Termination Agreement, dated as of February 13, 2025, by and among Murray Hill Funding II, LLC, Murray Hill Funding, LLC, CION Investment Management, LLC, UBS AG, London Branch, US Bank Trust Company, National Association, and US Bank National Association

Exhibit 10.1

TERMINATION AGREEMENT
(this “Agreement”)

February 13, 2025

Reference is made to:

((i) the Indenture, (ii) the Subscription Agreements, (iii) the Collateral Management Agreement, (iv) the Collateral Administration Agreement, (v) the RCN Agreement, (vi) the Account Control Agreement, (vii) the Master Loan Purchase Agreement, (viii) the Equity Contribution Agreement, (ix) the Liquidation Agent Appointment Letter and (x) the Notes are herein referred to collectively as the “Note Documents”).

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

“Flow of Funds” means the table set forth in Schedule I hereto;

“Payee” means, in respect of each Payor, the party listed as “Payee” in the Flow of Funds;

“Payor” means, in respect of each Payee, the party listed as “Payor” in the Flow of Funds;

"Termination Conditions” means the receipt of the amount due to each Payee under the Flow of Funds and the effectiveness of the Loan Agreement; and

“Termination Date” means February 13, 2025.

The Issuer (or the Trustee acting on the written direction of the Issuer (or the Collateral Manager on its behalf)) shall transfer, on the Termination Date, by wire transfer in immediately available funds, to each of the Payees the relevant amount applicable to each such Payee as set forth in the Flow of Funds.

In consideration of and conditional upon the payment or delivery, as applicable, in full of the transfers set forth in Section 2 above, and the effectiveness of a loan and security agreement, dated on or about the date hereof (the “Loan Agreement”) among the Issuer, the Counterparty, the Collateral Manager, UBS, the lenders from time to time party thereto, U.S. Bank Trust Company, National Association, as collateral agent, and U.S. Bank National Association, as document custodian, and notwithstanding any provision to the contrary in the Note Documents or the Repo Confirmations, each of UBS, the Liquidation Agent, the Counterparty, the Issuer, the Collateral Manager, the Trustee, the Revolving Note Agent, the Collateral Administrator and the Account Bank (collectively referred to herein as the “Parties”) hereby acknowledges and agrees that:

Notwithstanding any provision to the contrary in the Repo Master Agreement and the Repo Confirmations, without any further action by any Person, each of the (i) transactions under the Repo Transaction Documents and (ii) each Repo Transaction Document are terminated in full and the parties to the Repo Confirmations shall have no remaining duties, obligations or rights under the Repo Transaction Documents or with respect to each of the transactions under the Repo Transaction Documents, all of which shall be deemed to have been fully satisfied and discharged; provided that any provision that is expressed to survive the termination thereof shall survive such termination and the Termination Date.

Each of the Parties hereby acknowledges and agrees that, notwithstanding any provision in any Note Document, the Account Control Agreement shall be further amended and restated on or about the date hereof to effectuate the transactions contemplated under the Loan Agreement.

Following and conditional upon the terminations, discharges and cancellations as set forth in Section 3 above:

The Issuer hereby instructs the Trustee or the Account Bank, as applicable, to immediately deliver, if applicable, to the Document Custodian (under and as defined in the Loan Agreement) all instruments to effectuate an assignment or transfer held in escrow for any Portfolio Asset, any Underlying Instruments and any other related governing document in its possession relating to a Portfolio Asset and received pursuant to the Indenture.

Notwithstanding anything herein to the contrary, by their execution of this Agreement, the Issuer hereby directs the Account Bank to enter into a further amended and restated Account Control Agreement, dated on or about the date hereof, and to which the Issuer, USB AG London Branch, as administrative agent, and the Account Bank are parties. For the avoidance of doubt, (a) the Trustee shall be removed as a party to the Account Control Agreement as of the effective date of such amendment and restatement and (b) the Trustee shall be entitled to its applicable surviving rights, protections, immunities and indemnities as set forth in the Account Control Agreement immediately prior to its removal therefrom.

In connection with the actions described in this Section 4, the Trustee and the Account Bank, as applicable, shall be entitled to their applicable rights, protections, immunities and indemnities as set forth in the Note Documents immediately prior to the termination thereof.

IN WITNESS WHEREOF, the Parties acknowledge and agree the foregoing as of the date first written above.