BlackRock TCP Capital Corp.

EX-10.1 · ef20075169_ex10-1.htm

EX-10.1
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 ef20075169_ex10-1.htm
 EXHIBIT 10.1

 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT
 THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.  [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 Exhibit 10.1

 EXECUTION VERSION

 SCOTIA CAPITAL (USA) INC.

 Placement Agency Agreement

 May 27, 2026

 Scotia Capital (USA) Inc.

 [***]

 Ladies and Gentlemen:

 The Issuer identified on Schedule 1 (the " Issuer ") proposes to issue and sell the Notes
 identified on Schedule 1 (the " Securities ").  The Securities will be issued pursuant to that certain Indenture to be dated as of the Closing Date identified on Schedule 1 (the " Indenture "), between the Issuer and the Trustee identified on Schedule 1, as trustee (the " Trustee ").  The " Applicable Agreements " refer to this Agreement (as defined below) and the Transaction Documents to which it is a party.  Capitalized terms used but not defined herein shall have the meanings
 given to such terms in the Offering Circular (as defined below) or, if not defined therein, in the Indenture.

 Subject to the terms and conditions set forth in this agreement (this " Agreement "), the
 Issuer hereby appoints Scotia Capital (USA) Inc. as its placement agent (in such capacity, " Scotiabank " or the " Placement Agent ")

 in connection with the offering of the principal amount of each Class specified on Schedule 2 hereto (the " Subject Securities ") and authorizes Scotiabank to arrange for the sale of the
 Subject Securities.

 The Issuer intends to use the proceeds of the offering of the Securities to, among other things, invest in a portfolio of assets (the " Collateral Obligations ") consisting primarily of U.S. dollar-denominated senior secured middle market loans.  BlackRock Capital Investment Advisors, LLC will act as investment manager pursuant
 to an investment management agreement to be dated as of the Closing Date between the Investment Manager and the Issuer (the " Transaction ").

 The Securities will be secured by the Collateral Obligations.

 The Issuer hereby confirms its agreement with Scotiabank concerning the Subject Securities as follows:

 1.            Offering Documents .

 The Securities will be sold by the Issuer without being registered under the Securities Act of 1933, as amended (the " Securities Act "), in reliance upon an exemption therefrom.  The Issuer has prepared (x) a preliminary offering circular dated April 1, 2026 (the " First Preliminary
 Offering Circular "), (y) a second preliminary offering circular dated April 29, 2026 (the " Second Preliminary Offering Circular " and, together with the First Preliminary
 Offering Circular, collectively, the " Preliminary Offering Circular ") and (y) a final offering circular dated May 26, 2026 (the " Offering
 Circular ").  The Preliminary Offering Circular, the Offering Circular and all amendments or supplements thereto, or revisions to any of the foregoing, and any accompanying exhibits, are referred to herein as the " Offering Documents ." The Offering Documents collectively describe, among other things, the Issuer, the Collateral Obligations and the Securities.  Copies of the Offering Documents have been
 delivered by the Issuer to Scotiabank pursuant to the terms of this Agreement, for delivery to prospective purchasers of Securities.  The Issuer hereby confirms that it has authorized the use of the Offering Documents in connection with the
 placement of Securities by Scotiabank in the manner contemplated by this Agreement.  References herein to an Offering Document shall be deemed to refer to and include any document incorporated by reference therein.

 2.            Purchase and Resale of the Subject Securities .

 (a)            The Placement
 Agent has agreed that the offering of the Subject Securities will be made prior to the Closing Date, and the Placement Agent agrees to solicit offers to purchase the Subject Securities on a "commercially reasonable efforts" basis. The Placement
 Agent or its affiliates may, but are not obligated to, purchase Subject Securities (including upon their initial issuance) pursuant to this Agreement. The Issuer confirms that it has authorized the Placement Agent to offer the Subject
 Securities prior to the Closing Date in a manner consistent with this Agreement and to use the Offering Documents in connection therewith. The Securities shall be issued and sold by the Issuer free from all liens, charges and encumbrances,
 equities and other third party rights of any nature whatsoever, together with all rights of any nature whatsoever attaching or accruing to them now or after the date of this Agreement.

 (b)            Scotiabank
 represents, warrants and agrees that:

 (i)            if Scotiabank
 purchases any Subject Securities for its own account on the Closing Date, as of the Closing Date, it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a " QIB ")

 and a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act (a " Qualified Purchaser ");

 (ii)          it has not
 solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Subject Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any
 manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act;

 (iii)         the Issuer has
 authorized it to, and it shall, offer the Subject Securities in compliance with the foreign law selling restrictions set forth in the forepart of the Offering Circular; and

 (iv)        it has not
 solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Subject Securities as part of their initial offering except to persons whom it reasonably believes to be:

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 (A)       solely in the case
 of the Tax Unrestricted Secured Notes, (1) non-"U.S. persons" (within the meaning of Regulation S) and (2) purchasing the Subject Securities in offshore transactions in reliance on Regulation S and (3) Qualified Purchasers (or entities
 beneficially owned exclusively by one or more Qualified Purchasers), and in connection with each such sale, it has complied or will comply with the restrictions set forth in Annex A hereto; or

 (B)        Qualified
 Purchasers or entities owned exclusively by Qualified Purchasers who are also Qualified Institutional Buyers within the meaning of Rule 144A, and in connection with each such sale, it has taken or will take reasonable steps to ensure that the
 purchaser of the Subject Securities is aware that such sale is being made in reliance on Rule 144A;

 such investors meeting the requirements in (A) or (B), " Eligible Investors ".

 (c)            Scotiabank
 acknowledges and agrees that the Issuer and, for purposes of the "no registration" opinion to be delivered to Scotiabank pursuant to Section 5 hereof, counsel for the Issuer, may rely upon the accuracy of the representations and warranties of
 Scotiabank, and compliance by Scotiabank with its agreements, contained in paragraph (b) above (including Annex A hereto) and Scotiabank hereby consents to such reliance.

 (d)            Scotiabank agrees
 to deliver the Offering Circular to each initial investor in the Subject Securities.

 (e)         Scotiabank
 acknowledges and agrees that any purchases, placements and resales of the Subject Securities by it are restricted as described under " Transfer Restrictions " in the
 Offering Circular and the Indenture.

 (f)            The Issuer
 acknowledges and agrees that Scotiabank may offer and sell Securities to or through any affiliate of Scotiabank, and that any such affiliate may offer and sell Securities purchased by it to or through Scotiabank.

 (g)          Payment for and
 delivery of the Subject Securities shall be made on the Closing Date at the offices of Chapman and Cutler LLP, 1270 Avenue of the Americas, New York, NY 10020, or such other location mutually agreed upon.

 (h)            Delivery of the
 Subject Securities shall be made against payment of the purchase price therefor by the respective purchasers to the order of the Issuer in same day funds by such means as shall be acceptable to the Issuer and Scotiabank. Such payment shall be
 made upon authorization from Scotiabank (such authorization to be given if the conditions to Scotiabank's obligations set forth herein are either satisfied or waived) against delivery of the Subject Securities.  Payment for the Subject
 Securities shall be made by wire transfer in immediately available funds to the account(s) specified by a representative of the Issuer to Scotiabank against delivery to the Trustee, as custodian for The Depository Trust Company (" DTC ") or its nominee, for the account of the respective purchasers, of one or more global notes representing the Subject Securities, with any transfer taxes payable in connection with the
 sale of the Subject Securities duly paid by the Issuer.

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 (i)            In consideration
 of Scotiabank's obligations hereunder, Scotiabank will be entitled to receive from the Issuer a fee (the " Structuring and Arrangement Fee ") calculated in accordance with the letter
 agreement dated April 23, 2026, between Scotiabank and the Investment Manager (the " Engagement Letter ").

 3.            Representations and Warranties of the Issuer . The Issuer represents and warrants to Scotiabank that:

 (a)          Offering Circular.   The Preliminary Offering Circular, as of its date, did not, and the Offering Circular, as of its date, did not, and as of the Closing Date, does not,
 contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the Preliminary
 Offering Circular and the Offering Circular did contain and does contain all information with regard to it and the Securities that is material in the context of the issuance, offering and sale of the Securities; provided that it makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to Scotiabank that has been furnished to the
 Issuer by or on behalf of Scotiabank expressly for use in the Preliminary Offering Circular or Offering Circular (or any amendment or supplement thereto); provided , further , that the Issuer hereby acknowledges and agrees that the only information relating to Scotiabank that has been furnished to the Issuer by or on behalf of Scotiabank expressly for
 use in the Preliminary Offering Circular or Offering Circular (or any amendment or supplement thereto) consists of the information contained under the heading " Risk Factors—Risks
 Relating to Conflicts of Interest—Certain Conflicts of Interest Regarding Scotiabank and its Affiliates " of the Preliminary Offering Circular and the Offering Circular (the " Scotiabank
 Information ").

 (b)         Additional Written Communication .  It (including its agents and representatives, other than the Placement Agent in its capacity as such) have not prepared, made, used,
 authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than the Offering Documents.

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 (c)          Arm's-Length Transaction .  It acknowledges and agrees that: (i) the arrangement for the offering of the Subject Securities pursuant to this Agreement, including the
 determination of the offering price of the Securities and any related discounts and commissions, is an arm's length transaction between each of the Issuer, on the one hand, and Scotiabank, on the other hand, and it is capable of evaluating and
 understanding and understands and accepts the terms, risks and conditions of the Transaction; (ii) in connection with the Transaction and the process leading to the Transaction Scotiabank is and has been acting solely as a principal (except to
 the extent provided in this Agreement) and is not the financial advisor, agent (except to the extent provided in this Agreement) or fiduciary of any of it or its respective affiliates, stockholders, creditors or employees or any other party;
 (iii) Scotiabank has not assumed, nor shall it assume, an advisory, agency (except to the extent provided in this Agreement) or fiduciary responsibility in favor of it with respect to the Transaction or the process leading thereto (irrespective
 of whether Scotiabank has advised or is currently advising it on other matters) or any other obligation to it except the obligations expressly set forth in this Agreement; (iv) Scotiabank and its affiliates may be engaged in a broad range of
 transactions that involve interests that differ from those of it, and Scotiabank has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) Scotiabank has not provided any legal,
 accounting, regulatory, investment or tax advice with respect to the offering contemplated hereby, and it has consulted its own advisors to the extent it deemed appropriate and it is responsible for making its own independent investigation and
 appraisal of the transactions contemplated hereby, and Scotiabank shall have no responsibility or liability to it with respect to any legal, accounting, regulatory, investment or tax matters.

 Any review by Scotiabank of the Issuer, and of the transactions contemplated hereby or other matters relating to such
 transactions, will be performed solely for the benefit of Scotiabank, as the case may be, and shall not be on behalf of the Issuer or any other person.

 This Agreement supersedes all prior agreements and understandings (whether written or oral) between it and Scotiabank, with
 respect to the subject matter of this Section 3(c). It hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer may have against Scotiabank with respect to any breach or alleged breach of agency or fiduciary
 duty.

 (d)            No Material Adverse Change.   Since the later of (x) the respective dates as of which information is given in the Offering Documents and (y) its date of formation, (i) there
 has not been any material adverse change or development in or material adverse effect on the condition (financial or otherwise), or the business, operation, management, earnings, property, business affairs or business prospects of the Issuer,
 taken as a whole, (ii) there has not been any change in its equity capital or debt, (iii) there has been no dividend or distribution of any kind declared, paid or made by it and (iv) it has not entered into any transaction or agreement (whether
 or not in the ordinary course of business) material to it or incurred any material liability or obligation direct or contingent (other than the Securities issued by it), except in each case as otherwise disclosed in the Offering Documents.

 (e)          Organization and Good Standing.   It (i) has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization or
 incorporation (as applicable), (ii) is duly qualified to do business and is in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its business
 requires such qualification, (iii) has the power and authority to issue and sell the Securities, to enter into the Applicable Agreements, and to undertake and perform the obligations expressed to be assumed by it herein and therein, and has all
 power and authority necessary to own or hold its properties and to conduct the business in which it is engaged, and has taken all necessary action to approve and to authorize the same, except where the failure to be so qualified, in good
 standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position or condition, results of operations or prospects of the Issuer
 taken as a whole or on the performance by the Issuer of its obligations under the Applicable Agreements or otherwise be material in the context of the issuance, offering and sale of the Securities (collectively, a " Material Adverse Effect ").  The Issuer has no subsidiaries on the date hereof.

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 (f)            Capitalization.   Its authorized and issued share or other equity capital is as described in the Offering Circular, and all of its respective issued share or other equity
 capital has been validly issued and is fully paid.

 (g)            Due Authorization.   It has full right, power and authority to execute and deliver the Securities and the Applicable Agreements, including to grant any liens and security
 interests to be granted by it pursuant to the Indenture and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Applicable
 Agreements and the consummation of the transactions contemplated thereby has been duly and validly taken.

 (h)          The Indenture .  Each of the Applicable Agreements (other than this Agreement) has been duly authorized by it, and on the Closing Date will be duly executed and delivered by it
 and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute its valid and legally binding agreement, enforceable against it in accordance with its terms, except as enforceability may
 be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (collectively, the " Enforceability

 Exceptions ").

 (i)            The Securities .  On the Closing Date, the Securities will have been duly authorized by it and duly executed, authenticated and issued, and when the Securities are delivered to
 and paid for by the respective initial purchasers thereof, each Security will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of it, enforceable against it in accordance with the terms of
 such Security, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

 (j)            This Agreement .  This Agreement has been duly authorized, executed and delivered by it and, when duly executed and delivered by each of the other parties hereto, will
 constitute its valid and legally binding agreement, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

 (k)            Descriptions of the Transaction Documents; Accurate Summaries .  Each Transaction Document and this Agreement conforms in all material respects to the descriptions thereof
 contained in the Offering Documents. The statements set forth in the Offering Circular under the captions " The Issuer—Business of the Issuer ",   " Certain U.S. Federal Income Tax Considerations ", " Certain

 ERISA and Related Considerations ",   " Anti-Money Laundering and Anti-Terrorism Requirements and
 Disclosures "   and   " Plan
 of Distribution, " insofar as they purport to summarize the provisions of the laws and documents referred to therein, are accurate summaries in all material respects.

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 (l)            Assets .  In the case of the Issuer, on the Closing Date (i) it has the power to grant a security interest in the Assets and has taken all necessary actions to authorize the
 granting of that security interest; (ii) it is the sole owner of the Assets, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest granted pursuant to the Indenture or as otherwise
 contemplated by the Indenture; (iii) the Trustee has a valid and perfected first priority security interest in the Assets (assuming that any central clearing corporation or any third-party financial intermediary or other entity not within the
 control of the Issuer gives the notices and takes the action required of it under relevant law for perfection of that interest), subject to no prior security interest, lien or encumbrance except as permitted by the Indenture; and (iv) the
 performance of its obligations under the Indenture will not result in the creation of any security interest, lien or other encumbrance on any Assets except as contemplated by the Indenture.

 (m)         No Violation or Default.   It is not (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with
 notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to
 which it is a party or by which it is bound or to which any property or asset of it is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory
 authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

 (n)          No Conflicts .  The execution, delivery and performance by it of the Applicable Agreements (including, but not limited to, the filing of any applicable financing statements
 pursuant to the Indenture); the issuance and sale of the Securities; compliance by it with the terms of the Indenture and the consummation of the transactions contemplated by the Applicable Agreements; and in the case of the Issuer, the grant
 and perfection of liens and security interests in the Assets pursuant to the Indenture do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the
 termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of it pursuant to, any indenture, mortgage, deed of trust, loan agreement or other
 agreement or instrument to which it is a party or by which it is bound or to which any property, right or asset of it is subject (other than any lien, charge or encumbrance created or imposed pursuant to the Indenture), (ii) conflict with or
 result in a breach or violation of the provisions of the charter or by-laws or similar organizational documents of it or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator
 or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material
 Adverse Effect.

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 (o)         No Consents Required .  No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is
 required for the execution, delivery and performance by it of the Applicable Agreements (including, but not limited to, the filing of any applicable financing statements pursuant to the Indenture); the issuance and sale of the Securities;
 compliance by it with the terms of the Indenture; the consummation of the transactions contemplated by the Applicable Agreements; or, in the case of the Issuer, the grant and perfection of liens and security interests in the Assets pursuant to
 the Indenture and the application of the proceeds from the sale of the Securities as described under " Use of Proceeds " in the Offering Circular, except for such consents,
 approvals, authorizations, orders and registrations or qualifications as may be required under Delaware law, or applicable state securities or "Blue Sky" laws in connection with the placement of the Subject Securities by Scotiabank, each of
 which, to the extent required, has been obtained and is in full force and effect.

 (p)         Licenses and Permits .   It possesses, and immediately after giving effect to the offer, sale and
 delivery of the Securities by the Issuer in the manner contemplated by this Agreement and the consummation of the other transactions contemplated by the Transaction Documents shall possess, all material licenses, certificates, authorizations
 and permits issued by, and has made, and immediately after giving effect to the offer, sale and delivery of such Securities by the Issuer in the manner contemplated by this Agreement and the consummation of the other transactions contemplated
 by the Transaction Documents shall have made, all declarations and filings with, the appropriate federal, state, local or non-U.S. regulatory agencies or bodies which are necessary for the ownership of its respective properties or the conduct
 of its respective businesses as described in the Offering Documents, except, in each case, where the failure to possess or make the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and
 it has not received notification of any revocation or modification of any such license, certificate, authorization or permit and has no reason to believe that any such license, certificate, authorization or permit shall not be renewed, except
 where such revocation, modification or non-renewal would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

 (q)        Legal Proceedings.   There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (" Actions ") pending to which it is or may be a party or to which any property of it is or may be the subject; and no such Actions are threatened or contemplated by any governmental or
 regulatory authority or threatened by others.

 (r)          Investment Company Act.   None of the Issuer or the pool of Assets are, or after giving effect to the offering and sale of the Securities and the application of the proceeds
 thereof as described in the Offering Circular, will be (i) an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the
 Commission thereunder (collectively, the " Investment Company Act ") or (ii) required to be registered under the Investment Company Act, nor shall the issuance, offering and sale of the
 Securities as contemplated by this Agreement, the Indenture and the Offering Circular result in a violation of the Investment Company Act.

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 (s)            Taxes.   It is a newly formed entity and has not yet been required to file any Tax Return (as defined below) in any applicable jurisdiction.  The charges, accruals and reserves
 on its books in respect of Taxes are adequate.  For purposes of this Agreement, the term " Taxes " shall mean all U.S. federal, state, local or non-U.S. income, payroll, employee
 withholding, unemployment insurance, social security, sales use, service use, leasing use, excise, franchise, gross receipts, value added, alternative or add-on minimum, estimated, occupation, real and personal property, stamp, transfer,
 workers' compensation, severance, windfall profits, environmental (including taxes under Section 59A of the United States Internal Revenue Code of 1986, as amended), or other tax of the same or of a similar nature, including any interest,
 penalty or addition thereto, whether disputed or not, and the term " Tax Return " shall mean any return, declaration, report, form, claim for refund or information return or statement
 relating to Taxes or income subject to taxation, or any amendment thereto, and including any schedule or attachment thereto.

 (t)            Compliance with ERISA.   The issuance, offering and sale of the Securities in the manner contemplated by this Agreement and (subject to the accuracy of any representations
 made, or deemed to be made, by holders of the Securities under the Indenture and the Offering Circular) by the Offering Circular shall not constitute any non-exempt prohibited transaction (as such term is defined in Section 406 of the U.S.
 Employee Retirement Income Security Act of 1974, as amended (" ERISA ") and Section 4975 of the United States Internal Revenue Code of 1986, as amended (the " Code ")).  It does not maintain an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to ERISA.

 (u)        No Unlawful Payments.   Neither it, nor any of its subsidiaries, directors, officers or employees nor, to its knowledge, any agent or other person associated with or acting on
 behalf of it or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise
 or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person
 acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of
 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United
 Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff,
 influence payment, kickback or other unlawful or improper payment or benefit.  It and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure
 compliance with all applicable anti-bribery and anti-corruption laws.

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 (v)            Compliance with Anti-Money Laundering Laws .  The operations of it and its subsidiaries are and have been conducted at all times in compliance with applicable financial
 recordkeeping and reporting requirements, including without limitation, those of Title 18 U.S. Code section 1956 and 1957, the Bank Secrecy Act of 1970, otherwise known as the Currency and Foreign Transactions Reporting Act of 1970, as amended,
 the applicable money laundering statutes of all jurisdictions where it or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or
 enforced by any governmental agency having jurisdiction over such Person, and any international anti-money laundering guidelines, principles or procedures issued by an intergovernmental group or organization, such as the Financial Action Task
 Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, and any Executive Order, directive, or regulation pursuant to the
 authority or to the enforcement of any of the foregoing, or any orders or licenses issued thereunder (collectively, the " Anti-Money Laundering Laws "), and no action, suit or proceeding
 by or before any court or governmental agency, authority or body or any arbitrator involving it or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to its knowledge, threatened.  It will (A) conduct
 requisite due diligence in connection with the transactions contemplated by the Offering Circular for purposes of complying with all applicable Anti-Money Laundering Laws, (B) ensure it does not use or permit to be used any of the proceeds from
 the sale of the Securities in violation of any Anti-Money Laundering Laws, and (C) ensure it does not fund or permit to be funded any payment obligation under the Applicable Agreements in violation of any Anti-Money Laundering Laws.

 (w)         No Conflicts with Sanctions Laws .  Neither it nor any of its subsidiaries, its directors, officers or employees, nor, to its knowledge, any agent, affiliate or other person
 associated with or acting on behalf of it or any of its subsidiaries is an individual or entity (" Person ") that is, or is owned or controlled by Persons that are, the subject or the
 target of any sanctions, trade embargoes, or other comprehensive prohibitions against transaction activity administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S.
 Department of the Treasury (" OFAC ") or the U.S. Department of State and including, without limitation, the designation as a "specially designated national" or "blocked person"), the
 United Nations Security Council (" UNSC "), Canada, the European Union, His Majesty's Treasury (" HMT "), or other relevant
 Sanctions Authority (collectively, " Sanctions "), or under investigation for any Sanctions violations, nor is it or any of its subsidiaries located, organized or resident in a country
 or territory that is the subject or target of Sanctions, including, without limitation, Afghanistan, Cuba, Iran, North Korea, Syria, the Crimean region in Ukraine, the "Zaporizhzhia" region in Ukraine, the "Kherson" region in Ukraine, the
 "Donetsk People's Republic" region in Ukraine, and the "Luhansk People's Republic" region in Ukraine (each, a " Sanctioned Country "); and it will not directly or indirectly use the
 proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (i) to fund or facilitate any activities of or business with any Person
 that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any
 Person (including any Person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions.  Neither it nor any of its subsidiaries has knowingly engaged in or is now knowingly engaged
 in any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

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 (x)          Solvency.   On and immediately after the Closing Date (after giving effect to the issuance and sale of the Securities and the other transactions related thereto as described in
 the Offering Circular), it will be Solvent.  As used in this paragraph, the term " Solvent " means, with respect to a particular date and entity, that on such date (i) the fair value
 (and present fair saleable value) of the assets of such entity is not less than the total amount required to pay the probable liability of such entity on its total existing debts and liabilities (including contingent liabilities) as they become
 absolute and matured; (ii) such entity is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming
 consummation of the issuance and sale of the Securities as contemplated by this Agreement and the Offering Circular, such entity does not have, intend to incur or believe that it will incur debts or liabilities beyond its ability to pay as such
 debts and liabilities mature; (iv) such entity is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital; and (v) such entity
 is not a defendant in any civil action that would result in a judgment that such entity is or would become unable to satisfy.

 (y)          No Broker's Fees.   It is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any
 of them or Scotiabank for a brokerage commission, finder's fee or like payment in connection with the offering and sale of the Securities.

 (z)          Rule 144A Eligibility.   On the Closing Date, the Securities will meet the requirements of Rule 144A(d)(3) under the Securities Act.  On the Closing Date, the Securities will
 not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Circular and the
 Offering Circular, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule
 144A(d)(4) under the Securities Act.

 (aa)         No Integration.   Neither it nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has, directly or through any agent, sold, offered for sale, solicited offers
 to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.

 11

 (bb)       No General Solicitation or Directed Selling Efforts.   None of it or any of its affiliates or any other person acting on its or their behalf (other than Scotiabank, as to which
 no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a
 public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (" Regulation

 S "), and all such persons have complied with the offering restrictions requirement of Regulation S. It has not entered into any contractual agreement with respect to the distribution of the Securities except for the arrangements
 with Scotiabank.  It acknowledges that the Securities may not be offered or sold, directly or indirectly, and no offering circular or any advertisements in connection with the Securities may be distributed or published, in or from any country
 or jurisdiction except under circumstances that shall result in compliance with any applicable rules and regulations of such country or jurisdiction.

 (cc)        Securities Law Exemptions.   Assuming the accuracy of the representations and warranties of Scotiabank contained in Section 2(b) hereof (including Annex A hereto) and its
 compliance with its agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities by the Issuer and the offer and delivery of the Securities by Scotiabank in the manner contemplated by this
 Agreement and the Offering Circular, to register the Securities under the Securities Act, or to qualify the Indenture under the Trust Indenture Act of 1939, as amended, or the rules and regulations of the Commission applicable to an indenture
 that is qualified thereunder.

 (dd)       No Stabilization.   It has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or
 manipulation of the price of the Securities.

 (ee)        Margin Rules .  None of the transactions contemplated by the Applicable Agreements (including, without limitation, the use of the proceeds from the sale of the Securities),
 will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.

 (ff)        Forward-Looking Statements.   No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included or
 incorporated by reference in the Offering Circular has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

 (gg)       Statistical and Market Data .  Nothing has come to its attention that has caused it to believe that any statistical or market-related data included or incorporated by reference
 in the Offering Circular is not based on or derived from sources that are reliable and accurate in all material respects.

 (hh)        Commodity Pool .  It is not, nor immediately after giving effect to the consummation of the Transaction and the other transactions contemplated by the Applicable Agreements
 shall be, required to be registered under the United States Commodity Exchange Act, as amended, as a "commodity pool."

 12

 (ii)          Offering Documents .  It has authorized Scotiabank to use the Offering Documents in connection with the offer of the Securities and placement of the Subject Securities.

 (jj)          No Event of Default .  No event has occurred or is continuing which would, had the Securities already been issued (whether or not with the giving of notice and/or the passage
 of time and/or the fulfillment of any other requirement), constitute an Event of Default (under and as defined in the Indenture).

 (kk)         Regulation M .  It has not taken, directly or indirectly, any action prohibited by Regulation M under the Exchange Act.

 (ll)         Regulation S Eligibility .  The Issuer and its affiliates and any other person acting on its or their behalf (other than Scotiabank as to which no representation is made) have
 complied with the offering restrictions requirements of Regulation S.

 (mm)      Selling Restrictions .  Based on representations by Scotiabank in Section 2(b) hereof and the consideration of such factors as the Issuer and its counsel deem necessary or
 appropriate and based on the transfer restriction provisions set forth in the Indenture, it has a reasonable belief that the initial sales and subsequent transfers of the Securities shall be limited to Persons who are Eligible Investors.

 (nn)         Foreign Selling Restrictions . It represents and warrants to, and covenants and agrees with, Scotiabank as to the matters set forth in Annex B hereto.

 (oo)        Rule 17g-5 .  The Issuer has given a written representation and undertaking to the Rating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through
 (E) of Rule 17g-5 of the Exchange Act (Rule 17g-5) with respect to the Securities, and it has complied with each such representation and undertaking.

 (pp)        No free writing prospectus .  It has not made any offer to sell or solicitation of an offer to buy the Securities that would constitute a "free writing prospectus" (if the
 offering of the Securities were made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act, without the prior consent of Scotiabank.

 (qq)       Section 3(c)(7) .  In the case of the Issuer, it has undertaken best efforts to arrange for compliance after the Closing Date with the "Section 3(c)(7) Procedures" set forth in
 the Indenture.

 (rr)        Submission to Jurisdiction .  The Issuer has the power to submit, and pursuant to Section 14(c) of this Agreement and Section 14.11 of the Indenture has legally, validly,
 effectively and irrevocably submitted, to the exclusive jurisdiction of any U.S. federal or New York state court located in The City of New York; and has the power to designate, appoint and empower, and pursuant to Section 14(c) of this
 Agreement and Section 14.11 of the Indenture, has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement or the Indenture, as
 applicable, in any U.S. federal or New York state court located in The City of New York.

 13

 4.            Further Agreements of the Issuer.   The Issuer covenants and agrees with Scotiabank that:

 (a)         Authorizations .  It will use its best efforts to obtain on or prior to the Closing Date all government authorizations required in connection with the issuance and sale of the
 Securities to be issued on such date and the performance of its respective obligations under the Applicable Agreements, and to cause such authorizations to be continued in effect so long as any of the Securities remain outstanding; provided that in no event shall it be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process or to subject itself to
 taxation or other burdensome requirements in a jurisdiction in which it is not already so subject.

 (b)         Delivery of Copies.   It will deliver, without charge, as soon as practicable and thereafter from time to time prior to the completion of the distribution of the Securities, to
 Scotiabank as many copies of the Preliminary Offering Circular and the Offering Circular and any other Offering Document (including all amendments and supplements thereto) as Scotiabank may reasonably request.

 (c)         Notice of breach of representation .  At any time prior to payment being made to the Issuer on the Closing Date, it will forthwith notify Scotiabank of anything which has or
 would have rendered or will or would render untrue or incorrect in any material respect any of the representations and warranties in Section 3 hereof as if they had been made or given at such time with reference to the facts and circumstances
 then existing, and of the occurrence of any event which (had the Securities already been issued) would, or with the lapse of time and/or the giving of a notice would and/or the fulfillment of any other condition would constitute an Event of
 Default.

 (d)       Notice to Scotiabank.   It will advise Scotiabank promptly, and confirm such advice in writing, if any of the following occurs: (i) the issuance by any governmental or
 regulatory authority of any order preventing or suspending the use of any of the Offering Documents or the initiation or threatening of any proceeding for that purpose; (ii) the occurrence of any event as a result of which any of the Offering
 Documents as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when such Offering
 Document is delivered to a purchaser, not misleading; or (iii) the receipt by it of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any
 proceeding for such purpose, and it will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the Offering Documents or suspending any such qualification of the Securities and, if
 any such order is issued, it will obtain as soon as possible the withdrawal thereof.

 14

 (e)            Offering Documents, Amendments or Supplements.   Before finalizing any Offering Document or making or distributing any amendment or supplement to any of the Offering Documents,
 the Issuer will furnish to Scotiabank and counsel for Scotiabank a copy of the proposed Offering Document or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed
 Offering Document, amendment or supplement to which Scotiabank objects, unless its counsel advises it, in a written opinion, with a copy to Scotiabank, that (i) without such proposed amendment or supplement the Offering Document, as then
 amended or supplemented, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) such
 proposed amendment or supplement is required pursuant to an order of a regulatory authority having jurisdiction over the Issuer.

 (f)         Preparation of Amendments or Supplements .  Subject to the foregoing, it will prepare promptly, upon the reasonable request of Scotiabank, any amendments of or supplements to
 the Offering Documents that in the opinion of Scotiabank may be reasonably necessary to enable Scotiabank to continue to resell the Securities, subject to the approval of Scotiabank's counsel.

 (g)         Ongoing Compliance.  If at any time prior to the earlier of the completion of the distribution of the Securities (as determined by Scotiabank) and the 90th day following the
 Closing Date (the " Offering Period "), (i) any event shall occur or condition shall exist as a result of which any of the Offering Documents as then amended or supplemented would
 include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend
 or supplement the Offering Documents to comply with law, it will immediately notify Scotiabank thereof and forthwith prepare and, subject to Section 4(b), furnish, at the expense of the Issuer, to Scotiabank such amendments or supplements to
 the Offering Documents as may be necessary so that the statements in any of the Offering Documents as so amended or supplemented (including such documents to be incorporated by reference therein) will not, in the light of the circumstances
 under which they were made, be misleading or so that any of the Offering Documents will comply with law.

 (h)        Qualification of Securities; Blue Sky Compliance.   It will promptly and from time to time take such action as Scotiabank may reasonably request to qualify the Securities for
 offer and sale under the securities or "Blue Sky" laws of such jurisdictions as Scotiabank shall reasonably request and will continue such qualifications in effect so long as required for the offering and resale of the Securities; provided that it shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be
 required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

 15

 (i)          Clear Market.   For a period commencing on the date hereof and ending on the 180th day after the date of the Offering Circular, it agrees not to, directly or indirectly, (i)
 offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any securities of the Issuer
 substantially similar to the Securities or securities convertible into or exchangeable for such securities of the Issuer, or sell or grant options, rights or warrants with respect to such securities of the Issuer or securities convertible into
 or exchangeable for such securities of the Issuer, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such securities of the Issuer,
 whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities of the Issuer or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any
 amendments, with respect to the registration of securities of the Issuer substantially similar to the Securities or securities convertible, exercisable or exchangeable into securities of the Issuer, or (iv) publicly announce an offering of any
 securities of the Issuer substantially similar to the Securities or securities convertible or exchangeable into such securities, in each case without the prior written consent of Scotiabank.

 (j)         Use of Proceeds.   It will apply the net proceeds from the sale of the Securities as described in the Offering Circular under the heading "Use of Proceeds."

 (k)         Supplying Information.   While the Securities remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, it will, during
 any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon the request of such
 holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.  It shall at all times during the Offering Period extend, and use its best efforts to cause the Investment
 Manager to extend, to each prospective investor the opportunity to ask questions of, and receive answers from, the Issuer and Investment Manager concerning their respective businesses, managements and financial affairs, and the Securities and
 the terms and conditions of the offering thereof, and, in the case of the Issuer, to obtain any information such prospective investors may consider reasonably necessary in making an informed investment decision or in order to verify the
 accuracy of the information set forth in the Offering Documents, to the extent the Issuer or the Investment Manager possesses the same or can acquire it without unreasonable effort or expense; provided
 that the Issuer shall permit, and shall use its best efforts to cause the Investment Manager to permit, representatives of Scotiabank to be present at, or participate in, any meeting or telephone conference between the Issuer or the Investment
 Manager and any prospective investor identified by Scotiabank, and shall give Scotiabank reasonable notice thereof, and the Issuer shall not furnish, and shall use its best efforts to cause the Investment Manager not to furnish, any such
 written information to any such prospective investor without first giving Scotiabank a reasonable opportunity to review and comment on such information.

 (l)            DTC.   It will use its best efforts to assist Scotiabank in arranging for the Securities to be eligible for clearance and settlement through DTC. It agrees that it will comply
 with all agreements set forth in the representation letter of the Issuer to DTC relating to the approval of the Securities by DTC for "book entry" transfer.

 16

 (m)        Offering Activity .  It shall not solicit any offer to buy from or offer to sell to any Person any Securities, except through Scotiabank or with the consent of Scotiabank.

 (n)          No Resales by the Issuer.   It will not, it and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that
 have been acquired by any of them, except for Securities purchased by it or any of its affiliates and resold either pursuant to a valid exemption from registration under the Securities Act or in a transaction registered under the Securities
 Act.

 (o)          No Integration.   Neither it nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to
 buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act. It
 agrees that it will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any Securities or any substantially
 similar security issued by it, within six months subsequent to the date on which the distribution of the Securities has been completed (as notified to it by Scotiabank), is made under restrictions and other circumstances reasonably designed not
 to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to
 Rule 144A under, or Regulations D or S of, the Securities Act.

 (p)         No General Solicitation or Directed Selling Efforts.   Neither it nor any of its affiliates or any other person acting on its or their behalf (other than Scotiabank, as to
 which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public
 offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.

 (q)         No Stabilization.   It will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or
 manipulation of the price of the Securities.

 (r)            [ Reserved ].

 (s)          Perfection of Security Interests .  It (i) shall complete on or prior to the Closing Date all filings and other similar actions required in connection with the perfection of
 security interests in the Assets as and to the extent contemplated by the Indenture and (ii) shall take all actions necessary to maintain such security interests and to perfect security interests in any Assets acquired after the Closing Date,
 in each case as and to the extent contemplated by the Indenture.

 17

 (t)            Distribution of offering materials .  Prior to notice to and review by Scotiabank, it will not publish or distribute any offering material in connection with the offering of
 the Securities, unless Scotiabank shall have consented to the publication or use thereof.

 (u)          Legends .  Each certificate representing a Security shall bear the legend contemplated by the Offering Circular for the time period and upon the other terms stated in the
 Offering Circular.

 (v)        Regulation M .  It will not take any action prohibited by Regulation M under the Exchange Act, in connection with the distribution of the Securities contemplated hereby.

 (w)        Investment Company Act .  So long as the Securities are outstanding, it will not become or own or control an investment company required to be registered under the Investment
 Company Act.

 (x)            Section 3(c)(7) Compliance .  In the case of the Issuer, it will comply with the "Section 3(c)(7) Procedures" set forth in the Indenture.

 (y)         Satisfaction of Conditions Precedent .  It agrees that it will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the
 Closing Date, and will satisfy all conditions precedent to the obligations of Scotiabank hereunder.

 (z)        Compliance with Applicable Agreements .  Without limiting any of the foregoing agreements, it will comply with all of its obligations under the Applicable Agreements.

 (aa)        17g-5 Compliance .  The Issuer will comply with the representations made by it to the Rating Agency with respect to the Securities in accordance with paragraph (a)(3)(iii) of
 Rule 17g-5.

 (bb)        Anti-Money Laundering and Anti-Corruption Laws .  It shall (A) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws, and maintain or be subject to
 policies and procedures reasonably designed to ensure compliance with, all applicable Anti-Money Laundering Laws and Anti-Corruption Laws, (B) conduct requisite due diligence in connection with the transactions contemplated by the Offering
 Circular for purposes of complying with all applicable Anti-Money Laundering Laws, (C) ensure it does not use or permit to be used any of the proceeds from the sale of the Securities in violation of any Anti-Corruption Laws or Anti-Money
 Laundering Laws, and (D) ensure it does not fund or permit to be funded any payment obligation under the Applicable Agreements in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.

 For purposes of this subclause, the following terms shall have the below set forth meaning:

 18

 " Anti-Corruption Laws " means (a) the U.S. Foreign Corrupt Practices
 Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Issuer or the Investment Manager is located or doing business.

 " Anti-Money Laundering Laws " means applicable laws, regulations or
 ordinances in any jurisdiction in which the Issuer or the Investment Manager is located or doing business that relates to money laundering or terrorism financing, any predicate crime to money laundering, or any financial record keeping and
 reporting requirement related thereto.

 (cc)         Sanctions . It shall comply with all Sanctions with which it is required to comply.  It shall not, directly or indirectly, use the proceeds from the sale of the Securities, or
 lend, contribute or otherwise make available such proceeds (A) to any subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person that, at the time of such funding, is a Restricted Party or
 reasonably expected to become so designated, or currently involved in any publicly recorded claim, action, suit, proceedings or investigation with regard to Sanctions and (B) in any manner that would result in a violation of Sanctions.

 For purposes of this subclause, the following terms shall have the below set forth meaning:

 " Restricted Party " means any Person that is (i) listed on, or owned
 or controlled by a Person listed on, a Sanctions List, (ii) a government of a Sanctioned Country, (iii) an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government of a Sanctioned Country, (iv) resident
 or located in, operating from, or incorporated under the laws of, a Sanctioned Country or (v) otherwise a target of Sanctions.

 " Sanctions Authority " means, with respect to any Person, (a) any
 governmental or quasigovernmental authority (including the Financial Industry Regulatory Authority, the NASD, Inc., the stock exchanges and the SEC or any successor to any of the foregoing), whether executive, legislative, judicial, administrative
 or other, or any combination thereof, including, any federal, state, territorial, county, municipal or other government or governmental or quasi-governmental agency, whether domestic or foreign, with jurisdiction over such Person or any property
 thereof, that may impose sanctions on such Person, or any property thereof, similar to those in clauses (b) through (f) below, (b) the U.S. Department of the Treasury's Office of Foreign Assets Control, (c) the U.S. Department of State, (d) the
 United Nations Security Council, (e) the European Union, (f) His Majesty's Treasury of the United Kingdom and (g) Canada, including Global Affairs Canada and Public Safety Canada.

 " Sanctions List " means any of the lists of specifically designated
 nationals, non-SDN menu-based sanctions targets (or equivalent), sectoral sanctions identification entities (or equivalent), or designated or sanctioned individuals or entities (or equivalent) issued by any Sanctions Authority, each as amended,
 supplemented or substituted from time to time.

 19

 5.            Conditions of Scotiabank's Obligations.   The obligations of Scotiabank hereunder subject to the performance by the Issuer of its covenants and other obligations hereunder and to the following additional conditions:

 (a)            Representations and Warranties.   The representations and warranties of the Issuer contained herein shall be true and correct on the date hereof and on and as of the Closing
 Date; and the statements of the Issuer and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

 (b)         No Material Adverse Change.   No event or condition of a type described in Section 3(d) hereof shall have occurred or shall exist, which event or condition is not described in
 the Offering Circular (excluding any amendment or supplement thereto) the effect of which in the judgment of Scotiabank makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in
 the manner contemplated by this Agreement and the Offering Circular.

 (c)        Officer's Certificate.   Scotiabank shall have received on and as of the Closing Date a certificate of a director or manager, as applicable, or another officer satisfactory to
 Scotiabank, of the Issuer (i) confirming that such officer has carefully reviewed the Preliminary Offering Circular, the Offering Circular and the Applicable Agreements, and to the knowledge of such officer, the representations set forth in
 Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that since the date of the Offering Circular, no event has occurred which should have been set forth in a supplement or amendment to the Offering Circular, (iii) confirming
 that the other representations and warranties of the Issuer in this Agreement and the Applicable Agreements are true and correct and that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or
 satisfied under the Applicable Agreements at or prior to the Closing Date and (iv) to the effect set forth in paragraph (b) above.

 (d)            [Reserved].

 (e)            Opinions and 10b-5 Statement of U.S. Counsel for the Issuer.   The Issuer shall have furnished to Scotiabank (i) written legal opinions and (ii) a written letter with respect
 to the Offering Circular in relation to Rule 10b-5 under the Securities Act, in each case of Chapman and Cutler LLP, U.S. counsel to the Issuer, dated the Closing Date and addressed to Scotiabank, in form and substance satisfactory to
 Scotiabank.

 (f)            Opinions and 10b-5 Statement of Counsel for Scotiabank.   Scotiabank shall have received (i) written legal opinions and (ii) a written letter with respect to the Offering
 Circular in relation to Rule 10b-5 under the Securities Act, in each case of Chapman and Cutler LLP, counsel to the Scotiabank, dated the Closing Date and addressed to Scotiabank, in form and substance satisfactory to Scotiabank.

 (g)            Opinions and 10b-5 Statement of Counsel for the Investment Manager.   The Investment Manager shall have furnished to Scotiabank (i) a written legal opinion and (ii) a written
 letter with respect to the Offering Circular in relation to Rule 10b-5 under the Securities Act, in each case of Milbank LLP, counsel for the Investment Manager, dated the Closing Date and addressed to Scotiabank, in form and substance
 satisfactory to Scotiabank.

 20

 (h)         Opinions of Counsel for the Trustee and Collateral Administrator . The Trustee and Collateral Administrator shall have furnished to Scotiabank the written legal opinion of
 Troutman Pepper Locke LLP, counsel for the Trustee and the Collateral Administrator, dated the Closing Date and addressed to Scotiabank, in form and substance satisfactory to Scotiabank.

 (i)            No Legal Impediment to Issuance.   No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or
 foreign governmental or regulatory authority that could, as of the Closing Date, in the judgment of Scotiabank, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been
 issued that could, as of the Closing Date, in the judgment of Scotiabank, prevent the issuance or sale of the Securities.

 (j)            Good Standing .  Scotiabank shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Issuer in its jurisdiction of organization and
 their good standing in such other jurisdictions as Scotiabank may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

 (k)            DTC.   The Securities in global form shall be eligible for clearance and settlement through DTC.

 (l)          Transaction Documents and Securities .  This Agreement and the other Transaction Documents shall have been duly executed and delivered by the parties thereto, and the
 Securities shall have been duly executed and delivered by a duly authorized officer of the Issuer and duly authenticated by the Trustee.

 (m)        Conditions in Applicable Agreements Satisfied . The conditions precedent to the issuance of the Securities under the Indenture and the conditions precedent to the performance
 by the Issuer of its obligations under the Applicable Agreements shall have been satisfied or waived.

 (n)        Authorizations. The Issuer shall have obtained all governmental authorizations required in connection with the issuance, offering and sale of the Securities and the
 performance of its obligations under the Applicable Agreements; all corporate proceedings and other legal matters incident to the authorization, form and validity of the Securities, the Applicable Agreements, the Preliminary Offering Circular
 and the Offering Circular, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all material respects to Scotiabank, and the Issuer shall have furnished to
 Scotiabank all documents and information that Scotiabank may reasonably request to enable it to pass upon such matters.

 21

 (o)        Ratings .  Each Class of Securities will have been assigned rating(s) no lower than the respective rating(s) set forth for such Class in the Offering Circular.

 (p)         Lien Searches .  Scotiabank shall have received the results of recent lien searches in Delaware with respect to the Issuer and any other jurisdictions in which valid filings
 with respect to the Issuer may be in effect, and such searches shall reveal no liens on any of the assets of the Issuer except for liens with respect to the existing indebtedness of the Issuer under the pre-closing warehouse arrangements
 described in the Offering Circular, which will be repaid in full and terminated on the Closing Date as described in the Offering Circular.

 (q)        Risk Retention Regulation . No U.S. regulatory agency shall have, since February 9, 2018, proposed or effectuated any rule amendments to, or issued new interpretations of, the
 credit risk retention requirements of Section 15G of the Exchange Act, as amended, applicable and effective to the issuance of the Securities.

 (r)         Additional Documents.   On or prior to the Closing Date, the Issuer shall have furnished to Scotiabank such further certificates, documents or other documents as Scotiabank may
 request.

 The Issuer shall furnish to Scotiabank such conformed copies of such opinions, certificates, letters and documents in such quantities as Scotiabank
 shall request.   All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in
 form and substance satisfactory to counsel for Scotiabank.

 If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement,
 or if any of the opinions, letters, documents and certificates referred to in or contemplated by this Agreement shall not be in all respects reasonably satisfactory in form and substance to Scotiabank and its counsel, this Agreement and all
 obligations of Scotiabank hereunder may be canceled by Scotiabank on, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the Issuer (with a copy to the Investment Manager) in writing or by telephone, provided
 such telephonic notice shall promptly be confirmed in writing (which may be by email).

 22

 6.            Indemnification and Contribution .

 (a)          Indemnification of Scotiabank.   The Issuer agrees to indemnify and hold harmless Scotiabank, its affiliates, directors and officers and each person, if any, who controls
 Scotiabank within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities or expenses, as incurred (including, without limitation, legal fees and other
 expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred, and including in settlement of any litigation) (collectively, " Losses "),

 relating to, arising out of or in connection with the transactions contemplated by, or the engagement of Scotiabank pursuant to, the Applicable Agreements, including without limitation, any and all Losses relating to, arising out of or in
 connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular (or any amendment or supplement thereto) or any omission or alleged omission to
 state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) any inaccuracy in the representations and warranties of the Issuer contained
 herein (in each case, after giving effect to any materiality qualifications set forth therein), (iii) any failure of the Issuer to perform its obligations hereunder or under law, or (iv) any act or failure to act by the Issuer in connection
 with, or relating in any manner to, the offering contemplated hereby, and to reimburse Scotiabank and each such affiliate, director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as
 such expenses are reasonably incurred and documented by Scotiabank or such affiliate, director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such Losses, in each case, set out
 in subsections (i) to (iv) above, except insofar as such Losses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Scotiabank Information.

 (b)          Indemnification of the Issuer.   Scotiabank agrees to indemnify and hold harmless the Issuer, each of its directors and officers and each person, if any, who controls the
 Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a)(i) above, but only with respect to any Losses relating to, arising out of or in
 connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular (or any amendment or supplement thereto) or (ii) any omission or alleged omission to
 state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of each of (i) and (ii) to the extent, but only to the extent, that such
 untrue statement or alleged untrue statement, or omission or alleged omission, was made in the Preliminary Offering Circular or the Offering Circular (or any amendment or supplement thereto) in reliance upon and in conformity with Scotiabank
 Information, and to reimburse the Issuer and each such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred and documented by the Issuer or
 such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such Losses.

 23

 (c)            Notice and Procedures.   If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any
 person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the " Indemnified Person ") shall promptly notify the person against
 whom such indemnification may be sought (the " Indemnifying Person ") in writing; provided that the failure to notify the
 Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such
 failure; and provided , further , that the failure to notify the Indemnifying Person shall not relieve it from any liability
 that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above.  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the
 Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others
 entitled to indemnification pursuant to this Section 6 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such
 proceeding, as incurred.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying
 Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
 shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
 parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood and agreed
 that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified
 Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred.  Any such separate firm for Scotiabank, its affiliates, directors and officers and any control persons of Scotiabank shall be designated in writing
 by Scotiabank and any such separate firm for the Issuer, its directors and officers and any control persons of the Issuer shall be designated in writing by the Issuer.  The Indemnifying Person shall not be liable for any settlement of any
 proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by
 reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as
 contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person
 of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement.  No Indemnifying Person shall, without the written consent of the
 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless
 such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does
 not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

 24

 (d)          Contribution.   If the indemnification provided for in paragraph (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims,
 damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of
 such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer on the one hand and Scotiabank on the other from the offering of the Securities or (ii) if the
 allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Issuer on the one hand and
 Scotiabank on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Issuer on the
 one hand and Scotiabank on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Issuer from the sale of the Securities, on the one hand, and the total discounts,
 commissions or fees received by Scotiabank in connection therewith, as provided in this Agreement, on the other hand.  The relative fault of the Issuer on the one hand and Scotiabank on the other shall be determined by reference to, among other
 things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, if any, relates to information supplied by the Issuer or by Scotiabank and the parties' relative intent,
 knowledge, access to information and opportunity to correct or prevent such statement or omission.

 (e)        Limitation on Liability.   The Issuer and Scotiabank agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro   rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to
 in paragraph (d) above.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above,
 any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 6, in no event shall Scotiabank be required to contribute any amount in excess of the
 amount by which the total discounts, commissions and fees received by Scotiabank with respect to the offering of the Securities exceeds the amount of any damages that Scotiabank has otherwise been required to pay by reason of such untrue or
 alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
 fraudulent misrepresentation.

 (f)            Non-Exclusive Remedies.   The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any
 Indemnified Person at law or in equity.

 7.            Effectiveness of Agreement . This Agreement shall become effective as of the date first written above.

 25

 8.            Termination .  This Agreement may be terminated in the absolute discretion of Scotiabank, by notice to the Issuer, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i)  the Issuer
 shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto; (ii) trading generally shall have been suspended or materially limited on or
 by, as the case may be, any exchange or over-the-counter market, including the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago
 Board of Trade; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; (iv) any federal or state statute, regulation, rule or order of any court or other governmental
 authority shall have been enacted or published or promulgated which, in the opinion of Scotiabank, materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations
 of the Issuer; (v) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of Scotiabank, is material
 and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement and the Offering Circular; or (vi) the Engagement Letter shall
 have been terminated.

 Any termination pursuant to this Section 8 shall be without liability on the part of (i) the Issuer to Scotiabank, except that the Issuer shall be
 obligated to reimburse the expenses of Scotiabank pursuant to Section 9 hereof, (ii) Scotiabank to the Issuer, or (iii) any party hereto to any other party except that the provisions of Section 6 hereof shall at all times be effective and shall
 survive any termination of this Agreement.

 9.            Payment of Fees, Costs and Expenses .

 (a)            Whether or not the
 transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Issuer agrees to pay or cause to be paid all fees, costs and expenses incident to the performance of their respective obligations hereunder,
 including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing of the
 Offering Documents (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Applicable Agreements; (iv) the fees and expenses of the Issuer's counsel and
 independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of any jurisdictions as Scotiabank may designate
 and the preparation, printing and distribution of any "Blue Sky" memoranda (including the related fees and expenses of counsel for Scotiabank); (vi) any fees charged by rating agencies for rating any Securities; (vii) the fees and expenses of
 the Trustee, the Collateral Administrator, the Investment Manager (as described under the Investment Management Agreement) and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and
 application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) the fees and expenses incurred with respect to creating, documenting and perfecting the security interests in the Assets as
 contemplated by the Indenture (including the related fees and expenses of counsel to Scotiabank for all periods prior to and after the Closing Date); (x) all expenses and application fees related to the listing of any Securities on any
 exchange; and (xi) all fees payable to Scotiabank under the Engagement Letter, and Section 2 hereof, and Scotiabank's costs (including legal fees and expenses) incurred in connection with the issuance, offering and sale of the Securities and
 the preparation and execution of this Agreement.  Notwithstanding the foregoing, if the Closing Date does not occur (including as a result of a termination of this Agreement pursuant to Section
 8 ), the parties hereto acknowledge and agree that the fees and expenses specified in this Section 9 shall be paid pursuant to and in the manner provided in the
 Engagement Letter.

 26

 (b)          In order to
 provide for the payment on the Closing Date, or promptly thereafter, of the fees, costs and expenses payable pursuant to Section 9(a) hereof, the Issuer authorizes Scotiabank to withhold from the purchase price payable pursuant to Sections 2(a)
 and 2(h) hereof an amount sufficient to pay such fees, costs and expenses as estimated on the Closing Date by Scotiabank (in consultation with the Investment Manager), and on the Closing Date, or as promptly thereafter as practicable, to pay
 all such fees, costs and expenses from such withheld funds, and remit to the Trustee for deposit in the applicable Accounts any excess of the amount so withheld over the amount necessary to pay such fees, costs and expenses; provided that Scotiabank may, at its option, cause the Trustee to remit such fees, costs and expenses as agreed between Scotiabank and the Trustee.  Scotiabank shall provide the Issuer
 with an itemization of the use of such withheld amounts in reasonable detail, and with receipts or statements for the related expenditures to the extent available, upon request from the Issuer.  Notwithstanding the foregoing, the Issuer shall
 only be responsible for any of the foregoing fees, costs, or expenses to the extent they are reasonable and documented.

 (c)            If (i) for any
 reason the Issuer fails to tender the Subject Securities for delivery to the respective purchasers thereof or (ii) Scotiabank declines to place the Subject Securities for any reason permitted under this Agreement, the Issuer agrees to reimburse
 Scotiabank for all out-of-pocket costs and expenses (including the fees and expenses of its counsel) reasonably incurred by Scotiabank in connection with this Agreement and the offering contemplated hereby.

 10.         Persons Entitled to Benefit of Agreement .  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons
 referred to herein, and the affiliates of Scotiabank referred to in Section 6 hereof.  Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of
 this Agreement or any provision contained herein.  No purchaser of Subject Securities from Scotiabank shall be deemed to be a successor merely by reason of such purchase.

 11.         Survival .  The respective indemnities, rights of contribution, representations, warranties and agreements of the Issuer and Scotiabank contained in this Agreement or made by or on behalf of the Issuer or Scotiabank
 pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation
 made by or on behalf of the Issuer or Scotiabank.

 27

 12.         Certain Defined Terms .  For purposes of this Agreement, (a) except where otherwise expressly provided, the term " affiliate " has the meaning set forth in Rule
 405 under the Securities Act; (b) the term " business day " means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term " subsidiary " has the meaning set forth in Rule 405 under the Securities Act; (d) the term " Commission " means the Securities
 Exchange Commission; (e) the term " Exchange Act " collectively means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder; and (f)
 the term " written communication " has the meaning set forth in Rule 405 under the Securities Act.

 13.         Compliance with USA Patriot Act .  In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), Scotiabank is required to obtain, verify and record
 information that identifies its clients, including the Issuer, which information may include the name and address of its clients, as well as other information that will allow Scotiabank to properly identify its clients.

 14.            Miscellaneous .

 (a)            Notices.   All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, sent by electronic mail, or transmitted and
 confirmed by any standard form of telecommunication.

 Notices to Scotiabank shall be given to it at:

 [***]

 Notices to the Issuer shall be given to it at:

 [***]

 (b)            Governing Law.   This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the
 laws of the State of New York.

 28

 (c)            Submission to Jurisdiction .  The Issuer hereby submits to the jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York
 in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  The Issuer waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such
 courts.  The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by
 a suit upon such judgment.  The Issuer irrevocably appoints Corporation Service Company as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees
 that service of process upon such authorized agent, and written notice of such service to the Issuer by the person serving the same to the address provided in this Section 14, shall be deemed in every respect effective service of process upon
 the Issuer in any such suit or proceeding.  The Issuer hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process.  The Issuer further agrees
 to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect until the stated maturity of the Securities.

 (d)         Waiver of Jury Trial.  EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
 RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.   Each of the parties hereby (i) certifies that no representative, agent or attorney of the other party has represented,
 expressly or otherwise, that such other party would not, in the event of an action or proceeding, seek to enforce the foregoing waiver; and (ii) acknowledges that it has been induced to enter into this Agreement by, among other things, the
 mutual waivers and certifications in this paragraph.

 (e)         Judgment Currency .  The Issuer agrees to indemnify Scotiabank, its directors, officers, affiliates and each person, if any, who controls Scotiabank within the meaning of
 Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred by Scotiabank as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and
 paid in a currency (the " judgment currency ") other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted
 into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the
 indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Issuer and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term " rate of exchange " shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

 (f)            Waiver of Immunity .  To the extent that the Issuer has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) the United States
 or the State of New York or (ii) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or
 otherwise) with respect to themselves or their respective property and assets or this Agreement, the Issuer hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by
 applicable law.

 29

 (g)            Recognition of the U.S. Special Resolution Regimes .

 (i)            In the event
 that Scotiabank becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from Scotiabank of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the
 same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

 (ii)          In the event
 that Scotiabank or a BHC Act Affiliate (as defined below) of Scotiabank becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against Scotiabank
 are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 (iii)        For purposes of
 this Agreement, (A) " BHC Act Affiliate " has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k), (B) " Default Right " has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable and (C) " U.S. Special Resolution Regime " means each of (1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (2) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection
 Act and the regulations promulgated thereunder.

 (h)            Counterparts.   This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts, each of which will be deemed an
 original, and all of which together constitute one and the same instrument.  Counterparts may be executed and delivered via facsimile, electronic mail or other transmission method and may be executed by electronic signature (including,
 without limitation, any PDF file, .jpeg file, or any other electronic or image file, or any "electronic signature" as defined under E-SIGN or ESRA, which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any
 other similar platform reasonably available at no undue burden or expense to the parties) and any counterpart so delivered shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be
 deemed to have been duly and validly delivered for all purposes hereunder.

 (i)            Amendments or Waivers.   No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective
 unless the same shall be in writing and signed by the parties hereto.

 30

 (j)         Headings.   The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this
 Agreement.

 (k)            No Bankruptcy Petition; Limited Recourse .

 (i)          Scotiabank
 covenants and agrees that, prior to the date which is one year (or, if longer, any applicable preference period) and one day after the payment in full of all Securities, it will not institute against, or join any other Person in instituting
 against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation Proceedings, or other Proceedings under U.S. federal or state bankruptcy or similar laws.  Notwithstanding anything to the
 contrary in this clause (i), in the event that any Proceeding described in the immediately preceding sentence is commenced against the Issuer, the Issuer, subject to the availability of funds as described in the immediately following
 sentence, will promptly object to the institution of any such proceeding against it and take all necessary or advisable steps to cause the dismissal of any such proceeding (including, without limiting the generality of the foregoing, to
 timely file an answer and any other appropriate pleading objecting to (i) the institution of any proceeding to have the Issuer adjudicated as bankrupt or insolvent or (ii) the filing of any petition seeking relief, reorganization,
 arrangement, adjustment or composition or in respect of the Issuer under applicable bankruptcy law or any other applicable law). The reasonable fees, costs, charges and expenses incurred by Issuer (including reasonable attorneys' fees and
 expenses) in connection with taking any such action will be paid as Administrative Expenses.

 (ii)          Notwithstanding
 any other provision of this Agreement, the obligations of the Issuer hereunder are limited recourse obligations of such party payable solely from the Assets available at such time in accordance with the Priority of Payments and following
 realization of the Assets, and application of the proceeds thereof in accordance with the Indenture, all obligations of and any claims against the Issuer hereunder or in connection herewith after such realization shall be extinguished and
 shall not thereafter revive.  No recourse shall be had against any Officer, director, manager employee, shareholder, authorized person or incorporator of the Issuer, the Investment Manager or their respective Affiliates, successors or assigns
 for any amounts payable under the Securities or the Transaction Documents.

 (l)            Placement Agent Role; Facilitation of Settlement .  In soliciting offers from investors to purchase the Subject Securities from the Issuer pursuant to this Agreement and in
 assuming its other obligations hereunder, the Placement Agent is acting solely as agent for the Issuer and not as principal. It is understood that the Placement Agent will be acting as the Issuer's agent in arranging for the sale of the
 Subject Securities and that the Placement Agent's responsibility in this transaction is limited to a "commercially reasonable efforts" basis, with no understanding, express or implied, on its part of a commitment to purchase or place the
 Subject Securities. The Placement Agent shall have the right, in its sole discretion, to reject in whole or in part any offer it receives to acquire Subject Securities or to allot to any purchaser less than the amount of Subject Securities
 offered to be acquired by such purchaser, and the Placement Agent's decision in respect thereof shall be binding on the Issuer. The Issuer will issue the Subject Securities through the Placement Agent as agent and the Placement Agent will
 have no ownership interest in or title to the Subject Securities prior to their purchase by purchasers; provided that the Placement Agent shall have the right, as agent
 of the Issuer and in order to facilitate settlement, (a) to receive from an investor the purchase price payable by such investor in connection with its purchase of Subject Securities and to pay such purchase price to the Issuer in exchange
 for such purchase by the investor and (b) to receive from the Issuer the Subject Securities purchased by such investor and deliver to such investor the Subject Securities so received from the Issuer for issuance to such investor. In addition,
 the Placement Agent as an agent of the Issuer may, in its sole discretion, facilitate settlement of Securities for which the Placement Agent is not acting as placement agent and in connection therewith shall have the same rights and
 immunities as if it were acting as placement agent.

 31

 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided
 below.

  

 Very truly yours,

  
  
  
  

  

 BLACKROCK DLF 2026-C CLO, LLC

  
  
  
  

  

 By: Tennenbaum Capital Partners, LLC, its Investment Manager

  
  
  
  

  

 By:

 /s/ Patrick Wolfe

  

  
  

 Name: Patrick Wolfe

  

  
  

 Title: Managing Director

  

 [Signature Page to the Placement Agency Agreement]

 Accepted: As of the date first written above

 SCOTIA CAPITAL (USA) INC.

  

  
  
  

 By:

 /s/ David Williams

  

  

 Name: David Williams

  

  

 Title: Authorized Signatory

  

 [Signature Page to the Placement Agency Agreement]

 Schedule 1

 Transaction Details

 Issuer

 BlackRock DLF 2026-C CLO, LLC, a Delaware limited liability company

  
  

 Closing Date

 May 27, 2026

  
  

 Trustee

 Computershare Trust Company, N.A.

  
  

 Notes

 U.S.$270,600,000 Class A-1 Senior Secured Floating Rate Notes due 2034

 U.S.$54,100,000 Class A-2 Senior Secured Floating Rate Notes due 2034

 U.S.$54,100,000 Class B Senior Secured Floating Rate Notes due 2034

 U.S.$27,100,000 Class C Secured Deferrable Floating Rate Notes due 2034

 U.S.$27,100,000 Class D Secured Deferrable Floating Rate Notes due 2034

 Schedule 1 - 1

 Schedule 2

 Subject Securities

 Class of

 Securities

 Applicable

 Issuer(s)

 Aggregate Principal

 Amount (U.S.$)

 Aggregate Principal

 Amount to be placed by Scotiabank (U.S.$)

 Class A-1 Notes

 Issuer

 $270,600,000

 $270,600,000

 Class A-2 Notes

 Issuer

 $54,100,000

 $54,100,000

 Class B Notes

 Issuer

 $54,100,000

 $54,100,000

 Class C Notes

 Issuer

 $27,100,000

 $27,100,000

 Class D Notes

 Issuer

 $27,100,000

 $27,100,000

 Schedule 2 - 1

 Annex A

 Restrictions on Offers and Sales Outside the United States

 In connection with offers and sales of Securities outside the United States:

 (a)            Scotiabank acknowledges that the
 Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject
 to, the registration requirements of the Securities Act.

 (b)            Scotiabank represents, warrants and
 agrees that:

 (i)         Scotiabank has
 offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date,
 only in accordance with Regulation S under the Securities Act (" Regulation S ") or Rule 144A or any other available exemption from registration under the Securities Act.

 (ii)          None of
 Scotiabank or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the
 offering restrictions requirement of Regulation S.

 (iii)         At or prior to
 the confirmation of sale of any Securities sold in reliance on Regulation S, Scotiabank will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchases Securities from it
 during the distribution compliance period a confirmation or notice to substantially the following effect:

 The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the " Securities Act "), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the
 later of the commencement of the offering of the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. 
 Terms used above have the meanings given to them by Regulation S.

 (iv)         Scotiabank has
 not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Issuer.

 Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.

 Annex A - 1

 (c)          Scotiabank acknowledges that no
 action has been or will be taken by the Issuer that would permit a public offering of the Securities, or possession or distribution of the Offering Circular or any other offering or publicity material relating to the Securities, in any
 country or jurisdiction where action for that purpose is required.

 Annex A - 2

 Annex B

 Additional Representations, Warranties and Covenants

 1.

 European Economic Area

 The Issuer represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available
 any Securities to any EU retail investor in the European Economic Area. For the purposes of this provision:

 (a)            the expression
 "EU retail investor" means a person who is one (or more) of the following:

 (i)            a retail client
 as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended) (" MiFID II "); or

 (ii)        a customer within
 the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

 (iii)         not a qualified
 investor as defined in Regulation (EU) 2017/1129 (as amended) (the " EU Prospectus Regulation "), and

 (b)            the expression
 "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities.

 2.

 United Kingdom

 The Issuer represents and agrees that:

 (a)         it has only
 communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the UK Financial Services and Markets Act 2000
 (as amended) (the "FSMA")) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to it;

 (b)            it has complied
 and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the UK; and

 (c)            it has not
 offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any UK retail investor in the UK.

 For purposes of this provision:

 Annex B - 1

 (i)            the expression
 "UK retail investor" means a person who is one (or more) of the following:

 (A)         a retail client
 as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended including by the Retained EU Law (Revocation and Reform) Act
 2023, the " EUWA "), as amended; or

 (B)        a customer within
 the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client, as defined in point (8) of Article
 2(1) of Regulation (EU) No. 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA, as amended; or

 (C)          not a qualified
 investor as defined in Article 2 of Regulation (EU) 2017/1129, as amended, as it forms part of the domestic law of the UK by virtue of the EUWA (as amended, the "UK Prospectus Regulation"); and

 (ii)          the expression
 "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.

 Annex B - 2

EX-10.2 · ef20075169_ex10-2.htm

EX-10.2
 3
 ef20075169_ex10-2.htm
 EXHIBIT 10.2

 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE
 TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 Exhibit 10.2

  

 Execution Version

  

 INDENTURE

  

 by and between

    

 BLACKROCK DLF 2026-C CLO, LLC  

 Issuer

    

 and

  

 COMPUTERSHARE TRUST COMPANY, N.A.  

 Trustee

  

 Dated as of May 27, 2026

  

  

  

 TABLE OF CONTENTS

  

 Page

  

 ARTICLE I
 Definitions
 2

  
  
  

 Section 1.1
 Definitions
 2

 Section 1.2
 Usage of Terms
 68

 Section 1.3
 Assumptions as to Assets
 68

  
  
  

 ARTICLE II
 The Notes
 71

  
  
  

 Section 2.1
 Forms Generally
 71

 Section 2.2
 Forms of Notes
 71

 Section 2.3
 Authorized Amount; Stated Maturity; Denominations
 73

 Section 2.4
 Execution, Authentication, Delivery and Dating
 75

 Section 2.5
 Registration, Registration of Transfer and Exchange
 75

 Section 2.6
 Mutilated, Defaced, Destroyed, Lost or Stolen Note
 85

 Section 2.7
 Payment of Principal and Interest and Other Amounts; Principal and Interest
 Rights Preserved
 86

 Section 2.8
 Persons Deemed Owners
 89

 Section 2.9
 Cancellation
 89

 Section 2.10
 DTC Ceases to be Depository
 90

 Section 2.11
 Non-Permitted Holders
 91

 Section 2.12
 Treatment and Tax Certification
 93

  
  
  

 ARTICLE III
 Conditions Precedent
 97

  
  
  

 Section 3.1
 Conditions to Issuance of Notes on Closing Date
 97

 Section 3.2
 Custodianship; Delivery of Collateral Obligations and Eligible Investments
 101

  
  
  

 ARTICLE IV
 Satisfaction And Discharge
 102

  
  
  

 Section 4.1
 Satisfaction and Discharge of Indenture
 102

 Section 4.2
 Application of Deposited Money
 103

 Section 4.3
 Repayment of Monies Held by Paying Agent
 103

  
  
  

 ARTICLE V
 Remedies
 104

  
  
  

 Section 5.1
 Events of Default
 104

 Section 5.2
 Acceleration of Maturity; Rescission and Annulment
 106

 Section 5.3
 Collection of Indebtedness and Suits for Enforcement by Trustee
 106

 Section 5.4
 Remedies
 108

 Section 5.5
 Optional Preservation of Assets
 111

 Section 5.6
 Trustee May Enforce Claims Without Possession of Notes
 112

 Section 5.7
 Application of Money Collected
 113

 Section 5.8
 Limitation on Suits
 113

  

 i

  

 TABLE OF CONTENTS

 (continued)

  

 Page

  

 Section 5.9
 Unconditional Rights of Secured Noteholders to Receive Principal and Interest
 114

 Section 5.10
 Restoration of Rights and Remedies
 114

 Section 5.11
 Rights and Remedies Cumulative
 114

 Section 5.12
 Delay or Omission Not Waiver
 114

 Section 5.13
 Control by Majority of Controlling Class
 114

 Section 5.14
 Waiver of Past Defaults
 115

 Section 5.15
 Undertaking for Costs
 115

 Section 5.16
 Waiver of Stay or Extension Laws
 116

 Section 5.17
 Sale of Assets
 116

 Section 5.18
 Action on the Notes
 117

 Section 5.19
 First Look Right
 117

  
  
  

 ARTICLE VI
 The Trustee
 118

  
  
  

 Section 6.1
 Certain Duties and Responsibilities
 118

 Section 6.2
 Notice of Event of Default
 119

 Section 6.3
 Certain Rights of Trustee
 120

 Section 6.4
 Not Responsible for Recitals or Issuance of Notes
 124

 Section 6.5
 May Hold Notes
 125

 Section 6.6
 Money Held for the Benefit of the Secured Parties
 125

 Section 6.7
 Compensation and Reimbursement
 125

 Section 6.8
 Corporate Trustee Required; Eligibility
 126

 Section 6.9
 Resignation and Removal; Appointment of Successor
 127

 Section 6.10
 Acceptance of Appointment by Successor
 128

 Section 6.11
 Merger, Conversion, Consolidation or Succession to Business of Trustee
 129

 Section 6.12
 Co-Trustees
 129

 Section 6.13
 Certain Duties of Trustee Related to Delayed Payment of Proceeds
 130

 Section 6.14
 Authenticating Agents
 131

 Section 6.15
 Withholding
 131

 Section 6.16
 Representative for Holders of Secured Notes Only; Agent for each other Secured Party
 132

 Section 6.17
 Representations and Warranties of the Bank
 132

 Section 6.18
 Communications with Rating Agency
 133

 Section 6.19
 Custodian of Underlying Instruments
 133

  
  
  

 ARTICLE VII
 Covenants
 134

  
  
  

 Section 7.1
 Payment of Principal and Interest
 134

 Section 7.2
 Maintenance of Office or Agency
 134

 Section 7.3
 Money for Notes Payments to be Held for the Benefit of the Secured Parties
 134

 Section 7.4
 Existence of Issuer
 136

  

 ii

  

 TABLE OF CONTENTS

 (continued)

  

 Page

  
  
  

 Section 7.5
 Protection of Assets
 138

 Section 7.6
 Opinions as to Assets
 139

 Section 7.7
 Performance of Obligations
 139

 Section 7.8
 Negative Covenants
 140

 Section 7.9
 Statement as to Compliance
 141

 Section 7.10
 Issuer May Consolidate, etc., Only on Certain Terms
 141

 Section 7.11
 Successor Substituted
 143

 Section 7.12
 No Other Business
 143

 Section 7.13
 [Reserved]
 144

 Section 7.14
 Annual Rating Review
 144

 Section 7.15
 Reporting
 144

 Section 7.16
 Calculation Agent
 144

 Section 7.17
 Certain Tax Matters
 146

 Section 7.18
 S&P CDO Monitor Model Election
 148

 Section 7.19
 Representations Relating to Security Interests in the Assets
 148

 Section 7.20
 Information
 150

 Section 7.21
 Credit Estimates
 151

  
  
  

 ARTICLE VIII
 Supplemental Indentures
 152

  
  
  

 Section 8.1
 Supplemental Indentures Without Consent of Holders of Notes
 152

 Section 8.2
 Supplemental Indentures With Consent of Holders of Notes
 155

 Section 8.3
 Execution of Supplemental Indentures
 157

 Section 8.4
 Effect of Supplemental Indentures or Amendments
 159

 Section 8.5
 Reference in Notes to Supplemental Indentures or Amendments
 159

 Section 8.6
 Benchmark Replacement Conforming Changes
 159

  
  
  

 ARTICLE IX
 Redemption Of Notes
 159

  
  
  

 Section 9.1
 Mandatory Redemption
 159

 Section 9.2
 Optional Redemption
 160

 Section 9.3
 Tax Redemption
 162

 Section 9.4
 Redemption Procedures
 163

 Section 9.5
 Notes Payable on Redemption Date
 166

 Section 9.6
 Special Redemption
 166

 Section 9.7
 Re-Pricing
 166

  
  
  

 ARTICLE X
 Accounts, Accountings And Releases
 173

  
  
  

 Section 10.1
 Collection of Money
 173

 Section 10.2
 Collection Account
 174

 Section 10.3
 Transaction Accounts
 176

 Section 10.4
 The Revolver Funding Account
 178

 Section 10.5
 The Closing Expense Account
 179

  

 iii

  

 TABLE OF CONTENTS

 (continued)

  

 Page

  
  
  

 Section 10.6
 Reports to Rating Agency and Additional Recipients
 180

 Section 10.7
 Reinvestment of Funds in Accounts; Reports by Trustee
 180

 Section 10.8
 Accountings
 182

 Section 10.9
 Release of Collateral
 188

 Section 10.10
 Reports by Independent Accountants
 190

 Section 10.11
 Procedures Relating to the Establishment of Accounts Controlled by the Trustee
 191

 Section 10.12
 Section 3(c)(7) Procedures
 192

  
  
  

 ARTICLE XI
 Application Of Monies
 194

  
  
  

 Section 11.1
 Disbursements of Monies from Payment Account
 194

  
  
  

 ARTICLE XII
 Sale of Collateral Obligations
 200

  
  
  

 Section 12.1
 Sales of Collateral Obligations
 200

 Section 12.2
 Purchase of Additional Collateral Obligations
 202

 Section 12.3
 Conditions Applicable to All Sale and Purchase Transactions
 204

 Section 12.4
 Limitation on Certain Maturity Amendments
 205

  
  
  

 ARTICLE XIII
 Noteholders’ Relations
 205

  
  
  

 Section 13.1
 Subordination
 205

 Section 13.2
 Standard of Conduct
 206

  
  
  

 ARTICLE XIV
 Miscellaneous
 206

  
  
  

 Section 14.1
 Form of Documents Delivered to Trustee
 206

 Section 14.2
 Acts of Holders
 207

 Section 14.3
 Notices, etc., to Trustee, the Issuer, the Investment Manager, the Placement Agent, the Collateral Administrator, the Paying Agent, each
 Hedge Counterparty and the Rating Agency
 208

 Section 14.4
 Notices to Holders; Waiver
 210

 Section 14.5
 Effect of Headings and Table of Contents
 211

 Section 14.6
 Successors and Assigns
 211

 Section 14.7
 Severability
 211

 Section 14.8
 Benefits of Indenture
 212

 Section 14.9
 Legal Holidays
 212

 Section 14.10
 Governing Law
 212

 Section 14.11
 Submission to Jurisdiction
 212

 Section 14.12
 WAIVER OF JURY TRIAL
 212

 Section 14.13
 Counterparts
 212

 Section 14.14
 Acts of Issuer
 213

 Section 14.15
 [Reserved]
 213

 Section 14.16
 Communications with Rating Agency
 213

  

 iv

  

 TABLE OF CONTENTS

 (continued)

  

 Page

  
  
  

 Section 14.17
 17g-5 Information
 214

 Section 14.18
 Confidential Information
 215

 Section 14.19
 The Investment Manager
 217

 Section 14.19
 Transparency and Reporting Requirements
 217

  
  
  

 ARTICLE XV
 Assignment Of Investment Management Agreement
 217

  
  
  

 Section 15.1
 Assignment of Investment Management Agreement
 217

  
  
  

 ARTICLE XVI
 Hedge Agreements
 219

  
  
  

 Section 16.1
 Hedge Agreements
 219

  

 v

  

 Schedules and Exhibits

  

 Schedule 1
 List of Collateral Obligations

 Schedule 2
 S&P Industry Classifications

 Schedule 3
 S&P Recovery Rate Tables

 Schedule 4
 Moody’s Rating Definitions

 Schedule 5
 List of Identified Obligations

  
  

 Exhibit A
 Forms of Notes

  
  

 A-1
 Form of Global Secured Note

 A-2
 Form of Certificated Secured Note

 A-3
 [Reserved]

 A-4
 [Reserved]

 Exhibit B
 Forms of Transfer and Exchange Certificates

 B-1
 Form of Transferor Certificate for Transfer of Rule 144A Global Secured Note, Certificated Secured Note or Uncertificated Secured Note to Regulation S Global Secured Note

 B-2
 Form of Purchaser Representation Letter and Transferee Certificate for Certificated Secured Notes and Uncertificated Secured Notes

 B-3
 Form of Transferor Certificate for Transfer of Regulation S Global Secured Note, Certificated Secured Note or Uncertificated Secured Note to Rule 144A Global Secured Note

 B-4
 Form of Transferee Certificate for LLC Interests

 B-5
 Form of ERISA Certificate

 B-6
 Form of Transferee Certificate of Rule 144A Global Secured Note

 B-7
 Form of Transferee Certificate of Regulation S Global Secured Note

 B-8
 Form of Daisy Chain Letter

 Exhibit C
 Form of Contribution Notice

 Exhibit D
 Form of Note Owner Certificate

 Exhibit E
 Approved Appraisal Firms

 Exhibit F
 [Reserved]

 Exhibit G
 Form of Confirmation of Registration

 Exhibit H
 Form of Request for Transfer of Uncertificated Note

   

 vi

  

 INDENTURE , dated as of May 27, 2026, between BlackRock DLF 2026-C CLO, LLC, a limited liability company organized under the laws of the
 State of Delaware, as the issuer (the “ Issuer ”), and Computershare Trust Company, N.A., as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “ Trustee ”).

  

 PRELIMINARY STATEMENT

  

 The Issuer is duly authorized to execute and deliver this Indenture to provide for the Notes issuable as provided in this Indenture. Except as
 otherwise provided herein, all covenants and agreements made by the Issuer herein are for the benefit and security of the Secured Parties. The Issuer and the Trustee are entering into this Indenture for good and valuable consideration, the receipt and
 sufficiency of which are hereby acknowledged.

  

 All things necessary to make this Indenture a valid agreement of the Issuer in accordance with the agreement’s terms have been done.

  

 GRANTING CLAUSES

  

 The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee, the Bank, and each of
 their respective Affiliates in each of their respective capacities under the Transaction Documents, each Hedge Counterparty and the Placement Agent (collectively, the “ Secured Parties ”), all of its right, title and interest in, to and under all
 property of the Issuer, in each case, whether now owned or existing, or hereafter acquired or arising and wherever located, including, without limitation, the following property of the Issuer (all such property is collectively referred to as the “ Assets ”):

  

 (a) the Collateral Obligations, the Loss Mitigation Loans and the Specified Equity Securities (listed, as of the Closing Date, in Schedule 1
 to this Indenture) which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee) herewith and all payments thereon or with respect thereto, and all Collateral Obligations, Loss Mitigation Loans and Specified
 Equity Securities which are Delivered to the Trustee in the future pursuant to the terms hereof and all payments thereon or with respect thereto;

  

 (b) each of the Accounts and any Eligible Investments purchased with funds on deposit therein, and all income from the investment of funds
 therein;

  

 (c) all income from the investment of funds in each Hedge Counterparty Collateral Account, subject to the rights of the Hedge Counterparty
 therein;

  

 (d) the Investment Management Agreement as set forth in Article XV hereof, the Placement Agreement, the Hedge Agreements, the Collateral
 Administration Agreement, the Securities Account Control Agreement and the Risk Retention Letter;

  

 (e) all Cash or Money Delivered to the Trustee (or its bailee) from any source for the benefit of the Secured Parties or the Issuer or a Non-U.S.
 Obligation Subsidiary; or the Issuer’s ownership interest in and rights in all assets owned by any Non-U.S. Obligation Subsidiary and the Issuer’s rights under any agreement with any Non-U.S. Obligation Subsidiary;

  

 1

  

 (f) all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit
 rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC);

  

 (g) any other property otherwise Delivered to the Trustee by or on behalf of the Issuer (whether or not constituting Collateral Obligations or
 Eligible Investments);

  

 (h) any Equity Securities received by the Issuer; and

  

 (i) all proceeds with respect to the foregoing.

  

 The above Grant is made to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in
 the Priority of Payments and Article XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Notes and any other Secured Notes by reason of difference
 in time of issuance or otherwise. Such Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance
 with their terms, (ii) the payment of all other sums (other than in respect of the LLC Interests) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Investment Management Agreement, the Securities Account Control
 Agreement and the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this
 Indenture, be deemed to include any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the criteria set forth in the definitions of “Collateral Obligation” or
 “Eligible Investments,” as the case may be.

  

 The Trustee acknowledges such Grant and agrees to perform the duties herein in accordance with the terms hereof.

  

 ARTICLE I

 Definitions

  

 Section 1.1 Definitions.

  

 Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for
 all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms.

  

 “ 17g-5 Information ”: The meaning specified in Section 14.17(a) .

  

 “ 17g-5 Website ”: A password protected internet website which shall initially be located at
 https://17g5.com/datarooms/projectivblackrockstatic. Any change of the 17g-5 Website shall only occur after notice has been delivered by the Issuer to the Information Agent, the Investment Manager, the Placement Agent and the Rating Agency setting the
 date of change and new location of the 17g-5 Website.

  

 2

  

 “ 25% Limitation ”: A limitation that is exceeded only if Benefit Plan Investors hold 25% or more of the total value of the Tax Restricted
 Secured Notes, the LLC Interests or any other Class of Notes that is treated as equity interests in the Issuer for purposes of ERISA, as calculated under 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.

  

 “ ABL Facility ”: A lending facility pursuant to which the loans thereunder are secured by a perfected, first priority security interest in
 accounts receivable, inventory, machinery, equipment, real estate, oil and gas reserves, vessels, or periodic revenues, where such collateral security consists of assets generated or acquired by the related Obligor in its business.

  

 “ Accountants’ Certificate ”: A certificate, of the firm or firms appointed by the Issuer pursuant to Section 10.10(a) .

  

 “ Accounts ”: (i) the Payment Account, (ii) the Collection Account, (iii) the Revolver Funding Account, (iv) the Custodial Account, (v) each
 Hedge Counterparty Collateral Account, (vi) the Closing Expense Account, (vii) the Permitted Use Account and (viii) the Closing Date Account, in each case including all subaccounts thereof.

  

 “ Accredited Investor ”: The meaning set forth in Rule 501(a) under the Securities Act.

  

 “ Act ” and “ Act of Holders ”: The meanings specified in Section 14.2 .

  

 “ Acquired Participation Interests ”: Any Collateral Obligations in the form participation interests for which the related trade date is the
 Closing Date in the form participation interests, in each case, that have not been otherwise elevated to an assignment of the related loan, including those Collateral Obligations transferred to the Issuer on the Closing Date pursuant to the Master
 Participation Agreement. The failure to elevate the Acquired Participation Interests shall not result or be deemed to result in a default or Event of Default under this Indenture or any other Transaction Document.

  

 “ Administrative Expense Cap ”: An amount equal on any Payment Date (when taken together with any Administrative Expenses paid during the
 period since the preceding Payment Date or in the case of the first Payment Date following the Closing Date, the period since the Closing Date), to the sum of (a) 0.025% per annum (prorated for the related Interest Accrual Period on the basis of a
 360-day year consisting of twelve 30-day months) of the Aggregate Principal Balance of the Assets (excluding any Assets that constitute Interest Proceeds) as of the first day of the related Collection Period and (b) U.S.$300,000 per annum (prorated for
 the related Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months); provided that in respect of the third Payment Date following the Closing Date and any Payment Date thereafter, if the aggregate amount of
 Administrative Expenses paid pursuant to Sections 11.1(a)(i)(A) , 11.1(a)(ii)(A) and 11.1(a)(iii)(A) (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates (or the two
 immediately preceding Payment Dates in the case of the third Payment Date following the Closing Date) and during the related Collection Periods is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with
 this proviso) in the aggregate for such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect to the then-current Payment Date, except that, in respect of the third Payment Date following the
 Closing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date.

  

 3

  

 “ Administrative Expenses ”: The fees, expenses (including fees and expenses of counsel and indemnities) and other amounts due or accrued
 with respect to any Payment Date (including, with respect to any Payment Date, any such amounts that were due and not paid on any prior Payment Date in accordance with the Priority of Payments) and payable in the following order by the Issuer: first ,
 on a pari passu basis to (x) the Trustee pursuant to Section 6.7 and the other provisions of this Indenture, (y) without duplication to clause (x), to the Bank, and their respective Affiliates in all of their respective capacities under
 the Transaction Documents and (z) the Collateral Administrator pursuant to the Collateral Administration Agreement (including fees and expenses in connection with the compilation of the Transparency Reports pursuant to the Collateral Administration
 Agreement or any related side letter, if applicable); second , on a pro rata basis, the following amounts (excluding indemnities) to the following parties: (i) the Independent accountants, agents (other than the Investment Manager) and counsel
 of the Issuer or any Non-U.S. Obligation Subsidiary for fees, costs and expenses; (ii) on a pro rata basis, (x) the Rating Agency for fees and expenses (including any annual fee, amendment fees and surveillance fees) in connection with any rating of
 the Secured Notes or in connection with the rating of (or provision of credit estimates in respect of) any Collateral Obligations and (y) any person in respect of any fees or expenses incurred as a result of compliance with Rule 17g-5 of the Exchange
 Act; (iii) the Investment Manager under this Indenture and pursuant to the Investment Management Agreement but excluding the Investment Management Fee and any Risk Retention Expenses, but including other costs and expenses incurred by the Investment
 Manager on behalf of the Issuer; (iv) the independent manager of the Issuer for fees and expenses; (v) any person in respect of any governmental fee or Tax (including any Tax Account Reporting Rules Compliance Costs, any expenses related to the
 preparation, filing and delivery of tax returns or tax information returns of the Issuer or any Non-U.S. Obligation Subsidiary, and any expenses reasonably incurred in connection with the actions of the Partnership Representative or its agent and
 attorney-in-fact in connection with such role); and (vi) any other Person in respect of any other fees or expenses permitted under this Indenture and the documents delivered pursuant to or in connection with this Indenture (including the payment of all
 legal and other fees and expenses incurred in connection with the purchase or sale of any Collateral Obligations and any other expenses incurred in connection with the Collateral Obligations) and the Notes, including but not limited to, any amounts due
 in respect of the listing of any Notes on any stock exchange or trading system and any amounts owed in connection with the preparation and delivery of the Transparency Reports (including to any Reporting Agent (if any) related thereto) and/or any other
 related regulations; third , any Risk Retention Expenses; and fourth , on a pro rata basis, indemnities payable to any Person pursuant to any Transaction Document; provided that (x) amounts due in respect of actions taken on or
 before the Closing Date shall not be payable as Administrative Expenses but shall be payable only from the Closing Expense Account pursuant to Section 10.5 and (y) for the avoidance of doubt, amounts that are expressly payable to any Person
 under the Priority of Payments in respect of an amount that is stated to be payable as an amount other than as Administrative Expenses (including, without limitation, interest and principal in respect of the Notes) shall not constitute Administrative
 Expenses.

  

 4

  

 “ Affected Class ”: Any Class of Secured Notes that, as a result of the occurrence of a Tax Event described in the definition of “Tax
 Redemption,” has not received 100% of the aggregate amount of principal and interest that would otherwise be due and payable to such Class on any Payment Date.

  

 “ Affiliate ”: With respect to a Person, (a) any other Person who, directly or indirectly, is in control of, or controlled by, or is under
 common control with, such Person or (b) any other Person who is a director, Officer, employee or general partner (i) of such Person, (ii) of any subsidiary or parent company of such Person or (iii) of any Person described in clause (a) of this
 sentence; provided that (x) other investment vehicles or funds or accounts managed by the Investment Manager or Affiliates of the Investment Manager shall be excluded from the definition hereof, (y) the Issuer shall not be deemed to be an
 Affiliate of the Investment Manager or any of its Affiliates solely by reason of the Investment Management Agreement and (z) Obligors in respect of Collateral Obligations shall not be deemed Affiliates solely because they have the same financial
 sponsor. For the purposes of this definition, “control” of a Person means the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause
 the direction of the management and policies of such Person whether by contract or otherwise.

  

 “ Agent Members ”: Members of, or participants in, DTC, Euroclear or Clearstream.

  

 “ Aggregate Outstanding Amount ”: With respect to any of the Notes (or if specified, any Class of the Notes) as of any date, the aggregate
 unpaid principal amount of such Notes Outstanding (including any Deferred Interest previously added to the principal amount of such Class of Notes that remains unpaid except to the extent otherwise expressly provided herein).

  

 “ Aggregate Principal Balance ”: When used with respect to all or a portion of the Collateral Obligations or the Assets, the sum of the
 Principal Balances of all or of such portion of the Collateral Obligations or Assets, respectively.

  

 “ Applicable Obligation ”: As to any Collateral Obligation at any time, any other debt obligation of the same Obligor that either (a) is
 senior or pari passu in right of payment to such Collateral Obligation or (b) shares the same collateral as such Collateral Obligation, but only (in the case of this clause (b)) if the aggregate principal amount (funded or unfunded) of such
 other obligation (and all other obligations of such Obligor that share the same collateral) is at least equal to 20% of the aggregate principal amount of such Collateral Obligation (including portions of such Collateral Obligation not held by the
 Issuer).

  

 “ Appraisal ”: With respect to any Collateral Obligation, an appraisal of either (A) such Collateral Obligation or (B) the assets securing
 such Collateral Obligation, in each case, that is conducted by an Approved Appraisal Firm on the basis of the fair market value of such Collateral Obligation or such assets (that is, the price that would be paid by a willing buyer to a willing seller
 of such Collateral Obligation or such assets in a commercially reasonable sale on an arm’s-length basis). Any Appraisal required hereunder (i) may be in the form of an update or reaffirmation by an Approved Appraisal Firm of an Appraisal previously
 performed by an Approved Appraisal Firm and (ii) shall be provided within five Business Days following completion to the Collateral Administrator for purposes of the Monthly Report.

  

 5

  

 “ Appraised Value ”: With respect to any Collateral Obligation, the Appraisal value (determined in Dollars, and which, if Appraisals for both
 of the following are available, the greater) of either (A) such Collateral Obligation or (B) the assets securing such Collateral Obligation, net of estimated costs of their liquidation as determined by the applicable Approved Appraisal Firm, in each
 case as set forth in the related Appraisal or, if a range of values is set forth therein, the midpoint of such values; provided that the Appraised Value of any Collateral Obligation shall in no case be greater than its Principal Balance. If the
 Issuer owns less than 100% of the total lenders’ interests secured by the assets securing any Collateral Obligation or has sold participation interests in such Collateral Obligation, then the Appraised Value with respect to such Collateral Obligation
 will be reduced to reflect the proportionate interests of all other lenders or participants secured by such assets (taking into account the relative seniority of all such lenders and participants) that rank pari passu with or senior to
 (including with respect to liquidation) the Issuer’s interest under the Collateral Obligation.

  

 “ Approved Appraisal Firm ”: Those entities whose names are set forth in Exhibit E hereto, as it may be amended from time to time; provided
 that (a) any such entity added to such Exhibit after the Closing Date shall be an independent appraisal firm (i) recognized as being experienced in conducting valuations of loans of the type constituting Collateral Obligations and (ii) that the Issuer,
 or the Investment Manager in accordance with the Standard of Care, determines is qualified with respect to each Collateral Obligation, (b) at no time may the Issuer, the Investment Manager or any Affiliate thereof be an Approved Appraisal Firm and (c)
 any amendment to Exhibit E will be not effective without the satisfaction of the S&P Rating Agency Condition.

  

 “ Approved Foreign Jurisdiction ”: Each of the United Kingdom, Luxembourg, Canada, Australia, the Netherlands, Germany, Denmark, Belgium,
 Finland, Norway, Sweden, Switzerland, Austria, New Zealand and the Approved Tax Jurisdictions; provided that each such country (other than the Approved Tax Jurisdictions) has a foreign currency issuer credit rating that is at least “AA” by
 S&P.

  

 “ Approved Tax Jurisdiction ”: (a) Each of The Bahamas, Bermuda, the British Virgin Islands, the U.S. Virgin Islands, the Cayman Islands, the
 Channel Islands, the Marshall Islands, Sint Maarten and Curaçao and (b) any other jurisdiction as may be designated an Approved Tax Jurisdiction by the Issuer or the Investment Manager subject to satisfaction of the Global Rating Agency Condition.

  

 “ Assets ”: The meaning assigned in the Granting Clauses hereof.

  

 “ Assumed Reinvestment Rate ”: The Benchmark (as determined on the most recent Interest Determination Date relating to an Interest Accrual
 Period beginning on a Payment Date or the Closing Date); provided that the Assumed Reinvestment Rate shall not be less than 0.00%.

  

 “ Authenticating Agent ”: With respect to the Notes or a Class of the Notes, the Person designated by the Trustee to authenticate such Notes
 on behalf of the Trustee pursuant to Section 6.14 hereof.

  

 6

  

 “ Authorized Officer ”: With respect to the Issuer, any Officer or any other Person who is authorized to act for such Person in matters
 relating to, and binding upon, such Person. With respect to the Investment Manager, any Officer, employee, member or agent of the Investment Manager who is authorized to act for the Investment Manager in matters relating to, and binding upon, the
 Investment Manager with respect to the subject matter of the request, certificate or order in question. With respect to the Collateral Administrator, any Officer, employee, partner or agent of the Collateral Administrator who is authorized to act for
 the Collateral Administrator in matters relating to, and binding upon, the Collateral Administrator with respect to the subject matter of the request, certificate or order in question. With respect to the Trustee, the Bank, and their respective
 Affiliates (in all of their respective capacities under the Transaction Documents) or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer. With respect to any Authenticating Agent, any Officer or Trust
 Officer of such Authenticating Agent who is authorized to authenticate the Notes. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any person to act, and such certification
 may be considered as in full force and effect until receipt by such other party of written notice to the contrary.

  

 “ Balance ”: On any date, with respect to Cash or Eligible Investments in any Account, the aggregate of the (i) current balance of any Cash,
 demand deposits, time deposits, certificates of deposit and federal funds; (ii) principal amount of interest-bearing corporate and government securities, money market accounts and repurchase obligations; and (iii) purchase price (but not greater than
 the face amount) of non-interest-bearing government and corporate securities and commercial paper.

  

 “ Bank ”: Computershare Trust Company, N.A., in its individual capacity and not as Trustee, and any successor thereto.

  

 “ Bankruptcy Law ”: The federal Bankruptcy Code, Title 11 of the United States Code, as amended from time to time, and any successor statute
 or any other applicable federal or state bankruptcy law or similar law.

  

 “ Bankruptcy Subordination Agreement ”: The meaning specified in Section 5.4(d)(ii) .

  

 “ Benchmark ”: With respect to (a) the Floating Rate Notes, initially, Term SOFR; provided that if Term SOFR or the then-current
 Benchmark is unavailable for a period of at least 30 consecutive days or the Term SOFR Administrator or the administrator of the then-current Benchmark, as applicable, announces that such rate will no longer be reported, then upon written notice (which
 notice may be in the form of an email) from the Investment Manager to the Issuer, the Calculation Agent, the Collateral Administrator and the Trustee of the occurrence of such event and the designation of a Fallback Rate, “Benchmark” with respect to
 the Floating Rate Notes means the applicable Fallback Rate; provided , further , that the Benchmark with respect to the Floating Rate Notes will be no less than zero and (b) any Floating Rate Obligation, the reference rate applicable to
 such Floating Rate Obligation calculated in accordance with the related Underlying Instruments.

  

 7

  

 “ Benchmark Replacement Adjustment ”: The first alternative set forth in the order below that can be determined by the Investment Manager:

  

 (1)
 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, endorsed or recommended by the Relevant Governmental
 Body for the applicable Unadjusted Benchmark Replacement; or

  

 (2)
 the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Investment Manager giving due consideration to any industry-accepted spread adjustment, or method for
 calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated securitization transactions at such time.

  

 “ Benchmark Replacement Conforming Changes ”: With respect to any Fallback Rate, any technical, administrative or operational changes
 (including changes to the definition of “Interest Accrual Period,” timing and frequency of determining rates and making payments of interest, and other administrative matters) that the Investment Manager decides may be appropriate to reflect the
 adoption of such Fallback Rate in a manner substantially consistent with market practice (or, if the Investment Manager decides that adoption of any portion of such market practice is not administratively feasible or if the Investment Manager
 determines that no market practice for use of the Fallback Rate exists, in such other manner as Investment Manager determines is reasonably necessary).

  

 “ Benefit Plan Investor ”: A benefit plan investor as defined in 29 C.F.R. Section 2510.3-101 and Section 3(42) of ERISA, which includes an
 employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, a plan that is subject to Section 4975 of the Code or an entity whose underlying assets include “plan assets” by
 reason of any such employee benefit plan’s or plan’s investment in the entity.

  

 “ Bond ”: Any obligation (whether secured or otherwise) that (a) constitutes borrowed money and (b) is in the form of, or represented by, a
 bond, note, certificated debt security or other debt security of a corporation (other than any of the foregoing that evidences a Loan or Participation Interest).

  

 “ Bridge Loan ”: Any loan or other obligation that (a) is unsecured and incurred in connection with a merger, acquisition, consolidation, or
 sale of all or substantially all of the assets of a Person or similar transaction and (b) by its terms, is required to be repaid within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (it being
 understood that any such loan or debt security that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out or other provision whereby (automatically or at the sole option of the Obligor thereof) the maturity of
 the indebtedness thereunder may be extended to a later date is not a Bridge Loan).

  

 “ Business Day ”: Any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banks are authorized or required by
 applicable law, regulation or executive order to close in New York, New York or Los Angeles, California or in the city in which the Corporate Trust Office of the Trustee is located or, for any final payment of principal, in the relevant place of
 presentation.

  

 8

  

 “ Calculation Agent ”: The meaning specified in Section 7.16 .

  

 “ Cash ”: Such funds denominated in currency of the United States of America as at the time shall be legal tender for payment of all public
 and private debts, including funds standing to the credit of an Account.

  

 “ CCC Collateral Obligation ”: A Collateral Obligation (other than a Defaulted Obligation) with an S&P Rating of “CCC+” or lower.

  

 “ CCC Excess ”: With respect to any date of determination, the excess, if any, of (a) the Aggregate Principal Balance of all CCC Collateral
 Obligations over (b) 20.0% of Total Capitalization as of such date of determination; provided that in determining which of the CCC Collateral Obligations will be included in the CCC Excess, the CCC Collateral Obligations with the lowest Market
 Value expressed as a percentage of par, in the sole judgement of the Investment Manager, will be deemed to constitute such CCC Excess.

  

 “ Certificate of Authentication ”: The meaning specified in Section 2.1 .

  

 “ Certificated Notes ”: The meaning specified in Section 2.2(b)(ii) .

  

 “ Certificated Secured Note ”: The meaning specified in Section 2.2(b)(ii) .

  

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

  

 “ CFTC ”: The U.S. Commodity Futures Trading Commission.

  

 “ Class ”: (a) In the case of the Secured Notes, all of the Secured Notes having the same priority (as a single class); provided that

 a Pari Passu Class shall constitute and vote together as a single Class for all purposes under this Indenture and the other Transaction Documents, except (x) as expressly stated otherwise in such Transaction Document, (y) in the case of any vote with
 respect to any amendment or modification of this Indenture or any other Transaction Document, that directly affects the interest rate on such Class of Notes and (z) in the case of Refinancing and Re-Pricing, each Pari Passu Class will be treated each
 as a separate Class and (b) in the case of the LLC Interests, all of the LLC Interests.

  

 “ Class A Notes ”: The Class A-1 Notes and the Class A-2 Notes, collectively.

  

 “ Class A-1 Notes ”: The Class A-1 Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics
 specified in Section 2.3 .

  

 “ Class A-2 Notes ”: The Class A-2 Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics
 specified in Section 2.3 .

  

 “ Class A/B Coverage Tests ”: The Class A/B Interest Coverage Test and the Class A/B Overcollateralization Ratio Test.

  

 9

  

 “ Class A/B Interest Coverage Test ”: A test that is satisfied as of any Measurement Date or other date of determination on, or subsequent
 to, the Determination Date occurring immediately prior to the first Payment Date following the Closing Date, if (i) the Interest Coverage Ratio for the Class A Notes and the Class B Notes (treated for such purposes as a single class) is at least equal
 to (x) with respect to the Determination Date occurring immediately prior to the first Payment Date following the Closing Date, 100% or (y) on each other Measurement Date or other date of determination, 120.00% or (ii) the Class A Notes and the Class B
 Notes are no longer Outstanding.

  

 “ Class A/B Overcollateralization Ratio Test ”: A test that is satisfied as of any Measurement Date or other date of determination on which
 such test is applicable, if (i) the Overcollateralization Ratio for the Class A Notes and the Class B Notes (treated for such purposes as a single class) on such date is at least equal to 132.86% or (ii) the Class A Notes and the Class B Notes are no
 longer Outstanding.

  

 “ Class B Notes ”: The Class B Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified
 in Section 2.3 .

  

 “ Class C Coverage Tests ”: The Class C Interest Coverage Test and the Class C Overcollateralization Ratio Test.

  

 “ Class C Notes ”: The Class C Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics
 specified in Section 2.3 .

  

 “ Class C Interest Coverage Test ”: A test that is satisfied as of any Measurement Date or other date of determination on, or subsequent to,
 the Determination Date occurring immediately prior to the first Payment Date following the Closing Date, if (i) the Interest Coverage Ratio for the Class C Notes is at least equal to (x) with respect to the Determination Date occurring immediately
 prior to the first Payment Date following the Closing Date, 100% or (y) on each other Measurement Date or other date of determination, 115.0% or (ii) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes are no longer
 Outstanding.

  

 “ Class C Overcollateralization Ratio Test ”: A test that is satisfied as of any Measurement Date or other date of determination on which
 such test is applicable, if (i) the Overcollateralization Ratio for the Class C Notes on such date is at least equal to 125.33% or (ii) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes are no longer Outstanding.

  

 “ Class D Coverage Tests ”: The Class D Interest Coverage Test and the Class D Overcollateralization Ratio Test.

  

 “ Class D Notes ”: The Class D Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics
 specified in Section 2.3 .

  

 “ Class D Interest Coverage Test ”: A test that is satisfied as of any Measurement Date or other date of determination on, or subsequent to,
 the Determination Date occurring immediately prior to the first Payment Date following the Closing Date, if (i) the Interest Coverage Ratio for the Class D Notes is at least equal to (x) with respect to the Determination Date occurring immediately
 prior to the first Payment Date following the Closing Date, 100% or (y) on each other Measurement Date or other date of determination, 110.0% or (ii) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes
 are no longer Outstanding.

  

 10

  

 “ Class D Overcollateralization Ratio Test ”: A test that is satisfied as of any Measurement Date or other date of determination on which
 such test is applicable, if (i) the Overcollateralization Ratio for the Class D Notes on such date is at least equal to 118.98% or (ii) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes are no longer
 Outstanding.

  

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

  

 “ Clearing Corporation ”: (i) Clearstream, (ii) DTC, (iii) Euroclear and (iv) any entity included within the meaning of “clearing
 corporation” under Section 8-102(a)(5) of the UCC.

  

 “ Clearing Corporation Security ”: 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.

  

 “ Clearstream ”: Clearstream Banking, société anonyme , a corporation organized under the laws of the Duchy of Luxembourg (formerly
 known as Cedelbank, société anonyme ).

  

 “ Closing Date ”: May 27, 2026.

  

 “ Closing Date Account ”: The account established pursuant to Section 10.3(c) .

  

 “ Closing Date Par Balance ”: As of any date of determination, the Initial Par Amount, minus the amount of any reduction or
 prepayment in the Aggregate Outstanding Amount of the Notes through the payment of Principal Proceeds or Interest Proceeds (other than the payment of any Deferred Interest).

  

 “ Closing Date Portfolio ”: The portfolio of Collateral Obligations and Eligible Investments on the Closing Date set forth in the Schedule of
 Collateral Obligations.

  

 “ Closing Expense Account ”: The account established pursuant to Section 10.5 .

  

 “ Code ”: The United States Internal Revenue Code of 1986, as amended.

  

 “ Collateral Administration Agreement ”: An agreement dated as of the Closing Date, among the Issuer, the Investment Manager and the
 Collateral Administrator, as amended from time to time in accordance with the terms thereof and of this Indenture.

  

 11

  

 “ Collateral Administrator ”: Computershare Trust Company, N.A., in its capacity as collateral administrator under the Collateral
 Administration Agreement, and any successor thereto.

  

 “ Collateral Interest Amount ”: 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 (including, for any Partial PIK Loan, only the required current cash pay interest expected to be received on the Underlying Instruments thereon and other Interest Proceeds actually received on such Partial
 PIK Loan, and excluding Interest Proceeds expected to be received from Defaulted Obligations but including Interest Proceeds actually received from Defaulted Obligations), in each case during the Collection Period in which such date of determination
 occurs (or after such Collection Period but on or prior to the related Payment Date if such Interest Proceeds would be treated as Interest Proceeds with respect to such Collection Period).

  

 “ Collateral Obligation ”: (1) A Senior Secured Loan, a First Lien Last-Out Loan, a Second Lien Loan or an Unsecured Loan (in each case
 whether originated by or assigned to the Issuer), (2) a Permitted Non-Loan Asset or (3) a Participation Interest therein that is either (x) set forth in the Schedule of Collateral Obligations that, as of the Closing Date, meets each of the following
 criteria or (y) with respect to any Identified Obligations only, is permitted to be acquired pursuant to Section 12.2(f) and at the time the Issuer enters into a binding commitment to acquire or originate the same, meets each of the following criteria:

  

 (i) is denominated and payable in U.S. Dollars (and is not convertible into, or payable in, any other currency) and is governed by the
 law of a state of the United States or the law of an Approved Foreign Jurisdiction where the Obligor is located (other than an Approved Tax Jurisdiction);

  

 (ii) is an obligation of an Obligor organized or incorporated in the United States (or any state thereof) or an Approved Foreign
 Jurisdiction;

  

 (iii) is not a Defaulted Obligation;

  

 (iv) does not have (A) an “f,” “p,” “pi,” “t” or “sf” subscript assigned by S&P or (B) an “sf” subscript assigned by any other
 rating agency;

  

 (v) is not a Credit Risk Obligation, a Bridge Loan, a Synthetic Security, a Zero Coupon Obligation or a Real Estate Loan;

  

 (vi) is not a Structured Finance Obligation, a lease (including a finance lease), a securities lending agreement or chattel paper;

  

 (vii) is not subject to material non-credit related risk (such as the occurrence of a catastrophe), as reasonably determined by the
 Investment Manager;

  

 (viii) (a) is not an Equity Security or a component of an Equity Security, (b) is not by the terms of its Underlying Instrument
 exchangeable or convertible into equity and (c) is not attached with a warrant to purchase Equity Securities;

  

 12

  

 (ix) (a) is not the subject of an Offer or (b) is not called for redemption;

  

 (x) does not constitute Margin Stock;

  

 (xi) has an S&P Rating that is at least “CCC-” (or, if such Collateral Obligation is a DIP Collateral Obligation, was assigned a
 point-in-time rating by S&P in the prior 12 months that was at least “CCC-” immediately prior to such rating being withdrawn);

  

 (xii) (a) provides for the full principal balance to be payable at 100% of par at or prior to its maturity and (b) has a maturity date
 falling no later than the earliest Stated Maturity of the Notes (unless, in the case of clause (b), such obligation is a Loss Mitigation Loan or a Permitted Maturity Obligation);

  

 (xiii) if such Collateral Obligation is a Participation Interest, then such Participation Interest (excluding any Acquired Participation
 Interests) is acquired from (a) a Selling Institution incorporated or organized under the laws of the United States (or any state thereof) or any U.S. branch of a Selling Institution incorporated or organized outside the United States or (b) with
 respect to Collateral Obligations the Obligors of which are organized or incorporated in an Approved Foreign Jurisdiction (other than an Approved Tax Jurisdiction), a Selling Institution organized or incorporated in an Approved Foreign Jurisdiction
 (other than an Approved Tax Jurisdiction), in each case to the extent such Selling Institution satisfies the S&P Counterparty Criteria;

  

 (xiv) provides for payment of interest at least semiannually;

  

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

  

 (xvi) will not cause the Issuer or the pool of Assets to be required to be registered as an investment company under the Investment
 Company Act;

  

 (xvii) is required to pay interest in cash of at least (a) the Benchmark plus 1.00% per annum (or a rate equivalent thereto) if a
 Floating Rate Obligation or (b) 2.00% per annum if a Fixed Rate Obligation;

  

 (xviii) is not a Subordinated Loan;

  

 (xix) the acquisition price (exclusive of the portion thereof attributable to accrued interest) paid by the Issuer therefor is not less
 than 65% of the Principal Balance thereof; provided that 5% of the Closing Date Portfolio may be purchased for an acquisition price exclusive of the portion thereof attributable to accrued interest) between 55% and 65% of the Principal Balance
 thereof;

  

 (xx) is Registered;

  

 (xxi) neither is nor supports a letter of credit;

  

 13

  

 (xxii) does not subject the Issuer to withholding tax (other than withholding taxes with respect to commitment fees, amendment fees,
 waiver fees, consent fees, extension fees and similar fees and withholding taxes that may be payable pursuant to FATCA) unless the relevant Obligor is required to make additional payments to the Issuer so that the net amount received by the Issuer
 after satisfaction of such tax is the full amount the Issuer would have received had such withholding tax not been imposed; and

  

 (xxiii) is not an obligation of a Portfolio Company.

  

 For the avoidance of doubt, Collateral Obligations may include any Loss Mitigation Loan or any Loss Mitigation Qualified Loan designated as a
 Collateral Obligation by the Investment Manager in accordance with the terms specified in the definition of “Loss Mitigation Loan”, and shall constitute a Collateral Obligation (and not a Loss Mitigation Loan or a Loss Mitigation Qualified Loan) only
 following such designation.

  

 “ Collection Account ”: The account established pursuant to Section 10.2 which consists of the Principal Collection Subaccount and
 the Interest Collection Subaccount.

  

 “ Collection Period ”: (i) With respect to the first Payment Date, the period commencing on the Closing Date and ending at the close of
 business on the eighth Business Day prior to the first Payment Date; and (ii) with respect to any other Payment Date, the period commencing on the day immediately following the prior Collection Period and ending (a) in the case of the final Collection
 Period preceding the latest Stated Maturity of any Class of Notes, on the day of such Stated Maturity, (b) in the case of the final Collection Period preceding an Optional Redemption or Tax Redemption in whole of the Notes, on the Redemption Date and
 (c) in any other case, at the close of business on the eighth Business Day prior to such Payment Date.

  

 “ Commitment Shortfall ”: The amount by which:

  

 (a) the aggregate Unfunded Amount exceeds

  

 (b) the sum of (i) amounts on deposit in the Collection Account, including Eligible Investments credited thereto, representing Principal Proceeds
 plus (ii) amounts on deposit in the Revolver Funding Account, including Eligible Investments credited thereto.

  

 “ Commodity Exchange Act ”: The United States Commodity Exchange Act of 1936, as amended.

  

 “ Confidential Information ”: The meaning specified in Section 14.18(b) .

  

 “ Confirmation of Registration ”: The meaning specified in Section 2.2(b)(ii) .

  

 “ Contribution ”: The meaning specified in Section 10.3(f) .

  

 “ Contribution Notice ”: The meaning specified in Section 10.3(f) .

  

 “ Contribution Repayment Amount ”: The meaning specified in Section 10.3(f) .

  

 14

  

 “ Contributor ”: The meaning specified in Section 10.3(f) .

  

 “ Controlling Class ”: The Class A-1 Notes so long as any Class A-1 Notes are Outstanding; then the Class A-2 Notes so long as any Class A-2
 Notes are Outstanding; then the Class B Notes so long as any Class B Notes are Outstanding; then the Class C Notes so long as any Class C Notes are Outstanding; then the Class D Notes so long as any Class D Notes are Outstanding; and then the LLC
 Interests.

  

 “ Controlling Person ”: A Person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets
 of the Issuer or any Person who provides investment advice for a fee (direct or indirect) with respect to such assets or an affiliate of any such Person. For this purpose, an “affiliate” of a person includes any person, directly or indirectly, through
 one or more intermediaries, controlling, controlled by, or under common control with the person. “Control,” with respect to a person other than an individual, means the power to exercise a controlling influence over the management or policies of such
 person.

  

 “ Corporate Trust Office ”: [***]

  

 “ Coverage Tests ”: The Class A/B Coverage Tests, the Class C Coverage Tests and the Class D Coverage Tests.

  

 “ Cov-Lite Loan ”: A Collateral Obligation the Underlying Instruments for which do not (i) contain any financial covenants or (ii) require
 the borrower thereunder to comply with any Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by such Underlying Instruments); provided that other than for purposes of the S&P
 Recovery Rate, a Collateral Obligation shall not constitute a Cov-Lite Loan if the Underlying Instruments contain a cross-default or cross-acceleration provision to, or such Collateral Obligation is pari passu with, another loan of the
 applicable Obligor that contains one or more Maintenance Covenants; provided further that, other than for purposes of the S&P Recovery Rate, for the avoidance of doubt a loan, the Underlying Instruments for which do not (a) contain any
 financial covenants or (b) require the borrower thereunder to comply with any Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by such Underlying Instruments) only (I) until the
 expiration of a certain period of time after the initial issuance of such loan or (II) for so long as there is no funded balance in respect of such loan, in each case as set forth in the related Underlying Instruments, shall be deemed not to be a
 Cov-Lite Loan.

  

 “ CPO ”: A “commodity pool operator” as defined under the Commodity Exchange Act.

  

 15

  

 “ Credit Improved Obligation ”: Any Collateral Obligation that, in the reasonable business judgment of the Investment Manager, has
 significantly improved in credit quality after it was acquired by the Issuer.

  

 “ Credit Risk Obligation ”: A Collateral Obligation that is not a Defaulted Obligation but which has, in the Investment Manager’s reasonable
 business judgment applying the Standard of Care, a significant risk of declining in credit quality and, with the lapse of time, becoming a Defaulted Obligation.

  

 “ CTA ”: A “commodity trading adviser” as defined under the Commodity Exchange Act.

  

 “ Cumulative Deferred Investment Management Fee ”: The Cumulative Deferred Senior Investment Management Fee and the Cumulative Deferred
 Subordinated Investment Management Fee.

  

 “ Cumulative Deferred Senior Investment Management Fee ”: The meaning specified in the Investment Management Agreement.

  

 “ Cumulative Deferred Subordinated Investment Management Fee ”: The meaning specified in the Investment Management Agreement.

  

 “ Current Deferred Investment Management Fee ”: The Current Deferred Senior Investment Management Fee and the Current Deferred Subordinated
 Investment Management Fee.

  

 “ Current Deferred Senior Investment Management Fee ”: The meaning specified in the Investment Management Agreement.

  

 “ Current Deferred Subordinated Investment Management Fee ”: The meaning specified in the Investment Management Agreement.

  

 “ Current Pay Obligation ”: A Collateral Obligation (other than a DIP Collateral Obligation) that would otherwise be a Defaulted Obligation
 as to which (i) (x) no default has occurred and is continuing with respect to the payment of interest and any contractual principal (if any) and (y) the Issuer or the Investment Manager reasonably expects that the remaining scheduled interest and
 principal payments due will be paid in Cash, (ii) the Market Value (which is not determined pursuant to clause (d) or (e) of the definition thereof) of such Collateral Obligation is at least 80% of par and (iii) if the Obligor of such Collateral
 Obligation is the subject of a bankruptcy, insolvency, receivership or other analogous proceeding, (a) the bankruptcy court or other authorized official has authorized the payment of adequate protection in an amount at least equal to the cash interest
 payments, principal payments and other amounts due that would otherwise be due and payable on such Collateral Obligation at the non-default rate payable thereunder and (b) all court authorized payments that are due and payable have been paid; provided
 that to the extent that more than 10% of the Total Capitalization would otherwise constitute Current Pay Obligations, such excess over 10% shall be deemed not to constitute Current Pay Obligations (and shall therefore constitute Defaulted Obligations);
 provided , further , that (i) in determining which of the Collateral Obligations will be included in such excess, the Collateral Obligations with the lowest Market Value expressed as a percentage will be deemed to constitute such excess
 and (ii) each such Collateral Obligation included in such excess will be treated as a Defaulted Obligation for all purposes until such time as the Aggregate Principal Balance of Collateral Obligations that would otherwise be Current Pay Obligations,
 including such Defaulted Obligations, would not exceed, on a pro forma basis 10% of the Total Capitalization. Notwithstanding the foregoing, for all purposes other than the definition of “S&P Rating”, any Collateral Obligation that would otherwise
 constitute a Defaulted Obligation solely due to the assignment (or withdrawal) of a rating by Moody’s (or other designation pursuant to the definition of Defaulted Obligation) shall for all purposes be considered a Current Pay Obligation.

  

 16

  

 “ Current Portfolio ”: At any time, the portfolio of Collateral Obligations and Eligible Investments, representing Principal Proceeds
 (determined in accordance with Section 1.3 to the extent applicable), then held by the Issuer.

  

 “ Custodial Account ”: The custodial account established pursuant to Section 10.3(b) .

  

 “ Custodian ”: The meaning specified in the first sentence of Section 3.2(a) with respect to items of collateral referred to therein,
 and each entity with which an Account is maintained, as the context may require, each of which shall be a Securities Intermediary.

  

 “ Daisy Chain Letter ”: A certificate substantially in the form specified in Exhibit B-8 .

  

 “ Deemed Rated Obligation ”: Any Collateral Obligation which does not have a publicly monitored S&P Rating and pending receipt of a
 credit estimate is deemed to have an S&P Rating (i) as determined by the Investment Manager or (ii) of “CCC-”, in each case pursuant to the procedures set forth in clause (iii)(b) of the definition of the term “S&P Rating”.

  

 “ Default ”: Any Event of Default or any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

  

 “ Defaulted Interest ”: Any interest due and payable in respect of any Class A-1 Notes, Class A-2 Notes or Class B Notes or, if no Class A-1
 Notes, Class A-2 Notes or Class B Notes are Outstanding, in respect of the Controlling Class, which was not punctually paid on the applicable Payment Date or at its Stated Maturity and remains unpaid.

  

 “ Defaulted Obligation ”: Any Collateral Obligation, as to which:

  

 (a)
 a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Obligation (other than, for the avoidance of doubt, any such default that is the subject of a
 forbearance or waiver), after the passage of five Business Days or seven calendar days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto;

  

 (b)
 the Issuer or the Investment Manager has received written notice or a senior Authorized Officer of the Issuer or the Investment Manager has actual knowledge that a default as to the payment of principal and/or
 interest has occurred and is continuing on another debt obligation of the same Obligor that is senior or pari passu in right of payment to such Collateral Obligation (in each case, after passage of five Business Days or seven calendar
 days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto; provided that both the Collateral Obligation and such other debt obligation are full recourse obligations of the applicable Obligor);

  

 17

  

 (c)
 except in the case of a DIP Collateral Obligation, the Obligor in respect of such Collateral Obligation has, or others have, instituted proceedings to have such Obligor adjudicated as bankrupt or insolvent or placed
 into receivership and such proceedings have not been stayed or dismissed for a period of 60 consecutive days, or such Obligor has filed for protection under Chapter 11 of the Bankruptcy Code;

  

 (d)
 such Collateral Obligation has an S&P Rating of “CC”, “C”, “D” or “SD”, or had such a rating before such rating was withdrawn;

  

 (e)
 the Issuer or the Investment Manager has received notice or a senior Authorized Officer of the Issuer or the Investment Manager has actual knowledge that an Applicable Obligation has an S&P Rating of “CC”, “C”,
 “D” or “SD”, or had such rating before such rating was withdrawn;

  

 (f)
 a default with respect to which the Issuer or the Investment Manager has received written notice, or a senior Authorized Officer of the Issuer or the Investment Manager has actual knowledge, that a default has
 occurred under the Underlying Instruments and any applicable grace period has expired and the holders of such Collateral Obligation have accelerated the repayment of the Collateral Obligation (but only until such acceleration has been rescinded)
 in the manner provided in the Underlying Instruments;

  

 (g)
 such Collateral Obligation is a Participation Interest (until it is elevated or converted to an assigned loan) with respect to which the related Selling Institution has defaulted in any material respect in the
 performance of any of its payment obligations under the Participation Interest;

  

 (h)
 such Collateral Obligation is a Participation Interest (until it is elevated or converted to an assigned loan) in a loan that would, if such loan were a Collateral Obligation, constitute a “Defaulted Obligation”
 (other than under this clause (h)) or with respect to which the Selling Institution has an S&P Rating of “CC”, “C”, “D” or “SD” or had such rating before such rating was withdrawn; or

  

 (i)
 the Investment Manager has in accordance with the Standard of Care otherwise declared such Collateral Obligation to be a “Defaulted Obligation”;

  

 provided that (1) Current Pay Obligations up to 10% of Total Capitalization shall not be Defaulted Obligations and (2) a Collateral
 Obligation that has become a Defaulted Obligation shall no longer constitute a Defaulted Obligation upon the subsequent occurrence of each of the following conditions: (x) the Obligor in respect of such Defaulted Obligation is current on all payments
 that are due and payable in respect of such Defaulted Obligation for a period of six consecutive months, (y) such Defaulted Obligation would qualify as a Collateral Obligation (disregarding for this purpose clause (iii) of the definition of “Collateral
 Obligation”) (and, for the avoidance of doubt, no longer falls within any of the foregoing clauses (a) – (i) at such time) and (z) the Issuer has obtained an updated S&P Rating for such Defaulted Obligation of “CCC” or higher. The identity of each
 Defaulted Obligation will be included in each Monthly Report (with prior written notice from the Investment Manager to the Trustee and the Collateral Administrator of any Collateral Obligation becoming a Defaulted Obligation).

  

 18

  

 “ Deferred Interest ”: With respect to the Class C Notes and the Class D Notes, the meaning specified in Section 2.7(a) .

  

 “ Delayed Drawdown Collateral Obligation ”: A Collateral Obligation that (a) requires the Issuer to make one or more future advances to the
 borrower under the Underlying Instruments relating thereto, (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 borrower thereunder;
 but any such Collateral Obligation will be a Delayed Drawdown Collateral Obligation only until all commitments by the Issuer to make advances to the borrower expire or are terminated or are reduced to zero.

  

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

  

 (i)
 in the case of each Certificated Security (other than a Clearing Corporation Security), Instrument and Participation Interest in which the underlying loan is represented by an Instrument,

  

 (a)
 causing the delivery of such Certificated Security or Instrument to the Custodian by registering the same in the name of the Custodian or its affiliated nominee or by endorsing the same to the Custodian or in blank;

  

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

  

 (c)
 causing the Custodian to maintain continuous possession of such Certificated Security or Instrument;

  

 (ii)
 in the case of each Uncertificated Security (other than a Clearing Corporation Security),

  

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

  

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

  

 19

  

 (iii)
 in the case of each Clearing Corporation Security,

  

 (a)
 causing the relevant Clearing Corporation to credit such Clearing Corporation Security to the securities account of the Custodian, and

  

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

  

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

  

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

  

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

  

 (v)
 in the case of each Security Entitlement not governed by clauses (i) through (iv) above,

  

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

  

 (b)
 causing such Securities Intermediary to make entries on its books and records continuously identifying such Security Entitlement as belonging to the Custodian and continuously indicating on its books and records that
 such Security Entitlement is credited to the Custodian’s securities account, and

  

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

  

 (vi)
 in the case of Cash or Money,

  

 (a)
 causing the delivery of such Cash or Money to the Trustee for credit to the applicable Account or to the Custodian,

  

 20

  

 (b)
 if delivered to the Custodian, causing the Custodian to treat such Cash or Money as a Financial Asset maintained by such Custodian for credit to the applicable Account in accordance with the provisions of Article 8
 of the UCC or causing the Custodian to deposit such Cash or Money to a deposit account over which the Custodian has control (within the meaning of Section 9-104 of the UCC), and

  

 (c)
 causing the Custodian to indicate continuously on its books and records that such Cash or Money is credited to the applicable Account; and

  

 (vii)
 in the case of each general intangible (including any Participation Interest which is not represented by an Instrument), causing the filing of a Financing Statement in the appropriate filing office in accordance with
 the Uniform Commercial Code as in effect in any relevant jurisdiction.

  

 In addition, the Investment Manager on behalf of the Issuer will obtain any and all consents required by the Underlying Instruments relating to
 any 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 ”: The last day of each Collection Period.

  

 “ Designated Principal Proceeds Date ”: Any date on which the Investment Manager designates an amount remaining in the Principal Collection
 Subaccount to be deposited into the Interest Collection Subaccount as Interest Proceeds or distributed to the Holder of the LLC Interests as described in Section 10.2 .

  

 “ Designated Unused Proceeds Date ”: Any date on which the Investment Manager designates an amount remaining in the Closing Date Account to
 be deposited into the Interest Collection Subaccount as Interest Proceeds or distributed to the Holder of the LLC Interests as described in Section 10.3(c).

  

 “ DIP Collateral Obligation ”: A loan made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Law or other applicable
 bankruptcy law having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Law (or such other applicable bankruptcy law) and fully secured by senior liens; provided that, any loan or financing facility made to a
 debtor-in-possession pursuant to any bankruptcy law (other than the U.S. Bankruptcy Code) must be affirmed under Chapter 15 of the U.S. Bankruptcy Code to constitute a DIP Collateral Obligation. Notwithstanding the foregoing, such loan will not be
 deemed to be a DIP Collateral Obligation following the emergence of the related debtor-in-possession from bankruptcy protection under Chapter 11 of the Bankruptcy Law.

  

 “ Direct Tax Owner ”: A Holder or beneficial owner (including a holder of any financial instrument described in Treasury Regulations Section
 1.7704-1(a)(2)(i)(B)) of LLC Interests or Tax Restricted Secured Notes for U.S. federal income tax purposes that (x) is not and will not be treated as a Flowthrough Entity or (y) is a Flowthrough Entity, if no principal purpose of the use of the
 Flowthrough Entity is to permit the Issuer to satisfy the 100 partner limitation in Treasury Regulations Section 1.7704-1(h)(1)(ii) and less than 40% of the value of any other Person’s interest in such beneficial owner is or will be attributable to the
 LLC Interests and Tax Restricted Secured Notes. For the avoidance of doubt, the Sole Equity Owner is the only Holder (and the only beneficial owner) of the LLC Interests and it is required to be a Direct Tax Owner.

  

 21

  

 “ Discount Obligation ”: Any Collateral Obligation that the Investment Manager determines:

  

 (i)
 in the case of a Collateral Obligation that is a Senior Secured Loan, is acquired by the Issuer for a purchase price that is lower than 80% of the Principal Balance of such Collateral Obligation (or, if such interest
 has a S&P Rating below “B-” such interest is acquired by the Issuer for a purchase price of less than 85% of its Principal Balance); provided that, such Collateral Obligation shall cease to be a Discount Obligation at such time as the
 Market Value (expressed as a percentage of par) of such Collateral Obligation, as determined for any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation, equals or exceeds 90% of the Principal Balance
 of such Collateral Obligation; or

  

 (ii)
 in the case of any other Collateral Obligation, is acquired by the Issuer for a purchase price of lower than 75% of the Principal Balance of such Collateral Obligation (or, if such interest has a S&P Rating below
 “B-” such interest is acquired by the Issuer for a purchase price of less than 80% of its Principal Balance); provided that, such Collateral Obligation shall cease to be a Discount Obligation at such time as the Market Value (expressed as
 a percentage of par) of such Collateral Obligation, as determined for any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation, equals or exceeds 85% of the Principal Balance of such Collateral
 Obligation;

  

 provided that, if such interest is a Revolving Collateral Obligation, and there exists an outstanding non-revolving loan to its Obligor
 ranking pari passu with such Revolving Collateral Obligation and secured by substantially the same collateral as such Revolving Collateral Obligation (a “ Related Term Loan ”), in determining whether such Revolving Collateral Obligation is
 and continues to be a Discount Obligation, the price of the Related Term Loan, and not of the Revolving Collateral Obligation, shall be referenced.

  

 “ Distribution ”: Any payment of principal or interest or any dividend or premium payment made on, or any other distribution in respect of, a
 Collateral Obligation or other Asset.

  

 “ Distribution Report ”: The meaning specified in Section 10.8(b) .

  

 “ Dollar ” or “ U.S.$ ”: A dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall
 be legal tender for all debts, public and private.

  

 “ Domicile ” or “ Domiciled ”: With respect to any issuer of, or Obligor with respect to, a Collateral Obligation: (a) except as
 provided in clause (b) or (c) below, its country of organization; (b) if it is organized in an Approved Tax Jurisdiction, each of such jurisdiction and the country in which, in the Investment Manager’s good faith estimate, a substantial portion of its
 operations are located or from which a substantial portion of its revenue is derived, in each case directly or through subsidiaries (which shall be any jurisdiction and country known at the time of designation by the Investment Manager to be the source
 of the majority of revenues, if any, of such issuer or Obligor); or (c) if its payment obligations in respect of such Collateral Obligation are guaranteed by a person or entity that is organized in the United States or Canada, then the United States or
 Canada.

  

 22

  

 “ Drop Down Asset ”: Any obligation issued or incurred by an Unrestricted Subsidiary secured by collateral that was transferred from an
 Obligor of any Collateral Obligation held by the Issuer (the “ Subject Asset ”) in connection with any bankruptcy, workout or restructuring of such Collateral Obligation. For the avoidance of doubt, the receipt of any Drop Down Asset shall be
 subject to the terms of this Indenture, including the requirement that any such asset shall be required to qualify as a Collateral Obligation, Loss Mitigation Loan, Loss Mitigation Qualified Loan, Specified Equity Security or Uptier Priming Debt, as
 applicable.

  

 “ DTC ”: The Depository Trust Company, its nominees, and their respective successors.

  

 “ Due Date ”: Each date on which a Distribution is due on a Collateral Obligation or other Asset, each in accordance with its terms.

  

 “ EBITDA ”: As of any date of determination, earnings before interest, taxes, depreciation and amortization (determined, for any Collateral
 Obligation, in the manner provided in the Underlying Instruments) during the previous twelve months.

  

 “ Eligible Cov-Lite Loan ”: A Collateral Obligation that (i) is a Cov-Lite Loan and (ii) is a Senior Secured Loan.

  

 “ Eligible Investment Required Ratings ”: A rating of “A-1” or better (or, in the absence of a short-term credit rating, “AA-” or better)
 from S&P.

  

 “ Eligible Investments ”: Either (a) cash or (b) any Dollar investment that, at the time it is Delivered (directly or through an intermediary
 or bailee), is one or more of the following obligations or securities:

  

 (i)
 direct Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality
 of the United States of America the obligations of which are expressly backed by the full faith and credit of the United States of America and which satisfy the Eligible Investment Required Ratings;

  

 (ii)
 demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances payable within 183 days of issuance by, or federal funds sold by any depository institution or trust company
 incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as the commercial paper and/or the debt obligations of such
 depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual
 commitment providing for such investment have the Eligible Investment Required Ratings;

  

 23

  

 (iii)
 commercial paper (excluding extendible commercial paper or asset backed commercial paper) which satisfies the Eligible Investment Required Ratings;

  

 (iv)
 money market funds which have, at all times, credit ratings of “AAAm” by S&P and the highest credit rating assigned by another NRSRO (excluding S&P); and

  

 (v)
 Cash;

  

 provided that (1) Eligible Investments purchased with funds in any Account shall be held until maturity except as otherwise specifically
 provided herein and shall include only such obligations or securities, other than those referred to in clause (iv) above, as mature (or are putable at par to the issuer thereof) no later than the earlier of (x) 60 days after the date of acquisition
 thereof or (y) the Business Day prior to the next Payment Date unless such Eligible Investments are issued by the Trustee or the Bank in its capacity as a banking institution, in which event such Eligible Investments may mature on such Payment Date;
 and (2) none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an “f,” “r,” “p,” “pi,” “q,” “sf” or “t” subscript assigned by S&P, (b) all, or substantially all, of the remaining
 amounts payable thereunder consist of interest and not principal payments, (c) such obligation or security is secured by real property, (d) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof,
 (e) such obligation or security is the subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action, (f) in the Investment Manager’s judgment, such obligation or security is subject to material non-credit related
 risks, (g) such obligation is a Structured Finance Obligation, (h) payments with respect to such obligations or securities or proceeds of disposition are subject to withholding taxes by any jurisdiction unless the payor is required to make “gross-up”
 payments that cover the full amount of any such withholding tax on an after-tax basis, or (i) such obligation or security is represented by a certificate of interest in a grantor trust. Eligible Investments may include, without limitation, those
 investments issued by or made with the Bank or any Affiliate or for which the Bank or the Trustee or an Affiliate of the Bank or the Trustee provides services and receives compensation. The Trustee shall have no duty to determine whether an investment
 is an Eligible Investment.

  

 “ Enforcement Event ”: The meaning specified in Section 11.1(a)(iii) .

  

 “ EOD Overcollateralization Ratio ”: As of any Measurement Date or other date of determination, the percentage derived from:

  

 (a)
 the sum of (i) the Aggregate Principal Balance of all Collateral Obligations (excluding Defaulted Obligations), including, for the avoidance of doubt, any undrawn commitments that have not been irrevocably reduced or
 withdrawn with respect to Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations, plus (ii) without duplication, the amounts on deposit in any Account (including Eligible Investments therein but excluding amounts on
 deposit in the Revolver Funding Account to the extent of the unfunded funding obligations under all Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations included in the Assets on such date) representing Principal Proceeds
 plus (iii) any unpaid Principal Financed Accrued Interest (other than in respect of Defaulted Obligations) plus (iv) with respect to each Defaulted Obligation, the Market Value thereof; divided by

  

 24

  

 (b)
 the Aggregate Outstanding Amount on such date of the Class A-1 Notes.

  

 “ Equity Security ”: Any security (including any Specified Equity Security, but excluding any Loss Mitigation Loan) that by its terms does
 not provide for periodic payments of interest at a stated coupon rate and repayment of principal at a stated maturity and any other security that is not eligible for purchase by the Issuer as a Collateral Obligation and is not an Eligible Investment;
 it being understood that Equity Securities (other than Specified Equity Securities) may not be purchased by the Issuer but may be received by the Issuer in exchange for a Collateral Obligation or a portion thereof in connection with an insolvency,
 bankruptcy, reorganization, debt restructuring or workout of the issuer thereof.

  

 “ ERISA ”: The United States Employee Retirement Income Security Act of 1974, as amended.

  

 “ EU Transparency and Reporting Requirements ”: The transparency requirements under Article 7 of the EU Securitisation Regulation, including
 Commission Implementing Regulation (EU) 2020/1225 and Commission Delegated Regulation (EU) 2020/1224 and any relevant guidance and policy statements relating to the application of such Regulations published by the European Banking Authority, the
 European Securities and Markets Authority, the European Insurance and Occupational Pensions Authority (or any of their successors) or by the European Commission, as may be amended, varied or substituted from time to time.

  

 “ EU/UK Retention Holder ”: BlackRock DLF-C 2026, LLC, in its capacity as retention holder for purposes of satisfying the retention
 requirement under the Risk Retention Letter.

  

 “ EU/UK Risk Retention Requirements ”: Article 6 of the EU Securitisation Regulation and SECN 5.

  

 “ EU/UK Securitisation Regulations/Rules ”: (i) Regulation (EU) 2017/2402 (as amended, varied or substituted from time to time, the “ EU
 Securitisation Regulation ”) and (ii) the SECN, the PRA Securitisation Rules, the SR 2024 and the relevant provision of the FSMA (as amended, varied or substituted from time to time, the “ UK Securitisation Framework ”).

  

 “ Euroclear ”: Euroclear Bank S.A./N.V.

  

 “ Event of Default ”: The meaning specified in Section 5.1 .

  

 “ Excess CCC Adjustment Amount ”: As of any date of determination, an amount equal to the excess, if any, of:

  

 (a)
 the Aggregate Principal Balance of all Collateral Obligations included in the CCC Excess; over

  

 25

  

 (b)
 the sum of the Market Values of all Collateral Obligations included in the CCC Excess.

  

 “ Excess Par Amount ”: The amount, as of any date of determination, equal to the greater of (a) zero and (b)(i) the Total Capitalization less

 (ii) the Closing Date Par Balance.

  

 “ Excess Par Condition ”: A condition satisfied as of any date of determination and after giving effect to the designation of the related
 Designated Unused Proceeds or Designated Principal Proceeds on such date, if the sum of (i) the Aggregate Principal Balance of the Collateral Obligations that the Issuer has purchased, or entered into binding commitments to purchase, plus (ii)
 Eligible Investments constituting Principal Proceeds (other than Principal Proceeds in the Principal Collection Subaccount that have been or will be designated as Designated Principal Proceeds or Designated Unused Proceeds on or prior to the second
 Determination Date following the Closing Date), plus (iii) (without duplication of Collateral Obligations in respect of which the Issuer has entered into a binding commitment to purchase but which have not yet settled) the principal amount of
 Sale Proceeds on deposit in the Collection Account, plus (iv) any unpaid Principal Financed Accrued Interest (other than in respect of Defaulted Obligations), will equal or exceed the Initial Par Amount; provided , that for this purpose
 the Principal Balance of any Defaulted Obligation and each Acquired Participation Interest not elevated to an assignment on and after the day that is 120 days following the Closing Date will be equal to the S&P Collateral Value.

  

 “ Exchange ”: The meaning specified in Section 2.12(f)(i).

  

 “ Exchange Act ”: The United States Securities Exchange Act of 1934, as amended.

  

 “ Exposure Amount ”: With respect to any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, the excess, if any, of
 (i) the maximum funding commitment of the Issuer over (ii) the outstanding principal balance of such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation. For the avoidance of doubt, Exposure Amounts in respect of a Defaulted
 Obligation shall be included in the calculation of the Exposure Amount only if the Issuer is at such time obligated to honor a request by the Obligor under such Defaulted Obligation to fund the Exposure Amount of such Defaulted Obligation.

  

 “ Fallback Rate ”: As determined by the Investment Manager in its commercially reasonable discretion, the sum of (a) the Benchmark
 Replacement Adjustment and (b) the first alternative set forth in the order below that can be determined by the Investment Manager:

  

 (1)
 the quarterly pay reference rate recognized or acknowledged as being the industry standard replacement rate for leveraged loans (which recognition may be in the form of a press release, a member announcement, member
 advice, letter, protocol, publication of standard terms or otherwise) by the Loan Syndications and Trading Association® or the Relevant Governmental Body;

  

 (2)
 the quarterly pay reference rate that is used in calculating the interest rate of the largest percentage of Floating Rate Obligations (by par amount) included in the Assets;

  

 26

  

 (3)
 the quarterly pay reference rate that is used in calculating the interest rate of at least 50% of floating rate securities being issued in collateralized loan obligation transactions that have priced in preceding
 three months; and

  

 (4)
 the alternate rate of interest that has been selected by the Investment Manager, with written notice to the Issuer, the Collateral Administrator and the Trustee (who shall promptly forward such notice to the
 Noteholders within one Business Day), as the replacement for the then-current Benchmark for the Index Maturity giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar
 denominated securitizations at such time.

  

 All such determinations made by the Investment Manager as described above shall be conclusive and binding, and, absent manifest error, may be made
 in the sole determination of the Investment Manager (without liability), and shall become effective without consent from any other party and the Trustee, the Collateral Administrator and the Calculation Agent may conclusively rely on such
 determination.

  

 “ FATCA ”: Sections 1471 through 1474 of the Code and the Treasury Regulations (and any notices, guidance or official pronouncements)
 promulgated thereunder, any agreement entered into pursuant thereto, any intergovernmental agreement entered into in connection therewith, and any U.S. or non-U.S. legislation, rules, practices or guidance notes implementing an intergovernmental
 agreement or approach thereto.

  

 “ Federal Reserve Board ”: The Board of Governors of the Federal Reserve System.

  

 “ Fee Basis Amount ”: At any time, the sum of (a) the Aggregate Principal Balance of all Collateral Obligations (excluding any Defaulted
 Obligations), plus (b) the aggregate of (i) the S&P Recovery Rate of each Defaulted Obligation forming part of the Assets at such time multiplied by (ii) the principal balance thereof at such time, plus (c) the amount of all
 cash and Eligible Investments in the Collection Account and in the Revolver Funding Account (but excluding amounts on deposit in the Revolver Funding Account to the extent of the unfunded funding obligations under all Revolving Collateral Obligations
 and Delayed Drawdown Collateral Obligations included in the Assets on such date), in each case, constituting Principal Proceeds, plus (d) unpaid Principal Financed Accrued Interest with respect to any of the Initial Collateral Obligations.

  

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

  

 “ Financing Statements ”: The meaning specified in Section 9-102(a)(39) of the UCC.

  

 “ First Lien Last-Out Loan ”: A Loan that would be a Senior Secured Loan but for the fact that, in the case of an event of default under the
 applicable Underlying Instrument, the lenders thereunder will be paid after one or more tranches of first lien loans (inclusive of any revolving loan commitments) funded under such Underlying Instrument (for which purposes an Obligor’s obligations in
 respect of its trade claims, accounts receivables, inventory, capitalized leases or similar obligations shall be deemed not to constitute such first lien loans) issued by the same Obligor have been paid in full in accordance with a specified waterfall
 of payments. For purposes of this Indenture, a First Lien Last-Out Loan shall not constitute a Senior Secured Loan.

  

 27

  

 “ First Look Right ”: The meaning specified in Section 5.19 .

  

 “ Fixed Rate Notes ”: Any Class of Notes that bears a fixed rate of interest.

  

 “ Fixed Rate Obligation ”: Any Collateral Obligation that bears a fixed rate of interest.

  

 “ Floating Rate Notes ”: Any Class of Notes that accrues interest at a floating rate of interest, which on the Closing Date shall be the
 Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes.

  

 “ Floating Rate Obligation ”: Any Collateral Obligation that bears a floating rate of interest.

  

 “ Flowthrough Entity ”: A partnership, grantor trust or S corporation for U.S. federal income tax purposes.

  

 “ GAAP ”: The meaning specified in Section 6.3(j) .

  

 “ Global Note ”: Any Global Secured Note.

  

 “ Global Rating Agency Condition ”: With respect to any action taken or to be taken, the satisfaction of the S&P Rating Agency Condition;
 provided that such Global Rating Agency Condition shall be deemed inapplicable with respect to such action if (i) the applicable Rating Agency has made a public statement to the effect that it will no longer review events or circumstances of the
 type requiring satisfaction of the Global Rating Agency Condition for purposes of evaluating whether to confirm the then-current ratings (or initial ratings) of obligations rated by such Rating Agency or (ii) the applicable Rating Agency has
 communicated to the Issuer, the Investment Manager or the Trustee (or their counsel) that it will not review such event or circumstance for purposes of evaluating whether to confirm the then-current ratings (or initial ratings) of the Secured Notes.

  

 “ Global Secured Note ”: Any Regulation S Global Secured Note, Temporary Regulation S Global Secured Note or Rule 144A Global Secured Note.

  

 “ Grant ” or “ Granted ”: To grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in
 and right of setoff against, deposit, set over and confirm. A Grant of the Assets, or of any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including, the immediate
 continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of the Assets, and all other Monies payable thereunder, to give and receive notices and other communications, to make waivers or other
 agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect
 thereto.

  

 28

  

 “ Hedge Agreement ”: Any interest rate swap, floor and/or cap agreements, including without limitation one or more interest rate basis swap
 agreements, between the Issuer and any Hedge Counterparty, as amended from time to time, and any replacement agreement entered into in accordance with this Indenture.

  

 “ Hedge Counterparty ”: Any one or more institutions entering into or guaranteeing a Hedge Agreement with the Issuer that either satisfies
 the Required Hedge Counterparty Rating or with respect to which the Global Rating Agency Condition has been satisfied and that has entered into a Hedge Agreement with the Issuer, including any permitted assignee or successor under the Hedge Agreements.

  

 “ Highest Ranking Class ”: The Class A-2 Notes, or, if the Class A-2 Notes are no longer Outstanding, the Class of Outstanding Notes that is
 most senior in right of payment of principal in the Note Payment Sequence.

  

 “ Hedge Counterparty Collateral Account ”: The account established pursuant to Section 10.3(d) .

  

 “ Holder ” or “ holder ”: With respect to any Notes , the Person whose name appears in the
 Notes Register as the registered holder of such Notes ; except where the context otherwise requires, “Holder” or “holder” will include the beneficial owner of such security. References to the Holder of the
 LLC Interests shall be construed as referring to the Sole Equity Owner.

  

 “ Holder Purchase Request ”: The meaning specified in Section 9.7.

  

 “ Identified Obligation ”: The meaning specified in Section 12.2(f).

  

 “ Incurrence Covenant ”: A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant
 relating to a borrowing base, asset valuation or similar asset-based requirement) only upon the occurrence of certain actions of the borrower, including a debt issuance, drawing a revolver, dividend payment, share purchase, merger, acquisition or
 divestiture.

  

 “ Indenture ”: This instrument as originally executed and, if from time to time supplemented or amended by one or more indentures
 supplemental hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended.

  

 “ Independent ”: As to any Person, any other Person (including, in the case of an accountant or lawyer, a firm of accountants or lawyers, and
 any member thereof, or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of such Person, and (ii) is not
 connected with such Person as an Officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions. “Independent” when used with respect to any accountant may include an accountant who audits the books
 of such Person if in addition to satisfying the criteria set forth above the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public
 Accountants. For purposes of this definition, no manager or director of any Person will fail to be Independent solely because such Person acts as an independent manager or independent director thereof or of any such Person’s affiliates. With respect to
 the Issuer, the Investment Manager or Affiliates of the Investment Manager, funds or accounts managed by the Investment Manager or Affiliates of the Investment Manager shall not be Independent of the Issuer, the Investment Manager or Affiliates of the
 Investment Manager.

  

 29

  

 Whenever any Independent Person’s opinion or certificate is to be furnished to the Trustee, such opinion or certificate shall state that the
 signer has read this definition and that the signer is Independent within the meaning hereof.

  

 Any pricing service, certified public accountant or legal counsel that is required to be Independent of another Person under this Indenture must
 satisfy the criteria above with respect to the Issuer, the Investment Manager and their Affiliates.

  

 “ Index Maturity ”: A term of three months; provided that, with respect to the first Interest Accrual Period after the Closing Date,
 the Benchmark will be determined by interpolating linearly between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available. All interpolated rates shall be
 rounded to five decimal places.

  

 “ Information ”: S&P’s “Credit FAQ: Anatomy Of A Credit Estimate: What It Means And How We Do It” dated January 14, 2021 (as the same may
 be amended or updated from time to time) and any other available information S&P reasonably requests in order to produce a credit estimate for a particular asset.

  

 “ Information Agent ”: The meaning specified in Section 14.17(a) .

  

 “ Initial Collateral Obligations ”: The portfolio of Collateral Obligations held (on a trade date basis) by the Issuer on the Closing Date.

  

 “ Initial Par Amount ”: U.S.$541,172,383.00.

  

 “ Initial Rating ”: With respect to the Secured Notes, the rating indicated in Section 2.3 .

  

 “ Institutional Accredited Investor ”: An Accredited Investor under clauses (1), (2), (3), (7), (8) or (9) of Rule 501(a) under the
 Securities Act.

  

 “ Instrument ”: The meaning specified in Section 9-102(a)(47) of the UCC.

  

 “ Interest Accrual Period ”: (i) With respect to the initial Payment Date, the period from and including the Closing Date to but excluding
 such Payment Date; and (ii) with respect to each succeeding Payment Date, the period from and including the immediately preceding Payment Date to but excluding the following Payment Date until the principal of the Secured Notes is paid or made
 available for payment.

  

 “ Interest Collection Subaccount ”: The meaning specified in Section 10.2(a) .

  

 30

  

 “ Interest Coverage Ratio ”: For any designated Class or Classes of Secured Notes, as of any Measurement Date or other date of determination,
 the percentage derived from the following equation: (A – B) / C, where:

  

 A = The Collateral Interest Amount as of such Measurement Date or other date of determination;

  

 B = Amounts payable (or expected as of the Measurement Date or other date of determination to be payable) on the following Payment Date as set forth in
 clauses (A), (B) and (C) in Section 11.1(a)(i) ; and

  

 C = Interest due and payable on the Secured Notes of such Class or Classes and each Class of Secured Notes that rank senior to or pari passu with
 such Class or Classes (excluding Deferred Interest but including any interest on Deferred Interest with respect to the Class C Notes and the Class D Notes, as applicable) on such Payment Date.

  

 “ Interest Coverage Test ”: Each of the Class A/B Interest Coverage Test, the Class C Interest Coverage Test and the Class D Interest
 Coverage Test.

  

 “ Interest Deposit Restriction ”: The meaning specified in Section 10.2.

  

 “ Interest Determination Date ”: The second U.S. Government Securities Business Day preceding the first day of each Interest Accrual Period.

  

 “ Interest Proceeds ”: With respect to any Collection Period or Determination Date, without duplication, the sum of:

  

 (i)
 all payments of interest and delayed compensation (representing compensation for delayed settlement) received in Cash by the Issuer during the related Collection Period on the Collateral Obligations and Eligible
 Investments, including the accrued interest received in connection with a sale thereof during the related Collection Period, less any such amount that represents Principal Financed Accrued Interest;

  

 (ii)
 all principal and interest payments received by the Issuer during the related Collection Period on Eligible Investments purchased with Interest Proceeds;

  

 (iii)
 all upfront fees, anniversary fees, redemption fees, collateral monitoring fees, success fees, termination fees, late payment fees, ticking fees received by the Issuer during the related Collection Period, except for
 (A) those in connection with (1) the reduction of the par amount of the related Collateral Obligation or (2) the reduction of the interest rate of the related Collateral Obligation and (B) origination fees or amounts payable in respect of
 original issue discount of the related Collateral Obligation, in each case, as determined by the Investment Manager with notice to the Trustee and the Collateral Administrator;

  

 (iv)
 commitment fees and other similar fees received by the Issuer during such Collection Period;

  

 31

  

 (v)
 any Contributions made to the Issuer which are designated as Interest Proceeds as permitted by Section 10.3(f);

  

 (vi)
 any payment received with respect to any Hedge Agreement other than (a) an upfront payment received upon entering into such Hedge Agreement or (b) a payment received as a result of the termination of any Hedge
 Agreement (net of any amounts due and payable by the Issuer to the related Hedge Counterparty in connection with such termination) to the extent not used by the Issuer to enter into a new or replacement Hedge Agreement or replace the Hedge
 Counterparty whether by novation or with a standby provider;

  

 (vii)
 any Principal Proceeds designated by the Investment Manager as Interest Proceeds in connection with any Refinancing of the Secured Notes in whole, up to the Excess Par Amount for payment on the Redemption Date of
 such Refinancing or the first Payment Date thereafter;

  

 (viii)
 any Designated Principal Proceeds and any Designated Unused Proceeds; and

  

 (ix)
 amounts designated as Interest Proceeds in accordance with the definition of “Permitted Use”;

  

 provided , that

  

 (A) any amounts received in respect of any Defaulted Obligation will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate
 of all collections in respect of such Defaulted Obligation since it became a Defaulted Obligation equals the outstanding principal balance of such Collateral Obligation at the time it became a Defaulted Obligation; and

  

 (B) the Investment Manager (in its sole discretion exercised on or before the related Determination Date by notice to the Trustee and the
 Collateral Administrator) may classify any and all amounts (including, for the avoidance of doubt, any Sale Proceeds or fees) received in respect of Loss Mitigation Loans as Interest Proceeds or Principal Proceeds; provided , that, any and all
 amounts (including, for the avoidance of doubt, any Sale Proceeds or fees) received in respect of any Loss Mitigation Loan that was acquired in connection with a workout, restructuring or related scheme to mitigate losses with respect to a Defaulted
 Obligation or Credit Risk Obligation will constitute Principal Proceeds (and not Interest Proceeds) except that:

  

 (i)
 if only Principal Proceeds were used to acquire such Loss Mitigation Loan and such Loss Mitigation Loan relates to a Defaulted Obligation, the Investment Manager may classify any and all amounts received in respect
 thereof as Interest Proceeds only after the sum of the aggregate of all amounts received in respect of such Loss Mitigation Loan plus the aggregate of all amounts received in respect of the related Defaulted Obligation is equal to sum of (x) the
 outstanding Principal Balance of such Collateral Obligation when it became a Defaulted Obligation and (y)(I) in the case of a Loss Mitigation Loan, the aggregate amount of Principal Proceeds used to acquire such Loss Mitigation Loan or (II) in
 the case of a Loss Mitigation Qualified Loan, the greater of the Principal Proceeds applied to acquire such Loss Mitigation Qualified Loan and the S&P Collateral Value of such Loss Mitigation Qualified Loan;

  

 32

  

 (ii)
 if only Principal Proceeds were used to acquire such Loss Mitigation Loan and such Loss Mitigation Loan relates to a Credit Risk Obligation, the Investment Manager may classify any and all amounts received in respect
 thereof as Interest Proceeds only after the sum of the aggregate of all amounts received in respect of such Loss Mitigation Loan plus the aggregate of all amounts received in respect of the related Credit Risk Obligation is equal to the sum of
 (x) the outstanding Principal Balance of such Collateral Obligation when it became a Credit Risk Obligation and (y)(I) in the case of a Loss Mitigation Loan, the aggregate amount of Principal Proceeds used to acquire such Loss Mitigation Loan or
 (II) in the case of a Loss Mitigation Qualified Loan, the greater of the Principal Proceeds applied to acquire such Loss Mitigation Qualified Loan and the S&P Collateral Value of such Loss Mitigation Qualified Loan;

  

 (iii)
 if only Interest Proceeds were used to acquire such Loss Mitigation Loan, the Investment Manager may classify any and all amounts received in respect thereof as Interest Proceeds; provided , that any amounts
 received in respect of any Loss Mitigation Qualified Loan will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all amounts received in respect of such Loss Mitigation Qualified Loan equals the S&P Collateral
 Value of such Loss Mitigation Qualified Loan;

  

 (iv)
 if only Contributions or other amounts withdrawn from the Permitted Use Account were used to acquire such Loss Mitigation Loan, the Investment Manager may classify any and all amounts received in respect thereof as
 Interest Proceeds; provided , that any amounts received in respect of any Loss Mitigation Qualified Loan will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all amounts received in respect of such Loss
 Mitigation Qualified Loan equals the S&P Collateral Value of such Loss Mitigation Qualified Loan; and

  

 (v)
 to the extent any combination of Contributions or other amounts withdrawn from the Permitted Use Account, Interest Proceeds and Principal Proceeds were applied to acquire such Loss Mitigation Loan, after amounts
 received in respect thereof equal at least the amount of (x) in the case of a Loss Mitigation Loan, Principal Proceeds applied to acquire such Loss Mitigation Loan or (y) in the case of a Loss Mitigation Qualified Loan, the greater of the
 Principal Proceeds applied to acquire such Loss Mitigation Qualified Loan and the S&P Collateral Value of such Loss Mitigation Qualified Loan, the Investment Manager shall ensure compliance with this clause (B) on a pro rata basis to
 the extent practicable (in its commercially reasonable discretion); provided , that the amounts that would otherwise constitute Interest Proceeds may be designated as Principal Proceeds pursuant to this Indenture with notice to the
 Collateral Administrator and the Trustee; and

  

 33

  

 (C) the Investment Manager (in its sole discretion exercised on or before the related Determination Date) may classify any and all recoveries
 received in respect of any Equity Security that was received in exchange for a Defaulted Obligation or Credit Risk Obligation, as applicable, that is not a Loss Mitigation Loan (including, for the avoidance of doubt, by way of the exercise of a warrant
 or other right to acquire securities held in the Assets) as Interest Proceeds or Principal Proceeds, except that all such recoveries shall be treated as Principal Proceeds (and not Interest Proceeds) unless the aggregate of all recoveries in respect of
 such Equity Security and any Loss Mitigation Loan received in exchange for the same Defaulted Obligation or Credit Risk Obligation equals or exceeds the outstanding principal balance of the Collateral Obligation, at the time such Asset became a
 Defaulted Obligation or at the time the Credit Risk Obligation was acquired, as applicable, plus any Principal Proceeds used to acquire such Equity Security.

  

 Notwithstanding the foregoing, the Investment Manager may designate that any portion of Interest Proceeds in a Collection Period be deemed to be
 Principal Proceeds; provided that after giving effect to such designation (x) the Class A/B Interest Coverage Test will be satisfied on a pro forma basis as of the Determination Date related to the next succeeding Payment Date and (y) no
 interest will be deferred on any Class of Secured Notes on the next succeeding Payment Date.

  

 “ Interest Rate ”: With respect to each Class of Secured Notes, the per annum stated interest rate payable on such Class with respect to each
 Interest Accrual Period, which rate shall be equal to the rate specified in Section 2.3 ; provided that with respect to any Interest Accrual Period during which a Re-Pricing has occurred, the applicable Interest Rate of any Re-Priced
 Class shall reflect the applicable Re-Pricing Rate from, and including, the applicable Re-Pricing Date.

  

 “ Intermediary ”: Any agent or broker through which a Holder purchases its Notes, or any nominee or other entity through which a Holder holds
 its Notes.

  

 “ Investment Advisers Act ”: The Investment Advisers Act of 1940, as amended from time to time.

  

 “ Investment Company Act ”: The Investment Company Act of 1940, as amended from time to time.

  

 “ Investment Management Agreement ”: The agreement dated as of the Closing Date, between the Issuer and the Investment Manager relating to
 the management of the Collateral Obligations and the other Assets by the Investment Manager on behalf of the Issuer, as amended from time to time in accordance with the terms hereof and thereof.

  

 “ Investment Management Fee ”: The Senior Investment Management Fee and the Subordinated Investment Management Fee.

  

 “ Investment Manager ”: Tennenbaum Capital Partners, LLC, until a successor Person shall have become the Investment Manager pursuant to the
 provisions of the Investment Management Agreement, and thereafter “Investment Manager” shall mean such successor Person.

  

 34

  

 “ Investment Manager Securities ”: As of any date of determination, all Securities held on such date by (1) the Investment Manager, (2) any
 Affiliate of the Investment Manager or (3) any account, fund, client or portfolio managed or advised on a discretionary basis by the Investment Manager or any of its Affiliates (other than any such account, fund or client whose voting rights with
 respect to such Securities and the matter in question are exercised by or subject to the approval of the account, fund or client or the beneficiary thereof and not solely at the direction of or by the Investment Manager or its Affiliates).

  

 “ Investor Report ”: A report containing certain information prescribed by Article 7(1)(e) of the EU Securitisation Regulation, in the form
 set out in, and including the content required by Commission Delegated Regulation (EU) 2020/1224 and Commission Implementing Regulation (EU) 2020/1225 (as currently published on the website https://eur-
 lex.europa.eu/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN as Annex XII).

  

 “ IRS ”: United States Internal Revenue Service.

  

 “ ISDA Definitions ”: The 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor
 thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

  

 “ ISDA Fallback Adjustment ”: The spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives
 transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

  

 “ ISDA Fallback Rate ”: The rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the
 occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

  

 “ Issuer ”: The Person named as such on the first page of this Indenture until a successor Person shall have become the Issuer pursuant to
 the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.

  

 “ Issuer Order ” and “ Issuer Request ”: A written order, request or direction (which may be a standing order, request or direction)
 dated and signed in the name of the Issuer or by an Authorized Officer of the Issuer or by the Investment Manager by an Authorized Officer thereof, on behalf of the Issuer; provided that, for purposes of Section 10.9 and Article XII
 and the release, sale or acquisition of any Assets thereunder, “Issuer Order” or “Issuer Request” shall mean delivery to the Trustee on behalf of the Issuer or the Investment Manager on its behalf, by email or otherwise in writing, of a trade ticket,
 confirmation of trade, instruction to post or to commit to the trade, “SWIFT” messages or similar electronic communication or language, all of which shall constitute and be deemed to be a direction and certification by the Issuer and the Investment
 Manager that the transaction is in compliance with and satisfies all applicable provisions of Section 10.9 and Article XII of this Indenture. An order or request provided in a facsimile, email or other electronic communication by an
 Authorized Officer of the Issuer or by an Authorized Officer of the Investment Manager on behalf of the Issuer shall constitute an Issuer Order, in each case except to the extent the Trustee requests otherwise.

  

 35

  

 “ Junior Class ”: With respect to a particular Class of Notes, each Class of Notes that is subordinated to such Class, as indicated in Section

 2.3 .

  

 “ Limited Liability Company Agreement ”: The Amended and Restated Limited Liability Company Agreement of the Issuer, dated as of the Closing
 Date, as amended, restated or otherwise modified from time to time.

  

 “ Loan ”: Any obligation for the payment or repayment of borrowed money that is documented by a term loan agreement, revolving loan agreement
 or other similar credit agreement.…

EX-10.3 · ef20075169_ex10-3.htm

EX-10.3
 4
 ef20075169_ex10-3.htm
 EXHIBIT 10.3

 Exhibit 10.3

 EXECUTION VERSION

 INVESTMENT MANAGEMENT AGREEMENT

  

 dated as of May 27, 2026

  

 by and between

  

 BLACKROCK DLF 2026-C CLO, LLC,

 as Issuer

  

 and

  

 TENNENBAUM CAPITAL PARTNERS, LLC,

 as Investment Manager

 SECTION 1.

 DEFINITIONS; RULES OF CONSTRUCTION

 1

 SECTION 2.

 APPOINTMENT; GENERAL DUTIES AND AUTHORITY OF THE INVESTMENT MANAGER

 5

 SECTION 3.

 PURCHASE AND SALE TRANSACTIONS

 13

 SECTION 4.

 SERVICES TO OTHERS; CERTAIN AFFILIATED ACTIVITIES

 15

 SECTION 5.

 CONFLICTS OF INTEREST

 21

 SECTION 6.

 RECORDS; CONFIDENTIALITY

 23

 SECTION 7.

 ACTIONS OF THE INVESTMENT MANAGER

 25

 SECTION 8.

 COMPENSATION AND EXPENSES

 25

 SECTION 9.

 STANDARD OF CARE; BENEFIT OF THE AGREEMENT

 28

 SECTION 10.

 LIMITS OF INVESTMENT MANAGER RESPONSIBILITY

 28

 SECTION 11.

 NO JOINT VENTURE

 31

 SECTION 12.

 TERM; REPLACEMENT OF THE INVESTMENT MANAGER

 31

 SECTION 13.

 REMOVAL FOR CAUSE

 33

 SECTION 14.

 OBLIGATIONS OF RESIGNING OR REMOVED INVESTMENT MANAGER

 35

 SECTION 15.

 ASSIGNMENTS; DELEGATION

 35

 SECTION 16.

 REPRESENTATIONS AND WARRANTIES

 37

 SECTION 17.

 NOTICES

 40

 SECTION 18.

 BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS

 40

 SECTION 19.

 ENTIRE AGREEMENT; AMENDMENT

 41

 SECTION 20.

 CONTROLLING LAW

 41

 SECTION 21.

 SUBMISSION TO JURISDICTION

 41

 SECTION 22.

 WAIVER OF JURY TRIAL

 42

 SECTION 23.

 SUBORDINATION; CONSENT TO ASSIGNMENT

 42

 SECTION 24.

 INDULGENCES NOT WAIVERS

 43

 SECTION 25.

 COSTS AND EXPENSES

 43

 SECTION 26.

 THIRD PARTY BENEFICIARIES

 43

 SECTION 27.

 TITLES NOT TO AFFECT INTERPRETATION

 43

 SECTION 28.

 EXECUTION IN COUNTERPARTS

 43

 SECTION 29.

 PROVISIONS SEPARABLE

 44

 SECTION 30.

 NON-PETITION; LIMITED RECOURSE

 44

 - i -

 THIS INVESTMENT MANAGEMENT AGREEMENT (this " Agreement "), dated as of May 27, 2026, is entered into by and between BLACKROCK DLF 2026-C CLO, LLC, a Delaware limited liability company (together
 with its successors and assigns permitted hereunder, the " Issuer ") and TENNENBAUM CAPITAL PARTNERS, LLC (" TCP " and in its capacity as investment manager, and together with its successors and assigns permitted hereunder, the " Investment

 Manager ").

  

 RECITALS:

  

 WHEREAS, the Issuer intends to (x) issue the Class A-1 Senior Secured Floating Rate Notes due July 25, 2034 (the " Class A-1 Notes "), the Class A-2 Senior Secured Floating Rate Notes due July
 25, 2034 (the " Class A-2 Notes ") the Class B Senior Secured Floating Rate Notes due July 25, 2034 (the " Class B Notes "), the Class C Secured Deferrable Floating Rate Notes due July 25, 2034 (the " Class C Notes ") and the Class D
 Secured Deferrable Floating Rate Notes due July 25, 2034 (the " Class D Notes ", and together with the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes, the " Secured Notes " or “ Notes ”), in each case
 pursuant to an Indenture (as modified and supplemented and in effect from time to time, the “ Indenture ”), by and between the Issuer and Computershare Trust Company, N.A., as trustee (in such capacity, together with its successors in such
 capacity, the " Trustee ") and (y) issue LLC Interests (“ LLC Interest ” and together with the Notes, the “ Securities ”);

  

 WHEREAS, the Issuer intends to pledge the Assets (as defined in the Indenture), consisting of substantially all property of the Issuer, including the Accounts, to the Trustee as security for the
 Notes;

  

 WHEREAS, the Issuer desires to appoint TCP as the Investment Manager to provide the services described herein and TCP desires to accept such appointment; and

  

 WHEREAS, the Investment Manager agrees to perform its duties in the manner and on the terms set forth in this Agreement and to perform such additional duties as are consistent with the terms herein
 and the Indenture that the Issuer may reasonably request from time to time, and the Investment Manager has the capacity to provide the services required hereby and is prepared to perform such services upon the terms and subject to the conditions set
 forth herein;

  

 NOW, THEREFORE, in consideration of the agreements herein set forth, the parties hereto agree as follows:

  

  

 Section 1.

 Definitions; Rules of Construction

 (a)           Definitions

  

 Capitalized terms used and not defined herein shall have the meanings set forth in the Indenture.  As used in this Agreement:

  

 " Advisers Act " shall mean the United States Investment Advisers Act of 1940, as amended.

  

 " Agreement " shall have the meaning set forth in the preamble.

  

 - 1 -

 " Cause " shall have the meaning set forth in Section 13 .

  

 " Client " means with respect to any specified Person, any Person or account for which the specified Person provides investment management services or provides investment advice.

  

 " Cumulative Deferred Investment Management Fee " shall have the meaning set forth in Section 8(b) .

  

 " Cumulative Deferred Senior Investment Management Fee " shall have the meaning set forth in Section 8(b) .

  

 " Cumulative Deferred Subordinated Investment Management Fee " shall have the meaning set forth in Section 8(b) .

  

 " Current Deferred Investment Management Fee " shall have the meaning set forth in Section 8(b) .

  

 " Current Deferred Senior Investment Management Fee " shall have the meaning set forth in Section 8(b) .

  

 “ Current Deferred Subordinated Investment Management Fee " shall have the meaning set forth in Section 8(b) .

  

 " Eligible Successor " means a successor Investment Manager that (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Investment
 Manager under this Agreement, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Investment Manager under this Agreement and under the applicable terms of the Indenture, (iii) has
 agreed to coordinate with the replaced Investment Manager regarding communications with the Rating Agency, (iv) the appointment of which does not cause or result in the Issuer becoming, or require the pool
 of Assets to be registered as, an investment company under the Investment Company Act, (v) with respect to which the S&P Rating Agency Condition  has been satisfied with respect to such
 appointment, (vi) the appointment of which does not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, (vii) is a United States Person, unless the Issuer receives written advice of Chapman and Cutler LLP, or an opinion of other tax counsel of nationally recognized standing in the
 United States experienced in such matters, to the effect that such appointment will not cause the Issuer to be subject to tax under Section 1446 of the Code, and (viii) does not cause the EU/UK Retention Holder to breach the terms of the Risk
 Retention Letter or, if such successor Investment Manager is to commit to retain the EU/UK Retained Interest (as defined in the Risk Retention Letter) subject to and in accordance with the EU/UK Risk Retention Requirements, such successor
 Investment Manager enters into an agreement on substantially the same terms as the Risk Retention Letter to acquire the EU/UK Retained Interest on the effective date of such appointment.

  

 - 2 -

 " Event of Bankruptcy " means (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the
 Investment Manager or its debts, or of all or a substantial part of its respective assets, under any bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of all or a receiver, trustee, custodian,
 sequestrator, conservator or similar official for the Investment Manager or for all or a substantial part of its respective assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days; (b) an order or decree
 approving or ordering any of the actions described in clause (a) shall be entered and such order or decree remains unstayed and in effect for a period of 10 consecutive days; or (c) the Investment Manager shall:  (i) be wound up or dissolved, (ii)
 voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (iii) consent to the institution of, or fail to
 contest in a timely and appropriate manner, any proceeding or petition described in clause (a) of this definition, (iv) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the
 Investment Manager or for all or a substantial part of its respective assets, (v) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (vi) cease to be able to, or admit in writing its inability to,
 pay its debts as they become due and payable, or make a general assignment for the benefit of creditors or (vii) take any action for the purpose of effecting any of the foregoing.

  

 " Fee Basis Amount " has the meaning specified in the Indenture.

  

 " Governing Instruments " means the articles or certificate of incorporation and bylaws (or the comparable documents for the applicable jurisdiction), in the case of a company, exempted company
 or corporation, the partnership agreement, in the case of a partnership, or the certificate of formation and limited liability company agreement, in the case of the Issuer or a limited liability company.

  

 " Indemnified Party " shall have the applicable meaning set forth in Section 10(b) .

  

 " Indemnifying Party " shall have the applicable meaning set forth in Section 10(b) .

  

 " Indenture " shall have the meaning set forth in the recitals.

  

 " Instrument of Acceptance " shall have the meaning set forth in Section 12(d) .

  

 " Investment Committee " shall have the meaning set forth in Section 2(c) .

  

 " Investment Management Fee " shall have the meaning set forth in Section 8(a) .

  

 " Investment Manager " shall have the meaning set forth in the preamble.

  

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 “ Investment Manager Affiliate ” means (1) any director or officer of the Investment Manager (or any Person performing a similar function), (2) any Person directly or indirectly controlling, under common control with or controlled by the Investment Manager and (3) all current employees of the Investment Manager (other than employees performing only clerical,
 administrative, support or similar functions).  For the purposes of this definition “ control” means the power, directly or indirectly, to direct the management or policies of a Person,

 whether through ownership of securities, by contract or otherwise and (1) a Person’s directors or officers are presumed to control such Person, (2) a Person is presumed to control a corporation if such Person (a) directly or indirectly has the right to vote 50% or more of a class of the corporation’s voting securities or
 (b) has the power to sell or direct the sale of 50% or more of a class of the corporation’s voting securities, (3) a Person is presumed to control a partnership if such Person

 has the right to receive on dissolution, or has contributed, 50% or more of the capital of such partnership, (4) a Person is presumed to control a limited liability company if the Person (a) directly or indirectly has the right to vote 50% or more of a class of interest in such limited liability company, (b) has the right to receive on dissolution, or has contributed, 50% or more of the
 capital of such limited liability company or (c) is an appointed or elected manager of such limited liability company (other than an independent manager), and (5) a Person is presumed to control a trust if it
 is a trustee or managing agent of such trust.

  

 " Investment Manager Breach " shall have the meaning set forth in Section 10(a) .

  

 " Investment Manager Information " shall have the meaning set forth in the Offering Circular.

  

 “ Investment Manager Related Person ” means with respect to the Investment Manager, without duplication, each Affiliate, each Investment Manager
 Affiliate, their respective Clients and their respective partners, managers, members, shareholders, directors, officers and employees.

  

 " Issuer " shall have the meaning set forth in the preamble.

  

 " Losses " shall have the meaning set forth in Section 10(b) .

  

 “ Managed Assets ” shall mean, collectively, the Collateral Obligations, the Eligible Investments
 and any other assets from time to time owned by the Issuer.

  

 " Payment in Full " means payment in full of all amounts owed with respect to the Notes as provided in the Indenture.

  

 " Payment in Full Date " means the date on which a Payment in Full occurs.

  

 " Related Person " means, with respect to any Person, the owners, directors, officers, employees, managers, agents and
 professional advisors thereof.

  

 " Senior Investment Management Fee " shall have the meaning set forth in Section 8(a) .

  

 " Standard of Care " shall have the meaning set forth in Section 9 .

  

 " Subordinated Investment Management Fee " shall have the meaning set forth in Section 8(a) .

  

 " TCP " shall have the meaning set forth in the preamble.

  

 (b)           Rules of Construction

  

 The rules of construction set forth in Sections 1.2 and 1.3 of the Indenture are hereby incorporated herein by reference.

  

 - 4 -

  

 Section 2.

 Appointment; General Duties and Authority of the Investment Manager

 (a)          TCP is hereby appointed as Investment Manager of the Issuer for the purpose of performing certain duties as specified herein, in the Indenture, including directing and supervising the
 investment and reinvestment of Assets and performing certain administrative functions on behalf of the Issuer in accordance with and subject to the applicable provisions of the Indenture, this Agreement and the Collateral Administration Agreement
 applicable to it, including, without limitation, Section 7 and Section 9 hereof, and TCP hereby accepts such appointment and agrees to perform the duties and responsibilities of the Investment Manager pursuant to the terms herein. 
 The Investment Manager shall have the power to execute and deliver all necessary and appropriate documents and instruments on behalf of the Issuer in connection with performing its obligations set forth herein.

  

 (b)          Subject to the provisions of Section 5 , Section 7 , Section 9 and Section 10 ,   the Investment Manager agrees, and is hereby authorized, to provide
 services to or on behalf of the Issuer (in accordance with the terms, requirements and limitations set forth herein and in the Indenture) as follows:

  

 (i)       the Investment Manager shall (subject to the approval of the Investment Committee) supervise and direct the investment and
 reinvestment of Collateral Obligations, Loss Mitigation Loans, Equity Securities and Eligible Investments and the entry by the Issuer into Hedge Agreements and shall perform on behalf of the Issuer such other duties as have been delegated to the
 Investment Manager herein and in the Indenture.  The Investment Manager shall comply with all the terms and conditions of the Indenture affecting the duties and functions that have been delegated to it hereunder and under the Indenture.  If this
 Agreement requires any action to be taken with respect to any matter and the Indenture requires that a different action be taken with respect to such matter, and such actions are mutually exclusive, the provisions of the Indenture in respect
 thereof shall control;

 (ii)      the Investment Manager shall (subject to the approval of the Investment Committee) select (x) all Collateral Obligations and
 Eligible Investments to be acquired by the Issuer in accordance with the investment criteria and other limitations set forth herein and in the Indenture and (y) all Loss Mitigation Loans and Specified Equity Securities to be acquired by the
 Issuer in accordance with the limitations set forth herein and in the Indenture;

 - 5 -

 (iii)    the Investment Manager shall monitor the Collateral Obligations, Loss Mitigation Loans, Equity Securities and Eligible
 Investments on behalf of the Issuer on an ongoing basis and provide to the Issuer and the Trustee all reports, schedules and other data which the Issuer is required to prepare and deliver under the Indenture (other than reports, schedules and
 other data that the Collateral Administrator is required to provide to the Issuer or the Trustee pursuant to the Collateral Administration Agreement and except as otherwise provided in the Indenture), in such forms and containing such information
 required thereby, in sufficient time for such required reports, schedules and data to be reviewed and delivered by the Issuer to the parties entitled thereto under the Indenture.  The obligation of the Investment Manager to furnish such
 information is subject to the Investment Manager’s timely receipt of necessary reports and the appropriate information from the Person responsible for the delivery of or preparation of such reports and such
 information (including without limitation, the Obligors of the Collateral Obligations, the Rating Agency, the Trustee and the Collateral Administrator) and to any confidentiality restrictions with respect thereto.  Subject to any confidentiality
 restrictions and applicable law, the Investment Manager may also provide intermittent reports to certain Holders upon request.  The Investment Manager may require that any Person to whom it is required to
 disclose information regarding the identity of any Obligor or the terms of any Collateral Obligation, Equity Security, Loss Mitigation Loan or Eligible Investment enter into a
 confidentiality agreement before being provided such information.  The Investment Manager may determine in its sole discretion whether the disclosure of the identity of any Obligor or the terms of any Collateral Obligation, Equity Security, Loss Mitigation Loan or Eligible Investment to any Person would be prohibited by applicable law or the Underlying

 Instruments in which case the Investment Manager shall not be required to disclose such information.  The Investment Manager shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
 consent, statement, instrument, document or other writing reasonably believed by it to be genuine and to have been signed or sent by a Person that the Investment Manager has no reason to believe is not duly
 authorized.  The Investment Manager also may rely upon any statement made to it orally or by telephone and made by a Person the Investment Manager has no reason to believe is not duly authorized, and shall
 not incur any liability for relying thereon.  The Investment Manager is entitled to rely on any other information furnished to it by third parties that it reasonably believes in good faith to be genuine.  The Investment Manager on behalf of the
 Issuer shall be responsible for (i) determining, consistent with the Standard of Care, whether any particular Collateral Obligation is a Discount Obligation or has become a Defaulted Obligation, a Credit Risk Obligation, a Current Pay Obligation,
 a CCC Collateral Obligation, a Permitted Maturity Obligation or a Credit Improved Obligation; (ii) providing the Rating Agency a private credit estimate with respect to a Collateral Obligation with the related Obligor’s updated financial
 information upon receipt thereof from such Obligor and using its commercially reasonable efforts to obtain such information at least (x) annually and (y) upon any significant change in the financial condition of such Obligor as determined by the
 Investment Manager in its commercially reasonable business judgment but (in each case) only to the extent such Obligor is required to provide it pursuant to the Underlying Instruments, and
 (iii) providing the Rating Agency, in the event such Rating Agency is requested by the Issuer to provide an estimate with respect to the S&P

 Rating of a Collateral Obligation or in connection with the annual surveillance by such Rating Agency of its ratings on the Secured Notes, with any information reasonably necessary for such Rating Agency to provide such estimate or to undertake such surveillance to the extent that the Investment Manager has or can reasonably obtain such information;

 (iv)     the Investment Manager may, at any time and from time to time, direct the Trustee to (x) subject to the approval of the
 Investment Committee, acquire in substitution for or in addition to any one or more Collateral Obligations or Eligible Investments included in the Assets one or more substitute Collateral Obligations or Eligible Investments and (y) take any one
 or more of the following actions with respect to any Collateral Obligation, Equity Security, Loss Mitigation Loan or Eligible Investment, to the extent applicable and in all cases subject
 to the requirements and limitations set forth in the Indenture:

 - 6 -

 (A)   subject to the approval of the Investment Committee, originate, purchase or otherwise acquire such Collateral Obligation, Loss Mitigation Loan, Specified Equity Security
 or Eligible Investment;

 (B)    retain such Collateral Obligation, Equity Security, Loss Mitigation Loan or Eligible Investment;

 (C)    subject to the approval of the Investment Committee, invest and reinvest the proceeds of Collateral Obligations, Equity Securities, Loss Mitigation Loans or Eligible
 Investments;

 (D)   sell, terminate or otherwise dispose of such Collateral Obligation, Equity Security, Loss Mitigation Loan or
 Eligible Investment in the open market or otherwise;

 (E)   if applicable, tender such Collateral Obligation, Equity Security, Loss Mitigation Loan or Eligible Investment
 pursuant to an Offer related thereto or otherwise;

 (F)     if applicable, consent to or refuse to consent to any proposed amendment, modification or waiver pursuant to an Offer or otherwise;

 (G)    acquire, retain or dispose of any securities or other property received pursuant to an Offer or otherwise;

 (H)    waive any default or event of default with respect to or relating to any Collateral Obligation, Equity Security, Loss

 Mitigation Loan or Eligible Investment;

 (I)     vote to accelerate the maturity (or rescind the acceleration) of any Collateral Obligation, Loss Mitigation Loan or Eligible Investment upon the occurrence of a default
 or event of default with respect thereto;

 (J)     participate in a committee or group formed by security holders of an Obligor under a Collateral Obligation, Loss Mitigation Loan,  Eligible Investment or Equity
 Security;

 (K)   after or in connection with a Payment in Full and the termination without replacement of the Indenture or in connection with any redemption of the Notes (other than a Refinancing), advise the Issuer as to when, in the view of the Investment Manager, it would be in the best interest of the Issuer to liquidate the Issuer’s investment portfolio (and, if applicable, after
 discharge of the Indenture) and render such assistance as may be necessary or required of the Investment Manager in connection with such liquidation or any actions necessary to effectuate a redemption of the Notes (other than as a result of a Refinancing);

 - 7 -

 (L)    advise and assist the Issuer with respect to the valuation of the Assets, to the extent required or permitted by the Indenture;

 (M)   negotiate, modify or amend any securities issued by or borrowing for the Issuer as authorized by the Indenture in accordance with
 a Refinancing;

 (N)   instruct the Trustee with respect to any acquisition, disposition, or tender of any Collateral Obligation, Equity Security, Loss Mitigation Loan, Eligible Investment or other assets received in respect thereof in the open market or otherwise by the Issuer; or

 (O)    exercise any other rights or remedies with respect to such Collateral Obligation, Equity Security, Loss
 Mitigation Loan or Eligible Investment as provided in the Underlying Instruments relating thereto or take any other action with respect thereto not inconsistent with the terms of this
 Agreement or the Indenture.

 All such actions shall be conducted on an arm’s length basis.  Without limiting the foregoing, if any Offer is made (or any consent or vote is solicited or requested) with respect to any Collateral
 Obligation, Equity Security, Loss Mitigation Loan or Eligible Investment, the Investment Manager, on behalf of the Issuer, may take (or direct the Trustee to take) such action with respect to
 such Offer (or such consent or vote) as is permitted or not prohibited (or consent or vote or refrain from consenting or voting (or, on behalf of the Issuer, direct the Trustee to consent or vote or refrain from consenting or voting) any such Asset
 in any manner permitted or not prohibited) by the Indenture that the Investment Manager has determined is appropriate.  In addition, the Investment Manager, on behalf of the Issuer, may (subject to the terms of the Indenture) take (or, on behalf of
 the Issuer, direct the Trustee to take) action to, or may instruct (or, on behalf of the Issuer,  direct the Trustee to instruct) any trustee or agent for any Collateral Obligation, Equity Security, Loss Mitigation Loan or Eligible Investment to, enforce the Issuer’s rights under the Underlying
 Instruments governing such Asset and under any applicable law, rule or regulation in any manner permitted or not prohibited under the Indenture that the Investment Manager has determined is appropriate;

  

 (v)     the Investment Manager shall perform such other tasks and take such other actions as are expressly required to be performed or
 taken by the Investment Manager under the Indenture or under the Collateral Administration Agreement, as applicable, and the Investment Manager may take such other actions on behalf of the Issuer within the rights or powers of the Investment
 Manager specified herein and subject to the applicable provisions of the Indenture or the Collateral Administration Agreement, as applicable;

 - 8 -

 (vi)    the Investment Manager shall monitor each Hedge Agreement and may on behalf of the Issuer (or may direct the Trustee to) (i)
 reduce the notional amount of or terminate any such Hedge Agreement, (ii) consent to any proposed amendment, modification or waiver thereof, (iii) waive any default or event of default with respect thereto and (iv) exercise any other rights or
 remedies with respect thereto, as provided therein or take any other action with respect thereto not inconsistent with the terms of the Indenture;

 (vii)    [reserved];

 (viii)  in connection with taking or omitting to take any action hereunder, under the Indenture or under the Collateral Administration
 Agreement, the Investment Manager and any of its Affiliates may consult with counsel, independent accountants or any other experts selected by them and shall not be liable for any action taken or omitted to be taken in accordance with their
 advice;

 (ix)     in addition to the foregoing, to the extent the Investment Manager determines it necessary or appropriate to perform any of the
 duties to be performed by it hereunder, under the Indenture or under the Collateral Administration Agreement, or in connection herewith or therewith or incidental hereto or thereto, the Investment Manager shall have the power to execute and
 deliver all necessary and/or appropriate (as determined by the Investment Manager) documents and instruments on behalf of, and in the name of, the Issuer with respect thereto and may take such action, and may exercise such discretion, issue such
 directions and recommendations and make such determinations, as the Investment Manager determines appropriate on behalf, and in the name, of the Issuer with respect thereto; and

 (x)      without limiting the foregoing, the Investment Manager shall provide, and is hereby authorized to provide, the following
 services to the Issuer:

 - 9 -

 (A)    The Investment Manager shall perform the investment-related duties and functions (including, without limitation, the furnishing
 of Issuer Orders, Issuer Requests and Authorized Officer’s certificates) as are expressly required hereunder and under the Indenture to be undertaken by it on behalf of the Issuer with regard to
 acquisitions, sales or other dispositions of Collateral Obligations, Loss Mitigation Loans, Equity Securities, Eligible Investments and other assets permitted to be acquired or sold under, and subject to, the Indenture (including any proceeds
 received by way of Offers, workouts and restructurings of Collateral Obligations, Loss Mitigation Loans, Equity Securities or Eligible Investments by the Issuer) and shall comply with the requirements in the Indenture.  The Issuer hereby
 irrevocably (except as provided below) appoints the Investment Manager as its true and lawful agent and attorney-in-fact (with full power of substitution) in its name, place and stead and at its expense, in connection with the performance of its
 duties provided for in this Agreement or in the Indenture, including, without limitation, the following powers:  (A) to give or cause to be given any necessary receipts or acquittance for amounts collected or received hereunder, (B) to make or
 cause to be made all necessary transfers of the Collateral Obligations, Loss Mitigation Loans, Equity Securities or Eligible Investments in connection with any acquisition, sale or other disposition made pursuant hereto and the Indenture, (C) to
 execute (under hand, under seal or as a deed) and deliver or cause to be executed and delivered on behalf of the Issuer all necessary or appropriate trade tickets or other confirmations of purchase for later settlement (including any thereof
 executed and delivered prior to the Closing Date), bills of sale, assignments, agreements and other instruments in connection with any such acquisition, sale or other disposition and (D) to execute (under hand, under seal or as a deed) and
 deliver or cause to be executed and delivered on behalf of the Issuer any consents, votes, proxies, waivers, notices, amendments, modifications, agreements, instruments, orders or other documents in connection with or pursuant to this Agreement
 or the Indenture and relating to any Collateral Obligation, Equity Security, Loss Mitigation Loan or Eligible Investment.  The Issuer hereby ratifies and confirms all that such
 attorney-in-fact (or any substitute) shall lawfully do hereunder and pursuant hereto and authorizes such attorney-in-fact to exercise full discretion and act for the Issuer in the same manner and with the same force and effect as the managers or
 officers of the Issuer might or could do in respect of the performance of such services, as well as in respect of all other things the Investment Manager deems necessary or incidental to the furtherance or conduct of such services, subject in
 each case to the other terms of this Agreement and the other Transaction Documents.  The Issuer hereby authorizes such attorney-in-fact, in its sole discretion (but subject to applicable law and the provisions of this Agreement and the
 Indenture), to take all actions that it considers reasonably necessary and appropriate in respect of the Assets, this Agreement and the other Transaction Documents.  Nevertheless, if so requested by the Investment Manager or by a purchaser of any
 Collateral Obligation, Equity Security, Loss Mitigation Loan or Eligible Investment, the Issuer shall ratify and confirm any such sale or other disposition by executing and delivering to
 the Investment Manager or such purchaser all proper bills of sale, assignments, releases, powers of attorney, proxies, dividends, other orders and other instruments as may reasonably be designated in any such request.  Except as otherwise set
 forth and provided for herein, this grant of power of attorney is coupled with an interest, and it shall survive and not be affected by the subsequent dissolution or bankruptcy of the Issuer.  Notwithstanding anything herein to the contrary, the
 appointment herein of the Investment Manager as the Issuer’s agent and attorney-in-fact shall automatically cease and terminate upon the effective date of any termination of this Agreement, any removal of the Investment Manager pursuant to Section

 13 or the resignation of the Investment Manager pursuant to Section 12 .  Each of the Investment Manager and the Issuer shall take such other actions, and furnish such certificates, opinions and other documents, as may be reasonably
 requested by the other party hereto in order to effectuate the purposes of this Agreement and to facilitate compliance with applicable laws and regulations and the terms of this Agreement, the Indenture and the other Transaction Documents.  The
 Investment Manager shall not be bound to follow any amendment or supplement to the Indenture, however, until it has received written notice thereof and until it has received a copy of the amendment or supplement from the Issuer or the Trustee and
 the Investment Manager shall have consented thereto in writing;

 - 10 -

 (B)    The Investment Manager may retain accounting, tax, counsel and other professional services on behalf of the Issuer as may be
 needed by the Issuer; and

 (C)    In connection with the acquisition or sale of any Collateral Obligation, Loss Mitigation Loan, Equity Security, Eligible
 Investment or any other asset by the Issuer, the Investment Manager shall prepare, on behalf of the Issuer, the information required to be delivered to the Trustee pursuant to the Indenture.

 The Investment Manager shall have no obligation to perform any other duties than those expressly specified as being applicable to it herein and, on and after the Closing Date, in the Indenture or in
 the Collateral Administration Agreement, as applicable, and the Investment Manager shall be subject to no implicit obligations of any kind.  Notwithstanding any of the foregoing in this Section 2 , the Investment Manager does not and shall not
 be deemed to have any powers or control which may, or may be deemed to, be considered "custody" under Section 206(4)-2 of the Advisers Act, including, but not limited to, the right to direct payment or obtain possession of and/or withdraw assets
 other than in connection with its investment related duties, such as acquisitions, sales or other dispositions of Collateral Obligations, Loss Mitigation Loans, Equity Securities, Eligible Investments and other assets permitted to be acquired or sold
 on a delivery versus payment basis.  For the avoidance of doubt, the Investment Manager has no authority to deduct its fees from any Account and any asset movements other than as set forth in the prior sentence shall require the prior written consent
 of the Issuer.

 (c)          Notwithstanding anything to the contrary herein, so long as TCP is the Investment Manager, all decisions regarding the acquisition of Collateral Obligations and the formulation of
 portfolio management parameters will require the consent of voting members of an investment committee (the " Investment Committee ") of TCP.  The Investment Committee, together with the senior portfolio management team of the Investment Manager,
 will be responsible for, among other things, (1) formulating portfolio management parameters for the Issuer (including as to acquisition and disposition of Assets) for purposes of the Indenture and the other Transaction Documents and (2) credit
 review of all Collateral Obligations proposed to be acquired by the Issuer. If the Investment Committee approves the acquisition of a Collateral Obligation, the senior portfolio management team of the Investment Manager may (but need not) acquire
 such Collateral Obligation on behalf of the Issuer at such time as it deems appropriate. No Collateral Obligation may be acquired or committed to be acquired by the Issuer (or the Investment Manager on its behalf) without prior approval from the
 Investment Committee.

  

 - 11 -

 (d)          The Investment Manager is entitled to conclusively rely upon the information available to it at the time of any exercise of judgment, discretion, determination, redetermination or
 certification made by it (which exercise of judgment, discretion, determination, redetermination or certification may be supported as to factual matters by any relevant certificates and other documents necessary or advisable in the judgment of the
 Investment Manager) and shall be fully protected in making such exercise of judgment, discretion, determination, redetermination or certification in accordance with this Agreement, the Indenture and the standard of care set forth in this Agreement,
 including, for the avoidance of doubt, in any exercise of judgment, discretion, determination, redetermination or certification made by the Investment Manager pursuant to this Agreement, the Collateral Administration Agreement, the Indenture and the
 Investment Management Agreement relating to the Benchmark, Fallback Rate, Benchmark Replacement Conforming Changes or Benchmark Replacement Adjustment, and pursuant to any other agreement or instance in which the Investment Manager exercises
 judgment, discretion, determination, redetermination or certification.

  

 (e)          The Investment Committee shall communicate and meet (including telephonically or using other electronic means) as needed in connection with reviewing Collateral Obligations proposed to
 be acquired by the Issuer. The members of the Investment Committee taking part in any such communication or meeting will be entitled to indemnification by the Issuer as set forth in Section 10(b) .

  

 The Investment Committee  shall approve the disposition of any Collateral Obligation of the Issuer directed by the  senior portfolio management team of the Investment Manager in accordance with the
 Indenture and the other Transaction Documents  and  the taking of any other action by the Investment Manager or the Issuer. The Investment Committee may provide to the Investment Manager input on Collateral Obligation dispositions or any other
 investment-related issue of the Issuer.

  

 The initial voting members of the Investment Committee will be Vikas Keswani, Michael Fenstermacher, Grishma Parekh, Dan Worrell, Jason Mehring and Philip M. Tseng, each of whom is an officer of
 Tennenbaum Capital Partners, LLC. The Investment Committee will, from time to time, include rotating voting members.

  

 (f)          Notwithstanding anything herein or any other Transaction Document to the contrary, the Investment Manager shall have no authority to
 hold (directly or indirectly), or otherwise take possession of, any funds or securities of the Issuer (including Collateral Obligations or Eligible Investments). Without limiting the foregoing,
 the Investment Manager shall have no authority to (i) sign checks on the Issuer's behalf, (ii) deduct fees from any Account, (iii) withdraw funds or securities from any Account, or (iv) dispose of funds in any Account for any purpose other than
 pursuant to transactions authorized by the Indenture and the other Transaction Documents; provided that, subject to Sections 2 and 3 hereof,
 the foregoing clauses (i) through (iv) shall not limit the Investment Manager's ability to cause the Issuer to acquire Collateral Obligations, Loss
 Mitigation Loans, Equity Securities and Eligible Investments pursuant to and in accordance with the Indenture and this Agreement or to direct the sale of Collateral Obligations, Loss Mitigation Loans, Equity Securities and Eligible Investments
 pursuant to and in accordance with the Indenture, the other Transaction Documents and this Agreement. The Investment Manager agrees that any requests regarding the disbursement of any funds in any
 Account must be made in accordance with the Indenture and must be sent to the Trustee. Nothing in this paragraph shall prohibit the Investment Manager from issuing instructions to the Trustee or the Custodian to effect or to settle any bills of sale,
 assignments, agreements and other instruments in connection with any acquisition, sale or other disposition of any Asset of the Issuer as permitted by the Indenture and the other Transaction
 Documents and the terms hereof.

  

 - 12 -

  

 Section 3.

 Purchase and Sale Transactions

 (a)          The Investment Manager shall use reasonable efforts to obtain the best execution for all orders placed with respect to the Collateral

 Obligations, Equity Securities, Loss Mitigation Loans and Eligible Investments, considering all circumstances, it being understood that the Investment Manager will not necessarily be obtaining
 the best price available with respect to any particular transaction.  In pursuit of the objective of obtaining best execution, the Investment Manager may take into consideration all factors it reasonably believes to be relevant, including, without
 limitation, price, the size of the transaction, the nature of the market for such security, the time constraints of the transaction, general market trends, the reputation and experience of the broker-dealer involved and research and other brokerage
 services furnished to the Investment Manager or its Affiliates by brokers and dealers which are not Affiliates of the Investment Manager.  Such services may be used
 by the Investment Manager or its Affiliates in connection with its other advisory activities or investment operations.  The Investment Manager may in its sole discretion, but in accordance with applicable
 law, aggregate orders for its clients' accounts.  In the event that a sale or purchase of a Collateral Obligation, Equity Security, Loss
 Mitigation Loan or Eligible Investment (in accordance with the terms of the Indenture) occurs as part of any aggregate sales or purchase orders, the objective of the Investment Manager (and any of its Affiliates

 involved in such transactions) shall be to allocate the executions among the accounts in a manner reasonably believed by the Investment Manager to be fair and equitable for all accounts involved.

  

 (b)          In addition to the foregoing and subject to the provisions of this Agreement (including Section 2 , Section 5 and Section 7 ) and the objective of obtaining best execution and to the extent permitted by applicable law, the Investment Manager may, on behalf of the Issuer, direct the Trustee to acquire
 any and all of the Collateral Obligations or any other Assets from, or sell Collateral Obligations or other Assets to any of its respective Affiliates or any other firm.

  

 (c)          The Issuer acknowledges and agrees that the Investment Manager and Investment Manager Related Persons may invest for their own accounts or for the accounts of others in securities,
 obligations, and other assets that would be appropriate investments for the Issuer.  Such investments may be the same as or different from those made on behalf of the Issuer.  The Issuer acknowledges that the Investment Manager and Investment Manager
 Related Persons may enter into, for their own accounts or for the accounts of others, credit default swaps relating to obligors or issuers with respect to the Managed Assets.  The Issuer understands that the Investment Manager and Investment Manager
 Related Persons may have economic interests in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other
 relationships with obligors or issuers with respect to the Managed Assets.  In particular, the Investment Manager and Investment Manager Related Persons may make or hold investments in an obligor’s or issuer’s securities or obligations that may be pari passu , senior or junior in ranking to an investment in such obligor’s or issuer’s securities or obligations held by the Issuer or otherwise have interests different from or adverse to those of the Issuer. 
 The Issuer agrees that, in the course of managing the Managed Assets held by the Issuer, the Investment Manager may consider its relationships with other Clients (including obligors or issuers) and Investment Manager Related Persons.  The Investment
 Manager may decline to make a particular investment for the Issuer in view of such relationships.  In addition, individuals who are partners, managers, members, shareholders, directors, officers, employees or agents of the Investment Manager or of
 one or more Investment Manager Related Persons may serve on boards of directors of, or otherwise have ongoing relationships with, such obligors or issuers.  As a result, such individuals may possess information relating to obligors or issuers of
 Managed Assets that is (a) not known to or (b) known but restricted as to its use by the individuals at the Investment Manager responsible for monitoring the Collateral and performing the other obligations
 of the Investment Manager under this Agreement.  Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. 
 The Issuer acknowledges and agrees that, in all such instances, the Investment Manager and Investment Manager Related Persons may in their discretion make investment recommendations and decisions that may be the same as or different from those made
 with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer.

  

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 (d)           The Issuer agrees that neither the Investment Manager nor any Investment Manager Related Person is under any obligation to offer
 investment opportunities of which it becomes aware to the Issuer or to account to the Issuer for (or share with the Issuer or inform the Issuer of) any such transaction or any benefit received by it from any such transaction or to inform the Issuer
 before purchasing any loans and other investments for its own account or offering any opportunities to purchase loans and other investments to any of its Affiliates or to other funds or Clients that the
 Investment Manager or any of its Affiliates may manage or advise or to third parties.  The Issuer understands that the Investment Manager and Investment Manager Related Persons may have, for their own
 accounts or for the accounts of others, portfolios with substantially the same portfolio criteria as are applicable to the Issuer.  Furthermore, the Investment Manager and each Investment Manager Related Person may make an investment on behalf of any
 Client or on their own behalf without offering the investment opportunity or making any investment on behalf of the Issuer and, accordingly, investment opportunities may not be allocated among all such Clients.  The Issuer acknowledges that
 affirmative obligations may arise in the future, whereby the Investment Manager or Investment Manager Related Persons may be obligated to offer certain investments to Clients before or without the Investment Manager’s offering those investments to
 the Issuer.  The Issuer agrees that the Investment Manager may make investments on behalf of the Issuer in securities or obligations that it has declined to invest in or enter into for its own account, the account of any of the Investment Manager
 Related Persons or the account of any other Client.

  

 (e)           Subject to this Section 3 and the Indenture, as applicable, the Investment Manager may effect transactions with the Issuer or
 its Affiliates in accordance with applicable law, including without limitation, (i) on an agency basis or (ii) on a principal basis where the Investment Manager or any of its Affiliates sells assets to or purchases assets from the Issuer on terms and at prices that would be applicable to such transaction at an arm’s length basis with an independent third party.

  

 (f)         The Issuer hereby acknowledges and agrees that the counterparty to any (i) agency cross transactions with an advisory client for which the
 Investment Manager or its Affiliates serve as investment adviser and (ii) client cross transaction with another account advised by the Investment Manager, may, in each
 case, include a Person which is a collateralized loan obligation issuer or a preceding warehouse issuer of a collateralized loan obligation issuer.

  

 - 14 -

  

 Section 4.

 Additional Activities of the Investment Manager .

  

 (a)          The relationship between the Investment Manager and the Issuer as described in this Agreement permits the Investment Manager and its Affiliates

 to act in multiple capacities (i.e., act as principal or agent in addition to acting on behalf of the Issuer), and, subject only to the Investment Manager’s execution obligations set forth in Section 3 hereof and the Indenture, to effect
 transactions with or for the Issuer’s account in instances in which the Investment Manager and its Affiliates may have multiple interests.  In this regard the Issuer acknowledges that the Investment Manager
 and the Investment Manager Related Persons may have multiple proprietary, advisory, transactional and financial and other interests in other issuers of collateralized debt obligations that invest in assets of a similar nature to those of the Issuer,
 and in obligations, securities, instruments and companies that may be purchased, sold or held for the Issuer’s account.  The Investment Manager and its Affiliates may originate and invest in Managed Assets
 on behalf of themselves and their Affiliates and act and may act as manager of and/or as adviser to Clients in investment banking, financial advisory, asset management and other capacities related to
 instruments that may be purchased, sold or held on the Issuer’s behalf, and the Investment Manager and its Affiliates may originate obligations or securities that the Issuer may purchase, sell or hold
 subject to the provisions of this Agreement and of the Indenture.  The Investment Manager and its Affiliates may syndicate Collateral and/or act as agent for the
 lenders with respect to a Collateral acquired by the Issuer.  The Investment Manager expects in the future that it and/or its Affiliates will serve as
 Investment Manager, collateral servicer, investment advisor or sub-advisor for other loan financing vehicles, collateral loan obligation vehicles, structured finance vehicles, loan funds, loan separate account and the like.  At times, these
 activities and activities of the Investment Manager and/or its Affiliates for their own respective accounts may cause the Investment Manager or its Affiliates to take actions adverse to the interests of the Issuer.  The Investment Manager and/or Investment Manager Related Persons will, provided that it is not prohibited by regulatory requirements in the
 United States,  at certain times (a) be seeking to purchase or sell securities or obligations for the Issuer while simultaneously seeking to take the same or opposite action for themselves, or their other Clients and/or (b) take short positions or
 enter into short credit default swaps with respect to certain Collateral or obligors included in the Collateral; provided that the U.S. middle market direct
 lending team of the Investment Manager will not take short positions or enter into short credit default swaps with respect to certain Collateral Obligations during the term of the Indenture.  The Issuer
 understands that such actions may have an adverse impact on the market which the Investment Manager seeks to access on behalf of the Issuer.  The Investment Manager and/or Investment Manager Related Persons may give advice, and take action, with
 respect to any of their Clients or their respective proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Investment Manager’s advisory
 accounts (including the Issuer), and effect transactions for such Clients or their respective proprietary accounts at prices or rates that may be more or less favorable than the prices or rates applying to transactions effected for the Issuer.

  

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 (b)           The Issuer acknowledges that the ability of the Investment Manager and its Affiliates to
 effect or recommend transactions may be restricted by applicable regulatory requirements in the United States or elsewhere or by their internal policies designed to comply with such requirements.  As a result, there may be periods when the Investment
 Manager will not initiate or recommend certain types of transactions in certain obligations or securities on behalf of the Issuer.

  

 (c)          The Issuer acknowledges and agrees that, subject to applicable law, including the Investment Company Act, (i) the Investment Manager and any of its Affiliates may engage in any other
 business and furnish investment management and advisory services to others which may include, without limitation, serving as investment manager for, investing in, lending to, or being affiliated with, other entities organized to issue collateralized
 loan obligations secured by securities such as the Collateral Obligations, and other trusts and pooled investment vehicles that acquire interests in, provide financing to, or otherwise deal with securities issued by issuers that would be suitable
 investments for the Issuer; (ii) the Investment Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, that may be the same as or different from those effected on
 behalf of the Issuer, and the Investment Manager may furnish investment management and advisory services to others who may have investment policies similar or different to those followed by the Investment Manager with respect to the Issuer and who
 may own securities of the same class, or which are the same type as, the Collateral Obligations; and (iii) the Investment Manager or any of its Affiliates may act as the investment manager of other collateralized loan obligation transactions, other
 similar funds or pooled vehicles that have similar investment objectives, policies and restrictions as the Issuer. These and other future activities of the Investment Manager and any of its Clients and/or Affiliates may give rise to additional
 conflicts of interest. If a determination is made that the Issuer and another Client of the Investment Manager and/or any of its Affiliates should trade in the same securities on the same day, such securities will be allocated between the Issuer and
 other accounts in a manner that the Investment Manager or any of its Clients and/or Affiliates determine in accordance with applicable law and in accordance with the Investment Manager's allocation policy. Circumstances may occur in which an
 allocation could have adverse effects on the Issuer, the other Client or Affiliate with respect to the price or size of positions obtainable or saleable. Additionally, the Investment Manager and any of its Clients or Affiliates may at certain times
 be seeking simultaneously to purchase or dispose of investments for its respective account, the Issuer, any similar entity for which it serves as manager or advisor and for its Clients or Affiliates. In providing services to other Clients, the
 Investment Manager and any of its Clients and/or Affiliates may recommend activities that compete with or otherwise adversely affect the Issuer;

  

 (d)          Nothing herein shall prevent the Investment Manager and/or Investment Manager Related Persons from (1) acting as principal, agent or fiduciary for other Clients in connection with
 obligations or securities simultaneously held by the Issuer or of the type eligible for acquisition by the Issuer or limiting any relationships the Investment Manager and/or Investment Manager Related Persons may have with any obligor or issuer or
 any Collateral Obligations or (2) engaging, to the extent permitted by law and not prohibited by the Indenture, in its or their customary business, other businesses, or from rendering services of any kind to the Issuer and its Affiliates, the
 Trustee, the Holders of the Securities or any other Person or entity to the extent permitted by applicable law. Without prejudice to the generality of the foregoing, the Investment Manager and its clients and/or Affiliates and the partners, members,
 managers, shareholders, directors, officers, employees and agents of the Investment Manager and its clients and/or its Affiliates may, among other things, and subject to any limits specified by applicable law and in this Agreement and in the
 Indenture:

  

 - 16 -

  

 i.

 serve as managers, directors (whether supervisory or managing), officers, employees, trustees, partners, agents, nominees, or signatories for the Issuer, its Affiliates

 or any issuer or obligor of any obligations included in the Assets or their respective Affiliates, to the extent permitted by their Governing Instruments, as from time to time amended, or by any
 resolutions duly adopted by the Issuer, its Affiliates or any issuer or obligor of any obligations included in the Assets or their respective Affiliates,

 pursuant to their respective Governing Instruments; provided that nothing in this paragraph shall be deemed to limit the duties of the Investment Manager set forth in Section 2 ; provided   further that, in the reasonable business judgment of the Investment
 Manager, such activity will not have a material adverse effect on its management of the Assets taken as a whole;

  

 ii.

 receive fees for services of any nature rendered to the issuer or obligor of any obligations included in the Assets or their respective Affiliates;

  

 iii.

 subject to Section 30 and compliance with applicable law and the provisions of the Indenture, be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;

  

 iv.

 subject to Section 5 , be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates and be paid therefor;

  

 v.

 serve as a member of any "creditors’ board", "creditors’ committee" or similar creditor group with respect to any obligation included in the Assets which has become or, in the Investment Manager's reasonable
 judgment may become, a Defaulted Obligation; or

  

 vi.

 serve as collateral, portfolio or investment manager or investment adviser or sub-adviser for any other entity, including any entity organized to invest in or issue collateralized debt obligations or other
 structured products secured by bank loans and/or debt securities and in accordance with investment policies and objectives similar to those of the Issuer; provided, however, that the Investment
 Manager may act in any such capacity only to the extent such action would not cause or require the Issuer or the pool of Assets to become registered as an "investment company" under the Investment Company Act; and

  

 vii.

 subject to compliance with applicable law, Section 5 and the provisions of the Indenture, purchase any loan or security from, or sell any loan or security to, the Issuer while acting in the capacity
 of principal or agent, for fair market value (or as may be otherwise expressly required in the Transaction Documents (but in no event for less than fair market value)).

 - 17 -

 It is understood that the services of the Investment Manager to the Issuer are not to be deemed exclusive, and the Investment Manager and any of its Affiliates

 shall be free to engage in any other business and render investment management or advisory services to others, including Affiliates and other Persons which may
 (i) have investment policies that differ from or are substantially similar to those followed by the Investment Manager with respect to the Assets on behalf of the Issuer as required by the Indenture and (ii) own loans or securities of the same class,
 or which are the same type, as the Collateral Obligations, Equity Securities, Loss Mitigation Loans or Eligible Investments owned by the
 Issuer or other loans or securities of the issuers or obligors of such Collateral Obligations, Equity Securities, Loss Mitigation Loans and
 Eligible Investments; provided that such activity would not cause or require the registration of the Issuer or the pool of Assets as an "investment company" under the Investment Company Act. The Investment
 Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets, subject to Section 5
 and Section 7 . The Investment Manager may purchase or sell securities and obligations for the accounts of its clients without requiring or precluding the purchase or sale of such
 securities and obligations for the account of the Issuer. As a result, the Investment Manager may compete with the Issuer for appropriate investment opportunities and will be under no duty or obligation to share such investment opportunities with the
 Issuer.

  

 The Issuer will participate in all investments selected by the Investment Manager that are appropriate for the Issuer’s investment program in accordance with the investment allocation policies of the
 Investment Manager, which policies are intended to ensure that investment opportunities are allocated fairly and consistently among applicable client accounts over time. The Investment Manager may change its allocation policies and other guidelines
 relating thereto from time to time without the consent of or notice to the Issuer or Holders of the Securities. To the extent the investment programs of the Issuer and the other applicable client accounts of the Investment Manager change and develop
 over time, additional issues and considerations may affect such policies and the expectations of the Investment Manager with respect to the allocation of investment opportunities to the Issuer and the other client accounts of the Investment Manager.
 In addition, the allocation of investment opportunities to the Investment Manager’s client accounts other than the Issuer may present inherent conflicts of interest as set forth in Section 5 , as competing investment objectives or investment
 time frames, for instance, among such client accounts and the Issuer may arise. Certain business units of the Investment Manager or one of its Affiliates may have separate allocation policies that differ from the policy applicable for the Issuer, and
 such other business units’ client accounts may face the Issuer in the marketplace.

  

 The Investment Manager, its Affiliates and their employees may trade for their own account in securities and other instruments suitable for the Issuer only if such transactions are consistent with
 applicable law and the Investment Manager’s securities transactions policy.

  

 No funds, securities or property of the Issuer will be commingled by the Investment Manager with the property of any other fund or person.

  

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 (e)          The Issuer acknowledges and agrees that:

  

 (i)      the Investment Manager and/or its Affiliates have proprietary interests in, and may
 manage or advise, accounts or investment funds that have investment objectives similar or dissimilar to those of the Issuer and/or that engage in transactions in the same types of securities, obligations and investments as the Issuer, and as a
 result may compete with the Issuer for appropriate investment opportunities;

 (ii)    issuers or obligors of securities or obligations held by the Issuer may have publicly or privately traded securities or
 obligations, including securities or obligations that are senior to, or have interests different from or adverse to, the securities that are pledged to secure the Loans, in which the Investment Manager and/or
 its Affiliates may be an investor or may make a market;

 (iii)    the trading activities of the Investment Manager and/or its Affiliates generally
 are carried out without reference to positions held by the Issuer and may have an effect on the value of the positions so held, or may result in the Investment Manager and/or its Affiliates having an
 interest in the applicable obligor or issuer adverse to that of the Issuer;

 (iv)     the Investment Manager and/or its Affiliates may create, write or issue derivative
 instruments with respect to which the underlying obligations or securities may be those in which the Issuer invests;

 (v)      the Investment Manager and/or its Affiliates may obtain and keep any profits,
 commissions and fees accruing to them in connection with their activities as agent or principal in transactions for the Issuer’s account and other activities for themselves and other Clients and their own accounts, and the Investment Manager’s
 fees as set forth in this Agreement shall not be abated thereby.

 It is understood that, to the extent permitted by applicable law and Section 5 , the Investment Manager, its Affiliates, and any manager, officer, director,
 stockholder, or employee of the Investment Manager or any such Affiliate or any member of their families or a Person advised by the Investment Manager may have an
 interest in loans or securities of the same kind or class, or loans or securities of a different kind or class of the same issuer or obligor, as those whose purchase or sale the Investment Manager may direct hereunder.

  

 Unless the Investment Manager determines in its reasonable judgment that such purchase or sale is appropriate, the Investment Manager may refrain from directing the purchase or sale hereunder of
 loans or securities issued by (i)  Persons of which the Investment Manager, its Affiliates or any of its or their managers, officers, directors or employees are
 managers, directors or officers, (ii)  Persons for which the Investment Manager or any of its Affiliates act as financial adviser or underwriter or (iii)  Persons about which the Investment Manager or any of its Affiliates have information which the Investment Manager deems confidential or non-public or otherwise might
 prohibit it from trading such loans or securities in accordance with applicable law. Except to the extent required by the Indenture or this Agreement, the Investment Manager shall not be obligated to pursue any particular investment strategy or
 opportunity with respect to the Assets.

  

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 (f)          In connection with their activities with the Investment Manager, the Issuer understands that the directors, officers and employees of the Investment Manager or any of its Affiliates (the “ Personnel ”) may receive information regarding the Investment Manager’s proposed activities or activities or proposed activities of any obligor or any issuer of securities that is not
 generally available to the public.  However, there will be no obligation on the part of such Personnel to make available for use by advisory accounts any information or strategies known to them or developed in connection with their advisory,
 proprietary or other activities.  In addition, the Investment Manager will be under no obligation to make available any research or analysis prior to its public dissemination.  Furthermore, the Investment Manager shall have no obligation to recommend
 for purchase or sale by the Issuer any obligation or security that the Investment Manager or its Personnel may purchase for themselves or for any other Clients.  The Issuer understands that the policies of the Investment Manager or of its Affiliates are such that certain Personnel may have or obtain information that, by virtue of such internal policies relating to confidential communications, cannot or may not be used by the Investment Manager
 on behalf of the Issuer.  In addition, the Investment Manager and Investment Manager Related Persons, in connection with their other business activities, may acquire material non-public confidential information that may restrict the Investment
 Manager from purchasing obligations or securities or selling obligations or securities for itself, for its Affiliates or for its Clients (including the Issuer) or otherwise using such information for the
 benefit of itself, its Affiliates or its Clients.  The Investment Manager shall have no obligation to seek to obtain any material non-public information about any obligor or any issuer, and will not effect
 transactions for the Issuer on the basis of any material non-public information as may come into its possession.

  

 (g)          The Issuer acknowledges and agrees that, although the officers and employees of the Investment Manager or of its Affiliates will devote as much time to the Issuer as the Investment
 Manager determines appropriate to perform its duties hereunder, the professionals providing services to the Investment Manager are and will be committed to providing investment advisory services and engaging in other business ventures in which the
 Issuer has no interest. As a result of these separate business activities, the Investment Manager may have conflicts of interest in allocating management time, services and functions among the Issuer and other business ventures or Clients;

  

 (h)          On the Closing Date, the Retention Holder, BlackRock DLF-C 2026, LLC, a fund managed by the Investment Manager, will acquire and hold 100% of the LLC Interests. In addition, the
 Investment Manager and its Affiliates and funds or accounts managed by them may at times own additional Notes of other Classes. Subject to compliance with the Retention Requirements and its obligations in its capacity as Retention Holder, none of the
 Investment Manager or its Affiliates or any account or fund managed by the Investment Manager or its Affiliates has any obligation to retain any of the Notes and may sell all or any of the Notes at any time and from time to time. The ownership of
 this Notes may create potential and/or actual conflicts of interest between the Investment Manager and/or its Affiliates and/or any account or fund managed by the Investment Manager or its Affiliates on the one hand and other investors in the Notes
 on the other hand.

  

 If the Issuer is requested to join, or is otherwise included in, a class of a class action suit and the Investment Manager has actual knowledge of such request or inclusion, the Investment Manager
 may, on behalf of the Issuer, determine whether it is practical to opt in or out of such class action suit.

  

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 If  the Issuer becomes a member of a class in a class action suit or is otherwise involved in litigation (other than in connection with exercising or enforcing the Issuer's rights or remedies with
 respect to a Collateral Obligation, Eligible Investment, Loss Mitigation Loan or Equity
 Security), the Investment Manager shall have no obligation to monitor such class action suit or other litigation.

  

 For the avoidance of doubt, the Investment Manager shall have no obligation with respect to the designation or distribution of proceeds received by the Issuer or the  termination of the Issuer’s
 involvement in any class action suit or other litigation at such time that the Notes are no longer outstanding.

  

 Notwithstanding the Standard of Care, neither the Investment Manager nor any of its Affiliates shall have any liability in respect of any action taken (or not taken) or determination made (or not
 made) in relation to any class action suit or other litigation.

  

  

 Section 5.

 Conflicts of Interest

 In certain circumstances, the interests of the Issuer and the Holders of the Securities with respect to matters as to which the Investment Manager is advising the Issuer may conflict with the
 interests of the Investment Manager or of its Affiliates.  The Issuer hereby acknowledges that various potential and actual conflicts of interest may exist with respect to the Investment Manager and/or its Affiliates as described in this Agreement; provided that nothing in this Section 5 shall be construed as altering the duties of the Investment Manager as set forth herein, in the Indenture or other Transaction Documents (as applicable) or under
 applicable law.

  

 (a)          In addition to the requirements of the Indenture, the Investment Manager shall not direct the Trustee to engage in any transaction to effect direct trades between the Issuer and the
 Investment Manager or any of its Affiliates, acting as principal (other than an agency cross transaction between the Issuer and an Affiliate of the Investment Manager that is permitted under Section  5(b) ) that requires the Issuer's consent pursuant to Section 206(3) of the Advisers Act and the rules and regulations promulgated thereunder without, subject to applicable law, disclosure
 to, and prior consent on behalf of the Issuer provided by, (i) the independent manager of the Issuer, which may, if so authorized by such independent manager, act through any independent review party of the Issuer who is not affiliated with the Investment Manager or any Affiliate of the Investment Manager or (ii) at the election of the Investment Manager, either (1) a
 Majority of the LLC Interests, disregarding any Investment Manager Securities (or, if all of the LLC Interests are so disregarded, a Majority of the most senior Class
 of Securities that is not comprised entirely of Investment Manager Securities and disregarding any Investment Manager Securities of such Securities) or (2) another person or persons, to the extent such consent is permitted pursuant to then applicable
 law.

  

 - 21 -

 (b)           The Investment Manager shall not direct the Trustee to purchase any Collateral Obligation or Eligible Investment for inclusion in the Assets from any account or portfolio for which the Investment Manager or its Affiliates serve as investment adviser, or direct
 the Trustee to sell any Assets to any account or portfolio for which the Investment Manager or its Affiliates serve as investment adviser unless such transaction is effected in compliance with all applicable requirements under the Advisers Act.  The
 Investment Manager shall not direct the Trustee to engage in any agency cross transaction for the Issuer that requires the Issuer's consent pursuant to Section 206(3) of the Advisers Act and the rules and regulations promulgated thereunder unless
 such transaction is effected in compliance with Rule 206 (3)-2 under the Advisers Act.  For purposes of this clause (b) , an "agency cross transaction for the Issuer" has the meaning
 assigned in Rule 206(3)-2(b) under the Advisers Act to the term "agency cross transaction for an advisory client".  The Investment Manager hereby advises the Issuer that with respect to agency cross transactions, the Investment Manager, its
 Affiliates or any other person relying on Rule 206 (3)-2 will act as broker for, receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding
 both parties to such transactions . The Issuer hereby gives its written consent prospectively authorizing the Investment Manager, its Affiliates and any other person relying on Rule 206 (3)-2 to effect agency cross transactions for the Issuer; provided that, to the extent required by law, such transaction will be reviewed and consented
 to on behalf of the Issuer in the same manner as principal transactions as described in Section 5(a) .  Such consent may be revoked at any time by written notice from the Issuer or an independent manager on behalf of the Issuer (as
 contemplated in Section 5(a)(i) ) to the Investment Manager or such other person relying on Rule 206 (3)-2, as applicable.  To the
 extent that the Issuer's consent with respect to any particular transaction is required by law, no such transaction may be effected except in compliance with the provisions of Section 5(a) .  The Investment Manager shall (and shall use
 commercially reasonable efforts to cause any other person relying on Rule 206 (3)-2 under the Advisers Act with respect to agency cross transactions for the Issuer to) provide to the Issuer the
 reports specified in Rule 206(3)-2(a)(3) under the Advisers Act.

  

 (c)           The Investment Manager is hereby authorized to engage in "client cross"
 transactions in which the Investment Manager causes a transaction to be effected between the Issuer and another account advised by the Investment Manager without the Investment Manager or any of its Affiliates receiving any compensation for such
 transaction.  Client cross transactions enable the Investment Manager to purchase or sell a block of securities for the Issuer at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with
 such purchase or sell order.  The Investment Manager agrees that it will conduct such client cross transactions in a manner that is intended to be fair and equitable to the clients involved.  The Investment Manager, its agents and advisors or their
 respective Affiliates may have a potentially conflicting division of loyalties and responsibilities regarding any principal transaction, agency cross transaction or client cross transaction.  Transactions between the Issuer and another account for
 which the Investment Manager is acting in the capacity of investment manager will generally be treated as "client cross" transactions and not principal transactions unless the Investment Manager has a proprietary interest in such other account that
 is so significant that the transaction must be treated as a principal trade under applicable law.

  

 (d)          Prior to the execution of any transaction described in, and permitted by, Section 5(a) or Section  5(b), the
 Investment Manager shall use commercially reasonable efforts to ensure that the terms thereof are substantially as advantageous to the Issuer as the terms the Issuer would obtain in a comparable arm's-length transaction with a non-Affiliate and that
 the transaction is in compliance with all applicable requirements under the Advisers Act.  Should a conflict of interest actually arise, the Investment Manager agrees that it will endeavor to ensure that it is resolved fairly to the extent possible
 under the prevailing facts and circumstances.

  

 - 22 -

 (e)          The Investment Manager has advised the Issuer that on the Closing Date the Retention Holder, BlackRock DLF-C 2026, LLC, will acquire 100% of the LLC Interests. In addition, the
 Investment Manager and its Affiliates and funds or accounts managed by them may at times own additional Securities.  Clients of the Investment Manager, other employees, and other affiliates of the Investment Manager may also acquire and hold the
 Securities or a portion of the Securities from time to time after the Closing Date.  The Investment Manager may rebate, defray or otherwise provide an accommodation with respect to the Investment Management Fees attributable to any such clients or
 employees or other clients, employees or Affiliates that invest in the Securities from time to time.  In certain circumstances, the interests of the Issuer and/or the Holders of the Securities with respect to matters as to which the Investment
 Manager is advising the Issuer may conflict with other interests of the Investment Manager.  The Issuer hereby acknowledges and consents to various potential and actual conflicts of interest that may exist with respect to the Investment Manager as
 described above; provided, however, that nothing in this Section 5 shall be construed as altering the duties of the Investment Manager as set forth in this Agreement or in the Indenture. In addition, the Investment Manager may arrange for the
 Issuer to acquire professional liability insurance coverage for the benefit of the Issuer and its directors.  Premiums for such coverage shall be payable as Administrative Expenses under the Priority of Payments, or, if the Investment Manager pays
 such premiums, such amounts shall be reimbursed by the Issuer to the extent funds are available therefor in accordance with and subject to the limitations contained in the Indenture (including the Priority of Payments).  To the extent such fees,
 costs and expenses are incurred for the account or benefit of more than one client or account of the Investment Manager (each, an " Investment Manager Client "), (1) if such amounts relate to a specific, consummated investment, each Investment
 Manager Client will typically bear an allocable portion of any such amount pro rata based on the size of its investment (or based upon such other non-pro rata manner as the Investment Manager determines, in its sole discretion, to be fair and
 reasonable) and (2) if such amounts do not relate to a specific investment, each Investment Manager Client will typically bear an allocable portion of any such amounts based on such criteria as the Investment Manager determines, in its sole
 discretion, to be fair and reasonable. Notwithstanding the foregoing, the Investment Manager may in the future develop policies and procedures to address the allocation of expenses that differ from its current practice.

  

 (f)          If, at any time, the Investment Manager is not an investment adviser registered under the Advisers Act, the provisions of this Section 5 will nonetheless apply to the Investment
 Manager as if it were such a registered investment adviser.

  

  

 Section 6.

 Records; Confidentiality

 (a)          The Investment Manager shall maintain appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for
 inspection by a representative of the Issuer, the Trustee, the Holders of the Securities and the independent accountants appointed by the Issuer pursuant to the Indenture upon prior written notice and at a time acceptable to the Investment Manager in
 its reasonable judgment during normal business hours.  At no time will the Investment Manager make a public announcement that would violate applicable federal securities laws or regulations absent the registration of the Notes under Section 5 of the
 Securities Act or cause the offering and initial sale of the Notes to fail to be entitled to exemption under Section 4(a)(2) of the Securities Act or the Issuer to fail to be exempted from registration as an investment company under Section 3(c)(7)
 or 7(d) of the Investment Company Act.

  

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 (b)          The Investment Manager shall not be required to disclose to any of the Holders of the Securities or the Trustee the contents of any notice it receives pursuant to the Collateral Obligations or related Underlying Instruments.  In particular, the Investment Manager shall not have any obligation to keep any of
 these parties informed as to matters arising in relation to any Collateral Obligations, except with respect to certain information required to be reported under this Agreement and the Indenture. 
 The Holders of the Securities and the Trustee shall not have any right to inspect any records relating to the Collateral Obligations, and the Investment Manager shall not be obligated to disclose
 any further information or evidence regarding the existence or terms of, or the identity of any obligor on, any Collateral Obligations, unless (i) specifically required by this Agreement or the
 Indenture or (ii) following its receipt of a written request from the Collateral Administrator or the Trustee, the Investment Manager in its sole discretion determines that the disclosure of such further information or evidence regarding the
 existence or terms of, or the identity of any obligor on, any Collateral Obligation to the Collateral Administrator or the Trustee would not be prohibited by applicable law or the Underlying Instruments relating to such Collateral Obligation, in which case the Investment Manager will disclose such further information or
 evidence to the Collateral Administrator or the Trustee.  Furthermore, the Investment Manager may, with respect to any information that it elects to disclose, demand that Persons receiving such information
 execute confidentiality agreements before being provided with the information.

  

 (c)          Notwithstanding anything herein to the contrary, the Investment Manager (and each employee, representative, or other agent of the Investment Manager) may disclose to any and all other
 persons, without limitations of any kind, the tax treatment and tax structure of the transactions described herein and all materials of any kind (including opinions or other tax analyses) that are provided to the Investment Manager relating to such
 tax treatment and tax structure.  However any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent reasonably necessary to comply with applicable federal or state securities law.  For
 purposes of this paragraph, the terms "tax treatment" and "tax structure" have the meanings given to such terms under Treasury Regulations Section 1.6011-4(c) and applicable state and local law.

  

 (d)          Nothing in this Agreement prohibits or restricts any party or its affiliates, employees or agents from communicating about possible violations of securities law or regulation directly to
 any governmental agency or entity, any self-regulatory organization, or any law enforcement authority to the extent such communication is protected under whistleblower provisions of the applicable laws or regulations.

  

 - 24 -

  

 Section 7.

 Actions of the Investment Manager

 The Investment Manager shall not take any action that, in its judgment, subject to the Standard of Care, would (i) materially adversely affect the status of the Issuer for purposes of United States
 federal or state law or other law that, in its judgment, subject to the Standard of Care, is applicable to the Issuer, (ii) if taken on behalf of the Issuer, not be permitted by the Issuer’s Governing Instruments, copies of which the Investment
 Manager acknowledges it has received, (iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions that would violate
 United States federal, state or other applicable securities law, the violation of which would have a Material Adverse Effect, (iv) require registration of
 the Issuer or the pool of Assets as an "investment company" under the Investment Company Act, or (v) cause the Issuer to violate any provision of the Indenture or any other Transaction Document to which the Issuer is a party, in each case in any
 material respect (provided that, in and of itself, failure of the Issuer to satisfy any Coverage Tests (except to the extent provided in Section 5.1(g) of the Indenture) shall not be considered such a violation).  If the Investment Manager is
 ordered to take any such action on behalf of the Issuer, the Investment Manager shall promptly notify the Issuer and the Trustee of the Investment Manager’s judgment that such action would, in its reasonable business judgment, have one or more of
 the consequences set forth above and need not take such action, unless the Issuer again requests the Investment Manager to do so and both its board of managers and a Majority

 of the Controlling Class has consented thereto in writing.  Notwithstanding any such request, the Investment Manager need not take such action unless
 arrangements reasonably satisfactory to it are made to insure or indemnify the Investment Manager, its partners, members, managers, stockholders, directors, officers, employees, professional advisors and agents from any liability and expense it may
 incur as a result of such action.  Neither the Investment Manager nor its partners, members, managers, stockholders, directors, officers, employees, professional advisors or agents shall be liable to the Issuer or any other Person, except as provided in Section 10 .  Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance provided for in this Section

 7 , Section 10 or Section 14 shall be payable out of the Assets in accordance with the Priority of Payments set forth in the Indenture and it is acknowledged that indemnification or
 insurance arrangements provided for in this Section 7 , Section 10 or Section 14 may not be reasonably satisfactory if the Person who would benefit therefrom does not expect sufficient funds may be available pursuant to the Priority of Payments of the Indenture to satisfy all contingencies.  The Investment Manager covenants that it shall
 comply in all material respects with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement, the Indenture and the other Transaction Documents.  Notwithstanding anything in this Agreement or
 the Indenture, the Investment Manager shall not intentionally take any action that it knows or should be reasonably expected to know would cause a Default or an Event of Default under the Indenture.

  

  

 Section 8.

 Compensation and Expenses

 (a)          As compensation for the performance of its obligations as Investment Manager, the Investment Manager will be entitled to receive a fee on each Payment

 Date (in accordance with the Priority of Payments), which will consist of the Subordinated Investment Management Fee and the Senior Investment Management Fee (the " Investment Management Fee "). The Senior Investment Management Fee will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.00% per annum of the Fee Basis Amount determined on such Interest Determination Date; provided that the Senior Investment Management Fee payable on any Payment Date shall not include any such fee (or any portion thereof) that has been waived or deferred by the Investment Manager.

  

 - 25 -

 The Subordinated Investment Management Fee the (" Subordinated Investment Management Fee ") will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual
 Period), in an amount equal to 0.00% per annum of the Fee Basis Amount determined on such Interest Determination Date; provided that the Subordinated Investment
 Management Fee payable on any Payment Date shall not include any such fee (or any portion thereof) that has been waived or deferred by the Investment Manager.

  

 The Investment Management Fee is payable on each Payment Date in accordance with the Priority of
 Payments only to the extent that sufficient Interest Proceeds or Principal Proceeds are available.  To the extent it is not paid on any Payment Date
 when due, the Senior Investment Management Fee and the Subordinated Investment Management Fee will be deferred and will be payable on subsequent Payment Dates on which any funds are available therefor in
 accordance with the Priority of Payments, without interest.

  

 (b)          The Investment Manager may, in its sole discretion (but shall not be obligated to), elect to waive all or any portion of the Investment Management Fee payable to the Investment Manager
 on any Payment Date.  Any such election shall be made by the Investment Manager by delivering written notice thereof to the Trustee no later than the Determination Date immediately prior to such Payment Date.  Any election to waive all or any portion of the Investment Management Fee may also be made by written standing instructions to the Trustee; provided that

 such standing instructions may be rescinded by the Investment Manager in writing at any time except during the period between a Determination Date and Payment Date. The Issuer shall notify the Trustee and the Holders if the Retention Holder Condition
 is not satisfied on the Interest Determination Date related to any Interest Accrual Period.

  

 In addition, the Investment Manager may, in its sole discretion (but shall not be obligated to), elect to defer payment of any or all of its Senior Investment Management Fee or Subordinated
 Investment Management Fee otherwise due and payable on any Payment Date (respectively, the " Current Deferred Senior Investment Management Fee " and the “ Current Deferred Subordinated Investment
 Management Fee ” and, collectively, the “ Current Deferred Investment Management Fee ”).  Any such election shall be made by the Investment Manager by delivering written notice thereof to the Trustee no later than the Determination Date
 immediately prior to such Payment Date.  Any Current Deferred Senior Investment Management Fee for such Payment Date will be distributed as Interest Proceeds
 or, at the option of the Investment Manager, as Principal Proceeds.  Any Current Deferred Subordinated Investment Management Fee for such Payment Date will be distributed as Interest Proceeds or, at the
 option of the Investment Manager, as Principal Proceeds. After such Payment Date, any Current Deferred Senior Investment Management Fee will be added to the cumulative amount of the Senior Investment
 Management Fee which the Investment Manager has elected to defer on prior Payment Dates and which has not been repaid (the " Cumulative Deferred Senior Investment Management Fee "). After such Payment
 Date, any Current Deferred  Subordinated Investment Management Fee will be added to the cumulative amount of the Subordinated Investment Management Fee which the Investment Manager has elected to defer on prior Payment Dates and which has not been
 repaid (the “ Cumulative Deferred Subordinated Investment Management Fee " and, together with the Cumulative Deferred Senior Investment Management Fee, the " Cumulative Deferred Investment Management Fee ").  Any Cumulative Deferred Senior
 Investment Management Fee or Cumulative Deferred Subordinated Investment Fee will be payable, without interest, on any subsequent Payment Date at the election of the Investment Manager by written notice to
 the Trustee no later than the related Determination Date to the extent funds are available for such purpose in accordance with the Priority of Payments.  Any election to defer the Investment
 Management Fee may also be made by written standing instructions to the Trustee; provided that such standing instructions may be rescinded by the Investment Manager by notice at any time.

  

 - 26 -

 (c)          If this Agreement is terminated pursuant to Sections 12 and 13 or if the Investment Manager otherwise resigns, is removed or assigns this
 Agreement, the Senior Investment Management Fee and the Subordinated Investment Management Fee shall be prorated for any partial periods between Payment Dates during which this Agreement was in effect.

  

 (d)          The Issuer will reimburse the Investment Manager for expenses including fees and out-of-pocket expenses reasonably incurred by the Investment Manager in connection with services provided
 under this Agreement with respect to (a) legal advisers, consultants, rating agencies, accountants, brokers and other professionals retained by the Issuer or the Investment Manager (on behalf of the Issuer), (b) asset pricing and asset rating
 services, compliance services and software (including AI and other software assisting in portfolio compliance obligations and credit documentation analyses, among other uses), and accounting, programming and data entry services directly related to
 the management of the Assets, (c) all Taxes (not based on the income of the Investment Manager), insurance premiums or expenses, (d) any and all costs and expenses incurred in connection with the acquisition, disposition of investments on behalf of
 the Issuer (whether or not actually consummated) and management thereof, including attorneys' fees and disbursements, (e) any fees, expenses or other amounts payable to the Rating Agency, (f) any extraordinary costs and expenses incurred by the
 Investment Manager in the performance of its obligations under this Agreement and the Indenture, (g) any expenses related to compliance with Rule 17g-5 under the Exchange Act, (h) any out of pocket expenses incurred by the Retention Holder in
 connection with complying with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements in relation to the transactions contemplated in the Transaction Documents (including costs of legal counsel and expenses incurred in connection with
 compliance obligations under any Refinancing, Re-Pricing, additional issuance of Securities or other amendment to the Indenture and any investigation therein but excluding any expenses incurred in connection with acquiring Securities, or financing
 such acquisition, in order to comply with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements) (the " Risk Retention Expenses "), (i) all expenses and fees charged or specifically attributed or allocated by the Investment
 Manager or its Affiliates to provide in-house administrative (including, without limitation,  loan settlement services), accounting (including tax services), financial reporting, valuation, client services, legal, investment and fund structuring,
 provision of money laundering reporting officer and related services, hedging and currency management and transfer pricing services to the Issuer, any investment or co-investment vehicle of the Investment Manager, and expenses, charges and/or related
 costs incurred by the Issuer , any investment or co-investment vehicle of the Investment Manager or its Affiliates in connection with providing such services including, without limitation, compensation (provided that the Investment Manager determines
 in good faith that any such expenses, charges or related costs referenced in this clause (i) are comparable to what would be paid to an unaffiliated third party for substantially similar services) and (j) as otherwise agreed between the Investment
 Manager and a Majority of the LLC Interests.  The Issuer shall be obligated to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Issuer's and Trustee's
 respective right, title and interest in and to the Assets (including, without limitation, the security interests provided for in the Indenture).  The fees and expenses payable to the Investment Manager on any Payment

 Date are payable pursuant to the Priority of Payments. For the avoidance of doubt, on the Closing Date, the Investment Manager shall be reimbursed by the Issuer for any of its expenses incurred in
 connection with the organization of the Issuer, the acquisition of the initial Collateral Obligations and the offering and issuance of the Securities (including, without limitation, reasonable and documented legal fees and expenses).

  

 - 27 -

  

 Section 9.

 Standard of Care; Benefit of the Agreement

 Except as may otherwise be expressly provided in this Agreement or the Indenture, the Investment Manager shall in rendering its services as Investment Manager use a degree of skill and attention no
 less than that which the Investment Manager and each of its Affiliates exercises with respect to comparable assets that it manages for itself and for others having similar investment objectives and restrictions in accordance with its existing
 practices and procedures relating to assets of the nature and character of the Assets, except as expressly provided otherwise in this Agreement or the Indenture (such standard of care, the " Standard of Care ").  To the extent not inconsistent
 with the foregoing, the Investment Manager shall follow its customary policies, standards and procedures in performing its duties under this Agreement.

  

  

 Section 10.

 Limits of Investment Manager Responsibility

 (a)          In rendering the services called for hereunder and under the terms of the Indenture applicable to the Investment Manager, the Investment Manager assumes no responsibility under this
 Agreement, the Indenture, the Collateral Administration Agreement or any other agreement or instrument executed in connection herewith or therewith other than to perform its duties and obligations hereunder and thereunder and, except as set forth in
 the next sentence, shall not be responsible for any action or inaction of the Issuer, the Trustee, the Collateral Administrator, the Holders of the Securities or any beneficial interests therein, or any other Person

 in following or declining to follow any direction or advice of the Investment Manager.  The Investment Manager will not be liable to the Issuer, the Trustee, any Holder, the Placement Agent, any of their respective Affiliates, or related persons or
 any other Persons for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgments, assessments, settlement, cost, or other expense (including attorneys' fees and
 expenses and court costs) arising out of or with respect to any investment or for any other act or omission in the performance of the Investment Manager's obligations under or in connection with this Agreement or the terms of any other Transaction
 Document applicable to the Investment Manager or any other agreement entered into by the Investment Manager in connection with the issuance of the Notes, incurred as a result of actions taken or recommended or for any omissions of the Investment
 Manager or any of its related persons, or for any decrease in the value of the Assets, except, unless otherwise expressly provided herein or in the Indenture, for liability to which the Investment Manager would be subject (i) by reason of acts or
 omissions constituting bad faith, willful misconduct or gross negligence in the performance of its duties under this Agreement and under the terms of the Indenture or (ii) caused by an untrue statement of a material fact or omission to state a
 material fact necessary, as of the date of the Offering Circular and as of the Closing Date, in order to make the statements included in the Investment Manager Information, in light of the circumstances in which they were made, not misleading, in
 each case under clauses (i) and (ii), as determined by a court of competent jurisdiction in a final, non-appealable judgment (the preceding clauses (i) and (ii) collectively referred to as " Investment Manager Breaches ").  The Investment
 Manager shall not have any liability with respect to the determination of a Fallback Rate or  any determination related to a Benchmark Replacement, including, without limitation, the determination of a Benchmark Replacement, the selection of any
 Benchmark Replacement Adjustment, the determination of any Benchmark Replacement Conforming Changes, the determination of an ISDA Fallback Adjustment, an ISDA Fallback Rate or the determination of any Fallback Rate. The Investment Manager and any of
 its Affiliates may consult with counsel, independent accountants or any other experts selected by them and shall not be liable for any action taken or omitted to be taken in accordance with their advice.

  

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 (b)          (i)          The Issuer shall indemnify and hold harmless on an after-tax basis (the Issuer in such case, the " Indemnifying Party ") the Investment Manager, its Affiliates, each
 member of the Investment Committee and their respective Related Persons (each, an " Indemnified Party ") from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, " Losses ") and
 will promptly reimburse each such Indemnified Party for all reasonable fees and expenses incurred by an Indemnified Party with respect thereto (including reasonable fees and expenses of counsel) (collectively, " Expenses ") arising out of or in
 connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact contained in the Offering Circular, or omission or alleged omission to state therein
 a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, other than the Investment Manager Information), the transactions contemplated by the Offering Circular, the Indenture or the Collateral Administration Agreement, this Agreement or any other agreement entered into by the Investment Manager in connection with the issuance of the Notes and
 any acts or omissions of any such Indemnified Party; provided that such Indemnified Party will not be indemnified for any Losses or Expenses incurred as a result of any act or omission by such Indemnified Party that constitutes an Investment Manager
 Breach.

  

 (ii)          If for any reason the indemnity provided for in this Section 10 is unavailable, then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified
 Party as a result of any Losses in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other hand.

  

 (c)          An Indemnified Party shall (or, with respect to the Investment Manager’s partners, members, managers, stockholders, directors, officers, employees and agents, the Investment Manager
 shall cause such Indemnified Party to) within ten (10) Business Days of receiving notice thereof, notify the Indemnifying Party if the Indemnified Party receives a complaint, claim, compulsory process or
 other notice of any loss, claim, damage or liability giving rise to a claim for indemnification under this Section 10 , but failure to so notify the Indemnifying Party or to comply with Section 10 shall not relieve such Indemnifying
 Party from its obligations under paragraph Section 10(b) unless and to the extent that such failure results in the forfeiture by the Indemnifying Party of substantial rights and defenses.

  

 - 29 -

 (d)          With respect to any claim made or threatened against an Indemnified Party, or compulsory process or request served upon such Indemnified Party for which such Indemnified Party is or may
 be entitled to indemnification under this Section 10 , such Indemnified Party shall (or with respect to the Investment Manager’s partners, members, managers, stockholders, directors, officers, employees and agents, the Investment Manager shall
 cause such Indemnified Party to):

  

 (i)       at the Indemnifying Party’s expense, provide the Indemnifying Party with such information and cooperation with respect to such
 claim as the Indemnifying Party may reasonably require, including, but not limited to, making appropriate personnel available to the Indemnifying Party at such reasonable times as the Indemnifying Party may request;

 (ii)      at the Indemnifying Party’s expense, cooperate and take all such steps as the Indemnifying Party may reasonably request to
 preserve and protect any defense to such claim;

 (iii)     in the event suit is brought with respect to such claim, upon reasonable prior notice, afford to the Indemnifying Party the
 right, which the Indemnifying Party may exercise in its sole discretion and at its expense, to participate in the investigation, defense and settlement of such claim, and, to the extent that it shall wish, to assume the defense thereof, with
 counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its
 election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party, in
 connection with the defense thereof unless such Indemnified Party reasonably determines that counsel selected by the Indemnifying Party has a conflict of interest due to conflicting interests of the Indemnifying Party and the Indemnified Party,
 in which case such Indemnifying Party shall pay the reasonable fees and disbursements of one additional counsel selected by the Indemnified Party (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in
 connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; and

 (iv)     neither incur any material expense to defend against nor release or settle any such claim or make any admission with respect
 thereto (other than routine or incontestable admission or factual admissions the failure to make that could expose such Indemnified Party to (A) unindemnified liability or (B) any liability in respect of which, in the good faith determination of
 such Indemnified Party, the Indemnifying Party is unlikely to have sufficient funds available to indemnify the Indemnified Party in full (taking into account (where the Indemnifying Party is the Issuer) the Priority of Payments set forth in the
 Indenture)) without the prior written consent of the Indemnifying Party; provided that the Indemnifying Party shall have advised such Indemnified Party that such Indemnified Party is entitled to be
 indemnified hereunder with respect to such claim.

 - 30 -

 (e)          No Indemnified Party shall, without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, settle or compromise any claim giving rise to a
 claim for indemnity hereunder, or permit a default or consent to the entry of any judgment in respect thereof; provided that such Indemnified Party shall not be required to seek or obtain such consent if it
 determines in good faith, that the Indemnifying Party is unlikely to have sufficient funds available to indemnify it in full, taking into account (where the Indemnifying Party is the Issuer) the Priority of Payments set forth in the Indenture.

  

 (f)          No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim
 giving rise to a claim for indemnity hereunder if such settlement includes a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an Indemnified Party.

  

 (g)          In no event shall the Investment Manager or the Issuer be liable to (and shall not indemnify) the other party or any other Person for any
 indirect, special, consequential (including loss of profit, loss of turnover or loss of business) or punitive damages or losses under this Agreement, the Indenture or the Collateral Administration Agreement.  In no event shall there be any recourse
 to the Investment Manager with respect to any of the Securities, or with respect to the Securities or other obligations of the Issuer secured by the Assets or otherwise.

  

 (h)          The Issuer acknowledges that the Investment Manager may from time to time direct or otherwise utilize (a) an escrow settlement service or (b) an account provided by an affiliate of the
 Investment Manager or third party and acting on behalf of the managed accounts of the Investment Manager and Affiliates of the Investment Manager to facilitate the settlement of certain Collateral Obligations on behalf of the Issuer, and the Issuer
 shall hold the Investment Manager harmless for the use thereof.

  

  

 Section 11.

 No Joint Venture

 The Issuer and the Investment Manager are not partners or joint venturers with each other and nothing herein shall be construed to make them such partners or joint venturers or impose any liability
 as such on either of them.  The Investment Manager’s relation to the Issuer shall be deemed to be solely that of an independent contractor and shall, unless otherwise provided herein or in the Indenture or authorized by the Issuer from time to time,
 have no authority to act for or represent the Issuer in any way or otherwise be deemed an agent of the Issuer.

  

  

 Section 12.

 Term; Replacement of the Investment Manager

 (a)          This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs:  (i) the final liquidation of the Assets and the final distribution of
 the proceeds of such liquidation, (ii) the Payment in Full Date, (iii) the effective date of the resignation of the Investment Manager, or (iv) the early termination of this Agreement in accordance with this Section 12 or Section 13 .

  

 - 31 -

 (b)          Subject to clauses (d) and (e) below, the Investment Manager may resign, upon ninety (90) days’ prior written notice (or such shorter notice as is acceptable to the Issuer) to the Issuer
 and the Trustee; provided that the Investment Manager shall have the right to resign immediately by giving notice if, upon the effectiveness of any change in applicable law or regulations, the continued
 performance of the Investment Manager of its duties under this Agreement and/or the Indenture would be a violation of such law or regulation and such resignation or removal shall be effective, whether or not a successor has been appointed.

  

 (c)          No later than five (5) Business Days after its receipt of notice of any resignation or removal of the Investment Manager, the Issuer shall
 transmit or cause the Trustee to transmit copies of such notice to the Holders and to the Rating Agency.

  

 (d)          No resignation or removal of the Investment Manager shall be effective until the date as of which a successor Investment Manager shall have been appointed and approved in accordance with
 the Appointment Procedures (as set forth below) and has accepted and assumed all of the Investment Manager's duties and obligations pursuant to this Agreement in writing (an " Instrument of Acceptance "); provided
 that the Investment Manager shall have the right to resign immediately in the event of a change in applicable law or regulation which renders the performance by the Investment Manager of its obligations under the Investment Management Agreement or
 the Indenture to be a violation of such law or regulation.

  

 " Appointment Procedures " shall mean, with respect to the appointment of a successor Investment Manager, the following procedures:

  

 (i)           A Majority of the LLC Interests will nominate a successor Investment Manager that meets the criteria set forth in the definition of
 Eligible Successor (other than subclause (v) thereof) within 30 days of initial notice of the resignation or removal of the Investment Manager and if the Majority of the Controlling Class consents thereto, such proposed successor will be appointed the successor Investment Manager by the Issuer; provided that the S&P Rating Agency Condition  has been satisfied with respect to such appointment;

  

 (ii)       If a Majority of the LLC Interests fails to nominate such a successor within 30 days of initial notice of the resignation or removal of the Investment Manager or if a Majority of the Controlling Class does not consent thereto within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of initial notice of the resignation or removal of the Investment Manager, nominate a successor Investment
 Manager and that meets the criteria set forth in the definition of Eligible Successor (other than subclause (v) thereof).  If a Majority of the LLC Interests consents to such Controlling Class nominee,
 such nominee shall be appointed the successor Investment Manager by the Issuer; provided that the S&P Rating Agency Condition  has been satisfied with respect to such appointment;

  

 - 32 -

 (iii)        If no successor Investment Manager is appointed within 90 days with the consent thereto of a Majority of the Controlling Class (if nominated by a Majority of the LLC Interests) or the consent thereto of a Majority of the LLC Interests (if nominated by a Majority of the Controlling Class) (or, in the event of a change in applicable law or regulation which renders the performance by the Investment Manager of its
 duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Investment Manager, any of the Issuer, the Investment Manager, a Majority of the LLC Interests
 and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Investment Manager, in any
 such case whose appointment shall become effective after such successor has accepted its appointment and assumed all of the Investment Manager's duties and obligations pursuant to this Agreement in an Instrument of Acceptance and without the consent
 of any Holder. For the avoidance of doubt, the appointment of a successor Investment Manager pursuant to this clause (iii) shall not be subject to the consent of the Issuer or any Holder of Securities.

  

 (e)          If this Agreement is terminated pursuant to this Section 12 , such termination shall be without any further liability or obligation of either party to the other, except as
 provided in Section 12(g) below.

  

 (f)          Upon the acceptance of its appointment by the successor Investment Manager, all authority and power of TCP as Investment Manager under this Agreement, whether with respect to the Assets
 or otherwise, shall automatically and without further action by any person or entity pass to and be vested in the successor Investment Manager.  The Issuer, the Trustee, the outgoing Investment Manager and the successor shall take such action
 consistent with this Agreement and the terms of the Indenture applicable to the Investment Manager, as shall be necessary to effect any such succession.

  

 (g)          This Section 12(g) and Section 8 (with respect to fees accrued and expenses incurred prior to such termination) and Sections 5 , 6 , 9 , 10 ,
 12(d) , 12(e) , 14 , 16 , 17 , 21 through 24 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 13 .

  

  

 Section 13.

 Removal for Cause

 (a)          This Agreement may be terminated and the Investment Manager may be removed, for Cause upon twenty Business Days' written notice by the Issuer or the Trustee at the direction of (i) a Majority of the Controlling Class (excluding all Investment Manager Securities) (or, if all of the Notes of the Controlling Class is Investment Manager
 Securities, a Majority of the most senior Class of Notes that is not comprised entirely of Investment Manager Securities) or (ii) a Majority of the LLC Interests
 (excluding all Investment Manager Securities); provided that, in each case, such resignation or removal shall be without prejudice to any Investment Management…

EX-10.4 · ef20075169_ex10-4.htm

EX-10.4
 5
 ef20075169_ex10-4.htm
 EXHIBIT 10.4

 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE
 REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 Exhibit 10.4

 EXECUTION VERSION

 May 27, 2026

 [***]

 [***]

  
  

 [***]

 [***]

  
  

 [***]

  

  

 Re:

 Termination and Release of Security Interest

  

 Ladies and Gentlemen:

  

 Reference is made to that certain Loan and Servicing Agreement, dated as of August 4, 2020 (as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms
 thereof, the " Loan and Servicing Agreement "), by and among TCPC Funding II, LLC, a Delaware limited liability company, as the borrower (the " Borrower "), Special Value Continuation Partners LLC, a Delaware limited liability company, as
 servicer (the " Servicer ") and as transferor (the " Transferor "), each of the Lenders from time to time party thereto (the " Lenders "), Morgan Stanley Asset Funding Inc., as the administrative agent for the Lenders (in such
 capacity, the " Administrative Agent "), and Wells Fargo Bank, National Association, as the collateral agent (in such capacity, the " Collateral Agent "), the account bank (in such capacity, the " Account Bank ") and the collateral
 custodian (in such capacity, the " Collateral Custodian ").  Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

 The Borrower hereby requests, pursuant to Section 2.14 of the Loan and Servicing Agreement, the release of the interests of the Collateral Agent on behalf of each Secured Party (including its
 security interest therein) in the Collateral (the " Released Collateral "), upon its payment in full of all of the Obligations (other than unmatured contingent indemnification obligations) and the termination of the Loan and Servicing
 Agreement.  Accordingly, each party hereto acknowledges and agrees that, upon receipt by the Secured Parties in the respective accounts specified on Annex A hereto of the amounts set forth on Annex B hereto payable by the Borrower to
 the Lenders, the Administrative Agent, the Account Bank, the Collateral Agent or the Collateral Custodian, including attorneys' fees, costs and expenses (collectively, the " Final Amount "; provided that in the event such payment is not
 received by 2:00 p.m. New York time on the date hereof, the Final Amount shall be increased by any per diem interest, Fees and any other amounts that would accrue for each day the Final Amount remains unpaid (including the date hereof if such payment
 is not received by 2:00 p.m. New York time on such date)), (i) any and all Liens at any time granted to or held by the Collateral Agent on behalf of the Secured Parties in and to the Released Collateral shall automatically be terminated and released
 without further action on the part of any party hereto, (ii) the Commitments under the Loan and Servicing Agreement have been irrevocably terminated, (iii) each Transaction Document shall be terminated as of the date hereof and be of no further force
 and effect, except with respect to such provisions as expressly survive such termination, (iv) all outstanding Indebtedness and other Obligations of the Borrower under the Transaction Documents (other than unmatured contingent indemnification
 obligations) shall be paid and satisfied in full and irrevocably discharged, terminated and released, (v) all obligations of the Servicer and the Transferor under the Transaction Documents (other than unmatured contingent indemnification obligations)
 shall be satisfied in full and irrevocably discharged, terminated and released, (vi) each Lender shall be deemed to have received a Termination/Reduction Notice specifying a prepayment of the Advances Outstanding and the occurrence of the Collection
 Date on the date hereof and waives, and directs the parties hereto to waive, the requirement that the Borrower deliver a notice of termination substantially in the form of Exhibit F to the Loan and Servicing Agreement and (vii) such Person has no
 knowledge of any additional outstanding liabilities of the Borrower to the Secured Parties under the Transaction Documents; provided   that all or any portion of the Final Amount paid by any third party
 designated by, and on behalf of, the Borrower will be deemed to have been paid by the Borrower for purposes of this letter.

  

 Each Lender hereby waives the requirement that the Borrower shall pay any applicable Prepayment Premium pursuant to Section 2.16(b) of the Loan and Servicing Agreement, in connection with the
 termination of the Loan and Servicing Agreement and the other Transaction Documents.

  

 Upon receipt of the Final Amount by the Secured Parties as set forth herein, the Collateral Agent (acting at the direction of the Administrative Agent and the Lenders) authorizes the Borrower (or its
 authorized representatives or the authorized representatives of the Borrower's current or former general partner, as applicable) to file on its behalf, the UCC termination statements attached hereto as Exhibit A , and the Collateral Agent
 (acting at the direction of the Administrative Agent and the Lenders) agrees to execute and deliver to the Borrower such other documentation and do such further acts as shall be reasonably requested by the Borrower at its expense, in each case, to
 evidence the termination and release of the Liens granted to or held by the Collateral Agent on behalf of the Secured Parties in and to the Released Collateral.  In connection therewith, the Borrower hereby directs the Collateral Agent, the
 Collateral Custodian and the Account Bank to deliver the Collateral, free and clear of any security interest, pursuant to the Borrower’s further direction. The Borrower hereby acknowledges and agrees that the Account Agreement shall have no further
 force or effect (other than matters which survive termination); provided that the Controlled Accounts and the account numbers established and maintained pursuant to the Account Agreement shall be utilized in connection with, and shall be
 governed exclusively by, a separate custodial agreement between the Borrower and Computershare Trust Company, N.A., as custodian.

 2

 The Administrative Agent, the Lenders and the Borrower (i) authorize and direct the Collateral Agent, the Collateral Custodian and the Account Bank to enter into this letter agreement, (ii)
 acknowledge and agree that the Collateral Agent, the Collateral Custodian and the Account Bank are to be fully protected in relying upon the foregoing authorization and direction and (iii) release the Collateral Agent, the Collateral Custodian and
 the Account Bank from any liability for complying with such directions.  The Collateral Agent, the Collateral Custodian and the Account Bank shall have no responsibility for any loss or delay caused by the inaccuracy of any instructions provided to
 the Collateral Agent, the Collateral Custodian and the Account Bank or any act or omission of any other party in connection with this letter.

  

 Upon payment in full as described above, each of the Borrower, the Servicer and the Transferor hereby (a) absolutely, fully, unconditionally, and irrevocably, release, relieve, absolve, acquit, and
 discharge, the Administrative Agent, the Collateral Agent, the Account Bank, the Collateral Custodian, the Lenders, and the other Secured Parties and their respective affiliates and subsidiaries and their respective officers, directors, employees,
 shareholders, agents and representatives as well as their respective successors and assigns (collectively the " Lender Released Parties ") from any and all claims, obligations, rights, actions causes of action, suits, judgments, damages, debts,
 settlements, liabilities and demands of whatever kind and nature, whether known or unknown, whether foreseen or unforeseen, which the Borrower, the Servicer or the Transferor ever had, now has or hereafter can, shall or may have for, upon or by
 reason of any matter, cause or thing whatsoever, which are based upon, arise under or are related to the Transaction Documents on or prior to the date hereof, and (b) acknowledge that the Lender Released Parties have no further obligations or
 liabilities to the Borrower, the Servicer or the Transferor.

  

 This letter (i) will be governed by, and shall be construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles thereof (other than
 Sections 5-1401 and 5-1402 of the New York General Obligation Law), and (ii) may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and
 all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this letter by email in portable document format (.pdf) or using an “electronic signature” as defined under the
 U.S. Electronic Signatures in Global and National Commerce Act or New York Electronic Signatures and Records Act shall be effective as delivery of a manually executed counterpart of this letter.

  

 [Signature Pages Follow]

  

 3

 Please indicate your agreement with the foregoing by executing a counterpart hereof.

  

 TCPC FUNDING II, LLC ,

  

 as the Borrower

  
  

  

 By: Special Value Continuation Partners LLC, its sole member

  
  

  

 By: BlackRock TCP Capital Corp., its sole member

  
  
  

  

 By:

 /s/ Erik Cuellar

  

 Name: Erik Cuellar

  

 Title: Chief Financial Officer

 [Signature Page to Payoff Letter]

 Acknowledged and Agreed to:

 SPECIAL VALUE CONTINUATION PARTNERS LLC ,

 as the Servicer and Transferor

  
  

 By: BlackRock TCP Capital Corp., its sole member

  
  

 By:

 /s/ Erik Cuellar
  

 Name: Erik Cuellar

  

 Title: Chief Financial Officer

  

 [Signature Page to Payoff Letter]

 MORGAN STANLEY ASSET FUNDING INC. ,

  

 as the Administrative Agent

  

  
  

 By:

 /s/ Kathy Steckenborn

  

 Name: Kathy Steckenborn

  

 Title: Authorized Signatory

  

  
  

 MORGAN STANLEY BANK, N.A. ,

  

 as a Lender

  

  
  

 By:

 /s/ Aditya Bhatla

  

 Name: Aditya Bhatla

  

 Title: Authorized Signatory

  

 [Signature Page to Payoff Letter]

 CITY NATIONAL BANK ,

  

 as a Lender

  

  
  

 By:

 /s/ Anubha Arora

  

 Name: Anubha Arora

  

 Title: SVP

  

 [Signature Page to Payoff Letter]

 WELLS FARGO BANK, NATIONAL ASSOCIATION ,

 as the Collateral Agent

  

 By: Computershare Trust Company, N.A., as its attorney-in-fact

  

 By:

 /s/ Rupinder S Suri

  

 Name: Rupinder S Suri

 Title: Vice President

  

 WELLS FARGO BANK, NATIONAL ASSOCIATION ,

 as the Account Bank

  

 By: Computershare Trust Company, N.A., as its attorney-in-fact

  

 By:

 /s/ Rupinder S Suri
  

 Name: Rupinder S Suri

 Title: Vice President

  

 WELLS FARGO BANK, NATIONAL ASSOCIATION ,

 as the Collateral Custodian

  

 By: Computershare Trust Company, N.A., as its attorney-in-fact

  

 By:

 /s/ Rupinder S Suri
  

 Name: Rupinder S Suri

 Title: Vice President

 [Signature Page to Payoff Letter]

 Annex A

 [***]

 Annex B

 [***]

 Exhibit A

 UCC-3 Termination Statements

 [***]