Common use of Characterization of Conveyances Pursuant to the Purchase and Sale Agreement Clause in Contracts

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of Eligible Loans by the Seller to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances) as, a sale by the Seller of such Eligible Loans. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans by the Seller to the Borrower to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans are held to continue to be property of the Seller, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Seller’s right, title and interest in and to the Eligible Loans and all amounts payable to the holders of the Eligible Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible Loans, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans conveyed by the Seller to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower hereby agrees to cause the Seller to reflect in the Seller’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the Equityholder, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the Equityholder, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv)) below, for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances)purposes, the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Transferor indicating that: (i) that assets related to transactions (including transactions pursuant sold to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in Borrower under the consolidated balance sheet of the Equityholder, as finance receivables pledged Purchase and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets Sale Agreement are owned by a special purpose entity the Borrower that is consolidated in the Transferor’s financial statements of the Equityholderstatements, and the creditors of that special purpose entity the Borrower have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers the Transferor (or any other affiliate of the sellers) of such assets to that special purpose entityTransferor).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than consolidated accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Sections 5.01(aa) and 5.02(k)) as, a sale by the Seller of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller to the Borrower to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the Seller, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Seller’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled AccountsCollection Account, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller to treat, for all purposes (other than consolidated accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Sections 5.01(aa) and 5.02(k)), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller to reflect in the Seller’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder BDCA indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderBDCA, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderBDCA, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv)) below, for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances)purposes, the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Transferor indicating that: (i) that assets related to transactions (including transactions pursuant sold to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in Borrower under the consolidated balance sheet of the Equityholder, as finance receivables pledged Purchase and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets Sale Agreement are owned by a special purpose entity the Borrower that is consolidated in the Transferor’s financial statements of the Equityholderstatements, and the creditors of that special purpose entity the Borrower have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers the Transferor (or any other affiliate of the sellers) of such assets to that special purpose entityTransferor).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Seller’s Transferor's right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv)) below, for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Seller’s Transferor's estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances)purposes, the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the Seller’s Transferor's financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Parent indicating that: (i) that assets related to transactions (including transactions pursuant sold to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in Borrower under the consolidated balance sheet of the Equityholder, as finance receivables pledged Purchase and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets Sale Agreement are owned by a special purpose entity the Borrower that is consolidated in the Transferor's financial statements of the Equityholderstatements, and the creditors of that special purpose entity the Borrower have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers the Transferor (or any other affiliate of the sellers) of such assets to that special purpose entityTransferor).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(y) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalfbehalf of the Secured Parties) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower hereby agrees to cause the Seller to reflect in the Seller’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the Equityholder, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the Equityholder, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a first priority perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Fifth Street indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderFifth Street, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderFifth Street, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax Tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, including without limitation, limitation all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was were deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller to treat, treat for all purposes (other than accounting purposes and subject to the tax Tax characterization of the Borrower and the Advances), Advances described in Section 5.01(aa) and Section 5.02(j) hereof) the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Ares indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderAres, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderAres, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(k) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled AccountsCollection Account, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(k) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Solar Capital indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderSolar Capital, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderSolar Capital, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(k) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(k) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Gxxxx indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 ASC Topic 860 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the Equityholder, Gxxxx as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) investments and (ii) those assets are owned by a special purpose entity that is consolidated in the Gxxxx’x financial statements of the Equityholderstatements, and the creditors of that the special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers Gxxxx (or any affiliate of the sellers) of such assets to that special purpose entityGxxxx).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of any Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first first-priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was were deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a first-priority perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the any Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of (A) prior to the Equityholder consummation of a Permitted BDC Merger, CCT, and (B) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderCCT, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderCCT, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. USActive 55125247.5 182 (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by each of the Seller Transferor and the SPV Transferor to the Borrower as contemplated by the respective Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances) as, a sale by the Seller Transferor or the SPV Transferor, as applicable, of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor or the SPV Transferor, as applicable, to the Borrower to secure a debt or other obligation of the SellerTransferor or the SPV Transferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor or the SPV Transferor, as applicable, then the parties hereto agree that: (i) the each Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the SVCP Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the SVCP Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Seller’s Transferor's right, title and interest in and to the such Eligible Loans Loan Assets and all amounts payable to the holders of the such Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled AccountsAccounts with respect thereto, whether in the form of cash, instruments, securities or other property; (iii) as set forth in the TCPC Funding I Purchase and Sale Agreement, the transfer of the Eligible Loan Assets provided for in the TCPC Funding I Purchase and Sale Agreement shall be deemed to be a grant by the SPV Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SPV Transferor's right, title and interest in and to such Eligible Loan Assets and all amounts payable to the holders of such Eligible Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, all amounts from time to time held or invested in the Controlled Accounts with respect thereto, whether in the form of cash, instruments, securities or other property; (iv) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans such Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv)v) below, for purposes of perfecting the security interest pursuant to the UCC; and (ivv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the applicable Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the a Purchase and Sale Agreement was were deemed to create a security interest in the Eligible LoansLoan Assets transferred thereunder, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that (i) the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the SVCP Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Seller’s Transferor's estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law, and (ii) the Eligible Loan Assets conveyed by the SPV Transferor to the Borrower pursuant to the TCPC Funding I Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be USActive 55125247.5 183 part of the SPV Transferor's estate in the event of the filing of a bankruptcy petition by or against the SPV Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor and the SPV Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances)purposes, the transactions effected by the applicable Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller SPV Transferor and the Transferor to reflect in the Seller’s their respective financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder indicating that: SPV Transferor and the Transferor (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the Equityholder, as finance receivables pledged and non-recourse, secured borrowings (or the applicable if any such financial statements are otherwise footnoted prepared) indicating that assets sold to explain that such assets the Borrower under the applicable Purchase and Sale Agreement are maintained separately from owned by the assets Borrower, the creditors of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the Equityholder, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers the SPV Transferor or the Transferor (or any other affiliate of the sellers) of such assets to that special purpose entitythereof).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv)) below, for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets transferred thereunder, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the U.S. federal income tax characterization of the Borrower and the Advancespurposes), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Transferor indicating that: (i) that assets related to transactions (including transactions pursuant sold to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in Borrower under the consolidated balance sheet of the Equityholder, as finance receivables pledged Purchase and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets Sale Agreement are owned by a special purpose entity the Borrower that is consolidated in the Transferor’s financial statements of the Equityholderstatements, and the creditors of that special purpose entity the Borrower have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers the Transferor (or any other affiliate of the sellers) of such assets to that special purpose entityTransferor).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans |US-DOCS\148390876.14|| Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Seller’s Transferor's right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv)) below, for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Seller’s Transferor's estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances)purposes, the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the Seller’s Transferor's financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Transferor indicating that: (i) that assets related to transactions (including transactions pursuant sold to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in Borrower under the consolidated balance sheet of the Equityholder, as finance receivables pledged Purchase and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets Sale Agreement are owned by a special purpose entity the Borrower that is consolidated in the Transferor's financial statements of the Equityholderstatements, and the creditors of that special purpose entity the Borrower have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers the Transferor (or any other affiliate of the sellers) of such assets to that special purpose entityTransferor).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Solely to the extent the Transferor is required to file its financial statements publicly, the Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder GCIC Senior Loan Fund LLC indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 ASC Topic 860 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the Equityholder, GCIC Senior Loan Fund LLC as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) investments and (ii) those assets are owned by a special purpose entity that is consolidated in the GCIC Senior Loan Fund LLC’s financial statements of the Equityholderstatements, and the creditors of that the special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers GCIC Senior Loan Fund LLC (or any affiliate of the sellers) of such assets to that special purpose entityGCIC Senior Loan Fund LLC).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of any Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are 140 held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first first-priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was were deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a first-priority perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the any Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of CCT(A) prior to the Equityholder consummation of a Permitted BDC Merger, CCT, and (B) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderCCT, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderCCT, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.. 141

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(k) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(k) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Fifth Street indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderFifth Street, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderFifth Street, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by each of the Seller Transferor and the SPV Transferor to the Borrower as contemplated by the respective Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances) as, a sale by the Seller Transferor or the SPV Transferor, as applicable, of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor or the SPV Transferor, as applicable, to the Borrower to secure a debt or other obligation of the SellerTransferor or the SPV Transferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor or the SPV Transferor, as applicable, then the parties hereto agree that: (i) the each Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable USActive 55323723.3 Law; (ii) as set forth in the SVCP Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the SVCP Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Seller’s Transferor's right, title and interest in and to the such Eligible Loans Loan Assets and all amounts payable to the holders of the such Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled AccountsAccounts with respect thereto, whether in the form of cash, instruments, securities or other property; (iii) as set forth in the TCPC Funding I Purchase and Sale Agreement, the transfer of the Eligible Loan Assets provided for in the TCPC Funding I Purchase and Sale Agreement shall be deemed to be a grant by the SPV Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SPV Transferor's right, title and interest in and to such Eligible Loan Assets and all amounts payable to the holders of such Eligible Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, all amounts from time to time held or invested in the Controlled Accounts with respect thereto, whether in the form of cash, instruments, securities or other property; (iv) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans such Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv)v) below, for purposes of perfecting the security interest pursuant to the UCC; and (ivv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the applicable Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the a Purchase and Sale Agreement was were deemed to create a security interest in the Eligible LoansLoan Assets transferred thereunder, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that (i) the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the SVCP Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Seller’s Transferor's estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law, and (ii) the Eligible Loan Assets conveyed by the SPV Transferor to the Borrower pursuant to the TCPC Funding I Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SPV Transferor's estate USActive 55323723.3 in the event of the filing of a bankruptcy petition by or against the SPV Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor and the SPV Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances)purposes, the transactions effected by the applicable Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller SPV Transferor and the Transferor to reflect in the Seller’s their respective financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder indicating that: SPV Transferor and the Transferor (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the Equityholder, as finance receivables pledged and non-recourse, secured borrowings (or the applicable if any such financial statements are otherwise footnoted prepared) indicating that assets sold to explain that such assets the Borrower under the applicable Purchase and Sale Agreement are maintained separately from owned by the assets Borrower, the creditors of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the Equityholder, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers the SPV Transferor or the Transferor (or any other affiliate of the sellers) of such assets to that special purpose entitythereof).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than consolidated accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Sections 5.01(aa) and 5.02(k)) as, a sale by the Seller of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller to the Borrower to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the Seller, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Seller’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled AccountsCollection Account, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any -143- assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller to treat, for all purposes (other than consolidated accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Sections 5.01(aa) and 5.02(k)), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller to reflect in the Seller’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder BDCA indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderBDCA, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderBDCA, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Solely to the extent the Transferor is required to file its financial statements publicly, the Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Senior Loan Fund LLC indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 ASC Topic 860 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the Equityholder, Senior Loan Fund LLC as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) investments and (ii) those assets are owned by a special purpose entity that is consolidated in the Senior Loan Fund LLC’s financial statements of the Equityholderstatements, and the creditors of that the special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers Senior Loan Fund LLC (or any affiliate of the sellers) of such assets to that special purpose entitySenior Loan Fund LLC).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax Tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, including without limitation, limitation all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible Loans, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans conveyed by the Seller to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower hereby agrees to cause the Seller to reflect in the Seller’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the Equityholder, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the Equityholder, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.and

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances) as, a sale or contribution by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled AccountsCollection Account, whether in the form of cash, instruments, securities or other propertyproperty (other than Excluded Amounts); (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv)) below, for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances)purposes, the transactions effected by the Purchase and Sale Agreement as sales (or contributions) of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Transferor indicating that: (i) that assets related to transactions (including transactions pursuant sold to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in Borrower under the consolidated balance sheet of the Equityholder, as finance receivables pledged Purchase and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets Sale Agreement are owned by a special purpose entity the Borrower that is consolidated in the Transferor’s financial statements of the Equityholderstatements, and the creditors of that special purpose entity the Borrower have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers the Transferor (or any other affiliate of the sellers) of such assets to that special purpose entityTransferor).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of any Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first first-priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was were deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a first-priority perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the any Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder CCT indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderCCT, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderCCT, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of any Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first first-priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was were deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a first-priority perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the any Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances described in Section 5.01(aa) and Section 5.02(j) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of CCT(A) prior to the Equityholder consummation of a Permitted BDC Merger, CCT, and (B) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderCCT, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderCCT, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Seller’s Transferor's right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv)) below, for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets transferred thereunder, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Seller’s Transferor's estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the U.S. federal income tax characterization of the Borrower and the Advancespurposes), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the Seller’s Transferor's financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Transferor indicating that: (i) that assets related to transactions (including transactions pursuant sold to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in Borrower under the consolidated balance sheet of the Equityholder, as finance receivables pledged Purchase and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets Sale Agreement are owned by a special purpose entity the Borrower that is consolidated in the Transferor's financial statements of the Equityholderstatements, and the creditors of that special purpose entity the Borrower have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers the Transferor (or any other affiliate of the sellers) of such assets to that special purpose entityTransferor).

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It As provided in the Purchase and Sale Agreement, it is the express intent of the parties hereto Borrower and the Transferor that the conveyance of Eligible Loans any Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesBorrower) as, a sale and/or a capital contribution by the Seller Transferor of such Eligible LoansLoan Assets. It isFurther, furtheras provided in the Purchase and Sale Agreement, it is not the intention of the parties Borrower and the Transferor that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the such parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then then, as provided in the Purchase and Sale Agreement, the parties hereto agree thereto have agreed that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first first-priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its their behalf) of Loans the Collateral Portfolio and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties to the Purchase and Sale Agreement have further agree agreed that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was were deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a first-priority perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It As provided in the Purchase and Sale Agreement, it is the intention of each of the parties hereto thereto that the Eligible Loans any Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The As provided in the Purchase and Sale Agreement, the Borrower agrees to treat, and shall cause the Seller Transferor agree to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesBorrower), the transactions effected by the Purchase and Sale Agreement as sales and/or capital contributions of assets to the Borrower. The Borrower hereby agrees to cause As provided in the Seller Purchase and Sale Agreement, the Transferor has agreed to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Transferor indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderTransferor, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderTransferor, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.

Characterization of Conveyances Pursuant to the Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances and L/C Advances described in Section 5.01(aa) and Section 5.02(k) hereof) as, a sale by the Seller Transferor of such Eligible LoansLoan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loans Loan Assets by the Seller Transferor to the Borrower to secure a debt or other obligation of the SellerTransferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loans Loan Assets are held to continue to be property of the SellerTransferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loans Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the SellerTransferor’s right, title and interest in and to the Eligible Loans Loan Assets and all amounts payable to the holders of the Eligible Loans Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loans Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible LoansLoan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loans Loan Assets conveyed by the Seller Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the SellerTransferor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Transferor under any bankruptcy or similar law. (c) The Borrower agrees to treat, and shall cause the Seller Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the AdvancesAdvances and L/C Advances described in Section 5.01(aa) and Section 5.02(k) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer each hereby agrees agree to cause the Seller Transferor to reflect in the SellerTransferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Equityholder Fifth Street indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the consolidated balance sheet of the EquityholderFifth Street, as finance receivables pledged and non-recourse, secured borrowings (or the applicable financial statements are otherwise footnoted to explain that such assets are maintained separately from the assets of the Borrower and that such assets are not available to pay the debts of the Equityholder) and (ii) those assets are owned by a special purpose entity that is consolidated in the financial statements of the EquityholderFifth Street, and the creditors of that special purpose entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.