Common use of ACCOUNTS; COLLATERAL SECURITY Clause in Contracts

ACCOUNTS; COLLATERAL SECURITY. Section 8.01 The Accounts; Agreement as to Control 58 Section 8.02 Collateral Security; Pledge; Delivery 61 Section 8.03 Capital Contributions 63 Section 8.04 Accountings 63 Section 9.01 Appointment of Administrative Agent and Collateral Agent 64 Section 9.02 Additional Provisions Relating to the Collateral Agent and the Collateral Administrator 67 Section 10.01 Non-Petition 68 Section 10.02 Notices 69 Section 10.03 No Waiver 69 Section 10.04 Expenses; Indemnity; Damage Waiver 69 Section 10.05 Amendments 70 Section 10.06 Confidentiality 70 Section 10.07 Successors; Assignments 71 Section 10.08 Non-Recourse 73 Section 10.09 Governing Law; Submission to Jurisdiction; Etc. 74 Section 10.10 Counterparts 74 Section 10.11 Headings 75 Section 10.12 Interest Rate Limitation 75 Schedule 1 Transaction Schedule Schedule 2 Contents of Initial Approval Requests Schedule 3 Contents of Final Approval Requests Schedule 4 Eligibility Criteria Schedule 5 Concentration Limitations Schedule 6 Disqualified Lenders Schedule 7 ▇▇▇▇▇'▇ Industries Codes Schedule 8 Initial Loans Schedule 9 Market Value Calculations Schedule 10 Second Amendment Loans Exhibit A Form of Request for Advance Exhibit B-1 Form of Daily Portfolio Holding Report Exhibit B-2 Form of Quarterly Holdings Report Exhibit C-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) LOAN AND SECURITY AGREEMENT dated as of April 30, 2019 (the "Original Closing Date") (this "Agreement") among BCSF COMPLETE FINANCING SOLUTION LLC (the "Company"), a Delaware limited liability company, as borrower; the Financing Providers party hereto; ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent (in such capacity, the "Collateral Agent"); ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral administrator (in such capacity, the "Collateral Administrator"); ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as securities intermediary (in such capacity, the "Securities Intermediary"); ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as bank (in such capacity, the "Bank", and collectively with the Securities Intermediary, the "Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the "Administrative Agent"). On the Original Closing Date, the Company acquired certain middle market unitranche loans identified on Schedule 8 hereto (the "Initial Loans") from BCSF Complete Financing Solution Holdco LLC (in such capacity, the "Depositor") via assignment and contribution, pursuant to the Master Contribution Agreement and the Master Assignment Agreement. (i) from the Depositor via sale and contribution on the Second Amendment Date, pursuant to the Master Loan Sale Agreement, and (ii) otherwise from BCSF I, LLC or the Depositor, on or about the Second Amendment Date. The Company has originated and accumulated, and wishes to continue to originate and accumulate, additional middle market unitranche loans and certain other eligible loans (together with the Initial Loans and the Second Amendment Loans, the "Portfolio Investments"), all on and subject to the terms and conditions set forth herein. On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association ("JPMCB") has agreed to make advances to the Company ("Advances") hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the "Transaction Schedule"). JPMCB, together with its successors and permitted assigns, are referred to herein as the "Financing Providers", and the types of financings to be made available by them hereunder are referred to herein as the "Financings". For the avoidance of doubt, the terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule as being available hereunder shall not bind the parties hereto, and shall be of no force and effect. Accordingly, the parties hereto agree as follows: 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 Agreement, 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.

ACCOUNTS; COLLATERAL SECURITY. Section 8.01 The Accounts; Agreement as to Control 58 Section 8.02 Collateral Security; Pledge; Delivery 61 Section 8.03 Capital Contributions 63 Section 8.04 Accountings 63​ ARTICLE IX THE AGENTS ​ ARTICLE X MISCELLANEOUS ​ Section 9.01 Appointment of Administrative Agent and Collateral Agent 64 Section 9.02 Additional Provisions Relating to the Collateral Agent and the Collateral Administrator 67 Section 10.01 SECTION 10.01. ​ Non-Petition 68 Section 10.02 Petition; Limited Recourse; Limited Recourse 79 SECTION 10.02. ​ Notices 69 Section 10.03 80 SECTION 10.03. ​ No Waiver 69 Section 10.04 80 SECTION 10.04. ​ Expenses; Indemnity; Damage Waiver 69 Section 10.05 Waiver; Right of Setoff. 80 SECTION 10.05. ​ Amendments 70 Section 10.06 Confidentiality 70 Section 10.07 81 SECTION 10.06. ​ Successors; Assignments 71 Section 10.08 Non-Recourse 73 Section 10.09 Assignments. 82 SECTION 10.07. ​ Governing Law; Submission to Jurisdiction; Etc. 74 Section 10.10 Counterparts 74 Section 10.11 Headings 75 Section 10.12 84 SECTION 10.08. ​ Interest Rate Limitation 75 84 SECTION 10.09. ​ PATRIOT Act 84 SECTION 10.10. ​ Counterparts 85 SECTION 10.11. ​ Headings 85 SECTION 10.12. ​ Acknowledgement and Consent to Bail-In of EEA Financial Institutions 85 ​ ​ ​ ​ Schedules ​ ​ ​ ​ ​ ​ ​ Schedule 1 ​ Transaction Schedule ​ Schedule 2 ​ Contents of Initial Approval Requests Notice of Acquisition ​ Schedule 3 Contents of Final Approval Requests ​ Eligibility Criteria ​ Schedule 4 Eligibility Criteria ​ Concentration Limitations ​ Schedule 5 Concentration Limitations ​ Initial Portfolio Investments ​ Schedule 6 Disqualified Lenders Schedule 7 ​ ▇▇▇▇▇'’▇ Industries Codes Schedule 8 Initial Loans Schedule 9 Market Value Calculations Schedule 10 Second Amendment Loans Industry Classifications ​ ​ ​ ​ ​ Exhibit ​ ​ ​ ​ ​ ​ Exhibit A ​ Form of Request for Advance Exhibit B-1 Form of Daily Portfolio Holding Report Exhibit B-2 Form of Quarterly Holdings Report Exhibit C-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) ​ ​ ​ ​ ​ FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AGREEMENT, dated as of April 3028, 2019 2021 (this “Agreement”), among WHITEHORSE FINANCE CREDIT I, LLC, as borrower (the "Original Closing Date") (this "Agreement") among BCSF COMPLETE FINANCING SOLUTION LLC “Company”); WHITEHORSE FINANCE, INC. (the "Company"“Portfolio Manager”), a Delaware limited liability company, as borrower; the Financing Providers party hereto; ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent the Collateral Agent party hereto (in such capacity, the "“Collateral Agent"”); ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral administrator the Collateral Administrator party hereto (in such capacity, the "“Collateral Administrator"”); ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as securities intermediary the Securities Intermediary party hereto (in such capacity, the "“Securities Intermediary"); ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as bank (in such capacity, the "Bank", and collectively with the Securities Intermediary, the "Intermediary"”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the "“Administrative Agent"”). On ​ Pursuant to Section 10.05, the parties to the Fourth Amended and Restated Loan Agreement, dated as of November 22, 2019 (as amended by the First Amendment, dated as of December 21, 2020, the “Original Agreement”), hereby agree to amend and restate the Original Closing Date, the Company acquired certain middle market unitranche loans identified on Schedule 8 hereto (the "Initial Loans") from BCSF Complete Financing Solution Holdco LLC (in such capacity, the "Depositor") via assignment and contribution, pursuant to the Master Contribution Agreement and the Master Assignment Original Agreement is hereby amended and restated as set forth in this Agreement. (i) from . ​ The Portfolio Manager and the Depositor via sale Company wish for the Company to acquire and contribution on the Second Amendment Date, pursuant to the Master Loan Sale Agreement, and (ii) otherwise from BCSF I, LLC or the Depositor, on or about the Second Amendment Date. The Company has originated and accumulated, and wishes to continue to originate and accumulate, additional middle market unitranche finance certain loans and certain other eligible loans debt securities (together with the Initial Loans and the Second Amendment LoansSubsidiary Investments (as defined below), the "“Portfolio Investments"”), all on and subject to the terms and conditions set forth herein. ​ The Company entered into a Sale and Contribution Agreement (the “Parent Sale Agreement”), dated as of December 23, 2015, between the Company and WhiteHorse Finance, Inc. (the “Parent”), pursuant to which the Company acquired certain Portfolio Investments listed, together with certain other Portfolio Investments acquired by the Company on the Original Effective Date, on Schedule 5 hereof (the “Initial Portfolio Investments”) and from time to time may acquire additional Portfolio Investments from the Parent. ​ The Company has formed the Permitted Subsidiary to purchase or originate certain loans made to obligors in the State of California (the “Subsidiary Investments”) and the Company wishes to provide proceeds of Advances to the Permitted Subsidiary from time to time for that purpose. ​ On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association ("“JPMCB"”) has agreed to make advances to the Company ("“Advances"”) hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the "“Transaction Schedule"”). JPMCB, together with its respective successors and permitted assigns, are referred to herein as the "“Financing Providers"”, and the types of financings to be made available by them hereunder are referred to herein as the "“Financings"”. For the avoidance of doubt, the terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule as being available hereunder shall not bind the parties hereto, and shall be of no force and effect. ​ Accordingly, the parties hereto agree that the Original Agreement is hereby amended and restated in its entirety as follows: 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 Agreement, 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.​

ACCOUNTS; COLLATERAL SECURITY. Section SECTION 8.01 The Accounts; Agreement as to Control 58 Section 75 SECTION 8.02 Collateral Security; Pledge; Delivery 61 Section 79 SECTION 8.03 Capital Contributions 63 Section 82 SECTION 8.04 Accountings 63 Section 82 SECTION 9.01 Appointment of Administrative Agent and Collateral Agent 64 Section 82 SECTION 9.02 Additional Provisions Relating to the Collateral Agent and the Collateral Administrator 67 Section 86 SECTION 10.01 Non-Petition 68 Section 90 SECTION 10.02 Notices 69 Section 90 SECTION 10.03 No Waiver 69 Section 91 SECTION 10.04 Expenses; Indemnity; Damage Waiver 69 Section 91 SECTION 10.05 Amendments 70 Section 92 SECTION 10.06 Confidentiality 70 Section 92 SECTION 10.07 Successors; Assignments 71 Section 93 SECTION 10.08 Non-Recourse 73 Section 96 SECTION 10.09 Governing Law; Submission to Jurisdiction; Etc. 74 Section Etc 96 SECTION 10.10 Counterparts 74 Section 97 SECTION 10.11 Headings 75 Section 98 SECTION 10.12 Interest Rate Limitation 75 98 SECTION 10.13 Acknowledgements and Consent to Bail-In of Affected Financial Institutions. 98 SECTION 10.14 Acknowledgements of Lenders. 100 SECTION 10.15 Annex A. 101 Schedule 1 Transaction Schedule Schedule 2 Contents of Initial Approval Requests Schedule 3 Contents of Final Approval Requests Schedule 4 Eligibility Criteria Schedule 5 Concentration Limitations Schedule 6 Disqualified Lenders Schedule 7 ▇▇▇▇▇'▇ Industries Codes Schedule 8 Initial Loans Schedule 9 Market Value Calculations Schedule 10 Second Amendment Loans Form of Partial Deferrable Obligations Notifications Exhibit A Form of Request for Advance Exhibit B-1 B Form of Daily Portfolio Holding Report Exhibit B-2 Form of Quarterly Holdings Report Exhibit C-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit D Form of Assignment and Assumption Annex A Certain Commercial Terms LOAN AND SECURITY AGREEMENT AGREEMENT, dated as of April 30August 21, 2019 (the "Original Closing Date") 2024 (this "Agreement"), among: (1) among BCSF COMPLETE FINANCING SOLUTION BCPC II-J, LLC (the "Company"), a Delaware limited liability company, as borrower; ; (2) the Financing Providers party hereto; ▇▇▇▇▇ FARGO BANK, ; (3) DEUTSCHE BANK NATIONAL ASSOCIATIONTRUST COMPANY, in its capacity as collateral agent (in such capacity, the "Collateral Agent"); ▇▇▇▇▇ FARGO BANK, ; (4) DEUTSCHE BANK NATIONAL ASSOCIATIONTRUST COMPANY, in its capacity as collateral administrator (in such capacity, the "Collateral Administrator"); ▇▇▇▇▇ FARGO BANK, ; (5) DEUTSCHE BANK NATIONAL ASSOCIATIONTRUST COMPANY, in its capacity as securities intermediary (in such capacity, the "Securities Intermediary"); ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as bank ; (in such capacity, the "Bank", and collectively with the Securities Intermediary, the "Intermediary"); and 6) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the "Administrative Agent"). On the Original Closing Date, the Company acquired certain middle market unitranche loans identified on Schedule 8 hereto (the "Initial Loans") from BCSF Complete Financing Solution Holdco LLC (in such capacity, the "Depositor") via assignment and contribution, pursuant to the Master Contribution Agreement and the Master Assignment Agreement. (i) from the Depositor via sale and contribution on the Second Amendment Date, pursuant to the Master Loan Sale Agreement, and (ii) otherwise from BCSF I, LLC or the Depositor, on or about the Second Amendment Date. The Company has originated and accumulated, and wishes to continue to originate and accumulate, additional middle market unitranche loans and certain other eligible loans (together with the Initial Loans and the Second Amendment Loans, the "Portfolio Investments"), all on and subject to the terms and conditions set forth herein. On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association ("JPMCB") has agreed to make advances to the Company ("Advances") hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the "Transaction Schedule"). JPMCB, together with its successors and permitted assigns, are referred to herein as the "Financing Providers", and the types of financings to be made available by them hereunder are referred to herein as the "Financings". For the avoidance of doubt, the terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule as being available hereunder shall not bind the parties hereto, and shall be of no force and effect. Accordingly, the parties hereto agree as follows: 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 Agreement, 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.; and

ACCOUNTS; COLLATERAL SECURITY. Section SECTION 8.01 The Accounts; Agreement as to Control 58 Section 75 SECTION 8.02 Collateral Security; Pledge; Delivery 61 Section 79 SECTION 8.03 Capital Contributions 63 Section 82 SECTION 8.04 Accountings 6382 Section SECTION 9.01 Appointment of Administrative Agent and Collateral Agent 6482 Section SECTION 9.02 Additional Provisions Relating to the Collateral Agent and the Collateral Administrator 67 Section 86 SECTION 10.01 Non-Petition 68 Section 90 SECTION 10.02 Notices 69 Section 90 SECTION 10.03 No Waiver 69 Section 91 SECTION 10.04 Expenses; Indemnity; Damage Waiver 69 Section 91 SECTION 10.05 Amendments 70 Section 92 SECTION 10.06 Confidentiality 70 Section 92 SECTION 10.07 Successors; Assignments 71 Section 93 SECTION 10.08 Non-Recourse 73 Section 96 SECTION 10.09 Governing Law; Submission to Jurisdiction; Etc. 74 Section Etc 97 SECTION 10.10 Counterparts 74 Section 97 SECTION 10.11 Headings 75 Section 98 SECTION 10.12 Interest Rate Limitation 75 98 SECTION 10.13 Acknowledgements and Consent to Bail-In of Affected Financial Institutions. 98 SECTION 10.14 Acknowledgements of Lenders. 100 SECTION 10.15 Annex A. 101 Schedule 1 Transaction Schedule Schedule 2 Contents of Initial Approval Requests Schedule 3 Contents of Final Approval Requests Schedule 4 Eligibility Criteria Schedule 5 Concentration Limitations Schedule 6 Disqualified Lenders ▇▇▇▇▇▇▇ Schedule 7 ▇▇▇▇▇'’▇ Industries Codes Schedule 8 Initial Loans Schedule 9 Market Value Calculations Schedule 10 Second Amendment Loans Form of Partial Deferrable Obligations Notifications Exhibit A Form of Request for Advance Exhibit B-1 B Form of Daily Portfolio Holding Report Exhibit B-2 Form of Quarterly Holdings Report Exhibit C-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit D Form of Assignment and Assumption Annex A Certain Commercial Terms LOAN AND SECURITY AGREEMENT AGREEMENT, dated as of April 30August 21, 2019 (the "Original Closing Date") 2024 (this "“Agreement"”), among: (1) among BCSF COMPLETE FINANCING SOLUTION BCPC II-J, LLC (the "“Company"”), a Delaware limited liability company, as borrower; ; (2) the Financing Providers party hereto; ▇▇▇▇▇ FARGO BANK, ; (3) DEUTSCHE BANK NATIONAL ASSOCIATIONTRUST COMPANY, in its capacity as collateral agent (in such capacity, the "“Collateral Agent"”); ▇▇▇▇▇ FARGO BANK, ; (4) DEUTSCHE BANK NATIONAL ASSOCIATIONTRUST COMPANY, in its capacity as collateral administrator (in such capacity, the "“Collateral Administrator"”); ▇▇▇▇▇ FARGO BANK, ; (5) DEUTSCHE BANK NATIONAL ASSOCIATIONTRUST COMPANY, in its capacity as securities intermediary (in such capacity, the "“Securities Intermediary"”); ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as bank ; (in such capacity, the "Bank", and collectively with the Securities Intermediary, the "Intermediary"); and 6) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the "“Administrative Agent"”). On the Original Closing Date, the Company acquired certain middle market unitranche loans identified on Schedule 8 hereto (the "Initial Loans") from BCSF Complete Financing Solution Holdco LLC (in such capacity, the "Depositor") via assignment and contribution, pursuant to the Master Contribution Agreement and the Master Assignment Agreement. (i) from the Depositor via sale and contribution on the Second Amendment Date, pursuant to the Master Loan Sale Agreement, and (ii) otherwise from BCSF I, LLC or the Depositor, on or about the Second Amendment Date. The Company has originated and accumulated, and wishes to continue to originate and accumulate, additional middle market unitranche loans and certain other eligible loans (together with the Initial Loans and the Second Amendment Loans, the "Portfolio Investments"), all on and subject to the terms and conditions set forth herein. On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association ("JPMCB") has agreed to make advances to the Company ("Advances") hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the "Transaction Schedule"). JPMCB, together with its successors and permitted assigns, are referred to herein as the "Financing Providers", and the types of financings to be made available by them hereunder are referred to herein as the "Financings". For the avoidance of doubt, the terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule as being available hereunder shall not bind the parties hereto, and shall be of no force and effect. Accordingly, the parties hereto agree as follows: 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 Agreement, 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.; and