Common use of Pledging Clause in Contracts

Pledging. Without limiting the generality of the foregoing, the Investor specifically agrees and consents that the Company may, at any time, and without further notice to or consent from the Investor (except to the extent otherwise provided in this Subscription Agreement), grant security over (and, in connection therewith, Transfer (as defined in Section 4.01(c)(i)) its right to draw down capital from the Investor pursuant to Section 2.01, and the Company’s right to receive the Drawdown Share Purchase Price (and any related rights of the Company), to lenders or other creditors of the Company, in connection with any indebtedness, guarantee or surety of the Company; provided that, for the avoidance of doubt, any such grantee’s right to draw down capital shall be subject to the limitations on the Company’s right to draw down capital pursuant to Section 2.01. In connection with any such secured financing (a “Subscription Facility”), the Investor specifically agrees, for the benefit of the Company and such lenders, to the following: (a) The Company may incur indebtedness for Company purposes pursuant to a Subscription Facility and secure such facility by (i) the Unused Capital Commitments, (ii) the Company’s rights to issue Drawdown Notices, (iii) the Company’s right to exercise remedies against the Investors and the Other Investors for failure to pay for such Shares as required by the Drawdown Notices, (iv) the deposit account into which the payments for such Shares will be wired on the applicable Drawdown Dates, and (v) any related collateral and proceeds thereof, (b) the Investor acknowledges and agrees that the lender (or agent for the lenders) under a Subscription Facility is relying on each Investor’s Unused Capital Commitment as its primary source of repayment and may issue future Drawdown Notices and may exercise all remedies of the Company with respect thereto as part of such lenders’ remedies under the Subscription Facility, (c) in the event of a failure by any Investor to pay for such Shares, the Company and such lender is entitled to pursue any and all remedies available to it under this Subscription Agreement, including issuing additional Drawdown Notices to non-Defaulting Investors in order to make up any deficiency caused by the default of the Investor, whose ownership in the Company would be diluted as a result, (d) the Investor agrees that its obligation to fund Drawdown Notices pursuant to Section 2.01 is irrevocable, and shall be without setoff, counterclaim or defense of any kind, including any defense pursuant to Section 365 of the U.S. Bankruptcy Code (other than any defenses provided hereunder), (e) the Investor has received full and adequate consideration on the date hereof for its Shares notwithstanding that they are to be paid and issued in subsequent installments, and any defense of non-consideration or similar defenses for its subscription are hereby waived by the Investor, whether in bankruptcy, insolvency, receivership or similar proceedings or otherwise, including any failure or inability of the Company to issue Shares or for any such Shares to have positive value on the date of a Drawdown Notice, (f) the Company may use the proceeds of any Share issuance for repaying outstanding loans under the Subscription Facility, (g) the Investor agrees that the Company may reveal the Investor’s identity on a confidential basis to the lenders under a Subscription Facility, (h) upon the reasonable request of the Company, the Investor will provide the Company with copies of its financial statements to the extent such financial statements are not otherwise publically available and information about the Investor’s beneficial owners to enable the Company to comply with underwriting requests from any lender under a Subscription Facility, (i) any claim the Investor may have against the Company or another Investor in the Company shall be subordinate to any claim a lender under the Subscription Facility may have against the Company or such Investor, (j) from time to time upon request, the Investor will provide to any lender under a Subscription Facility a certificate setting forth such Investor’s then Unused Capital Commitment, (k) it acknowledges and confirms that the terms of the applicable Subscription Facility and each agreement executed in connection therewith can be modified (including, without limitation, increases, decreases or renewals of credit extended, or the release of any guarantee or security) without further notice to such Investor and without its consent; provided, however, that in no event shall any such modification of any such document alter an Investor’s rights or obligations hereunder without such Investor’s written consent, (l) each Investor acknowledges that the making and performance of its obligations hereunder constitute private and commercial acts rather than governmental or public acts, and that neither it nor any of its properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its obligations hereunder, and to the extent that it may hereafter be entitled to claim any such immunity, or to the extent that there may be attributed to it such an immunity (whether or not claimed), unless otherwise agreed in writing by the Company, it hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity, (m) upon the withdrawal or transfer of the Investor’s interest in the Company in accordance with the terms hereof, such Investor acknowledges that it may be required at the time of such withdrawal or transfer to fund a Drawdown Notice to repay amounts outstanding under the Subscription Facility equal to its share thereof; provided that such Investor shall not be required to fund a Drawdown Notice in excess of its Unused Capital Commitment, and (n) that the lenders under a Subscription Facility are third party beneficiaries of this Subscription Agreement who may rely on the Investor’s agreements in this Section 2.02 in providing a Subscription Facility to the Company.

Pledging. Without limiting the generality of the foregoing, the Investor specifically agrees and consents that the Company may, at any time, and without further notice to or consent from the Investor (except to the extent otherwise provided in this Subscription Agreement), grant security over (and, in connection therewith), Transfer (as defined in Section 4.01(c)(i)) its right to draw down capital from the Investor pursuant to Section 2.01, and the Company’s right to receive the Drawdown Share Purchase Price (and any related rights of the Company), to lenders or other creditors of the Company, in connection with any indebtedness, guarantee or surety of the Company; provided that, for the avoidance of doubt, any such grantee’s right to draw down capital shall be subject to the limitations on the Company’s right to draw down capital pursuant to Section 2.01. In connection with any such secured financing (a “Subscription Facility”), the Investor specifically agrees, for the benefit of the Company and such lenders, to the following: (a) The Company may incur indebtedness for Company purposes pursuant to a Subscription Facility and secure such facility by (i) the Unused Capital Commitments, (ii) the Company’s rights to issue Drawdown Notices, (iii) the Company’s right to exercise remedies against the Investors and the Other Investors for failure to pay for such Shares as required by the Drawdown Notices, (iv) the deposit account into which the payments for such Shares will be wired on the applicable Drawdown Dates, and (v) any related collateral and proceeds thereof, (b) the Investor acknowledges and agrees that the lender (or agent for the lenders) under a Subscription Facility is relying on each Investor’s Unused Capital Commitment as its primary source of repayment and may issue future Drawdown Notices and may exercise all remedies of the Company with respect thereto as part of such lenders’ remedies under the Subscription Facility, (c) in the event of a failure by any Investor to pay for such Shares, the Company and such lender is entitled to pursue any and all remedies available to it under this Subscription Agreement, including issuing additional Drawdown Notices to non-Defaulting Investors in order to make up any deficiency caused by the default of the Investor, whose ownership in the Company would be diluted as a result, (d) the Investor agrees that its obligation to fund Drawdown Notices pursuant to Section 2.01 is irrevocable, and shall be without setoff, counterclaim or defense of any kind, including any defense pursuant to Section 365 of the U.S. Bankruptcy Code (other than any defenses provided hereunder), (e) the Investor has received full and adequate consideration on the date hereof for its Shares notwithstanding that they are to be paid and issued in subsequent installments, and any defense of non-consideration or similar defenses for its subscription are hereby waived by the Investor, whether in bankruptcy, insolvency, receivership or similar proceedings or otherwise, including any failure or inability of the Company to issue Shares or for any such Shares to have positive value on the date of a Drawdown Notice, (f) the Company may use the proceeds of any Share issuance for repaying outstanding loans under the Subscription Facility, (g) the Investor agrees that the Company may reveal the Investor’s identity on a confidential basis to the lenders under a Subscription Facility, if so required under the terms of such Subscription Facility (h) upon the reasonable request of the Company, the Investor will provide the Company with copies of its publically available financial statements to the extent such financial statements are not otherwise publically available and information about the Investor’s beneficial owners to enable the Company to comply with underwriting requests from any lender under a Subscription Facility, (i) any claim the Investor may have against the Company or another Investor in the Company shall be subordinate to any claim a lender under the Subscription Facility may have against the Company or such Investor, (j) from time to time upon request, the Investor will provide to any lender under a Subscription Facility a certificate setting forth such Investor’s then Unused Capital Commitment, (k) it acknowledges and confirms that the terms of the applicable Subscription Facility and each agreement executed in connection therewith can be modified (including, without limitation, increases, decreases or renewals of credit extended, or the release of any guarantee or security) without further notice to such Investor and without its consent; provided, however, that in no event shall any such modification of any such document alter an Investor’s rights or obligations hereunder without such Investor’s written consent, (l) each Investor acknowledges that the making and performance of its obligations hereunder constitute private and commercial acts rather than governmental or public acts, and that neither it nor any of its properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its obligations hereunder, and to the extent that it may hereafter be entitled to claim any such immunity, or to the extent that there may be attributed to it such an immunity (whether or not claimed), unless otherwise agreed in writing by the Company, it hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity, (m) upon the withdrawal or transfer of the Investor’s interest in the Company in accordance with the terms hereof, such Investor acknowledges that it may be required at the time of such withdrawal or transfer to fund a Drawdown Notice to repay amounts outstanding under the Subscription Facility equal to its share thereof; provided that such Investor shall not be required to fund a Drawdown Notice in excess of its Unused Capital Commitment, and (n) that the lenders under a Subscription Facility are third party beneficiaries of this Subscription Agreement who may rely on the Investor’s agreements in this Section 2.02 in providing a Subscription Facility to the Company.

Pledging. Without limiting the generality of the foregoing, the Investor you specifically agrees agree and consents consent that the each Company may, at any time, and without further notice to or consent from the Investor (except to the extent otherwise provided in this Subscription Agreement)you, directly or indirectly grant security over (and, in connection therewith, Transfer (as defined in Section 4.01(c)(i7(a)) its some or all of your Undrawn Commitment, including such Company’s right to deliver Drawdown Notices or otherwise draw down capital from the Investor you pursuant to Section 2.01, this Subscription Agreement and the Company’s right to receive the Drawdown Share Purchase Price or Catch-Up Purchase Price, as applicable (and any related rights and remedies of the CompanyCompany related thereto), to lenders or other creditors or holders of the other obligations or guarantees of such Company, in connection with any indebtedness, guarantee or surety of the CompanyCompany (such right of the Company with respect to you and Other Investors, collectively, the “Assigned Rights”); provided provided, that, for the avoidance of doubt, any such grantee’s right to draw down capital shall be subject to the limitations on the Company’s right to draw down capital pursuant to Section 2.013; provided, further, that, for the avoidance of doubt, the Company may exclude from such Assigned Rights all or a portion of the Assigned Rights of any Investors to the extent restricted under, or considered by the Board to be necessary or desirable to facilitate compliance with, applicable laws or regulations, including the ERISA, the Investment Company Act and the Sxxxxxxx-Xxxxx Act of 2002, as amended. In connection with any such secured financing financing, borrowing, indebtedness or guaranty (a “Subscription Facility”), the Investor you specifically agreesagree to and acknowledge, for the benefit of the each Company and such lenders, to the following: (a) The each Company may incur indebtedness for Company purposes pursuant to a Subscription Facility and, in connection with any Subscription Facility of the Company and secure of any of its affiliates that are party to a Subscription Facility, the Company shall be authorized to directly or indirectly collateralize such facility by financings, borrowings, indebtedness or guaranty, and pledge, mortgage, assign, transfer and/or grant security interests directly or indirectly to the lender of such indebtedness or guaranty in (i) investments in portfolio companies and the Unused Capital proceeds thereof and any other assets, (ii) the Undrawn Commitments, (iiiii) the Company’s rights to issue Drawdown NoticesNotices and collect on the Undrawn Commitment of any Subscriber hereunder, (iiiiv) the Commitments made to the Company; (v) the Company’s right to exercise remedies against the Investors and the Other Investors for failure to pay for such Shares as required by the Drawdown Notices, (ivvi) the deposit bank account into which the payments for such Shares will shall be wired on the applicable Drawdown Dates and/or Catch-Up Dates, and (vvii) any related collateral and proceeds thereof, ; (b) any such collateral pledge may be made directly by a Company to the Investor acknowledges and agrees that lender of the Subscription Facility or indirectly to such lender by first pledging such collateral to a subsidiary or agent of the Company, which subsidiary or agent then pledges such rights ultimately to the lender under the Subscription Facility; (c) the lender (or agent for the lenders) under a Subscription Facility is relying on each Investor’s Unused Capital Commitment and Undrawn Commitment as its primary source of repayment and may issue future Drawdown Notices and may exercise all remedies of the Company with respect thereto as part of such lenders’ remedies under the Subscription Facility, ; (cd) in the event of a failure by any Investor to pay for such Shares, the Company and such lender is are entitled to pursue any and all remedies available to it each of them under this Subscription Agreement, including issuing additional Drawdown Notices to non-Defaulting Investors Shareholders in order to make up any deficiency caused by the default of the relevant Investor, whose ownership in the Company would be diluted as a result, ; (de) the Investor agrees that its your obligation to fund Drawdown Notices pursuant to Section 2.01 this Subscription Agreement is irrevocable, and shall be without setoff, counterclaim or defense of any kind, including any defense pursuant to Section 365 of the U.S. Bankruptcy Code; provided that (x) any such agreement to make capital contributions without defense, counterclaim or offset of any kind shall not be effective with respect to any Shareholder that is a Plan (defined below) subject to Title I of ERISA or Section 4975 of the Code (other than any defenses provided hereunder)unless such agreement shall not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, (ey) in no event shall the Investor has Shareholders be obligated to make capital contributions in excess of their respective Undrawn Commitment and (z) such pledge (or equivalent grant of security interest) and/or acknowledgement and agreement to make capital contributions shall not result in the loss of a Shareholder’s limited liability status under the Operative Documents or act as a waiver by such Shareholder of its right to assert independently any claim that it may have against the Company under this Subscription Agreement, except that, in connection with the foregoing, the Company shall have right to agree to subordinate distributions to the Shareholders hereunder to payments required in connection with any indebtedness contemplated hereunder; (f) you have received full and adequate consideration on the date hereof Closing Date for its Shares the entirety of your Commitment, notwithstanding that they are the Commitment is to be paid and Shares are to be issued in subsequent installments, and any defense of non-consideration or similar defenses for its your subscription are hereby waived by the Investoryou, whether in bankruptcy, insolvency, receivership or similar proceedings or otherwise, including any failure or inability of the Company to issue Shares or for any such Shares to have positive value on the date of a Drawdown Notice, ; (fg) the each Company may use the proceeds of any Share issuance for repaying outstanding loans under the Subscription Facility, ; (gh) the Investor agrees that the each Company may reveal the Investor’s your identity on a confidential basis to the lenders under a Subscription Facility, ; (hi) upon the reasonable request of the a Company, the Investor will you shall provide the such Company with copies of its your financial statements to the extent such financial statements are not otherwise publically available publicly available, including as prepared or reviewed by independent public accountants in connection with your annual reporting requirements, and information about the Investor’s your beneficial owners to enable the Company to comply with underwriting requests from any lender under a Subscription Facility, ; (ij) any payment of a claim the Investor that you may have against the a Company or another Investor in the Company shall be subordinate to the payment of any claim a lender under the Subscription Facility may have against the such Company or such Investor, ; (jk) from time to time upon request, you shall provide for the Investor will provide to benefit of any lender under a Subscription Facility a certificate setting forth such Investor’s your then Unused Capital Undrawn Commitment, ; (kl) it acknowledges you acknowledge and confirms confirm that the terms of the applicable Subscription Facility and each agreement executed in connection therewith can be modified (including, without limitation, increases, decreases or renewals of credit extended, or the release of any guarantee or security) without further notice to such Investor you and without its your consent; provided, however, that in no event shall any such modification of any such document alter an Investor’s your rights or obligations hereunder without such Investor’s your written consent, ; (lm) each Investor acknowledges that the making and performance of its your obligations hereunder constitute private and commercial acts rather than governmental or public acts, and that neither it you nor any of its your properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its your obligations hereunder, and to the extent that it you may hereafter be entitled to claim any such immunity, or to the extent that there may be attributed to it you such an immunity (whether or not claimed), unless otherwise agreed in writing by the Company, it you hereby irrevocably agrees agree not to claim and hereby irrevocably waives waive such immunity, ; (mn) upon the withdrawal or transfer of the Investor’s your interest in the Company in accordance with the terms hereof, such Investor acknowledges you acknowledge that it you may be required at prior to the time effectiveness of such withdrawal or transfer to fund a Drawdown Notice to repay amounts outstanding under the Subscription Facility equal to its your share thereof; provided that such Investor you shall not be required to fund a Drawdown Notice in excess of its Unused Capital your Undrawn Commitment; (o) in the event that, and as a result of any such pledge, mortgage, assignment, transfer or grant of a security interest, a Subscriber makes a payment directly to the Company account as requested by a lender under a Subscription Facility, such payment shall be deemed to reduce the Subscriber’s Commitment to the Company in all respects by a corresponding amount; and (np) that the lenders under a Subscription Facility are third third-party beneficiaries of this Subscription Agreement who may rely on the Investor’s your agreements in this Section 2.02 5 in providing a Subscription Facility to the a Company.

Pledging. Without limiting the generality of the foregoing, the Investor specifically agrees and consents that the Company may, at any time, and without further notice to or consent from the Investor (except to the extent otherwise provided in this Subscription Agreement), grant security over (and, in connection therewith), Transfer (as defined in Section 4.01(c)(i)4.01(c)(1) its right to draw down capital from the Investor pursuant to Section 2.01, and the Company’s right to receive the Drawdown Share Purchase Price (and any related rights of the Company), to lenders or other creditors of the Company, in connection with any indebtedness, guarantee or surety of the Company; provided that, for the avoidance of doubt, any such grantee’s right to draw down capital shall be subject to the limitations on the Company’s right to draw down capital pursuant to Section 2.01. In connection with any such secured financing (a “Subscription Facility”), the Investor specifically agrees, for the benefit of the Company and such lenders, to the following: (a) The Company may incur indebtedness for Company purposes purposes, including without limitation pursuant to a Subscription Facility Facility, and secure such facility Subscription Facility by (i) the Unused Capital Commitments, (ii) the Company’s rights to issue Drawdown NoticesNotices and receive payment therefor, (iii) the Company’s right to exercise remedies against the Investors and the Other Investors for failure to pay for such Shares as required by the Drawdown Notices, (iv) the deposit account into which the payments for such Shares will be wired on the applicable Drawdown Dateswired, and (v) any related collateral and proceeds thereof, (b) the Investor acknowledges and agrees that the lender (or agent for the lenders) under a Subscription Facility is relying on each Investor’s Unused Capital Commitment as its primary source of repayment and may issue future Drawdown Notices and may exercise all remedies of the Company with respect thereto as part of such lenders’ (or such lenders’ agents’) remedies under the Subscription Facility, (c) in the event of a failure by any Investor to pay for such Shares, each of the Company and such lender (or agent for such lender) is entitled to pursue any and all remedies available to it under this Subscription Agreement, including issuing additional Drawdown Notices to non-Defaulting Investors in order to make up any deficiency caused by the default of the Investor, whose ownership in the Company would be diluted as a result, (d) the Investor agrees that its obligation to fund Drawdown Notices pursuant to Section 2.01 is irrevocable, and shall be without setoff, counterclaim or defense of any kind, including any defense pursuant to Section 365 of the U.S. Bankruptcy Code (other than any defenses provided hereunder), (e) the Investor has received full and adequate consideration on the date hereof for its Shares notwithstanding that they are to be paid and issued in subsequent installments, and any defense of non-consideration or similar defenses for its subscription are hereby waived by the Investor, whether in bankruptcy, insolvency, receivership or similar proceedings or otherwise, including any failure or inability of the Company to issue Shares or for any such Shares to have positive value on the date of a Drawdown Notice, (f) the Company may use the proceeds of any Share issuance for repaying outstanding loans under the Subscription Facility, (g) the Investor agrees that the Company may reveal the Investor’s identity identity, this Subscription Agreement and any side letter or similar arrangement with the Investor on a confidential basis to the lenders (or agents for the lenders) under a Subscription Facility, if so required under the terms of such Subscription Facility, (h) upon the reasonable request of the Company, the Investor will will, as soon as reasonably practicable, provide the Company with copies of its publicly available financial statements to the extent such financial statements are not otherwise publically available and information about the Investor’s beneficial owners to enable the Company to comply with underwriting requests from any lender (or agent for such lender) under a Subscription FacilityFacility and take such further action as may be reasonably requested by the Company to consummate the financing contemplated in this Section 2.02, (i) any claim the Investor may have against the Company or another Investor in the Company shall be subordinate to any claim a lender (or agent for such lender) under the Subscription Facility may have against the Company or such Investor, (j) from time to time upon request, the Investor will provide to any lender under a Subscription Facility a certificate setting forth such Investor’s then Unused Capital Commitment, (k) it acknowledges and confirms that the terms of the applicable Subscription Facility and each other agreement executed in connection therewith can be modified (including, without limitation, increases, decreases or renewals of credit extended, or the release of any guarantee or security) without further notice to such Investor and without its consent; provided, however, that in no event shall any such modification of any such document alter an Investor’s rights or obligations hereunder without such Investor’s written consent, (l) each Investor acknowledges that the making and performance of its obligations hereunder constitute private and commercial acts rather than governmental or public acts, and that neither it nor any of its properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its obligations hereunder, and to the extent that it may hereafter be entitled to claim any such immunity, or to the extent that there may be attributed to it such an immunity (whether or not claimed), unless otherwise agreed in writing by the Company, it hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity, (m) upon the withdrawal or transfer of the Investor’s interest in the Company in accordance with the terms hereof, such Investor acknowledges that it may be required at the time of such withdrawal or transfer to fund a Drawdown Notice to repay amounts outstanding under the Subscription Facility equal to its share thereof; provided that such Investor shall not be required to fund a Drawdown Notice in excess of its Unused Capital Commitment, and (n) that the lenders (or agents for the lenders) under a Subscription Facility are third party beneficiaries of this Subscription Agreement who may rely on the Investor’s agreements in this Section 2.02 in providing a Subscription Facility to the Company.

Pledging. Without limiting the generality of the foregoing, the Investor (a) The Purchaser specifically agrees and consents that the Company BDC may, at any time, and without further notice to or consent from the Investor Purchaser (except to the extent otherwise provided in this Subscription Agreement), grant security over (and, in connection therewith, Transfer (as defined in Section 4.01(c)(i)) transfer its right to draw down capital its BDC Commitment from the Investor pursuant to Section 2.01, Purchaser and the CompanyBDC’s right to receive the Drawdown Share any Purchase Price Payment (and any related rights of the CompanyBDC), to lenders or other creditors or holders of other obligations or guarantees of the CompanyBDC, in connection with any indebtedness, guarantee or surety of the CompanyBDC (such right of the BDC with respect to the BDC Purchasers, collectively, the “Assigned Rights”); provided that, for the avoidance of doubt, any such grantee’s right to draw down capital shall be subject to the limitations on the CompanyBDC’s right to draw down capital the Purchase Payments pursuant to Section 2.01. In connection with Sections 1, 2 and 3; provided, further, that, for the avoidance of doubt, the BDC may exclude from such Assigned Rights all or a portion of the Assigned Rights of any such secured financing BDC Purchaser that are officers or directors of the BDC and certain other persons, to the extent restricted under, or considered by the board of directors of the BDC to be necessary or desirable to facilitate compliance with, applicable laws or regulations, including the Employee Retirement Income Security Act of 1974, as amended (a “Subscription FacilityERISA”), Investment Company Act of 1940 (“Investment Company Act”) and the Investor specifically agreesXxxxxxxx-Xxxxx Act of 2002, for the benefit of the Company and such lenders, to the following:as amended. (ab) The Company Purchaser specifically agrees and consents that the BDC may, subject to such other conditions as the BDC may incur indebtedness for Company purposes pursuant to a Subscription Facility and secure such facility by reasonably determine, (i) authorize any lender or other creditors or holders of other obligations or guarantees of the Unused Capital CommitmentsBDC, including any agent or trustee acting on their behalf, as agent and on behalf of the BDC, or in such other capacity as the BDC may specify (A) to exercise from time to time Assigned Rights, (B) to issue drawdown notices and to require all or any portion of the BDC Commitment that has not been paid to the BDC (such unfunded BDC Commitment, the “Undrawn BDC Commitment”) to be contributed to the BDC for purposes of paying such funds to a lender or other creditor or holders of other obligations or guarantees, including by payment to an account or accounts pledged to a lender, a creditor or such holder, (C) to exercise any right or remedy of the BDC under this Subscription Agreement in respect of any Assigned Rights or in respect of any proper drawdown notice, purchases or Undrawn BDC Commitment, and (D) to enforce obligations of the BDC Purchasers under their respective Subscription Agreements, and (ii) take any other action the CompanyBDC reasonably determines to be necessary for the purpose of providing such Assigned Rights (collectively, clauses (i) and (ii), the “Lender Powers”); provided that any exercise of such Lender Powers with respect to Purchaser shall be made in accordance with this Subscription Agreement. In addition, the BDC is hereby authorized to provide to or receive from any lender or other creditors or holders of other obligations or guarantees, including any agent or trustee acting on their behalf, reasonable and customary financial information related to the Purchaser and other documentation reasonably and customarily required to incur or assume such indebtedness, subject to applicable law and in connection therewith, the Purchaser hereby agrees to cooperate with the BDC with respect to the provision of such information and documentation; provided, however, any such persons who receive such information shall be subject to confidentiality obligations with respect to such information substantially similar to Section 12. (c) To facilitate the BDC’s rights ability to issue Drawdown Notices, (iii) incur and maintain borrowings or other financings or similar obligations and to otherwise make available Assigned Rights and/or the Company’s right to exercise remedies against the Investors and the Other Investors for failure to pay any Lender Power for such Shares as required by borrowings or other financings or similar obligations, the Drawdown Notices, (iv) the deposit account into which the payments for such Shares will be wired on the applicable Drawdown Dates, and (v) any related collateral and proceeds thereof, (b) the Investor Purchaser acknowledges and agrees that the lender that: (or agent for the lenders) under a Subscription Facility is relying on each Investor’s Unused Capital Commitment as its primary source of repayment and may issue future Drawdown Notices and may exercise all remedies of the Company with respect thereto as part of such lenders’ remedies under the Subscription Facility, (ci) in the event of a failure by any Investor Purchaser to pay for such Sharesall or any portion of any Purchase Payment required to be made on the respective Purchase Date, in addition to the Lender Powers, the Company and such related creditor or lender is entitled may issue additional drawdown notices to pursue any and all remedies available to it under this Subscription Agreement, including issuing additional Drawdown Notices to non-Defaulting Investors other BDC Purchasers in order to make up any deficiency caused by the default of failure to fund the Investor, whose Purchase Payment and Purchaser’s ownership in the Company would BDC may be diluted as a result, provided that, for the avoidance of doubt, Purchaser shall not be required to fund to the BDC more than its Undrawn BDC Commitment, (dii) the Investor agrees that its obligation to fund Drawdown Notices pursuant to Section 2.01 the Purchase Payments on their respective Purchase Date is irrevocable, and shall be without setoff, counterclaim or defense of any kinddefense, including any defense pursuant to under Section 365 365(c) of the U.S. Bankruptcy Code Code, and (other than any defenses provided hereunder), (eiii) the Investor it has received full and adequate consideration on the date hereof for its Shares notwithstanding that they are to be paid and issued in subsequent installmentssubscription for the BDC Shares, and any defense of non-consideration or similar defenses for its subscription are hereby waived by the Investorirrevocably waived, whether in bankruptcy, insolvency, receivership or similar proceedings or otherwise, including any failure or inability of the Company BDC to issue BDC Shares or for any such BDC Shares to have positive value on value. (d) In connection with the date of a Drawdown Notice, (f) the Company may use the proceeds of any Share issuance for repaying outstanding loans under the Subscription Facility, (g) the Investor agrees that the Company may reveal the Investor’s identity on a confidential basis to the lenders under a Subscription Facility, (h) upon the reasonable request of the CompanyAssigned Rights, the Investor will provide the Company with copies of its financial statements to the extent such financial statements are not otherwise publically available and information about the Investor’s beneficial owners to enable the Company to comply with underwriting requests from any lender under a Subscription Facility, Purchaser agrees (i) any claim the Investor may have against the Company or another Investor in the Company shall be subordinate to any claim a lender provide all documentation and other information required by regulatory authorities under the Subscription Facility may have against the Company or such Investor, applicable “know-your-customer” and anti-money laundering rules and regulations as soon as reasonably practicable upon request and (jii) from time to time upon request, the Investor will provide to any lender under a Subscription Facility a certificate setting forth such Investor’s then Unused Capital Commitment, (k) it acknowledges and confirms that the terms of BDC may provide customary information regarding the applicable Subscription Facility and each agreement executed in connection therewith can be modified (including, without limitation, increases, decreases or renewals of credit extended, or the release of Purchaser as is reasonably requested by any guarantee or security) without further notice to such Investor and without its consentprospective lender; provided, however, that in no event shall any such modification of any such document alter an Investor’s rights or prospective lender shall be subject to confidentiality obligations hereunder without such Investor’s written consent, (l) each Investor acknowledges that the making and performance of its obligations hereunder constitute private and commercial acts rather than governmental or public acts, and that neither it nor any of its properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its obligations hereunder, and such information substantially similar to Section 12. (e) Notwithstanding anything herein to the extent that it may hereafter be entitled contrary, any lender or other person granted a lien with respect to claim any such immunity, or to the extent that there may be attributed to it such an immunity (whether or not claimed), unless otherwise agreed in writing by the Company, it hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity, (m) upon the withdrawal or transfer of the Investor’s interest in Assigned Rights and/or the Company in accordance with the terms hereof, such Investor acknowledges that it may right to exercise any Lender Power shall be required at the time of such withdrawal or transfer to fund a Drawdown Notice to repay amounts outstanding under the Subscription Facility equal to its share thereof; provided that such Investor shall not be required to fund a Drawdown Notice in excess of its Unused Capital Commitment, and (n) that the lenders under a Subscription Facility are third party beneficiaries intended beneficiary of this Subscription Agreement who may rely on and shall be entitled to enforce the Investor’s agreements in provisions of this Section 2.02 in providing a Subscription Facility to the Company4.

Pledging. (a) Without limiting the generality of the foregoing, the Investor specifically agrees and consents that the Company may, at any time, and without further notice to or consent from the Investor (except to the extent otherwise provided in this Subscription Agreement), grant security over (and, in connection therewith, Transfer (as defined in Section 4.01(c)(i8(d)) its some or all of the Unused Capital Commitments of the Investor, including the Company’s right to deliver Funding Notices or otherwise draw down capital from the Investor pursuant to Section 2.013, and the Company’s right to receive the Drawdown Share Purchase Price (and any related rights and remedies of the CompanyCompany related thereto), to lenders or other creditors or holders of other obligations or guarantees of the Company, in connection with any indebtedness, guarantee or surety of the CompanyCompany (such right of the Company with respect to the Investor and Other Investors, collectively, the “Assigned Rights”); provided provided, that, for the avoidance of doubt, any such grantee’s right to draw down Copy No.: For the Exclusive Use of: capital shall be subject to the limitations on the Company’s right to draw down capital pursuant to Section 2.01. 3; provided, further, that, for the avoidance of doubt, the Company may exclude from such Assigned Rights all or a portion of the Assigned Rights of any Investors that are officers or directors of the Company and certain other persons, to the extent restricted under, or considered by the Board to be necessary or desirable to facilitate compliance with, applicable laws or regulations, including the ERISA, the Investment Company Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended. (b) In connection with any such secured financing (a “Subscription Facility”)furtherance of Section 4(a) and without limiting the generality of the foregoing, the Investor specifically agreesagrees and consents that the Company may, in each case subject to such other conditions as the Company may reasonably determine, (i) authorize any lender or other creditors or holders of other obligations or guarantees of the Company, including any agent or trustee acting on their behalf, as agent and on behalf of the Company, or in such other capacity as the Company may specify (A) to exercise from time to time Assigned Rights, (B) to issue Funding Notices and to require all or any portion of such Unused Capital Commitment to be contributed to the Company for the benefit purposes of paying such funds to a lender or other creditor or holders of other obligations or guarantees, including by payment to an account or accounts pledged to a lender, a creditor or such holder, (C) to exercise any right or remedy of the Company under this Subscription Agreement in respect of any Assigned Rights or in respect of any Funding Notice, capital contributions or Unused Capital Commitment, and (D) to enforce the Investors’ obligations under their respective Subscription Agreements, and (ii) take any other action the Company reasonably determines to be necessary for the purpose of providing such lendersAssigned Rights (collectively, to the following: (a) The Company may incur indebtedness for Company purposes pursuant to a Subscription Facility and secure such facility by clauses (i) the Unused Capital Commitments, and (ii), the “Lender Powers”); provided that any exercise of such Lender Powers shall be made in accordance with this Subscription Agreement. In addition, the Company is hereby authorized to provide to or receive from any lender or other creditors or holders of other obligations or guarantees, including any agent or trustee acting on their behalf, financial information related to the Investor, subject to applicable law. (c) To facilitate the Company’s rights ability to issue Drawdown Notices, (iii) incur and maintain borrowings or other financings or similar obligations and to otherwise make available Assigned Rights and/or the Company’s right to exercise remedies against the Investors and the Other Investors for failure to pay any Lender Power for such Shares as required by the Drawdown Noticesborrowings or other financings or similar obligations, (iv) the deposit account into which the payments for such Shares will be wired on the applicable Drawdown Dates, and (v) any related collateral and proceeds thereof, (b) the Investor acknowledges and agrees that the lender that: (or agent for the lenders) under a Subscription Facility is relying on each Investor’s Unused Capital Commitment as its primary source of repayment and may issue future Drawdown Notices and may exercise all remedies of the Company with respect thereto as part of such lenders’ remedies under the Subscription Facility, (ci) in the event of a failure by any Investor to pay for all or any portion of the purchase price due from such SharesInvestor on any Capital Drawdown Date, in addition to the Lending Powers, the Company and such related creditor or lender is entitled to pursue any and all remedies available to it under this Subscription Agreement, including issuing may issue additional Drawdown Funding Notices to non-Defaulting all other Investors in order to make up any deficiency caused by the default failure of the Investorsuch Investor to pay, whose ownership in the Company would be diluted as a result, provided that no Investor is required to fund more than its Unused Capital Commitments, (dii) the Investor agrees that its obligation to fund Drawdown Funding Notices pursuant to Section 2.01 3 is irrevocable, and shall be without setoff, counterclaim or defense of any kinddefense, including any defense pursuant to under Section 365 365(c) of the U.S. Bankruptcy Code (other than any defenses provided hereunder)Code, (eiii) the Investor it has received full and adequate consideration on the date hereof for its Shares notwithstanding that they are to be paid and issued in subsequent installmentssubscription for the Shares, and any defense of non-consideration or similar defenses for its subscription are hereby waived by the Investorirrevocably waived, whether in bankruptcy, insolvency, receivership or similar proceedings or otherwise, including any failure or inability of the Company to issue Shares or for any such Shares to have positive value on value; (iv) any claims that it may have against the date Company, shall be subordinated to any payment due to lenders or other creditors or holders of a Drawdown Noticeother obligations or guarantees of the Company under such borrowings or other financings or Copy No.: For the Exclusive Use of: similar obligations; (v) it may be required to execute and deliver such documents and take such actions as may be necessary or desirable, as determined by the Company in its sole discretion, to obtain, maintain and comply with the terms of such borrowings or other financings or similar obligations; and (fvi) the Company may use the proceeds provide a lender or other creditor or holder of any Share issuance for repaying outstanding loans under the Subscription Facility, (g) the Investor agrees that the Company may reveal the Investor’s identity on a confidential basis to the lenders under a Subscription Facility, (h) upon the reasonable request other obligations or guarantees of the Company, the Investor will provide the Company with copies of its financial statements the right to receive detailed due diligence and credit related information regarding the Investor. (d) Notwithstanding anything herein to the extent such financial statements are not otherwise publically available contrary, any lender or other person granted a lien with respect to any of the Assigned Rights and/or the right to exercise any Lender Power shall be intended beneficiary of this Subscription Agreement and information about shall be entitled to enforce the Investor’s beneficial owners provisions of this Section 4. (e) The Investor agrees to enable cooperate with the Company and provide financial information and other documentation reasonably and customarily required to comply with underwriting requests from obtain any lender under a Subscription Facility, (i) credit facility or other financing arrangement. The Company may deliver any claim the Investor may have against financial or other information relating to the Company or another any Investor in the Company shall be subordinate to any claim a lender under the Subscription Facility may have against the Company or such Investor, (j) from time to time upon request, the Investor will provide to any lender under a Subscription Facility a certificate setting forth any borrowings or other indebtedness as such Investor’s then Unused Capital Commitment, (k) it acknowledges and confirms that the terms of the applicable Subscription Facility and each agreement executed in connection therewith can be modified (including, without limitation, increases, decreases or renewals of credit extended, or the release of any guarantee or security) without further notice to such Investor and without its consent; provided, however, that in no event shall any such modification of any such document alter an Investor’s rights or obligations hereunder without such Investor’s written consent, (l) each Investor acknowledges that the making and performance of its obligations hereunder constitute private and commercial acts rather than governmental or public acts, and that neither it nor any of its properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its obligations hereunder, and to the extent that it lender may hereafter be entitled to claim any such immunity, or to the extent that there may be attributed to it such an immunity (whether or not claimed), unless otherwise agreed in writing by the Company, it hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity, (m) upon the withdrawal or transfer of the Investor’s interest in the Company in accordance with the terms hereof, such Investor acknowledges that it may be required at the time of such withdrawal or transfer to fund a Drawdown Notice to repay amounts outstanding under the Subscription Facility equal to its share thereof; provided that such Investor shall not be required to fund a Drawdown Notice in excess of its Unused Capital Commitment, and (n) that the lenders under a Subscription Facility are third party beneficiaries of this Subscription Agreement who may rely on the Investor’s agreements in this Section 2.02 in providing a Subscription Facility to the Companyrequest.