Common use of Sale, Transfer and Assignment Clause in Contracts

Sale, Transfer and Assignment. (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunder, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby Purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes), in the property identified in clauses (i) - (iv) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, the “Collateral”): (i) the Collateral Obligations listed on each Loan List delivered by the Seller to the Buyer from time to time pursuant to this Agreement and all monies due, to become due or paid in respect of such Collateral Obligations on and after the related Purchase Date, including but not limited to all Collections and other recoveries thereon, in each case as they arise after the related Purchase Date; (ii) all Liens and Related Property with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations referred to in clause (i) above; and (iv) all income and proceeds of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a transaction arranged and underwritten by the Seller or any Collateral Obligation acquired by the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral Obligation. (b) From and after each Purchase Date, the Collateral listed on the relevant Loan List shall be deemed to be Collateral hereunder. (c) On any Purchase Date and on the Advance Date with respect to the Collateral to be acquired or financed by the Buyer on that date, as applicable, the Seller shall be deemed to, and hereby does, reaffirm and certify to the Buyer, the Collateral Agent, on behalf of the Secured Parties, and the Facility Agent, as of such Purchase Date or such Advance Date, as applicable, that each of the representations and warranties in Section 4.02 is true and correct as of such Purchase Date or such Advance Date, as applicable. (d) Except as specifically provided in this Agreement, the sale and purchase of Collateral under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. (e) In connection with each Purchase of Collateral as contemplated by this Agreement, the Buyer hereby directs the Seller to, and the Seller agrees that it will Deliver, or cause to be Delivered, to the Custodian, each Collateral Obligation being transferred to the Buyer on such Purchase Date in accordance the applicable provisions of the Credit Agreement. The Seller shall take such action requested by the Buyer or the Facility Agent, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit Agreement have an enforceable and perfected security interest in the Collateral Purchased by the Buyer as contemplated by this Agreement, including after the BDC Election Date, filing a UCC-3 financing statement to amend the name of the Seller, as debtor in connection with the UCC financing statement filed on the Closing Date with respect to this Agreement. (f) In connection with the Purchase by the Buyer of the Collateral as contemplated by this Agreement, the Seller further agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files and its financial statements, on or prior to each Purchase Date, that such Collateral has been Purchased by the Buyer in accordance with this Agreement. (g) The Seller further agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan List (which shall contain the related Principal Balance, outstanding principal balance, loan number and Obligor name for each Collateral Obligation) as of the related Purchase Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to time. (h) It is the intention of the parties hereto that the conveyance of all right, title and interest in and to the Collateral to the Buyer as provided in Section 2.01 shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Insolvency Event with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Obligations and the other Collateral to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.01 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a duly perfected, first priority “security interest” within the meaning of Article 9 of the UCC in all right, title and interest in and to the Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Collateral together with all of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulative.

Sale, Transfer and Assignment. (a) On From time to time, the Originator and the Buyer may agree that the Originator will sell, and the Buyer, will buy certain Assets. Subject to the terms and subject to the conditions set forth in this Agreement (including herein, and subject to satisfaction of the conditions to purchase precedent set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunder, the Seller hereby sellsOriginator agrees to sell, transferstransfer, assignsset over, sets over and otherwise conveys convey to the Buyer, and the Buyer hereby Purchases and takes from agrees to purchase, without recourse except as provided herein, on the Seller applicable Purchase Date, all of the Originator’s right, title and interest (whether now owned or hereafter acquired or arising in, to and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes), in under the property identified in clauses (i) - (iv) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, the “CollateralAssets”): (i) identified on Schedule I to the Collateral Obligations listed on each Loan List related Assignment executed and delivered by the Seller to Originator and the Buyer from time to time pursuant to this Agreement and all monies due, to become due or paid in respect of such Collateral Obligations on and after the related Purchase Date, including but not limited to all Collections and other recoveries thereon, in each case as they arise after the related Purchase Date; (ii) all Liens and Related Property with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations referred to in clause (i) above; and (iv) all income and proceeds of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a transaction arranged and underwritten by the Seller or any Collateral Obligation acquired by the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral ObligationBuyer. (b) From and after each Purchase Date, the Collateral listed on the relevant Loan List shall be deemed to be Collateral hereunder. (c) On any Purchase Date and on the Advance Date with respect to the Collateral Assets to be acquired or financed by the Buyer on that date, as applicable, the Seller Originator shall be deemed to, and hereby does, reaffirm and certify to the Buyer, Buyer and the Collateral Agent, on behalf Agent as assignee of the Secured Parties, and the Facility AgentBuyer, as of such Purchase Date or such Advance Date, as applicable, that each of the representations and warranties in Section 4.02 is true and correct as of such Purchase Date or such Advance Date, as applicable. (dc) Except as specifically provided in this Agreement, the sale and purchase of Collateral Assets under this Agreement shall be without recourse to the SellerOriginator; it being understood that the Seller Originator shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by the Seller Originator pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller Originator for the credit risk of the Obligors. (ed) In connection with each Purchase of Collateral Assets as contemplated by this Agreement, the Buyer hereby directs the Seller Originator to, and the Seller Originator agrees that it will Deliverdeliver, or cause to be Delivereddelivered, to the Custodian, as agent and custodian for the Collateral Agent, as assignee of the Buyer, each Collateral Obligation Asset being transferred to the Buyer on such Purchase Date in accordance the applicable provisions of the Credit AgreementDate. The Seller Originator shall take such action requested by the Buyer or the Facility Collateral Agent, as assignee of the Buyer, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit Agreement have an enforceable and perfected security interest in the Collateral Assets Purchased by the Buyer as contemplated by this Agreement, including after the BDC Election Date, filing a UCC-3 financing statement to amend the name of the Seller, as debtor in connection with the UCC financing statement filed on the Closing Date with respect to this Agreement. (fe) In connection with the Purchase by the Buyer of the Collateral Assets as contemplated by this Agreement, the Seller Originator further agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files and its financial statements, on or prior to each Purchase Date, that such Collateral Asset has been Purchased by the Buyer in accordance with this Agreement. (g) The Seller further agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan List (which shall contain the related Principal Balance, outstanding principal balance, loan number and Obligor name for each Collateral Obligation) as of the related Purchase Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to time. (hf) It is the intention of the parties hereto that the conveyance of all right, title and interest in and to the Collateral Assets to the Buyer as provided in Section 2.01 shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien lien, claim or encumbrance (other than Permitted Liens) and that the Collateral Assets shall not be part of the SellerOriginator’s bankruptcy estate in the event of an Insolvency Event with respect to a bankruptcy of the SellerOriginator. Furthermore, it is not intended that such conveyance be deemed the grant of a pledge of security interest in the Collateral Obligations and the other Collateral Assets to the Buyer to secure a debt or other obligation of the SellerOriginator. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.01 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller Originator hereby grants to the Buyer a duly perfected, first priority “security interest” interest (within the meaning of Article 9 of the UCC UCC) in all of its right, title and interest in and to the Collateral, now existing and hereafter created, Assets transferred by the Originator to the Buyer hereunder to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Collateral together with all of the other obligations of the Seller Originator hereunder. The To the extent it is determined by a court of competent jurisdiction that the conveyance provided for in this Section 2.01 is a transfer for security, the Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulative.

Sale, Transfer and Assignment. (a) On Transfer from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer on each Purchase Date. (i) Subject to and upon the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on each Purchase Date, (x) Date with respect to the items of Collateral conveyed on such Purchase Date by the Seller to the Intermediate Seller hereunder, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the BuyerIntermediate Seller, and the Buyer Intermediate Seller hereby Purchases purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Loan Obligation or Delayed Drawdown Collateral Loan Obligation conveyed by the Seller to Buyer the Intermediate Seller hereunder which obligations Buyer the Intermediate Seller hereby assumes) in such Collateral. (ii) Subject to and upon the terms and conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), and (y) in all other cases, on each Purchase Date with respect to the items of Collateral Purchased conveyed on such Purchase Date by the Intermediate Seller to the Buyer hereunder, the Intermediate Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby Purchases purchases and takes from the Intermediate Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Intermediate Seller (including all obligations of the Intermediate Seller as lender to fund any Revolving Collateral Loan Obligation or Delayed Drawdown Collateral Loan Purchased Obligation conveyed by the Intermediate Seller to the Buyer hereunder which obligations the Buyer hereby assumes), ) in the property identified in clauses (i) - (iv) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, the “such Collateral”): (i) the Collateral Obligations listed on each Loan List delivered by the Seller to the Buyer from time to time pursuant to this Agreement and all monies due, to become due or paid in respect of such Collateral Obligations on and after the related Purchase Date, including but not limited to all Collections and other recoveries thereon, in each case as they arise after the related Purchase Date; (ii) all Liens and Related Property with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations referred to in clause (i) above; and (iv) all income and proceeds of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a transaction arranged and underwritten by the Seller or any Collateral Obligation acquired by the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral Obligation. (b) From and after each Purchase Date, the Collateral listed on the relevant Loan List shall be deemed to be Collateral hereunder. (c) On any Purchase Date and on the Advance Date with respect to the Collateral to be acquired or financed by the Buyer on that date, as applicable, the Seller shall be deemed to, and hereby does, reaffirm and certify to the Buyer, Buyer and to the Collateral AgentTrustee, on behalf of the Secured Parties, and the Facility Agent, as of such Purchase Date or such Advance Date, as applicable, that each of the representations and warranties in Section 4.02 is true and correct in all material respects as of such Purchase Date or such Advance Date, as applicable. (d) Except as specifically provided in this Agreement, the sale and purchase of Collateral under this Agreement shall be without recourse to the Seller or the Intermediate Seller; it being understood that the Seller and the Intermediate Seller shall be liable (individually and not jointly) to the Buyer for all representations, warranties, covenants representations and indemnities warranties made by the Seller and the Intermediate Seller, respectively, pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller or the Intermediate Seller for the credit risk of the Obligors. (e) In connection with each Purchase of Collateral from the Intermediate Seller to the Buyer on each Purchase Date as contemplated by this Agreement, the Buyer hereby directs the Intermediate Seller to, and the Intermediate Seller hereby directs the Seller to, and the Seller agrees that it will Deliverwill, Deliver in accordance with the Indenture, or cause to be DeliveredDelivered in accordance with the Indenture (on behalf of the Buyer), to the CustodianCustodian (with a copy to the Trustee), each Collateral Obligation being transferred to the Buyer on such Purchase Date in accordance with the applicable provisions of the Credit Agreement. Indenture. (f) The Seller and/or the Intermediate Seller, as applicable, shall take such action requested by the Buyer or the Facility AgentBuyer, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit Agreement Indenture have an enforceable and perfected security interest in the Collateral Purchased purchased by the Buyer as contemplated by this Agreement, including after the BDC Election Date, filing a UCC-3 financing statement to amend the name of the Seller, as debtor in connection with the UCC financing statement filed on the Closing Date with respect to this Agreement. (fg) In connection with the Purchase by the Buyer of the Collateral as contemplated by this Agreement, with respect to the Collateral purchased on each Purchase Date from the Intermediate Seller by the Buyer in accordance with this Agreement, each of the Seller further and the Intermediate Seller, as applicable, agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files on and its financial statements, on or prior to after each such Purchase Date, that such Collateral has been Purchased purchased by the Intermediate Seller and/or the Buyer, as applicable, and the Seller agrees that it will indicate clearly and unambiguously on and after the related Purchase Date in its financial statements that such Collateral is owned by the Buyer in accordance with this Agreementand is not available to pay creditors of the Seller. (gh) The Seller further agrees to deliver to the Intermediate Seller and the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan List (which shall contain the related Principal Balance, outstanding principal balance, loan number and Obligor name for each Collateral Obligation) as of the related Purchase Date. Such file or list shall be marked as Schedule I 1 or Schedule 2, as applicable, to this Agreement, shall be delivered to the Buyer Intermediate Seller and/or the Buyer, as applicable, as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement Agreement, as such Schedule I 1 or Schedule 2 may be supplemented and amended from time to time. In addition, with respect to each Collateral Obligation sold by the Seller to the Buyer hereunder (through the Intermediate Seller and in accordance with the various steps described in this Agreement), the Seller shall deliver to the Buyer (through the Intermediate Seller) an assignment of such Collateral Obligation substantially in the form of Exhibit A hereto. (hi) [Reserved]. (j) For administrative convenience, (i) Collateral Obligations being transferred from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer may settle directly from the Seller to the Buyer, (ii) Collateral Obligations being transferred first from the Seller to the Intermediate Seller and second from the Intermediate Seller to the Buyer may settle directly from the Seller to the Buyer, (iii) Collateral Obligations being acquired by the Seller from any seller and then sold first by such seller to the Seller and second by the Seller to the Intermediate Seller and third from the Intermediate Seller to the Buyer may settle directly from such seller to the Buyer and (iv) any of the steps or transfers of cash or assets described in this clause (m) that take place on the same day may be made on a net basis (any amounts owing by one party may be offset by amounts owed to such party, and vice versa). (k) It is the intention of the parties hereto that the conveyance of all right, title and interest in and to the Collateral to the Buyer by the Intermediate Seller and to the Intermediate Seller by the Seller as provided in this Section 2.01 shall is intended and shall, in each and every case, constitute an absolute sale, assignment, conveyance and transfer of ownership of such Collateral conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral shall not be part of the Seller’s or the Intermediate Seller’s, as applicable, bankruptcy estate in the event of an Insolvency Event any bankruptcy or insolvency proceedings with respect to the Seller or the Intermediate Seller, as applicable. Furthermore, it is not intended that any such conveyance be deemed a pledge of the Collateral Obligations and the other Collateral to the Buyer Intermediate Seller or the Buyer, as applicable, to secure a debt or other obligation of the Intermediate Seller or the Seller. , as applicable. (l) If, however, notwithstanding the intention of the partiesparties set forth in Section 2.01(n), any of the conveyance conveyances provided for in this Section 2.01 is by the Seller or the Intermediate Seller, as applicable, are determined to be a transfer for securityto secure indebtedness, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and UCC. With respect to the Collateral related to Schedule 1 hereunder, (A) the Seller hereby grants to the Buyer Intermediate Seller (and the Intermediate Seller hereby assigns to the Buyer), and the Intermediate Seller hereby grants to the Buyer, as the case may be, a duly perfected, first priority “security interest” within the meaning of Article 9 of the UCC in all of its right, title and interest in and to the such Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of such Collateral, (B) the Collateral together with all of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Lawapplicable law with respect thereto, which rights and remedies shall be cumulative, and (C) the Seller authorizes the Buyer, the Intermediate Seller authorizes the Buyer, and, so long as the Payment in Full Date has not occurred, each of the Seller and Intermediate Seller authorize the Trustee on behalf of the Secured Parties to file UCC financing statements and amendments, as necessary, naming the Seller as “debtor,” the Intermediate Seller as “debtor” or “assignor secured party,” as applicable, the Buyer as “assignor secured party” or “assignee secured party” and the Trustee as “assignee secured party” or similar applicable designations, each describing such Collateral, in each jurisdiction that the Buyer deems necessary in order to protect the security interests in the Collateral granted under this Section 2.01(o).

Sale, Transfer and Assignment. (a) On From time to time, the Originator and the Buyer may agree that the Originator will sell, and the Buyer, will buy certain Assets. Subject to the terms and subject to the conditions set forth in this Agreement (including herein, and subject to satisfaction of the conditions to purchase precedent set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunder, the Seller hereby sellsOriginator agrees to sell, transferstransfer, assignsset over, sets over and otherwise conveys convey to the Buyer, and the Buyer hereby Purchases and takes from agrees to purchase, without recourse except as provided herein, on the Seller applicable Purchase Date, all of the Originator’s right, title and interest (whether now owned or hereafter acquired or arising in, to and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes), in under the property identified in clauses (i) - (iv) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, the “CollateralAssets”): (i) identified on Schedule I to the Collateral Obligations listed on each Loan List related Assignment executed and delivered by the Seller to Originator and the Buyer from time to time pursuant to this Agreement and all monies due, to become due or paid in respect of such Collateral Obligations on and after the related Purchase Date, including but not limited to all Collections and other recoveries thereon, in each case as they arise after the related Purchase Date; (ii) all Liens and Related Property with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations referred to in clause (i) above; and (iv) all income and proceeds of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a transaction arranged and underwritten by the Seller or any Collateral Obligation acquired by the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral ObligationBuyer. (b) From and after each Purchase Date, the Collateral listed on the relevant Loan List shall be deemed to be Collateral hereunder. (c) On any Purchase Date and on the Advance Date with respect to the Collateral Assets to be acquired or financed by the Buyer on that date, as applicable, the Seller Originator shall be deemed to, and hereby does, reaffirm and certify to the Buyer, Buyer and the Collateral Agent, on behalf Agent as assignee of the Secured Parties, and the Facility AgentBuyer, as of such Purchase Date or such Advance Date, as applicable, that each of the representations and warranties in Section 4.02 is true and correct as of such Purchase Date or such Advance Date, as applicable. (dc) Except as specifically provided in this Agreement, the sale and purchase of Collateral Assets under this Agreement shall be without recourse to the SellerOriginator; it being understood that the Seller Originator shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by the Seller Originator pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller Originator for the credit risk of the Obligors. (ed) In connection with each Purchase of Collateral Assets as contemplated by this Agreement, the Buyer hereby directs the Seller Originator to, and the Seller Originator agrees that it will Deliverdeliver, or cause to be Delivereddelivered, to the Custodian, as agent and custodian for the Collateral Agent, as assignee of the Buyer, each Collateral Obligation Asset being transferred to the Buyer on such Purchase Date in accordance the applicable provisions of the Credit AgreementDate. The Seller Originator shall take such action requested by the Buyer or the Facility Collateral Agent, as assignee of the Buyer, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit Agreement have an enforceable and perfected security interest in the Collateral Assets Purchased by the Buyer as contemplated by this Agreement, including after the BDC Election Date, filing a UCC-3 financing statement to amend the name of the Seller, as debtor in connection with the UCC financing statement filed on the Closing Date with respect to this Agreement. (fe) In connection with the Purchase by the Buyer of the Collateral Assets as contemplated by this Agreement, the Seller Originator further agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files and its financial statements, on or prior to each Purchase Date, that such Collateral Asset has been Purchased by the Buyer in accordance with this Agreement. (g) The Seller further agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan List (which shall contain the related Principal Balance, outstanding principal balance, loan number and Obligor name for each Collateral Obligation) as of the related Purchase Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to time. (hf) It is the intention of the parties hereto that the conveyance of all right, title and interest in and to the Collateral Assets to the Buyer as provided in Section 2.01 shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien lien, claim or encumbrance (other than Permitted Liens) and that the Collateral Assets shall not be part of the SellerOriginator’s bankruptcy estate in the event of an Insolvency Event with respect to a bankruptcy of the SellerOriginator. Furthermore, it is not intended that such conveyance be deemed the grant of a pledge of security interest in the Collateral Obligations and the other Collateral Assets to the Buyer to secure a debt or other obligation of the SellerOriginator. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.01 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller Originator hereby grants to the Buyer a duly perfected, first priority “security interest” interest (within the meaning of Article 9 of the UCC UCC) in all of its right, title and interest in and to the Collateral, now existing and hereafter created, Assets transferred by the Originator to the Buyer hereunder to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Collateral together with all of the other obligations of the Seller Originator hereunder. The To the extent it is determined by a court of competent jurisdiction that the conveyance provided for in this Section 2.01 is a transfer for security, the Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulative. (g) Buyer and Originator agree that for any transaction intermediated, arranged and underwritten by the Originator in which an Asset is settled directly with the Buyer or with respect to any Asset acquired by the Buyer in a transaction in which the Buyer is designee of the Originator, in each such case, the Originator shall hold a participation interest in such Asset for a period of two Business Days following the trade date of such transaction (the “Participation Interest Period”), which participation interest shall consist of an undivided interest in such Asset, and to the extent permitted to be transferred under applicable law, all claims, suits, causes of action and any other right of the Buyer (including in its capacity as a lender in respect of such Asset), whether known or unknown, against the borrower or any other obligor in respect of such Asset or any of their respective affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the agreements, instruments and other documents executed and delivered in connection with such Asset or that is in any way based on or related to any of the foregoing or any loan transactions governed thereby, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations settled or acquired by the Buyer. During the Participation Interest Period in respect of an Asset, the Buyer shall comply with any written instructions provided to the Buyer by or on behalf of the Originator with respect to voting rights to be exercised by holders of the applicable Asset, other than with respect to any voting rights that are not permitted to be participated pursuant to the terms of the applicable underlying instrument. Because the settlement of such assignments will occur after the end of the Participation Interest Period, the Originator shall transfer to Buyer any payments of principal received in respect of any Asset during the Participation Interest Period and shall retain any other payments (including but not limited to interest) received with respect to an Asset during the Participation Interest Period. The participation interest of the Originator in any Asset shall terminate automatically at the end of the Participation Interest Period. Buyer and Originator further agree that for any Asset assigned to the Buyer by the Originator where the Originator was the record holder of such Asset prior to such assignment, the Originator shall have held a beneficial interest in such Asset for at least two Business Days prior to the trade date of such transaction.

Sale, Transfer and Assignment. (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase Purchase set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunder, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby Purchases purchases and takes from the Seller Seller, all right, title and interest (whether now existing, owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes)Seller, in the property identified in clauses (i) - through (iviii) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case but excluding any such property constituting Excluded Amounts that are for the Excluded Amountsaccount of the Seller) (collectively, the “CollateralTransferred Assets”): (i) the Collateral Obligations Loans identified by the Seller as of the initial Purchase Date which are listed on each the Loan List attached hereto, and the Loans identified by the Seller as of any additional Purchase Date which are listed on an updated Loan List delivered by the Seller to the Buyer from time to time pursuant to this Agreement and on such Purchase Date, together with all monies due, due or to become due or paid in respect payment of such Collateral Obligations Loans on and after the related applicable Purchase Date, including but not limited to all Collections and other recoveries thereon, in each case as they arise after the related Purchase DateCollections; (ii) all Liens and Related Property Underlying Instruments with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations Loans referred to in clause (i) above; and (iviii) all income and proceeds Proceeds of the foregoing. For the avoidance of doubt, and without Without limiting the foregoing, the term “CollateralTransferred Assets” (i) shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a transaction arranged and underwritten by the Seller or any Collateral Obligation Loan acquired by the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral ObligationLoan, subject in each case to the terms of this Agreement (including the representations, warranties, covenants and indemnities of the Seller set forth herein) and (ii) shall include only the rights and obligations of the Seller in its capacity as lender of record and only with respect to the Loans described on the Loan List (and shall exclude any rights or obligations (i) as administrative agent for any Loan and (ii) as lender under any loan not included in the Loan List). (b) From and after The Seller, in connection with each delivery of an updated Loan List hereunder relating to any Transferred Assets to be purchased on any Purchase Date, the Collateral listed on the relevant Loan List shall be deemed to be Collateral hereunder. (c) On any Purchase Date have certified, and on the Advance Date hereby does certify, with respect to the Collateral such Transferred Assets to be acquired or financed purchased by the Buyer on such day, that dateits representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as applicable, though made on and as of such day and that no Purchase Termination Event or Unmatured Purchase Termination Event has occurred. The Seller and the Buyer acknowledge that the representations and warranties of the Seller shall in Article IV will run to and be deemed to, and hereby does, reaffirm and certify to for the Buyer, benefit of the Collateral Agent, Administrative Agent on behalf of the Secured Parties, and the Facility AgentAdministrative Agent on behalf of the Secured Parties may enforce, as directly without joinder of such Purchase Date or such Advance Datethe Buyer, as applicable, that each the repurchase obligations of the Seller with respect to breaches of certain of the representations and warranties in Section 4.02 is true and correct as of such Purchase Date or such Advance Date, as applicableset forth herein. (dc) Except as specifically provided in this Agreement, the sale and purchase of Collateral Transferred Assets under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement. (d) Except for future funding obligations under any Transferred Assets, all the Buyer, the Administrative Agent, each Lender and the other Secured Parties shall not have any obligation or liability to any Obligor (including any obligation to perform any of which the obligations are limited so as not to constitute recourse to of the Seller for (including any obligation with respect to any other related agreements)). Except as set forth in the credit risk of immediately preceding sentence, no such obligation or liability is intended to be assumed by the ObligorsBuyer, the Administrative Agent, the Lenders or the Secured Parties, and any such assumption is expressly disclaimed. (e) In connection with each Purchase of Transferred Assets hereunder, the Seller shall deliver to the Collateral Custodian and the Administrative Agent no later than 12:00 noon on any Purchase Date (i) a Loan Checklist with respect to each Loan acquired by the Buyer on or prior to such Purchase Date, (ii) a Certificate of Assignment in the form of Exhibit F to the Loan and Security Agreement (including Exhibit A thereto) and containing such additional information as may be reasonably requested by the Buyer, the Administrative Agent and each Lender or, with respect to any Agented Note with respect to which the Seller is not party to any Underlying Instrument other than the relevant credit agreement, an assignment agreement in accordance with the requirements set forth in clause (a) of the definition of “Required Loan Documents” and (iii) a faxed or emailed copy of the duly executed original promissory notes for each Loan in respect of which a promissory note is issued or, to the extent not previously provided under clause (ii) above, a faxed or emailed copy of a fully executed assignment agreement naming the Seller as assignee or, if the Seller is a direct party thereto, of the fully executed loan or credit agreement related to such Loan and if any Loans are closed in escrow, a written certification from the closing attorneys of such Loan that all documentary conditions to such Loan have been satisfied; provided that notwithstanding the foregoing, the Required Loan Documents shall be delivered by the Seller to the Collateral Custodian within five (5) Business Days after the related Purchase Date. (f) In connection with the transfers contemplated by this Agreement, the Buyer Seller hereby directs grants to each of the Buyer, the Administrative Agent and the Investment Manager an irrevocable, non–exclusive license to use, without royalty or payment of any kind, all software used by the Seller to, and to account for the Seller agrees that it will Deliver, or cause to be DeliveredTransferred Assets, to the Custodianextent necessary to allow the Buyer, each Collateral Obligation being transferred the Administrative Agent or the Investment Manager to administer the Transferred Assets, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the Seller hereby agrees that upon the request of the Buyer or the Administrative Agent, the Seller will use its best reasonable efforts to obtain the consent of such third–party licensor either before the Closing Date or as soon as possible thereafter. The license granted hereby shall be irrevocable until the Facility Maturity Date and shall terminate on such Purchase Date the date this Agreement terminates in accordance the applicable provisions of the Credit Agreementwith its terms. The Seller shall take such action requested by the Buyer or the Facility Administrative Agent, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and that Administrative Agent (and its assigns assigns), for the benefit of the Secured Parties, under the Credit Loan and Security Agreement have an enforceable and perfected security interest in the Collateral Purchased Transferred Assets purchased by the Buyer as contemplated by this Agreement, including after the BDC Election Date, filing a UCC-3 financing statement to amend the name of the Seller, as debtor in connection with the UCC financing statement filed on the Closing Date with respect to this Agreement. (fg) In connection with the Purchase by the Buyer of the Collateral Transferred Assets as contemplated by this Agreement, the Seller further agrees that it willshall, at its own expense, indicate clearly and unambiguously in its computer files and its financial statements, on or prior to each Purchase Date, that such Collateral has Transferred Assets have been Purchased purchased by the Buyer in accordance with this Agreement. (gh) The Seller further agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan List of all Loans to be sold or otherwise conveyed hereunder on such Purchase Date (which shall contain the related Principal Outstanding Balance, outstanding principal balance, loan Loan number and Obligor name for each Collateral ObligationLoan) as of the related Purchase Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby automatically incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to timeAgreement. (hi) It is the intention of the parties hereto that the conveyance of all right, title and interest of the Seller in and to the Collateral any Transferred Assets to the Buyer as provided in this Section 2.01 2.1 shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral Transferred Assets shall not be part of the Seller’s bankruptcy estate in the event of an Insolvency Event with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Obligations Loans and the other Collateral Transferred Assets to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.01 2.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, constitute a “security agreement” within the meaning of Article 9 of the UCC and the Seller shall be deemed to have granted (and hereby grants grants) to the Buyer a duly perfected, first priority “security interest” within the meaning of Article 9 of the UCC in all right, title and interest in and to the CollateralTransferred Assets, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Collateral Transferred Assets together with all of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulative.

Sale, Transfer and Assignment. (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunder, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby Purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes), in the property identified in clauses (i) - (iv) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, the “Collateral”): (i) the Collateral Obligations listed on each Loan List delivered by the Seller to the Buyer from time to time pursuant to this Agreement and all monies due, to become due or paid in respect of such Collateral Obligations on and after the related Purchase Date, including but not limited to all Collections and other recoveries thereon, in each case as they arise after the related Purchase Date; (ii) all Liens and Related Property with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations referred to in clause (i) above; and (iv) all income and proceeds of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a primary market transaction arranged and and/or underwritten by the Seller or any Collateral Obligation acquired by the Buyer in a secondary market transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral Obligationas provided herein. (b) From and after each Purchase Date, the Collateral listed on the relevant Loan List shall be deemed to be Collateral hereunder. (c) On any Purchase Date and on the Advance Date with respect to the Collateral to be acquired or financed by the Buyer on that date, as applicable, the Seller shall be deemed to, and hereby does, reaffirm and certify to the Buyer, the Collateral Agent, on behalf of the Secured Parties, and the Facility Agent, as of such Purchase Date or such Advance Date, as applicable, that each of the representations and warranties in Section 4.02 is true and correct as of such Purchase Date or such Advance Date, as applicable. (d) Except as specifically provided in this Agreement, the sale and purchase of Collateral under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. (e) In connection with each Purchase of Collateral as contemplated by this Agreement, the Buyer hereby directs the Seller to, and the Seller agrees that it will Deliver, or cause to be Delivered, to the Custodian, each Collateral Obligation being transferred to the Buyer on such Purchase Date in accordance the applicable provisions of the Credit Agreement. The Seller shall take such action requested by the Buyer or the Facility Agent, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit Agreement have an enforceable and perfected security interest in the Collateral Purchased by the Buyer as contemplated by this Agreement, including after the BDC Election Date, filing a UCC-3 financing statement to amend the name of the Seller, as debtor in connection with the UCC financing statement filed on the Closing Date with respect to this Agreement. (f) In connection with the Purchase by the Buyer of the Collateral as contemplated by this Agreement, the Seller further agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files and its financial statements, on or prior to each Purchase Date, that such Collateral has been Purchased by the Buyer in accordance with this Agreement. (g) The Seller further agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan List (which shall contain the related Principal Balance, outstanding principal balance, loan number and Obligor name for each Collateral Obligation) as of the related Purchase Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to time. (h) It is the intention of the parties hereto that the conveyance of all right, title and interest in and to the Collateral to the Buyer as provided in Section 2.01 shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Insolvency Event with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Obligations and the other Collateral to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.01 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a duly perfected, first priority “security interest” within the meaning of Article 9 of the UCC in all right, title and interest in and to the Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Collateral together with all of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulative. (i) The Seller and the Buyer agree and acknowledge that, in accordance with the terms of the Retention of Net Economic Interest Letter, on and after the Restatement Effective Date, the Buyer will acquire all Collateral Obligations (other than any acquired pursuant to an offer, exchange or exercise of rights or remedies pursuant to a Collateral Obligation owned by the Buyer) pursuant to this Agreement including as follows: (i) The Buyer may acquire a Collateral Obligation from a third party in a primary market transaction arranged and/or underwritten by the Seller. Each Collateral Obligation that is acquired in a primary market transaction arranged and/or underwritten by the Seller may be transferred to or acquired by the Buyer without waiting a two Business Day period, subject to the Seller retaining credit and market value risk described in Section 2.02. (ii) Each Collateral Obligation that is acquired in the secondary market (including any acquisition by the Buyer in which such Collateral Obligation is settled directly with the Buyer) shall be held (including via a commitment to purchase) on the Seller’s books and records for its own account for at least two Business Days before transfer to or acquisition by the Buyer.

Sale, Transfer and Assignment. (a) On Subject to the terms and subject to the conditions set forth in of this Agreement (including the conditions to purchase set forth in Article III)Agreement, on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunderOriginator will sell, the Seller hereby sellstransfer, transfersassign, assigns, sets set over and otherwise conveys convey to the Buyer, and the Buyer hereby Purchases will purchase and takes take from the Seller Originator, all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender Originator in, to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes), in the property identified in clauses (i) - (iv) below and under all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claimschattel paper, documents, money, letters of credit, advices of credit, deposit accounts, inventorycertificates of deposit, investment property, letter-of-credit rights, accessions, proceeds goods and other property consisting of, arising out of, from or related to any of the following property, whether now existing or hereafter created or acquired (in each case excluding the Excluded Amounts) (collectively, the “CollateralPurchased Assets”): (i) the Collateral Obligations Contracts that are identified by the Originator and are listed on each Loan List delivered by the Seller to the Buyer from time to time pursuant to this Agreement applicable Schedule I, together with all Collections, Excluded Amounts and all monies due, due or to become due or paid in payment of such Contracts after the related Cut-Off Date, including, but not limited to, any prepayment amounts and any payments in respect of such Collateral Obligations on and after a Casualty Loss or early termination, any Recoveries received with respect thereto, but excluding any Scheduled Payments due prior to the related Purchase Date, including but not limited to all Collections Cut-Off Date and other recoveries thereon, in each case as they arise after the related Purchase Date;any Origination Fees; and (ii) all Liens and Related Property with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations referred to in clause (i) above; and (iv) all income and proceeds of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a transaction arranged and underwritten by the Seller or any Collateral Obligation acquired by the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral ObligationSecurity. (b) The Originator shall on or prior to each Purchase Date (including the Initial Advance Date) execute and deliver to the Buyer an assignment agreement (the “Assignment Agreement”) from the Originator to the Buyer substantially in the form of Exhibit A hereto. From and after each such Purchase Date, the Collateral Purchased Assets listed on the relevant Loan List in such Assignment Agreement shall be deemed to be Collateral Purchased Assets hereunder. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Buyer of any obligation of the Originator or any other Person in connection with the Purchased Assets or under any agreement or instrument relating thereto including, without limitation, any obligation to any Lessee. (c) On or before any Purchase Date and on the Advance Date with respect to the Collateral Purchased Assets to be acquired or financed by the Buyer on that date, the Originator shall provide the Buyer with an Officer’s Certificate certifying as applicable, the Seller shall follows: (i) each such Contract to be deemed to, and hereby does, reaffirm and certify to the Buyer, the Collateral Agent, acquired on behalf of the Secured Parties, and the Facility Agentthat date is, as of such Purchase Date or such Advance Date, as applicablean Eligible Contract, that each (ii) no selection procedures believed by the Originator to be materially adverse to the interest of the representations Buyer were utilized in selecting such Contracts from the available Eligible Contracts in the Originator’s portfolio, (iii) such Contracts and warranties in Section 4.02 is true all proceeds thereof will be conveyed to the Buyer free and correct clear of any Lien of any Person claiming through or under the Originator or any of its Affiliates, except for Permitted Liens, (iv) as of such Purchase Date or such Advance Date, (A) no Insolvency Event with respect to the Originator has occurred and (B) the sale of such Purchased Assets to the Buyer has not been made in contemplation of the occurrence of any Insolvency Event with respect to the Originator, and (v) as applicableof such Purchase Date, no Event of Default, Unmatured Event of Default (other than with respect to a Purchase Date which is a Substitution Date) or Servicer Default has occurred. (d) Except as specifically provided in this Agreement, the sale and purchase of Collateral Purchased Assets under this Agreement shall be without recourse to the SellerOriginator; it being understood that the Seller Originator shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by the Seller Originator pursuant to the terms of this Agreement, all of which obligations are hereby expressly limited so as not to constitute recourse to the Seller Originator for the credit risk of the Obligorsany Lessee. (e) In connection with each Purchase of Collateral as contemplated by this AgreementThe Buyer, the Buyer hereby directs the Seller to, Deal Agent and the Seller agrees that it will Deliver, Lender shall not have any obligation or cause liability to be Delivered, to the Custodian, each Collateral Obligation being transferred to the Buyer on such Purchase Date in accordance the applicable provisions any Lessee or client of the Credit Agreement. The Seller shall take such action requested by the Buyer or the Facility Agent, from time Originator (including any obligation to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit Agreement have an enforceable and perfected security interest in the Collateral Purchased by the Buyer as contemplated by this Agreement, including after the BDC Election Date, filing a UCC-3 financing statement to amend the name perform any of the Seller, as debtor in connection with obligations of the UCC financing statement filed on the Closing Date Originator (including any obligation with respect to this Agreement. (f) In connection with the Purchase Contracts or any other related purchase orders or other agreements)). No such obligation or liability is intended to be assumed by the Buyer of the Collateral as contemplated by this AgreementBuyer, the Seller further agrees that it will, at its own expense, indicate clearly Deal Agent or the Lender hereunder and unambiguously in its computer files and its financial statements, on or prior to each Purchase Date, that any such Collateral has been Purchased by the Buyer in accordance with this Agreementassumption is expressly disclaimed. (g) The Seller further agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan List (which shall contain the related Principal Balance, outstanding principal balance, loan number and Obligor name for each Collateral Obligation) as of the related Purchase Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to time. (h) It is the intention of the parties hereto that the conveyance of all right, title and interest in and to the Collateral to the Buyer as provided in Section 2.01 shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Insolvency Event with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Obligations and the other Collateral to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.01 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a duly perfected, first priority “security interest” within the meaning of Article 9 of the UCC in all right, title and interest in and to the Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Collateral together with all of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulative.

Sale, Transfer and Assignment. (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase set forth in Article III)Agreement, on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunder, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby Purchases and takes from the Seller Seller, all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes)Seller, in the property identified in clauses (i) - through (iviii) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the any Retained Security and any Excluded Amounts) (collectively, the “CollateralPurchased Assets”): (i) the Collateral Obligations Debt Securities listed on each Loan CDS List delivered by the Seller to the Buyer from time to time pursuant to this Agreement and all monies due, to become due or paid Collections in respect of such Collateral Obligations thereof on and after the related Purchase Date, including but not limited to all Collections and other recoveries thereon, in each case as they arise after the related Purchase Cut-Off Date; (ii) all Liens and Related Property with respect the Underlying Instruments related to the such Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations referred to in clause (i) aboveDebt Securities; and (iviii) all income and proceeds of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a transaction arranged and underwritten by the Seller or any Collateral Obligation acquired by the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral Obligation. (b) From and after each any Purchase Date, the Collateral Purchased Assets listed on in the relevant Loan CDS List shall be deemed to be Collateral Purchased Assets hereunder. (c) On any Purchase Date and on the Advance Date with respect to the Collateral to be acquired or financed by the Buyer on that date, as applicable, the Seller shall be deemed to, and hereby does, reaffirm and certify to the Buyer, the Collateral Agent, on behalf of the Secured Parties, and the Facility Agent, as of such Purchase Date or such Advance Date, as applicable, that each of the representations and warranties in Section 4.02 is true and correct as of such Purchase Date or such Advance Date, as applicable. (d) Except as specifically provided in this Agreement, the sale and purchase of Collateral Purchased Assets under this Agreement shall be without recourse to the Seller; it being understood that Seller and any obligations of the Seller shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations hereunder are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. (ed) In connection with each Purchase of Collateral as contemplated by this AgreementThe Buyer, Investor Agent, the Buyer hereby directs Swingline Investor, the Seller toInvestors, and the Seller agrees that it will Deliver, Trustee shall not have any obligation or cause liability to be Delivered, to the Custodian, each Collateral Obligation being transferred to the Buyer on such Purchase Date in accordance the applicable provisions any Obligor or client of the Credit Agreement. The Seller shall take such action requested by the Buyer or the Facility Agent, from time (including any obligation to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit Agreement have an enforceable and perfected security interest in the Collateral Purchased by the Buyer as contemplated by this Agreement, including after the BDC Election Date, filing a UCC-3 financing statement to amend the name perform any of the Seller, as debtor in connection with obligations of the UCC financing statement filed on the Closing Date Seller (including any obligation with respect to this Agreementany other related agreements)). No such obligation or liability is intended to be assumed by the Buyer, the Investor Agent, the Investors, the Swingline Investor or the Trustee, and any such assumption is expressly disclaimed. (fe) In connection with the Purchase by the Buyer of the Collateral Purchased Assets as contemplated by this Agreement, the Seller further agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files and its financial statements, on or prior to each Purchase Date, that such Collateral has Purchased Assets have been Purchased by the Buyer in accordance with this Agreement. (gf) The Seller further agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan CDS List (which shall contain the related Principal Balance, outstanding principal balance, loan Collateral Debt Security number and Obligor name for each Collateral ObligationDebt Security) as of the related Purchase Cut-Off Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to time. (hg) It is the intention of the parties hereto that the conveyance of all right, title and interest in and to the Collateral Purchased Assets to the Buyer as provided in this Section 2.01 2.1 shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral Purchased Assets shall not be part of the Seller’s bankruptcy estate in the event of an Insolvency Event a bankruptcy or insolvency proceeding with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Obligations Debt Securities and the other Collateral Purchased Assets to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.01 2.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a duly perfected, first priority “security interest” within the meaning of Article 9 of the UCC in all right, title and interest in and to the CollateralPurchased Assets, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Collateral Purchased Assets together with all of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Lawapplicable law, which rights and remedies shall be cumulative.

Sale, Transfer and Assignment. (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunder, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the BuyerPurchaser, and the Buyer Purchaser hereby Purchases purchases and takes from the Seller Seller, all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes), in the property identified in clauses (i) - (iv) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, the “CollateralPurchased Receivables”): (i) the Collateral Obligations Receivables that are listed on each Loan List delivered by the Seller Appendix I to the Buyer from time to time pursuant to this Agreement and related Assignment, together with all monies due, to become due or paid in respect payment of such Collateral Obligations on and after the related Purchase Date, including but not limited to all Collections and other recoveries thereon, in each case as they arise after the related Purchase DateReceivable; (ii) all Liens and Related Property Assets with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations Receivables referred to in clause (i) above; and (iviii) all income and or proceeds related to or derived from any of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a transaction arranged and underwritten by the Seller or any Collateral Obligation acquired by the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral Obligation. (b) In connection with any purchase pursuant to Section 2.2(a), the Seller shall, on or prior to the related Purchase Date, execute and deliver to the Purchaser a certificate of assignment (the “Assignment”) from the Seller to the Purchaser substantially in the form of Exhibit A hereto. From and after each such Purchase Date, the Collateral Receivables listed on the relevant Loan List such assignment shall be deemed to be Collateral Transferred Receivables hereunder. (c) On Notwithstanding anything to the contrary set forth herein, all sales made pursuant to Section 2.2(a), taking into account all sales and contributions made on any Purchase Date and on hereunder, shall comply with the Advance Date with respect to the Collateral to be acquired or financed by the Buyer on that date, as applicable, the Seller shall be deemed to, and hereby does, reaffirm and certify to the Buyer, the Collateral Agent, on behalf of the Secured Parties, and the Facility Agent, as of such Purchase Date or such Advance Date, as applicable, that each of the representations and warranties in Section 4.02 is true and correct as of such Purchase Date or such Advance Date, as applicableObligor Concentration Limits. (d) Except as specifically provided in this Contribution Agreement, the sale sale, contribution, purchase and purchase acceptance of Collateral Transferred Receivables under this Contribution Agreement shall be without recourse to the Seller; , it being understood that the Seller shall be liable to the Buyer Purchaser for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Contribution Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligorsany Obligor. (e) In connection with each Purchase None of Collateral as contemplated by this Agreementthe Purchaser, the Buyer hereby directs Administrative Agent or any Lender shall have any obligation or liability to any Obligor or client of the Seller to, and (including any obligation to perform any of the obligations of the Seller agrees that it will Deliver, or cause to be Delivered, to the Custodian, each Collateral Obligation being transferred to the Buyer on such Purchase Date in accordance the applicable provisions of the Credit Agreement. The Seller shall take such action requested by the Buyer or the Facility Agent, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit Agreement have an enforceable and perfected security interest in the Collateral Purchased by the Buyer as contemplated by this Agreement, (including after the BDC Election Date, filing a UCC-3 financing statement to amend the name of the Seller, as debtor in connection with the UCC financing statement filed on the Closing Date any obligation with respect to this Agreementany other related agreements)). No such obligation or liability is intended to be assumed by the Purchaser, the Administrative Agent or the Lenders hereunder, and any such assumption is expressly disclaimed. (f) In connection Consistent with the Purchase by the Buyer Purchaser’s ownership of the Collateral as contemplated by this AgreementTransferred Receivables, the Purchaser shall have (as between the Seller further agrees that it willand the Purchaser but subject to ACG’s rights as Servicer under the Servicing Agreement) the sole right to service, at its own expense, indicate clearly administer and unambiguously in its computer files collect the Transferred Receivables and its financial statements, on to assign or prior delegate such right to each Purchase Date, that such Collateral has been Purchased by the Buyer in accordance with this Agreementothers. (g) The Seller further agrees Except as otherwise expressly required by Section 6.2, the Purchaser shall have no obligation to deliver account to the Buyer Seller for the Transferred Receivables. The Purchaser shall have no obligation to account for, or to return any Collections on or before each Purchase Date a computer file containing a true, complete and correct Loan List (which shall contain the related Principal Balance, outstanding principal balance, loan number and Obligor name for each Collateral Obligation) as of the related Purchase Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered with respect to the Buyer as confidential Transferred Receivables to the Seller. The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Transferred Receivables and proprietaryshall have the sole risk of and responsibility for losses or damages created by such buying, and is hereby incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to timeselling or holding. (h) It is The Purchaser shall have the intention unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Transferred Receivables in accordance with the terms of the parties hereto that Loan Documents, and all of the conveyance of all Purchaser’s right, title and interest in and to the Collateral to the Buyer as provided in Section 2.01 shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Insolvency Event with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Obligations and the other Collateral to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.01 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a duly perfected, first priority “security interest” within the meaning of Article 9 of the UCC in all right, title and interest in and to the Collateral, now existing and hereafter createdin, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Collateral together with all of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Contribution Agreement, all other rights and remedies provided on whatever terms the Purchaser shall determine, pursuant to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulativethis Contribution Agreement or otherwise.

Sale, Transfer and Assignment. (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase Purchase set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunder, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby Purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender in, to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes), in the property identified in clauses (i) - (iv) below and under all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claimschattel paper, documents, money, letters of credit, advices of credit, deposit accounts, inventorycertificates of deposit, investment property, letter-of-credit rights, accessions, proceeds goods and other property consisting of, arising out of, from or related to any of the following (in each case excluding the Excluded Amounts) property (collectively, the “Purchased Collateral”): (i) the Collateral Obligations listed on each Loan List delivered Assets identified by the Seller as of the initial Cut–Off Date which are listed on Schedule I hereto, and the Assets identified by the Seller as of any additional Cut–Off Date which are listed on Schedule I to the Buyer from time to time pursuant to this Agreement and Sale Assignment, together with all monies due, to become due or paid in respect payment of such Collateral Obligations Loans on and after the related Purchase Cut–Off Date, including but not limited to all Collections excluding any Excluded Amounts and other recoveries thereon, in each case as they arise after the related Purchase Dateany Retained Interest; (ii) all Liens and Related Property Security with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations Loans referred to in clause (i) above; and (iviii) all income and proceeds Proceeds of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a transaction arranged and underwritten by the Seller or any Collateral Obligation acquired by the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral Obligation. (b) The Seller shall on or prior to any Purchase Date after the Closing Date execute and deliver to the Buyer a certificate of assignment (the “Sale Assignment”) from the Seller to the Buyer in the form of Exhibit A hereto. From and after each such Purchase Date, the Purchased Collateral listed on the relevant Loan List such assignment shall be deemed to be Purchased Collateral hereunder. (c) On or before any Purchase Date and on the Advance Date with respect to the Purchased Collateral to be acquired or financed by the Buyer on that date, as applicable, the Seller shall be deemed toprovide the Buyer with an Officer’s Certificate, and hereby doesin the form of Exhibit B hereto, reaffirm and certify to the Buyer, the Collateral Agent, on behalf of the Secured Parties, and the Facility Agentsigned by a duly authorized Responsible Officer certifying, as of such Purchase Date or such Advance Date, as applicable, that to each of the representations and warranties items in Section 4.02 is true and correct as 4.2, in the form of such Purchase Date or such Advance Date, as applicableExhibit B hereto. (d) Except as specifically provided in this Agreement, the sale and purchase of Purchased Collateral under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. (e) The Buyer, the Citigroup Agent and Administrative Agent, each Purchaser Agent, each Purchaser, the other Secured Parties, the Backup Servicer and the Collateral Custodian shall not have any obligation or liability to any Obligor or client of Seller (including any obligation to perform any of the obligations of Seller (including any obligation with respect to any other related agreements)). No such obligation or liability is intended to be assumed by the Buyer, the Administrative Agent, any Purchaser Agent, the Purchasers, the Secured Parties, the Backup Servicer, or the Collateral Custodian, and any such assumption is expressly disclaimed. (f) In connection with each Purchase of Purchased Collateral as contemplated by this Agreementhereunder, the Buyer hereby directs Seller shall deliver to the Seller toCollateral Custodian (A) the Required Asset Documents with respect thereto on or prior to the Closing Date (except for any UCCs, which shall be in the possession of the Collateral Custodian within two Business Days of the Closing Date) as to any Existing Assets, and (B) the duly executed original promissory note, if any, and the duly executed faxed copies of the other documents included in the Required Asset Documents (the “Faxed Documents”) on or prior to the related Purchase Date (and if prior to the related Purchase Date, any such promissory note and Faxed Documents shall be held by the Collateral Custodian on behalf of the Purchasers in escrow until such Purchase shall occur on the related Purchase Date), and the duly executed original copies of the Faxed Documents (including any UCCs) within two Business Days of the related Purchase Date as to any Additional Assets. In connection with such transfer, the Seller agrees that it will Deliverhereby grants to each of the Buyer, the Administrative Agent, each Purchaser Agent and the Servicer an irrevocable, non–exclusive license to use, without royalty or cause payment of any kind, all software used by the Seller to be Deliveredaccount for the Purchased Collateral, to the Custodianextent necessary to administer the Purchased Collateral, each Collateral Obligation being transferred whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein to be effective, the Seller hereby agrees that upon the request of the Buyer or the Administrative Agent and each Purchaser Agent, the Seller will use its reasonable efforts to obtain the consent of such third–party licensor. The license granted hereby shall be irrevocable until the Collection Date and shall terminate on such Purchase Date the date this Agreement terminates in accordance the applicable provisions of the Credit Agreementwith its terms. The Seller (i) shall take such action requested by the Buyer or Buyer, the Facility Administrative Agent and each Purchaser Agent, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit Sale and Servicing Agreement have an enforceable and perfected security ownership interest in the Collateral Purchased by Asset Files purchased from the Buyer as contemplated by this AgreementSeller hereunder, including after the BDC Election Date, filing a UCC-3 financing statement and (ii) shall use its reasonable efforts to amend the name ensure that each of the SellerBuyer, as debtor in connection with the UCC financing statement filed on Administrative Agent, the Closing Date with respect Purchaser Agents, and the Servicer has an enforceable right (whether by license or sublicense or otherwise) to this Agreementuse all of the computer software used to account for the Purchased Collateral and/or to recreate such Asset Files. (fg) In connection with the Purchase by the Buyer sale of the Collateral as contemplated by this AgreementPurchased Collateral, the Seller further agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files and its financial statements, on or prior to each Purchase Date, that such Purchased Collateral has been Purchased by sold to the Buyer in accordance with pursuant to this Agreement. (gh) The Seller further agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan List (which shall contain the related Principal Balancelist of all Assets, outstanding principal balance, loan identified by account number and Obligor name for each Collateral Obligation) Outstanding Asset Balance as of the related Purchase Cut–Off Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to time. (hi) It is the intention of the parties hereto that the conveyance of all the Seller’s right, title and interest in and to the Purchased Collateral by the Seller to the Buyer as provided in Section 2.01 2.1 shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Purchased Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Insolvency Event with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Obligations Assets and the other Purchased Collateral by the Seller to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.01 2.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a duly perfected, first priority “security interest” within the meaning of Article 9 of the UCC in all of the Seller’s right, title and interest in and to the Purchased Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Purchased Collateral together with all of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulative.

Sale, Transfer and Assignment. (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase Purchase set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunder, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby Purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender in, to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes), in the property identified in clauses (i) - (iv) below and under all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claimschattel paper, documents, money, letters of credit, advices of credit, deposit accounts, inventorycertificates of deposit, investment property, letter-of-credit rights, accessions, proceeds goods and other property consisting of, arising out of, from or related to any of the following (in each case excluding the Excluded Amounts) property (collectively, the “Purchased Collateral”): (i) the Collateral Obligations listed on each Loan List delivered Assets identified by the Seller as of the initial Cut–Off Date which are listed on Schedule I hereto, and the Assets identified by the Seller as of any additional Cut–Off Date which are listed on Schedule I to the Buyer from time to time pursuant to this Agreement and Sale Assignment, together with all monies due, to become due or paid in respect payment of such Collateral Obligations Assets on and after the related Purchase Cut–Off Date, including but not limited to all Collections excluding any Excluded Amounts and other recoveries thereon, in each case as they arise after the related Purchase Dateany Retained Interest; (ii) all Liens and Related Property Security with respect to the Collateral Obligations referred to in clause (i) above; (iii) all Related Documents with respect to the Collateral Obligations Loans referred to in clause (i) above; and (iviii) all income and proceeds Proceeds of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired directly by the Buyer from a third party in a transaction arranged and underwritten by the Seller or any Collateral Obligation acquired by the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the applicable Collateral Obligation. (b) The Seller shall on or prior to any Purchase Date after the Closing Date execute and deliver to the Buyer a certificate of assignment (the “Sale Assignment”) from the Seller to the Buyer in the form of Exhibit A hereto. From and after each such Purchase Date, the Purchased Collateral listed on the relevant Loan List such assignment shall be deemed to be Purchased Collateral hereunder. (c) On or before any Purchase Date and on the Advance Date with respect to the Purchased Collateral to be acquired or financed by the Buyer on that date, as applicable, the Seller shall be deemed toprovide the Buyer with an Officer’s Certificate, and hereby doesin the form of Exhibit B hereto, reaffirm and certify to the Buyer, the Collateral Agent, on behalf of the Secured Parties, and the Facility Agentsigned by a duly authorized Responsible Officer certifying, as of such Purchase Date or such Advance Date, as applicable, that to each of the representations and warranties items in Section 4.02 is true and correct as 4.2, in the form of such Purchase Date or such Advance Date, as applicableExhibit B hereto. (d) Except as specifically provided in this Agreement, the sale and purchase of Purchased Collateral under this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors. (e) The Buyer, the VFCC Agent and Administrative Agent, each Purchaser Agent, each Purchaser, the other Secured Parties, the Backup Servicer and the Collateral Custodian shall not have any obligation or liability to any Obligor or client of Seller (including any obligation to perform any of the obligations of Seller (including any obligation with respect to any other related agreements)). No such obligation or liability is intended to be assumed by the Buyer, the Administrative Agent, any Purchaser Agent, the Purchasers, the Secured Parties, the Backup Servicer, or the Collateral Custodian, and any such assumption is expressly disclaimed. (f) In connection with each Purchase of Purchased Collateral as contemplated by this Agreementhereunder, the Buyer hereby directs Seller shall deliver to the Seller toCollateral Custodian (A) the Required Asset Documents with respect thereto on or prior to the Closing Date (except for any UCCs, which shall be in the possession of the Collateral Custodian within two Business Days of the Closing Date) as to any Existing Assets, and (B) the duly executed original promissory note and the duly executed faxed copies of the other documents included in the Required Asset Documents (the “Faxed Documents”) on or prior to the related Purchase Date (and if prior to the related Purchase Date, such promissory note and Faxed Documents shall be held by the Collateral Custodian on behalf of the Purchasers in escrow until such Purchase shall occur on the related Purchase Date), and the duly executed original copies of the Faxed Documents (including any UCCs) within two Business Days of the related Purchase Date as to any Additional Assets. In connection with such transfer, the Seller agrees that it will Deliverhereby grants to each of the Buyer, the Administrative Agent, each Purchaser Agent and the Servicer an irrevocable, non–exclusive license to use, without royalty or cause payment of any kind, all software used by the Seller to be Deliveredaccount for the Purchased Collateral, to the Custodianextent necessary to administer the Purchased Collateral, each Collateral Obligation being transferred whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the Seller hereby agrees that upon the request of the Buyer or the Administrative Agent and each Purchaser Agent, the Seller will use its reasonable efforts to obtain the consent of such third–party licensor. The license granted hereby shall be irrevocable until the Collection Date and shall terminate on such Purchase Date the date this Agreement terminates in accordance the applicable provisions of the Credit Agreementwith its terms. The Seller (i) shall take such action requested by the Buyer or Buyer, the Facility Administrative Agent and each Purchaser Agent, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit Sale and Servicing Agreement have an enforceable and perfected security ownership interest in the Collateral Purchased by Asset Files purchased from the Buyer as contemplated by this AgreementSeller hereunder, including after the BDC Election Date, filing a UCC-3 financing statement and (ii) shall use its reasonable efforts to amend the name ensure that each of the SellerBuyer, as debtor in connection with the UCC financing statement filed on Administrative Agent, the Closing Date with respect Purchaser Agents, and the Servicer has an enforceable right (whether by license or sublicense or otherwise) to this Agreementuse all of the computer software used to account for the Purchased Collateral and/or to recreate such Asset Files. (fg) In connection with the Purchase by the Buyer sale of the Collateral as contemplated by this AgreementPurchased Collateral, the Seller further agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files and its financial statements, on or prior to each Purchase Date, that such Purchased Collateral has been Purchased by sold to the Buyer in accordance with pursuant to this Agreement. (gh) The Seller further agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan List (which shall contain the related Principal Balancelist of all Assets, outstanding principal balance, loan identified by account number and Obligor name for each Collateral Obligation) Outstanding Asset Balance as of the related Purchase Cut–Off Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to time. (hi) It is the intention of the parties hereto that the conveyance of all rightIT IS THE INTENTION OF THE PARTIES HERETO THAT THE CONVEYANCE OF THE SELLER’S RIGHT, title and interest in and to the Collateral to the Buyer as provided in TITLE AND INTEREST IN AND TO THE PURCHASED COLLATERAL BY THE SELLER TO THE BUYER AS PROVIDED IN Section 2.01 2.1 shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Purchased Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Insolvency Event with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Obligations Assets and the other Purchased Collateral by the Seller to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.01 2.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a duly perfected, first priority “security interest” within the meaning of Article 9 of the UCC in all of the Seller’s right, title and interest in and to the Purchased Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Purchased Collateral together with all of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulative.