0001193125-11-219331 Sample Contracts

COLLATERAL MANAGEMENT AGREEMENT dated as of August 10, 2011 by and between TICC CLO LLC as Issuer and TICC CAPITAL CORP. as Collateral Manager
Collateral Management Agreement • August 11th, 2011 • TICC Capital Corp. • New York

This Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 10, 2011, is entered into by and between TICC CLO LLC, a Delaware limited liability company, with its office located at 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830 (the “Issuer”), and TICC CAPITAL CORP., a Maryland corporation, located at 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830, as collateral manager (together with its successors and permitted assigns, “TICC Capital” and the “Collateral Manager”).

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INDENTURE by and between TICC CLO LLC Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION Trustee Dated as of August 10, 2011
Indenture • August 11th, 2011 • TICC Capital Corp. • New York

INDENTURE, dated as of August 10, 2011, by and between TICC CLO LLC, a Delaware limited liability company (the “Issuer”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a limited purpose national banking association with trust powers, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).

TICC CLO LLC NOTES PURCHASE AGREEMENT
Purchase Agreement • August 11th, 2011 • TICC Capital Corp. • New York
MASTER LOAN SALE AGREEMENT among TICC CAPITAL CORP., as the Originator, TICC CAPITAL CORP. 2011-1 HOLDINGS, LLC, as the Depositor, and TICC CLO LLC, as the Issuer Dated as of August 10, 2011
Master Loan Sale Agreement • August 11th, 2011 • TICC Capital Corp. • New York

THIS MASTER LOAN SALE AGREEMENT, dated as of August 10, 2011 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and among TICC CAPITAL CORP., a Maryland corporation (together with its successors and assigns in such capacity, the “Originator”), TICC CAPITAL CORP. 2011-1 HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Depositor”), and TICC CLO LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Issuer”).

COLLATERAL ADMINISTRATION AGREEMENT
Collateral Administration Agreement • August 11th, 2011 • TICC Capital Corp. • New York

This COLLATERAL ADMINISTRATION AGREEMENT, dated as of August 10, 2011 (this “Agreement”) is entered into by and among TICC CLO LLC, a Delaware limited liability company (the “Issuer”), TICC Capital Corp., a Maryland corporation, in its capacity as collateral manager (the “Collateral Manager”), and The Bank of New York Mellon Trust Company, National Association, a limited purpose national banking association with trust powers (“BNY”), in its capacity as collateral administrator (the “Collateral Administrator”).

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