Common use of Special Purpose Entity Requirements Clause in Contracts

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalCGMS); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalCGMS); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital CGMS in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalCGMS); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor Seller and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalBDCA); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalBDCA); (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital BDCA in consolidated financial statements; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length relationship with its Affiliates and the TransferorSeller; (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalBDCA); (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviiixvii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xixxviii) not acquire the obligations or any securities of its Affiliates; and (xxxix) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor Equityholder and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (iv) have a Board of Directors separate from that of the Transferor Equityholder and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital Ares in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the TransferorEquityholder; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor Equityholder and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (iv) have a Board of Directors separate from that of the Transferor Equityholder and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital Ares in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the TransferorEquityholder; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalFifth Street); (iv) have a Board board of Directors directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalFifth Street); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital Fifth Street in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalFifth Street); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board board of Directors directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors Managers separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, except to the extent that the Borrower is treated as may be a “disregarded entity” for tax purposes and is not required to file taxes under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with the terms of this AgreementGAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements; provided, except to the extent however, that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital assets may be included in a consolidated financial statementsstatement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate books and records; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with the Seller each of its Affiliates and the Transferorother Affiliates; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xivxiii) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviiixvii) cause its Board of Directors Managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xixxviii) not acquire the obligations or any securities of its Affiliates; and (xxxix) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower will obtain proper authorization from its members for limited liability company actionin accordance with the LLC Agreement.

Special Purpose Entity Requirements. The Borrower Each Loan Party will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor Originator and any other Person; (viv) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other PersonPerson (other than any Securitization Subsidiary); (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that such Loan Party's financial and operating results are consolidated with those of the BorrowerOriginator in consolidated financial statements or to the extent any Securitization Subsidiary’s financial and operating results are consolidated with those of Solar Senior Capital in such Loan Party; provided that appropriate notation shall be made on such consolidated financial statementsstatements to indicate the separateness of such Loan Party from such Affiliate and to indicate that such Loan Party's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’sarm's-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's length transaction (except for (A) capital contributions or capital distributions permitted under the Transferorterms and conditions of such Loan Party's organizational document and properly reflected on the books and records of such Loan Party and (B) in connection with the transfer of assets or funds amongst the Borrower and the Securitization Subsidiaries); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of othersothers (it being understood that the assets of the Securitization Subsidiaries shall be pledged to secure the obligations of the Borrower); (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other PersonPerson (it being understood that the assets of the Securitization Subsidiaries shall be pledged to secure the obligations of the Borrower); (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assetsassets (it being understood that this covenant shall apply to the Borrower and the Securitization Subsidiaries on a combined basis); (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower such Loan Party to act at all times with respect to the Borrower such Loan Party consistently and in furtherance of the foregoing and in the best interests of such Loan Party; and (xviii) not acquire the Borrowerobligations or any securities of its Affiliates (other than the Securitization Subsidiaries). Where necessary, the Borrower a Loan Party will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Transferor in consolidated financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower’s organizational document and properly reflected on the books and records of the Borrower); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where ; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) where necessary, the Borrower will obtain proper authorization from its members managers for limited liability company action; (xx) not engage in any dissolution, liquidation, consolidation or merger and not divide or permit any division of the Borrower; (xxi) not own any asset or property other than Collateral and incidental personal property necessary for the ownership of Collateral and (xxii) not incur, create or assume any indebtedness other than as expressly permitted under this Agreement.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalNF); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalNF); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital NF in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalNF); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will, and will cause each of its Subsidiaries to, at all times: (i) in the case of the Borrower, maintain at least one Independent Director; (ii) maintain its own separate books and books, records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor Servicer, FLL and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board board of Directors directors separate from that of the Transferor Servicer, FLL and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, only to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayerreturns, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle at all times maintain its assets with assets of and liabilities separate and distinct from the Servicer, FLL, and any other PersonPerson and in such a manner that it is not difficult to segregate, identify or ascertain such assets; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Parent in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with the Servicer, FLL, and its Affiliates and the TransferorAffiliates; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (xvxii) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixiii) correct any known misunderstanding regarding its separate identity; (xviixiv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviiixv) cause its Board board of Directors directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xixxvi) not acquire the obligations or any securities of the Servicer, FLL or its AffiliatesAffiliates (except that the Borrower may hold the Shares of its Subsidiaries); and (xxxvii) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, ; and (xviii) ensure that all decisions with respect to the business and daily operations of the Borrower will obtain proper authorization from its members for limited liability company actionbe independently made and will not be directed or dictated by any other entity.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board board of Directors directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity or division for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital CCT(A) prior to the consummation of a Permitted BDC Merger, CCT, and (B) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates the Transferor and the TransferorBorrower’s other Affiliates; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board board of Directors directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital Gxxxx in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Personreserved; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements, statements (except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Transferor in consolidated financial statements); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalitiesreserved; (xix) not acquire the obligations or any securities of its AffiliatesAffiliates except for any Subsidiary of the Borrower permitted to be formed hereunder; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons Except as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (xv) except as expressly otherwise permitted by this Agreement, the Borrower shall not pledge (i) guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its assets credit as security for being available to pay the obligations of any other Person; (xviii) correct engage, directly or indirectly, in any known misunderstanding regarding its separate identitybusiness, other than the business of making, investing in or purchasing debt and equity investments and the actions required or permitted to be performed under the Transaction Documents; (xviiiii) maintain adequate capital in light of its contemplated business purposeincur, transactions and liabilities and pay its operating expenses and liabilities from its own assetscreate or assume any Indebtedness, other than Indebtedness incurred under the Transaction Documents; (xviiiiv) cause its Board of Directors make or permit to meet at least annually remain outstanding any loan or act advance to, or own or acquire any stock or securities of, any Person, except that the Borrower may invest in those Loans and other investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to written consent any provisions of the Transaction Documents and keep minutes of permit the same to remain outstanding in accordance with such meetings provisions, and actions and observe may receive securities in all material respects all other Delaware limited liability company formalitiesconnection with any workout, restructuring or bankruptcy; (xixv) not fail to be Solvent; (vi) create, form or otherwise acquire any Subsidiaries (other than Tax Blocker Subsidiaries) or own any equity interest in any other entity (other than Proceeds of any Loan), except in connection with the obligations receipt of any equity interest received in connection with a workout, restructuring or bankruptcy; (vii) release, sell, transfer, convey or assign any securities Loan unless in accordance with the Transaction Documents; (viii) except for capital contributions or capital distributions permitted under the terms and conditions of its Affiliates; this Agreement and (xx) cause properly reflected on the directorsbooks and records of the Borrower, officers, agents and other representatives enter into any transaction with an Affiliate of the Borrower except on commercially reasonable terms similar to act at all times with respect those available to unaffiliated parties in an arm’s-length transaction; (ix) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of any other Person; provided that it is understood and acknowledged that the Borrower consistently is treated as an entity disregarded as separate from its owner for U.S. federal income tax purposes and in furtherance of the foregoing Borrower is consolidated with the Equityholder for financial reporting purposes under GAAP; or (x) own any asset or property other than the Portfolio Assets and the related assets in the best interests Collateral Portfolio and incidental personal property necessary for the ownership or operation of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company actionthese assets.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalFifth Street); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalFifth Street); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital Fifth Street in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalFifth Street); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s 's financial and operating results are consolidated with those of Solar Senior Capital the Parent or its Affiliates in consolidated financial statements; provided that (ix1) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on the separate balance sheet of the Borrower; (viii) pay its own liabilities only out of its own funds; (xix) maintain an arm’sarm's-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower's organizational document and properly reflected on the books and records of the Borrower and the transactions contemplated by the Transaction Documents); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; (xviii) not acquire the obligations or any securities of its Affiliates and (xix) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board board of Directors directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity or division for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital (A) prior to the consummation of a Permitted BDC Merger, CCT, and (B) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates the Transferor and the TransferorBorrower’s other Affiliates; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board board of Directors directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (iv) have a Board board of Directors directors separate from that of the Transferor and any other Person; (v) file its own tax Tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by Section 2.20(a), not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital Ares in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board board of Directors directors to meet at least annually or act pursuant to written consent consents and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain have a general partner that maintains at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Transferor in consolidated financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction (except for (A) capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower’s organizational document and properly reflected on the books and records of the Borrower, and (B) Permitted Intercompany Loans); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where ; (xviii) not acquire the obligations or any securities of its Affiliates, other than Equity Interests in Borrower Subsidiaries; (xix) where necessary, the Borrower will obtain proper authorization from its members general partner for limited partnership action; (xx) not engage in any dissolution, liquidation, consolidation or merger and not divide or permit any division of the Borrower; (xxi) not own any asset or property other than Collateral and incidental personal property necessary for the ownership of Collateral and (xxii) not incur, create or assume any indebtedness other than as expressly permitted under this Agreement. The Borrower’s general partner shall be a single member Delaware limited liability company actionthat (A) shall comply with each of representations, warranties and covenants contained in Section 5.01(b)(i) through (x), (xii) and (xiii), and (xv) through (xvii) and (xx), inclusive, as if such representation, warranty or covenant was made directly by such general partner (provided in the case of Section 5.01(b)(i) it is understood that the Borrower’s general partner shall itself have an Independent Manager, rather than having a general partner that has an Independent Manager); (B) except in its capacity as general partner of the Borrower, shall not hold its credit or assets as being available to satisfy the obligations of others; (C) except in its capacity as general partner of the Borrower, not pledge its assets as security for the obligations of any other Person; (D) shall not own any asset or property other than its general partnership interest in the Borrower and personal property necessary for the ownership of its general partnership interest; and (E) shall not incur, create or assume any indebtedness except insofar as it may be liable for the indebtedness of the Borrower in its capacity as general partner of the Borrower.

Special Purpose Entity Requirements. The Borrower will at all times: (i) have a manager or board of directors or similar governing body separate from that of the Equityholder and any other Person and maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) without prejudice to the Borrower and having regard to the fact that the Borrower does not have a distinct legal personality, hold itself out to the public and all other Persons as a legal entity separate from the Transferor Equityholder and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower it may be identified as a Subsidiary of Solar Senior Capitalthe Equityholder); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) except as contemplated by the Transaction Documents, not commingle its assets with the assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertisingregulatory filings, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)the Equityholder) from any other Person; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Equityholder or its direct or indirect parent (if any) in consolidated financial statements; provided that all audited financial statements of the Equityholder that are consolidated to include the Borrower will contain detailed notes clearly stating that (ixx) all of the ‑126‑ Borrower’s assets are owned by the Borrower and (y) the Borrower is a separate legal entity; (viii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length arm’s‑length relationship with its Affiliates and the TransferorEquityholder and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction (provided that they may make capital contributions or capital distributions permitted under the terms and conditions of its governing documents and properly reflected on its books and records); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain regulatory filings, advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capitalthe Equityholder); (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, transactions transactions, liabilities and liabilities operations and pay its operating expenses and liabilities from its own assets; (xviiixvii) cause its Board of Directors manager to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions actions, in each case in accordance with limited liability company formalities and observe in all material respects all other Delaware limited liability company formalities; (xixxviii) not acquire the obligations or any securities of its AffiliatesAffiliates (other than any Collateral Obligations and other investments permitted under the Transaction Documents); and (xxxix) cause the its directors, officers, agents agents, managers and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from ; and (xxx) hold title to its members for limited liability company actionassets in its own name.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager; provided that if a vacancy in the position of Independent Manager arises, a successor Independent Manager shall be appointed within five (5) Business Days therefrom; (ii) maintain its own separate books and records and bank accounts; (iii) other than for U.S. federal income tax purposes, hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) maintain its assets and liabilities separate and distinct from those of each other Person, and not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Transferor and/or any other Affiliate of the Borrower in consolidated financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from the Transferor and/or any other Affiliate of the Borrower and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of the Transferor and/or any other Affiliate of the Borrower or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower’s organizational document and properly reflected on the books and records of the Borrower); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of othersany other Person; (xiiixii) allocate fairly and reasonably any overhead expenses that are shared with any of its Affiliates, including for shared office spacespace and for services performed by an employee of any Affiliate; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board provided, however, that the foregoing shall not require any of Directors the Borrower’s members to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalitiesmake additional capital contributions; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; (xviii) not acquire the obligations or any securities of its Affiliates; and (xix) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capitalthe Transferor); (iv) have a Board board of Directors directors separate from that of the Transferor and any other Person; (v) file its own tax Tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalSolar); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Transferor in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board board of Directors directors to meet at least annually or act pursuant to written consent consents and keep minutes of such meetings and actions actions, in each case in accordance with Delaware limited liability company formalities, and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower and (xxi) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager of the Borrower; (ii) maintain its own separate books and records and bank accounts; (iii) other than for U.S. federal income tax purposes, hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s 's financial and operating results are consolidated under GAAP with those of Solar Senior Capital the Parent and/or the Transferor in consolidated financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’sarm's-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower's organizational documents and properly reflected on the books and records of the Borrower) provided that, with regard to this clause (ix), the Transferor may contribute cash or other property as a capital contribution to the Borrower; (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the USActive 55323723.3 Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; (xviii) not acquire the obligations or any securities issued by any of its Affiliates other than in connection with the formation of a Tax Subsidiary; (xix) not have its obligations guaranteed by the Transferor or any other Person and not hold out the credit or assets of the Transferor or any other Person as being available to satisfy the its obligations; (xx) maintain its assets in such a manner that its individual assets and liabilities can be readily and inexpensively ascertained as separate from those of the Transferor and any other Person; (xxi) not identify itself as a department or division of the Transferor or any other Person; (xxii) not operate or purport to operate as a single, legal entity with respect to the Transferor or any other Person and (xix) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members member(s), manager or managers, as applicable, for its limited liability company actionactions.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board board of Directors directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity or division for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital CCT in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates the Transferor and the TransferorBorrower’s other Affiliates; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board board of Directors directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: times (i) maintain at least one Independent Director; , (ii) maintain its own separate books and records and bank accounts; , (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor Holdings and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalHoldings); , (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; , (viv) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; , (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence existence, (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (viiivii) maintain separate financial statements, except to the extent that the Borrower’s 's financial and operating results are consolidated with those of Solar Senior Capital Holdings in consolidated financial statements; , (ixviii) pay its own liabilities only out of its own funds; , (xix) maintain an arm’sarm's-length relationship with its Affiliates and the Transferor; Affiliates, (xix) pay the salaries of its own employees, if any; , (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; , (xiiixii) allocate fairly and reasonably any overhead for shared office space; , (xivxiii) use separate stationery, invoices and checks checks, (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; , (xvixv) correct any known misunderstanding regarding its separate identity; , (xviixvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; , (xviiixvii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; formalities and (xxxviii) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s 's financial and operating results are consolidated with those of Solar Senior Capital the Parent or its Affiliates in consolidated financial statements; provided that (ix1) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on the separate balance sheet of the Borrower; (viii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length arm's‑length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower's organizational document and properly reflected on the books and records of the Borrower and the transactions contemplated by the Transaction Documents); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; (xviii) not acquire the obligations or any securities of its Affiliates and (xix) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor Equityholder and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (iv) have a Board of Directors separate from that of the Transferor Equityholder and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital Ares in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the TransferorEquityholder (other than with respect to the Borrower Guaranty); (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of othersothers (other than with respect to the Borrower Guaranty); (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Transferor in consolidated financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person (ixother than with respect to a Tax Blocker Subsidiary); (viii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower’s organizational document and properly reflected on the books and records of the Borrower); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xixxvii) not acquire the obligations or any securities of its Affiliates; and (xxxviii) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower Each Loan Party will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor Originator and any other Person; (viv) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other PersonPerson (other than any Securitization Subsidiary); (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrowersuch Loan Party’s financial and operating results are consolidated with those of Solar Senior Capital the Originator in consolidated financial statementsstatements or to the extent any Securitization Subsidiary’s financial and operating results are consolidated with those of such Loan Party; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Loan Party from such Affiliate and to indicate that such Loan Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction (except for (A) capital contributions or capital distributions permitted under the Transferorterms and conditions of such Loan Party’s organizational document and properly reflected on the books and records of such Loan Party and (B) in connection with the transfer of assets or funds amongst the Borrower and the Securitization Subsidiaries); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of othersothers (it being understood that the assets of the Securitization Subsidiaries shall be pledged to secure the obligations of the Borrower); (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other PersonPerson (it being understood that the assets of the Securitization Subsidiaries shall be pledged to secure the obligations of the Borrower); (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assetsassets (it being understood that this covenant shall apply to the Borrower and the Securitization Subsidiaries on a combined basis); (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower such Loan Party to act at all times with respect to the Borrower such Loan Party consistently and in furtherance of the foregoing and in the best interests of such Loan Party; and (xviii) not acquire the Borrowerobligations or any securities of its Affiliates (other than the Securitization Subsidiaries). Where necessary, the Borrower a Loan Party will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capitalthe Transferor); (iv) have a Board board of Directors directors separate from that of the Transferor and any other Person; (v) file its own tax Tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by Section 2.20(a), not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalSolar); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Transferor in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board board of Directors directors to meet at least annually or act pursuant to written consent consents and keep minutes of such meetings and actions actions, in each case in accordance with Delaware limited liability company formalities, and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower and (xxi) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar GCIC Senior Capital Loan Fund LLC in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director(1) Special Member; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor Fund and any other Person; (viv) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Fund or its Affiliates in consolidated financial statements; provided that (ix1) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on the separate balance sheet of the Borrower; (viii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower’s organizational document and properly reflected on the books and records of the Borrower and the transactions contemplated by the Transaction Documents); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; (xviii) not acquire the obligations or any securities of its Affiliates and (xix) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor EquityholderTransferor and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capitalthe Transferor); (iv) have a Board board of Directors directors separate from that of the Transferor EquityholderTransferor and any other Person; (v) file its own tax Tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalSolar); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the EquityholderTransferor in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the TransferorEquityholderTransferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board board of Directors directors to meet at least annually or act pursuant to written consent consents and keep minutes of such meetings and actions actions, in each case in accordance with Delaware limited liability company formalities, and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower and (xxi) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital Loan Fund LLC in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax Tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayerpurposes, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain identify it or its assets as separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary from those of Solar Senior Capital)any other Person; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results of the Borrower are consolidated with those of Solar Senior Capital FSIC or its Affiliates in consolidated financial statements; provided that (ix1) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from FSIC or such Affiliate and to indicate that the assets and credit of the Borrower are not available to satisfy the debts and other obligations of FSIC or such Affiliate or any other Person, and (2) such assets shall also be listed on the separate balance sheet of the Borrower; (viii) pay its own liabilities only out of its own funds; (xix) maintain except for capital contributions or capital distributions permitted under the terms and conditions of its organizational document and properly reflected on its books and records, not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length relationship with its Affiliates and the Transferortransaction; (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (xvxiii) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixiv) correct any known misunderstanding regarding its separate identity; (xviixv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xixxvi) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the its shareholders, partners, managers, directors, officers, agents and other representatives of the Borrower to act act, at all times with respect to the Borrower it, consistently and in furtherance of the foregoing and in the its best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company actioninterests.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor Equityholder and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (iv) have a Board of Directors separate from that of the Transferor Equityholder and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or a disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital Ares in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the TransferorEquityholder; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors Managers separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, except to the extent that the Borrower is treated as may be a “disregarded entity” for tax purposes and is not required to file tax returns under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with the terms of this AgreementGAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements; provided, except to the extent however, that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital assets may be included in a consolidated financial statementsstatement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate books and records; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with the Seller each of its Affiliates and the Transferorother Affiliates; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xivxiii) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviiixvii) cause its Board of Directors Managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xixxviii) not acquire the obligations or any securities of its Affiliates; and (xxxix) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower will obtain proper authorization from its members for limited liability company actionin accordance with the LLC Agreement.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors Managers separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, except to the extent that the Borrower is treated as may be a “disregarded entity” for tax purposes and is not required to file taxes under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with the terms of this AgreementGAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viii) maintain separate financial statements; provided, except to the extent however, that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital assets may be included in a consolidated financial statementsstatement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with the Seller each of its Affiliates and the Transferorother Affiliates; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xivxiii) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviiixvii) cause its Board of Directors Managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xixxviii) not acquire the obligations or any securities of its Affiliates; and (xxxix) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary; and (xx) maintain at least one special member, who, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the special member of the Borrower will obtain proper authorization from its members for limited liability company actionin accordance with the LLC Agreement.

Special Purpose Entity Requirements. The Borrower Each Loan Party will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor Originator and any other Person; (viv) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other PersonPerson (other than any Securitization Subsidiary); (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s such Loan Party's financial and operating results are consolidated with those of Solar Senior Capital the Originator in consolidated financial statementsstatements or to the extent any Securitization Subsidiary's financial and operating results are consolidated with those of such Loan Party; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Loan Party from such Affiliate and to indicate that such Loan Party's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’sarm's-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's length transaction (except for (A) capital contributions or capital distributions permitted under the Transferorterms and conditions of such Loan Party's organizational document and properly reflected on the books and records of such Loan Party and (B) in connection with the transfer of assets or funds amongst the Borrower and the Securitization Subsidiaries); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of othersothers (it being understood that the assets of the Securitization Subsidiaries shall be pledged to secure the obligations of the Borrower); (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other PersonPerson (it being understood that the assets of the Securitization Subsidiaries shall be pledged to secure the obligations of the Borrower); (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assetsassets (it being understood that this covenant shall apply to the Borrower and the Securitization Subsidiaries on a combined basis); (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower such Loan Party to act at all times with respect to the Borrower such Loan Party consistently and in furtherance of the foregoing and in the best interests of such Loan Party; and (xviii) not acquire the Borrowerobligations or any securities of its Affiliates (other than the Securitization Subsidiaries). Where necessary, the Borrower a Loan Party will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Transferor in consolidated financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower’s organizational document and properly reflected on the books and records of the Borrower); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; (xviii) not acquire the obligations or any securities of its Affiliates; and (xix) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members member for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager of the Borrower; (ii) maintain its own separate books and records and bank accounts; (iii) other than for U.S. federal income tax purposes, hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s 's financial and operating results are consolidated under GAAP with those of Solar Senior Capital the Parent and/or the Transferor in consolidated financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’sarm's-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower's organizational documents and properly reflected on the books and records of the Borrower) provided that, with regard to this clause (ix), the Transferor may contribute cash or other property as a capital contribution to the Borrower; (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; (xviii) not acquire the obligations or any securities issued by any of its Affiliates other than in connection with the formation of a Tax Subsidiary; (xix) not have its obligations guaranteed by the Transferor or any other Person and not hold out the credit or assets of the Transferor or any other Person as being available to satisfy the its obligations; (xx) maintain its assets in such a manner that its individual assets and liabilities can be readily and inexpensively ascertained as separate from those of the Transferor and any other Person; (xxi) not identify itself as a department or division of the Transferor or any other Person; (xxii) not operate or purport to operate as a single, legal entity with respect to the Transferor or any other Person and (xix) not divide or permit any division of the Borrower. USActive 55125247.5 111 Where necessary, the Borrower will obtain proper authorization from its members member(s), manager or managers, as applicable, for its limited liability company actionactions.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalCGMSTCG); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalCGMSTCG); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital CGMSTCG in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalCGMSTCG); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalCGMS); (iv) have a Board of Directors separate from that of the Transferor and DMSLIBRARY01\30388519.v8 any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalCGMS); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital CGMS in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalCGMS); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s 's financial and operating results are consolidated with those of Solar Senior Capital the Transferor in consolidated financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’sarm's-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower's organizational document and properly reflected on the books and records of the Borrower); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xviii) not acquire the obligations or any securities of its Affiliates. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Transferor in consolidated financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower’s organizational document and properly reflected on the books and records of the Borrower); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; (xviii) not acquire the obligations or any securities of its Affiliates; and (xix) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one (1) Independent DirectorManager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division or disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (viv) not commingle its assets with assets of any other Person; (viivi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)existence; (viiivii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital the Transferor in consolidated financial statements; provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (ixviii) pay its own liabilities only out of its own funds; (xix) maintain an arm’s-length relationship with its Affiliates and not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction (except for capital contributions or capital distributions permitted under the Transferorterms and conditions of the Borrower’s organizational document and properly reflected on the books and records of the Borrower and the servicing arrangements described herein); (xix) pay the salaries of its own employees, if any; (xiixi) not hold out its credit or assets as being available to satisfy the obligations of others; (xiiixii) allocate fairly and reasonably any overhead for shared office space; (xivxiii) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital)checks; (xvxiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvixv) correct any known misunderstanding regarding its separate identity; (xviixvi) maintain adequate capital in light of its contemplated business purpose, purpose transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xxxvii) cause the directorsmanagers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; (xviii) not acquire the obligations or any securities of its Affiliates; and (xix) not divide or permit any division of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor Equityholder and any other Person (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (iv) have a Board of Directors separate from that of the Transferor Equityholder and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or a disregarded entity for Tax tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as USActive 52762757.1552762757.22 95 contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital Ares in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the TransferorEquityholder; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) to the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior CapitalAres); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.