Exhibit 10.2


 


EXECUTION VERSION


 


COLLATERAL MANAGEMENT AGREEMENT


 


dated as of November 16, 2018


 


by and between


 


GOLUB
CAPITAL BDC CLO III LLC,


as Issuer


 


and


 


GC
ADVISORS LLC,


as Collateral Manager


 




    	 	 	 



     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	Section 1.	Definitions	1
	Section 2.	General Duties and Authority of the Collateral Manager	4
	Section 3.	Purchase and Sale Transactions; Brokerage	9
	Section 4.	Additional Activities of the Collateral Manager	11
	Section 5.	Conflicts of Interest	14
	Section 6.	Records; Confidentiality	15
	Section 7.	Obligations of Collateral Manager	16
	Section 8.	Compensation	17
	Section 9.	Benefit of the Agreement	19
	Section 10.	Limits of Collateral Manager Responsibility	19
	Section 11.	No Joint Venture	21
	Section 12.	Term; Termination	21
	Section 13.	Assignments	23
	Section 14.	Removal for Cause	24
	Section 15.	Obligations of Resigning or Removed Collateral Manager	27
	Section 16.	Representations and Warranties	27
	Section 17.	Limited Recourse; No Petition	30
	Section 18.	Notices	31
	Section 19.	Binding Nature of Agreement; Successors and Assigns	32
	Section 20.	Entire Agreement; Amendment	32
	Section 21.	Governing Law	33
	Section 22.	Submission to Jurisdiction	33
	Section 23.	Waiver of Jury Trial	34
	Section 24.	Conflict with the Indenture	34
	Section 25.	Subordination; Assignment of Agreement	34
	Section 26.	Indulgences Not Waivers	34
	Section 27.	Costs and Expenses	35
	Section 28.	Third Party Beneficiary	35
	Section 29.	Titles Not to Affect Interpretation	36
	Section 30.	Execution in Counterparts	36


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 31.	Provisions Separable	36
	Section 32.	Gender	36
	Section 33.	Communications with Rating Agencies	36


 




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COLLATERAL MANAGEMENT
AGREEMENT


 


This
Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”),
dated as of November 16, 2018 is entered into by and between GOLUB CAPITAL BDC CLO iii
llc, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), and
GC ADVISORS LLC, a limited liability company organized under the laws of the State
of Delaware, as collateral manager (together with its successors and permitted assigns, “GC Advisors” and the
“Collateral Manager”).


 


WITNESSETH:


 


WHEREAS, the Notes (as
defined in the Indenture) will be issued pursuant to an indenture dated as of the date hereof (the “Indenture”),
among the Issuer and U.S. Bank National Association, as trustee (the “Trustee”);


 


WHEREAS, the Issuer intends
to pledge all Collateral Obligations and the other Assets, all as set forth in the Indenture, to the Trustee as security for the
Issuer’s obligations under the Indenture;


 


WHEREAS, the Issuer desires
to appoint GC Advisors as the Collateral Manager to provide the services described herein and GC Advisors desires to accept such
appointment;


 


WHEREAS, the Indenture
authorizes the Issuer to enter into this Agreement, pursuant to which the Collateral Manager agrees to perform, on behalf of the
Issuer, certain investment management duties with respect to the acquisition, administration and disposition of Assets in the manner
and on the terms set forth herein and to perform such additional duties as are consistent with the terms of this Agreement and
the Indenture as the Issuer may from time to time reasonably request; and


 


WHEREAS, the Collateral
Manager has the capacity to provide the services required hereby and is prepared to perform such services upon the terms and subject
to the conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein set forth and of other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


Section 1.           Definitions.


 


		(a)	As used in this Agreement:



 


“Advisers Act”
shall mean the U.S. Investment Advisers Act of 1940, as amended.


 


“Affiliate Transaction”
shall have the meaning set forth in Section 5.


 


“Aggregate Collateral
Management Fee” shall have the meaning set forth in Section 8(a).


 






    	 	 



     


    

 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Cause”
shall have the meaning set forth in Section 14(a).


 


“Client”
shall mean, with respect to any specified Person, any Person or account for which the specified Person provides investment management
services or investment advice.


 


“CM Information”
shall mean the CM Offering Circular Information and any amendment or supplement approved by the Collateral Manager to the Final
Offering Circular that supplements or amends any of the CM Offering Circular Information (including any offering circular approved
in writing by the Collateral Manager for additional Notes issued pursuant to Section 2.13 of the Indenture, or for replacement
securities issued in connection with a Refinancing in part by Class of one or more Classes of Secured Notes, or any offering circular
in connection with a Re-Pricing).


 


“CM Offering Circular
Information” shall mean the information in the Final Offering Circular set forth under the headings “Risk Factors—Relating
to Certain Conflicts of Interest—Certain Conflicts of Interest Relating to the Collateral Manager and its Affiliates,”
“Risk Factors—Risks Relating to the Collateral Manager—The Collateral Manager relies on affiliates for certain
services,” “Risk Factors—Relating to Certain Conflicts of Interest—Conflicts related to obligations of
the Collateral Manager’s investment committee, the Collateral Manager, or its affiliates to other clients,” “Risk
Factors—Relating to Certain Conflicts of Interest—No Ethical Screens or Information Barriers” and “The
Collateral Manager and the Retention Provider”.


 


“Collateral Management
Fee” shall have the meaning set forth in Section 8(a).


 


“Collateral Management
Fee Shortfall Amount” shall have the meaning set forth in Section 8(a).


 


“Collateral Manager”
shall have the meaning set forth in the preamble.


 


“Collateral Manager
Breaches” shall have the meaning set forth in Section 10(a).


 


“Collateral Manager
Notes” shall mean any Notes owned by the Collateral Manager, an Affiliate thereof, or any account, fund, client or portfolio
established and controlled by the Collateral Manager or an Affiliate thereof or for which the Collateral Manager or an Affiliate
thereof acts as the investment adviser or with respect to which the Collateral Manager or an Affiliate thereof exercises discretionary
control thereover.


 


“Cumulative Deferred
Management Fee” shall have the meaning set forth in Section 8(a).


 


“Current Deferred
Management Fee” shall have the meaning set forth in Section 8(a).


 


“Expenses”
shall have the meaning set forth in Section 10(b).


 






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“Fee Basis Amount”
shall mean, as of any date of determination, the sum of (a) the Collateral Principal Amount, (b) the aggregate outstanding principal
balance of all Defaulted Obligations and (c) the aggregate amount of all Principal Financed Accrued Interest.


 


“Final Offering
Circular” shall mean the final offering circular, dated as of November 12, 2018, with respect to the Notes.


 


“Indemnified Party”
shall have the meaning set forth in Section 10(b).


 


“Indenture”
shall have the meaning set forth in the recitals hereto.


 


“Independent Review
Party” shall have the meaning set forth in Section 5.


 


“Instrument of
Acceptance” shall have the meaning set forth in Section 12(c).


 


“Internal Policies”
shall have the meaning set forth in Section 3(b).


 


“Issuer”
shall have the meaning set forth in the preamble.


 


“Losses”
shall have the meaning set forth in Section 10(b).


 


“Material Adverse
Effect” shall mean, with respect to any event or circumstance, a material adverse effect on (a) the business, financial
condition (other than the performance of the Assets) or operations of the Issuer, taken as a whole, (b) the validity or enforceability
of the Indenture, this Agreement or the Issuer’s Organizational Instruments or (c) the existence, perfection, priority or
enforceability of the Trustee’s lien on the Assets.


 


“Offering Circulars”
shall mean, collectively, the Final Offering Circular, the Second Preliminary Offering Circular and the Preliminary Offering Circular.


 


“Organizational
Instruments” shall mean the memorandum and articles of association or certificate of incorporation and bylaws (or the
comparable documents for the applicable jurisdiction), in the case of a corporation, or the partnership agreement, in the case
of a partnership, or the certificate of formation and limited liability company agreement (or the comparable documents for the
applicable jurisdiction), in the case of a limited liability company.


 


“Owner”
shall mean, with respect to any Person, any direct or indirect shareholder, member, partner or other equity or beneficial owner
thereof.


 


“Preliminary Offering
Circular” shall mean the preliminary offering circular, dated October 15, 2018, with respect to the Notes.


 


“Prime Rate”
shall mean, as of any date of determination, that certain rate quoted in the Wall Street Journal as the U.S. “prime
rate” on such date (or, if not quoted on such date, on the preceding date on which it is so quoted).


 


“Proceedings”
shall have the meaning set forth in Section 22.


 






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“Related Person”
shall mean, with respect to any Person, the owners of the equity interests therein, directors, officers, employees, managers, agents
and professional advisors thereof.


 


“Responsible Officer”
shall mean, with respect to any Person, any duly authorized director, officer or manager of such Person with direct responsibility
for the administration of the applicable agreement and also, with respect to a particular matter, any other duly authorized director,
officer or manager of such Person to whom such matter is referred because of such director’s, officer’s or manager’s
knowledge of and familiarity with the particular subject. Each party may receive and accept a certification of the authority of
any other party (which may contain contact information including an email address) as conclusive evidence of the authority of any
Person to act, and such certification may be considered as in full force and effect until receipt by such other party of written
notice to the contrary.


 


“Second Preliminary
Offering Circular” shall mean the Second Preliminary Offering Circular, dated October 30, 2018, with respect to the Notes.


 


“Section 28(e)”
shall have the meaning set forth in Section 3(b).


 


“Statement of
Cause” shall have the meaning set forth in Section 14(a).


 


“Termination Notice”
shall have the meaning set forth in Section 14(a).


 


“Transaction”
shall mean any action taken by the Collateral Manager on behalf of the Issuer with respect to the Assets, including, without limitation,
(i) selecting the Collateral Obligations and Eligible Investments to be acquired by the Issuer, (ii) investing and reinvesting
the Assets, (iii) amending, waiving and/or taking any other action commensurate with managing the Assets and (iv) instructing the
Trustee with respect to any acquisition, disposition or tender of a Collateral Obligation, Equity Security, Eligible Investment
or other assets received in respect thereof in the open market or otherwise by the Issuer.


 


“Trustee”
shall have the meaning set forth in the recitals hereto.


 


(b)          Capitalized
terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture. Unless the context
requires otherwise, references to “Section” mean a section of this Agreement.


 


Section 2.           General
Duties and Authority of the Collateral Manager.


 


(a)          GC
Advisors is hereby appointed as Collateral Manager of the Issuer for the purpose of performing certain investment management functions
including, without limitation, supervising and directing the investment and reinvestment of the Collateral Obligations and Eligible
Investments and performing certain administrative and advisory functions on behalf of the Issuer in accordance with the applicable
provisions of this Agreement, the Collateral Administration Agreement and the Indenture, and GC Advisors hereby accepts such appointment.
Except as may otherwise be expressly provided in this Agreement or the Indenture, the Collateral Manager will perform its obligations
hereunder and under the Indenture with reasonable care and in good faith, (i) using a degree of skill and attention no less than
that which the Collateral Manager exercises with respect to comparable assets that it may manage for itself and its other clients
and (ii) in accordance with the Collateral Manager’s existing practices and procedures with respect to investing in assets
of the nature and character of the Assets. To the extent not inconsistent with the foregoing, the Collateral Manager will follow
its customary standards, policies and procedures in performing its duties under this Agreement and the Indenture; provided that
the Collateral Manager shall not be liable for any loss or damages resulting from any failure to satisfy the standard of care set
forth in this Section 2(a) except to the extent such failure would result in liability pursuant to Section 10(a).


 






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(b)          Subject
to Section 2(a), Section 2(c)(i), Section 2(e), Section 5, Section 7 and Section 10 and to the
applicable provisions of the Indenture and of this Agreement, the Collateral Manager shall, and is hereby authorized to:


 


(i)           select
the Collateral Obligations and Eligible Investments to be acquired, sold, terminated or otherwise disposed of by the Issuer;


 


(ii)          invest
and reinvest the Assets (provided that investments and reinvestments in Collateral Obligations are subject to certain conditions);


 


(iii)         instruct
the Trustee with respect to any acquisition, disposition or tender of, or Offer with respect to, a Collateral Obligation, Equity
Security, Eligible Investment or other assets received in respect thereof in the open market or otherwise by the Issuer; and


 


(iv)         perform
all other tasks and may, in the Collateral Manager’s discretion, take all other actions that are specified, or not inconsistent
with, the duties of the Collateral Manager set forth in the Indenture, the Collateral Administration Agreement or this Agreement.


 


The Collateral Manager
shall, and is hereby authorized to, perform its obligations hereunder and under the Indenture and the Collateral Administration
Agreement in a manner which is consistent with the terms hereof and of the Indenture and the Collateral Administration Agreement.
The Collateral Manager will not be bound to comply with any supplement to the Indenture, however, until it has received a copy
of any such supplement from the Issuer or the Trustee and unless the Collateral Manager has consented thereto, as provided in the
Indenture.


 


Notwithstanding anything
to the contrary in this Section 2(b), none of the services performed by the Collateral Manager shall result in or be construed
as resulting in an obligation to perform any of the following: (i) the Collateral Manager acting repeatedly or continuously as
an intermediary in securities or loans for the Issuer; (ii) the Collateral Manager providing investment banking services to the
Issuer; or (iii) the Collateral Manager having direct contact with, or actively soliciting or finding, outside investors to invest
in the Issuer.


 






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(c)          Subject
to the provisions concerning its general duties and obligations as set forth in paragraphs (a) and (b) above and the terms of the
Indenture, the Collateral Manager shall provide, and is hereby authorized to provide, the following services to the Issuer:


 


(i)           The
Collateral Manager shall perform the investment-related duties and functions (including, without limitation, the furnishing of
Issuer Orders and Responsible Officer’s certificates) as are expressly required hereunder and under the Indenture with regard
to acquisitions, sales or other dispositions of Collateral Obligations, Equity Securities, Eligible Investments and other assets
permitted to be acquired or sold under, and subject to, the Indenture (including any proceeds received by way of Offers, workouts
and restructurings on assets owned by the Issuer) and shall comply with the Investment Criteria and the other requirements in the
Indenture. The Collateral Manager shall have no obligation to perform any other duties other than as expressly specified herein
or in the Indenture and the Collateral Manager shall be subject to no implicit obligations of any kind. The Issuer hereby irrevocably
(except as provided below) appoints the Collateral Manager as its true and lawful agent and attorney-in-fact (with full power of
substitution) in its name, place and stead and at its expense, in connection with the performance of its duties provided for in
this Agreement or in the Indenture, including, without limitation, the following powers: (A) to give or cause to be given any necessary
receipts or acquittance for amounts collected or received hereunder, (B) to make or cause to be made all necessary transfers of
the Collateral Obligations, Equity Securities and Eligible Investments in connection with any acquisition, sale or other disposition
made pursuant hereto and the Indenture, (C) to execute (under hand, under seal or as a deed) and deliver or cause to be executed
and delivered on behalf of the Issuer all necessary or appropriate bills of sale, assignments, agreements and other instruments
in connection with any such acquisition, sale or other disposition and (D) to execute (under hand, under seal or as a deed) and
deliver or cause to be executed and delivered on behalf of the Issuer any consents, votes, proxies, waivers, notices, amendments,
modifications, agreements, instruments, orders or other documents in connection with or pursuant to this Agreement or the Indenture
and relating to any Collateral Obligation, Equity Security or Eligible Investment. The Issuer hereby ratifies and confirms all
that such attorney-in-fact (or any substitute) shall lawfully do hereunder and pursuant hereto and authorizes such attorney-in-fact
to exercise full discretion and act for the Issuer in the same manner and with the same force and effect as the managers or officers
of the Issuer might or could do in respect of the performance of such services, as well as in respect of all other things the Collateral
Manager deems necessary or incidental to the furtherance or conduct of such services, subject in each case to the other terms of
this Agreement. The Issuer hereby authorizes such attorney-in-fact, in its sole discretion (but subject to applicable law and the
provisions of this Agreement and the Indenture), to take all actions that it considers reasonably necessary and appropriate in
respect of the Assets, this Agreement, the Indenture and the other Transaction Documents. Nevertheless, if so requested by the
Collateral Manager or by a purchaser of any Collateral Obligation, Equity Security or Eligible Investment, the Issuer shall ratify
and confirm any such sale or other disposition by executing and delivering to the Collateral Manager or such purchaser all proper
bills of sale, assignments, releases, powers of attorney, proxies, dividends, other orders and other instruments as may reasonably
be designated in any such request. Except as otherwise set forth and provided for herein, this grant of power of attorney is coupled
with an interest, and it shall survive and not be affected by the subsequent dissolution or bankruptcy of the Issuer. Notwithstanding
anything herein to the contrary, the appointment herein of the Collateral Manager as the Issuer’s agent and attorney-in-fact
shall automatically cease and terminate upon the effective date of any termination of this Agreement, the resignation of the Collateral
Manager pursuant to Section 12 or any removal of the Collateral Manager pursuant to Section 14. Each of the Collateral
Manager and the Issuer shall take such other actions, and furnish such certificates, opinions and other documents, as may be reasonably
requested by the other party hereto in order to effectuate the purposes of this Agreement and to facilitate compliance with applicable
laws and regulations and the terms of this Agreement and the Indenture.


 






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(ii)          The
Collateral Manager shall instruct the Issuer with respect to the acquisition of Collateral Obligations by the Issuer in accordance
with the Indenture.


 


(iii)         The
Collateral Manager shall monitor the Assets on behalf of the Issuer on an ongoing basis and shall provide or cause to be provided
to the Issuer all reports, schedules and other data reasonably available to the Collateral Manager that the Issuer is required
to prepare and deliver or cause to be prepared and delivered under the Indenture, in such forms and containing such information
required thereby, in reasonably sufficient time for such required reports, schedules and data to be reviewed and delivered by or
on behalf of the Issuer to the parties entitled thereto under the Indenture. Pursuant to the terms of the Collateral Administration
Agreement, the Collateral Administrator shall provide certain reports, schedules and calculations to the Collateral Manager regarding
the Collateral Obligations. The obligation of the Collateral Manager to furnish such information is subject to the Collateral Manager’s
timely receipt of necessary reports and the appropriate information from the Person responsible for the delivery of or preparation
of such reports and such information (including without limitation, Obligors of the Collateral Obligations, the Rating Agencies,
the Trustee and the Collateral Administrator) and to any confidentiality restrictions with respect thereto. The Collateral Manager
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing reasonably believed by it to be genuine and to have been signed or sent by a Person
that the Collateral Manager has no reason to believe is not duly authorized. The Collateral Manager also may rely upon any statement
made to it orally or by telephone and made by a Person the Collateral Manager has no reason to believe is not duly authorized,
and shall not incur any liability for relying thereon. The Collateral Manager is entitled to rely on any other information furnished
to it by third parties that it reasonably believes in good faith to be genuine.


 


(iv)         The
Collateral Manager, on behalf of the Issuer, shall be responsible for obtaining, to the extent reasonably practicable and to the
extent such information is readily available to it, any information concerning whether a Collateral Obligation is a Discount Obligation
or has become a Defaulted Obligation, a Credit Risk Obligation, a Deferring Obligation, a Current Pay Obligation or a Credit Improved
Obligation.


 






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(v)          The
Collateral Manager may, subject to and in accordance with the Indenture, as agent of the Issuer and on behalf of the Issuer, take
or, if applicable, direct the Trustee to take any of the following actions with respect to a Collateral Obligation, Equity Security
or Eligible Investment, as applicable:


 


(A)           purchase
or otherwise acquire such Collateral Obligation or Eligible Investment;


 


(B)            retain
such Collateral Obligation, Equity Security or Eligible Investment;


 


(C)           sell
or otherwise dispose of such Collateral Obligation, Equity Security or Eligible Investment (including any assets received by way
of Offers, workouts and restructurings on assets owned by the Issuer) in the open market or otherwise;


 


(D)           if
applicable, tender such Collateral Obligation, Equity Security or Eligible Investment;


 


(E)           if
applicable, consent to or refuse to consent to any proposed amendment, modification, restructuring, exchange, waiver or Offer;


 


(F)           retain
or dispose of any securities or other property (if other than cash) received by the Issuer;


 


(G)           waive
any default with respect to any Defaulted Obligation;


 


(H)           vote
to accelerate the maturity of any Defaulted Obligation;


 


(I)             participate
in a committee or group formed by creditors of an issuer or a borrower under a Collateral Obligation, Eligible Investment or Equity
Security;


 


(J)             after
or in connection with the payment in full of all amounts owed under the Secured Notes and the termination without replacement of
the Indenture or in connection with any redemption of the Notes (other than a Refinancing), advise the Issuer as to when, in the
view of the Collateral Manager, it would be in the best interest of the Issuer to liquidate all or a portion of the Issuer’s
investment portfolio (and, if applicable, after discharge of the Indenture) and render such assistance as may be necessary or required
by the Issuer in connection with such liquidation or any actions necessary to effectuate a redemption of the Notes (other than
a Refinancing);


 


(K)           advise
and assist the Issuer with respect to the valuation of the Assets, to the extent required or permitted by the Indenture;


 


(L)            provide
strategic and financial planning (including advice on utilization of assets), financial statements and other similar reports;


 






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(M)           negotiate,
modify or amend any loan for the Issuer as authorized by the Indenture in accordance with a Refinancing; and


 


(N)            exercise
any other rights or remedies with respect to such Collateral Obligation, Equity Security or Eligible Investment as provided in
the Underlying Instruments of the obligor under such Assets or the other documents governing the terms of such Assets or take any
other action consistent with the terms of this Agreement or the Indenture which the Collateral Manager reasonably determines to
be in the best interests of the Holders.


 


(vi)         The
Collateral Manager may, upon request of the Issuer, retain accounting, tax, counsel and other professional services on behalf of
the Issuer.


 


(vii)        In
connection with the acquisition of any loan or Participation Interest by the Issuer, the Collateral Manager shall prepare, on behalf
of the Issuer, the information required to be delivered to the Trustee pursuant to the Indenture.


 


(viii)       Where
the Collateral Manager executes on behalf of the Issuer an agreement or instrument pursuant to which any security interest over
any assets of the Issuer is created or released, the Collateral Manager shall promptly give written notice thereof to the Issuer
and shall provide the Issuer with such information and/or copy documentation in respect thereof as the Issuer may reasonably require.


 


(d)          In
performing its duties hereunder and when exercising its discretion and judgment in connection with any transactions involving the
Assets, the Collateral Manager shall carry out any reasonable written directions of the Issuer for the purpose of the Issuer’s
compliance with its Organizational Instruments and the Indenture; provided that such directions are not inconsistent with
any provision of this Agreement or the Indenture by which the Collateral Manager is bound or prohibited by applicable law.


 


(e)          In
providing services hereunder, the Collateral Manager may, without the consent of any party, delegate to third parties (including
without limitation its Affiliates) the duties assigned to the Collateral Manager under this Agreement, and employ third parties
(including without limitation its Affiliates) to render advice (including investment advice), to provide services to arrange for
trade execution and otherwise provide assistance to the Issuer, and to perform any of the Collateral Manager’s duties under
this Agreement; provided that the Collateral Manager shall not (i) delegate investment decision-making responsibilities
to non-Affiliates or (ii) be relieved of any of its duties hereunder regardless of the performance of any services by third parties,
including Affiliates.


 


Section 3.           Purchase
and Sale Transactions; Brokerage.


 


(a)          The
Collateral Manager, subject to and in accordance with the Indenture, hereby agrees that it shall cause any Transaction to be conducted
on terms and conditions negotiated on an arm’s-length basis and in accordance with applicable law. Except as expressly permitted
under the Indenture, no Assets (other than any Delayed Drawdown Collateral Obligations or Revolving Collateral Obligations) shall
be purchased if such Assets may give rise to any obligation or liability on the Issuer’s part to take any action or make
any payment other than at the Issuer’s option. Further, the Collateral Manager will not cause or allow the Issuer to acquire
any obligation of a Portfolio Company.


 






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(b)          The
Collateral Manager will seek to obtain the best execution (but shall have no obligation to obtain the lowest price available) for
all orders placed with respect to any Transaction, in a manner permitted by law and in a manner it believes to be in the best interests
of the Issuer. Subject to the preceding sentence, the Collateral Manager may, in the allocation of business, select brokers and/or
dealers with whom to effect trades on behalf of the Issuer and may open cash trading accounts with such brokers and dealers; provided
that none of the Assets may be credited to, held in or subject to the lien of the broker or dealer with respect to any such account.
In addition, subject to the first sentence of this paragraph, the Collateral Manager may, in the allocation of business, take into
consideration research and other brokerage services furnished to the Collateral Manager or its Affiliates by brokers and dealers
which are not Affiliates of the Collateral Manager; provided that the Collateral Manager in good faith believes that the
compensation for such services rendered by such brokers and dealers complies with the requirements of Section 28(e) of the Securities
Exchange Act of 1934, as amended (“Section 28(e)”), or in the case of principal or fixed income transactions
for which the “safe harbor” of Section 28(e) is not available, the amount of the spread charged is reasonable in relation
to the value of the research and other brokerage services provided. Such services may be used by the Collateral Manager in connection
with its other advisory activities or investment operations. The Collateral Manager may aggregate sales and purchase orders placed
with respect to the Assets with similar orders being made simultaneously for other accounts managed by the Collateral Manager or
with accounts of the Affiliates of the Collateral Manager, if in the Collateral Manager’s reasonable judgment such aggregation
can be expected to result in an overall economic benefit to the Issuer, taking into consideration the advantageous selling or purchase
price, brokerage commission or other expenses, as well as the availability of such Assets on any other basis. In accounting for
such aggregated order price, commissions and other expenses may be apportioned on a weighted average basis. When a Transaction
occurs as part of any aggregate sales or purchase orders, the objective of the Collateral Manager will be to use commercially reasonable
efforts to allocate the executions among the accounts in a manner that is fair and equitable and over time the Collateral Manager
believes, in its reasonable business judgment, to be appropriate and in accordance with its internal policies and procedures (as
such may be amended from time to time, the “Internal Policies”) and applicable law.


 


(c)          The
Issuer acknowledges and agrees that (i) the determination by the Collateral Manager of any benefit to the Issuer will be subjective
and will represent the Collateral Manager’s evaluation at the time that the Issuer can be expected to be benefited by relatively
better purchase or sales prices, lower brokerage commissions, lower transaction costs and expenses and beneficial timing of transactions
or any combination of any of these and/or other factors and (ii) the Collateral Manager shall be fully protected with respect to
any such determination to the extent the Collateral Manager acts in accordance with Section 2(a). The Issuer acknowledges
and agrees that one or more Affiliates of the Collateral Manager will hold or beneficially own all of the Outstanding Subordinated
Notes on and potentially after the Closing Date and that accounts advised or sub-advised by the Collateral Manager or its Affiliates
may acquire other Notes and that such investments may give rise to conflicts of interest between the Collateral Manager’s
duties to the Issuer under this Agreement and the interests of the Collateral Manager, its Affiliates or its Related Persons. The
Issuer hereby acknowledges that various potential and actual conflicts of interest do or may exist with respect to the Collateral
Manager, including in its capacity as investment adviser for both the Issuer and the BDC, as described in this Agreement and in
the Final Offering Circular.


 






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(d)          Subject
to compliance with applicable laws and regulations and subject to the Indenture and the Collateral Manager’s execution obligations
described in Sections 3(a), 3(b) and 3(e) and the covenants set forth in Section 5, the Collateral
Manager is hereby authorized to effect client cross-transactions where the Collateral Manager causes a Transaction to be effected
between the Issuer and another account advised by it or any of its Affiliates; provided that, if and to the extent required
by the Advisers Act, such authorization is terminable prior to the initiation of such cross-transaction at the Issuer’s option
without penalty. Such termination shall be effective upon receipt by the Collateral Manager of written notice from the Issuer.
Subject to the Collateral Manager’s execution obligations described in Sections 3(a), 3(b) and 3(e)
and the covenants set forth in Section 5, the Collateral Manager is hereby authorized to effect principal transactions and
transactions where the Issuer may invest in securities of issuers in which the Collateral Manager and/or its Affiliates have a
debt, equity or participation interest, in each case in accordance with applicable law.


 


(e)          The
Issuer acknowledges and agrees that the Collateral Manager or any of its Affiliates may acquire or sell obligations or securities,
for its own account or for the accounts of its customers, without either requiring or precluding the acquisition or sale of such
obligations or securities for the account of the Issuer. Such investments may be the same or different from those made on behalf
of the Issuer as to direction, amount, timing or other terms. The Issuer acknowledges that the Collateral Manager and its Affiliates
may enter into, for their own accounts or for the accounts of others, credit default swaps relating to obligors with respect to
the Collateral Obligations included in the Assets.


 


Section 4.           Additional
Activities of the Collateral Manager.


 


Nothing herein shall prevent
the Collateral Manager or any of its Affiliates from engaging in other businesses, or from rendering services of any kind to the
Issuer, the Trustee, the Initial Purchaser, any holder or beneficial owner of a Note or their respective Affiliates or any other
Person or entity regardless of whether such business is in competition with the Issuer or otherwise. Without prejudice to the generality
of the foregoing, partners, members, shareholders, directors, managers, officers, employees and agents of the Collateral Manager,
Affiliates of the Collateral Manager, and the Collateral Manager may:


 


(a)           serve
as managers or directors (whether supervisory or managing), officers, employees, partners, agents, nominees or signatories for
the Issuer or any Affiliate thereof, or for any obligor in respect of any of the Collateral Obligations, Equity Securities or Eligible
Investments or any Affiliate thereof, to the extent permitted by their respective Organizational Instruments and Underlying Instruments,
as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor in respect of any
of the Collateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective
Organizational Instruments;


 






    	 	11	 



     


    

 


(b)          receive
fees for services of whatever nature rendered to the obligor in respect of any of the Collateral Obligations, Eligible Investments
or Equity Securities or any Affiliate thereof;


 


(c)          be
retained to provide services unrelated to this Agreement to the Issuer or its Affiliates, and be paid therefor, on an arm’s-length
basis;


 


(d)          be
a secured or unsecured creditor of, or hold a debt obligation of or equity interest in, the Issuer or any Affiliate thereof or
any obligor of any Collateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;


 


(e)          subject
to Section 3(b), Section 5 and applicable law sell any Collateral Obligation or Eligible Investment to, or purchase
or acquire any Collateral Obligation, Equity Security or Eligible Investment from the Issuer while acting in the capacity of principal
or agent;


 


(f)           underwrite,
arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligation, Equity Security
or Eligible Investment;


 


(g)          serve
as a member of any “creditors’ board”, “creditors’ committee” or similar creditor group with
respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or


 


(h)          act
as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation
vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles.


 


As a result, such individuals
may possess information relating to obligors of Collateral Obligations that is (a) not known to or (b) known but restricted as
to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the
other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in
securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the
Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their
discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the
Issuer’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable
to the Issuer.


 


The Issuer acknowledges
that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates
of the type that many firms implement to separate Persons who make investment decisions from others who might possess material,
non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information
relating to obligors of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring
the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time
come into possession of material nonpublic information that limits the ability of the Collateral Manager to effect a transaction
for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s inability
to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf
of its clients, including the Issuer.


 






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Unless the Collateral Manager
determines in its sole discretion that a Transaction complies with the provisions of Section 5, the Collateral Manager will
not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates
or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any
of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have
material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities
in accordance with applicable law.


 


It is understood that the
Collateral Manager and any of its Affiliates may engage in any other business and furnish investment management and advisory services
to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager
with respect to the Assets and which may own securities or debt obligations of the same class, or which are of the same type, as
the Collateral Obligations or the Eligible Investments or other securities or debt obligations of the obligors of the Collateral
Obligations or the Eligible Investments as well as other assets that are the same or similar to other assets owned by the Issuer.
The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf
of itself or for others, which may be the same as or different from those effected with respect to the Assets. Nothing in the Indenture
and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf
of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities
or obligations of the same kind or class, or securities or obligations of a different kind or class of the same obligor, as those
directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted
by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their
families or a Person or entity advised by the Collateral Manager may have an interest in a particular transaction or in securities
or obligations of the same kind or class, or securities or obligations of a different kind or class of the same obligor, as those
whose acquisition or sale the Collateral Manager may direct hereunder. If, in light of market conditions and investment objectives,
the Collateral Manager determines that it would be advisable to purchase the same item of Collateral Obligation both for the Issuer,
and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the
Collateral Manager, the Collateral Manager will allocate such investment opportunities across such entities for which such opportunities
are appropriate consistent with (i) its Internal Policies, as the same may be amended from time to time, (ii) any applicable requirements
of the Advisers Act and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Collateral
Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable
over time. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager
may consider its relationships with other Clients (including obligors and issuers) and its Affiliates. The Collateral Manager may
decline to make a particular investment for the Issuer in view of such relationships.


 






    	 	13	 



     


    

 


The Issuer acknowledges
that the Collateral Manager and its Affiliates or their other clients may make and/or hold investments in an obligor’s obligations
or securities that may be pari passu, senior or junior in ranking to an investment in such obligor’s obligations or
securities made and/or held by the Issuer, or otherwise have interests different from or adverse to those of the Issuer.


 


Section 5.           Conflicts
of Interest.


 


Subject to compliance with
applicable laws and regulations and subject to this Agreement and the Indenture, the Collateral Manager is hereby authorized to
effect client cross-transactions where the Collateral Manager may cause the Issuer and direct the Trustee to acquire a Collateral
Obligation or Eligible Investment from, or sell a Collateral Obligation, Equity Security or Eligible Investment to, any client
advised by the Collateral Manager or any of its Affiliates for market value (or, in the case of a sale to any such client or its
Affiliate, for at least market value) or, in the absence of a readily ascertainable market value, at an amount that is equal to
“fair value” (or, in the case of a sale to any such client or its Affiliate, for an amount that is at least equal to
“fair value”) as reasonably determined by the Collateral Manager in accordance with its relevant policies and procedures.
Subject to compliance with applicable laws and regulations and subject to this Agreement and the Indenture, the Collateral Manager
may effect principal transactions where the Collateral Manager may cause the Issuer and direct the Trustee to acquire a Collateral
Obligation or Eligible Investment from, or sell a Collateral Obligation, Equity Security or Eligible Investment to, the Collateral
Manager or any of its Affiliates for market value (or, in the case of a sale to the Collateral Manager or its Affiliates, for at
least market value) or, in the absence of a readily ascertainable market value, at an amount that is equal to “fair value”
(or, in the case of a sale to the Collateral Manager or its Affiliates, for an amount that is at least equal to “fair value”)
as reasonably determined by the Collateral Manager in accordance with its relevant policies and procedures; provided that
the Collateral Manager shall obtain consent to such transaction from the Independent Review Party following written disclosure
thereto prior to settlement of such transaction which shall constitute the consent of the Issuer required under Section 206(3)
of the Advisers Act (an “Affiliate Transaction”). The Issuer understands and acknowledges that, solely for the
purposes of compliance with the U.S. Risk Retention Rules, the Collateral Manager shall, with the consent of a majority of the
directors of the BDC who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the BDC,
enter into the Closing Date Master Loan Sale Agreement with the BDC and the Issuer pursuant to which the Issuer shall acquire Collateral
Obligations from the BDC, as seller, through the Collateral Manager, as closing date seller, on the Closing Date in a series of
transactions occurring immediately following one another.  The Issuer further understands and acknowledges that the Collateral
Manager will not receive any compensation for effectuating, or achieve any profits or losses as a result of its entry into the
Closing Date Master Loan Sale Agreement and that, at the time of the transactions referenced in the Closing Date Master Loan Sale
Agreement, the Collateral Manager will not be insolvent, and the Collateral Obligations transferred through the Collateral Manager
in such transactions would not be encumbered by any lien solely by virtue of such transactions. Subject to compliance with applicable
laws and regulations and subject to this Agreement and the Indenture, the Collateral Manager is hereby authorized to effect agency
cross-transactions where the Collateral Manager or any of its Affiliates may act as broker for the Issuer or for the other party
in connection with the acquisition of a Collateral Obligation or Eligible Investment or disposition or exchange of a Collateral
Obligation, Equity Security or Eligible Investment and receive compensation therefor; provided that, if and to the extent
required by the Advisers Act, such authorization is terminable prior to the completion of such agency cross-transaction at the
Issuer’s option without penalty, such termination to be effective upon receipt by the Collateral Manager of written notice
from the board of directors of the BDC, as designated manager of the Issuer. The Collateral Manager and its Affiliates so acting
have a potentially conflicting division of loyalties and responsibilities to both parties to such transactions. The Issuer understands
and expects that the Collateral Manager will engage in a significant amount of client cross-transactions. The Issuer understands
that Collateral Obligations or Equity Securities that are fair valued in accordance with the Collateral Manager’s valuation
policies generally will not have readily ascertainable market values and that the fair value assigned to such Collateral Obligations
or Equity Securities, as determined in good faith by the Collateral Manager in accordance with its policies and procedures, may
not match the next available and reliable market price or, in retrospect, have been the price at which the Collateral Obligation
or Equity Security could have been purchased or sold. The Issuer acknowledges that the Collateral Manager or an Affiliate thereof
may hold or beneficially own a portion of the outstanding Notes. In certain circumstances, the interests of the Issuer and/or the
holders with respect to matters as to which the Collateral Manager is advising the Issuer may conflict with the interests of the
Collateral Manager and its Affiliates. The Issuer hereby acknowledges that various potential and actual conflicts of interest may
exist with respect to the Collateral Manager as described in this Agreement, the Indenture, the Offering Circulars provided by
the Issuer for the Notes or the Form ADV of the Collateral Manager; provided that nothing in this Section 5 shall
be construed as altering the duties of the Collateral Manager as set forth herein, in the Indenture or under applicable law. With
respect to the approval of Affiliate Transactions, the Issuer hereby appoints the independent directors of the BDC, the Issuer’s
designated manager, to act on the Issuer’s behalf by majority vote (a majority of such directors, the “Independent
Review Party”).


 






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Section 6.           Records;
Confidentiality.


 


The Collateral Manager
shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder,
and such books of account and records shall be accessible for inspection by representatives of the Issuer, the Trustee, the Holders,
and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture
at any time during normal business hours and upon not less than three Business Days’ prior notice. The Collateral Manager
shall keep confidential any and all information obtained in connection with the services rendered hereunder and shall not disclose
any such information to non-affiliated third parties (excluding any Holders and beneficial owners of Notes) except (a) with the
prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating
of the Secured Notes or supplying credit estimates on any obligation included in the Assets, (c) in connection with establishing
trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required
by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral
Manager or any of its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction
over the Collateral Manager or any of its Affiliates or (iii) the rules and regulations of any stock exchange on which the Notes
may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information
as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall
have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to
disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document
or (h) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with
their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is
serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s
assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily
disclosed by managers of collateralized loan obligations and (e) each of its respective employees, representatives or other agents
may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income
tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of
any kind (including opinions and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment
and U.S. income tax structure. For purposes of this Section 6, the Holders shall not be considered “non-affiliated
third parties.”


 






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Nothing in this Section
6 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity,
including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and
any agency inspector general, or making other disclosures that are protected under the whistleblower provisions of federal law
or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement
hereunder to notify the Collateral Manager that any such reports or disclosures have been made.


 


Section 7.           Obligations
of Collateral Manager.


 


In accordance with the
performance standard set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that
would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law
applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral
Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental
body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States
federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each
case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability
of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as
an “investment company” under Section 8 of the 1940 Act or (e) knowingly and willfully adversely affect the interests
of the Holders in the Assets in any material respect (other than (i) as expressly permitted hereunder or under the Indenture or
(ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary
duties to its clients). If the Collateral Manager is ordered by the designated manager of the Issuer or the requisite Holders
or beneficial owners of Notes to take any action which would, or could reasonably be expected to, in each case in its reasonable
business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would,
or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set
forth above and shall not take such action unless the designated manager of the Issuer then request the Collateral Manager to
do so and both a Majority of the Controlling Class and a Majority of the Subordinated Notes have consented thereto in writing.
Notwithstanding any such request, the Collateral Manager shall not take such action unless (1) arrangements satisfactory to it
are made to insure or indemnify the Collateral Manager, Affiliates of the Collateral Manager and shareholders, partners, directors,
members, managers, officers or employees of the Collateral Manager or such Affiliates from any liability and expense it may incur
as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers
to the Collateral Manager an Opinion of Counsel (from outside counsel satisfactory to the Collateral Manager) that the action
so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer
or over the Collateral Manager. Neither the Collateral Manager nor its Affiliates, shareholders, partners, directors, members,
managers, officers or employees shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding
anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section
7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral
Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated
by this Section 7 are satisfactory.



 






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Section 8.           Compensation.


 


(a)          As
compensation for its performance of its obligations as Collateral Manager under this Agreement, the Collateral Manager will be
entitled to receive on each Payment Date (in accordance with the Priority of Payments) a fee (the “Collateral Management
Fee”). The Collateral Management Fee shall be payable on each Payment Date to the extent of the funds available for such
purpose in accordance with the Priority of Payments.


 


The Collateral Management
Fee is payable to the Collateral Manager in arrears, on each Payment Date (prorated for the related Interest Accrual Period) in
an amount equal to 0.35%, per annum (calculated on the basis of the actual number of days in the applicable Collection Period
divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date; provided
that the Collateral Management Fee payable on any Payment Date shall not include any such fee (or any portion thereof) that has
been waived or deferred by the Collateral Manager pursuant to this Section 8 no later than the Determination Date immediately
prior to such Payment Date.


 






    	 	17	 



     


    

 


The Collateral Management
Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available. To
the extent the Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds
(and such fee was not voluntarily deferred or waived by the Collateral Manager), the unpaid portion of the Collateral Management
Fee due on such Payment Date (the “Collateral Management Fee Shortfall Amount”) will be automatically deferred
for payment on the succeeding Payment Date, with interest, in accordance with the Priority of Payments. Interest on Collateral
Management Fee Shortfall Amounts shall accrue at the Prime Rate for the period beginning on the first Payment Date on which the
related Collateral Management Fee was due (and not paid) through the Payment Date on which such Collateral Management Fee Shortfall
Amount (including accrued interest) is paid.


 


At the option of the Collateral
Manager, by written notice to the Trustee and the Collateral Administrator, no later than the Determination Date immediately prior
to such Payment Date, on each Payment Date, (i) all or a portion of the Collateral Management Fees or the Collateral Management
Fee Shortfall Amount (including accrued interest) due and owing on such Payment Date may be deferred for payment on a subsequent
Payment Date, without interest (the “Current Deferred Management Fee”) and (ii) all or a portion of the previously
deferred Collateral Management Fees or Collateral Management Fee Shortfall Amounts (collectively, the “Cumulative Deferred
Management Fee”) may be declared due and payable (to the extent there are sufficient Interest Proceeds and Principal
Proceeds therefor).


 


At such time as the Secured
Notes are redeemed in connection with an Optional Redemption, a Tax Redemption or Clean-Up Call Redemption without duplication,
all accrued and unpaid Collateral Management Fees, Current Deferred Management Fees, Collateral Management Fee Shortfall Amounts
(including accrued interest) and Cumulative Deferred Management Fees (the “Aggregate Collateral Management Fee”)
shall be due and payable to the Collateral Manager.


 


(b)          The
Collateral Manager may, in its sole discretion (but shall not be obligated to), elect to waive all or any portion of the Collateral
Management Fee payable to the Collateral Manager on any Payment Date, notwithstanding that the Collateral Manager may be entitled
to such Collateral Management Fee. Any such election shall be made by the Collateral Manager delivering written notice thereof
to the Trustee and the Collateral Administrator no later than the Determination Date immediately prior to such Payment Date. Any
election to waive the Collateral Management Fee may also be made by written standing instructions to the Trustee and the Collateral
Administrator; provided that such standing instructions may be rescinded by the Collateral Manager at any time.


 


(c)          Except
as otherwise set forth herein and in the Indenture, the Collateral Manager will continue to serve as collateral manager under this
Agreement notwithstanding that the Collateral Manager will not have received amounts due to it under this Agreement because sufficient
funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments.


 






    	 	18	 



     


    

 


(d)          If
this Agreement is terminated for any reason, or the Collateral Manager resigns or is removed, (i) any Collateral Management Fees
calculated as provided in Section 8(a) shall be prorated for any partial period elapsing from the last Payment Date on which
such Collateral Manager received the Collateral Management Fee to the effective date of such termination, resignation or removal
and (ii) any unpaid Cumulative Deferred Management Fees and Collateral Management Fee Shortfall Amounts (including related interest)
shall be determined as of the effective date of such termination, resignation or removal and, in each case, shall be due and payable
on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of
Payments until paid in full; provided, however, that, notwithstanding the foregoing or any other provision contained herein, in
the event the Collateral Manager’s services terminate other than by reason of an involuntary termination not for cause, then
the terminating Collateral Manager shall not be entitled to any deferred Collateral Management Fee on any Payment Date following
the date of such termination. Otherwise, such Collateral Manager shall not be entitled to any further compensation hereunder for
further services but shall be entitled to receive any expense reimbursement accrued to the effective date of termination, resignation
or removal and any indemnity amounts owing (or that may become owing) under Section 10. Any Aggregate Collateral Management
Fee expense reimbursement and indemnities owed to such Collateral Manager or owed to any successor Collateral Manager on any Payment
Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the Priority of Payments.


 


Section 9.           Benefit
of the Agreement.


 


The Collateral Manager
shall perform its obligations hereunder and under the Indenture in accordance with the terms of this Agreement and the terms of
the Indenture applicable to it. The Collateral Manager agrees and consents to the provisions contained in Section 15.1(f) of the
Indenture. In addition, the Collateral Manager acknowledges the pledge under the granting clause of the Indenture.


 


Section 10.         Limits
of Collateral Manager Responsibility.


 


(a)          None
of the Collateral Manager, its Affiliates, its Owners or their respective Related Persons assumes any responsibility under this
Agreement except that the Collateral Manager agrees to render the services required to be performed by it hereunder and under the
terms of the Indenture applicable to it. The Collateral Manager shall not be responsible for any action or inaction of the Issuer
or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager including
as set forth in Section 7. The Indemnified Parties shall not be liable to the Issuer, the Trustee, any Holder, any beneficial
owner of Notes, the Initial Purchaser, any of their respective Affiliates, Owners or Related Persons or any other Persons for any
act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, assessment, settlement,
cost, or other expense (including attorneys’ fees and expenses and court costs) arising out of any investment, or for any
other act or omission in the performance of the Collateral Manager’s obligations under or in connection with this Agreement
or the terms of any other Transaction Document applicable to the Collateral Manager, incurred as a result of actions taken or recommended
or for any omissions of the Collateral Manager, or for any decrease in the value of the Assets, except for liability to which the
Collateral Manager would be subject (i) by reason of acts or omissions constituting bad faith, willful misconduct or gross negligence
in the performance of its duties hereunder and under the terms of the Indenture or (ii) with respect to the CM Information in each
Offering Circular, as of the date made, containing any untrue statement of a material fact or omitting to state a material fact
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (the preceding
clauses (i) and (ii) collectively referred to for purposes of this Section 10 as “Collateral Manager Breaches”).
The Collateral Manager shall not be liable for any consequential, indirect, special, punitive, exemplary or treble damages or lost
profits hereunder or under the Indenture. The Collateral Manager and any of its Affiliates may consult with counsel, independent
accountants or any other experts selected by them and shall not be liable for any action taken or omitted to be taken by them in
accordance with their advice. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable
state or federal law or any rules or regulations adopted thereunder.


 






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(b)          The
Issuer shall indemnify and hold harmless the Collateral Manager, its Affiliates and Owners and their respective Related Persons
(each, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, assessments,
costs or other liabilities (collectively, “Losses”) and will promptly reimburse each such Indemnified Party
for all reasonable fees and expenses incurred by an Indemnified Party with respect thereto (including reasonable fees and expenses
of counsel) (collectively, “Expenses”) arising out of or in connection with the issuance of the Notes (including,
without limitation, any untrue statement of material fact contained in each Offering Circular, or omission or alleged omission
to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading, other than CM Information), the transactions contemplated by the applicable Offering Circular,
the Indenture, this Agreement, the other Transaction Documents, any Underlying Instruments and the performance of the Assets and
any acts or omissions of any such Indemnified Party; provided that such Indemnified Party shall not be indemnified for any
Losses or Expenses incurred as a result of any Collateral Manager Breach. Notwithstanding anything contained herein to the contrary,
the obligations of the Issuer under Section 10 to indemnify any Indemnified Party for any Losses or Expenses are non-recourse
obligations of the Issuer payable solely out of the Assets in accordance with the Priority of Payments set forth in the Indenture.


 


(c)          It
is understood that certain provisions of this Agreement may serve to limit the potential liability of the Collateral Manager. The
Issuer has had the opportunity to consult with the Collateral Manager as well as, if desired, its professional advisors and legal
counsel as to the effect of these provisions. It is further understood that certain applicable laws, including applicable federal
or state securities laws, may impose liability or allow for legal remedies even where the Collateral Manager has acted in good
faith and that the rights under those laws may be non-waivable. Nothing in this Agreement shall, in any way, constitute a waiver
or limitation of any rights which may not be so limited or waived in accordance with applicable law, including with respect to
the breach of any fiduciary duty owed under Section 206 of the Advisers Act.


 






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Section 11.         No
Joint Venture.


 


The Issuer and the Collateral
Manager are not partners or joint venturers with each other and nothing herein shall be construed to make them such partners or
joint venturers or impose any liability as such on either of them. The Collateral Manager shall be deemed, for all purposes herein,
an independent contractor and shall, except as otherwise expressly provided herein or in the Indenture or authorized by the Issuer
from time to time, have no authority to act for or represent the Issuer in any way or otherwise be deemed an agent of the Issuer.
It is acknowledged that neither the Collateral Manager nor any of its Affiliates has provided or shall provide any tax, accounting
or legal advice or assistance to the Issuer or any other Person in connection with the transactions contemplated hereby.


 


Section 12.         Term;
Termination.


 


(a)          This
Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs:
(i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders, (ii) the
payment in full of the Notes, and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early
termination of this Agreement in accordance with Section 12(b) or (e) or Section 14.


 


(b)          Subject
only to clause (c) below, the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or
such shorter notice as is acceptable to the Issuer), the Holders and the Trustee; provided that the Collateral Manager shall
have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders
the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.


 


(c)          Notwithstanding
the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement
pursuant to such clause shall be effective until the date as of which a successor Collateral Manager shall have been appointed
and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations
pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.


 


(d)          Promptly
after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any
of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such
notice to the Holders) and each Rating Agency (provided that, in the case of Fitch, only for so long as any Class A Notes remain
Outstanding) and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes,
which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and
competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the
capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable
terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as,
an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and
(v) has been approved by a Majority of the Controlling Class.


 






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(e)          If
(i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal
of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the
Holders of the Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling
Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be,
nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated
Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager
is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the
Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days)
following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated
Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor
Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment
and without the consent of any holder or beneficial owner of any Note.


 


(f)          The
successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation
payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written
consent of 100% of the Holders of each Class of Notes voting separately by Class, including Collateral Manager Notes. Upon the
later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in
Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power
of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by
any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral
Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with
this Agreement and as shall be necessary to effect any such succession.


 


(g)          If
this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation
of either party to the other, except as provided in clause (h) below.


 


(h)          Sections
6, 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17,
21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12
or Section 14.


 






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Section 13.         Assignments.


 


(a)          Except
as otherwise provided in this Section 13, the Collateral Manager may not assign or delegate (except as provided in Section
2(e)) its rights or responsibilities under this Agreement unless (i) the Global Rating Agency Condition has been satisfied
with respect thereto, (ii) the consent of the Issuer has been obtained with respect thereto and (iii) such assignment or delegation
has not been disapproved in writing by (A) a Majority of the Subordinated Notes and (B) for an assignment to any person who is
not an Affiliate of the Collateral Manager that is a Registered Investment Adviser, a Majority of the Controlling Class within
30 days’ notice of such assignment. The Collateral Manager shall not be required to obtain such consents or satisfy such
condition with respect to a change of control transaction that is deemed to be an assignment within the meaning of Section 202(a)(1)
of the Advisers Act at the time of any such transaction; provided that, if the Collateral Manager is a Registered Investment
Adviser, the Collateral Manager shall obtain the consent of the Issuer to such assignment, in a manner consistent with SEC Staff
interpretations of Section 205(a)(2) of the Advisers Act.


 


(b)          The
Collateral Manager may without satisfaction of the Global Rating Agency Condition, without obtaining the consent of any holder
or beneficial owner of any Note and, so long as such assignment or delegation does not constitute an “assignment” for
purposes of Section 205(a)(2) of the Advisers Act during such time as the Collateral Manager is a Registered Investment Adviser,
without obtaining the prior consent of the Issuer, (1) assign any of its rights or obligations under this Agreement to an Affiliate;
provided that such Affiliate (i) has demonstrated an ability to professionally and competently perform duties similar to
those imposed upon the Collateral Manager pursuant to this Agreement, (ii) has the legal right and capacity to act as Collateral
Manager under this Agreement and (iii) shall not cause the Issuer or the pool of Assets to become required to register under the
provisions of the 1940 Act or (2) enter into (or have its parent enter into) any consolidation or amalgamation with, or merger
with or into, or transfer of all or substantially all of its assets to, another entity; provided further that, at the time
of such consolidation, merger, amalgamation or transfer the resulting, surviving or transferee entity assumes all the obligations
of the Collateral Manager under this Agreement generally and the other entity is solely a continuation of the Collateral Manager
in another corporate or similar form and has substantially the same staff; provided further that such action does not cause
the Issuer to be subject to tax in any jurisdiction outside of its jurisdiction of organization; provided further that the
Collateral Manager shall deliver prior notice to the Rating Agencies (provided that, in the case of Fitch, only for so long as
any Class A Notes remain Outstanding) of any assignment, delegation or combination thereof made pursuant to this sentence. Upon
the execution and delivery of any such assignment by the assignee, the Collateral Manager will be released from further obligations
pursuant to this Agreement except with respect to its obligations and agreements arising under Sections 10, 12(g),
17, 21 through 24, and 26 in respect of acts or omissions occurring prior to such assignment and except
with respect to its obligations under Section 15 after such assignment.


 


(c)          This
Agreement shall not be assigned by the Issuer without (i) the prior written consent of (A) the Collateral Manager, (B) a Majority
of the Subordinated Notes and (C) a Majority of each Class of Secured Notes (voting separately) and (ii) satisfaction of the Global
Rating Agency Condition, except in the case of assignment by the Issuer (1) to an entity which is a successor to the Issuer permitted
under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in
the same manner as the Issuer is bound thereunder or (2) to the Trustee as contemplated by the granting clause of the Indenture.
The Issuer has assigned its rights, title and interest in (but not its obligations under) this Agreement to the Trustee pursuant
to the Indenture; and the Collateral Manager by its signature below agrees to, and acknowledges, such assignment. Upon assignment
by the Issuer, the Issuer shall use reasonable efforts to cause such assignee to execute and deliver to the Collateral Manager
such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment.


 






    	 	23	 



     


    

 


(d)          The
Issuer shall provide the Rating Agencies (provided that, in the case of Fitch, only for so long as any Class A Notes remain Outstanding)
and the Trustee (who shall provide a copy of such notice to the Controlling Class) with notice of any assignment pursuant to this
Section 13.


 


Section 14.         Removal
for Cause.


 


(a)          The
Collateral Manager may be removed for Cause upon 30 Business Days’ prior written notice by the Issuer
(“Termination Notice”) at the direction of a Supermajority of the Controlling Class or a Majority of the
Subordinated Notes. Simultaneous with its direction to the Issuer to remove the Collateral Manager for Cause, a Majority of
the Subordinated Notes or a Supermajority of the Controlling Class, as applicable, shall give to the Issuer a written
statement setting forth the reason for such removal (“Statement of Cause”). The Issuer shall deliver to
the Trustee (who shall deliver a copy of such notice to the Holders) a copy of the Termination Notice and the Statement of
Cause within five Business Days of receipt. No such removal shall be effective (A) until the date as of which a successor
Collateral Manager shall have been appointed in accordance with Sections 12(d) and (e) and delivered an
Instrument of Acceptance to the Issuer and the removed Collateral Manager and the successor Collateral Manager has
effectively assumed all of the Collateral Manager’s duties and obligations and (B) unless the Statement of Cause has
been delivered to the Issuer as set forth in this Section 14(a). “Cause” means any of the
following:


 


(i)           the
Collateral Manager shall willfully and intentionally violate, or takes any action that it actually knows breaches, any material
provision of this Agreement or the Indenture applicable to it (not including a willful and intentional breach that results from
a good faith dispute regarding reasonable alternative courses of action or interpretation of instructions);


 


(ii)          the
Collateral Manager shall breach any material provision of this Agreement or any terms of the Indenture applicable to it (other
than as covered by clause (i) and it being understood that failure to meet any Concentration Limitation, Collateral Quality
Test or Coverage Test is not a breach for purposes of this clause (ii)), which breach would reasonably be expected to have
a Material Adverse Effect on any Class of Noteholders and shall not cure such breach (if capable of being cured) within 30 days
after the earlier to occur of a Responsible Officer of the Collateral Manager receiving notice or having actual knowledge of such
breach, unless, if such breach is remediable, the Collateral Manager has taken action commencing the cure thereof within such 30
day period that the Collateral Manager believes in good faith will remedy such breach within 60 days after the earlier to occur
of a Responsible Officer receiving notice or having actual knowledge thereof;


 






    	 	24	 



     


    

 


(iii)         the
failure of any representation, warranty, certification or statement made or delivered by the Collateral Manager in or pursuant
to this Agreement or the Indenture to be correct in any material respect when made which failure (A) would reasonably be expected
to have a Material Adverse Effect on any Class of Noteholders and (B) is not corrected by the Collateral Manager within 45 days
of a Responsible Officer of the Collateral Manager receiving notice of such failure, unless, if such failure is remediable, the
Collateral Manager has taken action commencing the cure thereof within such 45 day period that the Collateral Manager believes
in good faith will remedy such failure within 75 days after the earlier to occur of a Responsible Officer receiving notice thereof
or having actual knowledge thereof; provided that the delivery of a certificate or other report which corrects any inaccuracy
contained in a previous report or certification shall be deemed to cure such inaccuracy as of the date of delivery of such updated
report or certificate and any and all inaccuracies arising from continuation of such initial inaccurate report or certificate and
the sale or other disposition of any asset that did not satisfy clause (a) of the Investment Criteria shall cure any breach or
failure arising therefrom as of the date of such failure;


 


(iv)         the
Collateral Manager is wound up or dissolved or there is appointed over it or a substantial part of its assets a receiver, administrator,
administrative receiver, trustee or similar officer; or the Collateral Manager (A) ceases to be able to, or admits in writing its
inability to, pay its debts as they become due and payable, or makes a general assignment for the benefit of, or enters into any
composition or arrangement with, its creditors generally; (B) applies for or consents (by admission of material allegations of
a petition or otherwise) to the appointment of a receiver, trustee, assignee, custodian, liquidator or sequestrator (or other similar
official) of the Collateral Manager or of any substantial part of its properties or assets in connection with any winding up, liquidation,
reorganization or other relief under any bankruptcy, insolvency, receivership or similar law, or authorizes such an application
or consent, or proceedings seeking such appointment are commenced without such authorization, consent or application against the
Collateral Manager and continue undismissed for 60 days; (C) authorizes or files a voluntary petition in bankruptcy, or applies
for or consents (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization,
arrangement, readjustment of debt, insolvency, dissolution, or similar law, or authorizes such application or consent, or proceedings
to such end are instituted against the Collateral Manager without such authorization, application or consent and are approved as
properly instituted and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency or the issuance of
an order for relief; or (D) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached
by court order and the order (if contested in good faith) remains undismissed for 60 days;


 


(v)          the
occurrence and continuation of an Event of Default pursuant to Section 5.1(a), (b) or (c) under the Indenture that results primarily
from any material breach by the Collateral Manager of its duties under this Agreement or under the Indenture which breach or default
is not cured within any applicable cure period; or


 






    	 	25	 



     


    

 


(vi)         (A)
the occurrence of an act by the Collateral Manager that constitutes fraud or criminal activity in the performance of its obligations
under this Agreement (as determined pursuant to a final adjudication by a court of competent jurisdiction) or the Collateral Manager
being indicted for a criminal offense materially related to its business of providing asset management services, or (B) any Responsible
Officer of the Collateral Manager primarily responsible for the performance by the Collateral Manager of its obligations under
this Agreement (in the performance of his or her investment management duties) is indicted for a criminal offense materially related
to the business of the Collateral Manager providing asset management services and continues to have responsibility for the performance
by the Collateral Manager under this Agreement for a period of 30 days after such indictment; provided that any indictment
arising from practices that have become the subject of contemporaneous actions against multiple investment advisers shall not constitute
“Cause” for purposes of this clause (vi) if the Collateral Manager enters into an agreement or settlement with any
authority that has commenced an indictment, which agreement is entered into without prejudice within 90 days following such indictment.


 


(b)          If
any of the events specified in clauses (a)(i) through (vi) of this Section 14 shall occur, the Collateral Manager shall
give prompt written notice thereof to the Issuer, the Holders, the Trustee, and the Rating Agencies (provided that, in the case
of Fitch, only for so long as any Class A Notes remain Outstanding); provided that if any of the events specified in Section
14(a)(iv) shall occur, the Collateral Manager shall give written notice thereof to the Issuer, the Trustee, and the Rating
Agencies (provided that, in the case of Fitch, only for so long as any Class A Notes remain Outstanding) immediately upon the Collateral
Manager’s becoming aware of the occurrence of such event. A Majority of each Class of Notes, voting separately by Class,
may waive any event described in Section 14(a)(i), (ii), (iii), (v) or (vi) as a basis for termination
of this Agreement and removal of the Collateral Manager under this Section 14. In no event will the Trustee be required
to determine whether or not Cause exists for the removal of the Collateral Manager.


 


(c)          Unless
all Notes of the applicable Class are Collateral Manager Notes, Collateral Manager Notes will be disregarded and have no voting
rights with respect to any vote in respect of (i) the removal of the Collateral Manager for “cause” under this Section
14 and (ii) the waiver of any event constituting “cause” as a basis for termination of this Agreement and removal
of the Collateral Manager, and such Notes will be deemed not to be Outstanding in connection with any such vote, except that only
Notes that a trust officer of the Trustee actually knows to be Collateral Manager Notes shall be so disregarded. Collateral Manager
Notes will have voting rights with respect to all other matters as to which the holders of the Notes of the applicable Classes
are entitled to vote.


 


(d)          If
the Collateral Manager is removed pursuant to this Section 14, the Issuer shall have, in addition to the rights and remedies
set forth in this Agreement, all of the rights and remedies available with respect thereto at law or equity.


 






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Section 15.         Obligations
of Resigning or Removed Collateral Manager.


 


(a)          On,
or as soon as practicable after, the date any resignation or removal is effective, the Collateral Manager shall (at the Issuer’s
expense):


 


(i)           deliver
to the Issuer or to such other Person as the Issuer shall instruct all property and documents of the Issuer or otherwise relating
to the Assets then in the custody of the Collateral Manager;


 


(ii)          deliver
to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor Collateral Manager
appointed pursuant to Section 12; and


 


(iii)         agree
to cooperate with all reasonable requests related to any proceedings, even after its resignation or removal, which arise in connection
with this Agreement or the Indenture, assuming the Collateral Manager has received an indemnity in form reasonably satisfactory
to the Collateral Manager from an entity reasonably satisfactory to the Collateral Manager, and expense reimbursement reasonably
satisfactory to the Collateral Manager.


 


(b)          Notwithstanding
such resignation or removal, the Collateral Manager shall remain liable for its obligations under Section 10 and its acts
or omissions giving rise thereto and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature
whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a Collateral Manager Breach, subject to
the limitations of liability set forth in Section 10.


 


Section 16.         Representations
and Warranties.


 


(a)          The
Issuer hereby represents and warrants to the Collateral Manager as follows:


 


(i)           The
Issuer is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware,
has the full power and authority to own its assets and the securities proposed to be owned by it and included in the Assets and
to transact the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where its ownership
or lease of property, the conduct of its business or the performance of this Agreement, the Indenture and the Notes require such
qualification, except for those jurisdictions in which the failure to be so qualified, authorized or licensed would not have a
Material Adverse Effect on the Issuer.


 






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(ii)          The
Issuer has full power and authority to execute, deliver and perform all of its obligations under this Agreement, the Indenture
and the Notes and has taken all necessary action to authorize this Agreement and the execution and delivery of this Agreement and
the performance of all obligations imposed upon it hereunder, and, as of the Closing Date, will have taken all necessary action
to authorize the Indenture and the Notes and the execution, delivery and performance of this Agreement, the Indenture and the Notes
and the performance of all obligations imposed upon it hereunder or thereunder. No consent of any other Person including, without
limitation, members and creditors of the Issuer, and no license, permit, approval or authorization of, exemption by, notice or
report to, or registration, filing (other than any filings pursuant to the UCC required under the Indenture and necessary to perfect
any security interest granted thereunder) or declaration with, any governmental authority is required by the Issuer in connection
with the execution, delivery, performance, validity or enforceability of this Agreement, the Indenture or the Notes or the obligations
imposed upon the Issuer hereunder and thereunder. This Agreement has been, and each instrument and document to which the Issuer
is a party required hereunder or under the Indenture or the Notes will be, executed and delivered by a Responsible Officer of the
Issuer, and this Agreement constitutes, and each instrument or document required hereunder to which the Issuer is a party, when
executed and delivered hereunder, will constitute, the legally valid and binding obligation of the Issuer enforceable against the
Issuer in accordance with its terms, subject, as to enforcement, (A) to the effect of bankruptcy, receivership, insolvency, winding-up
or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy,
receivership, insolvency, winding-up or similar event applicable to the Issuer and (B) to general equitable principles (whether
enforceability of such principles is considered in a proceeding at law or in equity).


 


(iii)         The
execution, delivery and performance of this Agreement and the documents and instruments required hereunder and under the Indenture
will not violate any provision of any existing law or regulation binding on the Issuer, or any order, judgment, award or decree
of any court, arbitrator or governmental authority binding on the Issuer, or the Organizational Instruments of, or any securities
issued by, the Issuer or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the
Issuer is a party or by which the Issuer or any of its assets may be bound, the violation of which would have a Material Adverse
Effect on the Issuer, and will not result in or require the creation or imposition of any lien on any of its property, assets or
revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking
(other than the lien of the Indenture).


 


(iv)         The
Issuer is not in violation of its Organizational Instruments or in breach or violation of or in default under any contract or agreement
to which it is a party or by which it or any of its property may be bound, or any applicable statute or any rule, regulation or
order of any court, government agency or body having jurisdiction over the Issuer or its properties, the breach or violation of
which or default under which would have a material adverse effect on the validity or enforceability of this Agreement or the provisions
of the Indenture applicable to the Issuer, or the performance by the Issuer of its duties hereunder or thereunder.


 


(v)          The
Issuer acknowledges that it has received Part 2A, and relevant Part 2B, of the Collateral Manager’s Form ADV filed with the
Securities and Exchange Commission, as required by Rule 204-3 under the Advisers Act, prior to execution of this Agreement.


 






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(b)          The
Collateral Manager hereby represents and warrants to the Issuer, as of the date hereof, as follows:


 


(i)           The
Collateral Manager is a limited liability company duly organized and validly existing and in good standing under the laws of the
State of Delaware and has full power and authority to own its assets and to transact the business in which it is currently engaged,
and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the performance of this
Agreement would require such qualification, except for those jurisdictions in which the failure to be so qualified, authorized
or licensed would not have a material adverse effect on the ability of the Collateral Manager to perform its obligations under
this Agreement and the provisions of the Indenture applicable to the Collateral Manager, or on the validity or enforceability of
this Agreement and the provisions of the Indenture applicable to the Collateral Manager.


 


(ii)          The
Collateral Manager has full power and authority to execute and deliver this Agreement and to perform all of its obligations required
hereunder and under the provisions of the Indenture applicable to the Collateral Manager, and has taken all necessary action to
authorize this Agreement on the terms and conditions hereof and the execution and delivery of this Agreement and the performance
of all obligations required hereunder and under the terms of the Indenture applicable to the Collateral Manager. No consent of
any other Person, including, without limitation, members and creditors of the Collateral Manager, and no license, permit, approval
or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority
is required by the Collateral Manager or any Affiliate thereof in connection with this Agreement or the execution, delivery, performance,
validity or enforceability of this Agreement or the obligations imposed on the Collateral Manager hereunder or under the terms
of the Indenture applicable to the Collateral Manager other than those which have been obtained or made. No representation is made
herein with respect to the requirements of state securities laws or regulations. This Agreement has been executed and delivered
by a Responsible Officer of the Collateral Manager, and this Agreement constitutes the valid and legally binding obligations of
the Collateral Manager enforceable against the Collateral Manager in accordance with its terms, subject, as to enforcement, (A)
to the effect of bankruptcy, insolvency, winding-up or similar laws affecting generally the enforcement of creditors’ rights
as such laws would apply in the event of any bankruptcy, receivership, insolvency, winding-up or similar event applicable to the
Collateral Manager and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding
at law or in equity).


 


(iii)         The
execution, delivery and performance of this Agreement and the terms of the Indenture applicable to the Collateral Manager will
not violate any provision of any existing law or regulation binding on the Collateral Manager (except that no representation is
made herein with respect to the requirements of state securities laws or regulations), or any order, judgment, award or decree
of any court, arbitrator or governmental authority binding on the Collateral Manager, or the Organizational Instruments of, or
any securities issued by, the Collateral Manager or of any mortgage, indenture, lease, contract or other agreement, instrument
or undertaking to which the Collateral Manager is a party or by which the Collateral Manager or any of its assets may be bound,
the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Collateral
Manager or which would reasonably be expected to adversely affect in a material manner its ability to perform its obligations hereunder
or under the Indenture.


 






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(iv)         There
is no charge, investigation, action, suit or proceeding before or by any court pending or, to the actual knowledge of the Collateral
Manager, threatened, that, if determined adversely to the Collateral Manager, would have a material adverse effect upon the performance
by the Collateral Manager of its duties under this Agreement or the provisions of the Indenture applicable to the Collateral Manager.


 


(c)          The
Collateral Manager makes no representation, express or implied, with respect to the Issuer or the disclosure with respect to the
Issuer.


 


(d)          The
Collateral Manager is a “registered investment adviser” for purposes of the Advisers Act.


 


Section 17.         Limited
Recourse; No Petition.


 


The Collateral Manager
hereby agrees that it shall not institute against, or join any other Person in instituting against the Issuer any bankruptcy, reorganization,
arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under United States federal or state or other
bankruptcy or similar laws until at least one year (or, if longer, the applicable preference period then in effect) plus one day
after payment in full of all Notes issued under the Indenture (and any other debt obligations of the Issuer that have been rated
upon issuance by any Rating Agency at the request of the Issuer); provided that nothing in this Section 17 shall
preclude the Collateral Manager from (A) taking any action prior to the expiration of such applicable preference period in (x)
any case or proceeding voluntarily filed or commenced by the Issuer or (y) any insolvency proceeding filed or commenced against
the Issuer by any Person other than the Collateral Manager or (B) commencing against the Issuer or any of its properties any legal
action that is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding. The Collateral
Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the limited liability company
obligations of the Issuer, and that the Collateral Manager will not have any recourse to any of the authorized persons, managers,
officers, employees, members or Affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities
or other obligations in connection with any Transactions contemplated hereby. Notwithstanding any other provisions hereof or of
any other transaction document, recourse in respect of any obligations of the Issuer to the Collateral Manager hereunder or thereunder
will be limited to the Assets as applied in accordance with the Priority of Payments pursuant to the Indenture and, on the exhaustion
of the Assets, all claims against the Issuer arising from this Agreement or any Transaction Document or any Transactions contemplated
hereby or thereby shall be extinguished and shall not revive. This Section 17 shall survive the termination of this Agreement
for any reason whatsoever.


 






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Section 18.         Notices.


 


Unless expressly provided
otherwise herein, all notices, requests, demands and other communications required or permitted under this Agreement shall be in
writing and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual receipt of
registered or certified mail, postage prepaid, return receipt requested, or, in the case of telecopier notice, when received in
legible form, addressed as set forth below:


 


(a)          If
to the Issuer:


 


Golub Capital BDC CLO III LLC,


c/o Puglisi & Associates


850 Library Avenue, Suite 204


Newark, Delaware 19711


Telecopier No.: (302) 738-7210


Attention: Donald Puglisi


 


with a copy to:


 


GC Advisors LLC


150 South Wacker Drive, Suite 800


Chicago, Illinois 60606


Telecopier No.: (312) 201-9167


Attention: David Golub


 




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(b)          If
to the Collateral Manager:


 


GC Advisors LLC


150 South Wacker Drive


Suite 800


Chicago, Illinois 60606


Telecopier No.: (312) 201-9167


Attention: David Golub


 


with a copy to:


 


Dechert LLP


100 N. Tryon Street


Suite 4000


Charlotte, NC 28202


Telephone No.: (704) 339-3100


Telecopier No.: (704) 339-3101


Attention: John Timperio


 


(c)          If
to the Trustee:


 


U.S. Bank National Association


8 Greenway Plaza


Suite 1100


Houston, Texas 77046


Attention: Corporate Trust Services—Golub Capital
BDC CLO III LLC


 


(d)          If
to the Holders:


 


At their respective addresses
set forth in the Register, as applicable.


 


Any party may change the
address or telecopy number to which communications or copies directed to such party are to be sent by giving notice to the other
parties of such change of address or telecopy number in conformity with the provisions of this Section 18 for the giving
of notice.


 


Section 19.         Binding
Nature of Agreement; Successors and Assigns.


 


This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns as provided herein.


 


Section 20.         Entire
Agreement; Amendment.


 


(a)          This
Agreement and the Indenture contain the entire agreement and understanding among the parties hereto with respect to the subject
matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof and thereof control
and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.


 






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(b)          This
Agreement may not be modified or amended other than by an agreement in writing executed by each of the parties hereto. No amendment
to this Agreement may, without notice to the Rating Agencies and the prior written consent of (1) in the case of clauses (a), (b)
and (c) below, a Majority of the Controlling Class, (2) in the case of clauses (a) and (b) below, the Holders of the Subordinated
Notes and (3) in the case of clause (b)(II) below, a Majority of each other Class of Secured Notes, (a) modify the definition of
the term “Cause,” (b) modify the Collateral Management Fee, including the method for calculation of any component of
the Collateral Management Fee or any definition in the Collateral Management Agreement directly related to the Collateral Management
Fee (I) in connection with the appointment of a successor Collateral Manager or (II) in any other circumstance or (c) modify the
Class or Classes or the percentage of the Aggregate Outstanding Amount of any Class that has the right to remove the Collateral
Manager, consent to any assignment of this Agreement or nominate or approve any successor collateral manager. This Agreement may
be amended for any other purpose upon notice to the Rating Agencies and 10 (ten) days’ prior written notice to the Controlling
Class and the Subordinated Notes without the consent of the Holders of any Notes; provided that, (i) the prior written consent
of a Majority of the Subordinated Notes shall be required if any such amendment would have a material adverse effect on the Subordinated
Notes and (ii) the prior written consent of a Majority of the Controlling Class shall be required if any such amendment would have
a material adverse effect on the Controlling Class. The Issuer shall provide the Holders with notice of any amendment to this Agreement.


 


Section 21.         Governing
Law.


 


THIS AGREEMENT AND ANY
DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARDS TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN AS SET FORTH
IN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


Section 22.         Submission
to Jurisdiction.


 


With respect to any suit,
action or proceedings relating to this Agreement or any matter between the parties arising under or in connection with this Agreement
(“Proceedings”), each party irrevocably: (i) submits to the non-exclusive jurisdiction of the Supreme Court
of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of
New York, and any appellate court from any thereof; and (ii) waives any objection which it may have at any time to the laying
of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient
forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction
over such party. Nothing in this Agreement precludes any of the parties from bringing Proceedings in any other jurisdiction, nor
will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 






    	 	33	 



     


    

 


The Collateral Manager
irrevocably consents to the service of any and all process in any action or proceeding by the mailing or delivery of copies of
such process to it at the office to which notices are sent to it. The Issuer hereby irrevocably designates and appoints CT Corporation
System as the agent of the Issuer to receive on its behalf service of all process brought against it with respect to any such action
or proceeding in any such court in the State of New York, such service being hereby acknowledged by the Issuer to be effective
and binding on it in every respect. If for any reason such agent shall cease to be available to act as such, then the Issuer shall
promptly designate a new agent in the City of New York.


 


Section 23.         Waiver
of Jury Trial.


 


EACH PARTY TO THIS AGREEMENT
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
PROCEEDING.


 


Section 24.         Conflict
with the Indenture.


 


In respect of any conflict
between the terms of this Agreement and the Indenture or actions required under the terms of the Indenture and the terms of this
Agreement, the terms of the Indenture shall control.


 


Section 25.         Subordination;
Assignment of Agreement.


 


The Collateral Manager
agrees that the payment of all amounts to which it is entitled pursuant to this Agreement shall be subordinated to the extent set
forth in, and the Collateral Manager agrees to be bound by the provisions of, Article XI of the Indenture as if the Collateral
Manager were a party to the Indenture and hereby consents to the assignment of this Agreement as provided in Section 15.1 of the
Indenture.


 


Section 26.         Indulgences
Not Waivers.


 


Neither the failure nor
any delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.
No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 






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Section 27.         Costs
and Expenses.


 


Except as otherwise agreed
to by the parties hereto, the costs and expenses (including the fees and disbursements of counsel and accountants but excluding
all overhead costs and employees’ salaries) of the Collateral Manager and of the Issuer incurred in connection with the negotiation
and preparation of and the execution of this Agreement and any amendment hereto, and all matters incidental thereto, shall be borne
by the Issuer. The Issuer will reimburse the Collateral Manager for expenses including fees and out-of-pocket expenses reasonably
incurred by the Collateral Manager in connection with the services provided under this Agreement including, without limitation,
(a) legal advisers, consultants, rating agencies, accountants, brokers and other professionals retained by the Issuer or the Collateral
Manager (on behalf of the Issuer), (b) asset pricing and asset rating services, compliance services and software, and accounting,
programming and data entry services directly related to the management of the Assets, (c) all taxes, regulatory and governmental
charges (not based on the income of the Collateral Manager), insurance premiums or expenses, (d) any and all costs and expenses
incurred in connection with the acquisition, disposition of investments on behalf of the Issuer (whether or not actually consummated)
and management thereof, including attorneys’ fees and disbursements, (e) any fees, expenses or other amounts payable to any
Rating Agency, (f) preparing reports to holders of the Secured Notes, (g) reasonable travel expenses (including without limitation
airfare, meals, lodging and other transportation) undertaken in connection with the performance by the Collateral Manager of its
obligations under duties pursuant this Agreement and the Indenture, (h) expenses and costs in connection with any investor conferences,
(i) any broker or brokers in consideration of brokerage services provided to the Collateral Manager in connection with the sale
or purchase of any Collateral Obligation, Equity Security, Eligible Investment or other assets received in respect thereof, (j)
bookkeeping, accounting or recordkeeping services obtained or maintained with respect to the Issuer (including those services rendered
at the behest of the Collateral Manager), (k) software programs licensed from a third party and used by the Collateral Manager
in connection with servicing the Assets, (l) fees and expenses incurred in obtaining the Market Value of Collateral Obligations
(including without limitation fees payable to any nationally recognized pricing service), (m) audits incurred in connection with
any consolidation review, (n) any extraordinary costs and expenses incurred by the Collateral Manager in the performance of its
obligations under this Agreement and the Indenture, (o) any out-of-pocket expenses incurred by the Collateral Manager or the Retention
Provider in connection with complying with the U.S. Risk Retention Rules and/or the E.U. Retention Requirement Laws (excluding
the purchase price of any Notes acquired by it to comply with the U.S. Risk Retention Rules and/or the E.U. Retention Requirement
Laws) and (p) as otherwise agreed upon by the Issuer and the Collateral Manager. In addition, the Issuer will pay or reimburse
the costs and expenses (including fees and disbursements of counsel and accountants) of the Collateral Manager and the Issuer incurred
in connection with or incidental to the entering into of this Agreement or any amendment thereof. The fees and expenses payable
to the Collateral Manager on any Payment Date are payable only as described under the Priority of Payments.


 


Section 28.         Third
Party Beneficiary.


 


The parties hereto agree
that the Trustee on behalf of the Secured Parties shall be a third party beneficiary of this Agreement, and shall be entitled to
rely upon and enforce such provisions of this Agreement to the same extent as if it were a party hereto. For the avoidance of doubt,
the Noteholders will not be third party beneficiaries of this Agreement.


 






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Section 29.         Titles
Not to Affect Interpretation.


 


The titles of paragraphs
and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are
they to be used in the construction or interpretation hereof.


 


Section 30.         Execution
in Counterparts.


 


This Agreement may be executed
in any number of counterparts by telegraphic or other written form of communication, each of which shall be deemed to be an original
as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This
Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as the signatories.


 


Section 31.         Provisions
Separable.


 


The provisions of this
Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable
by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.


 


Section 32.         Gender.


 


Words used herein, regardless
of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and
any other gender, masculine, feminine or neuter, as the context requires.


 


Section 33.         Communications
with Rating Agencies.


 


The Collateral Manager
shall, on behalf of the Issuer, take all steps required for the Issuer to comply with its obligations under the Indenture and under
the rating application letters and any related side letters, in each case in respect of Rule 17g-5 under the Exchange Act.


 




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IN WITNESS WHEREOF, the
parties hereto have executed this Collateral Management Agreement as of the date first written above.


 


	 	GOLUB CAPITAL BDC CLO III LLC,
	 	as Issuer
	 	 	 
	 	By:	Golub Capital BDC, Inc., its designated manager
	 	 	 
	 	By:	/s/ Ross A. Teune
	 	 	Name: Ross A. Teune
	 	 	Title: Chief Financial Officer


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have executed this Collateral Management Agreement as of the date first written above.


 


	 	GC ADVISORS LLC,
	 	as Collateral Manager
	 	 	 
	 	By:	/s/ Joshua M. Levinson
	 	 	Name: Joshua M. Levinson
	 	 	Title: Co-General Counsel & Chief Compliance Officer