Common use of Revolving Credit Facility; Approval Requests Clause in Contracts

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Collateral Asset (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or to request additional information regarding any proposed Collateral Asset. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five (5) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five (5) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral Asset. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in an aggregate principal amount at any one time outstanding up to but not exceeding such Xxxxxx’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).

Revolving Credit Facility; Approval Requests. (a) The Collateral Manager, on behalf of the Borrower, shall, on or prior to the second Business Day preceding the proposed trade date of each proposed Acquisition Date acquisition of any Collateral Asset Loans (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral AgentBorrower) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset specified in Exhibit A (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(sLoan(s) being acquired delivered on or prior to 11:00 a.m. on the second Business Day preceding the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or and to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral AdministratorAgent) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five (5) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset Loan by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset Loan unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence)approval, the Administrative Agent has not withdrawn its approval at least five (5) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (each, an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such XxxxxxLender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Collateral Asset (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or to request additional information regarding any proposed Collateral Asset. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five (5) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five (5) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral Asset. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in an aggregate principal amount at any one time outstanding up to but not exceeding such Xxxxxx’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e2.02(c), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Consent Collateral Asset (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the EquityholderLoan, or by an in-kind contribution of Collateral Assets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or discretion. The Administrative Agent shall also have the right to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager Servicer and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager Servicer and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Consent Collateral Asset Loan by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral ManagerServicer. If the Borrower has not entered into a binding obligation to purchase such Consent Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) Loan within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Consent Collateral Asset Loan or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Consent Collateral Asset Loan until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Consent Collateral Asset Loan unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Consent Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (each, an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (x) in the case of Advances, such Xxxxxx’s Commitment and (y) in the aggregate, such Xxxxxx’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and or on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall, which amount may include proceeds from Advances. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e2.02(d), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate). Notwithstanding anything to the contrary herein, no Advance shall be made in an Eligible Currency other than Dollars until the Securities Intermediary has confirmed that all Covered Accounts for the Borrower in such Eligible Currency have been opened.

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Collateral Asset (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or to request additional information regarding any proposed Collateral Asset. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or USActive 59109857.15 rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral Asset. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower to finance the purchase or origination of Eligible Collateral Assets (each, an “Advance”) ), in each case from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (x) in the case of each Lender, such XxxxxxLender’s Commitment andCommitment, as to (y) in the case of all Lenders, in an the aggregate principal amount up to but not exceeding the of all Commitments hereunder, or (z) any applicable Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account ShortfallShortfall and may request an Advance hereunder for such amount pursuant to the terms hereof. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e2.02(d), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate). USActive 59109857.15 Notwithstanding anything to the contrary herein, no Advance shall be made in an Eligible Currency other than Dollars until the Securities Intermediary has confirmed that all Covered Accounts for the Borrower in such Eligible Currency have been opened.

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to the Business Day of each proposed Acquisition Date trade date of any each proposed acquisition of one or more Collateral Asset Loans submit an asset approval request for such Collateral Loans through the Citi Velocity Website (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewithsuch request, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(sLoan(s) being acquired delivered on or prior to 11:00 a.m. on the third Business Day preceding the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or and to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) through the Citi Velocity Website whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five one (51) Business Days Day prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset Loan by written notice (including via e-mailmail or the Citi Velocity Website) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five (5) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (each, an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such XxxxxxLender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and or on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. The Unfunded Reserve Account Shortfall may be funded with Advances to the Borrower and contributions from the Equityholder. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate)Base.

Revolving Credit Facility; Approval Requests. (a) The Servicer, on behalf of the Borrower, shall, on or prior to the Business Day preceding the proposed trade date of each proposed Acquisition Date acquisition of any Collateral Asset Loans (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets Loans contributed by the Equityholder) provide to ), submit an asset approval request for such Collateral Loans through the Citi Velocity website located at xxx.xxxxxxxxxxxx.xxx, any successor website notified by the Administrative Agent or by any other method acceptable to a successor Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewithsuch request, an “Approval Request”). Such approval Approval Request may take the form of a standing list of pre-approved assets for approval containing the characteristics of each preapproved such asset (other than purchase price), together with a notice of intention to trade containing the par amount amount, Bid Depth and purchase price of the Collateral Asset(sLoan(s) being acquired delivered on or prior to 11:00 a.m. on the Business Day preceding the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or (which approval may take the form of a standing list of pre-approved assets) and to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager Servicer and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mailemail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five (5) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset by written notice (including via e-mail) of such withdrawal from the Administrative Agent with a copy to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretionAgent). If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five (5) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (each, an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such XxxxxxLender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to the third Business Day prior to each proposed Acquisition Date trade date of any each proposed acquisition of one or more Collateral Asset Loans (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets Loans contributed by the EquityholderEquityholder or any combination thereof) provide to submit an asset approval request for such Collateral Loans through the Administrative Agent Citi Velocity website located at xxx.xxxxxxxxxxxx.xxx (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewithsuch request, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(sLoan(s) being acquired delivered on or prior to 11:00 a.m. on the third Business Day preceding the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or and to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly (and in any event within ten (10) Business Days after receipt by the Administrative Agent of all required information and documentation documentation; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request) notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset Loan by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset Loan unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence)approval, the Administrative Agent has not withdrawn its approval by written notification to the Borrower at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (each, an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such XxxxxxLender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and or on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. The Unfunded Reserve Account Shortfall may be funded with Advances to the Borrower and capital contributions by the Equityholder. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no any such Advance may cause to the Advances Outstanding to Borrower shall not exceed the Borrowing Base (Aggregate)Base.

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Collateral Asset (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder Equityholder, the Collateral Administrator and the Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or to request additional information regarding any proposed Collateral Asset. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral Asset. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in an aggregate principal amount at any one time outstanding up to but not exceeding such Xxxxxx’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account Accounts is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Accounts Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account Accounts an amount equal to the Unfunded Reserve Account Accounts Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account Accounts where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e2.02(d), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate). Notwithstanding anything to the contrary herein, no Advance shall be made in an Eligible Currency other than Dollars until the Securities Intermediary has confirmed that all Covered Accounts for the Borrower in such Eligible Currency have been opened.

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date acquisition of any Collateral Asset Loans (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets Loans contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral AgentManager) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or and to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly (and in any event within seven (7) Business Days after receipt by the Administrative Agent of all required information and documentation documentation; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request) notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset Loan by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset Loan unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence)approval, the Administrative Agent has not withdrawn its approval at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (each, an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such XxxxxxLender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Collateral Asset Loan (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets Loans contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(sLoan(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset Loan by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) Loan within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such -57- USActive 55502425.1255502425.13 Collateral Asset Loan or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset Loan until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset Loan unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (x) to finance the purchase or origination of Middle Market Loans (each, an “AdvanceAdvance (MM)”) and (y) to finance the purchase or origination of other Eligible Collateral Loans (each, an “Advance (Other)”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (x) in the case of Advances (MM), such XxxxxxLender’s Commitment (MM), (y) in the case of Advances (Other), such Lender’s Commitment (Other), and (z) in the aggregate such Lender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Collateral Asset LoanAsset (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets LoansAssets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(sLoan(Asset(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or to request additional information regarding any proposed Collateral AssetLoanAsset. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset LoanAsset by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) LoanAsset within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset LoanAsset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset LoanAsset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset LoanAsset unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoanAsset . (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower to (x) finance the purchase or origination of Eligible Collateral LoansAssets that are Middle Market Loans and/or Private Credit Loans (each, an “AdvanceAdvance (Specified)”) and (y) finance the purchase or origination of other Eligible Collateral LoansAssets (each, an “Advance (Other)”), in each case from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (x) in the case of Advances (Specified), such XxxxxxLender’s Commitment (Specified), (y) in the case of Advances (Other), such Lender’s Commitment (Other) and (z) in the aggregate, such Lender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Collateral Asset (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder Equityholder, the Collateral Administrator and the Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or to request additional information regarding any proposed Collateral Asset. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-re- submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral Asset. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in an aggregate principal amount at any one time outstanding up to but not exceeding such Xxxxxx’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account Accounts is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Accounts Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account Accounts an amount equal to the Unfunded Reserve Account Accounts Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account Accounts where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e2.02(d), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate). Notwithstanding anything to the contrary herein, no Advance shall be made in an Eligible Currency other than Dollars until the Securities Intermediary has confirmed that all Covered Accounts for the Borrower in such Eligible Currency have been opened.

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Collateral Asset Loan (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets Loans contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(sLoan(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset Loan by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) Loan within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset Loan or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset Loan until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset Loan unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower to (x) finance the purchase or origination of Eligible Collateral Loans that are Middle Market Loans and/or Private Credit Loans (each, an “AdvanceAdvance (Specified)”) and (y) finance the purchase or origination of other Eligible Collateral Loans (each, an “Advance (Other)”), in each case from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (x) in the case of Advances (Specified), such XxxxxxLender’s Commitment (Specified), (y) in the case of Advances (Other), such Lender’s Commitment (Other) and (z) in the aggregate, such Lender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to the third Business Day prior to each proposed Acquisition Date trade date of any each proposed acquisition of one or more Collateral Asset Loans (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets Loans contributed by the EquityholderEquityholder or any combination thereof) provide to submit an asset approval request for such Collateral Loans through the Administrative Agent Citi Velocity website located at wxx.xxxxxxxxxxxx.xxx (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewithsuch request, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(sLoan(s) being acquired delivered on or prior to 11:00 a.m. on the third Business Day preceding the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or and to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly (and in any event within ten (10) Business Days after receipt by the Administrative Agent of all required information and documentation documentation; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request) notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset Loan by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset Loan unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence)approval, the Administrative Agent has not withdrawn its approval by written notification to the Borrower at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (each, an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such XxxxxxLender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and or on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. The Unfunded Reserve Account Shortfall may be funded with Advances to the Borrower and capital contributions by the Equityholder. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no any such Advance may cause to the Advances Outstanding to Borrower shall not exceed the Borrowing Base (Aggregate)Base.

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Collateral Asset (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or to request additional information regarding any proposed Collateral Asset. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or USActive 59109857.10 rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral Asset. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower to finance the purchase or origination of Eligible Collateral Assets (each, an “Advance”) ), in each case from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (x) in the case of each Lender, such XxxxxxLender’s Commitment andCommitment, as to (y) in the case of all Lenders, in an the aggregate principal amount up to but not exceeding the of all Commitments hereunder, or (z) any applicable Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account ShortfallShortfall and may request an Advance hereunder for such amount pursuant to the terms hereof. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e2.02(d), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).

Revolving Credit Facility; Approval Requests. (a) The Borrower, shall, on or prior to each proposed Acquisition Date of any Collateral Asset Loan (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets Loans contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral Agent) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(sLoan(s) being acquired delivered on or prior to 11:00 a.m. on the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral Administrator) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if the Administrative Agent shall fail to so notify the Collateral Manager and the Borrower, the Administrative Agent shall be deemed to have rejected such Approval Request. Any approval may be withdrawn at any time at least five three (53) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset Loan by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) Loan within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset Loan or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset Loan until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset Loan unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence), the Administrative Agent has not withdrawn its approval at least five three (53) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (x) to finance the purchase or origination of Middle Market Loans (each, an “AdvanceAdvance (MM)”) and (y) to finance the purchase or origination of other Eligible Collateral Loans (each, an “Advance (Other)”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (x) in the case of Advances (MM), such XxxxxxLender’s Commitment (MM), (y) in the case of Advances (Other), such Lender’s Commitment (Other), and (z) in the aggregate such Lender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).

Revolving Credit Facility; Approval Requests. (a) The Collateral Manager, on behalf of the Borrower, shall, on or prior to each proposed Acquisition Date acquisition of any Collateral Asset Loans (whether proposed to be funded by an Advance or by the use of the cash proceeds contributed by the Equityholder, or by an in-kind contribution of Collateral Assets contributed by the Equityholder) provide to the Administrative Agent (with a copy to the Equityholder and Collateral AgentBorrower) a notice by electronic mail either in the form of Exhibit A hereto or containing the information set forth in Exhibit A hereto (together with any attachments or responses required in connection therewith, an “Approval Request”). Such approval may take the form of a standing list of pre-approved assets containing the characteristics of each preapproved pre-approved asset specified in Exhibit A (other than purchase price), together with a notice of intention to trade containing the par amount and purchase price of the Collateral Asset(sLoan(s) being acquired delivered on or prior to 11:00 a.m. on the second Business Day preceding the proposed trade date. (b) Subject to Section 2.05(c), the The Administrative Agent shall have the right to approve or reject any Approval Request in its sole discretion and/or and to request additional information regarding any proposed Collateral AssetLoan. The Administrative Agent shall promptly after receipt by the Administrative Agent of all required information and documentation notify the Collateral Manager and the Borrower (with a copy to the Collateral Agent and the Collateral AdministratorAgent) in writing (including via electronic mail) whether each Approval Request has been approved or rejected; provided that if . If the Borrower provides an Approval Request to the Administrative Agent shall fail on or prior to so notify the Collateral Manager and the Borrower12:00 noon on a Business Day, the Administrative Agent shall be deemed use commercially reasonable efforts to have rejected approve or reject such Approval RequestRequest no later than 3:00 p.m. on such Business Day. If the Borrower provides an Approval Request to the Administrative Agent after 12:00 noon on a Business Day, the Administrative Agent shall use commercially reasonable efforts to approve or reject such Approval Request no later than 12:00 noon on the following Business Day. Any approval may be withdrawn at any time at least five (5) Business Days prior to the time at which the Borrower actually becomes obligated to purchase or enter into documents governing such proposed Collateral Asset Loan by written notice (including via e-mail) of such withdrawal from the Administrative Agent to the Collateral Manager. If the Borrower has not entered into a binding obligation to purchase such Collateral Asset (or, with respect to any Participation Interest in a Collateral Asset, to enter into a participation with respect thereto) within thirty (30) Business Days of the date of such approval or a material and adverse change occurs with respect to such Collateral Asset or the related Obligor, then, except as provided in the next succeeding sentence, the Borrower shall re-submit an Approval Request and shall not be authorized to purchase such proposed Collateral Asset until the Administrative Agent approves such updated Approval Request in its sole discretion. If the Administrative Agent has rejected an Approval Request, or withdrawn or withheld its approval of any such request, then the Borrower shall not be authorized to purchase such proposed Collateral Asset Loan unless, in the case of a withdrawn approval (including any withdrawal or requirement to re-submit an Approval Request pursuant to the immediately preceding sentence)approval, the Administrative Agent has not withdrawn its approval at least five (5) Business Days prior to the time at which the Borrower enters into a commitment to purchase such proposed Collateral AssetLoan. (c) On the terms and subject to the conditions hereinafter set forth, including Article III, each Lender severally agrees to make loans to the Borrower (each, an “Advance”) from time to time on any Business Day during the Reinvestment Period, on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such XxxxxxLender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Borrowing Base (Aggregate) as then in effect. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. Notwithstanding anything to the contrary herein, if, upon the occurrence of an Event of Default and on the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the Unfunded Exposure Amount (such amount, the “Unfunded Reserve Account Shortfall”), the Borrower shall cause to be deposited in the Unfunded Reserve Account an amount equal to the Unfunded Reserve Account Shortfall. Following receipt of a Notice of Borrowing relating to the foregoing (which shall specify the account details of the Unfunded Reserve Account where the funds will be made available), each Lender shall fund its pro rata portion of such Advances in accordance with Section 2.02(e), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate).