Stone Point Credit Income Fund

EX-10.1 · tm2616626d1_ex10-1.htm

EX-10.1
 2
 tm2616626d1_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 EXECUTION COPY

 REVOLVING CREDIT AND SECURITY AGREEMENT

 among

 SPCIF
Funding II LLC ,

as Borrower,

 THE LENDERS FROM TIME TO TIME PARTIES HERETO,

 TRUIST BANK,

as Administrative Agent and Swingline Lender,

 TRUIST SECURITIES, INC.,

as Lead Arranger,

 STONE POINT CREDIT INCOME ADVISER LLC,

as Collateral Manager,

 and

 THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL
ASSOCIATION,

 as Collateral Agent and Collateral Administrator

 Dated as of June 1, 2026

 Table
of Contents

 Page

 ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION;
 COMPUTATIONS
 1

 Section 1.01.
 Definitions
 1

 Section 1.02.
 Rules of Construction
 65

 Section 1.03.
 Computation of Time Periods
 65

 Section 1.04.
 Collateral Value Calculation Procedures
 66

 Section 1.05.
 Divisions
 68

 Section 1.06.
 Rates
 68

 Section 1.07.
 Currency Equivalents.
 69

 ARTICLE II ADVANCES
 69

 Section 2.01.
 Revolving Credit Facility.
 69

 Section 2.02.
 Making of the Advances.
 70

 Section 2.03.
 Evidence of Indebtedness; Notes and Swingline Notes.
 71

 Section 2.04.
 Payment of Principal and Interest and Fees.
 71

 Section 2.05.
 Prepayment of Advances.
 73

 Section 2.06.
 Changes of Commitments.
 73

 Section 2.07.
 Maximum Lawful Rate.
 74

 Section 2.08.
 Several Obligations.
 74

 Section 2.09.
 Increased Costs.
 75

 Section 2.10.
 Compensation; Breakage Payments.
 76

 Section 2.11.
 Illegality; Inability to Determine Rates; Benchmark
 Replacement Setting.
 77

 Section 2.12.
 Rescission or Return of Payment.
 80

 Section 2.13.
 Past Due Interest.
 80

 Section 2.14.
 Payments Generally.
 81

 Section 2.15.
 Refunding of Swingline Advances.
 81

 Section 2.16.
 Defaulting Lenders.
 82

 Section 2.17.
 Replacement of Lenders.
 84

 Section 2.18.
 Increase in the Facility Amount.
 85

 Section 2.19.
 Eligible Currency.
 86

 ARTICLE III CONDITIONS PRECEDENT
 88

 Section 3.01.
 Conditions Precedent to Initial Advance.
 88

 Section 3.02.
 Conditions Precedent to Each Borrowing
 91

 ARTICLE IV REPRESENTATIONS AND WARRANTIES
 91

 Section 4.01.
 Representations and Warranties of the Borrower.
 91

 Section 4.02.
 Representations and Warranties of the Collateral Manager.
 95

 i

 Table
of Contents

 (continued)

 Page

 ARTICLE V COVENANTS
 97

 Section 5.01.
 Affirmative Covenants of the Borrower.
 97

 Section 5.02.
 Affirmative Covenants of the Collateral Manager.
 102

 Section 5.03.
 Negative Covenants of the Borrower.
 105

 Section 5.04.
 Certain Undertakings Relating to Separateness.
 108

 ARTICLE VI EVENTS OF DEFAULT
 110

 Section 6.01.
 Events of Default
 110

 ARTICLE VII PLEDGE OF COLLATERAL; RIGHTS
 OF THE COLLATERAL AGENT
 114

 Section 7.01.
 Grant of Security
 114

 Section 7.02.
 Release of Security Interest
 115

 Section 7.03.
 Rights and Remedies
 115

 Section 7.04.
 Remedies Cumulative
 117

 Section 7.05.
 Related Documents
 117

 Section 7.06.
 Borrower Remains Liable
 117

 Section 7.07.
 Protection of Collateral
 118

 ARTICLE VIII ACCOUNTS, ACCOUNTINGS AND
 RELEASES
 119

 Section 8.01.
 Collection of Money.
 119

 Section 8.02.
 Collection Account.
 119

 Section 8.03.
 Payment Account.
 121

 Section 8.04.
 The Revolving Reserve Account; Fundings.
 121

 Section 8.05.
 USD Custodial Account.
 122

 Section 8.06.
 Reinvestment of Funds in Covered Accounts; Reports
 by Collateral Agent.
 122

 Section 8.07.
 Accountings
 123

 Section 8.08.
 Release of Collateral
 125

 Section 8.09.
 Reports by Independent Accountants.
 126

 ARTICLE IX APPLICATION OF MONIES
 127

 Section 9.01.
 Disbursements of Monies from Payment Account
 127

 ARTICLE X SALE OF COLLATERAL LOANS; PURCHASE
 OF ADDITIONAL COLLATERAL LOANS
 130

 Section 10.01.
 Sales of Collateral Loans
 130

 ii

 Table
of Contents

 (continued)

 Page

 Section 10.02.
 Purchase of Additional Collateral
 Loans
 132

 Section 10.03.
 Substitution and Transfer of Loans
 132

 Section 10.04.
 Conditions Applicable to All Sale, Substitution and
 Purchase Transactions.
 133

 Section 10.05.
 Additional Equity Contributions
 134

 ARTICLE XI ADMINISTRATION AND MANAGEMENT
 OF CONTRACTS
 134

 Section 11.01.
 Appointment and Designation of the Collateral Manager.
 134

 Section 11.02.
 Duties of the Collateral Manager.
 137

 Section 11.03.
 Limited Liability of the Collateral Manager.
 139

 Section 11.04.
 Authorization of the Collateral Manager.
 140

 Section 11.05.
 Collection Efforts, Modification of Collateral.
 141

 Section 11.06.
 The Collateral Manager Not to Resign
 141

 ARTICLE XII THE AGENTS
 141

 Section 12.01.
 Authorization and Action
 141

 Section 12.02.
 Delegation of Duties
 143

 Section 12.03.
 Agents ’
 Reliance, Etc.
 143

 Section 12.04.
 Indemnification
 146

 Section 12.05.
 Successor Agents
 147

 Section 12.06.
 The Collateral Agent
 147

 Section 12.07.
 Erroneous Payments
 150

 ARTICLE XIII MISCELLANEOUS
 153

 Section 13.01.
 No Waiver; Modifications in Writing
 153

 Section 13.02.
 Notices, Etc.
 154

 Section 13.03.
 Taxes
 155

 Section 13.04.
 Costs and Expenses; Indemnification
 160

 Section 13.05.
 Execution in Counterparts
 162

 Section 13.06.
 Assignability
 163

 Section 13.07.
 Governing Law
 165

 Section 13.08.
 Severability of Provisions
 165

 Section 13.09.
 Confidentiality
 166

 Section 13.10.
 Merger
 166

 Section 13.11.
 Survival
 167

 Section 13.12.
 Submission to Jurisdiction; Waivers; Etc.
 168

 Section 13.13.
 Waiver of Jury Trial
 168

 Section 13.14.
 Right of Setoff; Payments Pro Rata.
 168

 Section 13.15.
 PATRIOT Act Notice
 169

 Section 13.16.
 Legal Holidays
 169

 iii

 Table
of Contents

 (continued)

 Page

 Section 13.17.
 Non-Petition
 169

 Section 13.18.
 Waiver of Setoff
 170

 Section 13.19.
 Collateral Agent, Collateral Custodian, Securities
 Custodian and Collateral Administrator Execution and Delivery.
 170

 Section 13.20.
 Other Business
 170

 Section 13.21.
 Acknowledgement and Consent to Bail-In of Affected
 Financial Institutions .
 170

 Section 13.22.
 Acknowledgement of the Administrative Agent and the
 Lenders.
 177

 Section 13.23.
 Acknowledgement Regarding Any Supported QFCs.
 177

 Section 13.24.
 Judgment Currency
 172

 ARTICLE XIV THE COLLATERAL ADMINISTRATOR
 173

 Section 14.01.
 Duties of the Collateral Administrator
 173

 Section 14.02.
 Fees of the Collateral Administrator
 175

 Section 14.03.
 Resignation of Collateral Administrator
 176

 Section 14.04.
 Merger; Consolidation
 176

 iv

 SCHEDULES

 Schedule 1
 Initial Commitments and Percentages

 Schedule 2
 Form of Monthly Report / Payment Date Report

 Schedule 3
 Initial Collateral Loans

 Schedule 4
 GICS Industry Classifications

 Schedule 5
 Notice Information

 Schedule 6
 Authorized Signatories

 EXHIBITS

 Exhibit A-1
 Form of Note

 Exhibit A-2
 Form of Swingline Note

 Exhibit B
 Form of Notice of Borrowing (with attached form of Borrowing Base Calculation Statement)

 Exhibit C
 Form of Notice of Prepayment

 Exhibit D
 Form of Assignment and Acceptance

 Exhibit E
 Form of Account Control Agreement

 Exhibit F
 Agreed-Upon Procedures

 Exhibit G-1
 Form of Facility Amount Increase Request

 Exhibit G-2
 Form of Facility Amount Increase Agreement

 Exhibit G-3
 Form of Lender Joinder Agreement

 v

 REVOLVING CREDIT AND SECURITY AGREEMENT

 REVOLVING CREDIT AND SECURITY
AGREEMENT, dated as of June 1, 2026, among SPCIF Funding II LLC , a Delaware limited
liability company, as borrower (the “ Borrower ”), the LENDERS from time to time party hereto, TRUIST BANK (“ Truist ”),
as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “ Administrative Agent ”)
and as Swingline Lender (in such capacity, the “ Swingline Lender ”), TRUIST SECURITIES, INC., a Tennessee corporation,
as lead arranger (the “ Lead Arranger ”), STONE POINT CREDIT INCOME ADVISER LLC, a Delaware limited liability company,
as collateral manager (in such capacity, the “ Collateral Manager ”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL
ASSOCIATION (“ BNY ”), as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the “ Collateral
Agent ”) and as collateral administrator (in such capacity, the “ Collateral Administrator ”).

 W I T N E
S S E T H :

 WHEREAS, the Borrower desires
that the Lenders make advances on a revolving basis to the Borrower on the terms and subject to the conditions set forth in this Agreement;
and

 WHEREAS, each Lender is willing
to make such advances to the Borrower on the terms and subject to the conditions set forth in this Agreement.

 NOW, THEREFORE, in consideration
of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

 ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS

 Section 1.01.           Definitions

 As used in this Agreement,
the following terms shall have the meanings indicated:

 “ Account
Control Agreement ” means the account control agreement, in connection with the USD Accounts and the Non-USD Accounts,
in substantially the form of Exhibit E and to the satisfaction of the Administrative Agent (or such other form as may be
mutually agreed among the Administrative Agent, Borrower, the Collateral Agent and the Securities Custodian).

 “ Adjusted EURIBOR
 Rate” means, with respect to any Interest Accrual Period, for Advances denominated in Euros, the EURIBOR Rate for such Interest
Accrual Period; provided that if the Adjusted EURIBOR Rate as so determined would be less than the Floor, the Adjusted EURIBOR
Rate shall be deemed to be the Floor.

 “ Adjusted SONIA
Rate ” means, with respect to any Interest Accrual Period, for Advances denominated in GBP, Daily Simple SONIA for such Interest
Accrual Period; provided that if the Adjusted SONIA Rate as so determined would be less than the Floor, the Adjusted SONIA Rate
shall be deemed to be the Floor.

 “ Administrative
Agent ” has the meaning assigned to such term in the introduction to this Agreement.

 “ Administrative
Agent Fee Letter ” means that certain fee letter, dated as of the date hereof, by and among the Administrative Agent and the
Borrower.

 “ Administrative
Expense Cap ” means, for any rolling twelve (12) month period, Administrative Expenses in an amount equal to $300,000 (other
than fees and expenses incurred on or prior to the Closing Date).

 “ Administrative
Expenses ” means, for any Interest Accrual Period, the fees and expenses (including fees and costs of counsel and indemnities)
and other amounts payable by the Borrower due or accrued with respect to any Payment Date and payable by the Borrower in the following
order:

 (a)           first ,
on a pro rata basis, to the Collateral Agent, the Securities Custodian, the Collateral Custodian and the Collateral Administrator, any
amounts (including fees and costs of counsel and indemnities) payable to such entities pursuant to the Facility Documents; and

 (b)          second ,
on a pro rata basis, to:

 (i)            the
Independent Accountants, agents (other than the Collateral Manager) and counsel of the Borrower for fees and expenses related to the
Collateral and the Facility Documents and to the Independent Manager of the Borrower for its fees and expenses incurred in acting in
such capacity; and

 (ii)           to
any rating agency for fees and expenses in connection with the rating of (or provision of credit estimates in respect of) any Collateral
Loan.

 “ Advance Rate ”
means, with respect to any Collateral Loan, the corresponding percentage for the loan type set forth below:

 Loan Type
 Advance Rate

 First Lien Loan
 75.0 %

 Split First Lien Loan
 75.0 %

 Second Lien Loan
 35.0 %

 “ Advances ”
means each revolving loan advance by the Lenders (including the Swingline Lender) to the Borrower on a Borrowing Date pursuant to Article II
(including each Swingline Advance and each advance made for the purpose of refunding the Swingline Lender for any Swingline Advances
pursuant to Section 2.15(a) ).

 “ Affected Financial
Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution .

 2

 “ Affected
Person ” means (i) the Administrative Agent, each Lender and each of their respective Affiliates and (ii) any
assignee or participant of any Lender.

 “ Affiliate ”
means, in respect of a referenced Person, another Person Controlling, Controlled by or under common Control with such referenced Person;
 provided that a Person shall not be deemed to be an “Affiliate” of an Obligor solely because it is under the common
ownership or control of the same financial sponsor or affiliate thereof as such Obligor (except if any such Person or Obligor provides
collateral for, guarantees or otherwise supports the obligations of the other such Person or Obligor).

 “ Agents ”
means, collectively, the Administrative Agent and the Collateral Agent.

 “ Aggregate Collateral
Balance ” means, at any time, the sum of:

 (a)         
   the Aggregate Principal Balance of all Eligible Collateral Loans (other than Defaulted Collateral Loans, Credit
Improved Loans, Haircut Collateral Loans and Discount Collateral Loans), plus

 (b)      
      the Defaulted Collateral Loan Balance, plus

 (c)      
      the aggregate purchase price (i.e., the purchase price as a percentage of par multiplied
by the current Principal Balance) of all Discount Collateral Loans that are Eligible Collateral Loans and not Defaulted
Collateral Loans, Haircut Collateral Loans or Credit Improved Loans, plus

 (d)          
the aggregate unfunded commitments of all Delayed Drawdown Collateral Loans and Revolving Collateral Loans that are Eligible
Collateral Loans, plus

 (e)      
      the Credit Improved Loan Collateral Balance, plus

 (f)    
         the Haircut Collateral Loan Balance.

 “ Aggregate Funded
Spread ” means, as of any date, the sum of:

 (i)     
        in the case of each Floating Rate Loan (excluding any Floor Loan) that bears interest at
a spread over an index based upon the Benchmark, (A) the excess of the stated interest rate spread (inclusive of any credit
spread adjustment) of such Floating Rate Loan over such index multiplied by (B) the Principal Balance of such
Collateral Loan;

 (ii)        
    in the case of each Floating Rate Loan (excluding any Floor Loan) that bears interest at a spread over an index
other than the Benchmark, (A) the excess of the stated interest rate (inclusive of any credit spread adjustment) of such
Floating Rate Loan over the Benchmark as then in effect (which spread or excess may be expressed as a negative percentage) multiplied
by (B) the Principal Balance of such Collateral Loan; and

 (iii)   
         in the case of each Floor Loan, (A) the excess of the interest rate on such
Floor Loan (including any interest rate spread) (inclusive of any credit spread adjustment) as of such date over the Benchmark
as then in effect (which spread or excess may be expressed as a negative percentage) multiplied by (B) the Principal Balance
of each such Collateral Loan.

 3

 “ Aggregate Principal
Balance ” means, when used with respect to all or a portion of the Collateral Loans, the sum of the Principal Balances of all
or of such portion of such Collateral Loans.

 “ Aggregate Unfunded
Spread ” means, as of any date, the sum of the products obtained by multiplying (a) for each Delayed Drawdown Collateral
Loan and Revolving Collateral Loan, the related commitment fee or other analogous fees (expressed at a per annum rate) then in
effect as of such date and (b) the undrawn commitments of each such Delayed Drawdown Collateral Loan and Revolving Collateral Loan
as of such date.

 “ Agreement ”
means this Revolving Credit and Security Agreement.

 “ Agreement Currency ”
has the meaning assigned in Section 13.24 .

 “ Anti-Corruption
Laws ” means, with respect to any Person, all laws, rules, and regulations of any jurisdiction applicable to such Person or
its subsidiaries from time to time concerning or relating to bribery or corruption.

 “ Anti-Money Laundering
Laws ” means the laws, rules and regulations imposed by any governmental authorities, including, without limitation, the
Government of Canada, with jurisdiction over the Borrower, the Collateral Manager or any of their respective subsidiaries that relate
to money laundering or terrorism financing or any financial record-keeping and reporting requirements thereunder.

 “ Applicable Law ”
means any Law of any Governmental Authority, including all federal and state banking or securities laws, to which the Person in question
is subject or by which it or any of its assets or properties are bound. For the avoidance of doubt, for purposes of Section 13.03 ,
 “Applicable Law” shall include FATCA.

 “ Applicable Margin ”
has the meaning assigned to such term in the Lender Fee Letter.

 “ Appraisal ”
means, with respect to any Collateral Loan, an appraisal of such Collateral Loan that is conducted by an Approved Appraisal Firm, which
may be in the form of an update or reaffirmation by an Approved Appraisal Firm of an appraisal of such Collateral Loan previously performed
by such Approved Appraisal Firm or another Approved Appraisal Firm.

 “ Approved Appraisal
Firm ” means each of Kroll, LLC (f/k/a Duff & Phelps Corp.), FTI Consulting, Inc., Houlihan Lokey, Lincoln International
LLC, Murray Devine, Valuation Research Corp., and any independent appraisal firm or independent financial advisor recognized as being
experienced in conducting valuations of secured loans retained by the Borrower, the Collateral Manager or the agent or lenders under
any Collateral Loan and consented to by the Borrower and the Administrative Agent, each in its reasonable discretion.

 4

 “ Assignment and
Acceptance ” means an Assignment and Acceptance in substantially the form of Exhibit D hereto, entered into by a
Lender, an assignee, the Administrative Agent and, if applicable, the Borrower.

 “ AUP Report Date ”
has the meaning assigned to such term in Section 8.09 .

 “ Authorized Officers ”
has the meaning assigned to such term in Section 13.02 .

 “ Available Tenor ”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a
term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark
pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of “Interest Accrual Period” pursuant to Section 2.11(e) .

 “ Bail-In Action ”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.

 “ Bail-In Legislation ”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from
time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of
the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(other than through liquidation, administration or other insolvency proceedings).

 “ Bankruptcy Code ”
means the United States Bankruptcy Code, Title 11, United States Code §§101 et seq .

 “ Base Rate ”
means, for any day, (I) with respect to Advances denominated in Dollars, a rate per annum equal to the highest
of (a) the Prime Rate, (b) the Federal Funds Rate, as in effect from time to time, plus 0.50% and (c) zero percent (0%)
and (II) with respect to Advances denominated in any other Eligible Currency, a rate per annum equal to the highest
of (a) the annual rate of interest announced from time to time by the Administrative Agent (or an Affiliate thereof) as being its
reference rate then in effect for determining interest rates on commercial extensions of credit made by it in (x) England (in the
case of Advances denominated in GBP), (y) the Euro Zone (in the case of Advances denominated in Euros) and (z) Canada (in the
case of Advances denominated in Canadian Dollars) and (b) zero percent (0%).

 5

 The Administrative Agent’s
prime lending rate and foreign currency reference rates are reference rates and do not necessarily represent the lowest or best rate
actually charged to any customer. The Administrative Agent and the Lenders may make commercial loans or other loans at rates of interest
at, above, or below such reference rates. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate, Term
SOFR or any foreign currency reference rate of the Administrative Agent will be effective from and including the effective date of such
change in the Prime Rate, the Federal Funds Rate, Term SOFR or such foreign currency reference rate, respectively. Interest calculated
pursuant to clause (I)(a) above will be determined based on a year of 365 or 366 days, as applicable, and actual days elapsed. Interest
calculated pursuant to clauses (I)(b) and (I)(c) above will be determined based on a year of 360 days and actual days elapsed.
Interest calculated pursuant to clause (II) above will be determined based on a year of (i) 365 days, in the case of Advances
denominated in GBP and (ii) 360 days, in the case of Advances denominated in Euros or Canadian Dollars, in each case for the actual
number of days elapsed.

 “ Base Rate Term
SOFR Determination Day ” shall have the meaning set forth in the definition of “Term SOFR”.

 “ Benchmark ”
means, initially, for Advances denominated (a) in Dollars, the Term SOFR Reference Rate, (b) in GBP, the Adjusted SONIA Rate,
(c) in Euros, the Adjusted EURIBOR Rate and (d) in Canadian Dollars, the Term CORRA Rate; provided that if a Benchmark
Transition Event has occurred with respect to the then-current Benchmark for such Eligible Currency, then “Benchmark” means
the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to
 Section 2.11(b) . Any reference to “Benchmark” shall include, as applicable, the published component used in the
calculation thereof.

 “ Benchmark Borrowing” means
a Borrowing that bears interest at a rate based on the applicable Benchmark, other than pursuant to the definition of “Base Rate”.

 “ Benchmark Replacement ”
means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the
Administrative Agent for the applicable Benchmark Replacement Date:

 (a)             in
the case of Advances denominated in Dollars, Daily Simple SOFR; or

 (b)            the
sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration
to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant
Governmental Body for the applicable Eligible Currency or (B) any evolving or then-prevailing market convention for determining
a benchmark rate as a replacement to the then-current Benchmark for syndicated credit facilities denominated in such Eligible Currency
and (ii) the related Benchmark Replacement Adjustment.

 If the Benchmark Replacement as determined pursuant
to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor
for the purposes of this Agreement and the other Facility Documents.

 6

 “ Benchmark Replacement
Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement,
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or
zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention
for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in such Eligible Currency.

 “ Benchmark Replacement
Date ” means, as determined by the Administrative Agent, the earliest to occur of the following events with respect to the then-current
Benchmark:

 (a)             in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the
date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such
Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors
of such Benchmark (or such component thereof); or

 (b)             in
the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark
(or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of
such Benchmark (or such component thereof) continues to be provided on such date.

 For the avoidance of doubt, the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) above with respect to
any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).

 “ Benchmark Transition
Event ” means, as determined by the Administrative Agent, the occurrence of one or more of the following events with respect
to the then-current Benchmark:

 (a)             a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

 7

 (b)             a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will
cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of
such Benchmark (or such component thereof); or

 (c)             a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not,
or as of a specified future date will not be, representative.

 For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in
the calculation thereof).

 “ Benchmark Unavailability
Period ” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such
time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Facility Document in
accordance with Section 2.11 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark
for all purposes hereunder and under any Facility Document in accordance with Section 2.11 .

 “ Beneficial Ownership
Certificate ” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification
shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers
published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

 “ Beneficial Ownership
Regulation ” means 31 C.F.R. §1010.230.

 “ Benefit Plan ”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan.”

 “ BNY Affiliate ”
has the meaning assigned to such term in Section 2.19(f) .

 “ Borrower ”
has the meaning assigned to such term in the introduction to this Agreement.

 “ Borrowing ”
has the meaning assigned to such term in Section 2.01 .

 8

 “ Borrowing Base ”
means, at any time, an amount equal to:

 (a)           the
Aggregate Collateral Balance (excluding unfunded commitments pursuant to clause (d) of the definition thereof) of all Eligible Collateral
Loans, minus

 (b)           (i) during
the Reinvestment Period, the Excess Concentration Amount (without duplication of any unfunded commitments excluded pursuant to clause
(a) of this definition) and (ii) after the Reinvestment Period, the Excess Concentration Amount calculated as of the last
day of the Reinvestment Period.

 “ Borrowing Base
Calculation Statement ” means a statement in substantially the form attached to the form of Notice of Borrowing attached hereto
as Exhibit B , as such form of Borrowing Base Calculation Statement may be modified by the Administrative Agent with the consent
of the Collateral Manager from time to time to the extent such form does not, in the good faith opinion of the Administrative Agent,
accurately reflect the calculation of the Borrowing Base required hereunder, in each case, as notified to the Collateral Administrator
in consultation with the Borrower.

 “ Borrowing Date ”
means the date of a Borrowing.

 “ Business Day ”
means any day other than a Saturday or Sunday; provided that days on which banks are authorized or required to close in New York
City, Boston, Massachusetts, or in the state where the offices of the Collateral Agent, the Collateral Administrator, the Securities
Custodian or the Collateral Custodian, initially, Houston, Texas, in each case, shall not constitute Business Days; provided further
that, with respect to Advances denominated in (i) Euros, such day is also a TARGET Day, (ii) GBP, such day is also a day on
which commercial banks are open for business in London, England and (iii) Canadian Dollars, such day is also a day on which commercial
banks are open for business in Toronto, Ontario, Canada.

 “ CAD Interest Collection
Account ” has the meaning assigned to such term in Section 8.02(a) .

 “ CAD Principal Collection
Account ” has the meaning assigned to such term in Section 8.02(a) .

 “ Canadian Dollar ”
means the lawful currency for the time being of Canada.

 “ Cash ”
means Dollars immediately available on the day in question.

 “ Certificated Security ”
has the meaning specified in Section 8-102(a)(4) of the UCC.

 9

 “ Change in Law ”
means (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance
by any Lender (or, for purposes of Section 2.09(b) , by any lending office of such Lender or by such Lender’s holding
company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made
or issued after the Closing Date; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection
therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”
hereunder regardless of the date of effectiveness.

 “ Change of Control ”
means, at any time, the occurrence of one of the following events: (a) the Fund shall cease to directly own, free and clear of all
Liens (other than Permitted Liens at any time) or other encumbrances, all of the outstanding equity interests of the Borrower or (b) the
Collateral Manager ceases to directly or indirectly manage the assets of the Borrower.

 “ Clearing Agency ”
means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

 “ Clearing Corporation ”
means each entity included within the meaning of “clearing corporation” under Section 8-102(a)(5) of the UCC.

 “ Clearing Corporation
Security ” means securities which are in the custody of or maintained on the books of a Clearing Corporation or a nominee subject
to the control of a Clearing Corporation and, if they are Certificated Securities in registered form, properly endorsed to or registered
in the name of the Clearing Corporation or such nominee.

 “ Closing Date ”
means June 1, 2026.

 “ Code ”
means the Internal Revenue Code of 1986, as amended.

 “ Collateral ”
has the meaning assigned to such term in Section 7.01(a) .

 “ Collateral Administrator ”
has the meaning assigned to such term in the introduction to this Agreement.

 “ Collateral Agent ”
has the meaning assigned to such term in the introduction to this Agreement.

 “ Collateral Agent
Fee Letter ” means the fee letter, dated as of the Closing Date, between the Collateral Agent and the Borrower setting forth
the fees and other amounts payable by the Borrower to the Collateral Agent (in any of its capacities) in connection with the transactions
contemplated by this Agreement and any other Facility Documents.

 “ Collateral Custodian ”
means BNY, in its capacity as collateral custodian under the Custodian Agreement, and any successor thereto in such capacity.

 10

 “ Collateral
Default Ratio ” means, as of any date of determination, the percentage equivalent of a fraction (i) the numerator
of which is equal to the product of (a) the sum of the Aggregate Principal Balance of all Collateral Loans that became Defaulted
Collateral Loans during the immediately prior twelve (12) month period multiplied by (b) 1 minus the applicable Recovery
Rate for each Collateral Loan, and (ii) the denominator of which is equal to (a) the sum of the Aggregate Principal Balance
of all Eligible Collateral Loans as of the first day of each month during the immediately preceding twelve (12) months divided by
(b) 12; provided that, for purposes of calculating this ratio, for any date of determination during the Ramp-Up
Period, the denominator in the preceding clause (ii) shall equal the Facility Amount.

 “ Collateral Interest
Amount ” means, as of any date of determination, without duplication, the aggregate amount of Interest Proceeds that has been
received or that is expected to be received (other than Interest Proceeds expected to be received from Defaulted Collateral Loans and
Ineligible Collateral Loans, in each case unless actually received), in each case during the Collection Period (and, if such Collection
Period does not end on a Business Day, the next succeeding Business Day) in which such date of determination occurs.

 “ Collateral Loan ”
means a loan, debt obligation or debt security acquired by the Borrower.

 “ Collateral Management
Standard ” has the meaning assigned to such term in Section 11.02(d) .

 “ Collateral Manager ”
means Stone Point, in its capacity as Collateral Manager hereunder and any successor thereto in accordance herewith.

 “ Collateral Manager
Expense Cap ” means, for any rolling twelve (12) month period, Collateral Manager Expenses in an amount equal to $100,000.

 “ Collateral Manager
Expenses ” means the out-of-pocket expenses incurred by the Collateral Manager in connection with the Facility Documents.

 “ Collateral Manager
Removal Event ” means any one of the following events:

 (a)           the
Collateral Manager breaches in any material respect any covenant or agreement applicable to it under this Agreement or any other Facility
Document to which it is a party (it being understood that failure to meet any Coverage Test, Concentration Limitation, Collateral Quality
Test or the Maximum Advance Rate Default Test is not a breach under this subclause (a) ), and, if capable of being cured, is not
cured within ten (10) Business Days of the earlier of (i) a Responsible Officer of the Borrower acquiring actual knowledge
of such breach or (ii) its receiving written notice from either Agent of such breach;

 (b)           the
failure of any representation, warranty, or certification made or delivered by the Collateral Manager in or pursuant to this Agreement
or any other Facility Document to be correct in any material respect when made and, if capable of being cured, is not cured within 30
calendar days of the earlier of (i) a Responsible Officer of the Borrower acquiring actual knowledge of such breach or (ii) its
receiving written notice from either Agent of such failure;

 11

 (c)           the
occurrence and continuation of an Event of Default described in Section 6.01(g)(i) or (ii) (in each case,
to the extent relating to the Collateral Manager), or Section 6.01(g)(iii) ;

 (d)           the
rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money
in excess individually or in the aggregate of $5,000,000 against the Collateral Manager (net of amounts covered by insurance), and the
Collateral Manager shall not have either (i) discharged or provided for the discharge of any such judgment, decree or order in accordance
with its terms or (ii) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed
during the pendency of the appeal, in each case, within sixty (60) days from the date of entry thereof;

 (e)           the
failure of the Collateral Manager to make any payment when due (after giving effect to any related grace period set forth in the related
agreements) under one or more agreements for borrowed money to which it is a party in an aggregate amount in excess of $5,000,000 if
the effect of such failure has resulted in the acceleration of such debt;

 (f)           the
Collateral Manager shall amend, change or alter its credit and collection policies and procedures in a manner that has a material adverse
effect on the Lenders without the prior written consent of each of the Lenders; or

 (g)           a
Change of Control occurs;

 (h)           an
Insolvency Event relating to the Collateral Manager occurs; or

 (i)           (i) the
occurrence of an act by the Collateral Manager that constitutes fraud or criminal activity in the performance of its obligations hereunder
(as determined pursuant to a final adjudication by a court of competent jurisdiction) or the Collateral Manager being indicted for a
criminal offense materially related to its business of providing asset management services and such indictment remains undismissed for
at least 90 days or (ii) any Responsible Officer of the Collateral Manager primarily responsible for the performance by the Collateral
Manager of its obligations hereunder (in the performance of his or her investment management duties) is indicted for a criminal offense
materially related to the business of the Collateral Manager providing asset management services and continues to have responsibility
for the performance by the Collateral Manager hereunder for a period of ten (10) days after such indictment.

 “ Collateral Manager
Removal Notice ” shall have the meaning specified in Section 11.01(b) .

 “ Collateral Quality
Test ” means a test that is satisfied if, as of any date of determination after the Ramp-Up Period, in the aggregate, the Collateral
Loans owned (or, in relation to a proposed purchase of a Collateral Loan, both owned and proposed to be owned) by the Borrower satisfy,
or if not satisfied, maintain or improve, each of the tests set forth below, calculated, in each case, in accordance with Section 1.04 :

 (a)             the
Minimum Weighted Average Spread Test;

 12

 (b)             the
Minimum Weighted Average Coupon Test; and

 (c)             the
Maximum Weighted Average Life Test.

 For the avoidance
of doubt, the Collateral Quality Tests shall be deemed inapplicable during the Ramp-Up Period.

 “ Collection
Account ” has the meaning assigned to such term in Section 8.02 and includes the USD Principal Collection
Account, the USD Interest Collection Account, the CAD Principal Collection Account, the CAD Interest Collection Account, the EUR Principal
Collection Account, the EUR Interest Collection Account, the GBP Principal Collection Account and the GBP Interest Collection Account.

 “ Collection Date ”
means the date on which the aggregate outstanding principal amount of the Advances have been repaid in full and all Interest and fees
and all other Obligations (other than contingent indemnification and reimbursement obligations which are unknown, unmatured and/or for
which no claim giving rise thereto has been asserted) have been paid in full, and the Borrower shall have no further right to request
any additional Advances.

 “ Collection Period ”
means, with respect to any Payment Date, the period commencing the day immediately following the prior Collection Period (or on the Closing
Date, in the case of the Collection Period relating to the first Payment Date) and ending on the last day of the month that immediately
precedes the month in which such Payment Date occurs or, in the case of the Collection Period immediately preceding the Final Maturity
Date or the Collection Period immediately preceding an optional prepayment in whole of the Advances, ending on the Business Day preceding
the Final Maturity Date or the date of such prepayment, respectively.

 “ Collections ”
means all cash collections, distributions, payments or other amounts received, or to be received, by the Borrower from any Person in
respect of any Collateral Loan constituting Collateral, including all principal, interest, fees, distributions and redemption and withdrawal
proceeds payable to the Borrower under or in connection with any such Collateral Loans and all Proceeds from any sale or disposition
of any such Collateral Loans.

 “ Commitment ”
means, as to each Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, Advances to the Borrower
pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding for such Lender up to but not exceeding
the amount set forth opposite the name of such Lender on Schedule 1 or in the Assignment and Acceptance or the Lender Joinder
Agreement pursuant to which such Lender shall have assumed its Commitment, as applicable, as such amount may be reduced from time to
time pursuant to Section 2.06 , increased from time to time pursuant to Section 2.18 or increased or reduced from
time to time pursuant to assignments effected in accordance with Section 13.06(a) .

 “ Commitment Fee ”
has the meaning assigned to such term in the Lender Fee Letter.

 “ Commitment Termination
Date ” means the last day of the Reinvestment Period.

 13

 “ Competitor ”
means any (i) (a) fund or “business development company” that devotes a significant portion of its business resources
on credit lending and that directly and routinely competes with Stone Point’s direct lending business, (b) hedge fund or (c) specialty
finance company, (ii) any Person controlled by, or controlling, or under common control with, a Person referred to in clause (i) above
or (iii) any Person that serves as an investment advisor with discretionary investment authority to a Person referred to in clause
(i) above; provided that, in no event shall the term “Competitor” include any commercial bank or investment bank.

 “ Concentration Limitations ”
means, as of any date of determination, the following limitations (calculated without duplication) as applied to the Aggregate Collateral
Balance of the Eligible Collateral Loans (including, for Delayed Drawdown Collateral Loans and Revolving Collateral Loans, the unfunded
commitments thereunder) owned (or, in relation to a proposed purchase of an Eligible Collateral Loan, proposed to be owned) by the Borrower,
calculated as a percentage of (i) during the Ramp-Up Period (or such later date as may be extended by the Administrative Agent in
its sole discretion), the Concentration Test Amount and (ii) at all times thereafter, the Aggregate Principal Balance of all Eligible
Collateral Loans (including, for Delayed Drawdown Collateral Loans and Revolving Collateral Loans, the unfunded commitments thereunder)
owned by the Borrower (after giving effect to any proposed purchase of Eligible Collateral Loans), plus the aggregate amount on
deposit in the Principal Collection Account:

 (a)             not
more than 5.00% may consist of Collateral Loans that are issued by a single Obligor and its Affiliates, except that up to 6.67% may consist
of Collateral Loans issued by each of the three largest single Obligors and their respective Affiliates;

 (b)             as
determined in good faith by the Collateral Manager, not more than 12.5% may consist of Collateral Loans that are issued by Obligors and
their Affiliates that belong to any single GICS Industry Classification; provided not more than 18.00% may consist of
Collateral Loans that are issued by Obligors and their Affiliates that belong to any of GICS Industry Classifications 202020 (Professional
Services), 351020 (Health Care Providers & Services), 351030 (Health Care Technology), 402010 (Financial Services), 402020 (Consumer
Finance), 402030 (Capital Markets), 451020 (IT Services) and 451030 (Software); provided , further , that
(x) one of the foregoing GICS Industry Classifications may constitute up to 20.00% and (y) GICS Industry Classification 403010
(Insurance) may constitute up to 25.00%;

 (c)             not
more than 15.00% may consist of Second Lien Loans;

 (d)             not
more than 5.00% may consist of DIP Loans;

 (e)             not
more than 7.50% may consist of Collateral Loans denominated in an Eligible Foreign Currency; provided that any such Eligible Foreign
Currency is subject to currency fluctuation hedging in form and substance reasonably satisfactory to the Administrative Agent;

 (f)              not
more than 10.00% may consist of Collateral Loans whose Obligors are domiciled in an Eligible Foreign Country; provided that
not more than 5.00% may consist of Collateral Loans whose Obligors are domiciled in an Eligible Foreign Country located within the Euro
Zone;

 14

 (g)           not
more than 10.00% may consist of Partial PIK Loans that are currently paying a portion of interest “in-kind”; provided
 that any Partial PIK Loans that provide for periodic payments of interest thereon in cash at least semi-annually (i) with an
applicable floating rate margin greater than or equal to 4.00% per annum or (ii) a fixed rate margin greater than or equal
to 8.00% per annum shall be excluded from the limitations set forth in this clause (g) ;

 (h)         
    not more than 15.00% may consist of the unfunded portions of Revolving Collateral Loans and Delayed Drawdown
Collateral Loans, collectively;

 (i)    
          not more than 10.00% may consist of Collateral Loans that provide for payment of
interest less frequently than quarterly;

 (j)     
         not more than 10.00% may consist of Discount Collateral Loans;

 (k)   
         except in the case of Haircut Collateral Loans, not more than 15.00% may
consist of Collateral Loans whose Obligors have an EBITDA that is less than $15,000,000;

 (l)              except
in the case of Haircut Collateral Loans, not more than 20.00% may consist of Collateral Loans that exceed one or more of the following
limits: (i) the Obligor on such Collateral Loan is a Tier 1 Obligor and has (x) with respect to a Collateral Loan other than
a Stretch Senior Loan, (A) a Senior Leverage Ratio greater than 5.75x, or (B) a Total Leverage Ratio greater than 8.00x, or
(y) with respect to a Stretch Senior Loan, a Total Leverage Ratio greater than 6.75x; (ii) the Obligor on such Collateral Loan
is a Tier 2 Obligor and has (x) with respect to a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio
greater than 5.00x, or (B) a Total Leverage Ratio greater than 7.00x, or (y) with respect to a Stretch Senior Loan, a Total
Leverage Ratio greater than 6.00x; (iii) the Obligor on such Collateral Loan is a Tier 3 Obligor and has (x) with respect to
a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio greater than 4.25x, or (B) a Total Leverage
Ratio greater than 6.00x, or (y) with respect to a Stretch Senior Loan, a Total Leverage Ratio greater than 5.25x or (iv) the
Obligor on such Collateral Loan is a Tier 4 Obligor and has (x) with respect to a Collateral Loan other than a Stretch Senior Loan,
(A) a Senior Leverage Ratio greater than 3.75x, or (B) a Total Leverage Ratio greater than 5.00x, or (y) with respect
to a Stretch Senior Loan, a Total Leverage Ratio greater than 4.50x;

 (m)            not
more than 15.00% may consist of Collateral Loans that, at the time of acquisition thereof by the Borrower or the Borrower’s commitment
to acquire the same, were LBO Loans;

 (n)             not
more than 10.00% may consist of Fixed Rate Loans;

 (o)             not
more than 25.00% may consist of Credit Improved Loans;

 15

 (p)             not
more than 3.00% may consist of Collateral Loans with attached equity kickers (solely to the extent the rights with respect to such equity
kicker are held by the Borrower);

 (q)             not
more than 20.00% may consist of Covenant Lite Loans;

 (r)              not
more than 10.00% may consist of Collateral Loans with a remaining term to maturity of more than seven (7) years but less than or
equal to eight (8) years; and

 (s)             not
more than 5.00% may consist of participation interests; provided that, such participation interests are elevated to a full assignment
within seventy-five (75) calendar days of acquisition thereof by the Borrower; provided however, that, if not so elevated, such
Collateral Loan shall no longer constitute an Eligible Collateral Loan until such Collateral Loan is elevated, unless the Administrative
Agent otherwise consents to a longer period in its sole discretion.

 “ Concentration Test
Amount ” means the Facility Amount then in effect divided by 72.5%.

 “ Conforming Changes ”
means, with respect to either the use or administration of Term SOFR, SONIA, the Adjusted SONIA Rate, Daily Simple SONIA, the EURIBOR
Rate, the Adjusted EURIBOR Rate, CORRA, the Term CORRA Rate or any other Benchmark or the use, administration, adoption or implementation
of any Benchmark Replacement for any Eligible Currency, any technical, administrative or operational changes (including changes to the
definition of “Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities
Business Day”, the definition of “Interest Accrual Period” or any similar or analogous definition (or the addition
of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of
borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability
of Section 2.09 and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation
with the Borrower) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides
that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that
no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent
decides (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other
Facility Documents).

 “ Connection Income
Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.

 “ Constituent Documents ”
means, in respect of any Person, the certificate or articles of formation or organization, the limited liability company agreement, operating
agreement, partnership agreement, trust agreement, bylaws, joint venture agreement or other applicable agreement of formation or organization
(or equivalent or comparable constituent documents) and other organizational documents and by-laws and any certificate of incorporation,
declaration of trust, certificate of formation, certificate of limited partnership and other agreement or similar instrument filed or
made in connection with its formation or organization, in each case, as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time.

 16

 “ Control ”
means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether
through ownership, by contract, arrangement or understanding, or otherwise. “ Controlled ” and “ Controlling ”
have the meaning correlative thereto.

 “ CORRA ”
means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

 “ Covenant Lite Loan ”
means a Collateral Loan that does not require the Obligor to comply with at least one of the following financial covenants during each
reporting period applicable to such Collateral Loan: maximum leverage, maximum senior leverage, maximum first lien leverage, minimum
fixed charge coverage, minimum tangible net worth, minimum net worth, minimum debt service coverage, minimum interest coverage, maximum
capital expenditures, minimum EBITDA, minimum liquidity, or other customary financial covenants; provided that, notwithstanding
the foregoing, a Collateral Loan shall be deemed not to be a Covenant Lite Loan for all purposes if the Related Documents with respect
to such Collateral Loan contain a cross-default provision to, or the Collateral Loan is pari passu with, another loan of the underlying
Obligor that requires such Obligor to comply with one or more of the foregoing financial covenants; provided , further ,
that a Revolving Collateral Loan shall not be considered a Covenant Lite Loan if it contains any of the foregoing financial covenants
but such covenants apply only if such Revolving Collateral Loan has an outstanding balance.

 “ Coverage Test ”
means each of (a) the Maximum Advance Rate Test and (b) the Interest Coverage Ratio Test.

 “ Covered
Account ” means each of the Collection Account (including the Interest Collection Account and the Principal Collection
Account), the Payment Account, the Revolving Reserve Account, the USD Custodial Account and any subaccounts thereof. Each Covered Account
shall be comprised of a securities account, and such subaccounts as the Collateral Agent deems necessary or convenient for the administration
of this engagement.

 “ Credit Improved
Loan ” means:

 (a)    
         with respect to any Defaulted Collateral Loan, after the date on which such loan
became a Defaulted Collateral Loan (other than as a result of a Material Modification), (i) it is current on all required
scheduled payments of principal, interest and recurring fees for a period of three months (if such loan pays monthly), two quarters
(if such loan pays quarterly) or one year (if such loan pays semiannually) and (ii) it would satisfy the definition of Eligible
Collateral Loan (other than clause (k) or clause (dd) thereof) if purchased at such time; and

 17

 (b)            with respect to any Collateral Loan which has been the
subject of a Material Modification, either (i) after the date on which such loan became a Collateral Loan which is the subject
of a Material Modification, (A) it is current on all required scheduled payments of principal, interest and recurring fees for
a period of three months (if such loan pays monthly), two quarters (if such loan pays quarterly) or one year (if such loan pays
semiannually) and (B) it would satisfy the definition of Eligible Collateral Loan (other than clause (k) thereof as
a result of such Collateral Loan being subject to a Material Modification) if purchased at such time, or (ii) the
Administrative Agent has consented in writing to such Collateral Loan no longer constituting a loan which has been the subject of a
Material Modification hereunder.

 “ Credit Improved
Loan Collateral Balance ” means, for each Credit Improved Loan constituting an Eligible Collateral Loan, at any time, the lesser
of (a) such Credit Improved Loan’s Principal Balance and (b) such Credit Improved Loan’s Market Value.

 “ Custodian Agreement ”
means that certain Custodian Agreement, dated as of the Closing Date, among the Collateral Custodian, the Borrower and the Collateral
Agent.

 “ Daily Simple SOFR ”
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative
Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple SOFR” for syndicated business loans; provided , that if the Administrative Agent decides that any such convention
is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its
reasonable discretion.

 “ Daily Simple SONIA ”
means, for any day (a “ SONIA Interest Day ”), a rate per annum equal to SONIA for the day that is five (5) London
Banking Days prior to such SONIA Interest Day.

 “ Data File ”
has the meaning specified in Section 8.07(a) .

 “ Debt to Capitalization
Ratio ” means, with respect to any Collateral Loan, the ratio of total indebtedness for borrowed money to total capitalization
of the related Obligor as calculated by the Collateral Manager in good faith using information from and calculations consistent with
the relevant financial models, pro forma financial statements, compliance statements and financial reporting packages provided by the
relevant Obligor as per the requirements of the Related Documents.

 “ Default ”
means any event which, with the passage of time, the giving of notice, or both, would (if not cured or otherwise remedied during such
time) constitute an Event of Default.

 “ Defaulted Collateral
Loan ” means any Collateral Loan as to which at any time:

 (a)             a
default as to all or any portion of one or more payments of principal, interest or commitment fees (solely to the extent that a default
in the payment of such commitment fees constitutes an event of default under the applicable Related Documents) has occurred (giving effect
to any grace period applicable thereto but in no event exceeding ten (10) Business Days past the applicable due date);

 18

 (b)            a default (other than a payment default described in clause (a) of this definition)
has occurred under the applicable Related Documents and for which the Borrower (or the agent or required lenders pursuant to the
applicable Related Documents, as applicable) has elected to exercise any of its rights or remedies under the applicable Related
Documents (relating to acceleration or foreclosing on collateral);

 (c)            except
in the case of a DIP Loan, an Insolvency Event with respect to the related Obligor has occurred;

 (d)       
     any portion of principal and/or interest (other than default interest) payable thereunder has been
waived or forgiven by the holders of such obligation (other than the waiver of any excess cash flow payment or mandatory prepayment
for an asset sale, debt incurrence, equity raise or extraordinary receipt that was not due to the credit deterioration of the
underlying Obligor);

 (e)       
     the Collateral Manager has reasonably determined in accordance with the Collateral Management Standard
that such Collateral Loan is not collectible or should be placed on “non-accrual” status; or

 (f)  
           is subject to a Material Modification (subject to clause
(i) of the proviso contained in the definition thereof), which has not been consented to by the Administrative Agent in its
reasonable discretion (whether before or after the effectiveness thereof);

 provided
that a Collateral Loan that meets the criteria for a Credit Improved Loan shall no longer be characterized as a Defaulted Collateral
Loan hereunder.

 “ Defaulted Collateral
Loan Balance ” means, for each Defaulted Collateral Loan, at any time, the lesser of (a) the current Market Value of such
Defaulted Collateral Loan and (b) the product of (i) the Recovery Rate of such Defaulted Collateral Loan and (ii) the
Principal Balance of such Defaulted Collateral Loan; provided that the Defaulted Collateral Loan Balance shall be zero (0) if
such loan is a Defaulted Collateral Loan pursuant to the definition thereof for six (6) consecutive months.

 19

 “ Defaulting Lender ”
means, at any time, any Lender that (a) has failed for two (2) or more Business Days after a Borrowing Date to fund its portion
of an Advance (including its participation in a Swingline Advance) required pursuant to the terms of this Agreement (other than failures
to fund as a result of a bona fide dispute as to whether the conditions to borrowing were satisfied on the relevant Borrowing
Date), (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations
hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund an Advance (including participation in a Swingline Advance) hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically
identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after
written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that
it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has,
or has a direct or indirect parent company that has, (i) become the subject of a proceeding under the Bankruptcy Code or any other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, receivership, insolvency, reorganization
or similar debtor relief laws of the United States or other applicable jurisdiction or (ii) had appointed for it a receiver, custodian,
conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation
of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting
in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof
by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction
of courts within the United States or from the enforcement of judgment or writs of attachment on its assets or permit such Lender (or
such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination
by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) shall
be conclusive and binding absent manifest error.

 “ Delayed Drawdown
Collateral Loan ” means a Collateral Loan that (a) requires (whether or not subject to satisfaction of certain conditions
precedent in the applicable Related Documents) the Borrower to make one or more future advances to the Obligor under the applicable Related
Documents, (b) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates, and (c) does not permit
the re-borrowing of any amount previously repaid by the Obligor thereunder; provided that any such Collateral Loan will be a Delayed
Drawdown Collateral Loan only to the extent of undrawn commitments and solely until all commitments by the Borrower to make advances
on such Collateral Loan to the Obligor under the Related Documents expire or are terminated or are reduced to zero.

 “ Deliver ”
or “ Delivered ” or “ Delivery ” means the taking of the following steps:

 (a)   
          in the case of each Certificated Security (other than a Clearing
Corporation Security) or Instrument:

 (i)           causing
the delivery of such Certificated Security or Instrument to the Securities Custodian (or, for any such items which are promissory notes
or other evidence representing a loan obligation, the Collateral Custodian) by registering the same in the name of the Securities Custodian
or its affiliated nominee or by endorsing the same to the Securities Custodian in blank;

 20

 (ii)           causing
the Securities Custodian to indicate continuously on its books and records that such Certificated Security or Instrument is credited
to the applicable Covered Account; and

 (iii)          causing
the Securities Custodian (or, for any such items which are promissory notes or other evidence representing a loan obligation, the Collateral
Custodian) to maintain continuous possession of such Certificated Security or Instrument;

 (b)        
    in the case of each Uncertificated Security (other than a Clearing Corporation Security):

 (i)       
    causing such Uncertificated Security to be continuously registered on the books of the issuer thereof to the
Securities Custodian; and

 (ii)           causing
the Securities Custodian to continuously indicate on its books and records that such Uncertificated Security is credited to the applicable
Covered Account;

 (c)           in
the case of each Clearing Corporation Security:

 (i)        
   causing the relevant Clearing Corporation to credit such Clearing Corporation Security to the securities
account of the Securities Custodian; and

 (ii)           causing
the Securities Custodian to continuously indicate on its books and records that such Clearing Corporation Security is credited to the
applicable Covered Account;

 (d)      
      in the case of each security issued or guaranteed by the United States of America or an agency or
instrumentality thereof and that is maintained in book-entry records of a Federal Reserve Bank (“ FRB ”) (each such
security a “ Government Security ”):

 (i)         
   causing the creation of a Security Entitlement to such Government Security by the credit of such Government Security
to the securities account of the Securities Custodian at such FRB; and

 (ii)           causing
the Securities Custodian to continuously indicate on its books and records that such Government Security is credited to the applicable
Covered Account;

 (e)
            in the case of each Security Entitlement not governed
by clauses (a) through (d) above:

 (i)           causing
a Securities Intermediary (x) to indicate on its books and records that the underlying Financial Asset has been credited to the
appropriate Covered Account, (y) to receive a Financial Asset from a Securities Intermediary or to acquire the underlying Financial
Asset from a Securities Intermediary, and in either case, accepting it for credit to the appropriate Covered Account or (z) to become
obligated under any other law, regulation or rule to credit the underlying Financial Asset to a Securities Intermediary’s
securities account;

 21

 (ii)           causing
such Securities Intermediary to make entries on its books and records continuously identifying such Security Entitlement as belonging
to the Securities Custodian and continuously indicating on its books and records that such Security Entitlement is credited to one of
the Covered Accounts, which shall at all times be a securities account; and

 (iii)          causing
the Securities Custodian to continuously indicate on its books and records that such Security Entitlement (or all rights and property
of the Securities Custodian representing such Security Entitlement) is credited to the applicable Covered Account;

 (f)      
       in the case of Cash or Money:

 (i)           causing
the delivery of such Cash or Money to the Securities Custodian;

 (ii)          [reserved];
and

 (iii)         causing
the Securities Custodian to continuously indicate on its books and records that such Cash or Money so held is credited to the
applicable Covered Account;

 (g)      
      with respect to such of the Collateral as constitutes an account or a general intangible or is
not otherwise described in the foregoing clauses (a) through (f) , causing to be filed with the Delaware Secretary
of State a properly completed UCC financing statement that names the Borrower as debtor and the Collateral Agent as secured party
and that describes such Collateral (which financing statement may have been previously filed) or any equivalent filing in any
applicable jurisdiction; or

 (h)      
      in the case of each of clauses (a) through (g) above, such additional or
alternative procedures as may hereafter become appropriate to perfect the security interest granted to the Collateral Agent
hereunder in such items of the Collateral, consistent with Applicable Law.

 In addition, the Collateral
Manager on behalf of the Borrower will obtain any and all consents required by the Related Documents relating to any Instruments, accounts
or general intangibles for the transfer of ownership and/or pledge hereunder (except to the extent that the requirement for such consent
is rendered ineffective under Section 9-406 of the UCC).

 “ Determination Date ”
means the last day of each Collection Period.

 22

 “ DIP Loan ”
means an obligation:

 (a)        
    obtained or incurred after the entry of an order of relief in a case pending under Chapter 11 of the Bankruptcy
Code;

 (b)       
     to a debtor in possession as described in Chapter 11 of the Bankruptcy Code or a trustee (if appointment
of such trustee has been ordered pursuant to Section 1104 of the Bankruptcy Code);

 (c)     
       on which the related Obligor is required to pay interest and/or principal on a current
basis; and

 (d)      
      approved by a Final Order or Interim Order of the bankruptcy court so long as such obligation is
(i) fully secured by a Lien on the debtor’s otherwise unencumbered assets pursuant to Section 364(c)(2) of the
Bankruptcy Code, (ii) fully secured by a Lien of equal or senior priority on property of the debtor estate that is otherwise
subject to a Lien pursuant to Section 364(d) of the Bankruptcy Code or (iii) secured by a junior Lien on the
debtor’s encumbered assets (so long as such loan is fully secured based on the most recent current valuation or appraisal
report, if any, of the debtor).

 “ Discount Collateral
Loan ” means any Collateral Loan having a purchase price of less than 95.0% of par.

 “ Dollar
Equivalent ” means, with respect to any amount of an Eligible Foreign Currency, the amount of Dollars that would be required
to purchase the amount of such Eligible Foreign Currency, using the reciprocal foreign exchange rates obtained as described in the definition
of the term Spot Rate.

 “ Dollars ”
and “ $ ” mean lawful money of the United States of America.

 “ Due Date ”
means each date on which any payment is due on a Collateral Loan in accordance with its terms.

 “ EBITDA ”
means, with respect to any Relevant Test Period and any Collateral Loan, the meaning of the term “Adjusted EBITDA”, the term
 “EBITDA” or any comparable definition in the Related Documents for such period and Collateral Loan (or, in the case of a
Collateral Loan for which the Related Documents have not been executed, as set forth in the relevant marketing materials or financial
model in respect of such Collateral Loan, until the first testing period after the Related Documents have been executed) as determined
in the good faith discretion of the Collateral Manager, and, in any case that the term “Adjusted EBITDA”, the term “EBITDA”
or such comparable definition is not defined in such Related Documents or marketing materials or financing model, an amount, for the
principal Obligor thereunder and any of its parents or subsidiaries that are obligated as guarantor pursuant to the Related Documents
for such Collateral Loan and their respective Subsidiaries (determined on a consolidated basis without duplication in accordance with
GAAP (and also on a pro forma basis as determined in good faith by the Collateral Manager in case of any acquisitions)) equal to earnings
from continuing operations for such period plus interest expense, income taxes, depreciation and amortization for such period (to the
extent deducted in determining earnings from continuing operations for such period), amortization of intangibles (including goodwill,
financing fees and other capitalized costs), other non-cash charges and organization costs, extraordinary, one-time and/or non-recurring
losses or charges, and any other item the Collateral Manager deems to be appropriate. Notwithstanding the foregoing, in no event shall
the EBITDA of an Obligor be based solely on prospective or modeled performance without any consideration for historical performance (including
pro forma calculations).

 23

 “ EEA
Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any Person established in an EEA Member Country which is
a parent of an institution described in clause (a) of this definition, or (c) any financial institution established
in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition
and is subject to consolidated supervision with its parent.

 “ EEA
Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 “ EEA
Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 “ Electronic Means ”
has the meaning assigned to such term in Section 13.02 .

 “ Eligible Collateral
Loan ” means a Collateral Loan that meets each of the following criteria as of the date when such criteria are applicable (unless
expressly waived by Administrative Agent); it being understood that such criteria in the definition of Eligible Collateral Loan that
are specified to be applicable only as of the date of acquisition shall not be applicable after the date of acquisition of such Collateral
Loan:

 (a)    
        is a First Lien Loan (including, for the avoidance of doubt, a Stretch Senior
Loan), Split First Lien Loan or a Second Lien Loan;

 (b)       
     at the time of acquisition thereof by the Borrower, was acquired for a purchase price of more than 85%
of par;

 (c)    
        permits the purchase thereof by or assignment thereof to the Borrower and the
pledge thereof to the Collateral Agent;

 (d)  
          is denominated and payable in an Eligible Currency; provided
that any such Eligible Foreign Currency is subject to currency fluctuation hedging in form and substance reasonably satisfactory to
the Administrative Agent;

 (e)           the
primary Obligor thereon (i.e., the Obligor under which the loan was principally underwritten) is domiciled in (i) the United States
(or any state, territory or possession thereof) or (ii) any Eligible Foreign Country;

 24

 (f)      
       no portion thereof (including any conversion option, exchange option, warrant or other component
thereof) is exchangeable or convertible into an Equity Security at the option of the related Obligor;

 (g)            is
not an Equity Security or a component of an Equity Security; provided that a Collateral Loan that includes an equity kicker but
otherwise satisfies this definition shall be deemed to satisfy this clause (g) ;

 (h)            at
the time of acquisition thereof by the Borrower, is not the subject of an offer or call for redemption;

 (i)             does
not constitute Margin Stock;

 (j)             does
not subject the Borrower to withholding tax (other than withholding tax on amendment, waiver, consent, extension, commitment and similar
fees), unless the related Obligor is required to make “gross-up” payments that ensure that the net amount actually received
by the Borrower (after payment of all taxes, whether imposed on such Obligor or the Borrower) will equal the full amount that the Borrower
would have received had no such taxes been imposed;

 (k)            at
the time of acquisition thereof by the Borrower, is not a Defaulted Collateral Loan;

 (l)             is
not a Non-Cash Paying PIK Loan;

 (m)           is
not a Zero Coupon Obligation;

 (n)          
[reserved];

 (o)            is
not a Structured Finance Obligation, a bond, a synthetic security, a finance lease or chattel paper;

 (p)            provides
for the full principal balance to be payable at or prior to its maturity;

 (q)           [reserved];

 (r)             has
a remaining term to maturity of not more than eight (8) years;

 (s)            provides
for payment of interest at least semi-annually;

 (t)             at
the time of acquisition thereof by the Borrower, the obligation of the related Obligor to pay principal and interest is not contingent
on any material non-credit related risk (such as the occurrence of a catastrophe), as determined by the Collateral Manager in its sole
discretion;

 25

 (u)             is
not an obligation (other than a Revolving Collateral Loan or a Delayed Drawdown Collateral Loan) pursuant to which any future advances
or payments to the Obligor may be required to be made by the Borrower;

 (v)           will
not cause the Borrower or the pool of Collateral to be required to be registered as an investment company under the Investment Company
Act;

 (w)           was
underwritten based on the enterprise value of the applicable Obligor and not primarily the value of any real estate securing such Collateral
Loan;

 (x)             is
not an interest only obligation (meaning, for the avoidance of doubt, that the obligations thereunder constitute only interest payments
(e.g., an I/O strip and not an obligation with a bullet or balloon principal payment));

 (y)            is
not a letter of credit (other than a Revolving Collateral Loan that includes a letter of credit sub-facility as long as the Borrower
is not the letter of credit issuer with respect thereto);

 (z)             if
such Collateral Loan is a “registration-required obligation” within the meaning of Section 163(f)(2) of the Code,
it is in “registered” form for U.S. federal income tax purposes;

 (aa)           is
evidenced by a note or other instrument (including an assignment agreement or transfer document) that has been Delivered to the Collateral
Custodian in accordance with the Custodian Agreement;

 (bb)          for
such Collateral Loan, has (i) a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a
Senior Leverage Ratio of less than or equal to 6.25x and (B) a Total Leverage Ratio of less than or equal to 8.50x, or (y) in
respect of a Stretch Senior Loan, a Total Leverage Ratio of less than or equal to 7.25x; (ii) a Tier 2 Obligor with (x) in
respect of a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of less than or equal to 5.50x and (B) a
Total Leverage Ratio of less than or equal to 7.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of less
than or equal to 6.50x; (iii) a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a
Senior Leverage Ratio of less than or equal to 4.75x and (B) a Total Leverage Ratio of less than or equal to 6.50x, or (y) in
respect of a Stretch Senior Loan, a Total Leverage Ratio of less than or equal to 5.75x; or (iv) a Tier 4 Obligor with (x) in
respect of a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of less than or equal to 4.25x and (B) a
Total Leverage Ratio of less than or equal to 5.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of less
than or equal to 5.00x; provided that any such Collateral Loan that does not meet the criteria in this clause (bb) (but,
for the avoidance of doubt, otherwise constitutes an Eligible Collateral Loan) at any time shall not be considered an Ineligible Collateral
Loan, but shall be considered a Haircut Collateral Loan, hereunder;

 26

 (cc)          at
the time of acquisition thereof by the Borrower, the Obligor of such Collateral Loan has an EBITDA of at least $5,000,000; provided
that any such Collateral Loan that does not meet the criteria in this clause (cc) (but, for the avoidance of doubt, otherwise constitutes
an Eligible Collateral Loan) at any time after such acquisition date shall not be considered an Ineligible Collateral Loan, but shall
be considered a Haircut Collateral Loan, hereunder;

 (dd)          at
the time of acquisition thereof by the Borrower, has not been more than thirty (30) days past due with respect to payments of either
interest or principal on such Collateral Loan within the past twelve (12) months;

 (ee)          the
Related Documents for such Collateral Loan are governed by the laws of (i) the United States (or any state thereof) or (ii) any
Eligible Foreign Country;

 (ff)            is
not an obligation of an Obligor (or guarantor) whose primary source of revenue or income is derived from (i) assault weapons or
firearms manufacturing, (ii) payday, title or predatory lending or prostitution, escort services or the dealing, distribution or
production of pornography, (iii) the internet gaming industry (other than hospitality and/or resorts development, or the management
thereof), including deposit accounts and/or payment services for internet gaming, or (iv) the growth and sale of marijuana;

 (gg)          with
respect to participation interests, such participation interest has been elevated to a full assignment within 75 calendar days since
acquisition thereof by the Borrower (and if not so elevated, such Collateral Loan shall no longer constitute an Eligible Collateral Loan
until such Collateral Loan is elevated unless the Administrative Agent otherwise consents to a longer period);

 (hh)          [reserved];

 (ii)            such
Collateral Loan, together with the Related Documents related thereto, (i) is in full force and effect and constitutes the legal,
valid and binding obligation of the related Obligor (including any applicable guarantor) enforceable against such Obligor (including
any applicable guarantor) in accordance with its terms subject to customary bankruptcy, insolvency and equity limitations, (ii) is
not subject to (or, at the time the Borrower first acquires any interest in such Collateral Loan, to the knowledge of the Borrower, the
subject of any assertions or threats of) any litigation, dispute or offset, and (iii) contains provisions substantially to the effect
that the Obligor’s payment obligations thereunder are absolute and unconditional without any right of rescission, setoff, counterclaim
or defense for any reason against the holder thereof or any assignee;

 (jj)            such
Collateral Loan is eligible under its Related Documents (giving effect to the provisions of Sections 9-406 and 9-408 of the UCC) to be
sold to the Borrower and to have a security interest therein granted to the Collateral Agent, for the benefit of the Secured Parties;

 27

 (kk)          all
consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any other Person
required to be obtained, effected or given in connection with the making, acquisition, transfer or performance of such Collateral Loan
have been duly obtained, effected or given and are in full force and effect; and

 (ll)            (i) the
Borrower has good and marketable title to, and is the sole owner of, such Collateral Loan and (ii) the Borrower has granted to the
Collateral Agent a valid and perfected first priority security interest in such Collateral Loan (subject to Permitted Liens), for the
benefit of the Secured Parties.

 “ Eligible
Currency ” means Dollars or any Eligible Foreign Currency.

 “ Eligible
Foreign Country ” means any of (i) Canada (or any province thereof), Australia, the United Kingdom, the Cayman Islands,
and each country within the Euro Zone (other than Bulgaria, Croatia, Cyprus, Estonia, Greece, Latvia, Lithuania, and Malta) or (ii) such
other jurisdictions as may be consented to by the Administrative Agent in its sole discretion.

 “ Eligible Foreign
Currency ” means Canadian Dollars, Euros or GBP.

 “ Eligible Investments ”
means any Dollar investment that, at the time it is Delivered, is Cash or one or more of the following obligations or securities:

 (a)            direct
interest bearing obligations of, and interest bearing obligations guaranteed as to timely payment of principal and interest by, the United
States or any agency or instrumentality of the United States, the obligations of which are backed by the full faith and credit of the
United States;

 (b)            demand
or time deposits in, certificates of deposit of, bank deposit products, demand notes of, or bankers’ acceptances issued by any
depository institution or trust company organized under the laws of the United States or any State thereof (including any federal or
state branch or agency of a foreign depository institution or trust company) and subject to supervision and examination by federal and/or
state banking authorities (including, if applicable, the Collateral Agent, the Securities Intermediary or the Administrative Agent or
any agent thereof acting in its commercial capacity); provided that the short-term unsecured debt obligations of such depository
institution or trust company at the time of such investment, or contractual commitment providing for such investment, are rated at least
 “A-1” by S&P and “P-1” by Moody’s;

 (c)             commercial
paper that (i) is payable in Dollars and (ii) is rated at least “A-1” by S&P and “P-1” by Moody’s;
and

 (d)            units
of money market funds having a rating of the Highest Required Investment Category from each of S&P and Moody’s.

 28

 No Eligible Investment shall
have an “f,” “r,” “p,” “pi,” “q,” “sf” or “t” subscript
affixed to its S&P rating. Any such investment may be made or acquired from or through the Collateral Agent or the Administrative
Agent or any of their respective Affiliates, or any entity for whom the Collateral Agent, the Administrative Agent, the Securities Custodian,
the Collateral Administrator or any of their respective Affiliates provides services and receives compensation (so long as such investment
otherwise meets the applicable requirements of the foregoing definition of Eligible Investment at the time of acquisition) or acts as
offeror thereof. The Collateral Agent, the Collateral Administrator, the Collateral Custodian and the Securities Custodian shall not
have any obligation to determine or oversee compliance with the foregoing.

 “ EMU Legislation ”
means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European
currency.

 “ Equity Security ”
means any stock or similar security, certificate of interest or participation in any profit sharing agreement, reorganization certificate
or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest,
interest in a joint venture, or certificate of interest in a business trust; any security future on any such security; or any security
convertible, with or without consideration into such a security, or carrying any warrant or right to subscribe to or purchase such a
security; or any such warrant or right.

 “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

 “ ERISA
Group ” means, with respect to any Person, all corporations or trades or businesses (whether or not incorporated) that,
together with such Person, is treated as a single employer under Section 414(b) or (c) of the Code or, for purposes of
Section 302 of ERISA or Section 412 of the Code, under Section 414(m) or (o) of the Code.

 “ Erroneous Payment ”
has the meaning assigned to it in Section 12.07(a).

 “ Erroneous
Payment Deficiency Assignment ” has the meaning assigned to it in Section 12.07(d).

 “ Erroneous
Payment Impacted Class ” has the meaning assigned to it in Section 12.07(d).

 “ Erroneous
Payment Return Deficiency ” has the meaning assigned to it in Section 12.07(d).

 “ Erroneous
Payment Subrogation Rights ” has the meaning assigned to it in Section 12.07(d).

 “ EU
Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor Person), as in effect from time to time.

 “ EUR Interest Collection
Account ” has the meaning assigned to such term in Section 8.02(a) .

 29

 “ EUR Principal Collection
Account ” has the meaning assigned to such term in Section 8.02(a) .

 “ EURIBOR
Rate ” means, with respect to any Interest Accrual Period, the rate per annum equal to the Euro Interbank Offered
Rate as administered by the European Money Markets Institute (or any successor administrator) for a period equal in length to such Interest
Accrual Period as displayed on the applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., Brussels time, two (2) TARGET Days
prior to the first day of such Interest Accrual Period.

 “ Euros ”
means the lawful currency of each state so described in any EMU Legislation introduced in accordance with the EMU Legislation.

 “ Euro
Zone ” means the economic and geographic region consisting of all of the countries within the European Union that incorporate
the Euro as their national currency.

 “ Event of Default ”
means the occurrence of any of the events, acts or circumstances set forth in Section 6.01 .

 “ Excess Concentration
Amount ” means, at any time in respect of which any one or more of the Concentration Limitations are exceeded, the portions
(calculated by the Collateral Manager in its reasonable discretion to minimize the Excess Concentration Amount and without duplication)
of the Aggregate Collateral Balance of each Eligible Collateral Loan that cause such Concentration Limitations to be exceeded; provided
that (i) any Excess Concentration Amount related to clause (k) of the definition of Concentration Limitations shall
be calculated as the product of (a) the portions (calculated without duplication) of the Aggregate Collateral Balance of each Eligible
Collateral Loan that causes such Concentration Limitations to be exceeded, times (b) 1 minus the Recovery Rate applicable
to each such Eligible Collateral Loan and (ii) any Excess Concentration Amount related to clause (l) of the definition
of Concentration Limitations shall be calculated as the product of (a) the portions of the Aggregate Collateral Balance of each
Eligible Collateral Loan that causes such Concentration Limitation to be exceeded, times (b) 1 minus the lower of
(x) 90% or (y) the Market Value applicable to such Collateral Loan.

 “ Exchange Act ”
means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, all as from time to time in effect,
or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference
to any successor statutory or regulatory provision.

 30

 “ Excluded Amounts ”
means (a) any amount received in the Collection Account with respect to any Collateral Loan included as part of the Collateral,
which amount is attributable to the payment of any Taxes, fees or other charges imposed by any Governmental Authority on such Collateral
Loan or on any underlying asset securing such Collateral Loan, (b) any interest or fees (including origination, agency, structuring,
management or other up-front fees) that are for the account of the applicable Person from whom the Borrower purchased such Collateral
Loan to the extent such amount is attributable to a time before the acquisition thereof by the Borrower, and (c) any amount received
in the Collection Account (or other applicable account) representing (i) any amount representing a reimbursement of insurance premiums,
(ii) any escrows relating to Taxes, insurance and other amounts in connection with Collateral Loans which are held in an escrow
account for the benefit of the Obligor and the applicable secured party pursuant to escrow arrangements under a Related Document and
(iii) any amount received in the Collection Account in error (including with respect to any Collateral Loan that is replaced by
a Substitute Loan, or that is otherwise sold or transferred by the Borrower pursuant to Section 10.03 , to the extent such
amount is attributable to a time after the effective date of such replacement or sale).

 “ Excluded Taxes ”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each
case, (i) by the jurisdiction (or any political subdivision thereof) under the laws of which such Recipient is organized or in which
its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are
Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account
of such Lender pursuant to a law in effect on the date on which (i) such Lender becomes a party hereto (other than pursuant to an
assignment request by the Borrower under Section 2.17) or (ii) such Lender changes its lending office, except in each case
to the extent that, pursuant to Section 13.03 , amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 13.03(g) , and (d) any U.S. federal withholding
Taxes imposed under FATCA.

 “ Facility Amount ”
means (a) on or prior to the Commitment Termination Date, $200,000,000 (as such amount may be reduced from time to time pursuant
to Section 2.06 or increased pursuant to Section 2.18 ) and (b) following the Commitment Termination Date,
the outstanding principal balance of all the Advances.

 “ Facility Amount
Increase ” has the meaning assigned to such term in Section 2.18(a) .

 “ Facility Amount
Increase Agreement ” has the meaning assigned to such term in Section 2.18(a) .

 “ Facility Amount
Increase Request ” has the meaning assigned to such term in Section 2.18(a) .

 “ Facility Documents ”
means this Agreement, the Notes, the Swingline Note, the Account Control Agreement, the Collateral Agent Fee Letter, the Custodian Agreement,
the Administrative Agent Fee Letter, the Lender Fee Letter, the Purchase and Contribution Agreement and any other security agreements
and other instruments entered into or delivered by or on behalf of the Borrower pursuant to Section 5.01(c) to create,
perfect or otherwise evidence the Collateral Agent’s security interest in the Collateral.

 “ FATCA ”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with
the implementation of the foregoing.

 31

 “ Federal Funds Rate ”
means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for
such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received
by the Administrative Agent from three federal funds brokers of recognized standing selected by it; provided that, if at any time
a Lender is borrowing overnight funds from a Federal Reserve Bank that day, the Federal Funds Rate for such Lender for such day shall
be the average rate per annum at which such overnight borrowings are made on that day as promptly reported by such Lender to the Borrower,
the Collateral Administrator and the Agents in writing. Each determination of the Federal Funds Rate by a Lender pursuant to the foregoing
proviso shall be conclusive and binding except in the case of manifest error. Notwithstanding anything herein to the contrary, in no
event shall the Federal Funds Rate be less than 0.00%.

 “ Final Maturity
Date ” means the earlier of (a) the first anniversary of the Scheduled Reinvestment Period End Date (or such later date
as may be agreed by the Borrower and each of the Lenders and notified in writing to the Agents) or (b) the date of the termination
of the Commitments and acceleration of the Obligations pursuant to Section 6.01 .

 “ Final Order ”
means an order, judgment, decree or ruling the operation or effect of which has not been stayed, reversed or amended and as to which
order, judgment, decree or ruling (or any revision, modification or amendment thereof) the time to appeal or to seek review or rehearing
has expired and as to which no appeal or petition for review or rehearing was filed or, if filed, remains pending.

 “ Financial Asset ”
has the meaning specified in Section 8-102(a)(9) of the UCC.

 “ First Lien/Last
Out Loan ” means any Collateral Loan (other than a Split First Lien Loan) that would constitute a First Lien Loan (other than
by operation of the proviso in the definition thereof) but that, at any time prior to and/or after an event of default under the applicable
Related Document, will be paid after one or more tranches of first lien loans issued by the same Obligor have been paid in full in accordance
with a specified waterfall or other priority of payments specified in the applicable Related Documents.

 32

 “ First Lien Loan ”
means any Collateral Loan (for purposes of this definition, a “ loan ”) that (I) meets the following criteria:

 (a)            is
not (and is not expressly permitted by its terms to become) subordinate in right of payment to any other obligation for borrowed money
of the Obligor of such loan, unless such loan is a Split First Lien Loan;

 (b)            is
secured by a valid first priority perfected Lien in, to or on specified collateral securing the Obligor’s obligations under such
loan (whether or not such loan is also secured by any lower priority Lien on other collateral), but subject to purchase money Liens and
customary Liens for taxes or regulatory charges not then due and payable and other Permitted Liens under the Related Documents;

 (c)            is
secured, pursuant to such first priority perfected Lien, by collateral having a value (determined as set forth below) that is adequate
(in the commercially reasonable judgment of the Collateral Manager) to repay such Collateral Loan in accordance with its terms plus
the aggregate Principal Balances of all other loans of equal seniority secured by a first Lien in the same collateral; and

 (d)            is
not a loan which is secured solely or primarily by the common stock of its Obligor or any of its Affiliates; or

 (II) is otherwise agreed to be
classified as a First Lien Loan by the Administrative Agent;

 provided
that a First Lien/Last Out Loan shall not constitute a First Lien Loan. For the avoidance of doubt, a Split First Lien Loan and Stretch
Senior Loan shall constitute a First Lien Loan; provided , however, that, for purposes of determining the applicable Advance Rate
for a Stretch Senior Loan (or portion thereof), such Advance Rate shall be determined in accordance with the definition of Stretch Senior
Loan.

 The determination as to whether
 clause (c) of this definition is satisfied shall be based on both (a) an analysis of the enterprise value of the related
Obligor by the Collateral Manager or an Appraisal or other valuation (which may be an internal Appraisal or valuation performed by the
Collateral Manager) performed on or about the date of acquisition by the Borrower or of the most recent restructuring of such Collateral
Loan, and (b) the Collateral Manager’s judgment at the time such Collateral Loan is acquired by the Borrower.

 “ Fixed Rate Loan ”
means any Collateral Loan that bears a fixed rate of interest.

 “ Floating Rate Loan ”
means any Collateral Loan that bears a floating rate of interest.

 “ Floor ”
means a rate of interest equal to 0.00%.

 33

 “ Floor Loan ”
means, as of any date:

 (i)    
         a Floating Rate Loan (1) for which the Related Documents provide for a SOFR
rate option (or other applicable benchmark rate) and that such SOFR rate (or other applicable benchmark rate) is calculated as the greater
of a specified “floor” rate per annum and the SOFR rate (or other applicable benchmark rate) for the applicable interest
period and (2) that, as of such date, bears interest based on such SOFR rate option (or other applicable benchmark rate), but only
if as of such date the SOFR rate (or other applicable benchmark rate) for the applicable interest period is less than such floor rate;
and

 (ii)             a
Floating Rate Loan (1) for which the Related Documents provide for a base or prime rate option and such base or prime rate is calculated
as the greater of a specified “floor” rate per annum and the base or prime rate for the applicable interest period
and (2) that, as of such date, bears interest based on such base or prime rate option, but only if as of such date the base or prime
rate for the applicable interest period is less than such floor rate.

 “ FRB ”
has the meaning specified in the definition of Deliver.

 “ Fronting Exposure ”
means, at any time there is a Defaulting Lender, such Defaulting Lender’s Percentage of the amount of Swingline Advances other
than Swingline Advances as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, repaid
by the Borrower or for which cash collateral or other credit support acceptable to the Swingline Lender shall have been provided in accordance
with the terms hereof.

 “ Fund ”
means Stone Point Credit Income Fund, a Delaware statutory trust.

 “ Fund Affiliated
SPV ” means any special purpose vehicle that is a Controlled Affiliate of the Fund.

 “ Fundamental Amendment ”
means any amendment, modification, waiver or supplement of or to this Agreement that would (a) increase or extend the term of the
Commitments (other than an increase of the Commitment of a particular Lender or the addition of a new Lender agreed to by the relevant
Lender pursuant to Section 2.18) or change the Final Maturity Date, (b) extend the date fixed for the payment of principal
of or interest on any Advance or any fees, indemnities or other amounts due to any Lender hereunder, (c) reduce the amount of any
such payment of principal of the Advances, (d) reduce the rate at which Interest is payable thereon or any fee or indemnity is payable
hereunder, (e) release any material portion of the Collateral, except in connection with dispositions permitted hereunder, (f) alter
the terms of Section 9.01 , Section 13.01(b) or Section 13.14(b) , (g) modify the definition
of the terms “Required Lenders”, “Maximum Available Amount”, “Maximum Advance Rate Test”, “Maximum
Advance Rate Default Test” or “Minimum Equity Amount”, (h) modify in any other manner the number or percentage
of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (i) extend the
Reinvestment Period or (j) agree to the direct or indirect subordination of any lien or claim securing the Obligations in connection
with this Agreement; provided that, notwithstanding the foregoing “Fundamental Amendments” shall not include any amendments,
modifications, waivers or supplements to the definition of “Collateral Quality Test” or any component definition thereof.

 34

 “ Fund Collateral
Loan ” means any Collateral Loan sold and/or contributed by the Fund to the Borrower pursuant to the Purchase and Contribution
Agreement.

 “ Fund Collateral
Loan Balance ” means, as of any date of determination, an amount equal to the Aggregate Principal Balance of all Fund Collateral
Loans acquired by the Borrower from the Fund prior to such date.

 “ FX Terms ”
has the meaning assigned to such term in Section 2.19(f) .

 “ FX Transactions ”
has the meaning assigned to such term in Section 2.19(f) .

 “ GAAP ”
means generally accepted accounting principles in effect from time to time in the United States.

 “ GBP ”
means the lawful currency of the United Kingdom.

 “ GBP Interest Collection
Account ” has the meaning assigned to such term in Section 8.02(a) .

 “ GBP Principal Collection
Account ” has the meaning assigned to such term in Section 8.02(a) .

 “ GICS ”
means, as of any date, the most recently published Global Industry Classification Standard.

 “ GICS Industry Classification ”
means the GICS industry classifications set forth in Schedule 4 hereto, as such industry classifications shall be updated at the
option of the Collateral Manager if revised industry classifications are published and the Administrative Agent consents thereto in its
commercially reasonable discretion. The determination of which GICS Industry Classification to which an Obligor belongs shall be made
in good faith by the Collateral Manager and shall be conclusive absent manifest error.

 “ Government Security ”
has the meaning specified in the definition of Deliver.

 “ Governmental Authority ”
means any nation or government, any state, province, territory or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other Person exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including
the Securities and Exchange Commission, the stock exchanges, any Federal, state, territorial, county, municipal or other government or
governmental agency, arbitrator, board, body, branch, bureau, commission, court, department, instrumentality, master, mediator, panel,
referee, system or other political unit or subdivision or other Person of any of the foregoing, whether domestic or foreign.

 “ Governmental Authorizations ”
means all franchises, permits, licenses, approvals, consents and other authorizations of all Governmental Authorities.

 35

 “ Governmental Filings ”
means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests and penalties associated
with such filings with all Governmental Authorities.

 “ Haircut Collateral
Loan ” means, at any time without duplication, any Collateral Loan (x) that had satisfied clause (cc) of the definition
of Eligible Collateral Loan on the related acquisition date by the Borrower, but at any such time after the related acquisition date
is no longer satisfying clause (cc) of the definition of Eligible Collateral Loan or (y) which at any time does not satisfy
 clause (bb) of the definition of Eligible Collateral Loan.

 “ Haircut Collateral
Loan Balance ” means (I) for each First Lien Loan or Split First Lien Loan constituting a Haircut Collateral Loan solely
as a result of the failure to satisfy clause (bb) of the definition of Eligible Collateral Loan, at any time, the lesser of (a) the
current Market Value of such Haircut Collateral Loan, and (b) the product of (i) the Principal Balance of such Haircut Collateral
Loan and (ii) 1 minus (w) for a Haircut Level 1 Collateral Loan, 10%, (x) for a Haircut Level 2 Collateral Loan,
20%, (y) for a Haircut Level 3 Collateral Loan, 35% and (z) for a Haircut Level 4 Collateral Loan, 50%, (II) for each
Collateral Loan constituting a Haircut Collateral Loan solely as a result of the failure to satisfy clause (cc) of the definition of
Eligible Collateral Loan, at any time, the lesser of (a) the current Market Value of such Haircut Collateral Loan and (b) the
product of (x) the Principal Balance of such Haircut Collateral Loan and (y) the Recovery Rate for such Collateral Loan and
(III) for each Haircut Collateral Loan constituting a Second Lien Loan at any time, the lesser of (a) the current Market Value
of such Haircut Collateral Loan and (b) the product of (x) the Principal Balance of such Haircut Collateral Loan and (y) (i) with
respect to Haircut Level 1 Collateral Loans, Haircut Level 2 Collateral Loans and Haircut Level 3 Collateral Loans, 1 minus 50%
and (ii) with respect to Haircut Level 4 Collateral Loans, 1 minus 70%. Any Collateral Loan constituting a Haircut Collateral
Loan as a result of the failure to satisfy both clause (bb) and clause (cc) of the definition of Eligible Collateral Loan
shall have its Haircut Collateral Loan Balance calculated in accordance with clause (II) above.

 “ Haircut
Level 1 Collateral Loan ” means a Haircut Collateral Loan that is to:

 (i)             a
Tier 1 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of greater
than 6.25x but less than or equal to 6.75x or (B) a Total Leverage Ratio of greater than 8.50x but less than or equal to 9.00x,
or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 7.25x but less than or equal to 7.75x;

 (ii)            a
Tier 2 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of greater
than 5.50x but less than or equal to 6.00x or (B) a Total Leverage Ratio of greater than 7.50x but less than or equal to 8.00x,
or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 6.50x but less than or equal to 7.00x;

 (iii)            a
Tier 3 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of greater
than 4.75x but less than or equal to 5.25x or (B) a Total Leverage Ratio of greater than 6.50x but less than or equal to 7.00x,
or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 5.75x but less than or equal to 6.25x; or

 36

 (iv)           a
Tier 4 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of greater
than 4.25x but less than or equal to 4.75x or (B) a Total Leverage Ratio of greater than 5.50x but less than or equal to 6.00x,
or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 5.00x but less than or equal to 5.50x.

 “ Haircut
Level 2 Collateral Loan ” means a Haircut Collateral Loan that is to:

 (i)              a
Tier 1 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of greater
than 6.75x but less than or equal to 7.25x or (B) a Total Leverage Ratio of greater than 9.00x but less than or equal to 9.50x,
or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 7.75x but less than or equal to 8.25x;

 (ii)             a
Tier 2 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of greater
than 6.00x but less than or equal to 6.50x or (B) a Total Leverage Ratio of greater than 8.00x but less than or equal to 8.50x,
or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 7.00x but less than or equal to 7.50x;

 (iii)            a
Tier 3 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of greater
than 5.25x but less than or equal to 5.75x or (B) a Total Leverage Ratio of greater than 7.00x but less than or equal to 7.50x,
or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 6.25x but less than or equal to 6.75x; or

 (iv)          a…

EX-10.2 · tm2616626d1_ex10-2.htm

EX-10.2
 3
 tm2616626d1_ex10-2.htm
 EXHIBIT 10.2

 Exhibit 10.2

 EXECUTION COPY

 PURCHASE AND CONTRIBUTION AGREEMENT

 between

 STONE POINT CREDIT INCOME FUND,

 as the Seller

 and

 SPCIF FUNDING II LLC,

 as the Purchaser

 Dated as of June 1, 2026

 Table
of Contents

 Page

 ARTICLE
 I DEFINITIONS
 1

 Section
 1.1
 Definitions
 3

 Section
 1.2
 Other
 Terms
 3

 ARTICLE
 II TRANSFER OF THE CONVEYED ASSETS
 3

 Section
 2.1
 Transfer
 of the Conveyed Assets.
 5

 Section
 2.2
 Conveyance
 of Loan Assets
 5

 Section
 2.3
 Direct
 Assignments
 5

 Section
 2.4
 Delivery
 of Documents
 5

 Section
 2.5
 Participation
 Interests.
 5

 ARTICLE
 III REPRESENTATIONS AND WARRANTIES
 6

 Section
 3.1
 Representations
 and Warranties of the Seller
 6

 Section
 3.2
 Representations
 and Warranties of the Purchaser
 9

 ARTICLE
 IV PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS
 10

 Section
 4.1
 Custody
 of Loan
 10

 Section
 4.2
 Filing
 10

 Section
 4.3
 Changes
 in Name, Corporate Structure or Location
 10

 Section
 4.4
 Costs
 and Expenses
 11

 Section
 4.5
 Sale
 Treatment
 11

 ARTICLE
 V COVENANTS
 11

 Section
 5.1
 Covenants
 of the Seller
 11

 ARTICLE
 VI CERTAIN MATTERS
 13

 Section
 6.1
 Liabilities
 to Obligors
 13

 Section
 6.2
 Limitation
 on Liability
 13

 ARTICLE
 VII RESERVED
 13

 ARTICLE
 VIII MISCELLANEOUS
 13

 Section
 8.1
 Amendment
 13

 Section
 8.2
 Governing
 Law.
 13

 Section
 8.3
 Notices
 14

 Section
 8.4
 Severability
 of Provisions
 14

 i

 Table
of Contents

 (continued)

 Page

 Section
 8.5
 Third
 Party Beneficiaries
 14

 Section
 8.6
 Execution
 in Counterparts; Severability; Integration
 14

 Section
 8.7
 Headings
 15

 Section
 8.8
 No
 Bankruptcy Petition; Disclaimer.
 15

 Section
 8.9
 Jurisdiction;
 Waivers
 15

 Section
 8.10
 No
 Partnership
 15

 Section
 8.11
 Successors
 and Assigns; Assignment to Collateral Agent
 15

 Section
 8.12
 Duration
 of Agreement
 16

 Section
 8.13
 Limited
 Recourse.
 16

 Section
 8.14
 Indemnification
 17

 ii

 THIS
PURCHASE AND CONTRIBUTION AGREEMENT , dated as of June 1, 2026 (as amended, modified, restated, or supplemented from time to
time, this “ Agreement ”), is made by and between STONE POINT CREDIT INCOME FUND, a Delaware statutory trust (together
with its successors and assigns in such capacity, the “ Seller ”), and SPCIF FUNDING II LLC, a Delaware limited liability
company (together with its successors and assigns in such capacity, the “ Purchaser ”).

 PREAMBLE

 WHEREAS,
 the Purchaser desires to acquire from time to time certain Loans, together with certain related property, as more fully described
in the Revolving Credit and Security Agreement, dated as of June 1, 2026 (as amended, modified, restated, or supplemented from time
to time, the “ Credit Agreement ”), by and among the Purchaser, as borrower, Stone Point Credit Income Adviser LLC,
as collateral manager (the “ Collateral Manager ”), each of the lenders from time to time party thereto (the “ Lenders ”),
Truist Bank, as administrative agent (in such capacity, the “ Administrative Agent ”) and as swingline lender, Truist
Securities, Inc., as lead arranger and The Bank of New York Mellon Trust Company, National Association, as collateral agent (in
such capacity, the “ Collateral Agent ”) and as collateral administrator.

 WHEREAS ,
it is a condition to the Purchaser’s acquisition of the Loans from the Seller that the Seller make certain representations, warranties
and covenants regarding all Loans and related property sold and transferred pursuant to this Agreement for the benefit of the Purchaser;
and

 WHEREAS ,
the Purchaser may from time to time acquire certain Loans from the Seller pursuant to the terms and conditions set forth herein and in
the Credit Agreement.

 NOW,
THEREFORE , based upon the above recitals, the mutual premises and agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 ARTICLE I

DEFINITIONS

 Section 1.1       Definitions .
Capitalized terms used but not otherwise defined herein shall have the meanings attributed to such terms in the Credit Agreement. In
addition, as used herein, the following defined terms, unless the context otherwise requires, shall have the following meanings:

 “ Conveyed
Assets ”: Collectively, the Loan Assets.

 “ Loan ”:
Any commercial loan (including any Participation Interest therein), note or security (i) which is sourced or originated by the Seller
or any of its Affiliates and which the Purchaser acquires or (ii) which the Purchaser originates or acquires from a third party
in the ordinary course of its business.

 1

 “ Loan
Assets ”: Any Loan and related assets acquired by the Purchaser from the Seller, pursuant to Section 2.1(a) , which
assets shall, unless the Administrative Agent is otherwise notified at the time of the sale, include the Seller’s right, title
and interest in the following:

 (i)      the
Loans listed in the related Loan Schedule, all payments paid in respect thereof and all monies due, to become due or paid in respect
thereof accruing on and after the applicable Transfer Date and all insurance proceeds, liquidation proceeds and other proceeds and recoveries
thereon, in each case as they arise after the applicable Transfer Date;

 (ii)     all
security interests and Liens and Related Property subject thereto from time to time purporting to secure payment by Obligors under such
Loans;

 (iii)    all
guaranties, indemnities and warranties, and other agreements or arrangements of whatever character from time to time supporting or securing
payment of such Loans;

 (iv)    all
collections and records (including computer records) with respect to the foregoing;

 (v)     all
Related Documents relating to the applicable loan files; and

 (vi)    all
income, payments, proceeds and other benefits of any and all of the foregoing, including but not limited to, all accounts, cash and currency,
chattel paper, electronic chattel paper, tangible 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, and other property consisting of, arising out of, or related to the foregoing, but excluding any Excluded Amount
with respect thereto.

 “ Loan
Schedule ”: The schedule listing each Loan owned or scheduled to be acquired by the Purchaser and each Related Document in respect
of each such Loan.

 “ Participation
Interest ”: The meaning set forth in Section 2.5(a) .

 “ Purchaser ”:
The meaning set forth in the preamble.

 “ Related
Documents ” means, with respect to any Loan, (i) the loan or credit agreement evidencing such Loan, (ii) the principal
security agreement, and (iii) if the same can be obtained without undue expense or effort, all other material documents evidencing,
securing, guarantying, governing or giving rise to such Loan.

 “ Related
Property ”: With respect to any Loan, means the interest of the Obligor in any property or other assets designated and pledged
or mortgaged as collateral to secure repayment of such Loan.

 “ Repurchase
Date ”: The date as of which any Loan is repurchased or substituted by Seller pursuant to Section 5.1(c) .

 2

 “ Repurchase
Price ”: On any date of determination with respect to any Warranty Collateral Loan, an amount at least equal to the Sale Agreement
Purchase Price of such Warranty Collateral Loan, less all payments of Principal Proceeds received by the Purchaser in connection
with such Warranty Collateral Loan since the date it became a Conveyed Asset, plus accrued and unpaid interest thereon through
such date of determination.

 “ Sale
Agreement Purchase Price ”: With respect to any Loan purchased hereunder, an amount equal to the fair market value of such Loan
as agreed between the Purchaser and the Seller.

 “ Seller ”:
The meaning set forth in the preamble.

 “ Substitute
Loan ”: The meaning set forth in the Credit Agreement.

 “ Transfer
Date ”: The date of transfer of any Loan Assets hereunder.

 “ Underlying
Note ”: One or more promissory notes executed by the applicable Obligor evidencing a Loan.

 “ Warranty
Collateral Loan ”: The meaning specified in Section 5.1(c) .

 “ Warranty
Event ”: The meaning specified in Section 5.1(c ).

 Section 1.2       Other
Terms . The interpretive provisions contained in Section 1.02, Section 1.03, Section 1.04, Section 1.05 and
Section 1.06 of the Credit Agreement are hereby incorporated by reference herein.

 ARTICLE II

TRANSFER OF THE CONVEYED ASSETS

 Section 2.1   
     Transfer of the Conveyed Assets .

 (a)   
   On each Transfer Date, in consideration of the payment of the aggregate Sale Agreement Purchase Price (whether in cash
and/or in exchange for an increase in the value of Seller’s capital account in Purchaser by means of a contribution to
capital), Seller will sell, contribute, transfer, assign and set over and otherwise convey to Purchaser and Purchaser will purchase
from Seller, without recourse, all right, title and interest of Seller in, to and under the Loans listed in the related Loan
Schedule and the other Loan Assets related to such Loans. Each of the Seller and the Purchaser agrees and acknowledges that the Sale
Agreement Purchase Price of each Loan equals the fair market value thereof and that the sale thereof is being made on an arm’s
length basis and on terms no less favorable to the Purchaser and Seller than would be the case if Seller were not the sole member of
the Purchaser. The Loan Assets will be acquired, in each case, pursuant to this Agreement and one or more assignment agreements
pursuant to the applicable Related Documents having an effective date as specified in such assignment agreement without further
amendment hereof. The Sale Agreement Purchase Price for each Loan Asset shall be paid by the Purchaser in a combination of
(i) cash in immediately available funds and/or (ii) in exchange for an increase in the value of Seller’s capital
account in Purchaser by means of a contribution to capital; provided that the Seller may elect to designate all or any
portion of the Loan Asset being transferred by it to the Purchaser as a capital contribution to the Purchaser. Notwithstanding any
other provision of this Agreement, only the rights and obligations of the Seller as a lender under such Loan are sold and
transferred thereby. The sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a
creation or assumption by the Purchaser or any assignee of the Purchaser (including the Collateral Agent for the benefit of the
Secured Parties), of any obligation of the Seller as administrative agent, collateral agent or paying agent under any Loan. The
exchange of the Loan Assets for the payment of the Sale Agreement Purchase Price is intended by the Seller and the Purchaser to be a
contemporaneous exchange, and neither the Seller nor the Purchaser has the right to unilaterally alter, subsequent to the transfer,
the consideration given to the Seller for any Loan Asset.

 3

 (b)      Except
as specifically provided in this Agreement, the sale of any Conveyed Assets under this Agreement shall be without recourse to the Seller;
it being understood that the Seller shall be liable to the Purchaser 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. Each of the Seller and the Purchaser agrees that the representations, warranties and covenants of
the Seller set forth herein will run to and be for the benefit of the Purchaser and the Collateral Agent. The parties hereto acknowledge
and agree that the Collateral Agent for the benefit of the Secured Parties is a third party beneficiary solely with respect to such representations,
warranties and covenants.

 (c)      Each
of the Seller and the Purchaser intends and agrees that (i) the sale, conveyance and transfer of the Conveyed Assets by the Seller
to the Purchaser pursuant to this Agreement in each and every case is intended to be, is and shall be treated for all purposes (other
than tax and consolidated accounting purposes) as, an absolute sale, conveyance and transfer of ownership of the applicable Conveyed
Assets (free and clear of any Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing,
a debt or any other obligation and (ii) such Conveyed Assets shall not be part of the Seller’s estate in the event of a filing
of a bankruptcy petition or other action by or against the Seller under any Insolvency Law; provided that as a result of the consolidation
required by GAAP, the transfers of the Conveyed Assets may be reflected as a financing by the Seller in its consolidated financial statements.
It is, further, not the intention of the parties that any such sale, conveyance or transfer be deemed a pledge of any Conveyed Assets
by the Seller to the Purchaser to secure a financing, a debt or other obligation of the Seller. However, in the event that notwithstanding
such intent and agreement, any such Conveyed Assets are held to continue to be the property of the Seller, then the parties hereto agree
that the Seller hereby grants to the Purchaser a security interest in all of its right, title and interest in, to and under such Conveyed
Assets (whether now existing or hereafter created) and all proceeds thereof. For such purposes, this Agreement shall constitute a security
agreement under the UCC, to secure the prompt and complete payment of a loan deemed to have been made by the Purchaser to the Seller
in an amount equal to the aggregate purchase price paid to the Seller together with such other obligations of the Seller as may arise
hereunder in favor of the Purchaser. The Seller intends to account for the conveyance of the Loan Assets to Purchaser as a financing
for consolidated accounting purposes and for tax purposes and as a sale for legal purposes.

 4

 (d)      If
any such transfer of Conveyed Assets by the Seller to the Purchaser is deemed to be the mere granting of a security interest to secure
a financing, the Purchaser, to secure the Purchaser’s obligations under the Credit Agreement, hereby assigns to the Collateral
Agent for the benefit of the Secured Parties, its security interest in (i) all of the Conveyed Assets pledged to the Purchaser by
the Seller and (ii) all proceeds thereof. The Seller hereby authorizes the Purchaser to file or cause to be filed, and the Purchaser
shall file or shall cause to be filed, in all jurisdictions and with all filing offices as are necessary or advisable to perfect the
precautionary security interest granted to the Purchaser pursuant to Section 2.1(c) , a precautionary UCC-1 financing statement
and any amendments thereto and continuation statements thereto as may be necessary or advisable naming the Seller as debtor, the Purchaser
as secured party and the Collateral Agent as assignee, listing all of the Conveyed Assets pledged hereunder as collateral thereunder.

 Section 2.2   
     Conveyance of Loan Assets . As and when permitted by the Credit Agreement and subject to this Section 2.2
and the satisfaction of the conditions imposed under the Credit Agreement with respect to the acquisition of Loan Assets, the Seller
may at its option (but shall not be obligated to), as the Seller may agree with the Purchaser, sell, convey and transfer to the
Purchaser all the right, title and interest of the Seller in and to the Loan Assets identified in the related assignment agreement,
in each and every case without recourse other than as expressly provided herein.

 Section 2.3  
      Direct Assignments . The Seller and the Purchaser acknowledge and agree that, solely for
administrative convenience, any transfer document or assignment agreement (or, in the case of any Underlying Note, any chain of
endorsement) required to be executed and delivered in connection with the transfer of a Loan in accordance with the terms of Related
Documents may reflect that the Seller (or any third party from whom the Seller or the Purchaser may purchase a Loan) is assigning
such Loan directly to the Purchaser. Nothing in any such transfer document or assignment agreement (or, in the case of any
Underlying Note, nothing in such chain of endorsement) shall be deemed to impair the sales, conveyances and transfers of the Loans
by the Seller to the Purchaser in accordance with the terms of this Agreement.

 Section 2.4  
     Delivery of Documents . With respect to each Loan transferred hereunder as part of the Conveyed Assets,
within the time period required for delivery thereof under the Credit Agreement, the Seller, on behalf of the Purchaser and the Collateral
Manager, will deliver or cause to be delivered to the Collateral Agent each of the applicable Related Documents with respect to such
Loan to the extent required to be delivered pursuant to Section 7.05 of the Credit Agreement.

 Section 2.5   
     Participation Interests .

 (a)      With
respect to any Loan transferred hereunder as part of the Conveyed Assets, pending the receipt of any required consents to, and the effectiveness
of, the assignment of such Loan from the Seller to the Purchaser in accordance with the applicable Related Document, the Seller hereby
sells to the Purchaser an undivided 100% participation in such Loan and the Related Property (each, a “ Participation Interest ”).
The Participation Interests will not include any rights that are not permitted to be participated pursuant to the terms of the related
Related Document. Such sale and assignment of the Participation Interests shall constitute an absolute sale of each such Participation
Interest. Each of the Participation Interests has the following characteristics: (i) the Participation Interest represents an undivided
participation interest in 100% of the underlying Loan and its proceeds (including Collections), and (ii) the Participation Interest
represents a pass-through of all of the payments made on the Loan (including the Collections) and will last for the same length of time
as such Loan. For the avoidance of doubt, each Participation Interest will terminate automatically upon the settlement of the assignment
of the underlying Loan.

 5

 (b) 
     Each of the Seller and the Purchaser shall use commercially reasonable efforts to, as soon as reasonably
practicable after the Transfer Date therefor, cause the Purchaser to become a lender of record under the Related Document with
respect to the Seller’s interest in the applicable Loan and take such action as shall be mutually agreeable in connection
therewith and in accordance with the terms and conditions of the Related Document and consistent with the terms of this
Agreement.

 (c)    
  With respect to each Participation Interest granted hereunder, the Seller shall direct the underlying administrative agent or
obligor for each such Loan, as applicable, to send all Collections in respect of such Loan directly to the Collection
Account.

 (d)    
  Pending settlement of the assignment of a Loan in accordance with the applicable Related Document, the Seller shall comply
with any written instructions provided to the Seller by or on behalf of the Purchaser with respect to voting rights to be exercised
by holders of the applicable Loan, other than with respect to any voting rights that are not permitted to be participated pursuant
to the terms of the applicable Related Document.

 ARTICLE III

REPRESENTATIONS AND WARRANTIES

 The
Seller makes, and upon each transfer of Loan Assets is deemed to make, the representations and warranties (including with respect to
any Loan sourced or originated by the Seller which for administrative convenience is assigned directly to the Purchaser in accordance
with Section 2.4 ) set forth in Section 3.1 , on which the Purchaser will rely in acquiring any Loan Assets on
any applicable Transfer Date, and on which, in each case, each of the parties hereto acknowledges and agrees that the Collateral Agent,
for the benefit of the Secured Parties, shall be entitled to rely as an express third party beneficiary as a condition of the Purchaser
entering into the Facility Documents to which it is a party. Each of the parties hereto acknowledges and agrees that such representations
and warranties are being made by the Seller as to itself for the benefit of the Purchaser and the Collateral Agent, for the benefit of
the Secured Parties.

 The
representations and warranties set forth in this Article III are given as of the Closing Date and each Transfer Date, as
applicable, but shall survive the sale, transfer and assignment of the Conveyed Assets to the Purchaser hereunder.

 Section 3.1    
   Representations and Warranties of the Seller . By its execution of this Agreement, the Seller represents and
warrants to the Purchaser as of the Closing Date and each Transfer Date, as applicable, that:

 (a)    
   Due Organization . The Seller is a statutory trust organized and validly existing under the Laws of the State of
Delaware, with full power and authority to own and operate its assets and properties, conduct the business in which it is now
engaged and to execute and deliver and perform its obligations under this Agreement and the other Facility Documents to which it is
a party.

 6

 (b)       Due
Qualification and Good Standing . The Seller is in good standing in the State of Delaware. The Seller is duly qualified to do business
and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties,
including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent
Documents to which it is a party, requires such qualification, except where the failure to be so qualified or in good standing would
not reasonably be expected to have a Material Adverse Effect.

 (c)       Due
Authorization; Execution and Delivery; Legal, Valid and Binding Enforceability . The execution and delivery by the Seller of, and
the performance of its obligations under the Facility Documents to which it is a party and the other instruments, certificates and agreements
contemplated thereby are within its powers and have been duly authorized by all requisite action by it and have been duly executed and
delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting
creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 (d)       Non-Contravention .
None of the execution and delivery by the Seller of this Agreement or the other Facility Documents to which it is a party, the consummation
of the transactions herein or therein contemplated, or compliance by it with the terms, conditions and provisions hereof or thereof,
will (i) conflict with, or result in a breach or violation of, or constitute a default under its Constituent Documents, (ii) conflict
with or contravene (A) any Applicable Law, (B) any indenture, agreement or other contractual restriction binding on or affecting
it or any of its assets, including any Related Document, or (C) any order, writ, judgment, award, injunction or decree binding on
or affecting it or any of its assets or properties, or (iii) result in a breach or violation of, or constitute a default under,
or permit the acceleration of any obligation or liability in, or but for any requirement of the giving of notice or the passage of time
(or both) would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration of, any contractual
obligation or any agreement or document to which it is a party or by which it or any of its assets are bound (or to which any such obligation,
agreement or document relates), except in the case of clauses (ii) and (iii) above, where such conflicts, breaches,
violations or defaults would not reasonably be expected to have a Material Adverse Effect.

 (e)       Governmental
Authorizations; Private Authorizations; Governmental Filings . The Seller has obtained, maintained and kept in full force and effect
all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where
the failure to do so would not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary
for the execution and delivery by it of the Facility Documents to which it is a party, and the performance by the Seller of its obligations
under this Agreement and the other Facility Documents to which it is a party, and no material Governmental Authorization, Private Authorization
or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution
and delivery by it of any Facility Document to which it is a party or the performance of its obligations under this Agreement and the
other Facility Documents to which it is a party.

 7

 (f)  
      Information and Reports . Each Notice of Borrowing, each Monthly Report, each Payment Date Report
and all other written reports and certificates (other than projections, forward-looking statements, information of a general
economic or industry specific nature) furnished by or on behalf of the Seller to any Secured Party for purposes of or in connection
with this Agreement, the other Facility Documents or the transactions contemplated hereby or thereby shall be, taken as a whole,
true, complete and correct in all material respects as of the date such information is stated or certified (as modified or
supplemented by other information so furnished); provided that solely with respect to information furnished by the Seller which was
provided to the Seller from an Obligor with respect to a Collateral Loan, such information shall only need to be true, complete and
correct to the actual knowledge of the Seller; provided further that, with respect to projected financial information, other forward
looking information and information relating to third parties, the Seller represents only that such information represents the
Seller’s good faith estimates as of the date of preparation thereof, based upon methods and data the Seller believed at the
time of the preparation thereof to be reasonable and accurate (it being understood that projections are subject to significant and
inherent uncertainties and contingencies which may be outside of the Seller’s control and that no assurance can be given that
projections will be realized, and are therefore not to be viewed as fact, and that actual results for the periods covered by
projections may differ from the projected results set forth in such projections and that such differences may be material), and the
Seller makes no representation or warranty with respect to information of a general economic or general industry nature.

 (g) 
      Taxes . The Seller has filed all U.S. federal income tax returns, information statements, reports
and all other tax returns which are required to be filed by it, if any, and has paid all U.S. federal income Taxes and all other
Taxes (including mortgage recording Taxes) shown to be due and payable on such returns, if any, or pursuant to any assessment
received by any such Person, other than (x) any such Taxes that are being contested in good faith by appropriate proceedings
and for which appropriate reserves in accordance with GAAP have been established or (y) any such failure that would not
reasonably be expected to have a Material Adverse Effect.

 (h)    
  [ Reserved ].

 (i)   
     Compliance with Agreements, Laws, Etc . The Seller has duly observed and complied with all Applicable
Laws relating to the conduct of its business and its assets, except where the failure to do so would not reasonably be expected to
result in a Material Adverse Effect. The Seller has preserved and kept in full force and effect its legal existence. The Seller has
preserved and kept in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so
would not reasonably be expected to result in a Material Adverse Effect.

 (j)   
     Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions . The Seller and its subsidiaries and
their respective directors, officers, managers and, to its knowledge, its agents, are in compliance with Anti-Corruption Laws,
Anti-Money Laundering Laws and, in all material respects, applicable Sanctions. None of (a) the Seller, its subsidiaries or
their respective directors, officers or managers, or (b) to their respective knowledge, any of their agents that will act in
any capacity in connection with or benefit from the credit facilities established hereby, is a Sanctioned Person.

 8

 (k)    
   Eligibility . To its actual knowledge, each Warranty Collateral Loan included in a Monthly Report or a Borrowing Base
Calculation Statement required to be delivered by it under this Agreement as an Eligible Collateral Loan was, in fact, an Eligible
Collateral Loan as of the applicable Transfer Date.

 (l)    
    Solvency . The Seller is solvent, is not the subject of any Insolvency Event and will not become insolvent after
giving effect to the transactions contemplated by this Agreement and the other Facility Documents.

 (m)      Value
Given . The Seller shall have received fair consideration and reasonably equivalent value from the Purchaser in exchange for the purchase
of the Collateral Loans (or any number of them) from the Seller pursuant to this Agreement. No such transfer has been made for or on
account of an antecedent debt owed by the Purchaser to the Seller and no such transfer is or may be voidable or subject to avoidance
under any section of the Bankruptcy Code.

 (n)    
 No Fraud . Each Loan originated by the Seller was, to the best of the Seller’s knowledge, originated without any
fraud or material misrepresentation.

 Section 3.2       Representations
and Warranties of the Purchaser . By its execution of this Agreement, the Purchaser hereby represents to the Seller as of the
Closing Date and each Transfer Date, as applicable, that:

 (a)    
   Due Organization . The Purchaser is a limited liability company duly organized and validly existing under the Laws of
the State of Delaware, with full power and authority to own and operate its assets and properties, conduct the business in which it
is now engaged and to execute and deliver and perform its obligations under this Agreement and the other Facility Documents to which
it is a party.

 (b)
       Due Qualification and Good Standing . The Purchaser is in good standing in the State of
Delaware. The Purchaser is duly qualified to do business and, to the extent applicable, is in good standing in each other
jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this
Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except
where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse
Effect.

 (c)    
   Due Authorization; Execution and Delivery; Legal, Valid and Binding Enforceability . The execution and delivery by the
Purchaser of, and the performance of its obligations under the Facility Documents to which it is a party and the other instruments,
certificates and agreements contemplated thereby are within its powers and have been duly authorized by all requisite action by it
and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in
accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

 9

 (d)    
   Governmental Authorizations; Private Authorizations; Governmental Filings . The Purchaser has obtained, maintained and
kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly
carry out its business, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and
has made all material Governmental Filings necessary for the execution and delivery by it of this Agreement and the performance by
the Purchaser of its obligations under this Agreement and no material Governmental Authorization, Private Authorization or
Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution
and delivery by it of this Agreement or the performance of its obligations under this Agreement.

 (e)    
   Non-Contravention . None of the execution and delivery by the Purchaser of this Agreement, the Borrowings or the pledge
of the Collateral hereunder, the consummation of the transactions herein or therein contemplated, or compliance by it with the
terms, conditions and provisions hereof or thereof, will (i) conflict with, or result in a breach or violation of, or
constitute a default under its Constituent Documents, (ii) conflict with or contravene (A) any Applicable Law,
(B) any indenture, agreement or other contractual restriction binding on or affecting it or any of its assets, including any
Related Document, or (C) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its assets
or properties or (iii) result in a breach or violation of, or constitute a default under, or permit the acceleration of any
obligation or liability in, or but for any requirement of the giving of notice or the passage of time (or both) would constitute
such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any contractual obligation or
any agreement or document to which it is a party or by which it or any of its assets are bound (or to which any such obligation,
agreement or document relates), except in the case of clauses (ii) and (iii) above, where such conflicts,
breaches, violations or defaults would not reasonably be expected to have a Material Adverse Effect.

 ARTICLE IV

PERFECTION OF TRANSFER

AND PROTECTION OF SECURITY INTERESTS

 Section 4.1    
   Custody of Loan . With respect to each Loan transferred hereunder as part of the Conveyed Assets, within the time
period required for delivery thereof under the Credit Agreement, the Seller shall deliver, or cause to be delivered, copies (or
originals, if required by the definition of Required Loan Documents) of the Required Loan Documents to the Collateral
Agent.

 Section 4.2    
    Filing . Each of the Seller and the Purchaser hereby authorizes the Collateral Manager and the Collateral
Agent to prepare and file such UCC financing statements (including but not limited to amendment, renewal, continuation or in lieu
statements) and amendments or supplements thereto or other instruments as the Collateral Manager or the Collateral Agent may from
time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance
with the UCC.

 Section 4.3       Changes
in Name, Corporate Structure or Location . If any change in the Seller’s name, identity, structure, existence, state of
formation, location or other action would make any financing or continuation statement or notice of ownership interest or lien relating
to any Conveyed Assets seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Seller,
no later than ten (10) Business Days after the effective date of such change, shall file such amendments as may be required to preserve
and protect the Purchaser’s and the Collateral Agent’s respective security interests in the Conveyed Assets.

 10

 Section 4.4  
     Costs and Expenses . The Purchaser under the Credit Agreement will be obligated to pay all reasonable
invoiced costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of
the Purchaser’s right, title and interest in and to the Conveyed Assets (including, without limitation, the security interests
provided for in the Credit Agreement).

 Section 4.5    
    Sale Treatment . The Seller and the Purchaser shall treat the transfer of Conveyed Assets hereunder for all
purposes (other than tax and consolidated accounting purposes) as a sale and purchase on all of their relevant books and records and
any consolidated financial statements shall disclose that the Conveyed Assets are specifically owned by the Purchaser and not the
Seller.

 ARTICLE V

COVENANTS

 Section 5.1    
    Covenants of the Seller . The Seller makes the following covenants on which the Purchaser will rely in
acquiring any Loan Assets on any applicable Transfer Date, and on which, in each case, each of the parties hereto acknowledges and
agrees that the Collateral Agent, for the benefit of the Secured Parties, shall be entitled to rely as an express third party
beneficiary as a condition of the Purchaser entering into the Facility Documents to which it is a party:

 (a)       Compliance
with Agreements, Laws, Etc . The Seller shall (i) duly observe and comply with all Applicable Laws relative to the conduct of
its business or to its assets, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect,
(ii) preserve and keep in full force and effect its legal existence, (iii) preserve and keep in full force and effect its rights,
privileges, qualifications and franchises, except where the failure to do so would not reasonably be expected to result in a Material
Adverse Effect, (iv) comply with the terms and conditions of each Constituent Document and each Related Document in all material
respects to which it is a party, and (v) obtain, maintain and keep in full force and effect all Governmental Authorizations, Private
Authorizations and Governmental Filings which are necessary or appropriate to properly carry out its business and the transactions contemplated
to be performed by it under the Facility Documents, the Constituent Documents and the Related Documents to which it is a party, except
where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

 (b)    
   Existence . During the term of this Agreement, the Seller will (i) preserve and maintain its statutory trust
existence, rights, franchises and privileges in the jurisdiction of its formation and (ii) qualify and remain qualified in good
standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and
qualification has had, or would reasonably be expected to have, a Material Adverse Effect.

 11

 (c)       Mandatory
Repurchase or Substitution of Warranty Collateral Loans . (i) In the event of a material breach of any representation or warranty
set forth in Section 3.1(k) (a “ Warranty Event ”) with respect to a Loan transferred hereunder (each,
a “ Warranty Collateral Loan ”), no later than thirty (30) days after the earlier of (A) knowledge of such breach
on the part of the Seller and (B) receipt by the Seller of written notice thereof given by the Purchaser, Collateral Agent or any
other Secured Party, the Seller shall repurchase each such Warranty Collateral Loan for a purchase price equal to the Repurchase Price
or substitute such Warranty Collateral Loan with a Substitute Loan; provided , however , that no such repurchase (or substitution)
shall be required to be made with respect to such Warranty Collateral Loan (and such Loan shall cease to be a Warranty Collateral Loan)
if, on or before the expiration of such 30 day period, the representations and warranties in Section 3.1(k) shall be
made true and correct in all material respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had
been transferred to the Purchaser on such day. Nothing in this Section 5.1(c) shall be construed to give the Seller
any right, title or interest in and to any Conveyed Assets after the applicable Transfer Date (unless and until after such Warranty Collateral
Loans and the related Conveyed Assets related to such Warranty Collateral Loan are repurchased (or substituted) in accordance with this
 Section 5.1(c) ) or to require Seller to repurchase (or substitute) any Loan due to the lack of future performance, decline
in value or as a result of the applicable Obligor’s insolvency, credit loss or general inability to repay its Underlying Loan.

 (ii)     Upon
the Purchaser’s receipt of the Repurchase Price (or a Substitute Loan) for a Warranty Collateral Loan, the Purchaser shall automatically
and without further action be deemed to transfer, assign and set over to Seller all the right, title and interest of the Purchaser in,
to and under such Warranty Collateral Loan and related Conveyed Assets, and all income and proceeds of the foregoing, free and clear
of any Lien created pursuant to this Agreement. The Purchaser hereby confirms and agrees that, with respect to each Warranty Collateral
Loan sold or exchanged hereunder, from and after the applicable Repurchase Date, the Purchaser shall have no further right, title or
interest in such Warranty Collateral Loan or the related Conveyed Assets and that receipt of the Repurchase Price or a Substitute Loan
shall be the sole remedy available to the Purchaser with respect to the breaches giving rise to classification of such Loan as a Warranty
Collateral Loan.

 (iii)    The
Repurchase Price for any Warranty Collateral Loan which is to be purchased by the Seller pursuant to this Section 5.1(c) shall
be remitted by the Seller in immediately available funds to or as directed by the Purchaser within three (3) Business Days of the
date on which such obligation arises unless on or before such date the Seller replaces such Warranty Collateral Loan with a Substitute
Loan in accordance with this Agreement and the Credit Agreement. After Seller has paid the Repurchase Price or completed a permitted
transfer of a Substitute Loan, the Purchaser shall, at the sole expense of Seller, execute such documents and instruments of transfer
as may be prepared by the Seller and take such other actions as shall reasonably be requested by the Seller to effect the transfer of
each such Warranty Collateral Loan and the related Conveyed Assets pursuant to this Section 5.1(c) .

 12

 ARTICLE VI

CERTAIN MATTERS

 Section 6.1  
      Liabilities to Obligors . The Seller hereby acknowledges and agrees that no obligation or
liability of the Seller to any Obligor under any of the Loans is intended to be assumed by the Purchaser, the Collateral Manager,
the Collateral Agent or the Lenders under or as a result of this Agreement and the transactions contemplated hereby and under the
other Facility Documents, and the Collateral Agent for the benefit of the Secured Parties is expressly named as a third party
beneficiary of this Agreement for purposes of this Section 6.1 .

 Section 6.2    
    Limitation on Liability . The Seller shall be liable under this Agreement only to the extent of the
obligations specifically undertaken by the Seller under this Agreement. The Seller and any trustee, shareholder, partner, member,
manager, director, officer, employee or agent of the Seller may rely in good faith on any document of any kind, prima facie properly
executed and submitted by any Person respecting any matters arising hereunder. The Seller and any trustee, shareholder, partner,
member, manager, director, officer, employee or agent of the Seller shall be reimbursed by the Purchaser (subject to the
availability of funds in accordance with Section 9.01(c) of the Credit Agreement, as applicable) for any liability or
expense incurred by reason of the Purchaser’s willful misfeasance, bad faith or gross negligence in the performance of its
respective duties hereunder, or by reason of reckless disregard of its obligations and duties hereunder. The Seller shall not be
under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this
Agreement or the other Facility Documents and that in its opinion may involve it in any expense or liability.

 ARTICLE VII

RESERVED

 ARTICLE VIII

MISCELLANEOUS

 Section 8.1    
    Amendment . No amendment, waiver or other modification of any provision of this Agreement shall be effective
unless signed by the Purchaser and the Seller and consented to in writing by the Administrative Agent.

 Section 8.2   
     Governing Law .

 (a)      THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER
IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

 (b)    
  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT OR FOR ANY COUNTERCLAIM HEREIN OR THEREIN OR RELATING HERETO OR THERETO.
Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or
otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and
(ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things,
the mutual waivers and certifications in this Section 8.2(b) .

 13

 Section 8.3   
    Notices . Except where telephonic instructions are authorized herein to be given, all notices,
demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in
writing and shall be personally delivered or sent by registered, certified or express mail, postage prepaid, or by prepaid courier
service, or by electronic mail (if the recipient has provided an email address in Schedule 1), and shall be deemed to be given for
purposes of this Agreement on the day that such writing is received by the intended recipient thereof in accordance with the
provisions of this Section 8.3. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing
provisions of this Section 8.3, notices, demands, instructions and other communications in writing shall be given to or made
upon the respective parties hereto at their respective addresses (or to their respective email addresses) indicated in Schedule 1,
and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party in
Schedule 1.

 Section 8.4    
   Severability of Provisions . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

 Section 8.5  
      Third Party Beneficiaries . The parties hereto hereby manifest their intent that the
Collateral Agent, on behalf of the Secured Parties, the Administrative Agent and the Lenders (and any other indemnified parties) are
express third party beneficiaries of this Agreement and that no other third party shall be deemed a third party beneficiary of this
Agreement, and specifically that the Obligors are not third party beneficiaries of this Agreement. By execution of this Agreement,
the parties hereto acknowledge that the Collateral Manager will be exercising the rights and performing the duties of the Purchaser
hereunder pursuant to Section 11.02 of the Credit Agreement.

 Section 8.6    
    Execution in Counterparts; Severability; Integration . This Agreement shall be valid, binding, and
enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an
original manual signature; (ii) a scanned or photocopied manual signature; or (iii) any other electronic signature
permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic
Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively,
 “Signature Law”), in each case to the extent applicable. Each scanned or photocopied manual signature, or other
electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original
manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any
scanned or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate,
confirm or otherwise verify the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the
avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or
other Signature Law due to the character or intended character of the writings.

 14

 Section 8.7  
      Headings . The headings of the various Sections herein are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.

 Section 8.8    
    No Bankruptcy Petition; Disclaimer .

 (a)    
  The Seller covenants and agrees that, prior to the date that is one year and one day after the satisfaction and discharge of
the Credit Agreement or, if longer, the applicable preference period then in effect, it will not institute against the Purchaser, or
join any other Person in instituting against the Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceedings under the laws of the United States or any state of the United States. This Section 8.8
will survive the termination of this Agreement.

 (b)    
  The provisions of this Section 8.8 shall be for the third party benefit of those entitled to rely thereon,
including the Collateral Agent for the benefit of the Secured Parties, and shall survive the termination of this
Agreement.

 Section 8.9   
     Jurisdiction; Waivers . Each party hereto hereby irrevocably submits to the non-exclusive
jurisdiction of the courts of the State of New York in the Borough of Manhattan, the courts of the United States of America for the
Southern District of New York, and the appellate courts of any of them in any action or proceeding arising out of or relating to
this Agreement, and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in
such New York State or Federal court. Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so,
the defense of an inconvenient forum to the maintenance of such action or proceeding. Each party hereto irrevocably consents to the
service of any and all process in any action or proceeding by the mailing or delivery of copies of such process to it at the address
set forth in Schedule 1 . Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby
irrevocably waives, to the fullest extent that it may legally do so, any right it may have to claim or recover in any legal action
or proceeding referred to in this Section 8.9 any special, indirect, exemplary, punitive or consequential (including
loss of profit) damages.

 Section 8.10   
   No Partnership . Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture
between the parties hereto.

 Section 8.11   
 Successors and Assigns; Assignment to Collateral Agent . This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted assigns. Each of the parties hereto acknowledges that
the rights of the Purchaser under this Agreement are hereby collaterally assigned to the Collateral Agent provided , that the
Collateral Agent has agreed in the Credit Agreement that unless and until an Event of Default shall have occurred and be continuing
and the Termination Date has been declared, the Obligations under the Credit Agreement accelerated and the Collateral Agent (at the
direction of the Administrative Agent) has delivered a Notice of Exclusive Control, the Collateral Manager on behalf of Purchaser
may continue to exercise its rights hereunder pursuant to the terms of the Credit Agreement.

 15

 Section 8.12     Duration
of Agreement . This Agreement shall continue in existence and effect until the repayment, satisfaction or discharge of all Obligations
(other than contingent Obligations for which no claim has been made) under the Credit Agreement.

 Section 8.13     Limited
Recourse .

 (a)      No
recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any
other obligations) of the Seller as contained in this Agreement, the Credit Agreement, the other Facility Documents or any other agreement,
instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any incorporator, affiliate,
stockholder, officer, trustee, partner, general partner, member, manager, employee or director of the Seller by the enforcement of any
assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that
the agreements of the Seller contained in this Agreement, the Credit Agreement, the other Facility Documents and all of the other agreements,
instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the statutory trust
obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by the Seller or any incorporator,
stockholder, affiliate, officer, trustee, partner, general partner, member, manager, employee or director of the Seller under or by reason
of any of the obligations, covenants or agreements of the Seller contained in this Agreement, the Credit Agreement, the other Facility
Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability
of the Seller and each incorporator, stockholder, affiliate, officer, trustee, partner, general partner, member, manager, employee or
director of the Seller, or any of them, for breaches by the Seller of any such obligations, covenants or agreements, which liability
may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and
in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect
any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, trustee, partner, general
partner, member, manager or director of the Seller to the extent of any fraud, misappropriation, embezzlement or any other financial
crime constituting a felony by such Person.

 (b)      Notwithstanding
any contrary provision set forth herein, no claim may be made by the Seller or any other Person against the Administrative Agent and
the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential
or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the
transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Seller hereby waives,
releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected.

 (c)   
   No recourse shall be had for the payment of any amount owing by the Purchaser or Seller under this Agreement,
any other Facility Document or for the payment by the Purchaser or Seller of any fee in respect hereof or any other obligation or
claim of or against the Purchaser or Seller arising out of or based upon this Agreement or any other Facility Document, against any
employee, officer, director, shareholder, trustee, partner, general partner, member or manager of the Purchaser or Seller or of any
Affiliate of such Person (other than the Seller or the Purchaser, as applicable). Recourse in respect of any obligations of the
Purchaser under this Agreement shall be limited to the Collateral (the proceeds of which are to be applied in accordance with
Section 9.01(c) of the Credit Agreement) and on the exhaustion thereof all claims against the Purchaser hereunder shall be
extinguished. The provisions of this Section 8.13 shall survive the termination of this Agreement.

 16

 Section 8.14      Indemnification .
The Seller shall indemnify the Purchaser and its successors, transferees, and assigns (including each Secured Party) and all Related
Parties of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”) against,
and hold each Indemnified Party harmless from, any and all costs, losses, claims, damages, liabilities and related expenses (including
the reasonable and documented out-of-pocket fees, charges and disbursements of any outside counsel for any Indemnified Party) (all of
the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnified Party or awarded against any Indemnified
Party by any Person (including the Seller) arising out of (a) any act or omission of the Seller in breach of its agreements or covenants
under any Facility Document or the transactions contemplated thereby, (b) any breach by the Seller of any of its obligations hereunder
or arising as a result of the failure of any representation or warranty of the Seller herein to be true and correct in all material respects
on the date such representation or warranty was made or (c) any acts or omissions of the Seller constituting fraud, bad faith, willful
misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement; provided that such indemnity
shall not, as to any Indemnified Party, be available to the extent that such Indemnified Amounts (w) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, fraud, bad faith or willful misconduct
of such Indemnified Party or its reckless disregard of its duties hereunder or any Facility Document, (x) result from a claim brought
by the Seller against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any
other Facility Document, if the Seller has obtained a final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction, (y) constitute punitive, indirect, consequential, special damages, lost profits or other similar
damages or (z) result from the performance or non-performance of the Collateral Loans, including any amounts that are uncollectible
due to the Obligor’s financial inability to pay. If the Seller has made any payment pursuant to this Section 8.14 and
the recipient thereof later collects any payments from others (including insurance companies) in respect of such amounts or is found
in a final and nonappealable judgment by a court of competent jurisdiction not to be entitled to such indemnification, then the recipient
agrees that it shall promptly repay to the Seller such amounts collected. The parties hereto agree that this Section 8.14
shall not be interpreted to provide recourse to or against Seller against loss by reason of the bankruptcy, insolvency or lack of creditworthiness
of an Obligor with respect to any Collateral Loan.

 [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]

 17

 IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year
first above written.

 SPCIF
 FUNDING II LLC , as Purchaser

 By:
 Stone Point Credit Income Fund, its sole member

 By:

 /s/
 Giselle A. Alvarado

 Name:
 Giselle A. Alvarado

 Title:
 Vice President and Assistant Secretary

 [Signature Page to Purchase and Contribution Agreement]

 STONE
 POINT CREDIT INCOME FUND , as Seller

 By:

 /s/
 Giselle A. Alvarado

 Name:
 Giselle A. Alvarado

 Title:
 Vice President and Assistant Secretary

 [Signature Page to Purchase
and Contribution Agreement]

 SCHEDULE 1

 NOTICE INFORMATION

 Seller :

 STONE POINT CREDIT INCOME FUND

 c/o Stone Point Credit Income Adviser LLC

20 Horseneck Lane

 Greenwich, CT 06830

 Email: SPCCreditOpsAcct@stonepoint.com

 Purchaser :

 SPCIF FUNDING II LLC

 c/o Stone Point Credit Income Adviser
LLC

20 Horseneck Lane

 Greenwich, CT 06830

 Email: SPCCreditOpsAcct@stonepoint.com

 Collateral Agent :

 THE BANK OF NEW YORK MELLON TRUST
COMPANY, NATIONAL

ASSOCIATION

 601 Travis Street, 16 th Floor

 Houston, Texas 77002

 Attention: Global Corporate Trust –
SPCIF Funding II LLC

 Email: stonepoint_ct@bny.com

 Administrative Agent

 TRUIST BANK

 740 Battery Avenue SE

3rd Floor

Atlanta, GA 30339

 Attention: Sam Philpott/Emily Shields

Telephone No.: (404) 926-5503/(404) 926-5489

Email: Samuel.Philpott@Truist.com

         
     Emily.Shields@Truist.com