherwise provided in Sections 2.5(b)and2.11(b),interestontheAdvancesshallbechargedatarateequaltothelesserof(i)the Benchmark plus the Applicable Margin or (ii) the maximum rate of interest allowable by Law. TheAgentshalldetermineTermSOFRforeachCollectionPeriodandshallprovidewritten notice thereof to the Borrower on each Benchmark Determination Date.

2.13 AlternateRateofInterest.

(a)

Benchmark Replacement.Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Agent has not received, bysuch time, writtennotice ofobjection to such amendment from Lenderscomprising the Required Lenders.No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.13will occur prior to the applicable Benchmark Transition Start Date.

(b)

Benchmark Replacement Conforming Changes.In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Agent will havethe right to makeConformingChanges from time to time and,notwithstanding anythingto the contrary herein or in any other Loan 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 Loan Document.

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(c)

Notices; Standards for Decisions and Determinations.The Agent will promptly notify the Borrower and the Lenders of the implementation of any Benchmark Replacement and the effectiveness of any Conforming Changes.The Agent will notify the Borrower and the removal or reinstatement of any tenor of a Benchmark. Any determination, decision or election that may be made by the Agent or Lenders pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrenceof an event, circumstanceordate and anydecision totakeorrefrainfromtaking anyaction, will be conclusive and binding absent manifest error and maybe made in its ortheir sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.13and shall not be a basis of anyclaim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually by each party hereto.

(d)

Unavailability of Tenor of Benchmark.Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if any 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 bythe Agent in its reasonablediscretion or (B) the administrator ofsuch Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that anytenor for such Benchmark is not or willnotberepresentativeorincompliancewithoralignedwiththeInternationalOrganizationof Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmarksettingsatoraftersuchtimetoremovesuchunavailable,non-representative, non-compliant or non-aligned 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 nolonger, subject to anannouncement that it is not or will not be representative or incompliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Agent maymodifythedefinition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)

Benchmark UnavailabilityPeriod.Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for an Advance during any Benchmark Unavailability Period and, failing that, the BorrowersBorrowerwill be deemed to have converted any such request into a request for a Borrowing of Advances bearing interest at the Prime Rate. During any Benchmark UnavailabilityPeriodoratanytimethatatenorforthethen-currentBenchmarkisnotan Available Tenor, the component of the Prime Rate based upon the then-current Benchmark or suchtenorforsuchBenchmark,asapplicable,willnotbeusedinanydeterminationofthePrime Rate.

2.14 Increase in Facility Amount. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Closing Date until the CommitmentTerminationDate,toincreasetheFacilityAmountbyanamountupto $175,000,000 (for a total maximum FacilityAmount of $250,000,000). The followingterms and conditions shall

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applyto anysuch increase: (i) anysuch increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) theCommitment of anyLender may not be increased without the prior written consent of such Lender; (iii) any increase in the FacilityAmountshallbeinaminimumprincipalamountof(x)ifsuchincreaseshallbeobtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (x) increase the Commitment of a Lender without such Lender’s consent or (y) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.14); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) at the Borrower’s request, the Syndication Agent maysolicit one or more additional syndicate Lenders with the consent of the Borrower, (ix) the conditions set forth in Section 3.3shall be satisfied in all material respects; (x) after giving effect to any such increase in the Facility Amount, no Default, Event of Default or Early Termination Event shall have occurred; (xi) the Borrower shall have provided to the Agent, at least thirty(30)days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of anyincrease in the FacilityAmount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willingtotakeshallexceedtheamountrequestedbytheBorrower,suchexcessshallbeallocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken byexisting Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to beotherthanthoseineffectpriorto theincrease,then the LoanDocuments shall,with the consent ofthe Agent andtheLenders,beamendedtotheextentnecessarytoincorporateany such different terms.

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2.15 Discretionary Sales of NoteReceivables.OnanyDiscretionarySaleSettlement Date, the Borrower shall have the right to sell or assign and the Agent shall release the Lien grantedhereunderover,oneormoreNoteReceivables,inwholebutnotinpart(a“DiscretionarySale”), subject to the following terms and conditions and subject to the other restrictions contained herein:

(a)

anyDiscretionarySaleshallbemadebytheBorrowerinatransaction (A)arranged by the Servicer (or, if a Successor Servicer shall have been appointed pursuant to the Servicing Agreement, arranged by the Borrower with the approval of the Agent) in accordance with the Servicing Standard, (B)reflecting arm’s-length market terms, (C)in which theBorrowermakesnorepresentations,warrantiesorcovenantsandprovidesnoindemnification for the benefit of any other party to the Discretionary Sale (other than any representations, warranties or covenants relating to the Borrower’s ownership of or clean title to the Note Receivables that are the subject of the Discretionary Sale that are standard and customary in connection with such a sale or for which the Originator has agreed to fully indemnify the Borrower), (D)of which the Agent and the Lenders shall have received two (2) Business Days’ (or such shorter period as the Required Lenders shall consent to) written notice (such notice, a “Discretionary Sale Notice”) which notice shall provide a description of the terms of the DiscretionarySale,(E)inconnectionwithwhich,noselectionproceduresadversetotheLenders have been used to select the Note Receivables subject to such Discretionary Sale, and (F)if occurringaftertheTerminationDate,whichtheRequiredLendersshallhaveapprovedinwriting (in their sole discretion);

(b)

after giving effect to the Discretionary Sale on the related Discretionary Sale Trade Date and the payment of funds from the sale into the Collection Account required under Section 2.15(d), (A)all representations and warranties of the Borrower contained in Section 5shall be true and correct as of the DiscretionarySale Trade Date, (B)neither an Event of Default, nor a Default shall have occurred and be continuing (C)no Overadvance shall have occurred and be continuing, and, if such Discretionary Sale Trade Date takes place during the Amortization Period, following the application of the funds described in clause(d)below, the ratio of the Borrowing Base to the Daily Balance shall have been improved, and (D) if such Discretionary Sale Trade Date takes place during the Amortization Period, each component of the Asset Quality Test shall have been maintained or improved;

(c)

onthe DiscretionarySale Trade Date,the Borrower andtheServicershall bedeemedtohaverepresentedandwarrantedthattherequirementsofSection2.15(b)shallhave been satisfied as of the related Discretionary Sale Trade Date after giving effect to the contemplated Discretionary Sale; and

(d)

on the related Discretionary Sale Settlement Date, the Agent shall have receivedintotheCollectionAccount,inimmediatelyavailablefunds,anamount(i)otherthanas described in clause(ii)below, equal to the sum of (A)the portion of the Daily Balance to be prepaid, if any, so that the requirements of Section 2.15shall have been satisfied as of such DiscretionarySaleSettlementDateplus(B)anamountequaltoallunpaidinterestattributableto that portion of the DailyBalance to be paid in connection with the DiscretionarySale and (ii)in thecaseofasaleofanyNoteReceivablesfollowingtheendoftheRevolvingCreditAvailability Period, equal to the proceeds of such Discretionary Sale.

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InconnectionwithanyDiscretionarySale,followingreceiptbytheAgentoftheamounts referred to in Section 2.15(d)above (receipt of which shall be confirmed by the Agent), there shallautomaticallybereleasedtotheBorrower(forfurthersaletoapurchaser)withoutrecourse, representation or warranty of any kind all of the right, title and interest of the Agent and the Lendersin,toandundertheportionoftheCollateralsubjecttosuchDiscretionarySaleandsuch portion of the Collateral so released shall automaticallybe released from anyLien and the Loan Documents (subject to the requirements set forth above in this Section 2.15).

In connection with any Discretionary Sale, on the related Discretionary Sale Settlement Date, the Agent on behalf of the Lenders shall, at the Borrower’s cost and expense, (i) execute such instruments of release with respect to the portion of the Collateral to be released to the Borrower, in recordable form if necessary, in favor of the Borrower as the Servicer on behalf of the Borrower may reasonably request, (ii) deliver any portion of the Collateral to be released to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, as are determinedbytheBorrowerorServicertobereasonablynecessaryandappropriatetoreleasethe Lien ontheportionoftheCollateraltobereleasedtotheBorrowerandreleaseanddelivertothe Borrower such portion of the Collateral to be released to the Borrower.

3.

CONDITIONS;TERMOFAGREEMENT.

3.1 Conditions Precedent to the Closing Date and Initial Extension of Credit. The occurrence of the Closing Date and the obligation of each Lender to make or maintain any extension of credit under this Loan and Security Agreement, is subject to the fulfillment, to the satisfactionofAgentandeach Lender(themakingofsuchinitialextensionofcreditbyaLender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent:

(a)

Agentshallhavereceivedfinancingstatementstobefiledinsuchofficeor offices as maybe necessaryor, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral, and Agent shall have received searches reflecting the filing of all such financing statements;

(b)

Agent shall have received each of the following documents, in form and substancesatisfactorytoAgent,dulyexecuted,andeachsuchdocumentshallbeinfullforceand effect:

(i)

theClosingCertificates,

(ii)

thePledgeAgreement,

(iii)

theCustodialAgreement,

(iv)

eachoftheAgentFeeLetterandtheLenderFeeLetter,

(v)

theServicingAgreement,

(vi)

theSub-ServicingAgreement,

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(vii)

thePurchaseandContributionAgreement,

(viii)

theMasterParticipationAgreement,and

(ix)

a file-stamped copy of a UCC-1 financing statement naming the Originator as seller and Borrower as buyer, filed with the Delaware Secretaryof State to perfect thetransfer and sale of NoteReceivables to Borrower from timeto timepursuant to the Purchase and Contribution Agreement.

(c)

Secretary’sCertificatesfromtheSecretary(orequivalent)ofeachof (a) Borrower, (b) the Originator, (c) the Servicer and (d) Investment Manager, dated as of the Closing Date, in form and substance satisfactory to Agent, certifying that (i) a copy of such Person’s Certificate of Formation and Operating Agreement or Certificate or Articles of Incorporation (as applicable) and any other Governing Documents, as well as all amendments thereto, are attached, (ii) other than as reflected by the documents delivered pursuant to (i) above, no action or proceeding for the amendment of such Person’s Governing Documents has been taken or is presently contemplated, (iii) attached is a complete and correct copy of an authorization by or resolution of such Person’s members, managers or board of directors (as applicable) authorizing such Person’s execution, delivery and performance of the Loan Agreement and the other Loan Documents to which it is a party and the transactions contemplated thereby, and (iv) a specimen signature of each manager, member or officer of such Person who is authorized to execute the Loan Documents on behalf of such Person is included and that each of such individuals is duly qualified as of the Closing Date;

(d)

Agent shall have received copies of Borrower’s, the Originator’s, the Servicer’s and Investment Manager’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Person or the Manager of such Person, as applicable;

(e)

Agent shall have received certificates of status with respect to Borrower, the Investment Manager, the Servicer and the Originator, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization ofsuchPerson,whichcertificateshallindicatethatsuchPerson is ingoodstanding in such jurisdiction;

(f)

Agent shall have received certificates of status with respect to Borrower, the Investment Manager, the Servicer and the Originator, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (otherthanthejurisdictionoforganizationofsuchPerson)inwhichitsfailuretobeduly qualifiedcouldreasonablybeexpectedtoresultinaMaterialAdverseChange,whichcertificates shall indicate that such Person is in good standing in such jurisdictions;

(g)

Agent shall have received an opinion or opinions of Borrower’s, the Originator’s, and Investment Manager’s counsel in form and substance satisfactoryto Agent;

(h)

Agent shall have (a) received internal credit approval and (b) completed its business, legal, and collateral due diligence, including a review of the legal structure of the

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Originator, Investment Manager, the Servicer, Borrower and their Affiliates, the operating and accounting systems and controls of the Originator, Investment Manager, the Servicer, and Borrower, collateral audit and review of the books and records of the Originator, Investment Manager,theServicer,andBorrower,areviewoftheircollateralvaluationmethods,verification of each ofsuchPerson’s representations and warranties tothe Lender Group, andverification of third-partyservice providers, in each case, the results of which shall be satisfactoryto Agent;

(i)

Borrower shall pay all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement;

(j)

with respect to each Eligible Note Receivable, Agent or the Collateral Custodian shall be in possession of all of the Required Asset Documents;

(k)

Agent shall have received a Trust Receipt and Loan Schedule and Exception Report in accordance with the Custodial Agreement;

(l)

Agent shall have received and approved the Required Procedures, which Required Procedures shall be consistent withthosepreviouslyrepresented to Agent andshall be acceptable to Agent in its Permitted Discretion;

(m)

Agent’s counsel shall have received and reviewed all standard documentation evidencing, governing, securing and guaranteeing Note Receivables, and been satisfiedsuchdocumentationprovidesBorrowerandAgentwithappropriaterightsandremedies to enforce anynecessary collection actions with respect to such Note Receivables;

(n)

Agent shall have received evidence satisfactory to Agent either that any Person having a Lien (except for Permitted Liens, if any) with respect to the assets of Borrower shall have released such Lien or that such Lien shall be automatically terminated upon the funding of the Advances to be made on the Closing Date;

(o)

Borrower,theOriginator,theServicerandInvestmentManagershallhave received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrower, the Originator or Investment Manager of the Loan Documents or with the consummation of the transactions contemplated thereby;

(p)

Agent shall have received evidence satisfactory to Agent that as of the dateof,andaftergivingeffectto,theinitialAdvance,theOriginatorhasraisedaminimumof $50,000,000 in committed equitycapital;

(q)

Agent shall have received and reviewed a copy of the finalized disaster recovery plan for the Originator, the Servicer and Investment Manager’s, the results of which shall be satisfactory to Agent;

(r)

Agentshallhavereceivedcopiesofthemostrecentfinancialstatementsof the Originator and the Investment Manager;

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(s)

All other documents and legal matters in connection withthetransactions contemplated bythisAgreementshallhavebeendelivered,executed, orrecordedandshall bein form and substance satisfactory to Agent; and

(t)

TheconditionsprecedentsetforthinSection3.3.

3.2[Reserved].

3.3Conditions Precedent toallExtensions of Credit.TheobligationoftheLender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder), including the initial Advance, shall be subject to the following conditions precedent:

(a)

the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date);

(b)

no Early Termination Event, Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;

(c)

no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such Advance shall have been issuedandremaininforcebyanyGovernmentalAuthorityagainstBorrower,Agent,anyLender, or any of their respective Affiliates;

(d)

noMaterialAdverseChangeshallhaveoccurred,

(e)

on or before the day preceding the date of such Advance, Borrower shall havedeliveredtotheCollateralCustodianeachoftheRequiredAssetDocumentswithrespectto each Note Receivable to be acquired or funded with anyportion of such Advance; providedthat if Borrower is funding the acquisition of such Note Receivable with the proceeds of Advances beingrequested withrespect to such NoteReceivable, then this condition shall besatisfied ifthe Collateral Custodian and Agent are in possession of .pdf copies of each of the Required Asset Documents and any originals (solely to the extent they exist and are required to be delivered as originals pursuant to the terms hereof) are delivered to the Collateral Custodian promptly in accordance with the Custodial Agreement;

(f)

before and after giving effect to such Advance, the Lender Group (or any member thereof) shall not have made more than two (2) Advances during such calendar week;

(g)

before and after giving effect to such Advance and to the application of proceeds therefrom the Asset QualityTest shall be satisfied, as calculated on such date;

(h)

before and after giving effect to such Advance and to the application of proceeds therefrom, the Minimum Equity Requirement shall be maintained;

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(i)

before and after giving effect to such advance and to the application of proceedstherefrom,(a)thelesserof(i)theBorrowingBaseand(ii)theFacilityAmountshallbe equal to or greater than (b) the outstanding Advances;

(j)

the end of the Revolving Credit Availability Period shall not have occurred (other than with respect to a Post-Termination Revolving Note Receivable Funding); and

(k)

AgentshallhavereceivedacurrentBorrowingBaseCertificate.

3.4 Term. This Agreement shall continue in full force and effect for a term commencing on the Closing Date and ending at the conclusion of the Amortization Period (the “Maturity Date”). The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediatelyand without notice upon the occurrence and during the continuation of an Event of Default.

3.5Effect of Termination. On the Maturity Date or earlier termination of this Agreement in accordance with its terms, all Obligations immediately shall become due and payable without notice or demand and Borrower shall be required to repayall of the Obligations in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Commitments) shall relieve or discharge Borrower or any of itsAffiliatesofitsduties,obligations,orcovenantshereunderorunderanyotherLoanDocument and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full and the Commitments have been terminated. WhenalloftheObligationshavebeenpaidinfullandtheLenderGroup’sobligationstoprovide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrower’s sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Agent’s Liens and all notices of security interests and liens previouslyfiled byAgent.

3.6 EarlyTermination of Commitments byBorrower. Borrowerhastheoption, at anytimeuponten(10)BusinessDayspriorwrittennoticetoAgent(orsuchlesserperiodasmay be acceptable to the Required Lenders), to terminate this Agreement and terminate the Commitments hereunder (if still in effect) by repaying to Agent, for the benefit of the Lender Group, all of the Obligations in full, together with all sums payable under the Agent Fee Letter and the Lender Fee Letter, including, without limitation, the Prepayment Make-WholeAmountCommitmentTerminationFee,ifany,associatedwithsuchtermination;provided, however, no Prepayment Make-Whole amountCommitment Termination Feeshall be due as a result of (a) termination upon the election of the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure by Agent or Lenders and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding of Borrower, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding of Borrower.

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4.

CREATION OF SECURITY INTEREST.

4.1 GrantofSecurityInterest.

Borrower hereby grants to Agent, for the benefit of the Lender Group, a continuing security interest in all of Borrower’s right, title, and interest in all currently existing and hereafter acquired or arising out of the Borrower Collateral in order to secure prompt repayment of any and all of the Obligations in accordance with the terms and conditions of the Loan Documents and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. The Agent’s Liens in and to the Borrower Collateral shall attach to all Borrower Collateral without further act on the part of Agent or Borrower. Anything contained in this Agreement or any other Loan Document to the contrary notwithstanding, except for Discretionary Sales, Borrower has no authority, express or implied, to dispose of any item or portion of the Collateral.

4.2 Negotiable Collateral. In the event that any Borrower Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral other than Note Receivables previouslydeliveredtoandbeingheldbytheAgentortheCollateralCustodian,andifandtothe extent that Agent determines that perfection or priorityof Agent’s securityinterest is dependent on or enhanced bypossession, Borrower,promptlyuponthe request of Agent,shall endorse and deliver physical possession of such Negotiable Collateral and all agreements and documents related thereto to Agent or the Collateral Custodian. All Note Receivables shall be delivered to Agent or the Collateral Custodian pursuant to this Agreement, the Custodial Agreement and the Servicing Agreement to hold for the benefit of Agent and Lenders, dulyendorsed in blank or as follows on the back of the signature page thereof or on a separate allonge affixed thereto:

4.3 Collection of Accounts, General Intangibles, and Negotiable Collateral. At any time after the occurrence and during the continuation of an Event of Default, Agent or Agent’s designee may(a) notifyAccount Debtors of Borrower and makers of Note Receivables thattheAccounts,NoteReceivables,chattelpaper,orGeneral Intangibleshavebeenassignedto Agent or that Agent has a security interest therein, (b) cause a replacement servicer to take possession of, and collect, Borrower’s Accounts, or (c) collect Borrower’s Accounts, Note Receivables, chattel paper, or General Intangibles directly and charge the collection costs and expensestotheLoanAccount.BorroweragreesthatitwillholdintrustfortheLenderGroup,as the Lender Group’s trustee, any of its Collections that it receives and immediately will deliver suchCollections totheServicerpursuanttotheServicingAgreementor,attherequestofAgent, to Agent in their original form as received by Borrower.

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4.4 FilingofFinancingStatements;CommercialTortClaims;DeliveryofAdditional Documentation Required.

(a)

Borrower authorizes Agent to file any financing statement necessary or desirabletoeffectuatethetransactionscontemplatedbytheLoanDocuments,including,without limitation, any such financing statement describing such property as “All assets of the Debtor whether now owned or existing or hereafter acquired or arising and wheresoever located, includingallaccessionstheretoandproductsandproceedsthereof”orwordsofsimilarmeaning, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of Borrower where permitted by applicable law. Borrower hereby ratifies the filing of anyfinancing statement filed without the signature of Borrower prior to the date hereof.

(b)

If Borrower acquires any commercial tort claims after the date hereof, Borrowershallpromptly(butinanyeventwithinfifteen(15)daysaftersuchacquisition)deliver to Agent a written description of such commercial tort claim and shall deliver a written agreement, in form and substance reasonablysatisfactoryto Agent, pursuant to which Borrower shall grant a perfected security interest in all of its right, title and interest in and to such commercial tort claim to Agent, as security for the Obligations (a “Commercial Tort ClaimAssignment”).

(c)

At any time upon the request of Agent, Borrower shall execute or deliver toAgent anyand all fixturefilings, securityagreements,pledges, assignments, Commercial Tort Claim Assignments, endorsements of certificates of title, and all other documents (collectively, the “Additional Documents”) that Agent may request in its Permitted Discretion, in form and substance satisfactoryto Agent, to create, perfect, and continueperfected or to betterperfect the Agent’s Liens in the assets of Borrower (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any ownedRealPropertyacquiredaftertheClosingDate,andinordertofullyconsummateallofthe transactions contemplated herebyand under theother Loan Documents. To themaximum extent permitted by applicable law, Borrower authorizes Agent to execute any such Additional Documents in Borrower’s name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Agent shall require, Borrower shall (i) provide Agent with a report of all new material patentable, copyrightable, or trademarkable materials acquired or generated by Borrower during the prior period, (ii) cause all material patents, copyrights, and trademarks acquired or generated by Borrowerthatarenotalreadythesubjectofaregistrationwiththeappropriatefilingoffice(oran applicationtherefordiligentlyprosecuted)toberegisteredwithsuchappropriatefilingofficeina manner sufficient to impart constructive notice of Borrower’s ownership thereof, and (iii) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder; provided, however, that shall not register with the U.S. Copyright Office any unregistered copyrights (whether in existence on the Closing Date or thereafter acquired,arising,ordeveloped)unless(i)theBorrowerprovidesAgentwithwrittennoticeofits intent to register such copyrights not less than thirty (30) days prior to the date of the proposed registration, and (ii) prior to such registration, the applicable Person executes and delivers to Agent a copyright securityagreement in form andsubstancesatisfactoryto Agent,supplemental schedules to any existing copyright security agreement, or such

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other documentation as Agent reasonably deems necessary in order to perfect and continue perfected Agent’s Liens on such copyrights following such registration.

Borrower herebyassigns to Agent anyand all rights of Borrower to access anyand all storage facilities where anyCollateral or information relating to Collateral maybe stored and Borrower herebyauthorizesAgent,atanytimeaftertheoccurrenceandduringthecontinuationofanEvent of Default, to enter upon anysuch storage facilities and remove anycontents thereof in connection with Agent’s exercise of its remedies hereunder.

4.5 Power of Attorney. Borrower hereby irrevocably makes, constitutes, and appoints Agent (and any of Agent’s officers, employees, or agents designated by Agent) as Borrower’s true and lawful attorney, with power to (a) if Borrower refuses to, or fails timely to executeanddeliveranyofthedocumentsdescribedinSection4.4,signthenameofBorroweron any of the documents described in Section 4.4, (b) at any time that an Event of Default has occurred and is continuing, sign Borrower’s name on anyinvoice or bill of lading relating to the Collateral, drafts against Account Debtors, or notices to Account Debtors, (c) in coordination with the Borrower, send requests or make telephone inquiries for verification of Borrower’s Accounts or Note Receivables, (d) endorse Borrower’s name on any of its payment items (including all of its Collections) that may come into the Lender Group’s possession, (e) at any time that an Event of Default has occurred and is continuing, make, settle, and adjust all claims underBorrower’spoliciesofinsuranceandmakealldeterminationsanddecisionswithrespectto such policies of insurance, and (f) at any time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting Borrower’s Accounts, Note Receivables, chattel paper, or General Intangibles directly with Account Debtors or makers of Note Receivables, for amounts and upon terms that Agent determines to be reasonable, in Agent’s Permitted Discretion, and Agent maycause to be executed and delivered anydocuments and releases that Agent determines to be necessary. The appointment of Agent as Borrower’s attorney, and each and every one of its rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully and finally repaid and performed and the Lender Group’s obligations to extend credit hereunder are terminated.

4.6 Right to Inspect and Verify. Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter, and so long as no Event of Default has occurred and iniscontinuing, upon reasonable notice to Borrower and during normal business hours (i) to inspect the Books and make copies or abstracts thereof, (ii)to communicatedirectly with any and all Account Debtors and makers of Note Receivables to verify the existence and termsthereof, and(iii)tocheck,test,andappraisetheCollateral, oranyportionthereof, inorder to verifyBorrower’s financial condition or the amount, quality, value, condition of, or anyother matter relating to, the Collateral; and Borrower shall permit any designated representative of Agent to visit and inspect any of the properties of the Borrower to inspect and to discuss its finances and properties and Collateral, upon reasonable notice and at such reasonable times duringnormalbusinesshours;providedthat(A)solongasnoEventofDefaulthasoccurredand is continuing, Borrower will not be charged for more than one (1) financial or collateral inspection, audit or appraisal during any calendar year, and (B) so long as no Event of Default has occurred and is continuing, none of Borrower, the Originator nor the Investment Manager will be charged for an aggregate amount in excess of $40,000 for fees and charges during any calendar year covering financial or collateral inspections, audits or appraisals pursuant to this Agreement.

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4.7 [Reserved].

4.8 Servicing of Note Receivables. Until such time as Agent shall notify the Borrower of the revocation of such right after the occurrence and during the continuation of an Event of Default or Servicer Termination Event, the Borrower (a) shall, at its own expense (includingthrough the application of available funds pursuant to Section 2.4), cause theServicer to service all of the Note Receivables, including, without limitation, (i) the billing, posting and maintainingcompleterecordsapplicablethereto,and(ii)takingofsuchactionwithrespecttothe NoteReceivablesastheBorrowermaydeemadvisable,and(b)maygrant,intheordinarycourse of business, to any maker of a Note Receivable, any adjustment to which such maker may be lawfully entitled, and may take such other actions relating to the settling of any such maker’s claims as may be commercially reasonable, but in each case in accordance with the Servicing Standard and the Credit and Collection Policies and Procedures. Agent may, at its option, at any time or from time to time, after the occurrence and during the continuation of an Event of Default or Servicer Termination Event hereunder, revoke the collection and servicing rights given to Borrower herein by giving notice to Borrower in accordance with the terms of the Servicing Agreement.

4.9 Borrower’s Perfection.Borrower represents to the Lender Group that: (a) all necessary financing statements and (b) all related financing statement amendments or assignments in order to cause Borrower to be properly noted as secured party of record with respect thereto, have been filed in all filinglocations as mayberequired to perfect and protect in favor of Borrower all security interests, liens and rights evidenced by all Note Receivable Documents(otherthanregistrationasalienholderoncertificatesoftitlerelatingtovehicles)with respect to all personal propertysecuring Borrower’s Note Receivables existing as of the Closing Date, and that such filings remain effective as of the Closing Date. Unless otherwise expressly agreed by Agent, Borrower covenants that it will take all action necessary to maintain the effectiveness of such filings so long as Borrower has any commitment to extend credit under such Note Receivable or any sum remains owing under such Note Receivable. Agent is authorized to file any UCC-3 statements of continuation, assignment or amendment as it may determine in its Permitted Discretion to be necessaryto enable it to protect and maintain Agent’s Liens in Collateral.Borrower represents to the Lender Group that all filings and recordations, and all related assignments, with respect to Note Receivables acquired by Borrower after the Closing Date have been and will be filed or recorded in all jurisdictions as may be required to perfect and protect in favor of Borrower all of Borrower’s liens or interests evidenced by Note ReceivableDocumentsacquiredbyBorroweraftertheClosingDate,andthatBorrowerwilltake all action necessary to maintain the effectiveness of such filings so long as Borrower has any commitment to extend credit undersuch NoteReceivable or anysumremainsowingundersuch Note Receivable.

4.10 [Reserved].

4.11 ReleaseofNoteReceivables.

(a)

When a Note Receivable that is in the possession of Agent or the Collateral Custodian is repaid in its entirety, Agent shall return or shall authorize the Collateral Custodian to return such Note Receivable and anyrelated original Required Asset Documents to BorrowertofacilitateitspaymentandAgentshallreleaseAgent’sLiensinsuchNoteReceivable and any Related Property promptly upon receipt of the final payment relating to such Note Receivable.

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(b)

WhenaNoteReceivableissoldbyBorrowerinaccordancewiththeterms of this Agreement, Agent shall release Agent’s Liens in such Note Receivable and any Related Property and if such Note Receivable or any related original Required Asset Documents are in the possession of Agent or the Collateral Custodian, Agent shall transfer or shall authorize the Collateral Custodian to transfer such Note Receivable and such related original Required Asset Documents to the purchaser thereof or as otherwise directed bysuch purchaser against payment of the agreed amount therefor.

(c)

In the event Borrower’s collateral assignment to Agent of any mortgage and loan documents relating to a Note Receivable has been recorded and such Note Receivable is (i) repaid in its entirety, (ii) sold byBorrower in accordance withtheterms ofthis Agreement or (iii) in default and Borrower is commencing foreclosure proceedings against the Note Receivable Collateral securing such Note Receivable, then Agent shall, at Borrower’s sole expense, execute a reassignment or release ofsuchmortgage and loandocuments forthebenefit ofBorroweronformspreparedbyBorrowerandacceptabletoAgentinitsPermittedDiscretion.

5.

REPRESENTATIONSANDWARRANTIES.

In order to induce the Lender Group to enter into this Agreement, each of the Borrower, the Servicer, the Originator and the Investment Manager (or, with respect to Sections 5.28through 5.32, solely the Investment Manager) makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects,asofthedatehereof,andshallbetrue,correct,andcomplete,inallmaterialrespects,as of the Closing Date, and as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate solelyto an earlier date) and such representations and warranties shall survive the execution anddelivery of this Agreement:

5.1 NoEncumbrances.Borrowerhasgoodandindefeasibletitleto,oravalid leaseholdinterestin,itspersonalpropertyassetsandgoodandmarketabletitleto,oravalid leaseholdinterest in,itsRealProperty, in each case, free and clearofLiensexceptforPermitted Liens.

5.2 Eligible Note Receivables. As to each Note Receivable that is identified by Borrower as an Eligible Note Receivable in the most recent Borrowing Base Certificate submitted to Agent, as of the date of such certificate: (a) such Note Receivable is a bona fide existingpaymentobligation ofthemakerofsuchNoteReceivablecreated intheordinarycourse of business by the Originator or an Approved Third-Party Originator, (b) such Note Receivable has been transferred to Borrower bysale or contribution and is now owed to Borrower, (c) such Note Receivable is not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Note Receivables, (d) the original amount of, the unpaid balanceof,and theamountanddates ofpayments onsuchNoteReceivableshown ontheBooks of Borrower and in the schedules of same delivered to Agent are true and correct, (e) Borrower has no knowledge of any fact (which shall not include general economic conditions) which is reasonably likely to impair the collectability of such Note Receivable, (f) such Note Receivable is subject to a first-priority security interest in favor of Agent, (g) [reserved], and (h) since delivery to Agent, such Note Receivable has not been amended nor any material requirements relating thereto waived without the prior written consent of Agent, other than an extension, modification or waiver in accordance

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with the Required Procedures thenin effect. Theportfolio of Note Receivables held by Borrower, as opposed to the Originator or any other Subsidiary or Affiliate of the Originator, has not been selected in a manner adverseto Borrowerorthe Lender Group.

5.3 [Reserved].

5.4 Location of Collateral. The BorrowerCollateral (otherthantheCollateral inthe possession of Agent or the Collateral Custodian) is not stored with a bailee, warehouseman, or similar party; provided, that loan files that do not include original promissory notes, Lien instruments, or assignments of Lien instruments maybestored, from time to time, with Servicer or in a public warehouse, access to which has been assigned byBorrower to Agent.

5.5 Records. Borrowerkeeps complete,correctandaccurate,inallmaterialrespects, records of the Note Receivables owned by Borrower and all payments thereon.

5.6 State of Incorporation; Location of Chief Executive Office; OrganizationalIdentification Number; Commercial Tort Claims.

(a)

ThejurisdictionoforganizationoftheOriginator,theServicer,Investment Manager, Borrower and each of their respective Subsidiaries is set forth on Schedule 5.6(a) (as such Schedule may be updated from time to time to reflect changes resulting from transactions not prohibited by this Agreement).

(b)

The chief executive office of the Originator, Investment Manager, Borrower and each of their respective Subsidiaries is located at the address indicated on Schedule5.6(b)(assuchSchedulemaybeupdatedfromtimetotimetoreflectchangesresulting from transactions not prohibited by this Agreement).

(c)

The organizational identification numbers and federal employer identification numbers, if any, of the Originator,Investment Manager, Borrower and each of their respectiveSubsidiariesareidentified onSchedule5.6(c)(assuchSchedulemaybeupdated from time to time to reflect changes resulting from transactions not prohibited by this Agreement).

(d)

As of the Closing Date, Borrower does not hold any commercial tort claims.

5.7 Due Organization and Qualification; Subsidiaries.

(a)

Borrowerisdulyorganizedandexistingandingoodstandingunderthe laws of the jurisdiction of its organization and qualified to do business in any state where the failuretobesoqualifiedreasonablycouldreasonablybeexpectedtoresultinaMaterialAdverse Change.

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(b)

Set forth onSchedule5.7(b) (as suchSchedulemaybeupdated from time to time to reflect changes resulting from transactions not prohibited by this Agreement) is a complete and accurate description of (i) the authorized capital Stock of Borrower, byclass, and, a description of the interests of each such class that areissued and outstanding as of the Closing Date and at all times thereafter. Other than as described on Schedule 5.7(b), there are no subscriptions,options,warrants,orcallsrelatingtoanycapitalStockofBorrower,includingany right of conversion or exchange under anyoutstanding securityor otherinstrument. Borroweris not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock.

(c)

Set forth on Schedule 5.7(c) is a complete and accurate list of the Originator’s direct and indirect Subsidiaries as of the Closing Date, showing: (i)thejurisdiction of their organization, (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the Originator. The Borrower does not and will not, at anytime, have anydirect or indirect Subsidiaries.

(d)

ExceptassetforthonSchedule5.7(c),therearenosubscriptions,options, warrants, or calls relating to any shares of capital Stock of Borrower, including any right of conversion or exchange under any outstanding security or other instrument.

5.8 Due Authorization; No Conflict.

(a)

The execution, delivery, and performancebyBorrowerofthis Agreement and the other Loan Documents to which it is a partyhave been dulyauthorized byall necessary action on the part of Borrower.

(b)

The execution, delivery, and performancebyBorrower of this Agreement and theother Loan Documents to which it is apartydo not and will not (i)violateanyprovision of federal, state, or local law or regulation applicableto Borrower,the Governing Documents of Borrower,oranyorder,judgment,ordecreeofanycourtorotherGovernmentalAuthority binding on Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default underanymaterial contractual obligation ofBorrower, (iii) result inorrequirethecreationorimpositionofanyLienofanynaturewhatsoeveruponanyproperties or assets of Borrower, other than under this Agreement and the other Loan Documents, or (iv) requireanyapprovaloftheholdersofBorrower’sStockoranyapprovalorconsentofanyPerson underanymaterialcontractualobligationofBorrower,otherthanconsentsorapprovalsthathave been obtained and that are still in force and effect.

(c)

Other than the filing of financing statements, the execution, delivery, and performance by Borrower of this Agreement and the other Loan Documents to which Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than consents or approvals that have been obtained and that are still in force and effect.

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(d)

This Agreement and the other Loan Documents to which Borrower is a party,andallotherdocumentscontemplatedherebyandthereby,whenexecutedanddeliveredby Borrower will be the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(e)

The Agent’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.

5.9 Litigation. As of the Closing Date there are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened, against Borrower, the Originator or the Investment Manager. There are no actions, suits, or proceedings pending or, to the actual knowledgeofBorrower,threatened,againstBorrower,theOriginator,theServicerorInvestment Manager, that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Change.No event has occurred and is continuing which constitutes an Event of Default.

5.10 NoMaterialAdverseChange.AllfinancialstatementsrelatingtotheOriginator, the Investment Manager or Borrower and their respective Subsidiaries that have been delivered bytheOriginator, the Investment Manager or Borrower to the Lender Group have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the financial condition of the Originator, the Investment Manager, Borrower, and their respective Subsidiaries as of the date thereof and results of operations for the period then ended. There has not been a Material Adverse Change with respect to Borrower, the Originator or the InvestmentManager,sincethedateofthelatestauditedconsolidatedannualfinancialstatements submitted to the Lender Group for such Person (or, in the case of Borrower, for the Originator) pursuant to Section 6.3.

5.11 Fraudulent Transfer.

(a)

BorrowerisSolvent.

(b)

No transfer of property is being made by Borrower and no obligation is beingincurred byBorrowerin connection withthetransactionscontemplatedbythisAgreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of Borrower.

5.12 Employee Benefits. None of Borrower or any of its ERISA Affiliates maintains or contributes to any Benefit Plan.

5.13 [Reserved].

5.14 Brokerage Fees. Neither Borrower nor any of its Affiliates has utilized the services of any broker or finder in connection with Borrower’s obtaining financing from the Lender Group

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under this Agreement, and any brokerage commission or finders fee payable in connection herewith shall be the sole responsibilityof Borrower or its Affiliates.

5.15 Intellectual Property. Borrower owns, orholdslicenses in, alltrademarks,trade names, copyrights, patents, patent rights, and licenses that are necessary to the conduct of its business as currently conducted, and attached hereto as Schedule 5.15 (as updated from time to time) is a true, correct, and complete listing of all material patents, patent applications, trademarks,trademarkapplications,copyrights,andcopyrightregistrationsastowhichBorrower is the owner or is an exclusive licensee, other than shrink wrap and other similar licenses generally available to the public.

5.16 [Reserved].

5.17 [Reserved].

5.18 Complete Disclosure. All factual information (taken as a whole), including reports all information contained in the Schedules hereto or in the other Loan Documents, Borrowing Base Certificates, Compliance Certificates, financial statements, books, and records, furnished byoronbehalfoftheOriginator,theServicer, InvestmentManager,Borrowerortheir respective Subsidiaries in writing to Agent or any Lender for purposes of or in connection with this Agreement,theotherLoanDocuments,oranytransactioncontemplatedhereinorthereinis, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Originator, the Servicer, the Investment Manager, Borrower or their respective in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete byomitting to state anyfact necessary to make suchinformation (taken as a whole)notmisleadingin anymaterial respect at such time in light of the circumstances under which such information was provided.Each of the financial statements furnished to Agent bythe Borrowerorthe Originatoron or afterDecember31,2024, were prepared in accordance with GAAP, consistently applied, in the case of any audited financial statements, as determined by a nationally recognized firm of independent certified public accountants acceptable to Agent, and present fairly, in all material respects, the Borrower's, the Originator’s and the Investment Manager’s, as applicable, financialconditionas of the date thereof and results of operations for the period then ended. Each of the financial statements hereby certifies that there have been no Material Adverse Changes, since the date of such statements, and there are no known contingent liabilities not provided for or disclosed insuch statements.

5.19 Indebtedness.ThereisnoIndebtednessoftheBorroweroutstandingimmediately prior to the Closing Date that is to remain outstanding after the Closing Date.

5.20 Compliance. The standard forms and documents evidencing and executed in connection with Note Receivables and all actions and transactions by Borrower in connection therewith comply in all material respects with all applicable laws. Such standard forms and documentsarecommensuratewithformsanddocumentationusedbyprudentlendersinthesame orsimilarcircumstancesasBorrower,and,withoutlimitingtheforegoing,aresufficienttocreate valid, binding and enforceable obligations of each Account Debtor named therein.

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5.21 Servicing and Sub-Servicing.

(a)

BorrowerhasenteredintotheServicingAgreement,pursuanttowhich Borrower has engaged the Servicer, as the initial Servicer and as Borrower’s agent, to monitor andmanagetheNoteReceivablesasprovidedbytheServicingAgreement,subjecttothis Agreement.TheServicerhas,andanyreplacementServicerproposedbyBorrowerwillhave,the requisiteknowledge,experience,expertiseandcapacitytoservicetheNoteReceivables. Borrower and the Servicer are in compliance with the Servicing Agreement.

(b)

Borrower has entered into the Sub-Servicing Agreement, pursuant to which Borrower has engaged the Sub-Servicer as the initial Sub-Servicer, to enforceand collect the Note Receivables as provided by the Sub-Servicing Agreement, subject to this Agreement. The Sub-Servicer has, and any replacement Sub-Servicer proposed by Borrower will have, the requisite knowledge, experience, expertise and capacity to service the Note Receivables. Borrower and the Sub-Servicer are in compliance with the Sub-Servicing Agreement.

5.22 Permits, Licenses, Etc. Each of Borrower, the Originator, the Servicer and InvestmentManager,has,andisincomplianceinallmaterialrespectswith,allpermits,licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business and the Real Property currently owned, leased, managed oroperated, or to be acquired, bysuch Person, except for such permits, licenses, authorizations, approvals, entitlements and accreditations the absence of which could not reasonably be expected to result in a Material Adverse Change. To Borrower’s knowledge, no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement or accreditation, the loss of which could reasonably be expected to result in a Material Adverse Change, and, to Borrower’s knowledge, there is no claim that anythereof is not in full force and effect.

5.23 Margin Stock. The Borrower is not engaged in the business of extending credit forthepurposeof“purchasing”or“carrying”any“marginsecurity,”assuchtermsaredefinedin Regulation U of the Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred to herein as “Margin Stock”). The Borrower owns no Margin Stock,andnoportionoftheproceedsofanyAdvancehereunderwillbeused,directlyor indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock or for any other purpose that might cause any portion of such proceeds to be considereda“purposecredit”withinthemeaningofRegulationT,UorXoftheFederalReserve Board. The Borrower will not take or permit to be taken any action that might cause any Note Receivable Document or any Loan Document to violate any regulation of the Federal Reserve Board.

5.24 Government Regulation. Borrower is not required to register as an investment companyunder the Investment CompanyAct of 1940 and is not subject to regulation under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or whichmayotherwiserenderall oranyportion oftheObligationsunenforceable.Borrowerisnot a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940. The business and

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other activities of the Borrower, including but not limited to, the making of the Advances bythe Lenders, the application of the proceeds and repayment thereof by the Borrower and the consummation of the transactions contemplated by the Loan Documents to which the Borrower is a party do not now and will not at any time result in any violations, with respect to the Borrower,oftheprovisionsofthe1940Actoranyrules,regulationsorordersissuedbytheSEC thereunder.

5.25 Sanctions;Anti-Corruption.

(a)

None of Borrower, or, to the knowledge of the Borrower, any director, officer,employee,agent,oraffiliateofBorrowerisanindividualorentity(“person”)thatis,oris owned by persons that are: (i) the subject of any sanctions administered or enforced by OFAC, the U.S. Department of State, members states implementing United Nations Security Council Resolutions imposing sanctions, members of the European Union implementing EU sanctions, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located,organizedorresidentinacountryorterritorythatis,orwhosegovernmentis,thesubject of Sanctions (including, as of the Closing Date, Belarus, the Crimea Region of the Ukraine, Cuba, the so called Luhansk and Donetsk Peoples’ Republics, Iran, North Korea, and Syria).

(b)

Borrower and its directors, officers and employees and, to the knowledge oftheBorrower,theagentsoftheBorrower,areincompliancewithallapplicableSanctionsand with the FCPA and anyother applicable anti-corruption law, in all material respects. No part of the proceeds of the loans made hereunder will be used by Borrower or any of its Affiliates, directlyorindirectly,foranypaymentstoanygovernmentalofficialoremployee,politicalparty, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FPCA.

5.26 Patriot Act; Amendments to theInternational Emergency EconomicPowersAct and the Bank Secrecy Act. To the extent applicable, Borrower is in compliance, in all material respects, with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USAPatriotActof2001)(the“PatriotAct”)asit amended the International Emergency Economic Powers Act and the Bank Secrecy Act.Both statutes have been amended multiple times since 2001.

5.27 Taxes. The Borrower, the Originator and the Originator’s Subsidiaries have filed or caused to be filed all federal and state income and other material Tax returns required to be filed by them. The Borrower, the Originator, and the Originator’s Subsidiaries have paid all Taxes and all assessments made against it or any of its property (other than any amount of Tax the validity of which is currently being contested in good faith by appropriate proceedings and withrespecttowhichreservesinaccordancewithGAAPhavebeenprovidedonthebooksofthe Borrower, the Originator, or the Originator’s applicable Subsidiary, as applicable), and no Tax lien has been filed and, to the Borrower’s knowledge, no claim is being asserted, with respect to any such Tax, fee or other charge. For U.S. federal income tax purposes, the Borrower is (i) disregarded as an entity separate from its owner and its owner is a United States person as defined by IRC Section 7701(a)(30) and (ii) has not made an election under United States Treasury Regulations Section 301.7701-3 and is not otherwise treated as an association taxable as a corporation.

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5.28 TheInvestmentManagerisalimitedliabilitycompanydulyorganizedandvalidly existing and in good standing under the laws of the State of Delaware and has full power and authority to own its assets and to transact the business in which it is currently engaged, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the performance of the Loan Documents to which it is a party would require such qualification, exceptforthosejurisdictionsinwhichthefailuretobesoqualified,authorizedorlicensedwould not have a material adverse effect on the ability of the Investment Manager to perform in any material respect its obligations under the Loan Documents to which it is a party.

5.29 The Investment Manager has full power and authority to execute and deliver the Loan Documents to which it is a party and to perform all of its obligations required thereunder, and has taken all necessary action to authorize such Loan Documents on the terms andconditions thereof and the execution and deliveryof such Loan Documents and the performance of all obligations required thereunder.No consent of any other Person, including, without limitation,membersandcreditorsoftheInvestmentManager,andnolicense,permit,approvalor authorization of, exemption by, notice or report to, or registration, filingor declaration with, any Governmental Authority is required by the Investment Manager or any Affiliate thereof in connection with such Loan Documents or the execution, delivery, performance, validity or enforceability of such Loan Documents or the obligations imposed on the Investment Manager thereunder other than those which have been obtained or made, except where the failure toobtain or make the same could not reasonably be expected to have a material adverse effect on the ability of the Investment Manager to perform in any material respect its obligations under such Loan Documents.Each Loan Document to which it is a party has been executed and delivered by an authorized officer of the Investment Manager, and each such Loan Document constitutes the valid and legally binding obligations of the Investment Manager enforceable against the Investment Manager in accordance with its terms, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency, winding-up or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership,insolvency,winding-upor similar eventapplicabletothe InvestmentManagerand (B)togeneralequitableprinciples(whetherenforceabilityofsuchprinciplesisconsideredina proceedingatlaworinequity).

5.30 The execution, delivery and performance of the Loan Documents to which it is a party will not violate any provision of any existing law or regulation binding on the Investment Manager (except that no representation is made herein with respect to the requirements of state securitieslawsorregulations),oranyorder,judgment,awardordecreeofanycourt,arbitratoror governmental authoritybinding on the Investment Manager, or the Governing Documents of, or any securities issued by, the Investment Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Investment Manager is a partyorby which the Investment Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Investment Manager or which would have a material adverse effect on its ability to perform its obligations under the Loan Documents to which it is a party.

5.31 Thereisnocharge,investigation,action,suitorproceedingbeforeorbyanycourt pending or, to the actual knowledge of the Investment Manager, threatened, that, if determined

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adversely to the Investment Manager, would have a material adverse effect upon the performance bythe Investment Manager of its duties under the Loan Documents.

5.32 The Investment Manager is duly registered and authorized as an investment adviser under the Investment Advisers Act of 1940, and the Investment Manager agrees to maintaineffectiveallmaterialrequisiteregistrations,authorizationsandlicenses,asthecasemay be, until the termination of the Loan Documents.

6.

AFFIRMATIVECOVENANTS.

Each of Borrower, the Originator, the Servicer and Investment Manager (together, the “Covenant Parties”), as specified below, covenant and agree that, until termination of all of the Commitments and payment in full of the Obligations, such Person, as applicable, shall do all of the following:

6.1 Accounting System. The Investment Manager and the Servicer shall maintain a system of accounting that enables the InvestmentManager andtheServicertoproduce financial statements in accordance with GAAP and maintain records pertaining to the Collateral that contain information as from time to time reasonablymaybe requested byAgent. Borrower also shall keep a reporting system that shows all additions, fees, payments, claims, and write-downs with respect to the Note Receivables.

6.2 Collateral Reporting. Borrower or Servicer shall provide Agent (and if so requested byAgent, with copies for each Lender)withthefollowingdocumentsatthefollowing times in form satisfactory to Agent:

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In connection with the foregoing reports, (i) Borrower shall maintain and utilize accounting and reportingsystemsacceptabletoAgentinitsPermittedDiscretionand(ii)totheextentrequired by Agent, an Authorized Person or other representative acceptable to Agent will meet with Agent from time to time as requested byAgent to review and discuss all Note Receivables then owned by Borrower.

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6.3 Financial Statements, Reports, Certificates. Each Covenant Party, as applicable, shall deliver to Agent, with copies to each Lender:

(a)

as soon as available, but in anyevent within forty-five (45) days after the end of each fiscal quarter of the Originator and Investment Manager,

(i)

an unaudited consolidated balance sheet, income statement and statement of cash flow covering such Person’s and its Subsidiaries’ operations during such period and the year-to-date period ending thereon, in each case setting forth in comparative form the figures for the corresponding periods in the prior year; and,

(ii)

a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end ofsuchperiod withthe applicable financial andportfolio covenants contained therein that are measured as of the end of the quarter then ended;

(b)

as soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year of Borrower and the Originator,

(i)

consolidated annual financial statements of the Originator and its Subsidiariesforsuchfiscalyear,auditedbyErnst&Youngorotherindependentcertified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared in accordance with GAAP, together with any accountants’ letter to management in connection therewith;

(ii)

consolidating financial statements of the Originator and its Subsidiaries for such fiscal year, prepared by the Originator based on its audited consolidated financial statements for such year, in form acceptable to Agent in its Permitted Discretion; and

(iii)

a Compliance Certificate demonstrating in reasonable detail Borrower’sandtheOriginator’scomplianceattheendofsuchperiodwiththeapplicable financial and portfolio covenants contained therein;

(c)

as soon as available, but in anyevent within one ninety(90) days after the endofeachfiscalyearoftheInvestmentManager,(i)consolidatedannualfinancialstatementsof the Investment Manager and its Subsidiaries for such fiscal year, prepared in accordance with GAAP; and (ii) a Compliance Certificate demonstrating in reasonable detail Servicer’s calculation of the applicable financial and portfolio covenants contained therein;

(d)

ifandwhenfiledbyBorrowerortheOriginator;

(i)

Form10-Qquarterlyreports, Form10-K annual reports, andForm 8-K current reports,

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(ii) any other filings made by Borrower or the Originator with the SEC, and

(iii)

copiesofBorrower’sortheOriginator’sfederalincometax returns,andanyamendmentsthereto,filedwiththeInternalRevenueService(butonlyto the extent that Borrower or the Originator istreatedotherthan as adisregardedentityfor federal income tax purposes),

(e)

promptly notify Agent of the following regarding each Note Receivable and Note Receivable Collateral which secures such Note Receivable:

(i)

theoccurrenceofanyeventwhichcouldreasonablybeexpectedto materially impair the prospect of payment of such Note Receivable;

(ii)

the sending by Servicer or Borrower of any notice of default, recordation by Servicer or Borrower of any notice of foreclosure and the date of any scheduled foreclosure sale thereon, or filing by Servicer or Borrower of any lawsuit (including case number and court) on a Note Receivable or related Note Receivable Collateral;

(iii)

the consummation of any foreclosure sale or any deed or bill of sale in lieu of foreclosure, retention of collateral in satisfaction of debt or similar transaction, and deliver toAgent trueand completecopies ofall documentationexecuted in respect thereof (in the case of notices, postings and the like, and in the case of deeds, billsofsaleorretentionofcollateraltransactions,alldocumentsrelatedtoconsummation of such transaction or transfer of such property); and

(iv)

thereceiptbytheInvestmentManager,theServicerorBorrowerof a notice by any Person of (x) a default with respect to any agreement evidencing or governing a Lien on any Note Receivable Collateral or (y) any foreclosure sale with respect to any Note Receivable Collateral;

(f)

promptly, but in any event within three (3) Business Days after an Authorized Person has knowledge of any event or condition that constitutes a Default or an Event of Default,noticethereofand astatement ofthecurativeactionthatBorrowerproposes to take with respect thereto,

(g)

promptlyafterthecommencementthereof,butinanyeventwithinfive(5) Business Days after the service of process with respect thereto on Borrower, the Originator, the Servicer, the Sub-Servicer or Investment Manager, notice of all actions, suits, or proceedings brought by or against Borrower, the Originator, the Servicer, the Sub-Servicer or Investment Manager before any Governmental Authority which, if determined adversely to Borrower, the Originator, theServicer, theSub-Servicer or InvestmentManager, could reasonablybe expected to result in a Material Adverse Change, and

(h)

upon the request of Agent, any other information reasonably requested relating to the financial condition of Borrower, the Originator, the Servicer, the Sub-Servicer or Investment Manager.

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In addition, Borrower agreestodeliver financialstatementspreparedonboth a consolidated and consolidating basis to the extent required by this Section 6.3, and agrees that Borrower will not have a fiscal year different from that of the Originator or Investment Manager. Borrower also agrees to cooperate with Agent to allow Agent to (A) audit Borrower, the Originator and, at its sole expense, the Investment Manager and (B) consult with its and each such other Person’s independent certified public accountants if Agent reasonablyrequests the right to do so. In such connection, Borrower authorizes the Originator and the Investment Manager to authorize, its independent certified public accountants to communicate with Agent and to release to Agent whatever financial information concerning such Person as Agent reasonablymay request.

6.4 Notices Regarding Authorized Persons or Servicing and Accounting Staff. Each Covenant Party, as applicable, shall provide Agent with (a) notice promptly (and in any case within five (5) Business Days) if any Authorized Person of Borrower, the Servicer, the Originator or the Investment Manager ceases to continue to hold such position, and (b) notice promptly(andinanycasewithinfive(5)BusinessDays)ifmorethanthirtypercent(30%)ofthe employees of Borrower the Servicer, the Originator or the Investment Manager involved in the servicing of and accounting for the NoteReceivables cease, within anyperiod ofsixty(60)days to continue to hold such positions.

6.5 CollectionofNoteReceivables.(a)SubjecttoSection4.8,Borrowerand/or Servicershallusecommerciallyreasonableefforts,atBorrower’ssolecostandexpense (includingthroughtheapplicationofavailablefundspursuanttoSection2.4),inaccordancewith industrystandardsandapplicablelaws,topromptlyanddiligentlycollectandenforcepaymentof allNoteReceivablestotheextentthatitiscommerciallyreasonabletodosoandina commerciallyreasonable manner, and defend and hold Lender Group harmless from anyand all loss,damage,penalty,fineorexpensearisingfromsuchcollectionorenforcement,(b)in accordance with the Required Procedures, maintain at its chief executive office, and, upon the requestofAgent,makeavailabletoAgentcopiesofitsNoteReceivablesandallrelateddocumentsandinstruments,andallfiles,certificates,correspondence,appraisals,computer programs, accounting records and other information and data relating to the Collateral, and (c) permitAgentoritsrepresentativestodiscusswithBorrower’sofficersorwithappraisers furnishing appraisals of property securing any Note Receivable the procedures for preparation, review and retention of, and to review and obtain copies of, such appraisals.

6.6 MaintenanceofProperties.EachCovenantPartyshallmaintainandpreserveall of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply at all times with the provisions of all material leases to which it is a party as lessee so as to prevent any loss or forfeiture thereof or thereunder.

6.7 Taxes. Each Covenant Party, as applicable, shall (a) Cause all assessments and taxes, whether real, personal, or otherwise, due or payable by, or imposed, levied, or assessed againstBorrower,the Originatororany oftheirSubsidiariesorassets to be paid in full, before delinquency or before the expiration of any extension period, except to the extent that the validityof such assessment or tax shall be the subject of a Permitted Protest or the failure to pay such tax could not reasonablybe expected to result in a Material Adverse Change and (b) file or cause to be filed all federal and state income and other material Tax returns required to be filed byBorrower,

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theOriginatororanyoftheirSubsidiaries.SubjecttoPermittedProtests,Borrower, the Originator and their Subsidiaries will make timely payment or deposit of all tax payments and withholding taxes required of it and them by applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, except to the extent that the failure to pay such tax could not reasonably be expected to result in a Material AdverseChange, and will, uponrequest,furnishAgent withproofsatisfactorytoAgent indicating that Borrower, the Originator or their applicable Subsidiary, as applicable, has made such payments or deposits. The Borrower shall at all times maintain its status as an entity disregarded as separate from its owner for U.S. federal income tax purposes.

6.8 Insurance.

(a)

Borrower shall maintain general liability insurance, as well as insurance against fraud, larceny, embezzlement, and criminal misappropriation. All such policies of insurance shall be in such amounts and with such insurance companies as are reasonably satisfactory to Agent. Borrower shall deliver copies of all such policies to Agent with an endorsement naming Agent as the sole loss payee (under a satisfactory lender’s loss payable endorsement) or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiringtheinsurer to givenot less than thirty(30)days(orten(10)days inthecaseofnonpaymentofpremium)priorwrittennoticetoAgentintheeventofcancellation of the policy for any reason whatsoever. Borrower shall also ensure that Servicer maintains similar insurance coverages for the benefit of Borrower under the Servicing Agreement.

(b)

Borrower shall give Agent prompt notice of any loss covered by such insurance. Borrower shall use commercially reasonable efforts to collect any claims under any such insurance policies and shall give Agent prompt notice of any material development with respecttosuchclaim,includinganyproposedcompromiseorsettlementofsuchclaim.Afterthe occurrence and during the continuation of an Event of Default, Agent shall have the exclusive right to give notice of, adjust and compromise claims under any such insurance policies, in accordance with Agent’s Permitted Discretion. Any monies received as payment for any loss under any insurance policy mentioned above (other than liability insurance policies) , shall be paid over to Agent to be applied at the option of the Required Lenders either to the prepayment of the Obligations or shall be disbursed to Borrower under staged payment terms reasonably satisfactory to the Required Lenders for application to the cost of repairs, replacements, or restorations. Any such repairs, replacements, or restorations shall be effected with reasonable promptness and shall be of a value at least equal to the value of the items of propertydestroyed prior to such damage or destruction.

(c)

Borrower will not take out separate insurance concurrent in form or contributingintheeventoflosswiththatrequiredtobemaintainedunderthisSection6.8,unless Agent is included thereon as an additional insured or loss payee under a lender’s loss payable endorsement. Borrower promptly shall notify Agent whenever such separate insurance is taken out, specifying the insurer thereunder and full particulars as tothepolicies evidencingthesame, and copies of such policies promptly shall be provided to Agent.

6.9 Location of Collateral. KeeptheCollateralonlyattheAgentorattheCollateral Custodian in the case of Note Receivables.

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6.10 Compliance with Laws. The Covenant Partiers shall comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individuallyorintheaggregate,couldnotreasonablybeexpectedtoresultinaMaterialAdverse Change.

6.11 Leases. Pay when due all rents and other amounts payable under any leases to which Borrower is a party or by which Borrower’s properties and assets are bound, unless such payments are the subject of a Permitted Protest.

6.12 Existence. Each of Originator and Borrower shall at all times preserve and keep in full force and effect Borrower’s valid existence and good standing and any rights and franchisesmaterialtotheirbusinesses.BorroweracknowledgesthattheLenderGroupisentering into the Loan Documents in reliance upon Borrower’s identity as a separate legal entity from each of its Affiliates. From and after the Closing Date, Borrower shall conduct its own business in its own name and take all reasonable steps, including, without limitation, all steps that Agent may from time to time reasonably request, to maintain Borrower’s identity and existence as a separatelegalentityandtomakeitmanifesttothirdpartiesthatBorrowerisanentitywithassets and liabilities distinct from those of its Affiliates. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Borrower shall:

(a)

except to the extent otherwise permitted by Sections 7.10or 7.13of this Agreement, conduct all transactions with its Affiliates strictly on an arm’s-length basis and allocatealloverheadexpenses(including,withoutlimitation,telephoneandotherutilitycharges) for items shared between such Affiliates and Borrower on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;

(b)

observe all limited liability company formalities as a distinct entity, and ensure that all actions relating to the dissolution or liquidation of Borrower or the initiation or participation in, acquiescence in, or consent to any bankruptcy, insolvency, reorganization, or similar proceeding involving Borrower, are duly authorized by unanimous vote of its directors;

(c)

maintain accurate andseparatebooks, records and accounts, andmaintain Borrower’s books separate from those of its Affiliates and otherwise readily identifiable as its own assets rather than assets of its Affiliates;

(d)

except as herein specifically otherwise provided, not commingle funds or other assets of Borrower with those of its Affiliates and not maintain bank accounts or other depositoryaccountstowhichBorrowerisanaccountparty,intowhichBorrowermakesdeposits or from which Borrower has the power to make withdrawals; and

(e)

notpermitBorrowertopayorfinanceanyofitsAffiliates’operating expenses not properly allocable to Borrower.

6.13 Cash Management Agreement. On or prior to the BDC Transition Datefollowing May 31, 2025, Borrower, the Originator, U.S. Bank National AssociationAlterDomus (US) LLC or any other Person satisfactory to Agent in its sole discretionand the Agent shall enter into a Cash

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Management Agreement, in form andsubstance reasonablyacceptableto Agent and such Cash Management Agreement shall address the cash management of all Collections.

6.14 Disclosure Updates. Promptly and in no event later than five (5) Business Days after an Authorized Person obtains knowledge thereof, notify Agent if any written information, exhibit, or report (when taken as a whole) furnished to Agent or the Lenders contained, at the timeitwasfurnished,anyuntruestatementofamaterialfactoromittedtostateanymaterialfact necessary to make the statements contained therein not misleading in any material respect in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

6.15 Formation of Subsidiaries. Not form or acquire any Subsidiary of Borrower on oraftertheClosingDatewithoutthepriorwrittenconsentofAgent,andatthetimethat Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiaryafter the Closing Date with the prior written consent of the Agent, Borrower shall, if and to the extentrequiredby Agent,(a)cause suchnewSubsidiary toprovide toAgentajoindertothis Agreement, together with such other security documents (including mortgages with respect to anyRealPropertyofsuchnewSubsidiary),aswellasappropriatefinancingstatements(andwith respecttoallpropertysubjecttoamortgage,fixturefilings),allinformandsubstancereasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements,hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactoryto Agent, and (c) provide to Agent all other documentation, including oneormoreopinionsofcounselsatisfactorytoAgent,ifrequestedbyAgent,whichinits opinionisappropriatewithrespecttotheexecutionanddeliveryoftheapplicabledocumentation referred to above (including policies of title insurance or other documentation with respect to all property subjecttoamortgage).Any document,agreement,orinstrumentexecutedorissued pursuant to this Section 6.15shall be a Loan Document.

6.16 RequiredAssetDocuments.Immediatelyuponreceipt(butinnoeventlaterthan five (5) Business Days after the funding of the related Advance), deliver to Agent or the Collateral Custodian all of the Required Asset Documents related to such Note Receivable.

6.17 Investment Management Agreement. Investment Manager shall promptly provide Agent with true and complete copies of all notices sent or received by Investment Manager under the Investment Management Agreement.

6.18 ControlAgreements.Withinthirty(30)daysoftheClosingDate,theBorrower, theCollection Account Bank, and the Agent shall enterintoControlAgreements withrespect to the Collection Account and the Operating Account, which Control Agreements shall be in form and substance reasonably satisfactory to the Agent.

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6.19 Servicing Agreement. Servicer shall promptly provide Agent with true and complete copies of all notices sent or received byServicer under the Servicing Agreement.

6.20 Sanctions; Anti-Corruption Laws. Each Covenant Party shall maintain, and cause each of its Subsidiaries (if applicable) to maintain, written policies and procedures designed to promote compliance by such Covenant Party and its directors, officers, employees andagentswithapplicableSanctionsandwiththeFCPAandanyotherapplicableanti-corruption laws.

6.21 Custodial Agreement. On or prior to the BDC Transition Date, Borrower, U.S. Bank National Association and the Agent shall enter into a Custodial Agreement, in form and substance reasonably acceptable to Agent.

6.226.21 Collections.EachoftheInvestmentManager,theOriginatorandServicer shall instruct all Account Debtors to make all payments directly into the Collection Account; provided, that any payment received into an account other than the Collection Account shall be deposited into the Collection Account promptlybut in no event later than two (2) Business Days after receipt thereof.

7.

NEGATIVECOVENANTS.

Each of the Borrower, the Servicer and the Originator (and also the Investment Manager as to Sections7.3, 7.6, 7.8, 7.11and 7.17) covenants and agrees that, until termination of all of the Commitments and full and final payment of the Obligations, Borrower, the Servicer and the Originator and the Investment Manager, as applicable, will not do anyof the following:

7.1 Indebtedness. Create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directlyor indirectly, liable with respect to anyIndebtedness, except:

(a)

IndebtednessevidencedbythisAgreementandtheotherLoanDocuments,

(b)

SubordinatedDebt,

(c)

otherIndebtednesssetforthonSchedule5.19,

(d)

refinancings, renewals, or extensions of Indebtedness permitted under clause (c)of this Section 7.1(and continuance or renewal of any Permitted Liens associated therewith) so long as: (i) the terms and conditions of such refinancings, renewals, or extensions do not, in Agent’s judgment, materiallyimpair the prospectsof repaymentofthe Obligationsby

Borrower or materially impair Borrower’s creditworthiness, (ii) such refinancings, renewals, or extensions donotresult inanincreasein theprincipalamountof, orinterestratewithrespect to, the Indebtedness so refinanced, renewed, or extended, (iii) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturityof the Indebtedness so refinanced, renewed, or extended, nor aretheyonterms or conditions that,taken as a whole, are materially more burdensome or restrictive to Borrower, (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and

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conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, and (v) the Indebtednessthatisrefinanced,renewed,orextendedisnon-recoursetoanyPersonthatisliable on account of the Obligations other than those Persons which were obligated with respect tothe Indebtedness that was refinanced, renewed, or extended, and

(e)

endorsementofinstrumentsorotherpaymentitemsfordeposit.

7.2 Liens. Create, incur, assume, orsuffer to exist, directlyorindirectly, anyLien on or with respect to any of the Borrower Collateral or any equity interests in the Borrower, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are replacements of Permitted Liens to the extent that the originalIndebtednessisrefinanced,renewed,orextendedunderSection7.1(d)andsolongasthe replacement Liens onlyencumber those assets that secured therefinanced, renewed, or extended Indebtedness).

7.3 RestrictionsonFundamentalChanges.

(a)

Enterintoanymerger,consolidation,reorganization,orrecapitalization,or amend in any material respect any of its Governing Documents as in effect on the Closing Date except in connection with the BDC Reorganization.

(b)

Liquidate,windup,ordissolveitself(orsufferanyliquidationor dissolution).

(c)

Suspendorgooutofasubstantialportionofitsortheirbusiness.

(d)

Convey,sell,lease,license,assign,transfer,orotherwisedisposeof,in

onetransactionoraseriesoftransactions,alloranysubstantialpartofitsassets,otherthan through Discretionary Sales.

7.4 Disposal of Assets. Other than Discretionary Sales, convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of Borrower’s assets.

7.5 Change Name. Change Borrower’s name, organizational identification number, stateoforganizationororganizationalidentity;provided,however,thatBorrowermaychangeits nameuponatleastthirty(30)dayspriorwrittennoticetoAgentofsuchchangeandsolongas,at the time of such written notification, Borrower provides any financing statements necessary to perfect and continue perfected the Agent’s Liens.

7.6 Nature of Business. Make any material change in the nature of its or their business,oracquireanypropertiesorassetsthatarenotreasonablyrelatedtotheconductofsuch business activities. Without limiting the generality of the foregoing, Originator shall not cause the portfolio of Note Receivables held by Borrower, as opposed to the Originator or any other Subsidiary or Affiliate of the Originator, to be selected in a manner adverse to Borrower or Agent.

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7.7 PrepaymentsandAmendments.Exceptinconnectionwitharefinancing permittedbySection7.1(d),oraRestrictedPaymentorotherpaymentpermittedbySection7.10,

(a)

acquire any Indebtedness of Borrower, other than the Obligations in accordance with this Agreement,

makeanypaymentonaccountofIndebtednessthathasbeencontractuallysubordinatedinright of payment if such payment is not permitted at such time under the subordination terms and conditions, or

directlyorindirectly,amend,modify,alter,increase,orchangeanyofthetermsorconditionsof anyagreement,instrument,document,indenture,orotherwritingevidencingorconcerningany Subordinated Debt or anyIndebtedness permitted under Sections 7.1(c)or (d), except as permitted by Section 7.1(d).

7.8 FinancialCovenants.Permit,attheendofanyfiscalquarter:

(a)

theInvestmentManager’sTangibleNetWorthtobelessthanthesumof (i) $2,500,000, (ii) commencing with the fiscal quarter ending March 31, 2025, 25% of its cumulative net income since the Closing Date and (iii) commencing with the fiscal quarterending March 31, 2025,75% of its additional paid-in capital followingsincethe Closing Date;

(b)

the Investment Manager’s consolidated net earnings (or loss), plus, to the extent deducted in determining net income, the sum of amounts attributable to amortization and any unpaid dividends, interest expense and share-based payments to be (i) less than zero for morethantwo(2)consecutivecalendarquartersor(ii)lessthanzeroforanypreceding twelve-month period, as of such date of determination;provided, that in making suchdetermination, the Investment Manager shall be permitted to adjust its December 31, 2024financial statement to permit add-backs for non-recurring expenses in connection with the BDCReorganization, staff recruitment and a waiver of the Management Fee;

(c)

theOriginator’sAssetCoverageRatiotobeequaltoorlessthan1.5x;

(d)

the Originator’s and the Investment Manager’s aggregate amount of unencumberedcashandcashequivalents,AvailableAmountpursuanttothisAgreementandany other committed capital (including anyunallocated capital commitments of theOriginator) to be

equaltoorlessthanthegreaterof:(i)$10,000,000,(ii)theCapitalCommitmentRequired Amount and (iii) the Aggregate Unfunded Amount;

(e)

theBorrower’sWeightedAverageSpreadtobelessthan4.00%;

(f)

theBorrower’sExcessSpreadtobeequaltoorlessthan2.00%;and

(g)

theBorrower’ssix-monthaverageDefaultRatiotobegreaterthan5.00%.

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7.9 Required Procedures. Make any changes or revisions to the Required Procedures except in the manner permitted by the definition of Required Procedures.

7.10 Restricted Payments. Make anyRestricted Payment; provided, however, that so long as no Event of Default shall have occurred and be continuing or would occur as a result thereofandAgentandLendersshallhavereceivedthefinancialstatementsrequiredby Section6.3forthemostrecentlycompletedfiscalquarter,thenBorrowermaymakedistributions to the holders of its Stock in an amount not to exceed any amounts distributed to Borrowerpursuant to Section 2.4(a) or 2.4(b)to the extent permitted by applicable law; provided, further,nothing contained in this Section 7.10 prohibit anypayments to the Investment Managerand theServicer provided for in Sections 2.4(a) and Section 2.4(b).

7.11 Accounting Methods. Modify or change, its fiscal year or its method of accounting (other than as may be required to conform to GAAP) or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service bureau for the preparation or storage of Borrower’s accounting records without said accounting firm or service bureau agreeing to provide Agent information regarding the Collateral or Borrower’s financial condition in accordance with the Loan Documents.

7.12 Investments. Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment.

7.13 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any transaction with any Affiliate of Borrower except for transactions that (a)(i) are in the ordinarycourse of Borrower’sbusiness, (ii) areupon fair and reasonableterms, and (iii) (iii)are fullydisclosed to Agent and (iv) arenoless favorableto Borrowerthan would beobtained in an arm’s length transaction with a non-Affiliate or (b) are otherwise permitted under this Agreement.

7.14 Useof Proceeds.UsetheproceedsoftheAdvancesforanypurposeotherthanto finance Borrower’s acquisitionof Eligible NoteReceivables andtopaytransactionalfees,costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, to make Restricted Payments permitted under Section 7.10and for any other purpose not expressly prohibited by this Agreement.

7.15 Collateral with Bailees. Store anyCollateral at anytimenoworhereafter with a bailee, warehouseman, or similar party, other than AgentorCollateralCustodian;provided,that loanfilesthatdonotincludeoriginalpromissorynotes,Lieninstruments,orassignmentsofLien instruments may be stored, from time to time, in a public warehouse, access to which has been assigned by Borrower to Agent.

7.16 ServicingAgreement.

(a)

With respect to the Servicing Agreement (i) amend or modify the Servicing Agreement in any manner that (A) causes or allows the aggregate amount of the servicingfeespayableundertheServicingAgreementtoexceed,asofanytimeofdetermination, an amount equal to the amount of the servicing fees as determined pursuant to the Servicing Agreement on the Closing Date, (B) except as allowed by clause (A) preceding, obligates Borrower

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for payment of any professional costs or court costs incurred by Servicer in servicing under the Servicing Agreement, (C) causes or allows the requirements applicable to Servicer’s standards of conduct, compliance with laws or licensing requirements to be less restrictive than exist on the Closing Date, (D) releases any indemnity obligations of Servicer or modifies any such in anymanner that is less restrictive than exist on the ClosingDate, (E)relieves Servicer of its obligation to perform under the Servicing Agreement, or (ii) terminate the Servicing Agreement, or allow the Servicing Agreement to be terminated, in any such case without the prior written consent of Agent.

(b)

Allow Servicer to delegate any of its duties or functions under the Servicing Agreement to any Person, or otherwise engage any such Person to perform any such duties or functions for or on behalf of Servicer or Borrower, in any such case without the prior written consent of Agent except in accordance with the Servicing Agreement.

(c)

Transfer the duties and functions of Servicer under the Servicing Agreement to any other Person without the prior written consent of Agent.

7.17 Sanctions; Anti-Corruption Use of Proceeds. Directly or indirectly, use the proceeds of the Advances, or lend, contribute or otherwise make available such proceeds to any of its Subsidiaries, joint venture partner or other Person, (i) in furtherance of an offer, payment, promisetopay,orauthorizationofthepaymentorgivingofmoney,oranythingelseofvalue,to any Person in violation of the FCPA or any other applicable anti-corruption law, or (ii) (A) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (B) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Advances, whether as Agent, Syndication Agent, Lender, underwriter, advisor, investor, or otherwise).

8.

EVENTSOFDEFAULT.

Any oneormoreofthefollowingeventsshallconstituteaneventof default(each, an “Event of Default”) under this Agreement:

8.1 If Borrower (a) fails to pay when due and payable, or when declared due and payable, all or any portion of the Obligations (whether of principal, interest (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts),feesandchargesdueAgentoranyLender,reimbursementofLenderGroupExpenses, orother amounts constitutingObligations), eachof which remainsunpaidforaperiodofgreater thantwo(2)BusinessDays,or(b)failstorepayallObligationsonorpriortotheMaturityDate;

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8.2 If an Insolvency Proceeding is commenced by Borrower, the Originator, the Servicer or the Investment Manager thereof;

8.3 If any of the Borrower, the Investment Manager, the Servicer or the Originator fails to perform, keep, or observe any covenant or other provision contained in Section 2.6, Article VI, orArticleVIIofthisAgreementoranycomparableprovisioncontainedinanyofthe other Loan Documents, each case, to the extent applicable to such Person;

8.4 If any representation or warranty made or deemed made by the Borrower, the Investment Manager, the Servicer or the Originator in this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall prove to be incorrect in any material respect as of the time when the same shall have been made or deemed to have been made;

8.5 IftheAgent,asagentfortheLenders,shallfailforanyreasontohaveavalidand perfectedfirstprioritysecurityinterestinanyoftheCollateral,freeandclearofanyLiens(other than Permitted Liens), or anymaterial portion of the assets of Borrower, or of the Originator, is attached, seized, subjected to a writ or distress warrant, levied upon, or comes into the possession of any third Person;

8.6 If an Insolvency Proceeding is commenced against Borrower,the Originator or the Investment Manager, and any of the following events occur: (a) such Person consents to the institution of such InsolvencyProceeding against it, (b) the petition commencingthe Insolvency Proceeding is not timely controverted; provided, however, that, during the pendency of such period, Agent (including anysuccessor agent) and eachothermemberofthe LenderGroupshall be relieved of their obligations to extend credit hereunder, (c) the petition commencing the Insolvency Proceeding is not dismissed within forty-five (45) calendar days of the date of the filingthereof;provided,however,that,duringthependencyofsuchperiod,Agent(includingany successor agent) and each other member of the Lender Group shall be relieved of their obligations to extend credit hereunder, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of such Person, or (e) an order for relief shall have been entered therein;

8.7 If the Borrower shall become an “investment company” subject to registration under the 1940 Act;

8.8 IftheMinimumEquityRequirementshallnotbemaintained;

8.9 If, as of any date, the outstanding Advances exceed the Maximum Availability, and the same remains unremedied for more than three (3) Business Days;

8.10 If, on or prior to March 7, 2025 (a) the BDC Reorganization shall not have occurred, (b) the Investment Management Agreement shall not have been executed and entered into, and (c) the Agent shall not have received an opinion with respect to corporate and enforceability matters with respect to the Investment Management Agreement, which opinion shall be in form and substance reasonably acceptable to the Agent;

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8.11 If, withouttheprior written consentoftheAgent,theInvestmentManager agrees orconsentsto,orotherwisepermitstooccur,anyamendment,modification,change,supplement or rescission of or to theRequiredProcedures in anymannerthat would have amaterialadverse effect on the Note Receivables taken as a whole;

8.12 If Borrower, the Investment Manager, the Servicer or the Originator, is enjoined, restrained, orin anywayprevented bya Governmental Authorityorcourtorderfromcontinuing to conduct all or anymaterial part of its business affairs for a period of 30 consecutive days;

8.13 If anoticeofLien,levy,orassessmentisfiledofrecordwithrespecttoanyassets of Borrower the Servicer or the Originator, having an aggregate value in excess of$500,000, by the United States, or anydepartment, agency, or instrumentalitythereof, or byanystate, county, municipal, or governmental agency, or if any taxes or debts owing at any time hereafter to any one or more of such entities becomes a Lien upon any assets of Borrower, or any assets of the ServicerortheOriginator,havinganaggregatevalueinexcessof$500,000,andinanysuchcase the same is not paid before such payment is delinquent;

8.14 If a judgment or other claim becomes a Lien or encumbrance upon (a) anyassets of Borrower, or anyassets oftheServicerorthe Originator,having an aggregatevalueinexcess of$500,000or(b)anyassetsofInvestmentManager,havinganaggregatevalueinexcessof $1,000,000, and in any such case either (a) enforcement of such judgment or claim remains unstayed or unsatisfied for a period of thirty (30) consecutive days and is not fully covered (subject to standard deductibles) by insurance coverage under which the insurer has accepted liability, or (b) the judgment creditor or claimant begins enforcement proceedings of such judgment or Lien;

8.15 If there is a default by Borrower under any Subordinated Debt or under any Indebtedness(otherthantheObligations)havinganaggregateprincipalamountinexcessof $500,000, or a default by the Investment Manager, the Servicer or the Originator under any Indebtedness having an aggregate principal amount in excess of $500,000, and in anysuch case such default (a)occurs at the final maturityof theobligations thereunder, or(b)results in aright by the other party thereto, irrespective of whether exercised, to accelerate the maturity of the obligations thereunder of Borrower, or the Originator or the Servicer, or the Investment Manager, as the casemaybe, toterminatesuchagreement, ortorefusetorenewsuchagreement in accordance with any automatic renewal right therein;

8.16 If (i)anymaterial provision ofaLoanDocument shall (except inaccordancewith itsterms)terminate,ceasetobeeffectiveorceasetobethelegallyvalid,bindingandenforceable obligation of theBorrower, the Investment Manager, the Servicer or theOriginator, to the extent each is a party thereto or (ii) the Borrower, the Investment Manager, the Servicer or the Originator shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature orenforceabilityofanyLoan Document oranyLienpurported to becreatedthereunderto whichitisaparty;

8.17 If either Heather La Freniere or Tim Gottfried shall cease to be activelyinvolved in the business of Borrower in such capacity, and such individuals shall not have been replaced by individuals of like qualifications and experience within ninety (90) days and with respect to whom

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Agenthascompletedabackgroundcheckwiththeresultsofsuchbackgroundcheckbeing acceptable to Agent in its Permitted Discretion;

8.18 A Change of Control shall occur, without the prior written consent of the Agent, acting under the direction of the Required Lenders;

8.19 A Servicer Termination Event,Sub-ServicerTerminationEventoranInvestment Manager Termination Event shall occur;

8.20 AMaterialAdverseChangeshalloccur;

8.21. Borrower shall (i) engage in any non-exempt “prohibited transaction” as defined in ERISA or Section 4975 of the Code, (ii) incur any “accumulated funding deficiency” as defined in ERISA, (iii) incur any “reportable event” as defined in ERISA, (iv) terminate any “Benefit Plan”, as defined in ERISA, or (v) become involved in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administratorofany“plan”,asdefined in ERISA,andsuchevent orconditioneither(x)remains uncured for a period of thirty (30) days from date of occurrence, or (y) could, in Agent’s reasonable business judgment, subject Borrower to any tax, penalty or other liability having a Material Adverse Effect; or

8.22 IfatanytimetheOriginatorshallceasetosatisfytheRIC/BDCRequirementsand the same remains unremedied within 30 days.

9.

THELENDERGROUP’SRIGHTSANDREMEDIES.

9.1 Rights and Remedies. Upon the occurrence, and during the continuation, of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case underclauses(a)or(b)bywrittennoticetoBorrower),inadditiontoanyotherrightsorremedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following:

(a)

declaretheObligations,whetherevidencedbythisAgreementorbyanyof the other Loan Documents immediatelydue and payable, whereupon the same shall become and beimmediatelydueandpayableandBorrowershallbeobligatedtorepayallofsuchObligations infull,withoutpresentment,demand,protest,orfurthernoticeorotherrequirementsofanykind, all of which are hereby expressly waived by Borrower;

(b)

declare the Revolving Credit Availability Period and the Commitments terminated, whereupon the Revolving Credit Availability Period and the Commitments shall immediately be terminated together with any obligation of any Lender hereunder to make Advances;

(c)

settle or adjust disputes and claims directly with Borrower’s Account Debtors and makers of Note Receivables for amounts and upon terms which Agent considers advisable, and in such cases, Agent will credit Borrower’s Loan Account with only the net amounts received by Agent in payment of such disputed Accounts or Note Receivables after deducting all Lender Group Expenses incurred or expended in connection therewith;

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(d)

exercise or assign any and all rights to collect, manage, and service the Note Receivables, including the rights to (i) receive, process and account for all Collections in respect of Note Receivables, (ii) terminate the Servicing Agreement and assign servicing responsibilities to any replacement servicer, (iii) without notice to or demand upon Borrower, make any payments as are reasonably necessary or desirable in connection with the Servicing AgreementoranyotheragreementthatAgententersintowithanyreplacementservicer,and(iv) take alllawful actions andprocedures whichAgentorsuchassigneedeemsnecessarytoenforce anyand all rights of Borrower under anyNote Receivable Documentor collectthe amountsdue to Borrower in connection with Note Receivables (with all amounts incurred byAgent pursuant to this Section 9.1(d)being Lender Group Expenses);

(e)

without notice to or demand upon Borrower or any other Person, make suchpaymentsanddosuchactsasAgentconsidersnecessaryorreasonabletoprotectitssecurity interestsintheCollateral.BorroweragreestoassembletheCollateralifAgentsorequires,andto make the Collateral available to Agent at a place that Agent may designate which is reasonably convenient to both parties.Borrowerauthorizes Agent toenterthepremises wheretheCollateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase,contest,orcompromiseanyLienthatinAgent’sdeterminationappearstoconflictwith the priority of Agent’s Liens in and to the Collateral and to pay all expenses incurred in connection therewith and to charge Borrower’s Loan Account therefor. With respect to any of Borrower’s owned or leased premises, Borrower hereby grants Agent a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise anyof the Lender Group’s rights or remedies provided herein, at law, in equity, or otherwise;

(f)

without notice to Borrower (such notice being expressly waived), and without constituting an acceptanceof anycollateralinfullorpartialsatisfactionofanobligation (within the meaning of the Code), set off and apply to the Obligations any and all (i) balances anddeposits of Borrowerheld bythe Lender Group, or (ii) Indebtedness atanytimeowingtoor for the credit or the account of Borrower held bythe Lender Group;

(g)

hold, as cash collateral, any and all balances and deposits of Borrower held bythe Lender Group to secure the full and final repayment of all of the Obligations;

(h)

ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertiseforsale,andsell(inthemannerprovidedforherein)theBorrowerCollateral.Borrower herebygrants toAgent alicenseorotherright touse,withoutcharge,Borrower’slabels,patents, copyrights, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Borrower Collateral, in completing production of, advertising for sale, and selling any Borrower Collateral and Borrower’s rights under all licenses and all franchise agreements shall inure to the Lender Group’s benefit;

(i)

(i)sell the Borrower Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and atsuchplaces(includingBorrower’spremises)asAgentdeterminesiscommerciallyreasonable. It is not necessarythat the Borrower Collateral be present at anysuch sale;

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(j)

exceptinthosecircumstanceswherenonoticeisrequiredundertheCode, Agent shall give notice of the disposition of the Borrower Collateral as follows:

(i)

AgentshallgiveBorroweranoticeinwritingofthetimeandplace ofpublicsale, or, ifthesaleis aprivatesaleorsomeotherdispositionotherthan apublic sale is to be made of the Borrower Collateral, the time on or after which the private sale or other disposition is to be made; and

(ii)

thenoticeshallbepersonallydeliveredormailed,postageprepaid, to Borrower as provided in Section 12, at least ten (10) days before the earliest time of disposition set forth in the notice; no notice needs to be given prior to the disposition of any portion of the Borrower Collateral that is perishable or threatens to decline speedily in value or that is of a type customarilysold on a recognized market;

(k)

Agent,onbehalf of theLenderGroup, maycredit bidandpurchaseat any publicsale;

(l)

Agentmayseektheappointmentofareceiverorkeepertotakepossession

of all or any portion of the Borrower Collateral or to operate same and, to the maximum extent permitted by applicable law, may seek the appointment of such a receiver without the requirement of prior notice or a hearing;

(m)

exercise anyand all rights of Borrower under the Servicing Agreement or assume or assign anyand all rights and responsibilities to collect, manage, and service the Note Receivables, including (i) the responsibility for the receipt, processing and accounting for all payments on account of the Note Receivables, (ii) periodically sending demand notices and statements to the Account Debtors or makers of Note Receivables, (iii)enforcing legal rights with respect to the Note Receivables, including hiring attorneys to do so to the extent Agent or such assignee deems such engagement necessary, and (iv) taking all lawful actions and procedures which Agent orsuchassigneedeemsnecessarytocollecttheNoteReceivables(with all amounts incurred by Agent pursuant to this Section 9.1(m)being Lender Group Expenses); and

(n)

exercise all other rights and remedies available to Agent or the Lendersunder the Loan Documents or applicable law.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.5or Section 8.6, in addition to the remedies set forth above, without any notice to Borrower or any other Person or any act by the Lender Group, the Revolving Credit Availability Period and the Commitments shall automatically terminate and the Obligations, inclusive of all accrued and unpaid interest thereon and all fees and all other amounts owing under this Agreement or under any of the other Loan Documents, shall automatically and immediatelybecomedueandpayableandBorrowershallbeobligatedtorepayallofsuch Obligations in full, withoutpresentment,demand,protest, ornotice of anykind,all ofwhichare expressly waived by Borrower.

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9.2 Special Rights of the Lender Group in Respect of Note Receivables andPurchased Participations. Without limiting Section 9.1, upon the occurrence and during the continuation of an Event of Default involving the failure by Borrower, Servicer or any replacement servicer to perform its servicing obligations in respect of any Note Receivables or purchased participations, or failure to take any action necessary to preserve the ongoing performance, enforceability or value thereof, Agent shall have the right to take such action as Agent may deem necessaryin its Permitted Discretion to preserve the ongoing performance and enforceability of any such Note Receivable or purchased participation and preserve the value thereof, respectively, includingwithout limitation, takinganyaction that Borrower or Servicer is required or authorized to take in respect thereof or to otherwise properly service same, or contract with any Person to take or perform any such actions. Borrower hereby grants to Agent, effective upon the occurrence and during the continuation of an Event of Default, a special power of attorney (which shall be irrevocable, coupled with an interest and include power of substitution) to take any action authorized in this paragraph until the earliest to occur of the waiver of such Event of Default, the cure of such Event ofDefault to Agent’s satisfaction, or the payment in full of the Obligations. Any advances, payments or other costs or expenses made or incurred by Agent in taking any action authorized under this paragraph shall be Lender Group ExpensesandincludedwithintheObligationsandreimbursedtoAgentondemandor,atAgent’s Permitted Discretion charged and treated as Advances. Agent’s rights under this Section 9.2are cumulative of all other rights of the Agent under the Loan Documents and may be exercised in whole or in part, in Agent’s Permitted Discretion. Agent shall have no obligation to take any action under this Section 9.2, and no undertaking by Agent under this paragraph shall obligate AgenttocontinueanysuchactionortotakeanyotheroradditionalactionunderthisSection9.2. Nothing in this Section 9.2shall be construed as authorizing or causing a replacement of the Servicer absent the occurrence and continuation of an Event of Default.

9.3 Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shallbedeemedanelection,andnowaiverbytheLenderGroupofanyEventofDefaultshallbe deemedacontinuingwaiver.NodelaybytheLenderGroupshallconstituteawaiver,election,or acquiescence by it.

10.

TAXESANDEXPENSES.

IfBorrowerfailstopayanymonies(whethertaxes,assessments,insurancepremiums,or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, and an Event of Default has occurred and is continuing, then, Agent, in its Permitted Discretion and without priornotice to Borrower, may do any or all of the following: (a) make payment of the same or any part thereof (provided that Agent shall not pay taxes that are the subject of a Permitted Protest and that Agent shall, in anyevent,consultwiththeBorrowerpriortomakinganysuchpayment),(b)setupsuchreserves against the Borrowing Base or the Maximum Revolver Amount as otherwise permitted hereunder as Agent deems necessary to protect the Lender Group from the exposure created by such failure, or (c) in the case of the failure to comply with Section 6.8hereof, obtain and maintain insurancepolicies

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of the typedescribed in Section 6.8and take anyaction with respect to such policies as Agent deems prudent. Any such amounts paid by Agent shall constitute Lender Group Expenses and anysuch payments shall not constitute an agreementbytheLender Group to make similar payments in the future or a waiver bythe Lender Group of anyEvent of Default under this Agreement. Agent need not inquire as to, or contest the validityof, anysuch expense, tax, or Lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.

11.

WAIVERS;INDEMNIFICATION.

11.1 Demand;Protest;etc.Borrowerwaivesdemand,protest,noticeofprotest,notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at anytime held bythe Lender Group on which Borrower mayin anywaybe liable.

11.2 The Lender Group’s Liability for Borrower Collateral. Borrower hereby agreesthat:(a)solongasAgentcomplieswithitsobligations,ifany,undertheCode,theLender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Borrower Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from anycause, (iii)anydiminution in thevaluethereof, or(iv)anyact ordefault ofany carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Borrower Collateral shall be borne byBorrower.

11.3 Indemnification.Borrowershallpay,indemnify,defend,andholdthe Agent-Related Persons, the Lender-Related Persons with respect to each Lender (each, an “Indemnified Person”) harmless (to the fullest extent permitted by applicable law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, costs (but excluding for the avoidance of doubt any Excluded Taxes), penalties, and damages, and all reasonable and documented out-of-pocket fees and disbursements of attorneys, experts and consultants and other reasonable and documented costs and expenses actually incurred in connectiontherewithorinconnectionwiththeenforcementofthisindemnification(asandwhen they are incurred and irrespective of whether suit is brought), at any time asserted against, imposedupon,orincurredbyanyofthem(a)inconnectionwithorasaresultoforrelatedtothe execution, delivery, enforcement, performance, or administration (includinganyrestructuringor workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Borrower’s compliance with the terms of the Loan Documents, (b) with respect to anyinvestigation,litigation, orproceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act,omission,event,orcircumstanceinanymannerrelatedthereto,and(c)inconnectionwithor arisingout of anypresence or release of Hazardous Materials at, on, under, to or from anyassets or properties owned, leased or operated by Borrower or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or propertiesofBorrower(alltheforegoing,collectively,the“IndemnifiedLiabilities”).The foregoingtothe contrarynotwithstanding,BorrowershallhavenoobligationtoanyIndemnified Person under this Section11.3with respect to any Indemnified Liability that a court of competentjurisdictionfinallydeterminestohaveresultedfromthebadfaith,grossnegligenceor willful misconduct of such

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Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

12.

NOTICES.

Unless otherwise provided in this Agreement, all notices or demands by Borrower, the Servicer,theOriginator,theInvestmentManagerorAgenttotheotherrelatingtothisAgreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested),overnight courier,electronicmail(at suchemail addresses asBorrower, theServicer, the Originator, the Investment Manager or Agent, as applicable, may designate to each other in accordance herewith), or telefacsimile to Borrower, the Servicer, the Originator, the Investment Manager or Agent, as the case may be, at its address set forth below:

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Agent and Borrower may change the address at which they are to receive notices hereunder, by noticeinwritingintheforegoingmannergiventotheotherparty.Allnoticesordemandssentin accordance with this Section 12, other than notices by Agent in connection with enforcement rights against the Borrower Collateral under the provisions of the Code, shall be deemed received on the earlier of the date of actual receipt or three (3) Business Days after the deposit thereof in the mail as provided herein, or if sent by facsimile when sent with receipt confirmed by the recipient. Borrower acknowledges and agrees that notices sent by the Lender Group in connection with the exercise of enforcement rights against Borrower Collateral under the provisions of the Code shall bedeemed sent when deposited in the mail orpersonallydelivered, or, where permitted bylaw, transmitted bytelefacsimile or anyother method set forth above.

13.

CHOICEOFLAWANDVENUE;JURYTRIALWAIVER.

(a)

THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENTHEREOFANDTHEREOF, ANDTHERIGHTSOFTHEPARTIESHERETOANDTHERETOWITHRESPECTTOALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)

THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSSHALLBETRIEDANDLITIGATEDONLYINTHESTATEAND,TOTHE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTYOFNEWYORK,STATEOFNEWYORK,PROVIDED,HOWEVER,THATANY SUITSEEKINGENFORCEMENTAGAINSTANYCOLLATERALOROTHERPROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDERGROUPWAIVE,TOTHEEXTENTPERMITTEDUNDERAPPLICABLELAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 13(b).

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(c)

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OFTHISAGREEMENTMAYBEFILEDASAWRITTENCONSENTTOATRIALBYTHE COURT.

(d)

BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT.EACHOFTHEPARTIESHERETOAGREESTHATAFINALJUDGMENTIN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

14.

ASSIGNMENTSANDPARTICIPATIONS;SUCCESSORS.

14.1 AssignmentsandParticipations

(a)

With(i)thepriorwrittenconsentofBorrower,whichconsentofBorrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld,delayedorconditioned,andshallnotberequiredinconnectionwithanassignmenttoa Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assignanddelegatetooneormoreassigneessolongasineachcasesuchprospectiveassigneeis an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any AffiliateofBorrowershallbepermittedtobecomeanAssignee)alloranyportionofthe Obligations,theCommitmentsandtheotherrightsandobligationsofsuchLenderhereunderand undertheotherLoanDocuments,inaminimumamount(unlesswaivedbytheAgent)of $5,000,000 (except such minimum amount shall not applyto (x) an assignment ordelegation by anyLendertoanyotherLenderoranAffiliateofanyLenderor(y)agroup

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ofnewLenders,each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or anAffiliateofsuchnewLendertotheextentthattheaggregateamounttobeassignedtoallsuch new Lenders is at least $5,000,000); provided, however, that Borrower and Agent maycontinue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent bysuch Lender and the Assignee, (II) such Lenderand its Assigneehavedelivered to BorrowerandAgentanAssignmentandAcceptanceandAgenthasnotifiedtheassigningLender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.

(b)

From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation among Borrower, the assigning Lender, and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 16and Section 17.9(a)of this Agreement.

(c)

ByexecutinganddeliveringanAssignmentandAcceptance,theassigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without relianceupon Agent, such assigning Lender or anyother Lender, andbased onsuch documents and information as it shall deem appropriate at the time, continue to make its own credit

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decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidentalthereto, and (vi)such Assignee agrees that it willperform all of theobligationswhich bythe terms of this Agreement are required to be performed byit as a Lender.

(d)

Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 14.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.

(e)

Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests ofthat Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shallnot constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respectto,thisAgreementoranyotherLoanDocument,excepttotheextentsuchamendmentto, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expresslyprovided herein or in anyof the Loan Documents) supporting the ObligationshereunderinwhichsuchParticipantisparticipating,(D)postponethepaymentof,or reducetheamount of, theinterest orfees payabletosuchParticipantthroughsuch Lender,or(E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if such Lender had notsoldsuchparticipation,exceptthat,ifamountsoutstandingunderthisAgreementaredueand unpaid,orshallhavebeendeclaredorshallhavebecomedueandpayableupontheoccurrenceof an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount ofitsparticipatinginterestwereowingdirectlytoitasaLenderunderthisAgreement.Therights of any Participant only shall be derivative through the Originating Lender with whom such Participant

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participatesandnoParticipantshallhaveanyrightsunderthisAgreementortheother Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. Each Participant shall be entitled to the benefits of Section 11.3and Section 16.11(subject to the requirementsandlimitationstherein,underSection15.2andotherwiseinthisagreement,readas if a Participant were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment; provided, however, that a Participant shall not be entitled to receive any greater payment under Section 11.3and Section 16.11than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,maintainaregisteronwhichitentersthenameandaddressofeachParticipantandthe principal amounts (and stated interest) of each Participant’s interest in the Advances or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.For the avoidance of doubt, the Administrative Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

(f)

In connection with any such assignment or participation or proposed assignment orparticipation, a Lendermay,subject to theprovisions of Section 17.9,disclose all documents and information which it now or hereafter may have relating to Borrower and its business.

(g)

Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interestinthisAgreementinfavorofanyFederalReserveBankinaccordancewithRegulationA of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

(h)

The Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the applicable Lenders, and the applicable Commitments of, and principal amounts (and stated interest) of the applicable Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent, and the applicable Lenders shall treat

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each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.The Register shall be available forinspection bythe Borrower and or Lender, at anyreasonable time and from time to time upon reasonable prior notice.

14.2 Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release Borrower from its Obligations. A Lender may assign this Agreement and theotherLoanDocumentsanditsrightsanddutieshereunderandthereunderpursuanttoSection 14.1hereof and, except as expressly required pursuant to Section 14.1hereof, no consent or approval by Borrower is required in connection with any such assignment.

15.

AMENDMENTS;WAIVERS.

15.1 AmendmentsandWaivers.

(a)

No amendment or waiver of anyprovision ofthis Agreement or anyother Loan Document (otherthantheLenderFeeLetter),andnoconsentwithrespecttoanydeparture by Borrower therefrom, shall be effective unless the same shall be in writing and signed by the RequiredLenders(orbyAgentatthewrittenrequestoftheRequiredLenders)andBorrowerand then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly affected thereby and Borrower, do any of the following:

(i)

increase the amount of or extend the expiration date of any Commitment of any Lender,

(ii)

postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

(iii)

reduce the principal of, or the rate of interest on, anyloanorother extension of credit hereunder, or reduce any fees or other amounts payable hereunder or underanyotherLoanDocument(exceptinconnectionwiththewaiverofapplicabilityof Section 2.5(b), which waiver shall be effective with the written consent of the Required Lenders),

(iv)

amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,

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(v)

amend,modify,oreliminateSection16.12,

(vi)

other than as permitted by Section 16.12, release Agent’s Lien in and to any of the Collateral;

(vii)

amend, modify, or eliminate the definition of “Required Lenders” or “Pro Rata Share”,

(viii)

contractually(i)subordinate any of the Agent’s Liens,or have theeffectofsubordinatinganyoftheObligationstoanyotherIndebtednessor(ii) subordinate or have the effect of subordinating the Lien securing any of the Obligationson anyof the Collateral to anyother Lien securing anyother Indebtedness,

(ix)

releaseBorrowerfromanyobligationforthepaymentofmoney,or consent to the assignment or transfer byBorrower of anyof its rights or duties under this Agreement or the other Loan Documents,

(x)

amend,modify,oreliminateanyoftheprovisionsofSection2.4(a) or (b),Section 16.13 or any other provision in a manner that would alter the priority orpro rata sharing of payments required thereby,

(xi)

amend,modify, or eliminate any of the provisions of Section14.1(a)to permit Borrower or an Affiliate of Borrower to be permitted to become an Assignee,

(xii)

amend,modify,oreliminatethedefinitionof“BorrowingBase”or anyofthedefinedterms(includingthedefinitionofEligibleNoteReceivablesorEligibleAccountDebtor)thatareusedinsuchdefinitiontotheextentthatanysuchchangeresults inmorecreditbeingmadeavailabletoBorrowerbasedupontheBorrowingBase,butnot otherwise,orthedefinitionsof“MaximumRevolverAmount,”or“ExcessConcentrationLimit”,

(xiii)

amend, modify, or eliminate the definition of “Revolving Credit Availability Period,” “Amortization Commencement Date,” “Amortization Period” or any of the provisions of Section 2.2.or

(xiv)

amend, modifyor supplement the Agreement to add definitions of“Restricted Subsidiary”, “Unrestricted Subsidiary”, or any related or similar definitionsor any other provision related thereto.

(b)

Noamendment,waiver,modification,elimination,orconsentshallamend, modify, or waive (i) the definition of, oranyof theterms or provisions of, the LenderFee Letter, withoutthewrittenconsentofAgentand,Borrower(,andshallnotrequirethewrittenconsentofanyallof the Lenders), and (ii) any provision of Section 16pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrower, and the Required Lenders,

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(c)

Anything in this Section 15.1to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates onlyto the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Borrower, shall not require consent byor the agreement of Borrower, and (ii) any amendment, waiver, modification, elimination, or consent of or with respect to anyprovision of this Agreement oranyother LoanDocumentmaybeenteredintowithout theconsentof, orover the objection of, any Defaulting Lender., except that (x) the Commitment of any DefaultingLender may not be increased or extended, or the maturity of any of its Loans may not beextended, the rate of interest on any of its Advances may not be reduced and the principalamountofanyofitsAdvancesmaynotbeforgiven,ineachcasewithouttheconsentofsuch Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all theLenders or each affected Lender that byits terms affects anyDefaulting Lender more adverselythan the other affected Lenders shall require the consent of such Defaulting Lender.

(d)

No amendment, waiver, modification, elimination, or consent shall waiveany Default or Event of Default or any Early Termination Event without the written consent ofall the Lenders.

(e)

Notwithstanding the foregoing or anything to the contrary containedherein, noamendment,exchange,open-marketpurchase,refinancing,intercreditormodification,designation, transfer, or other transaction may: (i) prime or subordinate any Lien securing theObligations;(ii)grantanyLenderorothercreditorsuperiorormorefavorablepriority,collateral,guarantees,or paymenttermsrelative toany other Lender of the same class;(iii) effect anynon-pro rata payment or consideration not offered to all Lenders of the same class on identicalterms; or (iv) transfer material Collateral or Subsidiary equity or material assets or materialIntellectual Property (each, a “Prohibited Transaction”), in each case without the prior writtenconsent of each Lender. Any Prohibited Transaction effected without such consent is void abinitio.

15.2 ReplacementofCertainLenders.

(a)

If (i) any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the RequiredLendersbutnotofallLendersorallLendersaffectedthereby,or(ii)anyLendermakes a claim for compensation under Section 16.11, then Borrower or Agent, upon at least 5 Business Dayspriorirrevocablenotice,maypermanentlyreplaceanyLenderthatfailedtogiveitsconsent, authorization, or agreement (a “Holdout Lender”) or any Lender that made a claim for compensation(a“Tax Lender”)withoneormoreReplacementLenders,andtheHoldoutLender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than fifteen (15) Business Days after the date such notice is given.

(b)

Prior to theeffective date of suchreplacement, theHoldout Lender orTax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment andAcceptance,subjectonlytotheHoldoutLenderorTaxLender,asapplicable,beingrepaidin full

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its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including all interest, fees and other amounts that may be due in payable in respect thereof). If the Holdout Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Holdout Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Holdout Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender or Tax Lender, as applicable,shallbemadeinaccordancewiththetermsofSection 14.1.Until suchtime asone or moreReplacementLendersshallhaveacquiredalloftheObligations,theCommitments,andthe other rights and obligations of the Holdout Lender or Tax Lender, as applicable, hereunder and undertheother Loan Documents,theHoldout LenderorTax Lender,asapplicable,shallremain obligated to make the Holdout Lender’s or Tax Lender’s, as applicable, Pro Rata Share of Advances.

15.3 No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delaybyAgentoranyLenderinexercisingthesame,willoperateasawaiverthereof.Nowaiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrower of any provision of this Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

16.

AGENT;THELENDERGROUP.

16.1 Appointment and Authorization of Agent. Each Lender hereby designates and appoints KeyBank as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties asareexpresslydelegatedtoAgentbythetermsofthisAgreementoranyotherLoanDocument, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for andonbehalfoftheLendersontheconditionscontainedinthisSection16.Anyprovisiontothe contrarycontainedelsewhereinthisAgreementorinanyotherLoanDocumentnotwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent haveor bedeemed to haveanyfiduciaryrelationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intendedto create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall

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have and mayuse its sole discretion with respect to exercising or refrainingfromexercisinganydiscretionaryrightsortakingorrefrainingfromtakinganyactions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents.

Without limiting the generality of the foregoing, or of any other provision of the Loan DocumentsthatprovidesrightsorpowerstoAgent,LendersagreethatAgentshallhavetheright to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customarybusiness practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrower, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents,instruments,proofsofclaim,noticesandotherwrittenagreementswithrespecttothe Loan Documents, (c) make Advances, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoingpurposes with respect to the Collateral and the Collections of Borrower, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections of Borrower, or otherwise related to anyof same as provided in the Loan Documents, and (g) incur and paysuch Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

16.2 Delegation of Duties. Agent mayexecute anyof its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall notbe responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

16.3 Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any actiontakenoromittedtobetakenbyanyofthemunderorinconnectionwiththisAgreementor any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in anymanner to anyof the Lenders for any recital, statement, representation or warranty made by Borrower or Affiliates, or anyofficer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or anyother Loan Document, or thevalidity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of Borrower.

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16.4 Reliance by Agent. Agent shall be entitled to rely,andshall befullyprotected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower or counsel to anyLender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shallfirstbeindemnifiedtoitsreasonablesatisfactionbytheLendersagainstanyandallliability and expensethat maybeincurred byit byreason oftakingorcontinuingto takeanysuchaction.Agent shall in all cases be fully protected in acting, or in refraining from acting, under this AgreementoranyotherLoanDocumentinaccordancewitharequestorconsentoftheRequired Lenders and such request and anyactiontaken or failuretoactpursuanttheretoshall bebinding upon all of the Lenders.

16.5 Notice of Default or Event of Default. Agent shall not be deemed to have knowledgeornoticeoftheoccurrenceofanyDefault orEvent ofDefault,except withrespectto defaults in thepayment ofprincipal,interest,fees,andexpensesrequired to bepaid toAgentfor the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 16.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordancewithSection9;provided,however,thatunlessanduntilAgenthasreceivedanysuch request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

16.6 Credit Decision. Each Lender acknowledges that none of the Agent-Related Personshasmadeanyrepresentationorwarrantytoit,andthatnoactbyAgenthereinaftertaken, including any review of the affairs of Borrower or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby,andmadeitsowndecisiontoenterintothisAgreementandtoextendcredittoBorrower. EachLenderalsorepresentsthatitwill,independentlyandwithoutrelianceuponany Agent-RelatedPersonandbasedonsuchdocumentsandinformationasitshalldeemappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other

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Loan 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 Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to befurnished to the Lenders byAgent,Agent shall not haveanydutyorresponsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any other PersonpartytoaLoanDocumentthatmaycomeintothepossessionofanyoftheAgent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender with any credit or other information with respect to Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whethersuchinformationcameintoAgent’soritsAffiliates’orrepresentatives’possession before or after the date on which such Lender became a partyto this Agreement.

16.7 Costs and Expenses; Indemnification. Agent may incur and pay Lender Group ExpensestotheextentAgentreasonablydeemsnecessaryorappropriatefortheperformanceand fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer feesand expenses, and costs of security guards or insurance premiums paid to maintain theCollateral, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of Borrower received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof.Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnifyand defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of anyDefaulting Lender in failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses(includingattorneys,accountants,advisors,andconsultantsfeesandexpenses)incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of,or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower.TheundertakinginthisSectionshallsurvivethepaymentofallObligationshereunder and the resignation or replacement of Agent.

16.8 Agent in Individual Capacity. KeyBank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in, and generallyengageinanykindofbanking,trust,financialadvisory,underwriting,orotherbusiness with Borrower and its Affiliates and any other Person party to any Loan Document as though KeyBank were not Agent hereunder, and, in each case, without notice to or consent of the other members of

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the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, KeyBank or its Affiliates may receive information regarding Borrower or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them.The terms “Lender” and “Lenders” include KeyBank in its individual capacity.

16.9 Successor Agent. Agent may resign as Agent upon thirty (30) days prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unlesssuchnoticeiswaivedbyBorrower).IfAgentresignsunderthisAgreement,theRequired Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) theconsentofBorrower(suchconsentnottobeunreasonablywithheld,delayed,orconditioned), appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successorAgent hereunder, such successorAgent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 16shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’sresignationshallneverthelessthereuponbecomeeffectiveandtheLendersshallperform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

16.10 Lender in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generallyengage in anykind of banking, trust, financial advisory, underwriting, or other business with Borrower and its Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrower or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations,whichwaiversuchLenderwilluseitsreasonablebesteffortstoobtain),suchLender shall not be under any obligation to provide such information to them.

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16.11 Withholding Taxes.

(a)

Unless otherwise required by any applicable law, all payments under any Loan Document shall be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, Borrower shall comply with the next sentence of this Section 16.11(a). If any Taxes other than Excluded Taxes are so levied or imposed, Borrower agrees to paythe full amount of such Taxes andsuchadditionalamountsasmaybenecessarysothateverypaymentofallamountsdueunder this Agreement, any note, or Loan Document, including any amounts applicable to additional sums paid pursuant to this Section 16.11(a)after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein and the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made; provided, however, that Borrower shall not be required to increase any such amounts iftheincreaseinsuch amountpayable results from Agent’s orsuch Lender’sown willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Agent as promptly as possible after the date the payment of any Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower reasonably satisfactory to the Agent.

(b)

Borroweragreestopayanypresentorfuturestamp,courtordocumentary, intangible, recording, filing, value added or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document (collectively, “Other Taxes”). For the avoidance of doubt, the obligation under this Section 16.11(b)shall not apply to any Excluded Taxes.

(c)

Each Lenderagrees to deliver to Borrower and Agent, at the time or times reasonably requested by the Borrower or Agent, whenever a lapse in time or change in circumstances of such Person renders such documentation obsolete or inaccurate, or at suchother time or times prescribed by applicable laws, such properly completed and executed documentation prescribed by applicable laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Agent, as the case may be, to determine (i) whether or not payments made hereunder or under anyother Loan Document are subject to Taxes, (ii) if applicable, the required rate of withholding or deduction, and (iii) such Person’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement or otherwise to establish such Person’s status for withholding Tax purposes in the applicablejurisdiction.Withoutlimitingthegeneralityoftheforegoing,eachLenderwillcomply with whichever of the following applies to it:

(i)

if a Foreign Lender is entitled to claim an exemption from United States withholdingtax pursuant to theportfolio interest exception, (A) astatement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a “bank” as describedinSection881(c)(3)(A)oftheIRC,(II)a10%shareholderofBorrower(within themeaningofSection871(h)(3)(B)oftheIRC),or(III)acontrolledforeigncorporation

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related to Borrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN or Form W-8IMY (with proper attachments);

(ii)

if a Foreign Lender is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properlycompleted and executed copy of IRS Form W-8BEN;

(iii)

if a Foreign Lenderis entitledto claimthatinterestpaidunderthis AgreementisexemptfromUnitedStateswithholdingtaxbecauseitiseffectively

connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI;

(iv)

if a Foreign Lenderis entitledto claimthatinterestpaidunderthis Agreement is exempt from United States withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments); or

(v)

if the Lender is a United States person within the meaning of IRC Section 7701(a)(30) (a “U.S. Lender”), a properly completed and executed copy of any otherformorforms,includingIRSFormW-9,asmayberequiredundertheIRCorother lawsoftheUnitedStatesasaconditiontoexemptionfrom,orreductionof,UnitedStates withholding or backup withholding tax.

Each Lender shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Borrower and Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(d)

If a Lender claims an exemption from withholding tax in a jurisdiction otherthantheUnitedStates,suchLenderagreestodelivertoBorrowerandAgentanysuchform or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reductionof, foreign withholdingorbackup withholdingtax,butonlyifsuch Lenderor such Participant is reasonably and legally able to deliver such forms, provided, however, that nothingin this Section16.11(d)shall require a Lender orParticipant todiscloseanyinformation that it deems to be confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of anypreviouslydelivered forms and to promptlynotifyBorrower and Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modifyor render invalid anyclaimed exemption or reduction.

(e)

The Borrower shall indemnify each Recipient, withinten (10)days after demand therefor, for the full amount of anyTaxes (other than Excluded Taxes and OtherTaxes) (including any such Taxes imposed or asserted on or attributable to amounts payable under this Section)payableorpaidbyanyRecipientorrequiredtobewithheldordeductedfromapayment to anyRecipient and anyreasonable expenses arisingtherefrom or with respectthereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental

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Authority.A certificate as to the amount of such payment or liabilitydelivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(f)

If Agent or a Lender determines, in its sole discretion,that ithas received a refund of anyTaxes as to which it has beenindemnified byBorrower or with respect to which Borrower has paid additional amounts pursuant to this Section 16.11, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or additional amounts paid, by Borrower under thisSection16.11withrespecttoTaxesgivingrisetosucharefund),netofallout-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such a refund); provided, that Borrower, upon therequestofAgentorsuch Lender,agreestorepaytheamountpaidovertoBorrower(plusany penalties, interest or other charges, imposed bythe relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is requiredto repaysuch refundtosuchGovernmentalAuthority.Notwithstandinganythinginthis Agreement to the contrary, (i) in no event will Agent or any Lender be required to pay any amount to Borrower pursuant to this Section 16.11(f)the payment of which would place Agent or such Lender in a less favorable net after-Tax position than Agent or such Lender 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 and (ii) this Section 16.11shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrower or any other Person.

(g)

[Reserved]

(h)

Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 16.11(a)or Section 16.11(b)with respect to such Lender it will, if requestedbytheBorrower,usecommerciallyreasonableefforts(subjecttosuchLender’soverall internal policies of general application and legal and regulatory restrictions) to avoid the consequences of such event, including to designate another lending office for any Advances affected by such event or to assign its rights and obligations with respect to such Advances to another of its offices, branches or affiliates; provided that such efforts are made on terms that, in the reasonablejudgment of such Lender, causesuch Lenderand its lendingoffice(s) to suffer no economic, legal or regulatory disadvantage, and provided further that nothing in this Section16.11(h)shall affect orpostpone anyof theobligations of Borrower or the rights of such Lender pursuant to Section16.11(a)and Section 16.11(b). The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or other efforts.

(i)

Each Lender shall severally indemnify the Agent, within ten (10) days after demand therefor, for (i) any Taxes (other than Excluded Taxes and Other Taxes) attributable to such Lender (but onlyto the extent that the Borrower has not alreadyindemnified the Agent for any such Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to complywith the provisions of Section 14.1(e)relating to the maintenance of a Participant Register and (iii) anyExcluded Taxes attributable to such Lender,

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in each case, that are payable or paid by the Agent in connection with any Loan Document,andanyreasonableexpensesarisingtherefromorwithrespectthereto,whetherornot such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.Acertificateas to theamount ofsuchpaymentorliabilitydeliveredtoanyLenderby theAgentshallbeconclusiveabsentmanifesterror.EachLenderherebyauthorizestheAgentto set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (i).

16.12 CollateralMatters

(a)

TheLendersherebyirrevocablyauthorizeAgent,Agenttoreleaseany LienonanyCollateral(i)upontheterminationoftheCommitmentsandpaymentand satisfactioninfullbyBorrowerofallObligations,(ii)constitutingpropertybeingsoldor disposedofifareleaseisrequiredordesirableinconnectiontherewithandifsuchsaleor disposition is a Discretionary Sale or Borrower certifies to Agent that the sale or disposition is permittedunderSection7.4ofthisAgreementortheotherLoanDocuments(andAgentmayrely conclusivelyon anysuch certificate, without further inquiry), (iii) constitutingpropertyin which Borrower owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting propertyleased to Borrower under a lease that has expired or is terminated in atransactionpermittedunderthisAgreement.BorrowerandtheLendersherebyirrevocably authorizeAgent,basedupontheinstructionoftheRequiredLenders,to(A)consentto,creditbid or purchase (either directlyor through one or more acquisition vehicles) all or anyportion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the BankruptcyCode, (B) credit bid or purchase (either directlyor through oneormoreacquisitionvehicles)alloranyportionoftheCollateralatanysaleorother disposition thereof conducted under the provisions of the Code, including pursuant to Sections9-610 or 9-620 of the Code, or (C) credit bid or purchase (either directlyor through one or more acquisitionvehicles)alloranyportionoftheCollateralatanyothersaleorforeclosure conducted byAgent (whether byjudicial action or otherwise) in accordance with applicable law. In connection with anysuch credit bid or purchase, the Obligations owed to the Lenders shall be entitledtobe,andshallbe,creditbidonaratablebasis(withObligationswithrespectto contingent or unliquidated claims being estimated for such purpose if the fixing or liquidationthereof would not undulydelaythe abilityof Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without undulydelaying the abilityofAgenttocreditbid,thensuchclaimsshallbedisregarded,notcreditbid,andnot entitledtoanyinterestintheassetorassetspurchasedbymeansofsuchcreditbid)andthe LenderswhoseObligationsarecreditbidshallbeentitledtoreceiveinterests(ratablybasedupon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations socreditbid)intheassetorassetssopurchased(orintheStockoftheacquisitionvehicleor vehicles that are used to consummate such purchase). Except as provided above, Agent will not executeanddeliverareleaseofanyLienonanyCollateralwithoutthepriorwritten authorization of (y) if the release is of all or substantiallyall of the Collateral, all of the Lenders, or(D)otherwise,theRequiredLenders.Uponrequestby AgentorBorroweratany time,the LenderswillconfirminwritingAgent’sauthoritytoreleaseanysuchLiensonparticulartypesor items of Collateral pursuant to this Section 16.12; provided, however, that (1) Agent shall not be

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required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liabilityor create anyobligation or entail anyconsequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shallnotinanymannerdischarge,affect,orimpairtheObligationsoranyLiens(otherthanthose expresslybeingreleased) upon (or obligations of Borrower in respect of) all interests retained by Borrower,including,theproceedsofanysale,allofwhichshallcontinuetoconstitutepartofthe Collateral. The Lenders further hereby irrevocably authorize Agent, at its option and in its sole discretion, to subordinate anyLien granted to or held byAgent under anyLoan Document to the holder of any Permitted Lien on such property.

(b)

Agent shall have no obligation whatsoever to anyof the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or that any particular itemsofCollateralmeettheeligibilitycriteriaapplicableinrespectthereoforwhethertoimpose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other dutyor liabilitywhatsoever to anyLender as to anyof the foregoing, except as otherwise provided herein.

16.13 RestrictionsonActionsbyLenders;SharingofPayments

(a)

Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written requestofAgent,setoffagainsttheObligations,anyamountsowingbysuchLendertoBorrower or anydeposit accounts of Borrower now or hereafter maintained with such Lender. Each of the Lendersfurtheragreesthatitshallnot,unlessspecificallyrequestedtodosoinwritingbyAgent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b)

If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, anyproceeds of Collateral or anypayments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to theterms ofthis Agreement, or (ii)paymentsfromAgent inexcess ofsuch Lender’s Pro Rata Share of all such distributions byAgent, such Lenderpromptlyshall (A)turn thesame over to Agent, in kind, and with such endorsements as maybe required to negotiate the same to Agent, orinimmediatelyavailablefunds,asapplicable,fortheaccount ofall oftheLendersand for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such

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excess payment received bythepurchasingparty isthereafterrecoveredfromit,thosepurchasesofparticipationsshallberescindedinwholeorin part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing partyis required to payinterest in connection with the recoveryof the excess payment.

16.14 Agency for Perfection. Agent hereby appoints each other Lender as its agent (and each Lender herebyaccepts for the purpose of perfecting Agent’s Liens in assets which, in accordancewithArticle 8 orArticle9,asapplicable, oftheCodecan beperfectedbypossession orcontrol.ShouldanyLenderobtainpossessionorcontrolofanysuchCollateral,suchLender shall notifyAgent thereof, and, promptlyupon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions.

16.15 Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders shall be made by bank wire transfer or internal transfer of immediately available funds pursuanttosuchwiretransferinstructionsaseachpartymaydesignateforitselfbywrittennotice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or anyportion thereof) represents principal, premium, fees, or interest of the Obligations.

16.16. Concerning the Collateraland RelatedLoanDocuments.Eachmemberofthe Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise byAgent of its powers set forth therein orherein,together withsuch other powers that are reasonablyincidental thereto, shall be binding upon all of the Lenders.

16.17 Field Audits and Examination Reports; Confidentiality; Disclaimers byLenders; Other Reports and Information. By becoming a party to this Agreement, each Lender:

(a)

is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report (each a “Report”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

(b)

expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

(c)

expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examinationwillinspectonlyspecificinformationregardingBorrowerandwillrelysignificantly upon the Books, as well as on representations of Borrower’s personnel,

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(d)

agrees to keep all Reports and other material, non-public information regarding Borrower anditsoperations, assets, and existing and contemplatedbusinessplansin a confidential manner in accordance with Section 17.9, and

(e)

without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any other Lender preparing a Report harmless from anyaction theindemnifying Lendermaytake orfail to take oranyconclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that theindemnifying Lenderhas made ormaymake toBorrower, or the indemnifyingLender’sparticipationin,ortheindemnifyingLender’spurchaseof,aloanorloans of Borrower, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages,costs,expenses,andotheramounts(including,attorneysfeesandcosts)incurredby Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of anyReport through the indemnifying Lender.

In addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by Borrower to Agent that has not been contemporaneously provided by Borrower to such Lender, and, upon receipt of such request, Agent promptlyshall provide a copyof same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additionalreportsorinformationfromBorrower,anyLendermay,fromtimetotime,reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from Borrower, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Borrower a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

16.18 Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, anyand all obligations on the part of Agent (if any) to make anycredit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall conferuponanyLenderanyinterestin,orsubjectanyLendertoanyliabilityfor,orinrespectof, thebusiness,assets,profits,losses,orliabilitiesofanyotherLender.EachLendershallbesolely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 16.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to Borrower or any other Person for any failure by any other Lender to fulfill itsobligations tomakecreditavailablehereunder,nortoadvanceforsuch Lender or on its behalf, nor to take any other action on behalf of such Lender hereunder or in connection with the financing contemplated herein.

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16.19 ErroneousPayments.

(a)

If the Agent notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediatelysucceeding clause (b))that anyfunds received bysuch PaymentRecipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenlyreceived by, such Payment Recipient (whether or not known to such Lender orother PaymentRecipientonitsbehalf)(anysuchfunds,whetherreceivedasapayment,prepaymentor repayment of principal, interest, fees, distribution or otherwise, individuallyand collectively, an “ErroneousPayment”)anddemandsthereturnofsuchErroneousPayment(oraportionthereof), such Erroneous Payment shall at all times remain the property of the Agent, and such Lender shall(or,withrespecttoanyPaymentRecipientwhoreceivedsuchfundsonitsbehalf,shall cause such Payment Recipient to) promptly, but in no event later than one Business Day thereafter,returntotheAgenttheamountofanysuchErroneousPayment(orportionthereof)as to which such a demand was made, in same day funds (in the currency so received), together withinterestthereoninrespectofeachdayfromandincludingthedatesuchErroneousPayment (orportionthereof)wasreceivedbysuchPaymentRecipienttothedatesuchamountisrepaidto the Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this clause (a)shall be conclusive, absent manifest error.

(b)

Without limiting immediately preceding clause (a), each Payment Recipient herebyfurther agrees that if it receives a payment, prepayment orrepayment(whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or anyof its Affiliates) (x)that is in adifferent amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)

an error may have been made (in the case of immediately preceding clauses (x) or (y)) or an error has been made (in the case of immediately preceding clause (z)) with respect to such payment, prepayment or repayment;

(ii)

such Payment Recipient shall promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof and that it is so notifying the Agent pursuant to this Section 16.19(b).

(c)

Each Lenderherebyauthorizesthe Agenttosetoff,netandapplyanyand all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Agent to such Lender, from any source, against any amount due to the Agent under immediately preceding clause (a)or under the indemnification provisions of this Agreement.

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(d)

IntheeventanErroneousPayment(orportionthereof)isnotrecoveredby the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment ReturnDeficiency”), upon the Agent’s request to such Lender at any time, (i) such Lender shall be deemed to have assigned its Advances (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Advances”) in an amount equal to the Erroneous Payment Return Deficiency (such assignment of the Advances (but not Commitments) of the Erroneous Payment Impacted Advances, the “Erroneous PaymentDeficiencyAssignment”) at par plus anyaccrued and unpaid interest (with theassignment fee to be waived bythe Agent in such instance), and is hereby(together with the Borrower)deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an approved electronic platform as to which the Agent and such parties areparticipants) with respect to such Erroneous PaymentDeficiencyAssignment,andsuchLendershalldeliveranypromissorynotesevidencing such Advances to the Borrower or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment and (iii) upon such deemed acquisition, the 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 AgreementanditsapplicableCommitmentswhichshallsurviveastosuchassigningLender.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.

(e)

The parties hereto agree that an Erroneous Payment shallnotpay,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 receivedbythe Agent fromthe Borrower forthe purpose of making such Erroneous Payment.

(f)

To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and herebywaives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim bythe Agent forthe returnof anyErroneousPayment received,including without limitation waiver of anydefense based on “discharge for value” or anysimilar doctrine.

(g)

Eachparty’sobligations,agreementsandwaiversunderthisSection16.19shallsurvivetheresignationorreplacementoftheAgent,anytransferofrightsorobligationsby, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or anyportion thereof) under anyLoan Document.

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17.

GENERALPROVISIONS.

17.1 Effectiveness. This Agreement shall be binding and deemed effective when executed byBorrower, Agent, and each Lender whose signature isprovided foronthesignature pages hereof.

17.2 Section Headings. Headings and numbers have been set forth herein for convenienceonly. Unless the contraryis compelled bythe context, everything contained ineach Section applies equally to this entire Agreement.

17.3 Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shallbeconstruedagainsttheLenderGrouporBorrower,whetherunderanyruleofconstruction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

17.4 Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5[Reserved].

17.6 Debtor-CreditorRelationship.TherelationshipbetweentheLendersandAgent, on the one hand, and Borrower, on the other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall bedeemed to have) anyfiduciaryrelationship or duty to Borrower arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between themembers of the Lender Group, on the one hand, and the Borrower, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

17.7 Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executedanddelivered,shallbedeemedtobeanoriginal,andallofwhich,whentakentogether, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective asdeliveryof anoriginalexecutedcounterpartofthisAgreement.Anypartydelivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmissionalsoshalldeliveranoriginalexecutedcounterpart ofthisAgreementbut thefailure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

17.8 Revival and Reinstatement of Obligations. If the incurrence or payment of the Obligations by Borrower or the transfer to the Lender Group of any property should for any reason subsequently be declared to be void or voidable under anystate or federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property(each,a“VoidableTransfer”),andiftheLenderGroupisrequiredtorepayorrestore,in whole or in part, anysuch VoidableTransfer, or elects to do so upon thereasonableadviceof its counsel, then, as

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to any such Voidable Transfer, or the amount thereof that the Lender Group is required orelects torepayorrestore,andas toall reasonablecosts, expenses,andattorneys’fees of the Lender Group related thereto, the liability of Borrower automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

17.9Confidentiality.

(a)

Agent and the Lenders each individually (and not jointly or jointly and severally)agreethatmaterial,non-publicinformationregardingBorroweranditsAffiliates,their operations, assets, and existing and contemplated business plans (“Confidential Information”) shall betreated byAgentand the Lenders in aconfidentialmanner,andshallnotbedisclosedby Agent and the Lenders to Persons who are not parties to this Agreement, except: (i)to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Groupandtoemployees,directorsandofficersofanymemberoftheLenderGroup(thePersons inthisclause(i),“LenderGroupRepresentatives”)ona“needtoknow”basisinconnectionwith this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries and Affiliates of any member of the Lender Group, provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as may be required bystatute,decision,orjudicialoradministrativeorder,rule,orregulation;providedthat(x)prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrower with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosingpartyispermittedtoprovidesuchpriornoticetoBorrowerpursuanttothetermsofthe applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause(iv) shall be limited to the portion of the Confidential Information as may be required bysuch statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by Borrower, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, (x) priortoanydisclosureunderthisclause(vi)thedisclosingpartyagreestoprovideBorrowerwith prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrower pursuant to the terms of the subpoena or other legal process and

(b)

any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure byAgent or the Lenders or the Lender Group Representatives), (viii) in connection with any assignment, participation or pledge of any Lender’s interest under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such Confidential Information hereunder subject to the terms of this Section, (ix) in connection with anylitigation orotheradversaryproceedinginvolvingparties heretowhichsuch litigation or adversary proceeding involves claims related to the rights or duties of such parties underthisAgreementortheotherLoanDocuments;provided,that,priortoanydisclosuretoany Person (other than Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other thanBorrower,

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Agent,anyLender,anyoftheirrespectiveAffiliates,ortheirrespectivecounsel), the disclosing party agrees to provide Borrower with prior written notice thereof, and (x) in connection with, and to the extent reasonablynecessaryfor, the exercise of anysecured creditor remedy under this Agreement or under any other Loan Document.

(c)

AnythinginthisAgreementtothecontrarynotwithstanding,Agentmay(i) provide customary information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services, and (ii) use the name, logos, and other insignia of Borrower and the Originator and the total Commitments providedhereunder in any “tombstone” or comparable advertising, on its website or in other marketingmaterials of Agent; provided, however, in each case, that Agent must first provide the Originator withanopportunitytoreviewandapproveanysuchuse.AnythinginthisAgreementtothe contrary notwithstanding, Borrower, the Originator and Investment Manager may use the name, logos,andotherinsigniaofAgentandmembersoftheLenderGroup,alongwiththetotal Commitmentsprovidedhereunder,inany“tombstone”orcomparableadvertising,onitswebsite or in other marketing materials of Borrower, the Originator or Investment Manager; provided, however, that Borrower, the Originator or Investment Manager, as the case may be, must first provideAgentandeachmemberoftheLenderGroupwithanopportunitytoreviewandapprove any such use.

17.10 LenderGroupExpenses.BorroweragreestopaytheLenderGroupExpenseson the earlier of (a) the first day of the month following the date on which such Lender Group Expenses were first incurred or (b) the date on which demand therefor is made by Agent. Borrower agrees that its obligations contained in this Section 17.10shall survive payment or satisfaction in full of all other Obligations.

17.11 Survival.AllrepresentationsandwarrantiesmadebyBorroweroritsAffiliatesin the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to havebeen relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of anyloans, regardless of anyinvestigation made byanysuch other party or on its behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of anyDefault or Event of Default orincorrect representation orwarrantyat the time any credit is extended hereunder, and shall continue in full force and effect as long as the principaloforanyaccruedinterestonanyloanoranyfeeoranyotheramountpayableunderthis Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.

17.12 Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies Borrower that pursuant to the requirements of the Act, it is required to obtain, verifyandrecordinformationthatidentifiesBorrower,whichinformationincludesthenameand address of Borrower and other information that will allow such Lender to identify Borrower in accordance withthePatriot Act. In addition, if Agent is required bylawor regulationorinternal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for Borrower and its Affiliates and (b) OFAC/PEP searches and customary individual background checks for the senior management and key principals of Borrower and its Affiliates, and Borrower agrees to cooperate in respect of the

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conduct of such searches and further agrees that the reasonable costs andchargesforsuchsearchesshallconstituteexpensespayablebytheLendershereunderandbe for the account of Borrower.

17.13 Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

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INWITNESSWHEREOF,thepartiesheretohavecausedthisAgreementtobeexecuted and delivered as of the date first above written.

SIGNATURE PAGE TO

LOAN AND SECURITY AGREEMENT

EXHIBITA

FORMOFASSIGNMENTANDACCEPTANCE

THISASSIGNMENTANDACCEPTANCEAGREEMENT(this“Assignment Agreement”)isenteredintoasoftheday of , ,byandbetween (“Assignor”) and (“Assignee”).

PRELIMINARYSTATEMENTS

1.

This Assignment and Acceptance Agreement is being executed and deliveredinaccordancewithSection 14.1ofthatcertainLoan and SecurityAgreement, dated as of February 28, 2025 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Loan and Security Agreement”), by and among LAGO Evergreen SPE, LLC, as Borrower (the “Borrower”), LAGO Asset Management LLC, as Investment Manager, LAGO Evergreen Credit, LLC, as Servicer and Originator, the Lenders from time to time party thereto, and KeyBank National Association, as the Agent. Capitalized termsusedandnototherwisedefinedhereinareusedwiththemeaningssetforthorincorporated by reference in the Loan and Security Agreement.

2.

AssignorissellingandassigningtoAssigneeanundivided% (the “Transferred Percentage”) interest in all of Assignor’s rights and obligationsundertheLoanandSecurityAgreementandtheLoanDocuments,including,without limitation, Assignor’s Commitment and (if applicable) the Assignor’s Advances outstanding as set forth herein.

AGREEMENT

Thepartiesheretoherebyagreeasfollows:

1.

The sale, transfer and assignment effected by this Assignment Agreement shall become effective (the “Effective Date”) two (2) Business Days following the date on which a notice substantially in the form of Schedule II to this Assignment Agreement (“EffectiveNotice”)isdeliveredbytheAgent,andtheapplicableLender,AssignorandAssignee.Fromand after the Effective Date, Assignee shall be a Lender party to the Loan and Security Agreement for all purposes thereof as if Assignee were an original party thereto and Assignee agrees to be bound by all of the terms and provisions contained therein.

2.

IfAssignorhasnoAdvancesoutstandingundertheLoanandSecurityAgreement, on the Effective Date, Assignor shall be deemed to have hereby transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and the Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment and all rights and obligations associated therewith under the terms of the Loan and Security Agreement, including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under Section 2.1of the Loan and Security Agreement.

3.

If Assignor has any Advances outstanding under the Loan and Security Agreement, at orbefore12:00noon,localtimeofAssignor,ontheEffectiveDate,Assigneeshall pay to

Assignor, in immediately available funds, an amount equal to the sum of (i) the Transferred Percentage of Assignor’s Advances outstanding (such amount, being hereinafter referred to as the “Assignee’sPrincipal”); (ii) all accrued but unpaid (whether or not then due) interestattributabletoAssignee’sPrincipal;and(iii)accruingbutunpaidfeesandothercostsand expenses payable in respect of Assignee’s Principal for the period commencing upon each date such unpaid amounts commence accruing, to and including the Effective Date (the “Assignee’sAcquisition Cost”); whereupon,Assignorshall bedeemed to havesold,transferredandassigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed to have hereby irrevocably taken, received and assumed fromAssignor,theTransferredPercentageofAssignor’sCommitmentandAssignor’sAdvances outstanding (if applicable) and all related rights and obligations under the Loan and Security AgreementandtheLoanDocuments,including,withoutlimitation,theTransferredPercentageof Assignor’s futurefundingobligations under Section 2.1of the Loan and SecurityAgreement.

4.

Concurrently with the execution and delivery hereof, Assignor will provide to Assignee copies of all documents requested by Assignee which were delivered to Assignor pursuant to the Loan and Security Agreement.

5.

Each of the parties to this Assignment Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such furtherdocumentsanddosuchfurtheractsandthingsassuchotherpartymayreasonablyrequest in order to effect the purposes of this Assignment Agreement.

6.

By executing and delivering this Assignment Agreement, Assignor and Assignee confirm to and agree with each other, the Agent and the other Lenders as follows:(a) other than therepresentationandwarrantythatithasnotcreatedanyLienuponanyinterestbeing transferredhereunder,Assignormakesnorepresentationorwarrantyandassumesnoresponsibility with respect to any statements, warranties or representations made by any otherPerson in or in connection with the Loan and SecurityAgreement or the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Assignee, the Loan and SecurityAgreement oranyotherinstrument ordocument furnishedpursuant thereto or the perfection, priority, condition, value or sufficiency of any collateral; (b) Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition oftheBorrower,theInvestmentManager,theServicer,theOriginator,anyAccountDebtororany AffiliateoftheBorrowerortheperformanceorobservanceby theBorrower,theInvestment Manager, the Servicer, the Originator, any Account Debtor, or any Affiliate of the Borrower of anyoftheirrespectiveobligationsundertheLoanDocumentsoranyotherinstrumentordocumentfurnishedpursuanttheretoorinconnectiontherewith;(c)Assigneeconfirmsthatithas received a copy of the Loan and Security AgreementandcopiesofsuchotherLoan Documents, andotherdocumentsandinformationasithasrequestedanddeemedappropriatetomakeitsown creditanalysisanddecisiontoenterintothisAssignmentAgreement;(d)Assigneewill, independentlyandwithoutrelianceupontheAgent,anyLenderandbasedonsuch documentsand information as it shall deem appropriate at the time, continue to make its owncredit decisions in taking or not taking action under the Loan and Security Agreement and theLoanDocuments;(e)AssigneeappointsandauthorizestheAgenttotakesuchactionasagenton its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (f) Assignee

agrees that it will perform in accordance with their terms all of the obligations which, bythetermsoftheLoan andSecurityAgreementandtheother Loan Documents, are requiredto be performed by it as a Lender.

7.

Each party hereto represents and warrants to and agrees with the Agent that it is aware of and will comply with the provisions of the Loan and Security Agreement, including, without limitation, Sections 2.1, 16.13and 17.9thereof.

8.

Schedule I hereto sets forth the revised Commitment of Assignor and the Commitment of Assignee, as well as administrative information with respect to Assignee.

9.

THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10.

Assigneeherebycovenantsandagreesthat,priortothedatewhichisoneyearand onedayafterthepayment infullofallseniorindebtednessforborrowedmoneyofanyLender,it will not institute against, or join any other Person in instituting against, such Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or anystate of the United States.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed bytheir respective dulyauthorized officers of the date hereof.

1BorrowerconsentrequiredunlessaDefaultorEventofDefaulthasoccurredandiscontinuing

SCHEDULEITOASSIGNMENTAGREEMENT

LIST OF LENDING OFFICES, ADDRESSES

FORNOTICESANDCOMMITMENTAMOUNTS

Date: ,

TransferredPercentage: %

AddressforNotices

SCHEDULEIITOASSIGNMENTAGREEMENT

EFFECTIVE NOTICE

Theundersigned,asAgentunderthatcertainLoanandSecurityAgreement,dated as of February 28, 2025 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Loan and Security Agreement”), by and among LAGO Evergreen SPE, LLC, as Borrower (the “Borrower”), LAGO Asset Management LLC, as Investment Manager, LAGO Evergreen Credit, LLC, as Servicer and Originator, the Lenders from time to time party thereto, and KeyBank National Association, as the Agent,hereby acknowledgesreceiptofexecutedcounterpartsofacompletedAssignmentAgreementdated asof, between,asAssignor,and ,asAssigneeandapprovedbytheAgent[and theBorrower].Terms defined in such Assignment Agreement are used herein as therein defined.

1.PursuanttosuchAssignmentAgreement,youareadvisedthattheEffective Date will be , .

[2.PursuanttosuchAssignmentAgreement,theAssigneeisrequiredtopay $ toAssignoratorbefore12:00noon(localtimeofAssignor)ontheEffective Date in immediately available funds.]

EXHIBITB

FORMOFBORROWINGBASECERTIFICATE

[seeattached]

EXHIBITC

FORMOFCOMPLIANCECERTIFICATE

FORMOFCOMPLIANCECERTIFICATE

Thiscompliancecertificate(this“Certificate”)isdeliveredpursuanttoSection 6.3of the Loan and Security Agreement, dated as of February 28, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”), by and among Lago Evergreen SPE, LLC, a Delaware limited liability company (the “Borrower”), LAGO Asset Management LLC, as Investment Manager, LAGO Evergreen Credit, LLC, as Servicer and Originator, the Lenders from time to time party thereto and KeyBank National Association, as Agent for the Lenders. Unless otherwise defined herein, capitalizedtermsusedhereinand in theAttachmentsheretoshallhavethemeaningsprovided in the Loan and Security Agreement.

Borrower hereby certifies that (i) the financial information delivered with this Certificate in accordance with subsections 6.3(a) and (b) of the Loan and Security Agreement presentfairlyinallmaterialrespectsthefinancialcondition,resultsofoperationsandcashflows of Borrower in accordance with GAAP at the respective dates of such information and for the respective periods covered thereby, subject in the case of unaudited financial information, to changesresultingfromnormalyearendauditadjustmentsandtotheabsenceoffootnotes,and (ii) as of the date hereof [no Default or Event of Default had occurred and is continuing] [a Default/anEventofDefaulthasoccurredandsetforthonAttachment8arethedetailsspecifying such Default or Event of Default and the action taken or to be taken with respect thereto]. Borrowerherebyfurthercertifiesthatasof, 20(the “Computation Date”):

(1)

The Investment Manager’s Tangible Net Worth as of the Computation Date is $(as calculated in Attachment 1hereto in detail satisfactory to the Administrative Agent and in accordance with the terms of Section 7.8(a) of the Loan and SecurityAgreement), which [is/is not] in compliance with the Investment Manager’s Tangible Net Worth required as of the Computation Date.

(2)

TheInvestmentManager’sconsolidatednetearnings(orloss),plus,tothe extent deducted in determining net income, the sum of amounts attributable to amortization and anyunpaid dividends, interest expense and share-based payments (as calculated in Attachment 2hereto in detail satisfactory to the Agent and in accordance with the terms of Section 7.8(b) ofthe Loan and Security Agreement for the most recent two consecutive fiscal quarters of the ending on the Computation Date was (i) $[] for the fiscal quarter ended [ ], 20[_ ] and (ii) $[ ] for the fiscal quarter ended [], 20[ ], which [is/is not] in compliance with the terms set forth in Section 7.8(b) of the Loan and Security Agreement.

(3)

TheOriginator’sAssetCoverageRatioasoftheComputationDateis(ascalculatedinAttachment3heretoindetailsatisfactorytotheAdministrativeAgentandin accordance with the terms of Section 7.8(c) of the Loan and Security Agreement), which [is/is not] in compliance with the Asset Coverage Ratio required as of the Computation Date.

Exhibit C–1

(4)

The Originator’s and the Investment Manager’s aggregate amount of unencumbered cash and cash equivalents, Available Amount pursuant to the Loan and Security Agreement and any other committed capital (including any unallocated capital commitments of theOriginator)asoftheComputationDateis$(ascalculatedinAttachment4heretoin detailsatisfactorytotheAdministrativeAgentandinaccordancewiththetermsofSection7.8(d) of the Loan and SecurityAgreement), which [is/is not] in compliance with the terms set forth in Section 7.8(d) of the Loan and Security Agreement.

(5)

TheBorrower’sWeightedAverageSpreadasoftheComputationDateis(as calculated in Attachment 5hereto in detail satisfactoryto the Administrative Agent and inaccordancewiththetermsofSection7.8(e)oftheLoanandSecurityAgreement),which[is/is not] in compliance with the Borrower’s Weighted Average Spread required as of the Computation Date.

(6)

The Borrower’s Excess Spread as of the Computation Date is (as calculated in Attachment 6hereto in detail satisfactory to the Administrative Agent and in accordance with the terms of Section 7.8(f) of the Loan and Security Agreement), which [is/is not] in compliance with the Borrower’s Excess Spread required as of the Computation Date.

(7)

The Borrower’s six-month average Default Ratio as of the Computation Date is (as calculated in Attachment 7hereto in detail satisfactory to the Administrative Agent and in accordance with the terms of Section 7.8(g) of the Loan and SecurityAgreement), which[is/isnot]incompliancewiththeBorrower’ssix-monthaverageDefaultRatiorequiredas of the Computation Date.

[Remainderofpageintentionallyleftblank]

Exhibit C–2

Theforegoinginformationistrue,completeandcorrectasoftheComputationDate.

[Signature Page to Compliance Certificate]

Attachment1

(to_/_/_

ComplianceCertificate)

CalculationofInvestmentManager’sTangibleNetWorth

Attachment1

Attachment2

(to_/_/_

ComplianceCertificate)

CalculationofConsolidatedNetIncome

(i)

fiscalquarterended[],20[_]:

(ii)

fiscalquarterended[],20[_]:

Attachment2

Attachment3

(to_/_/_

ComplianceCertificate)

CalculationofOriginator’sAssetCoverageRatio

Attachment3

Attachment4

(to_/_/_

ComplianceCertificate)

CalculationofUnencumberedCashandCashEquivalents,AvailableAmountandOther Committed Capital

Attachment4

Attachment5

(to_/_/_

ComplianceCertificate)

CalculationofBorrower’sWeightedAverageSpread

Attachment5

Attachment6

(to_/_/_

ComplianceCertificate)

CalculationofBorrower’sExcessSpread

Attachment6

Attachment7

(to_/_/_

ComplianceCertificate)

CalculationofBorrower’sSix-MonthAverageDefaultRatio

Attachment7

Attachment8

(to_/_/_

ComplianceCertificate)

DETAILSSPECIFYINGDEFAULTOREVENTOFDEFAULT

ANDTHE ACTION TAKEN OR TO BE TAKEN WITH RESPECT THERETO]1

1This attachment is to be used if a Default or Event of Default is occurring or continuing during the time that the Compliance Certificate is completed.

Attachment8

EXHIBIT D

FORMOFFUNDINGREQUEST

KEYBANKNATIONALASSOCIATION

SpecialtyFinanceLending

1000 South McCaslin Boulevard

Superior, Colorado 80027

Attention: Richard Andersen

ConfirmationNo.:(720)304-1247

Reference is made to that certain Loan and Security Agreement, dated as of February 28, 2025, by and among LAGO Evergreen SPE, LLC, as Borrower (the “Borrower”), LAGO Asset Management LLC, as Investment Manager, LAGO Evergreen Credit(f/k/a LAGO EvergreenCredit,LLC,aDelawarelimitedliabilitycompany),asServicerandOriginator,theLendersfrom timetotimepartythereto,andKeyBankNationalAssociation,astheAgent(“Key”)(asthesame maybeamended,supplemented,restatedorotherwisemodifiedfromtimetotime,the“LoanandSecurity Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Loan and Security Agreement). The Borrower hereby gives you irrevocable notice, pursuant to Section 2.2, that it requests an Advance under the Loan and Security Agreement.

TheBorrowerherebycertifiesasfollows:

1.

TheBorrowerherebyrequestsanAdvanceintheprincipalamountof$.

2.

TheBorrowerherebyrequeststhatsuchAdvancebemadeonthefollowingdate:

$.

3.

After giving effect to this Advance, theaggregateprincipal amountoftheAdvances will be $.

4.

BeforegivingeffecttosuchBorrowingandtheBorrower’suseoftheproceedsthereof, (a) the attached Schedule A hereto is a true, correct and complete calculation of the Borrowing Base and all components thereof, including without limitation, compliance with Eligible Note Receivables criteria, (b) the Lender Group (or any member thereof) shall not have made more than two (2) Advances during such calendar week, (c) theAssetQualityTestissatisfiedascalculatedasofthedatehereof,(d)theMinimumEquity Requirement shall be maintained as calculated as of the date hereof and (e) the lesser of (i) the Borrowing Base and (ii) the Facility Amount shall be equal to or greater than (b) the outstanding Advances as calculated as of the date hereof;

5.

AftergivingeffecttosuchBorrowingandtheBorrower’suseoftheproceedsthereof,(a) theattachedScheduleAheretoisatrue,correctandcompletecalculationofthe Borrowing Base and all components thereof, including without limitation, compliance

with Eligible Note Receivables criteria, (b) the Lender Group (or any member thereof) shall not have made more than two (2) Advances during such calendar week, (c) the Asset Quality Test is satisfied as calculated as of the date hereof, (d) the Minimum Equity Requirement shall be maintained as calculated as of the date hereof and (e) the lesser of (i) the Borrowing Base and (ii) the FacilityAmount shall be equal to or greater than (b) the outstanding Advances as calculated as of the date hereof.

6.

Attached to this Borrower Notice as Schedule B is a true, correct and complete list of Note Receivables, reflecting all Note Receivables which will become part of the Collateral on the date hereof, each Note Receivable reflected thereon being an Eligible Note Receivable.

7.

All of the conditions applicable to the Advance requested herein as set forth in the Loan and Security Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Advance, including:

(i)

TherepresentationsandwarrantiesofsuchPersonsetforthin Section 5of the Loan and Security Agreement, as the case may be, are true and correct on and as of such date, before and after giving effect to such borrowing or reinvestment and to the application of theproceedstherefrom, as though made on and as of such date;

(ii)

Noeventhasoccurred,orwouldresultfromsuchAdvanceor from the application of the proceeds therefrom, that constitutes an Early Termination Event, a Default, an Event of Default, a Servicer Termination Event or a Sub-Servicer Termination Event;

(iii)

theTerminationDatehasnotoccurred;

(iv)

No claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents or the LoanDocuments,excludinganyinstruments,certificatesorotherdocuments relating to Loans that are no longer outstanding or which are no longer included in the Collateral; and

(v)

No Material Adverse Change has occurred since the preceding Advance.

[TheRemainderOfThisPageIsIntentionallyLeftBlank]

INWITNESSWHEREOF,eachoftheundersignedhasexecutedtheBorrowerNoticethis day of day of , .

[attachBorrowingBaseCertificate]

SCHEDULEA

[ATTACHBORROWINGBASECALCULATION]

SCHEDULEB

[ATTACHLISTOFNOTERECEIVABLES]

EXHIBITE

FORMOFPREPAYMENTNOTICE

KEYBANKNATIONALASSOCIATION

SpecialtyFinanceLending 1000 South

McCaslin

BoulevardSuperior,

Colorado 80027

Attention: Richard

Andersen

ConfirmationNo.:

(720)304-1247

Reference is hereby made to the Loan and Security Agreement dated as of February 28, 2025 (as amended, supplemented or otherwise modified from time to time, the “Loan and SecurityAgreement”) amongLago Evergreen SPE, LLC, a Delaware limited liability company (the “Borrower”), LAGO Asset Management LLC, the Investment Manager, LAGO Evergreen Credit, LLC, the Originator and the Servicer, the Lenders party thereto and KeyBank National Association, in its capacity as Agent for the Lenders.Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the CreditAgreement).

TheBorrowerherebycertifiesasfollows:

1.

The Borrower hereby gives notice that on [], 20[] (the “PrepaymentDate”) it will make a prepayment under the Loan and Security Agreement in the principal amount of $(the“PrepaymentAmount”).

2.

The Borrower hereby gives notice of intent to (i) prepay an aggregate principal amount equal to the Prepayment Amount pursuant to Section2.3(c)of the Loan and Security Agreement and willremit,orcausetobe remitted, the proceeds thereof to the account of the Agent or directly to each Lender, as directed by the Agent.

3.

After giving effect to the prepayment of the Prepayment Amount, the aggregate principal amount of the Advances will be$.

[TheRemainderOfThisPageIsIntentionallyLeftBlank]

INWITNESSWHEREOF,eachoftheundersignedhasexecutedthePrepayment Notice this day of ____ month of _____________,____________.

LAGOEvergreenSPE,LLC

Schedule A

ApprovedThird-PartyOriginators

ChicagoAtlanticCredit

Schedule C-1

Commitments

Schedule R-1

RequiredAssetDocuments

ForallNoteReceivables:

With respect to each Note Receivable that Borrower proposes to be treated as an Eligible Note Receivable (except for those Note Receivables in which Borrower has only a participation interest) the documents set forth in Part A of Appendix I attached hereto, including:

1.

either (a) the original promissory note evidencing such Note Receivable, duly executed by the applicable Account Debtor as maker and payable to the order of the agent or the original lender who funded such Note Receivable, together with (i) originals of all assignments or endorsements to make such Note Receivablenowpayabletotheorderof Borrower, and (ii) an allonge endorsing such Note Receivable, executed byBorrower in blank, or (b) a certificate executed by an Authorized Person of the Borrower certifying that there is no promissory note or other instrument evidencing such Note Receivable, and the identity of the initial lender or agent, as applicable, together with an original assumption and assignment agreement transferring to Borrower all of the rights and obligations with respect to such Note Receivable;

2.

solelyto the extent that anywarrants issued in connection with such Note Receivable are certificated, theoriginals of such warrants , together with (a)originals of all assignments orstockpowersnecessarytotransferallofsuchwarrantstoBorrower,and(b)anoriginal assignment or stock power with respect to each such warrant , executed by Borrower in blank; provided, that if any such warrants need to be returned to the issuer to be registered and reissued in the name of Borrower, then Borrower shall deliver (a) PDF copies of such warrants and the re-registration request transmitted to the issuer, and (b) within forty-five (45) days after the transfer to Borrower of the related Note Receivable, the original replacement warrantsissued in the name of Borrower, together with an original assignment or stock power with respect to each such warrant , executed by Borrower in blank; provided, further, that if the issuer ofsuch warrant refuses to register the transfer thereof to Borrower because such warrant is subject at that time to alock-up agreement that prohibits the transfer to Borrower of such warrant , then Borrower shall promptly notify the Collateral Custodian and Agent of such fact in writing and shall delivertheoriginalreplacementwarrantissuedinthenameofBorrower,togetherwithan original assignment or stock power with respect to each such warrant , executed by Borrower in blank, within five (5) Business Days after Borrower’s receipt of the replacement warrant or instrument;

3.

with respect to loans where Borrower is the sole lender or any agented lending transactionwhereBorroweristhesolelender,copiesof(i)theapplicableloanagreement,(ii) the applicable security agreement and (iii) the applicable intercreditor agreement, if any, together with copies of the primary financing documents related thereto as identified by the Investment Manager;

4.

with respect to any syndicated agented lending transaction where Borrower is not the agent, a copy of (i) the applicable loan agreement, (ii) the applicable securityagreement and (iii) the applicable intercreditor agreement if any and any other underlying loan documents (if any) received by Borrower or the Investment Manager; and

5.

copies of file-stamped UCC financing statement(s) naming the applicable Account Debtor as the debtor, and the agent or the original lender who funded such Note Receivableassecuredparty,andunlesstheagentororiginallenderiscontinuingtoactas the collateral agent for Borrower, file-stamped copy(ies) of (a) UCC amendment(s) evidencing the ultimate assignment of the secured party’s interest under such UCC financingstatement(s)toBorrower,or(b)UCCfinancingstatementsnamingBorroweras a secured party.

ForthoseNoteReceivablesinwhichBorrowerhasonlyaparticipationinterest:

With respect to each Note Receivable in which Borrower has only a participation interest, thedocuments set forth in Part B of Appendix I attached hereto, including:

6.

a copy of the participation agreement between Borrower and the agent or lead lender, together with a copies of all underlying loan documents required to be obtained or reviewed with respect to such participation in accordance with the Required Procedures.

AppendixI

To

ScheduleR-1

LAGO EVERGREEN SPE, LLC

REQUIREDASSETDOCUMENTCHECKLIST

Schedule 2.6(a)

CashManagementBanks

SouthStateBank

U.S.BankKeyBank,NationalAssociation

Schedule 5.6(a)

JurisdictionsofOrganization

Schedule 5.6(b)

ChiefExecutiveOffices

Schedule 5.6(c)

OrganizationalIdentificationNumbers

Schedule 5.7(b)

Capitalization of Borrower and the Originator

Schedule 5.7(c)

Capitalization of the Originator’s Subsidiaries

Schedule 5.15

IntellectualProperty

None.

Schedule5.19

Indebtedness

None.