Common use of Interest Rates; LIBOR Notification Clause in Contracts

Interest Rates; LIBOR Notification. The interest rate on the Loans may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the LIBO Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof (including (a) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(b)), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (b) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(b)), including whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the applicable Screen Rate prior to its discontinuance or unavailability.

Interest Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the Loans may be LIBO Rate, which is derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may changeLondon interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or Event, a Term SOFR Transition Event, an Early Opt-In Election, in Election or an Other Benchmark Rate Election Section 2.14(b2.13(b) provides a and (c) provide the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.13(e), of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission submission, performance or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including including, without limitation, (ai) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(b)2.13(b) or (c), whether upon the occurrence of a Benchmark Transition Event or Event, a Term SOFR Transition Event, an Early Opt-in Election, Election or an Other Benchmark Rate Election and (bii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(b2.13(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the applicable Screen Rate London interbank offered rate prior to its discontinuance or unavailability.

Interest Rates; LIBOR Notification. The interest rate on the Loans an Advance may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration Administrator (together with any successor to the ICE Benchmark Administrator, the “"IBA”") for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency LoansAdvances. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Electionin Election (each as defined herein), Section 2.14(b3.01(h) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Company, pursuant to Section 3.01(h)(iv), of any change to the reference rate upon which the interest rate on Advances is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of "LIBO Rate Rate" or with respect to any alternative or successor rate thereto, or replacement rate thereof (including including, without limitation, (a1) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(b)3.01(h)(ii), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (b2) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(b)3.01(h)(iii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the applicable Screen Rate London interbank offered rate prior to its discontinuance or unavailability.. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of May 15, 2020 (this "Agreement"), among 30xx Xxxxxx Funding, LLC, as borrower (the "Company"); CĪON Investment Management, LLC (the "Portfolio Manager"); the Lenders party hereto; the Collateral Agent party hereto (in such capacity, the "Collateral Agent"); the Collateral Administrator party hereto (in such capacity, the "Collateral Administrator"); the Securities Intermediary party hereto (in such capacity, the "Securities Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent"). Pursuant to Section 10.05, the parties to the Amended and Restated Loan and Security Agreement, dated as of the Amendment Effective Date (as defined herein) (the "Original Agreement"), hereby agree to amend and restate the Original Agreement and the Original Agreement is hereby amended and restated as set forth in this Agreement. The Company, a special purpose vehicle wholly owned by CĪON Investment Corp. (the "Parent"), which is managed by the Portfolio Manager, wishes to accumulate certain corporate loans and other corporate debt securities (the "Portfolio Investments"), all on and subject to the terms and conditions set forth herein. The Company and the Portfolio Manager have entered into an Amended and Restated Portfolio Management Agreement, dated as of the Amendment Effective Date (as further amended from time to time, the "Portfolio Management Agreement"), pursuant to which the Portfolio Manager has agreed to perform certain investment management and administrative services on behalf of the Company. Furthermore, the Company entered into a Sale and Contribution Agreement (the "Sale Agreement"), dated as of the Original Effective Date (as defined herein), between the Company and the Parent, pursuant to which the Company acquired certain Portfolio Investments listed on Schedule 5a hereto and acquired additional Portfolio Investments from the Parent, including, without limitation, the Portfolio Investments listed on Schedule 5b hereto on the Amendment Effective Date and the Portfolio Investments list on Schedule 5c hereto on the Third Amendment Effective Date. Furthermore, the Company acquired Participation Interests with elevation in certain Portfolio Investments listed on Schedule 6 hereto pursuant to a Master Participation Agreement (the "Master Participation Agreement"), dated as of the Original Effective Date, between the Company and Parent. Furthermore, the Company acquired additional Participation Interests with elevation in certain Portfolio Investments listed on Schedule 8 hereto pursuant to a Master Participation Agreement (the "Second Master Participation Agreement"), dated as of the Amendment Effective Date, between the Company and Parent. Furthermore, the Company acquired additional Participation Interests with elevation in certain Portfolio Investments listed on Schedule 9 hereto pursuant to a Master Participation Agreement (the "Third Master Participation Agreement"), dated as of the Amendment Effective Date, between the Company and Park South, LLC (formerly Credit Suisse Park View BDC, Inc.) ("Third MPA Seller"). Furthermore, the Company intends to acquire additional Participation Interests with elevation in certain Portfolio Investments listed in Part 1 of Schedule 10 hereto pursuant to a Master Participation Agreement (the "Fourth Master Participation Agreement"), dated as of May 15, 2020, between the Company and the Parent. Furthermore, the Company intends to acquire additional Participation Interests with elevation in certain Portfolio Investments listed in Part 2 of Schedule 10 hereto pursuant to a Master Participation Agreement (the "Fifth Master Participation Agreement"), dated as of May 15, 2020, between the Company and Flatiron Funding II, LLC. Furthermore, the Company intends to acquire additional Participation Interests with elevation in certain Portfolio Investments listed in Part 3 of Schedule 10 hereto pursuant to a Master Participation Agreement (the "Sixth Master Participation Agreement"), to be dated as of a date on or before May 29, 2020, between the Company and Mxxxxx Hxxx Funding II, LLC. Furthermore, the Company intends to acquire additional Participation Interests with elevation in certain Portfolio Investments listed in Part 4 of Schedule 10 hereto pursuant to a Master Participation Agreement (the "Seventh Master Participation Agreement"), dated as of May 15, 2020, between the Company and 33rd Street Funding, LLC. On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association ("JPMCB") and its respective successors and permitted assigns (together with JPMCB, the "Lenders") have agreed to make advances to the Company ("Advances") hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the "Transaction Schedule"). Accordingly, the parties hereto agree as follows:

Interest Rates; LIBOR Notification. The interest rate on the Loans an Advance may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark AdministratorAdministration, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency LoansAdvances denominated in U.S. dollars. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election, Section 2.14(b3.01(f) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Company, pursuant to Section 3.01(f), of any change to the reference rate upon which the interest rate on an Advance is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate Rate” (or any definition related thereto) or with respect to any alternative or successor rate thereto, or replacement rate thereof (including including, without limitation, (ai) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(b)3.01(f)(ii) or (iii), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (bii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(b3.01(f)(iv)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the applicable Screen Rate London interbank offered rate prior to its discontinuance or unavailability.

Interest Rates; LIBOR Notification. The interest rate on the Loans a Loan denominated in dollars may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, discounted and/or the basis bases on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In in Election, Section 2.14(b8.01(b) provides a and (c) provide the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 8.01(e), of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including including, without limitation, (ai) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(b)8.01(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (bii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(b8.01(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the applicable Screen Rate London interbank offered rate prior to its discontinuance or unavailability.

Interest Rates; LIBOR Notification. The interest rate on the Loans a Loan may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulationsLaws, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency LIBOR Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 2.14(b2.13(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to Section 2.13(b)(iii), of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the LIBO Rate London interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including (a) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(b)2.13(b), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (b) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(b2.13(b)(ii)), including whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO LIBOR Rate or have the same volume or liquidity as did the applicable Screen Rate London interbank offered rate prior to its discontinuance or unavailability.