CION CION Investment Corporation

UBS AG, London Branch.

The Calculation Agent shall perform all determinations and calculations hereunder in good faith and in a commercially reasonable manner. For the purpose of making any determination or calculation hereunder, the Calculation Agent may rely on any information or notice delivered by a third party.

May 19, 2017 (the “First Purchase Date”);

June 19, 2017 (the “Second Purchase Date”);

December 15, 2017 (the “Third Purchase Date”); and

March 15, 2018 (the “Fourth Purchase Date”).

Prior to the Second Amendment Effective Date, Seller transferred to Buyer Class A-1 Notes having a principal amount of USD 266,666,666 in exchange for the Purchase Price.

Prior to the Fourth Amendment Effective Date, Class A-1 Notes having a principal amount of USD 133,333,333 were redeemed by the Issuer and the Purchased Securities were decreased by such amount.

On the Fourth Amendment Effective Date, Class A-1 Notes having a principal amount of USD 33,333,333 were redeemed by the Issuer and the Purchased Securities were decreased by such amount.

Prior to the Second Amendment Effective Date, USD 200,000,000. On the Second Amendment Effective Date, the Purchase Price was reduced by USD 100,000,000 such that, immediately after giving effect to such reduction, the Purchase Price shall be USD 100,000,000 (such amount being the “Maximum UBS Term Funded Amount” as such term is used in the Indenture).

The Purchase Price, and accordingly the Maximum UBS Term Funded Amount, may at any time thereafter be reduced pursuant to the operation of the “Purchase Price Reduction” provisions herein.

With respect to each Purchased Security, the Purchase Price for such Purchased Security as of the relevant Repurchase Date, as such amount may from time to time be reduced by a Voluntary Partial Prepayment pursuant to the operation of the “Purchase Price Reduction” provisions herein; in which case, for the avoidance of doubt, the Purchase Price will be reduced by the Prepayment Amount in respect of such Voluntary Partial Prepayment.

For the avoidance of doubt, there shall be no Price Differential incorporated into the Repurchase Price and all references to Price Differential and Pricing Rate are hereby deleted from the Agreement. In lieu of Price Differential, Seller shall be obligated to pay the Transaction Fee Amounts to Buyer as set forth herein. For the avoidance of doubt, paragraphs 2(ii), 2(jj) and 2(pp) of the Agreement shall not apply to the Transaction.

(a)            At any time after the Second Amendment Effective Date, Seller may elect to prepay all or a portion of the Repurchase Price of the Purchased Securities upon at least five Business Days’ prior written notice to Buyer (any prepayment under this clause (a), a “Voluntary Prepayment,” any prepayment of all of the then-outstanding Repurchase Price under this clause (a), a “Voluntary Full Prepayment” and any prepayment of a portion of the then-outstanding Repurchase Price under this clause (a), a “Voluntary Partial Prepayment”); provided that:

(i)     a Voluntary Partial Prepayment may only be elected if a portion of the Purchased Securities have been redeemed by the Issuer for cash in the form of USD on or prior to the related Prepayment Date (as defined below) and the portion of the Purchased Securities to be repurchased shall be those which have been redeemed and in an amount not in excess of the Current Redeemed Amount;

(ii)    no prepayment election may be made by Seller unless, immediately after giving effect to the relevant Voluntary Prepayment, (A) no Borrowing Base Deficiency will occur or be continuing and (B) all of the Asset Eligibility Criteria, Borrowing Base Asset Criteria and Borrowing Base Portfolio Criteria will be satisfied; and

(iii)   unless Buyer consents in writing, no prepayment election may be made by Seller unless Seller has elected to prepay on the related Prepayment Date a pro rata portion of the repurchase price of the Class A-R Notes specified in Class A-R UBS Repo Confirmation.

Buyer may, at any time following the occurrence of a Regulatory Event, terminate the Transaction under this Confirmation by notifying Seller of an early Repurchase Date for the Transaction, which Repurchase Date shall not be earlier (unless so agreed by Buyer and Seller) than 10 calendar days after the date of such notice (or such lesser period as may be necessary for Buyer to comply with its obligations under applicable laws and regulations arising as a result of such Regulatory Event).

Upon knowledge of any Regulatory Event that may occur, Buyer and Seller shall negotiate in good faith to enter into one or more financing transactions with substantially the same terms as the Transaction evidenced by this Confirmation.

Notwithstanding anything to the contrary contained in the Agreement, the “Default Valuation Time” means, in relation to an Event of Default, the close of business in the applicable market on the 40th dealing day after the day on which that Event of Default occurs or, where that Event of Default is the occurrence of an Act of Insolvency in respect of which under paragraph 10(a) no notice is required from the non-Defaulting Party in order for such event to constitute an Event of Default, the close of business on the 40th dealing day after the day on which the non-Defaulting Party first became aware of the occurrence of such Event of Default.

For the avoidance of doubt, the amount payable pursuant to Paragraph 10(c) of the Agreement cannot be calculated until the Default Market Values of all of the Equivalent Securities and any Equivalent Margin Securities under each Transaction can be calculated. As such, the payment under paragraph 10(c)(ii) will be delayed until the latest date on which the Default Market Value has been determined with respect to any such Equivalent Securities and any Equivalent Margin Securities.

The parties acknowledge that (a) the Purchased Securities under this Transaction are expected to be illiquid and unique and that there may be no other commercially reasonable determinant of value with respect to such Purchased Securities other than the price at which willing buyers agree to purchase such Purchased Securities or the relevant Portfolio Assets, (b) if Buyer were forced to liquidate such Purchased Securities or the relevant Portfolio Assets on the date an Event of Default occurs (or shortly thereafter), such liquidation would likely result in a commercially unreasonable price, and (c) giving Buyer an extended period of time to liquidate such Purchased Securities or the relevant Portfolio Assets is more likely to produce a commercially reasonable result. For avoidance of doubt, Buyer may, at any time, use any commercially reasonable determinant of value (whether the price at which willing buyers agree to purchase such Purchased Securities or the relevant Portfolio Assets or otherwise).

(a)            Any Portfolio Asset (i) which (A) has a yield-to-maturity greater than 12.0% (determined as of the Inclusion/Amendment Date) or (B) is a Senior Secured (Type III) Loan or (C) is a Senior Secured (Type IV) Loan (for the avoidance of doubt, the status for purposes of (B) and (C) is also determined as of the Inclusion/Amendment Date) and (ii) for which there does not exist a written agreement (which may be evidenced by an exchange of emails by duly authorized persons) between Buyer (acting in its sole discretion, the exercise of which discretion shall not be affected by any prior exercise thereof by or other actions or omissions of Buyer) and Seller, entered into prior to, and in respect of, the related Inclusion/Amendment Date, to the effect that such Portfolio Asset shall not be a “Zero-Value Portfolio Asset”; provided that any such Portfolio Asset may subsequently become a Zero-Value Portfolio Asset pursuant to (b), (c), (d) or (f) of this Section.

(b)            Any Portfolio Asset that: (i) at any time after the Inclusion/Amendment Date on any date of determination by the Calculation Agent, has (A) become, as determined by the Calculation Agent, a Defaulted Obligation, or (B) ceased to comply with any of the Borrowing Base Asset Criteria (other than those criteria that, by their express terms, are tested only at the Inclusion/Amendment Date or have otherwise been waived by Calculation Agent) or the Asset Eligibility Criteria and (ii) if and for so long as such situation is continuing, has a Current Price less than 70%;

(c)            Any Illiquid Loan that is deemed to be a Zero-Value Portfolio Asset as a result of Seller’s failure to comply with the requirements described in the “Third Party Valuations” provision below;

(d)            Any Portfolio Asset which together with any other Portfolio Assets, has resulted in a breach of any of the Borrowing Base Portfolio Criteria; provided that (i) where a Borrowing Base Portfolio Criterion is expressed as a maximum, a Portfolio Asset shall constitute a Zero Value Portfolio Asset as a result of a violation of the Borrowing Base Portfolio Criteria only with respect to the portion of such Portfolio Asset that (together with the equivalent and equal portions of any other Portfolio Assets which are members of the category subject to such maximum) causes the failure by the Issuer to satisfy any of the Borrowing Base Portfolio Criteria, allocated across Portfolio Assets by Buyer (in the case where a Portfolio Asset violates or causes the violation of more than one of the Borrowing Base Portfolio Criteria) and (ii) where a Borrowing Base Portfolio Criterion is expressed as a minimum, a Portfolio Asset shall constitute a Zero Value Portfolio Asset as a result of a violation of the Borrowing Base Portfolio Criteria only with respect to the portion of such Portfolio Asset that (together with the equivalent and equal portions of any other Portfolio Assets that are not members of the category subject to such minimum) causes the failure by the Issuer to satisfy any of the Borrowing Base Portfolio Criteria, allocated across Portfolio Assets by Buyer (in the case where a Portfolio Asset violates or causes a violation of more than one of the Borrowing Base Portfolio Criteria);

(e)            Any Portfolio Asset that does not at the time of Inclusion satisfy the conditions and requirements set forth in Sections 12.2(a) and 12.3(b) of the Indenture and that has not since such time satisfied such conditions and requirements; and

(f)            Any Portfolio Asset with respect to which Seller took, agreed or consented to any action under the Collateral Management Agreement, including, but not limited to, actions relating to voting rights in respect of any Portfolio Asset, without providing Buyer (acting in its capacity as Liquidation Agent or otherwise) with any prior or subsequent notice in relation thereto required by the Collateral Management Agreement within the timeframes set out therein.

With respect to any asset which would, as of its Inclusion Date, be a Zero Value Portfolio Asset due to failure to satisfy the Asset Eligibility Criteria, the Borrowing Base Asset Criteria or Borrowing Base Portfolio Criteria, it shall be a “Zero Value Portfolio Asset EoD” if the Portfolio Asset Trade Date for the Zero Value Portfolio Asset occurs prior to the later of:

(a)            one Business Day after the date on which the Issuer notified UBS of the intended Inclusion of such asset; and

(b)            one Business Day after the date on which Seller made any Voluntary Contribution/Sale to the Issuer based on a recalculation of the Borrowing Base as a result of the Inclusion of any such asset that would, on Inclusion, be a Zero Value Portfolio Asset.

Seller shall procure that the Initial Valuation Company or a Fallback Valuation Company provide the following to Buyer in respect of each Portfolio Asset that (x) was, as of the related Inclusion Date, an Illiquid Loan or (y) becomes, on any day following the Inclusion Date, an Illiquid Loan (the date on which such event occurs, the “Illiquid Event Date” for such Portfolio Asset):

(a)           in the case of the initial valuation for such Illiquid Loan:

(i)   with respect to each Illiquid Loan (other than any Illiquid Loan that is a Newly Issued Loan), an Asset Valuation Report on or before the Inclusion Date of such Illiquid Loan;

(ii)  with respect to each Newly Issued Loan, an Asset Valuation Report within 20 calendar days of the last day of the Asset Valuation Report Period following the Asset Valuation Report Period in which such Inclusion Date occurs; and

(iii) with respect to each Portfolio Asset acquired by the Issuer that becomes an Illiquid Loan after the related Inclusion Date, an Asset Valuation Report within 20 calendar days of the last day of the Asset Valuation Report Period following the Asset Valuation Report Period in which the relevant Illiquid Event Date occurs; and

(b)           thereafter, for so long as such Portfolio Asset remains an Illiquid Loan as of the last day of the relevant Asset Valuation Report Period:

(i)    if and for so long as no Performance Trigger has been triggered and is continuing for such Portfolio Asset, an Asset Refresh Valuation Report in respect of such Illiquid Loan within 20 calendar days of the last day of each Asset Valuation Report Period, provided that (A) no fewer than one Asset Valuation Report shall be provided in each continuous twelve calendar month period with respect to each such Portfolio Asset and (B) if the Calculation Agent determines in good faith that an event has occurred with respect to a Portfolio Asset or the related Portfolio Asset Obligor that may have resulted or is reasonably likely to result in a decline in the creditworthiness of such Portfolio Asset without such decline yet being reflected in the Performance Trigger metrics, the Calculation Agent shall be entitled to request an Asset Valuation Report in lieu of a Asset Refresh Valuation Report for up to three Portfolio Asset Obligors with respect to any Asset Valuation Report Period by notifying the Seller of their identities no less than three Business Days prior to the last day of such Asset Valuation Report Period for delivery within 20 calendar days of the last day of such Asset Valuation Report Period; and

(ii)  if and for so long as any Performance Trigger has been triggered and is continuing for such Portfolio Asset, an Asset Valuation Report within 20 calendar days of the last day of each Asset Valuation Report Period.

(c)            If, on any date of determination by the Calculation Agent, Seller has failed to procure an Asset Valuation Report or Asset Refresh Valuation Report in respect of one or more Illiquid Loans in accordance with the requirements of clause (a) or (b) above, each such Illiquid Loan omitted from such Asset Valuation Report shall be deemed to be a Zero Value Portfolio Asset until such time as such Illiquid Loan is included in a subsequent Asset Valuation Report or Asset Refresh Valuation Report or (in either case) an equivalent report from the Initial Valuation Company or a Fallback Valuation Company delivered at any time after such date of determination (which equivalent report may be requested by Seller at any time).

For purposes of the foregoing:

(i)   “Asset Refresh Valuation Report” means with respect to any Portfolio Asset that is an Illiquid Loan, a valuation of such Portfolio Asset by the Initial Valuation Company or a Fallback Valuation Company where only updated technical spreads are used for purposes of such valuation.

(ii)   “Asset Valuation Report” means with respect to any Portfolio Asset that is an Illiquid Loan, a valuation of such Portfolio Asset by the Initial Valuation Company or a Fallback Valuation Company where both updated core economic metrics and technical spreads are used for purposes of such valuation.

(iii)  “Asset Valuation Report Period” means each calendar quarter ending on March 31, June 30, September 30 and December 31.

(iv)  “Newly Issued Loan” means any Portfolio Asset that is a Loan that was originally advanced less than three months prior to the Inclusion Date of such Loan.

(v)  “Performance Trigger” means, with respect to any Illiquid Loan and any date of determination, a performance test which will be triggered if:

(A)          the most recently reported Consolidated Leverage Ratio for such Illiquid Loan (or, if a substantially equivalent leverage-related economic metric is utilized in the related Underlying Instruments, such leverage-related economic metric as defined therein) increases by more than 0.5x from the Consolidated Leverage Ratio (or such equivalent leverage-related economic metric) as of the latest Inclusion/ Amendment Date with respect to such Illiquid Loan;

(B)           the most recently reported Interest Coverage Ratio for such Illiquid Loan (or, if a substantially equivalent interest coverage-related economic metric is utilized in the related Underlying Instruments, such interest coverage-related economic metric as defined therein) is either (i) less than the product of (A) 0.9 multiplied by (B) the Interest Coverage Ratio (or such equivalent interest coverage-related economic metric) as of the latest Inclusion/ Amendment Date with respect to such Illiquid Loan or (ii) less than 1.20:1:00; or

For purposes of the margin maintenance provisions herein, the Current Price of any Portfolio Asset on any date of determination (including as of the related Inclusion Date of such Portfolio Asset) shall be determined by the Calculation Agent in its capacity as Liquidation Agent in accordance with the definition thereof in the Indenture. The Calculation Agent shall, upon request by Seller, provide a written explanation of any determination of Current Price made by it (in its capacity as Liquidation Agent) including, where applicable, a description of the methodology and the basis for such determination in reasonable detail (provided that the Calculation Agent shall not be obligated to disclose such methods of determination that are proprietary).

Provided that no Event of Default has occurred and is continuing with respect to Seller, if Seller in good faith has a commercially reasonable basis for disagreement with the Calculation Agent’s determination of the Current Price of any Portfolio Asset, then Seller may dispute such determination by giving notice of such dispute (a “Dispute Notice”) to Buyer and the Calculation Agent no later than (i) if Seller receives notice of the Calculation Agent’s determination of a Current Price in dispute at or prior to noon (New York time) on any Business Day, by the close of business on such Business Day and (ii) if Seller receives notice of the Calculation Agent’s determination of a Current Price in dispute after noon (New York time) on any Business Day, by noon (New York time) on the following Business Day. Any such Dispute Notice shall specify, in reasonable detail, the bid-side market price Seller believes should be attributed to any such Portfolio Asset, along with reasonable evidence supporting such value.

On any day prior to the Fifth Amendment Effective Date, a rate per annum equal to the sum of (a) LIBOR determined on the Reset Date for such Transaction Fee Period plus (b) the applicable Spread.

On any day commencing on and including the Fifth Amendment Effective Date, a rate per annum equal to the sum of (a) Term SOFR determined on the Reset Date for such Transaction Fee Period plus (b) the applicable Spread.

Where:

Notwithstanding paragraph 2(y) of the Agreement, “LIBOR”, for any Reset Date, means the London Interbank Offered Rate for the Relevant Period in respect of USD as quoted on the Bloomberg Screen BTMM Page (or such other page as may replace the Bloomberg Screen BTMM Page) under the heading “LIBOR-FIX-BBAM<GO>” (or any replacement heading) as of 11:00 a.m., London time, on the day (the “Determination Date”) that is two London banking days preceding such date. If a Benchmark Transition Event and its related Benchmark Replacement Date have not yet occurred, and such rate does not appear on the Bloomberg Screen BTMM Page (or any replacement page) under such heading (or any replacement heading), as of such time on a Determination Date, then the LIBOR rate for that Reset Date will be the U.S. Dollar LIBOR for a period of the applicable Relevant Period, as provided by the administrator of the U.S. Dollar LIBOR and published by an authorized distributor or by the administrator of U.S. Dollar LIBOR itself.

“U.S. Dollar LIBOR” means the U.S. Dollar wholesale funding rate known as U.S. Dollar LIBOR (London Interbank Offered Rate) provided by ICE Benchmark Administration Limited, as the administrator of the benchmark, (or a successor administrator).

“Term SOFR”, for any Reset Date, means the Term SOFR Reference Rate for a tenor of the Relevant Period on such day, as such rate is published by the Term SOFR Administrator at 6:00 a.m. (New York City time) on the day (the “Term SOFR Determination Date”) that is two London banking days preceding such date; provided, however, that if as of 5:00 p.m. (New York City time) on the Term SOFR Determination Date the Term SOFR Reference Rate for the Relevant Period has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for the Relevant Period as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for the Relevant Period was published by the Term SOFR Administrator; provided that if Term SOFR as so determined shall ever be less than zero, then Term SOFR shall be deemed to be zero for purposes of this Agreement.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Benchmark” means, on any date of determination, Term SOFR.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to Term SOFR: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of Term SOFR permanently or indefinitely ceases to provide Term SOFR for the tenor of the Relevant Period; and (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark for the tenor of the Relevant Period, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark for the tenor of the Relevant Period; (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, which states that the administrator of such Benchmark has ceased or will cease to provide such Benchmark for the tenor of the Relevant Period permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark for the tenor of the Relevant Period; or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark announcing that such Benchmark for the tenor of the Relevant Period is no longer representative.

“Conforming Changes” means, with respect to any replacement rate for Term SOFR, any technical, administrative, operational or other changes such as a spread adjustment (which may be a positive or negative value or zero), to this Confirmation that may be appropriate to reflect the adoption and implementation of such replacement rate in a manner substantially consistent with market practice.

“Relevant Period” means three months.

“Reset Date” with respect to any Transaction Fee Period, means the first day of such Transaction Fee Period.

“Spread” means 3.375% to (but excluding) the Fifth Amendment Effective Date, 3.525% from and including the Fifth Amendment Effective Date to (but excluding) November 19, 2023, and 3.20% thereafter.

(i)            For (and only for) U.S. Federal income tax purposes, each Party agrees: (i) to treat the purchase hereunder of Purchased Securities consisting of Class A-1 Notes as if Buyer had made a loan to Seller secured by such Purchased Securities, (ii) to treat Seller as beneficial owner of such Purchased Securities, and (iii) not to take any inconsistent position on any related tax return.

(ii)            Notwithstanding anything else in the Agreement, if the defaulting Party exercises its right to assign rights to payment under Paragraph 16(b) of the Agreement following an Event of Default, if any withholding or other taxes are imposed on payments to any assignee, the payor’s obligation to gross-up any such payment in respect of such tax to such assignee shall be limited to the amount of any gross-up it would have been obligated to pay immediately before any such assignment occurred.

(iii)           The parties shall deliver to each other properly completed and signed applicable tax certifications (generally, in the case of U.S. Federal income tax, either an Internal Revenue Service (“IRS”) Form W-9 or Form W-8 (or applicable successor forms) with all required attachments), or any other certification acceptable to it to enable the paying party to determine their duties and liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold from payments hereunder under any present or future law or regulation of the United States of America, any other jurisdiction or any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation.

(iv)           If either Party exercises its right to assign rights to payment under Paragraph 16(b) of the Agreement, prior to being entitled to receive any gross-up payments in respect of any taxes withheld, any assignee will be required to submit to the payor an executed, complete IRS Form W-8 or W-9 (as applicable) establishing any available exemption or reduction from any US withholding taxes that may be imposed on the payment assigned.

(v)           Seller represents that, as of the Purchase Date, if it was the legal or beneficial owner of the Portfolio Assets, payments in respect of such assets would be made to it without any deduction or withholding for or on account of any taxes. Further, Seller agrees that it will notify Buyer as soon as practicable if, at any time prior to the Repurchase Date, any payments in respect of the Portfolio Assets would be made to it net of any deduction or withholding for or on account of any taxes if it was the legal or beneficial owner of the Portfolio Assets.

(ii)           Seller agrees that Seller will not sell, transfer or otherwise dispose of any securities issued under the Indenture (or any interest therein) other than pursuant to the Transaction evidenced by this Confirmation or pursuant to any other transaction that is subject to the Agreement.

(iii)          Seller agrees that if CIC ceases to be a business development company (within the meaning of the 1940 Act) and to file publicly-available financials as required of a public business development company, Seller will provide, or cause to be provided, to Buyer quarterly unaudited financial statements within 60 days of each quarter-end and annual audited financial statements within 120 days of the year-end, prepared in accordance with generally accepted accounting principles (as in effect in the relevant jurisdiction) (such covenant, the “CIC Financials Requirement”).

The following additional paragraph 9(A), subsections (i) and (ii) shall be inserted into the Agreement:

“9(A). Additional Representations and Notice.

(i)            Seller Representations. Seller represents and warrants on and as of the date hereof and on and as of each date this Agreement or any Transaction remains outstanding:

(A)          No Prohibited Transactions. Seller represents and warrants that Seller is not an “employee benefit plan” subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (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 Seller. Any subsequent permitted assignee of Seller will be deemed to have represented and warranted, that (i) no portion of the assets used by such assignee to either (x) acquire and hold the Class A-1 Notes or (y) enter into or assume the obligations under the Transaction evidenced hereby constitutes the assets of any employee benefit plan subject to Title I of ERISA, a “governmental plan” within the meaning of Section 3(32) of ERISA, or a “plan” within the meaning of Section 4975(e)(1) of the Code or (ii) both the purchase and holding of such Class A-1 Notes by such assignee and the assumption of the obligations under the Transaction evidenced hereby will constitute neither (x) a non-exempt “prohibited transaction” under (and as defined in) Section 406 of ERISA or Section 4975 of the Code nor (y) a similar violation under any applicable similar federal, state, local, non-U.S. or other law, rule or regulation.

(B)           Notice Requirement. Seller agrees to notify Buyer immediately if any time it learns or discovers facts at variance with the foregoing representations and warranties.

(C)           Seller has not incurred any Indebtedness, or any other liability (including, but not limited to, in respect of any option, swap, repurchase agreement, securities forward transaction or securities lending agreement) other than as contemplated by the terms of this Agreement or any agreement or instrument contemplated hereby.”

(ii)           Seller represents and warrants that its acquisition of the Class A-1 Notes complied with the terms of the Indenture and Class A-1 Notes.

(iii)           Seller represents and warrants that either (i) the Purchased Securities are not required to be retained by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) pursuant to Section 15G of the Securities Exchange Act of 1934 and the rules promulgated thereunder (the “Risk Retention Rules”) or (ii) the Purchased Securities are required to be retained by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) pursuant to the Risk Retention Rules and the entry by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) into the transactions contemplated by the Collateral Management Agreement will not violate or conflict with the Risk Retention Rules.

(a)  The following provisions of Annex I to the Agreement shall not apply to the Transaction evidenced by this Confirmation:

Parts 1(a), 1(b)(ii), 1(d), 1(f), 1(j), 1(m), 1(n), 2(b), 2(c), 2(i), 2(k), 2(r) and 2(s)(ii) of Annex I.

If to Seller:

Address: Murray Hill Funding, LLC
100 Park Avenue, 25^th Floor
New York, NY 10017
Attention: Keith Franz
Telephone: 212 418 4710
Email: kfranz@cioninvestments.com

If to Buyer:

As specified in the Annex to the Agreement.

“Account” has the meaning given to such term in the Indenture.

“Advance Percentage” has the meaning given to such term in the Indenture.

“Advance Value” has the meaning given to such term in the Indenture.

“Affiliate” has the meaning given to such term in the Indenture.

“Aggregate Portfolio Par Value” means, on any date of determination, the Aggregate Principal Balance of (a) all Portfolio Assets plus (b) all Cash credited or required to be credited to the Principal Collection Subaccount and Eligible Investments acquired with such Cash.

“Amendment Date” means, with respect to any Portfolio Asset, the effective date of any amendment or action described in Section 2(o) of the Collateral Management Agreement.

“Apollo” means Apollo Investment Management, L.P. (or any successor entity thereto engaged in substantially the same business as Apollo Investment Management, L.P.) or any subsidiary thereof engaged in the business of managing assets comparable to the Portfolio Assets that is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or a “relying advisor” of Apollo Investment Management, L.P. for purposes of such act.

“Asset Eligibility Criteria” has the meaning given to such term in the Indenture.

“BBG” means Bloomberg L.P. and any of its subsidiaries, or any successor thereto.

“Borrowing Base” has the meaning given to such term in the Indenture.

“Borrowing Base Asset Criteria” has the meaning given to such term in the Indenture.

“Borrowing Base Deficiency” has the meaning given to such term in the Indenture.

“Borrowing Base Portfolio Criteria” has the meaning given to such term in the Indenture.

“Current Price” has the meaning given to such term in the Indenture.

“Defaulted Obligation” has the meaning given to such term in the Indenture.

“Initial Valuation Company” means Lincoln International.

“Interest Coverage Ratio” means with respect to any Portfolio Asset that is an Illiquid Loan and any date of determination, the ratio of (a) LTM EBITDA of the relevant Portfolio Asset Obligor to (b) Interest Expense for such period.

“Interest Expense” means with respect to any Portfolio Asset and any specified period, the sum, for the Portfolio Asset Obligor and its subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP), of the following: (a) all interest in respect of Indebtedness (including the interest component of any payments in respect of capital lease obligations) accrued or capitalized during such period (whether or not actually paid during such period) plus (b) the net amount payable (or minus the net amount receivable) under any hedging agreements relating to interest during such period (whether or not actually paid or received during such period).

“Issuer” means Murray Hill Funding II, LLC.

“Non-Markit Loan” means any Loan for which prices are not reported on Markit (or any successor nationally recognized loan pricing service designated by Buyer).

“Notes” has the meaning given to such term in the Indenture.

“Obligor” has the meaning given to such term in the Indenture.

“Portfolio Asset” has the meaning given to such term in the Indenture.

“Principal Balance” has the meaning given to such term in the Indenture.

“Principal Collection Subaccount” has the meaning given to such term in the Indenture.

“Senior Secured (Type IV) Loan” means (i) any Senior Secured Loan that would otherwise be a Senior Secured (Type I) Loan or Senior Secured (Type II) Loan but for the fact that such Loan does not meet the requirements set forth in clause (a), (c), (d) or, solely in the case of a Senior Secured Loan which would otherwise be a Senior Secured (Type II) Loan, (e) of the applicable definition or (ii) any Senior Secured Loan that would otherwise be a Senior Secured (Type I Cov-Lite) Loan but for the fact that such Loan does not meet the requirements set forth in clause (b) of the definition of Senior Secured (Type I Cov-Lite) Loan.

“Sole Member” has the meaning given to such term in the Indenture.

“Underlying Instrument” has the meaning given to such term in the Indenture.

“Voluntary Contribution/Sale” has the meaning given to such term in the Equity Contribution Agreement.

UBS AG, London Branch.

The Calculation Agent shall perform all determinations and calculations hereunder in good faith and in a commercially reasonable manner. For the purpose of making any determination or calculation hereunder, the Calculation Agent may rely on any information or notice delivered by a third party.

First Amendment Effective Date

June 15, 2023.

The Class A-R Notes.

On the Purchase Date, Seller shall transfer to Buyer the Class A-R Notes having an Outstanding Class A-R Funded Amount of USD0 in exchange for the Purchase Price on the Purchase Date.

On any date of determination, 100% of the Outstanding Class A-R Funded Amount as of such date of determination, as such amount may from time to time be reduced pursuant to the operation of the “Purchase Price Reduction” provisions herein or increased pursuant to the immediately succeeding paragraph; provided that the Purchase Price shall not exceed U.S.$50,000,000 (such amount being the “Maximum UBS Revolving Funded Amount” as such term is used in the Indenture).

With respect to each Purchased Security, the Purchase Price for such Purchased Security as of the relevant Repurchase Date, as such amount may from time to time be reduced by a Voluntary Partial Prepayment pursuant to the operation of the “Purchase Price Reduction” provisions herein; in which case, for the avoidance of doubt, the Purchase Price will be reduced by the Prepayment Amount in respect of such Voluntary Partial Prepayment.

For the avoidance of doubt, there shall be no Price Differential incorporated into the Repurchase Price and all references to Price Differential and Pricing Rate are hereby deleted from the Agreement. In lieu of Price Differential, Seller shall be obligated to pay the Transaction Fee Amounts to Buyer as set forth herein. For the avoidance of doubt, paragraphs 2(ii), 2(jj) and 2(pp) of the Agreement shall not apply to the Transaction.

(a)   Seller may elect to prepay all or a portion of the Repurchase Price of the Purchased Securities upon prior written notice in accordance with the notice period set forth in the Revolving Credit Note Agreement (any prepayment under this clause (a), a “Voluntary Prepayment,” any prepayment of all of the then-outstanding Repurchase Price under this clause (a), a “Voluntary Full Prepayment” and any prepayment of a portion of the then-outstanding Repurchase Price under this clause (a), a “Voluntary Partial Prepayment”); provided that:

(i)    a Voluntary Partial Prepayment may only be elected if a portion of the Outstanding Class A-R Funded Amount of the Purchased Securities has been repaid by the Issuer for cash in the form of USD on or prior to the related Prepayment Date (as defined below) and the portion of the Purchased Securities to be repurchased shall be those which have been repaid and in an amount not in excess of the Current Repaid Amount;

(ii)   no prepayment election may be made by Seller unless, immediately after giving effect to the relevant Voluntary Prepayment, (A) no Borrowing Base Deficiency will occur or be continuing and (B) all of the Asset Eligibility Criteria, Borrowing Base Asset Criteria and Borrowing Base Portfolio Criteria will be satisfied; and

(iii)  unless Buyer consents in writing, no prepayment election may be made by Seller unless Seller has elected to prepay on the related Prepayment Date a pro rata portion of the repurchase price of the Class A-1 Notes specified in the Class A-1 UBS Repo Confirmation.

Buyer may, at any time following the occurrence of a Regulatory Event, terminate the Transaction under this Confirmation by notifying Seller of an early Repurchase Date for the Transaction, which Repurchase Date shall not be earlier (unless so agreed by Buyer and Seller) than 10 calendar days after the date of such notice (or such lesser period as may be necessary for Buyer to comply with its obligations under applicable laws and regulations arising as a result of such Regulatory Event).

Notwithstanding anything to the contrary contained in the Agreement, the “Default Valuation Time” means, in relation to an Event of Default, the close of business in the applicable market on the 40th dealing day after the day on which that Event of Default occurs or, where that Event of Default is the occurrence of an Act of Insolvency in respect of which under paragraph 10(a) no notice is required from the non-Defaulting Party in order for such event to constitute an Event of Default, the close of business on the 40th dealing day after the day on which the non-Defaulting Party first became aware of the occurrence of such Event of Default.

For the avoidance of doubt, the amount payable pursuant to Paragraph 10(c) of the Agreement cannot be calculated until the Default Market Values of all of the Equivalent Securities and any Equivalent Margin Securities under each Transaction can be calculated. As such, the payment under paragraph 10(c)(ii) will be delayed until the latest date on which the Default Market Value has been determined with respect to any such Equivalent Securities and any Equivalent Margin Securities.

The parties acknowledge that (a) the Purchased Securities under this Transaction are expected to be illiquid and unique and that there may be no other commercially reasonable determinant of value with respect to such Purchased Securities other than the price at which willing buyers agree to purchase such Purchased Securities or the relevant Portfolio Assets, (b) if Buyer were forced to liquidate such Purchased Securities or the relevant Portfolio Assets on the date an Event of Default occurs (or shortly thereafter), such liquidation would likely result in a commercially unreasonable price, and (c) giving Buyer an extended period of time to liquidate such Purchased Securities or the relevant Portfolio Assets is more likely to produce a commercially reasonable result. For avoidance of doubt, Buyer may, at any time, use any commercially reasonable determinant of value (whether the price at which willing buyers agree to purchase such Purchased Securities or the relevant Portfolio Assets or otherwise).

(a)       Any Portfolio Asset (i) which (A) has a yield-to-maturity greater than 12.0% (determined as of the Inclusion/Amendment Date) or (B) is a Senior Secured (Type III) Loan or (C) is a Senior Secured (Type IV) Loan (for the avoidance of doubt, the status for purposes of (B) and (C) is also determined as of the Inclusion/Amendment Date) and (ii) for which there does not exist a written agreement (which may be evidenced by an exchange of emails by duly authorized persons) between Buyer (acting in its sole discretion, the exercise of which discretion shall not be affected by any prior exercise thereof by or other actions or omissions of Buyer) and Seller, entered into prior to, and in respect of, the related Inclusion/Amendment Date, to the effect that such Portfolio Asset shall not be a “Zero-Value Portfolio Asset”; provided that any such Portfolio Asset may subsequently become a Zero-Value Portfolio Asset pursuant to (b), (c), (d) or (f) of this Section.

(b)       Any Portfolio Asset that: (i) at any time after the Inclusion/Amendment Date on any date of determination by the Calculation Agent, has (A) become, as determined by the Calculation Agent, a Defaulted Obligation, or (B) ceased to comply with any of the Borrowing Base Asset Criteria (other than those criteria that, by their express terms, are tested only at the Inclusion/Amendment Date or have otherwise been waived by Calculation Agent) or the Asset Eligibility Criteria and (ii) if and for so long as such situation is continuing, has a Current Price less than 70%;

(c)       Any Illiquid Loan that is deemed to be a Zero-Value Portfolio Asset as a result of Seller’s failure to comply with the requirements described in the “Third Party Valuations” provision below;

(d)       Any Portfolio Asset which together with any other Portfolio Assets, has resulted in a breach of any of the Borrowing Base Portfolio Criteria; provided that (i) where a Borrowing Base Portfolio Criterion is expressed as a maximum, a Portfolio Asset shall constitute a Zero Value Portfolio Asset as a result of a violation of the Borrowing Base Portfolio Criteria only with respect to the portion of such Portfolio Asset that (together with the equivalent and equal portions of any other Portfolio Assets which are members of the category subject to such maximum) causes the failure by the Issuer to satisfy any of the Borrowing Base Portfolio Criteria, allocated across Portfolio Assets by Buyer (in the case where a Portfolio Asset violates or causes the violation of more than one of the Borrowing Base Portfolio Criteria) and (ii) where a Borrowing Base Portfolio Criterion is expressed as a minimum, a Portfolio Asset shall constitute a Zero Value Portfolio Asset as a result of a violation of the Borrowing Base Portfolio Criteria only with respect to the portion of such Portfolio Asset that (together with the equivalent and equal portions of any other Portfolio Assets that are not members of the category subject to such minimum) causes the failure by the Issuer to satisfy any of the Borrowing Base Portfolio Criteria, allocated across Portfolio Assets by Buyer (in the case where a Portfolio Asset violates or causes a violation of more than one of the Borrowing Base Portfolio Criteria);

(e)       Any Portfolio Asset that does not at the time of Inclusion satisfy the conditions and requirements set forth in Sections 12.2(a) and 12.3(b) of the Indenture and that has not since such time satisfied such conditions and requirements; and

(f)       Any Portfolio Asset with respect to which Seller took, agreed or consented to any action under the Collateral Management Agreement, including, but not limited to, actions relating to voting rights in respect of any Portfolio Asset, without providing Buyer (acting in its capacity as Liquidation Agent or otherwise) with any prior or subsequent notice in relation thereto required by the Collateral Management Agreement within the timeframes set out therein.

With respect to any asset which would, as of its Inclusion Date, be a Zero Value Portfolio Asset due to failure to satisfy the Asset Eligibility Criteria, the Borrowing Base Asset Criteria or Borrowing Base Portfolio Criteria, it shall be a “Zero Value Portfolio Asset EoD” if the Portfolio Asset Trade Date for the Zero Value Portfolio Asset occurs prior to the later of:

(a)        one Business Day after the date on which the Issuer notified UBS of the intended Inclusion of such asset; and

(b)       one Business Day after the date on which Seller made any Voluntary Contribution/Sale to the Issuer based on a recalculation of the Borrowing Base as a result of the Inclusion of any such asset that would, on Inclusion, be a Zero Value Portfolio Asset.

Seller shall procure that the Initial Valuation Company or a Fallback Valuation Company provide the following to Buyer in respect of each Portfolio Asset that (x) was, as of the related Inclusion Date, an Illiquid Loan or (y) becomes, on any day following the Inclusion Date, an Illiquid Loan (the date on which such event occurs, the “Illiquid Event Date” for such Portfolio Asset):

(a)       in the case of the initial valuation for such Illiquid Loan:

(i)     with respect to each Illiquid Loan (other than any Illiquid Loan that is a Newly Issued Loan), an Asset Valuation Report on or before the Inclusion Date of such Illiquid Loan;

(ii)    with respect to each Newly Issued Loan, an Asset Valuation Report within 20 calendar days of the last day of the Asset Valuation Report Period following the Asset Valuation Report Period in which such Inclusion Date occurs; and

(iii)   with respect to each Portfolio Asset acquired by the Issuer that becomes an Illiquid Loan after the related Inclusion Date, an Asset Valuation Report within 20 calendar days of the last day of the Asset Valuation Report Period following the Asset Valuation Report Period in which the relevant Illiquid Event Date occurs; and

(b)       thereafter, for so long as such Portfolio Asset remains an Illiquid Loan as of the last day of the relevant Asset Valuation Report Period:

(i)     if and for so long as no Performance Trigger has been triggered and is continuing for such Portfolio Asset, an Asset Refresh Valuation Report in respect of such Illiquid Loan within 20 calendar days of the last day of each Asset Valuation Report Period, provided that (A) no fewer than one Asset Valuation Report shall be provided in each continuous twelve calendar month period with respect to each such Portfolio Asset and (B) if the Calculation Agent determines in good faith that an event has occurred with respect to a Portfolio Asset or the related Portfolio Asset Obligor that may have resulted or is reasonably likely to result in a decline in the creditworthiness of such Portfolio Asset without such decline yet being reflected in the Performance Trigger metrics, the Calculation Agent shall be entitled to request an Asset Valuation Report in lieu of a Asset Refresh Valuation Report for up to three Portfolio Asset Obligors with respect to any Asset Valuation Report Period by notifying the Seller of their identities no less than three Business Days prior to the last day of such Asset Valuation Report Period for delivery within 20 calendar days of the last day of such Asset Valuation Report Period; and

(ii)    if and for so long as any Performance Trigger has been triggered and is continuing for such Portfolio Asset, an Asset Valuation Report within 20 calendar days of the last day of each Asset Valuation Report Period.

(c)       If, on any date of determination by the Calculation Agent, Seller has failed to procure an Asset Valuation Report or Asset Refresh Valuation Report in respect of one or more Illiquid Loans in accordance with the requirements of clause (a) or (b) above, each such Illiquid Loan omitted from such Asset Valuation Report shall be deemed to be a Zero Value Portfolio Asset until such time as such Illiquid Loan is included in a subsequent Asset Valuation Report or Asset Refresh Valuation Report or (in either case) an equivalent report from the Initial Valuation Company or a Fallback Valuation Company delivered at any time after such date of determination (which equivalent report may be requested by Seller at any time).

   For purposes of the foregoing:

(i)    “Asset Refresh Valuation Report” means with respect to any Portfolio Asset that is an Illiquid Loan, a valuation of such Portfolio Asset by the Initial Valuation Company or a Fallback Valuation Company where only updated technical spreads are used for purposes of such valuation.

(ii)    “Asset Valuation Report” means with respect to any Portfolio Asset that is an Illiquid Loan, a valuation of such Portfolio Asset by the Initial Valuation Company or a Fallback Valuation Company where both updated core economic metrics and technical spreads are used for purposes of such valuation.

(iii)    “Asset Valuation Report Period” means each calendar quarter ending on March 31, June 30, September 30 and December 31.

(iv)    “Newly Issued Loan” means any Portfolio Asset that is a Loan that was originally advanced less than three months prior to the Inclusion Date of such Loan.

(v)    “Performance Trigger” means, with respect to any Illiquid Loan and any date of determination, a performance test which will be triggered if:

(A)          the most recently reported Consolidated Leverage Ratio for such Illiquid Loan (or, if a substantially equivalent leverage-related economic metric is utilized in the related Underlying Instruments, such leverage-related economic metric as defined therein) increases by more than 0.5x from the Consolidated Leverage Ratio (or such equivalent leverage-related economic metric) as of the latest Inclusion/ Amendment Date with respect to such Illiquid Loan;

(B)           the most recently reported Interest Coverage Ratio for such Illiquid Loan (or, if a substantially equivalent interest coverage-related economic metric is utilized in the related Underlying Instruments, such interest coverage-related economic metric as defined therein) is either (i) less than the product of (A) 0.9 multiplied by (B) the Interest Coverage Ratio (or such equivalent interest coverage-related economic metric) as of the latest Inclusion/ Amendment Date with respect to such Illiquid Loan or (ii) less than 1.20:1:00; or

For purposes of the margin maintenance provisions herein, the Current Price of any Portfolio Asset on any date of determination (including as of the related Inclusion Date of such Portfolio Asset) shall be determined by the Calculation Agent in its capacity as Liquidation Agent in accordance with the definition thereof in the Indenture. The Calculation Agent shall, upon request by Seller, provide a written explanation of any determination of Current Price made by it (in its capacity as Liquidation Agent) including, where applicable, a description of the methodology and the basis for such determination in reasonable detail (provided that the Calculation Agent shall not be obligated to disclose such methods of determination that are proprietary).

Provided that no Event of Default has occurred and is continuing with respect to Seller, if Seller in good faith has a commercially reasonable basis for disagreement with the Calculation Agent’s determination of the Current Price of any Portfolio Asset, then Seller may dispute such determination by giving notice of such dispute (a “Dispute Notice”) to Buyer and the Calculation Agent no later than (i) if Seller receives notice of the Calculation Agent’s determination of a Current Price in dispute at or prior to noon (New York time) on any Business Day, by the close of business on such Business Day and (ii) if Seller receives notice of the Calculation Agent’s determination of a Current Price in dispute after noon (New York time) on any Business Day, by noon (New York time) on the following Business Day. Any such Dispute Notice shall specify, in reasonable detail, the bid-side market price Seller believes should be attributed to any such Portfolio Asset, along with reasonable evidence supporting such value.

With respect to the Purchased Securities and any Transaction Fee Period, the Transaction Fee Amount shall be the aggregated amount of the sums of the following amounts for each day in such Transaction Fee Period:

(a)       with respect to the Outstanding Class A-R Funded Amount of the Purchased Securities, the product of (i) the Repurchase Price of the Purchased Securities multiplied by (ii) the Applicable Transaction Fee Rate on such day multiplied by (iii) 1/360; and

(b)       with respect to the portion of the Remaining Unfunded Facility Commitment attributable to the Purchased Securities, the product of (i) the amount of such portion multiplied by (ii) the Applicable Transaction Fee Rate on such day multiplied by (iii) 1/360.

Each Transaction Fee Amount shall be payable by Seller to Buyer on a Transaction Fee Payment Date for the related Transaction Fee Period.

On any day prior to the First Amendment Effective Date, a rate per annum equal to:

(a) with respect to the Outstanding Class A-R Funded Amount of the Purchased Securities, the sum of (i) LIBOR determined on the Reset Date for such Transaction Fee Period plus (ii) the applicable Spread; and

(b) with respect to the portion of the Remaining Unfunded Facility Commitment attributable to the Purchased Securities, the applicable Spread.

On any date commencing on and including the First Amendment Effective Date, a rate per annum equal to:

(a) with respect to the Outstanding Class A-R Funded Amount of the Purchased Securities, the sum of (i) Term SOFR determined on the Reset Date for such Transaction Fee Period plus (ii) the applicable Spread; and

(b) with respect to the portion of the Remaining Unfunded Facility Commitment attributable to the Purchased Securities, the applicable Spread.

Where:

Notwithstanding paragraph 2(y) of the Agreement, “LIBOR”, for any Reset Date, means the London Interbank Offered Rate for the Relevant Period in respect of USD as quoted on the Bloomberg Screen BTMM Page (or such other page as may replace the Bloomberg Screen BTMM Page) under the heading “LIBOR-FIX-BBAM<GO>” (or any replacement heading) as of 11:00 a.m., London time, on the day (the “Determination Date”) that is two London banking days preceding such date. If a Benchmark Transition Event and its related Benchmark Replacement Date have not yet occurred, and such rate does not appear on the Bloomberg Screen BTMM Page (or any replacement page) under such heading (or any replacement heading), as of such time on a Determination Date, then the LIBOR rate for that Reset Date will be the U.S. Dollar LIBOR for a period of the applicable Relevant Period, as provided by the administrator of the U.S. Dollar LIBOR and published by an authorized distributor or by the administrator of U.S. Dollar LIBOR itself.

“Term SOFR”, for any Reset Date, means the Term SOFR Reference Rate for a tenor of the Relevant Period on such day, as such rate is published by the Term SOFR Administrator at 6:00 a.m. (New York City time) on the day (the “Term SOFR Determination Date”) that is two London banking days preceding such date; provided, however, that if as of 5:00 p.m. (New York City time) on the Term SOFR Determination Date the Term SOFR Reference Rate for the Relevant Period has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for the Relevant Period as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for the Relevant Period was published by the Term SOFR Administrator; provided that if Term SOFR as so determined shall ever be less than zero, then Term SOFR shall be deemed to be zero for purposes of this Agreement.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

If a Benchmark Transition Event has occurred, then Buyer and Seller shall, in each case acting in good faith and in a commercially reasonable manner, enter into negotiations (for a period of not more than ten (10) Business Days) with a view to agreeing on an appropriate replacement rate and any related Conforming Changes. Any such appropriate replacement rate shall give due consideration to any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by any relevant government body or relevant industry association and any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for repurchase agreements and reverse repurchase agreements at such time and any related benchmark replacement rate adjustment. If the parties agree on a replacement rate and Conforming Changes within such period, Term SOFR shall be deemed to be such rate, with effect from the first day of the first Transaction Fee Period that begins following the Benchmark Replacement Date (it being agreed that until the first day of the first Transaction Fee Period that begins following the Benchmark Replacement Date, the Benchmark shall be the Term SOFR rate determined hereunder on the last Reset Date occurring prior to the occurrence of such Benchmark Replacement Date), and this Confirmation shall be deemed amended, with effect from the first day of the first Transaction Fee Period that begins following the Benchmark Replacement Date, to incorporate such Conforming Changes. If the parties are unable to agree on a replacement rate and related Conforming Changes within such period, Term SOFR shall be deemed to be, with effect from the first day of the first Transaction Fee Period that begins following the Benchmark Replacement Date, the rate that the Calculation Agent determines is appropriate for transactions that are similar to those contemplated under this Confirmation with similarly situated counterparties giving due consideration to any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by any relevant government body or relevant industry association and any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for repurchase agreements and reverse repurchase agreements at such time and any related benchmark replacement rate adjustment. In connection with the implementation of any replacement rate described in the preceding sentence, the Calculation Agent will have the right to make any Conforming Changes it deems necessary, and upon notice to Seller, this Confirmation shall be deemed amended to incorporate such Conforming Changes, with effect from the first day of the first Transaction Fee Period that begins following the Benchmark Replacement Date. For any Transaction Fee Period that is less than the Relevant Period, Term SOFR shall be determined through the use of straight line interpolation by reference to two rates based on Term SOFR, one of which shall be determined as if the Relevant Period were the period of time for which rates are available next shorter than the length of the Transaction Fee Period and the other of which shall be determined as if the Relevant Period were the period of time for which rates are available next longer than the length of the Transaction Fee Period.

“Benchmark” means, on any date of determination, Term SOFR.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to Term SOFR: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of Term SOFR permanently or indefinitely ceases to provide Term SOFR for the tenor of the Relevant Period; and (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark for the tenor of the Relevant Period, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark for the tenor of the Relevant Period; (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, which states that the administrator of such Benchmark has ceased or will cease to provide such Benchmark for the tenor of the Relevant Period permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark for the tenor of the Relevant Period; or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark announcing that such Benchmark for the tenor of the Relevant Period is no longer representative.

“Conforming Changes” means, with respect to any replacement rate for Term SOFR, any technical, administrative, operational or other changes such as a spread adjustment (which may be a positive or negative value or zero), to this Confirmation that may be appropriate to reflect the adoption and implementation of such replacement rate in a manner substantially consistent with market practice.

“Relevant Period” means three months.

“Reset Date” with respect to any Transaction Fee Period, means the first day of such Transaction Fee Period.

“Spread” means (i) with respect to the Outstanding Class A-R Funded Amount of the Purchased Securities, 3.375% to (but excluding) the First Amendment Effective Date, 3.525% from and including the First Amendment Effective Date to (but excluding) November 19, 2023, and 3.20% thereafter and (ii) with respect to the portion of the Remaining Unfunded Facility Commitment attributable to the Purchased Securities, 0.75%.

“U.S. Dollar LIBOR” means the U.S. Dollar wholesale funding rate known as U.S. Dollar LIBOR (London Interbank Offered Rate) provided by ICE Benchmark Administration Limited, as the administrator of the benchmark, (or a successor administrator).

(i)        For (and only for) U.S. Federal income tax purposes, each Party agrees: (i) to treat the purchase hereunder of Purchased Securities consisting of Class A-R Notes as if Buyer had made a loan to Seller secured by such Purchased Securities, (ii) to treat Seller as beneficial owner of such Purchased Securities, and (iii) not to take any inconsistent position on any related tax return.

(ii)       Notwithstanding anything else in the Agreement, if the defaulting Party exercises its right to assign rights to payment under Paragraph 16(b) of the Agreement following an Event of Default, if any withholding or other taxes are imposed on payments to any assignee, the payor’s obligation to gross-up any such payment in respect of such tax to such assignee shall be limited to the amount of any gross-up it would have been obligated to pay immediately before any such assignment occurred.

(iii)      The parties shall deliver to each other properly completed and signed applicable tax certifications (generally, in the case of U.S. Federal income tax, either an Internal Revenue Service (“IRS”) Form W-9 or Form W-8 (or applicable successor forms) with all required attachments), or any other certification acceptable to it to enable the paying party to determine their duties and liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold from payments hereunder under any present or future law or regulation of the United States of America, any other jurisdiction or any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation.

(iv)      If either Party exercises its right to assign rights to payment under Paragraph 16(b) of the Agreement, prior to being entitled to receive any gross-up payments in respect of any taxes withheld, any assignee will be required to submit to the payor an executed, complete IRS Form W-8 or W-9 (as applicable) establishing any available exemption or reduction from any US withholding taxes that may be imposed on the payment assigned.

(v)       Seller represents that, as of the Purchase Date, if it was the legal or beneficial owner of the Portfolio Assets, payments in respect of such assets would be made to it without any deduction or withholding for or on account of any taxes. Further, Seller agrees that it will notify Buyer as soon as practicable if, at any time prior to the Repurchase Date, any payments in respect of the Portfolio Assets would be made to it net of any deduction or withholding for or on account of any taxes if it was the legal or beneficial owner of the Portfolio Assets.

(i)        Seller agrees that Seller will not permit any securities to be issued under the Indenture to any person or entity other than Seller and that Seller will not direct or permit the Issuer to issue any securities other than in conjunction with a Purchase Date (whether under this Transaction or any other transaction that is subject to the Agreement) or otherwise as required under the Indenture or other Transaction Documents.

(ii)       Seller agrees that Seller will not sell, transfer or otherwise dispose of any securities issued under the Indenture (or any interest therein) other than pursuant to the Transaction evidenced by this Confirmation or pursuant to any other transaction that is subject to the Agreement.

(iii)      Seller agrees that if CIC ceases to be a business development company (within the meaning of the 1940 Act) and to file publicly-available financials as required of a public business development company, Seller will provide, or cause to be provided, to Buyer quarterly unaudited financial statements within 60 days of each quarter-end and annual audited financial statements within 120 days of the year-end, prepared in accordance with generally accepted accounting principles (as in effect in the relevant jurisdiction) (such covenant, the “CIC Financials Requirement”).

The following additional paragraph 9(A), subsections (i) and (ii) shall be inserted into the Agreement:

“9(A). Additional Representations and Notice.

(i)        Seller Representations. Seller represents and warrants on and as of the date hereof and on and as of each date this Agreement or any Transaction remains outstanding:

(A)          No Prohibited Transactions. Seller represents and warrants that Seller is not an “employee benefit plan” subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (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 Seller. Any subsequent permitted assignee of Seller will be deemed to have represented and warranted, that (i) no portion of the assets used by such assignee to either (x) acquire and hold the Class A-R Notes or (y) enter into or assume the obligations under the Transaction evidenced hereby constitutes the assets of any employee benefit plan subject to Title I of ERISA, a “governmental plan” within the meaning of Section 3(32) of ERISA, or a “plan” within the meaning of Section 4975(e)(1) of the Code or (ii) both the purchase and holding of such Class A-R Notes by such assignee and the assumption of the obligations under the Transaction evidenced hereby will constitute neither (x) a non-exempt “prohibited transaction” under (and as defined in) Section 406 of ERISA or Section 4975 of the Code nor (y) a similar violation under any applicable similar federal, state, local, non-U.S. or other law, rule or regulation.

(B)           Notice Requirement. Seller agrees to notify Buyer immediately if any time it learns or discovers facts at variance with the foregoing representations and warranties.

(C)          Seller has not incurred any Indebtedness, or any other liability (including, but not limited to, in respect of any option, swap, repurchase agreement, securities forward transaction or securities lending agreement) other than as contemplated by the terms of this Agreement or any agreement or instrument contemplated hereby.”

(ii)       Seller represents and warrants that its acquisition of the Class A-R Notes complied with the terms of the Indenture and Class A-R Notes.

(iii)      Seller represents and warrants that either (i) the Purchased Securities are not required to be retained by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) pursuant to Section 15G of the Securities Exchange Act of 1934 and the rules promulgated thereunder (the “Risk Retention Rules”) or (ii) the Purchased Securities are required to be retained by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) pursuant to the Risk Retention Rules and the entry by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) into the transactions contemplated by the Collateral Management Agreement will not violate or conflict with the Risk Retention Rules.

(a)  The following provisions of Annex I to the Agreement shall not apply to the Transaction evidenced by this Confirmation:

Parts 1(a), 1(b)(ii), 1(d), 1(f), 1(j), 1(m), 1(n), 2(b), 2(c), 2(i), 2(k), 2(r) and 2(s)(ii) of Annex I.

[INTENTIONALLY OMITTED]

If to Seller:

Address: Murray Hill Funding, LLC
100 Park Avenue, 25^th Floor
New York, NY 10017
Attention: Keith Franz
Telephone: 212 418 4710
Email: kfranz@cioninvestments.com

If to Buyer:

As specified in the Annex to the Agreement.

“Advance Percentage” has the meaning given to such term in the Indenture.

“Advance Value” has the meaning given to such term in the Indenture.

“Affiliate” has the meaning given to such term in the Indenture.

“Aggregate Portfolio Par Value” means, on any date of determination, the Aggregate Principal Balance of (a) all Portfolio Assets plus (b) all Cash credited or required to be credited to the Principal Collection Subaccount and Eligible Investments acquired with such Cash.

“Amendment Date” means, with respect to any Portfolio Asset, the effective date of any amendment or action described in Section 2(o) of the Collateral Management Agreement.

“Apollo” means Apollo Investment Management, L.P. (or any successor entity thereto engaged in substantially the same business as Apollo Investment Management, L.P.) or any subsidiary thereof engaged in the business of managing assets comparable to the Portfolio Assets that is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or a “relying advisor” of Apollo Investment Management, L.P. for purposes of such act.

“Borrowing Base” has the meaning given to such term in the Indenture.

“Borrowing Base Asset Criteria” has the meaning given to such term in the Indenture.

“Borrowing Base Deficiency” has the meaning given to such term in the Indenture.

“Borrowing Base Portfolio Criteria” has the meaning given to such term in the Indenture.

“Cash” has the meaning given to such term in the Indenture.

“Current Price” has the meaning given to such term in the Indenture.

“Defaulted Obligation” has the meaning given to such term in the Indenture.

“Initial Valuation Company” means Lincoln International.

“Interest Coverage Ratio” means with respect to any Portfolio Asset that is an Illiquid Loan and any date of determination, the ratio of (a) LTM EBITDA of the relevant Portfolio Asset Obligor to (b) Interest Expense for such period.

“Interest Expense” means with respect to any Portfolio Asset and any specified period, the sum, for the Portfolio Asset Obligor and its subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP), of the following: (a) all interest in respect of Indebtedness (including the interest component of any payments in respect of capital lease obligations) accrued or capitalized during such period (whether or not actually paid during such period) plus (b) the net amount payable (or minus the net amount receivable) under any hedging agreements relating to interest during such period (whether or not actually paid or received during such period).

“Issuer” means Murray Hill Funding II, LLC.

“Issuer Order” has the meaning given to such term in the Indenture.

“Non-Markit Loan” means any Loan for which prices are not reported on Markit (or any successor nationally recognized loan pricing service designated by Buyer).

“Notes” has the meaning given to such term in the Indenture.

“Obligor” has the meaning given to such term in the Indenture.

“Principal Balance” has the meaning given to such term in the Indenture.

“Principal Collection Subaccount” has the meaning given to such term in the Indenture.

“Revolver Loan” has the meaning given to such term in the Indenture.

“Revolving Credit Note Agreement” has the meaning given to such term in the Indenture.

“Senior Secured (Type IV) Loan” means (i) any Senior Secured Loan that would otherwise be a Senior Secured (Type I) Loan or Senior Secured (Type II) Loan but for the fact that such Loan does not meet the requirements set forth in clause (a), (c), (d) or, solely in the case of a Senior Secured Loan which would otherwise be a Senior Secured (Type II) Loan, (e) of the applicable definition or (ii) any Senior Secured Loan that would otherwise be a Senior Secured (Type I Cov-Lite) Loan but for the fact that such Loan does not meet the requirements set forth in clause (b) of the definition of Senior Secured (Type I Cov-Lite) Loan.

“Sole Member” has the meaning given to such term in the Indenture.

“Underlying Instrument” has the meaning given to such term in the Indenture.

“Voluntary Contribution/Sale” has the meaning given to such term in the Equity Contribution Agreement.