Exhibit 10.1


 


EXECUTION
VERSION


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


This THIRD AMENDMENT TO CREDIT
AGREEMENT, dated as of May 26, 2021 (this “Amendment Agreement”), is by and among ORCC Financing IV LLC, as borrower
(the “Borrower”), Société Générale, as administrative agent (in such capacity, the “Administrative
Agent”), State Street Bank and Trust Company, as collateral agent, collateral administrator and collateral custodian (in such
capacities, respectively, the “Collateral Agent”, “Collateral Administrator” and “Custodian”),
Cortland Capital Market Services LLC, as document custodian (the “Document Custodian”), and the lenders party hereto
(the “Lenders”).


 


PRELIMINARY STATEMENTS


 


WHEREAS, the Borrower, the Administrative
Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian and the Lenders are parties to that certain
Credit Agreement, dated as of August 2, 2019 (as amended or modified prior to the date hereof, the “Existing Credit Agreement”,
and, as further amended or modified and in effect from time to time, the “Credit Agreement”); and


 


WHEREAS, the parties to the
Existing Credit Agreement wish to amend the Existing Credit Agreement as set forth herein.


 


NOW, THEREFORE, in consideration
of the premises and the agreements herein contained, the parties hereto hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1     Defined
Terms. Unless otherwise defined herein, capitalized terms used herein (including in the introductory paragraph and the recitals)
have the meanings assigned to such terms in the Existing Credit Agreement.


 


ARTICLE II

AMENDMENTS


 


SECTION 2.1     Amendments
to Existing Credit Agreement. The parties to the Existing Credit Agreement agree, effective as of the Effective Date, subject to
the terms and conditions set forth herein and in reliance on the representations, warranties, covenants and agreements contained herein,
that the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following
example: stricken text) and to add the bold and double-underlined text (indicated textually
in the same manner as the following example: bold and underlined text)
as set forth on the pages of the Credit Agreement attached as Appendix A hereto.


 






     


     


    

 


ARTICLE III 


CONDITIONS PRECEDENT


 


SECTION 3.1     Conditions
Precedent to Effectiveness. This Amendment Agreement shall become effective as of the date on which the following conditions have
been satisfied (such date, the “Effective Date”):


 


(a)            The
Administrative Agent shall have received counterparts of this Amendment Agreement, duly executed and delivered, from all of the parties
hereto.


 


(b)            The
Administrative Agent and the Lenders shall have received a legal opinion of counsel for the Borrower, in form and substance reasonably
satisfactory to the Administrative Agent covering such matters as the Administrative Agent may reasonably request.


 


(c)            The
Administrative Agent’s receipt of a good standing certificate for the Borrower issued by the applicable office body of its jurisdiction
of organization and a certified copy of the resolutions of the board of managers or directors (or similar items) of the Borrower approving
this Amendment and the transactions contemplated hereby, certified by its secretary or assistant secretary or other authorized officer.


 


(d)            The
payment of all fees due and owing to the Agent and the Lenders on or prior to the date of this Amendment.


 


Section 3.2     Notice
of Effectiveness. The Administrative Agent shall promptly notify the Borrower in writing upon the occurrence of the Effective Date.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES


 


The Borrower hereby represents
and warrants to the Administrative Agent and each Lender that:


 


SECTION 4.1     Amendment
Agreement. (a) The execution, delivery and performance by it of this Amendment Agreement are within its powers and have been
duly authorized by all necessary corporate or limited liability company action, (b) it has received all necessary governmental,
regulatory or other approvals for the execution and delivery of this Amendment Agreement, and the execution, delivery and performance
by it of this Amendment Agreement do not and will not contravene or conflict with any provision of (i) any law or any governmental
rule or regulation applicable to it, except as, individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect, (ii) any order, judgment or decree of any court or other agency of government binding on it or its properties, except
as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or (iii) any of its Constituent
Documents, (c) the execution, delivery and performance by it of this Amendment Agreement does not conflict with, result in a breach
of or constitute (with due notice or lapse of time or both) a default under any of its material contracts, and (d) the Amendment
Agreement and the Credit Agreement, as amended by this Amendment Agreement, are legally valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.


 


Section 4.2     Absence
of Default. No Default or Event of Default exists or would result from this Amendment Agreement or the transactions contemplated
hereby.


 


Section 4.3     Representation
and Warranties in Loan Documents Remain True and Correct. The representations and warranties contained in the Existing Credit Agreement
and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date to the same extent
as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date,
in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier
date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that
already are qualified or modified by materiality in the text thereof.


 






     


     


    

 


ARTICLE V

MISCELLANEOUS


 


SECTION 5.1     Effect
of Amendment Agreement to Credit Agreement. Except as expressly set forth herein, this Amendment Agreement shall not, by implication
or otherwise, limit, impair, constitute a waiver of or amendment to, or otherwise affect the rights and remedies of the Administrative
Agent or any Lender under the Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in any Loan, all of which are ratified and affirmed in all respects and shall continue in full force
and effect, except that, on and after the Effective Date, each reference to the Credit Agreement in the Loan Documents shall mean and
be a reference to the Existing Credit Agreement as amended by this Amendment Agreement. Nothing herein shall be deemed to entitle the
Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants
or agreements contained in the Loan Documents in similar or different circumstances. This Amendment Agreement is a Loan Document executed
pursuant to the Existing Credit Agreement and shall be construed, administered and applied in accordance with the respective terms and
provisions thereof.


 


Section 5.2     Default
or Events of Default. Nothing contained in this Amendment Agreement shall be construed or interpreted or is intended as a waiver
of or limitation on any rights, powers, privileges, or remedies that the Administrative Agent or the Lenders have or may have under the
Credit Agreement or any other Loan Document on account of any Default or Event of Default.


 


SECTION 5.3     No Novation.
Neither this Amendment Agreement nor the amendment of the terms of the Credit Agreement by the terms of this Amendment Agreements shall
extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority
of any Loan Documents. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under
the Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to the extent (if any) expressly
set forth herein. Nothing expressed or implied in this Amendment Agreement or any other document contemplated hereby or thereby shall
be construed as a release or other discharge of the Borrower under any Loan Document from any of its obligations and liabilities thereunder,
except to the extent (if any) expressly set forth herein. Each of the Credit Agreement and the other Loan Documents shall remain in full
force and effect, until and except as modified hereby.


 


SECTION 5.4     Reaffirmation.
The Borrower as debtor, grantor, pledgor, assignor, or in other similar capacities in which the Borrower grants liens or security interests
in its properties under the Loan Documents (as modified hereby), hereby ratifies and reaffirms all of its payment and performance obligations
and obligations to indemnify, contingent or otherwise, under each of such documents to which it is a party, and, except to the extent
expressly set forth herein, the Borrower hereby ratifies and reaffirms its grant of liens on or security interests in its properties
pursuant to the Loan Documents as security for the Obligations, and confirms and agrees that, except to the extent (if any) expressly
set forth herein, such liens and security interests hereafter secure all of the Obligations, including, without limitation, all Obligations
hereafter arising or incurred pursuant to or in connection with this Amendment Agreement, the Credit Agreement or any other Loan Document.
The Borrower does not, and hereby covenant that it will not, contest that the Administrative Agent has and will continue to possess valid
and perfected security interests in, and liens upon, all of the property as set forth in the Loan Documents (as modified hereby).


 






     


     


    

 


Section 5.5     Successors
and Assigns. This Amendment Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns
and shall inure to the benefit of the parties hereto and the successors and permitted assigns of the Lenders and the Administrative Agent.


 


SECTION 5.6     No Representations
by Lenders or Administrative Agent. The Borrower hereby acknowledges that, other than as set forth herein, it has not relied on any
representation, written or oral, express or implied, by any Lender or the Administrative Agent in entering into this Fourth Amendment
Agreement.


 


SECTION 5.7     Headings;
Entire Agreement. The headings and captions hereunder are for convenience only and shall not affect the interpretation or construction
of this Amendment Agreement. This Amendment Agreement contains the entire understanding of the parties with regard to the subject matter
contained herein.


 


SECTION 5.8     Severability.
If any provision in or obligation of this Amendment Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.


 


SECTION 5.9     Counterparts.
This Amendment Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt
by the Borrower and the Administrative Agent of written notification of such execution and authorization of delivery thereof. This Amendment
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Amendment Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart of this Amendment Agreement.


 


SECTION 5.10     APPLICABLE
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. THE PROVISIONS OF SECTIONS 12.8, 12.11 AND 12.15 OF THE CREDIT AGREEMENT ARE
HEREBY INCORPORATED INTO THIS AMENDMENT AGREEMENT BY REFERENCE.


 


Section 5.11     Electronic
Signatures. The words “execution,” “signed,” “signature,” and words of like import in this Agreement
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act.


 


SECTION 5.12     Direction
to Collateral Agent, Collateral Administrator and Custodian. The Borrower, the Administrative Agent and each Lender constituting
100% of the Lenders hereby request, direct and consent to the Collateral Agent’s, the Collateral Administrator’s and the
Custodian’s execution of this Amendment Agreement. In executing this Amendment Agreement, the Collateral Agent, the Collateral
Administrator and the Custodian shall have the rights, protections, immunities and indemnities granted to them under the Credit Agreement.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Amendment Agreement to be duly executed and delivered as of the date first above written.


 


	 	 	Borrower:
	 	 	 
	 	 	ORCC FINANCING IV LLC,
	 	 	as Borrower
	 	 	 
	 	 	 
	 	 	By:	                 
	 	 	Name:
	 	 	Title:



 


[Signature
Page to Third Amendment]


 






     


     


    

 


	 	 	Agents:
	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Administrative Agent
	 	 	 
	 	 	 
	 	 	By:	                     
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	STATE STREET BANK AND TRUST COMPANY,
	 	 	as Collateral Agent, Collateral Administrator and Custodian
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	 	CORTLAND CAPITAL MARKET SERVICES LLC,
	 	 	as Document Custodian
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature
Page to Third Amendment]


 






     


     


    

 







	 	 	Lenders:
	 	 	 
	 	 	GREAT AMERICAN INSURANCE COMPANY,
	 	 	as a Lender
	 	 	  

	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	 	GREAT AMERICAN LIFE INSURANCE COMPANY,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	 	SOCIÈTÈ GÈNÈRALE,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	                  
	 	 	Name:
	 	 	Title:



 


[Signature Page to
Third Amendment]









 






     


     


    

 


APPENDIX A


 


Amendments to Existing Credit Agreement



 






     


     


    

 


EXECUTION VERSION


 


Conformed through Amendment No. 23,
dated as of March 15May 26,
2021





 



 


CREDIT AGREEMENT


 


dated as of August 2, 2019


 


among


 


ORCC Financing IV LLC,

as Borrower,


 


the Lenders Referred to Herein,


 


Société Générale,

as Administrative Agent,


 


and


 


State Street Bank and Trust Company,

as Collateral Agent, Collateral Administrator, Custodian


 


and


 


Cortland Capital Market Services LLC

Document Custodian


 






     


     


    

 


	TABLE OF CONTENTS
	 
	 	 	 	Page
	 	 	 	 
	ARTICLE I	 	DEFINITIONS AND INTERPRETATION	2
	 	 	 	 
	Section 1.1	 	Definitions	2
	Section 1.2	 	Accounting Terms and Determinations and UCC Terms	71
	Section 1.3	 	Assumptions and Calculations with respect to Collateral Loans	71
	Section 1.4	 	Cross-References; References to Agreements	73
	Section 1.5	 	Reference to Secured Parties	74
	 	 	 	 
	ARTICLE II	 	THE LOANS	74
	 	 	 	 
	Section 2.1	 	The Commitments	74
	Section 2.2	 	Making of the Loans	75
	Section 2.3	 	Evidence of Indebtedness; Notes	75
	Section 2.4	 	Maturity of Loans	76
	Section 2.5	 	Interest Rates	76
	Section 2.6	 	Commitment Fees	78
	Section 2.7	 	Reduction of Commitments; Conversion; Prepayments	79
	Section 2.8	 	General Provisions as to Payments	82
	Section 2.9	 	Funding Losses	82
	Section 2.10	 	Computation of Interest and Fees	83
	Section 2.11	 	No Cancellation of Indebtedness	83
	 	 	 	 
	ARTICLE III	 	CONDITIONS TO BORROWINGS	83
	 	 	 	 
	Section 3.1	 	Effectiveness of Commitments	83
	Section 3.2	 	Borrowings and Issuance	86
	Section 3.3	 	Borrowings and Issuance	87
	 	 	 	 
	ARTICLE IV	 	REPRESENTATIONS AND WARRANTIES OF THE BORROWER	88
	 	 	 	 
	Section 4.1	 	Existence and Power	88
	Section 4.2	 	Power and Authority	89
	Section 4.3	 	No Violation	89
	Section 4.4	 	Litigation	89
	Section 4.5	 	Compliance with ERISA	89
	Section 4.6	 	Environmental Matters	89
	Section 4.7	 	Taxes	90
	Section 4.8	 	Full Disclosure	90
	Section 4.9	 	Solvency	90
	Section 4.10	 	Use of Proceeds; Margin Regulations	90
	Section 4.11	 	Governmental Approvals	90



 






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	Section 4.12	 	Investment Company Act	91
	Section 4.13	 	Representations and Warranties in Loan Documents	91
	Section 4.14	 	Ownership of Assets	91
	Section 4.15	 	No Default	91
	Section 4.16	 	Labor Matters	91
	Section 4.17	 	Subsidiaries/Equity Interests	91
	Section 4.18	 	Ranking	91
	Section 4.19	 	Representations Concerning Collateral	91
	Section 4.20	 	Ordinary Course	92
	Section 4.21	 	Compliance with Anti-Corruption Laws and Anti-Money Laundering Laws	92
	Section 4.22	 	Compliance with Sanctions	92
	 	 	 	 
	ARTICLE V	 	AFFIRMATIVE AND NEGATIVE COVENANTS OF THE BORROWER	92
	 	 	 	 
	Section 5.1	 	Information	92
	Section 5.2	 	Payment of Obligations	95
	Section 5.3	 	Employees	96
	Section 5.4	 	Good Standing	96
	Section 5.5	 	Compliance with Laws	96
	Section 5.6	 	Inspection of Property, Books and Records; Audits; Etc	96
	Section 5.7	 	Existence	96
	Section 5.8	 	Subsidiaries; Equity Interest	97
	Section 5.9	 	Investments	97
	Section 5.10	 	Restriction on Fundamental Changes	97
	Section 5.11	 	ERISA	98
	Section 5.12	 	Liens	98
	Section 5.13	 	Business Activities	98
	Section 5.14	 	Fiscal Year; Fiscal Quarter	98
	Section 5.15	 	Anti-Money Laundering and Anti-Corruption Laws; Sanctions Laws	98
	Section 5.16	 	Indebtedness	98
	Section 5.17	 	Use of Proceeds	99
	Section 5.18	 	Bankruptcy Remoteness; Separateness	99
	Section 5.19	 	Amendments, Modifications and Waivers to Collateral Loans	100
	Section 5.20	 	Hedging	101
	Section 5.21	 	Title Covenants	102
	Section 5.22	 	Further Assurances	102
	Section 5.23	 	Costs of Transfer Taxes and Expenses	103
	Section 5.24	 	Collateral Agent May Perform	103
	Section 5.25	 	Notice of Name Change	103
	Section 5.26	 	Delivery of Related Contracts	103
	Section 5.27	 	Delivery of Proceeds	103
	Section 5.28	 	Performance of Obligations	104
	Section 5.29	 	Limitation on Dividends	104
	Section 5.30	 	Renewal of Credit Estimates	104
	Section 5.31	 	Annual Rating Review	104



 






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	Section 5.32	 	Amendment to Loan Documents	104
	Section 5.33	 	Transactions With Affiliates	104
	Section 5.34	 	Reports by Independent Accountants	105
	Section 5.35	 	Tax Matters as to the Borrower	106
	Section 5.36	 	Retention Letter	107
	Section 5.37	 	Pool Concentrations	107
	Section 5.38	 	Beneficial Ownership Certification	107
	Section 5.39	 	Post-Transition S&P CCC Collateral Loans	107
	 	 	 	 
	ARTICLE VI	 	EVENTS OF DEFAULT	107
	 	 	 	 
	Section 6.1	 	Events of Default	107
	Section 6.2	 	Remedies	110
	Section 6.3	 	Additional Collateral Provisions	111
	Section 6.4	 	Application of Proceeds	115
	Section 6.5	 	Capital Contributions	116
	 	 	 	 
	ARTICLE VII	 	THE AGENTS	117
	 	 	 	 
	Section 7.1	 	Appointment and Authorization	117
	Section 7.2	 	Agents and Affiliates	117
	Section 7.3	 	Actions by Agent	117
	Section 7.4	 	Delegation of Duties; Consultation with Experts	118
	Section 7.5	 	Limitation of Liability of Agents	118
	Section 7.6	 	Indemnification	122
	Section 7.7	 	Credit Decision	122
	Section 7.8	 	Successor Agent	122
	 	 	 	 
	ARTICLE VIII	 	ACCOUNTS AND COLLATERAL	126
	 	 	 	 
	Section 8.1	 	Collection of Money	126
	Section 8.2	 	Collection Account	128
	Section 8.3	 	Payment Account; Future Funding Reserve Account; Interest Reserve Account; Lender Collateral Account; Closing Expense Account	131
	Section 8.4	 	Custodial Account	135
	Section 8.5	 	Acquisition of Collateral Loans and Eligible Investments	136
	Section 8.6	 	Release of Security Interest in Sold Collateral Loans and Eligible Investments; Release of Security Interests Upon Termination	137
	Section 8.7	 	Method of Collateral Transfer	137
	Section 8.8	 	Continuing Liability of the Borrower	139
	Section 8.9	 	Reports	139
	 	 	 	 
	ARTICLE IX	 	APPLICATION OF MONIES	141
	 	 	 	 
	Section 9.1	 	Disbursements of Funds from Payment Account	141



 






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	ARTICLE X	 	SALE OF COLLATERAL LOANS; ELIGIBILITY CRITERIA; CONDITIONS TO SALES AND PURCHASES	144
	 	 	 	 
	Section 10.1	 	Sale of Collateral Loans	144
	Section 10.2	 	Eligibility Criteria	147
	Section 10.3	 	Conditions Applicable to all Sale and Purchase Transactions	147
	 	 	 	 
	ARTICLE XI	 	CHANGE IN CIRCUMSTANCES	147
	 	 	 	 
	Section 11.1	 	Basis for Determining Interest Rate Inadequate or Unfair	147
	Section 11.2	 	Illegality	151
	Section 11.3	 	Increased Cost and Reduced Return	152
	Section 11.4	 	Taxes	154
	Section 11.5	 	Replacement of Lenders	157
	 	 	 	 
	ARTICLE XII	 	MISCELLANEOUS	159
	 	 	 	 
	Section 12.1	 	Notices	159
	Section 12.2	 	No Waivers	160
	Section 12.3	 	Expenses; Indemnification	160
	Section 12.4	 	Sharing of Set-Offs	161
	Section 12.5	 	Amendments and Waivers	162
	Section 12.6	 	Successors and Assigns	163
	Section 12.7	 	Collateral; QP Status	166
	Section 12.8	 	Governing Law; Submission to Jurisdiction	167
	Section 12.9	 	Marshalling; Recapture	167
	Section 12.10	 	Counterparts; Integration; Effectiveness	167
	Section 12.11	 	Waiver of Jury Trial	168
	Section 12.12	 	Survival	168
	Section 12.13	 	Domicile of Loans	168
	Section 12.14	 	Limitation of Liability	168
	Section 12.15	 	Recourse; Non-Petition	168
	Section 12.16	 	Confidentiality	169
	Section 12.17	 	Special Provisions Applicable to CP Lenders	170
	Section 12.18	 	Direction of Collateral Agent	172
	Section 12.19	 	Borrowings/Loans Made in the Ordinary Course of Business	172
	Section 12.20	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	172
	Section 12.21	 	PATRIOT Act	172
	Section 12.22	 	Severability	173
	 	 	 	 
	ARTICLE XIII	 	ASSIGNMENT OF CORPORATE SERVICES AGREEMENT AND SALE AND CONTRIBUTION AGREEMENT	173
	 	 	 	 
	Section 13.1	 	Assignment of Corporate Services Agreement and Sale and Contribution Agreement	173



 






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	ARTICLE XIV	 	THE DOCUMENT CUSTODIAN	175
	 	 	 	 
	Section 14.1	 	The Document Custodian	175
	Section 14.2	 	Document Custodian Compensation	177
	Section 14.3	 	Limitation on Liability	178
	Section 14.4	 	Document Custodian Resignation	179
	Section 14.5	 	Release of Documents	179
	Section 14.6	 	Return of Related Contracts	180
	Section 14.7	 	Access to Certain Documentation and Information Regarding the Related Contracts	180
	Section 14.8	 	Custodian Agent	180
	Section 14.9	 	Removal and Resignation	181
	Section 14.10	 	Certain ERISA Matters	181
	 	 	 	 
	ARTICLE XV	 	QFC STAY RULES	183
	 	 	 	 
	Section 15.1	 	Acknowledgement Regarding any Supported QFCs	183


 






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	ANNEXES, SCHEDULES AND EXHIBITS
	Annex A	-	Commitments
	 	 	 
	Schedule A	-	Approved Appraisal Firms
	Schedule B	-	S&P Industry Classifications
	Schedule C	-	Diversity Score Calculation
	Schedule D	-	S&P Recovery Rate and Default Rate Tables
	Schedule E	-	S&P Recovery Rate Matrix
	Schedule F	-	S&P Weighted Average Life Matrix
	Schedule G	-	S&P CDO Monitor Formula Definitions
	 	 	 
	Exhibit A	-	Form of Note for Loans
	Exhibit B	-	Form of Notice of Borrowing
	Exhibit C	-	Form of Assignment and Assumption Agreement
	Exhibit D	-	Scope of Collateral Report
	Exhibit E	-	Scope of Payment Date Report
	Exhibit F	-	Scope of Asset-Level Reporting to Lenders
	Exhibit G	-	Form of Retention Letter
	Exhibit H	-	Form of Related Contract Document Request
	Exhibit I	-	Form of Tax Compliance Certificate
	Exhibit J	-	Form of Document Checklist
	Exhibit K	-	Authorized Representatives of Services Provider



 






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CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT dated
as of August 2, 2019, is entered into by and among ORCC FINANCING IV LLC a Delaware limited liability company, as Borrower, the Lenders
party hereto from time to time, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, STATE STREET BANK AND TRUST COMPANY,
as Collateral Agent, Collateral Administrator and Custodian, and CORTLAND CAPITAL MARKET SERVICES LLC, as Document Custodian.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower desires
that the Revolving Lenders make Revolving Loans, on a revolving basis and the Term Lenders make Term Loans, in each case to the Borrower
on the terms and subject to the conditions set forth in this Agreement, and each Lender is willing to make Loans to the Borrower on the
terms and subject to the conditions set forth in this Agreement;


 


WHEREAS, the proceeds of the
Loans made by the Lenders to the Borrower shall be used by the Borrower to acquire Collateral Loans and as otherwise specified in Section
5.17, all in accordance with the terms hereof.


 


NOW, THEREFORE, the Borrower,
the Lenders, the Administrative Agent, the Collateral Agent and the Document Custodian hereby agree as follows:


 


GRANTING CLAUSE


 


To secure the due and punctual
payment and performance of all Obligations, howsoever created, arising or evidenced, whether now or hereafter existing, in accordance
with the terms thereof, the Borrower hereby Grants to the Collateral Agent for the benefit of the Secured Parties a security interest
in all of the Borrower’s right, title and interest in and to the following (in each case, excluding any Margin Stock), whether now
owned or hereafter acquired (collectively, the “Pledged Collateral”):


 


(a)            all Collateral Loans, all other loans and securities of the Borrower whether or not such loans and securities constitute Collateral
Loans, all Related Contracts and Collections with respect thereto, all collateral security granted under any Related Contracts, and all
interests in any of the foregoing, whether now or hereafter existing;


 


(b)           
(i) the Custodial Account and all Collateral which is delivered to the Collateral Agent pursuant to the terms hereof and all payments
thereon or with respect thereto, (ii) each of the other Covered Accounts and (iii) Eligible Investments or other investments (whether
or not such investments constitute Eligible Investments) acquired with funds on deposit in the Covered Accounts, and all income or Distributions
from the investment of funds in the Covered Accounts;


 






     


     


    

 


(c)           
cash, Money, securities, reserves and other property now or at any time in the possession of the Borrower or which is delivered
to or received by the Collateral Agent or its bailee, agent or custodian by the Borrower or on behalf of the Borrower (including, without
limitation, all Eligible Investments and other investments with respect to any Collateral or proceeds thereof);


 


(d)          
all liens, security interests, property or assets securing or otherwise relating to any Collateral Loan, Eligible Investment, other
investment, Collateral or any Related Contract (collectively, “Related Property”);


 


(e)           
the Interest Hedge Agreements;


 


(f)            
the Sale and Contribution Agreement;


 


(g)           
the Corporate Services Agreement;


 


(h)           
the Account Control Agreement;


 


(i)           
all other accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit
rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC);


 


(j)            
all other tangible and intangible personal property whatsoever of the Borrower; and


 


(k)           
all products, proceeds, rents and profits of any of the foregoing, all substitutions therefor and all additions and accretions
thereto (whether the same now exist or arise or are acquired), including, without limitation, proceeds of insurance policies insuring
any or all of the foregoing, any indemnity or warranty payable by reason of loss or damage to or otherwise in respect of any of the foregoing
or any guaranty.


 


Except as set forth in the Priority
of Payments, the Loans are secured by the foregoing Grant equally and ratably without prejudice, priority or distinction between any Loan
and any other Loan by reason of difference in time of borrowing or otherwise.


 


ARTICLE
I



DEFINITIONS AND INTERPRETATION


 


Section 1.1           
Definitions. The following terms, as used herein, have the following meanings:


 


“Account Control Agreement”
means the Account Control Agreement among the Borrower, as debtor, the Collateral Agent, as secured party, and State Street Bank and Trust
Company, as depository bank and Securities Intermediary, dated on or about the date hereof.


 


“Administrative Agent”
means Société Générale, in its capacity as administrative agent for the Lenders hereunder, and its successors
in such capacity.


 






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“Administrative Agent
Fee” means the fee payable to the Administrative Agent in arrears on each Quarterly Payment Date, equal to $5,000 per Quarterly
Payment Date.


 


“Administrative Expenses”
means, without duplication, fees, expenses (including indemnities and other amounts under Section 12.3) and other amounts due or
accrued with respect to any Quarterly Payment Date and any other date fixed for payment of such amounts (including, with respect to any
Quarterly Payment Date, any such amounts that were due and not paid on any prior Quarterly Payment Date) and payable in the following
order by the Borrower to:


 


(a)            
first, the Collateral Agent in respect of the Collateral Agent Fee and any fees owed to the Custodian, the Collateral Administrator,
the Securities Intermediary and the Document Custodian, and for the reimbursement of other reasonable and documented Administrative Expenses
and disbursements incurred and payable hereunder to the Collateral Agent, the Collateral Administrator, the Custodian, the Securities
Intermediary and the Document Custodian under any Loan Documents, in accordance with the provisions of this Agreement;


 


(b)          
second, the Administrative Agent in respect of the Administrative Agent Fee and for the reimbursement of reasonable and
documented expenses and disbursements incurred and payable hereunder by the Administrative Agent or the Lenders in accordance with the
provisions of this Agreement;


 


(c)           
third, on a pro rata basis, the following amounts (excluding indemnities) to the following parties:


 


(i)        
first, to the Services Provider for the reimbursement of reasonable and documented expenses and disbursements incurred by
the Services Provider in accordance with the provisions of this Agreement and the Corporate Services Agreement, including any appraisal
fees and any other out-of-pocket expenses incurred in connection with the Collateral Loans and payable to third parties and including
any amounts payable by the Services Provider in connection with any advances made to protect or preserve rights against an Obligor or
to indemnify an agent or representative for lenders pursuant to any Related Contracts (but excluding any Services Fee), and second, to
the Borrower for the reimbursement of reasonable and documented expenses and disbursements incurred by the Borrower in accordance with
the provisions of this Agreement and the Corporate Services Agreement, including any out-of-pocket expenses incurred in connection with
the Collateral Loans and payable to third parties and including any amounts payable by the Borrower in connection with any advances made
to protect or preserve rights against an Obligor or to indemnify an agent or representative for lenders pursuant to any Related Contracts;


 


(ii)      
Rating Agencies for fees and reasonable and documented expenses in connection with any rating of the Loans or the Collateral Loans,
including fees related to the obtaining of credit estimates by S&P and ongoing Rating Agency surveillance fees;


 






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(iii)     
any other Person in respect of any Indemnified Tax incurred on behalf of the Borrower; and


 


(iv)     
any other Person in respect of any other fees or expenses expressly permitted under this Agreement and the documents delivered
pursuant to or in connection with this Agreement and the Loan Documents (including any expenses incurred by the Borrower in connection
with the replacement of a Lender pursuant to Section 11.5); and


 


(d)           
fourth, on a pro rata basis, indemnities payable to any Person permitted under this Agreement and the documents delivered
pursuant to or in connection with this Agreement and the Loan Documents not otherwise paid;


 


provided
that Administrative Expenses shall not include (i) any salaries of any employees of the Borrower (for the avoidance of doubt, the Borrower
does not pay any salaries) (but Administrative Expenses may include any fees, reimbursements, indemnities, costs and expenses payable
to the directors, managers and/or independent directors or managers of the Borrower) or the Services Provider, (ii) any Increased Costs
or (iii) any Services Fees.


 


“Administrative Officer”
means, (i) when used with respect to the Collateral Agent (or State Street Bank and Trust Company in each of its capacities under the
Loan Documents), any vice president, assistant vice president, treasurer, assistant treasurer, secretary, assistant secretary, trust officer,
associate or any other officer of the Collateral Agent who shall have direct responsibility for the administration of this Agreement or
to whom any corporate trust matter is referred within the Corporate Trust Office, because of his or her knowledge of and familiarity with
the particular subject and (ii) when used with respect to the Administrative Agent, any officer within the office of the Administrative
Agent at the address listed on the signature pages hereto, including any vice president, assistant vice president, officer of the Administrative
Agent customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively,
or to whom any matter is referred at such location because of his or her knowledge of and familiarity with the particular subject.


 


“Administrative Questionnaire”
means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to
the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affected Lender”
means (i) a Lender (or a Participant in the Loans held by any Lender hereunder) that is required to comply with Article 5 of the Securitisation
Regulation or (ii) a financial institution which provides liquidity or credit support arrangements in connection with the Loans and which
is required to comply with Article 5 of the Securitisation Regulation.


 






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“Affiliate”
or “Affiliated” means, with respect to any Person, (a) any other Person who, directly or indirectly, is in control
of, or controlled by, or is under common control with, such Person or (b) any other Person who is a director, officer or employee of (i)
such Person, (ii) any subsidiary or parent company of such Person or (iii) any Person described in clause (a) above; provided that, solely
for purposes of the definitions of “Collateral Loan” and “Concentration Limitations”, the term “Affiliate”
as used therein with respect to any Obligor shall not include any Affiliate relationship which may exist solely as a result of direct
or indirect ownership of, or control by, a common Financial Sponsor (except if any such Person or Obligor provides collateral under, guarantees
or otherwise supports the obligations of the other such Person or Obligor).


 


“Agents”
means the Administrative Agent, the Custodian, the Document Custodian, the Collateral Agent, the Collateral Administrator and the Securities
Intermediary, and “Agent” means any of them.


 


“Aggregate Maximum
Principal Balance” means, when used with respect to all or a portion of the Collateral Loans, the sum of the Maximum Principal
Balances of all or of such portion of such Collateral Loans.


 


“Aggregate Participation
Exposure” means, at any time, the Maximum Principal Balance of all Collateral Loans that are in the form of Participation Interests
(other than Closing Date Participation Interests) owned by the Borrower at such time.


 


“Aggregate Principal
Balance” means, when used with respect to all or a portion of the Collateral Loans, the sum of the Principal Balances of all
or of such portion of such Collateral Loans.


 


“Agreement”
means this Credit Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing,
and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.


 


“Alternate Base Rate”
means, for any day, a fluctuating rate of interest per annum equal to the highest of:


 


(a)           
the Prime Rate in effect on such day; and


 


(b)           
the Federal Funds Rate in effect on such day plus 1⁄2 of 1% per annum.


 


Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective from and including the effective day of such
change in the Prime Rate or the Federal Funds Rate, respectively.


 


The Alternate Base Rate is a
reference rate and does not necessarily represent the lowest or best rate actually charged to any customer of any Agent or any Lender.
Interest calculated pursuant to clause (a) above will be determined based on a year of 365 days or 366 days, as applicable, and actual
days elapsed. Interest calculated pursuant to clause (b) above will be determined based on a year of 360 days and actual days elapsed.


 


“Anti-Corruption Laws”
means any laws, rules and regulations of any jurisdiction applicable from time to time
to the Borrower concerning bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, (15 U.S.C. §
78dd-1, et seq.) and the U.K. Bribery Act 2010.


 






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“Anti-Money Laundering Laws”
means any laws, rules and regulations applicable from time to time to the Borrower relating to money laundering or terrorist financing.


 


“Applicable Law”
means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.


 


“Applicable Lending
Office” means, with respect to any Lender, the office or offices designated as its “Lending Office” opposite its
name in the signature pages hereto or such other office of such Lender as such Lender may from time to time specify in writing to the
Borrower and the Administrative Agent.


 


“Applicable Margin”
means (i) during the period from the Closing Date to, but not including the date that is 12 months after
the Closing DateReinvestment Period, 2.15% per annum,
and (ii) from the date that is
12 months after the Closing Date to but not including the date that is 24 months after the Closing Date 2.25% per annum and (iii) from
and after the date that is 24 months after the Closing Datethereafter,
2.502.40% per annum.


 


“Applicable Rate”
means (i) if a CP Conduit is a Lender with respect to such Loan and is not a CP LIBOR Lender, the sum of (x) the Cost of Funds Rate for
such Loan plus (y) the Applicable Margin and (ii) if a CP LIBOR Lender or any other Person is a Lender with respect to such Loan,
the sum of (x) the London Interbank Offered Rate applicable to the relevant Interest Period plus (y) the Applicable Margin (provided
in the case of this clause (ii) that, in the case of any Interest Period on or after the first day on which the
Majority Lenders notify the Borrower that they have determined, in their commercially reasonable judgment, that a material disruption
to LIBOR or a change in the methodology of calculating LIBOR has occurred or any Lender shall have notified the Administrative Agent
pursuant to Section 11.2 that it is not permitted to fund Loans at the London Interbank Offered
Rate (and such Lender shall not have subsequently notified the Administrative Agent that the circumstances giving rise to such situation
no longer exist), the Applicable Rate shall be a rate per annum equal to the sum of (1) the Alternate Base Rate in effect on each day
of such Interest Period plus (2) the Applicable Margin for such Loans).


 


“Appraisal”
means, with respect to any Collateral Loan, an appraisal of either (A) such Collateral Loan or (B) the assets securing such Collateral
Loan, in each case, that is conducted by an Approved Appraisal Firm on the basis of the fair market value of such Collateral Loan or such
assets (that is, the price that would be paid by a willing buyer to a willing seller of such Collateral Loan or such assets in a commercially
reasonable sale on an arm’s-length basis). Any Appraisal required hereunder (i) may be in the form of an update or reaffirmation
by an Approved Appraisal Firm of an Appraisal previously performed by an Approved Appraisal Firm and (ii) shall be provided within five
Business Days following completion of such appraisal to the Collateral Agent for purposes of the Collateral Report.


 






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“Appraised Value”
means, with respect to any Collateral Loan, the Appraisal value (determined in Dollars, and which, if Appraisals for both of the following
are available, clause (a) below shall govern) of either (a) such Collateral Loan or (b) the assets securing such Collateral Loan, in
the case of clause (b), net of estimated costs of the liquidation of such assets as determined by the applicable Approved Appraisal Firm,
in each case as set forth in the related Appraisal or, if a range of values is set forth therein, the midpoint of such values; provided
that (i) the Appraised Value of any Collateral Loan shall in no case be greater than its Maximum Principal Balance and (ii) in the
case of clause (b), if the Borrower owns less than 100% of the total lenders’ interests secured by the assets securing any Collateral
Loan or has sold participation interests in such Collateral Loan, then the Appraised Value with respect to such Collateral Loan will
be reduced to reflect the proportionate interests of all other lenders or participants secured by such assets (taking into account the
relative seniority of all such lenders and participants) that rank pari passu with or senior to (including with respect to liquidation)
the Borrower’s interest under the Collateral Loan.


 


“Approved Appraisal
Firm” means those entities whose names are set forth on Schedule A, and any additional entity designated from time to
time by the Services Provider (i) that is an independent appraisal firm recognized as being experienced in conducting valuations of loans
of the type constituting Collateral Loans, and (ii) that the Borrower or the Services Provider determines, in accordance with the Servicing
Standard, is qualified with respect to each Collateral Loan. In connection with such designation, the Borrower or the Services Provider
shall deliver an updated Schedule A to the Administrative Agent, which updated Schedule A shall replace any previous Schedule
A. Notwithstanding the foregoing, at no time may the Borrower, the Services Provider or any Affiliate thereof be an Approved Appraisal
Firm.


 


“Approved Foreign
Jurisdiction” means each of Canada, any Group I Country, any Group II Country or any Group III Country; provided that
each such country has a foreign currency issuer credit rating that is at least “AA” by S&P at the time of acquisition
of the related Collateral Loan.


 


“Approved Indices”
has the meaning assigned to such term in the definition of “Eligible Loan Index”.


 


“Approved Lender”
means with respect to any Revolving Lender (i) any Lender that is not a CP Conduit and is a financial institution (including a securities
broker-dealer or Affiliate thereof) or other institutional lender with a short-term rating by S&P of at least A-1 (or an entity whose
obligations hereunder are absolutely and unconditionally guaranteed by an entity that has a short-term rating by S&P of at least
A-1 and meets then-current S&P guarantee criteria at such time) and (ii) any Lender that is a CP Conduit (x) whose Commercial Paper
Notes are rated at least A-1 by S&P and (y) that is provided liquidity support by an entity with a short-term rating by S&P of
at least A-1; provided, in each case, that any Revolving Lender (including a CP Lender) that has fully funded the Lender Collateral
Account in accordance with the provisions set forth in Sections 8.3(d) and 11.5(b)(i) shall be an Approved Lender notwithstanding
that its (or any such parent guarantor’s or its Commercial Paper Notes’) ratings are below such levels; provided further
that all Lenders shall be Approved Lenders.


 


“Assignment and Assumption”
means an Assignment and Assumption Agreement in substantially the form of Exhibit C hereto, entered into by a Lender, an assignee,
the Borrower (if applicable) and the Administrative Agent (if applicable).


 


“Assumed Investment
Rate” means, at any time, LIBOR (or, if an Alternate Base Rate is in effect, such Alternate Base Rate) minus 0.50% per
annum; provided that the Assumed Investment Rate shall not be less than 0.00%.


 






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“Authorized Officer”
means:


 


(a)           
with respect to each of the Borrower, the Services Provider, the Retention Holder and the Seller, those of its respective officers,
authorized representatives and agents whose signatures and incumbency shall have been certified to the Agents on the Closing Date pursuant
to the documents delivered pursuant to Section 3.1 or thereafter from time to time in substantially similar form; and


 


(b)          
with respect to either Agent or any other bank or trust company acting as trustee of an express trust or as custodian, an Administrative
Officer thereof.


 


Each party may receive and accept
a certification of the authority of any other party 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.


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such
Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining
the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for
such Benchmark that is then-removed from the definition of “Interest Period”.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any
liability of an Affected Financial Institution.


 


“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the
Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, the UK Bail-In Legislation.


 


“Bank Recovery and
Resolution Directive” means Directive 2014/59/EU of the European Parliament and of the Council of the European Union.


 


“Bankruptcy Code”
means Title 11 of the United States Code, entitled “Bankruptcy”, as amended from time to time, and any successor statute or
statutes.


 


“Bankruptcy Law”
means the Bankruptcy Code or any similar federal law or state law for the relief of debtors and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, receivership, interim-receivership, insolvency,
reorganization, winding-up or similar debtor relief applicable laws including any laws relating to the compromise or settlement of debt
with creditors or any class of them (including under corporate statutes) of the United States, states thereof or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally.


 






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“Base Rate Loans”
means Loans accruing interest at an Applicable Rate based upon the Alternate Base Rate.


 


“Benchmark”
means, initially, LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date have occurred with respect to LIBOR or the then-current Benchmark, then “Benchmark” means the applicable
Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 11.1.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative
Agent for the applicable Benchmark Replacement Date:


 


(1)           
the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)           
the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement
Adjustment; and


 


(3)           
the sum of: (a) the alternate benchmark rate that has been selected by the
Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving
due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate
by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement
for the then-current Benchmark for U.S. dollar-denominated syndicated or bilateral credit facilities at such time and (b) the related
Benchmark Replacement Adjustment.


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion. If the Benchmark Replacement as determined
pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the
purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)            for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order
below that can be determined by the Administrative Agent:


 


(a)           
the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such
Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;


 






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(b)           
the spread adjustment (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a
derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for
the applicable Corresponding Tenor; and


 


(2)            for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or
determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving
or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated or
bilateral credit facilities.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition
of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests
or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical,
administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation
of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent
with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists,
in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1)           
in the case of clause (1) or (2) of the definition of “Benchmark Transition
Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which
the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to
provide all Available Tenors of such Benchmark (or such component thereof);


 


(2)           
in the case of clause (3) of the definition of “Benchmark Transition
Event,” the date of the public statement or publication of information referenced therein; or


 


(3)            
in the case of an Early Opt-in Election, the sixth (6th) Business
Day after the date notice of such Early Opt-in Election is provided to the Borrower and Lenders, so long as the Administrative Agent
has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in
Election is provided to the Borrower Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Majority
Lenders.


 






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For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference
Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 





“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1)
                a public statement or publication of information by or on behalf of the administrator
of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will
cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof);


 


(2)              
  a public statement or publication of information by the regulatory supervisor
for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal
Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution
authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency
or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark
(or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark (or such component thereof); or


 


(3)                
a public statement or publication of information by the regulatory supervisor
for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors
of such Benchmark (or such component thereof) are no longer representative.


 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a
public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such
Benchmark (or the published component used in the calculation thereof).


 






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“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses
(1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all
purposes hereunder and under any Loan Document in accordance with Section 11.1 and (y) ending at the time that a Benchmark Replacement
has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 11.1.


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which
certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity
Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets
Association.


 


“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise
for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.


 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.


 


“Bond” means
an obligation that (a) constitutes borrowed money and (b) is in the form of, or represented by, a bond, note, certificated debt security
or other debt security (other than any of the foregoing that evidences a Senior Secured Loan, a First Lien/Last Out Loan, a Second Lien
Loan, or a Participation Interest in a Senior Secured Loan, a First Lien/Last Out Loan, a Second Lien Loan).


 


“Borrower”
means ORCC Financing IV LLC, a Delaware limited liability company.


 


“Borrower Materials”
is defined in Section 12.16(c).


 


“Borrower Order”
means a written order or request (which may be a standing order or request) dated and signed in the name of the Borrower by an Authorized
Officer of the Borrower or by an Authorized Officer of the Services Provider on behalf of the Borrower, which order or request may also
be provided by email or other electronic communication unless an Agent requests otherwise.


 


“Borrowing”
means the borrowing of a Loan pursuant to Section 2.2.


 


“Borrowing Date”
means the date of a Borrowing.


 


“Break-Even Default
Rate” means, with respect to the Loans, the maximum percentage of defaults, at any time, that the Current Portfolio or the Proposed
Portfolio, as applicable, can sustain, as determined by S&P, through application of the S&P CDO Monitor chosen by the Services
Provider in accordance with this Agreement that is applicable to the portfolio of Collateral Loans, which, after giving effect to S&P’s
assumptions on recoveries, defaults and timing and to the Priority of Payments, will result in sufficient funds remaining for the payment
of the Loans in full.


 






    -12-


     


    

 


“Bridge Loan”
means any loan or other obligation that (a) is unsecured and is incurred in connection with a merger, acquisition, consolidation or sale
of all or substantially all of the assets of a person or similar transaction and (b) by its terms, is required to be repaid within one
year of the incurrence thereof with proceeds from additional borrowings or other refinancings (it being understood that any such loan
or other obligation that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out or other provision
whereby (automatically or at the sole option of the Obligor thereof) the maturity of the indebtedness thereunder may be extended to a
later date is not a Bridge Loan).


 


“Business Day”
means any day except a Saturday, Sunday or a day on which commercial banks in London, England (for purposes of calculating interest rates),
New York, New York or in the city in which the Corporate Trust Office of the Collateral Agent is located (initially being Boston, Massachusetts)
or the offices of the Document Custodian (initially being Chicago, Illinois) are authorized or required by law to close; provided that
if the location of the Corporate Trust Office of the Collateral Agent or the offices of the Document Custodian changes at any time, the
Collateral Agent or the Document Custodian, as applicable, shall provide prompt written notice of such change to the Borrower, the Administrative
Agent and the Lenders.


 


“Calculation Date”
means the date that is 10 Business Days prior to each Quarterly Payment Date.


 


“Cash” means
such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private debts.


 


“CCC Collateral Loan”
means a Collateral Loan (other than a Defaulted Loan) with an S&P Rating of “CCC+” or lower.


 


“CCC Excess”
means the amount equal to the excess of the Maximum Principal Balance of all CCC Collateral Loans over an amount equal to 20% of the
Total Capitalization as of such date of determination; provided that, in determining which of the CCC Collateral Loans shall be
included in the CCC Excess, the CCC Collateral Loans with the lowest Market Value (expressed as a percentage of the Maximum Principal
Balance of each such Collateral Loan as of such date of determination) shall be deemed to constitute such CCC Excess.


 


“CCC Excess Adjustment
Amount” means, as of any date of determination, an amount equal to the excess, if any, of (i) the Aggregate Principal Balance
of all CCC Collateral Loans included in the CCC Excess, over (ii) the lowest of (x) the sum of the Market Values of all CCC Collateral
Loans included in the CCC Excess, (y) the sum of the S&P Recovery Amount of all CCC Collateral Loans included in the CCC Excess and
(z) the sum of the carrying value on the books and records of the Borrower (or its Affiliates) of all CCC Collateral Loans included in
the CCC Excess.


 


“CFTC” means
the Commodity Futures Trading Commission.


 






    -13-


     


    

 


“Change in Control”
means the failure of the Parent to own 100% of the Equity Interests in the Borrower (other than nominal interests).


 


“Closing Date”
means August 2, 2019.


 


“Closing Date Participation”
means any Collateral Loan held in the form of a Participation Interest acquired by the Borrower under the Sale and Contribution Agreement
on the Closing Date.


 


“Closing Date Portfolio
Condition” means the condition that is satisfied if, (i) the pool of Collateral contains Collateral Loans of no less than 20
different Obligors and (ii) as of the date that is thirty (30) days after the Closing Date or, if earlier, as of the initial Borrowing
Date, each Collateral Quality Test shall be satisfied.


 


“Closing Expense Account”
means the trust account established pursuant to Section 8.3(e).


 


“Code” means
the Internal Revenue Code of 1986, as amended, or any successor statute.


 


“Collateral”
means the Pledged Collateral and all other property and/or rights on or in which a Lien is or is intended to be granted to the Collateral
Agent for the benefit of the Secured Parties pursuant to this Agreement, any of the Loan Documents or any other instruments provided for
herein or therein or delivered or to be delivered hereunder or thereunder or in connection herewith or therewith.


 


“Collateral Administrator”
means State Street Bank and Trust Company, in its capacity as collateral administrator, and any successor thereto.


 


“Collateral Administrator
Fee” means the fee payable to the Collateral Administrator in arrears on each Quarterly Payment Date in an amount specified
in the Collateral Agent Fee Letter.


 


“Collateral Agent”
means State Street Bank and Trust Company, in its capacity as collateral agent under this Agreement, and its successors in such capacity.


 


“Collateral Agent Fee”
means the fee payable to the Collateral Agent in arrears on each Quarterly Payment Date in an amount specified in the Collateral Agent
Fee Letter.


 


“Collateral Agent Fee
Letter” means the Fee Schedule dated as of the date hereof, between the Borrower, the Collateral Agent, and the Collateral Administrator,
as amended, restated, supplemented or otherwise modified from time to time.


 






    -14-


     


    

 


“Collateral Loan”
means a Senior Secured Loan, a First Lien/Last Out Loan or a Second Lien Loan or a Participation Interest in any Senior Secured Loan,
First Lien/Last Out Loan or Second Lien Loan that as of the date of acquisition by the Borrower meets each of the following criteria:


 


(a)              
(i) provides the Borrower (or an agent on behalf of the applicable lenders with respect to such Collateral Loan) with a valid,
perfected security interest in the collateral granted under the applicable Related Contracts at the level of priority indicated therein;
constitutes the legal and enforceable obligation of the applicable Obligor (except as enforceability may be limited by applicable insolvency,
bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is
considered in a proceeding in equity or at law); (ii) is owned by the Borrower free and clear of adverse claims (other than Permitted
Liens); (iii) may, under the applicable Related Contracts and Applicable Law, be pledged and assigned by the Borrower to the Collateral
Agent; (iv) with respect to which all steps required by Section 8.7 have been taken (or will be taken as soon as practicable) and
in which the Collateral Agent holds (or will hold, once the necessary steps are taken) a first-priority perfected security interest for
the benefit of the Secured Parties; and (v) at the time such Collateral Loan was acquired, was not subject to set-off or defense (other
than a discharge in the event of a subsequent bankruptcy) by the related Obligor and, together with the documentation relating thereto,
does not contravene in any material respect any law, rule or regulation applicable to the Borrower or the Services Provider;


 


(b)                
is governed by the law of a state of the United States or the law of an Approved Foreign Jurisdiction;


 


(c)                
is an obligation of an Eligible Obligor;


 


(d)                
is not an obligation (other than a Revolving Collateral Loan or a Delayed Funding Loan) pursuant to which any future advances or
payments to the Obligor may be required to be made by the Borrower;


 


(e)                 unless otherwise approved in writing by the Administrative Agent, the acquisition price (exclusive of the portion thereof attributable
to accrued interest) of such Collateral Loan paid by the Borrower therefor is not less than 75% of the Principal Balance thereof;


 


(f)                 
is not a Bond (or any other type of debt security that is not a loan or a Participation Interest), a Defaulted Loan, a Credit Risk
Loan, a Synthetic Security, a Bridge Loan, a Structured Finance Obligation, an Equity Security, a Real Estate Loan, a letter of credit
or a PIK Loan;


 


(g)              
   is not a Zero Coupon Loan, a finance lease or chattel paper;


 


(h)                 is not subject to forfeiture of principal based on a material non-credit related risk (such as the occurrence of a catastrophe),
as reasonably determined by the Borrower, or the Services Provider in accordance with the Servicing Standard;


 






    -15-


     


    

 


(i)                 
is not the subject of an Offer or called for redemption (except for any repayment under a Revolving Collateral Loan of amounts
that may be reborrowed thereunder pursuant to the applicable Related Contract);


 


(j)                 
is denominated and payable in Dollars (and is not convertible into, or payable in, any other currency);


 


(k)                
does not constitute Margin Stock;


 


(l)                 
provides for the payment or repayment of a stated principal amount in one or more installments on or prior to the stated maturity
thereof;


 


(m)              
does not subject the Borrower to withholding tax (except for withholding taxes on fees received with respect to Revolving Collateral
Loans or Delayed Funding Loans and withholding taxes imposed under FATCA) unless the relevant Obligor is required to make “gross-up”
payments or pay “additional amounts” in respect of, or otherwise compensate the Borrower for, the full amount of such withholding
tax;


 


(n)               
if such Collateral Loan is a Participation Interest, then such Participation Interest is acquired from (i) a Selling Institution
Domiciled under the laws of the United States (or any state thereof) or any U.S. branch of a Selling Institution Domiciled outside the
United States or (ii) with respect to Collateral Loans the Obligors of which are Domiciled in an Approved Foreign Jurisdiction, a Selling
Institution Domiciled in an Approved Foreign Jurisdiction to the extent such Selling Institution satisfies the S&P Counterparty Criteria;


 


(o)                
provides for payment of interest at least semi-annually;


 


(p)                
will not cause the Borrower or the pool of assets to be required to be registered as an investment company under the Investment
Company Act;


 


(q)                
does not have an “L”, “p”, “prelim”, “sf” or “t” subscript assigned
by S&P;


 


(r)                  does not have an “sf” subscript assigned by Moody’s;


 


(s)                
is Registered;


 


(t)                 
is not a Cov-Lite Loan unless it is an Eligible Cov-Lite Loan;


 


(u)               
either (i) has public ratings from S&P, (ii) has a derived rating based on criteria of S&P or (iii) the Borrower will obtain
credit estimates from S&P on such loan and will apply for such credit estimate within the requisite time period dictated by S&P
criteria after acquiring such loan; and


 


(v)              
does not have an attached warrant to purchase an Equity Security and does not provide for mandatory conversion or exchange for
Equity Securities; provided that this clause (v) shall not exclude obligations originated with an attached warrant if the Borrower
does not acquire such warrant or the right to exercise such warrant.


 






    -16-


     


    

 


“Collateral Quality
Test” means a test that is satisfied if, as of any date of determination, in the aggregate, the Collateral Loans owned (or in
relation to a proposed acquisition of a Collateral Loan, both owned and proposed to be owned) by the Borrower satisfy each of the tests
set forth below, calculated in each case in accordance with Section 1.3:


 


(a)                
the Minimum Weighted Average Spread Test;


 


(b)                
the Maximum Weighted Average Life Test;


 


(c)                
the Minimum Diversity Score Test;


 


(d)                
the Minimum Weighted Average S&P Recovery Rate Test;


 


(e)                
the S&P CDO Monitor Test; and


 


(f)                  the Minimum Weighted Average Coupon Test.


 


“Collateral Report”
has the meaning set forth in Section 5.1(h).


 


“Collateral Report
Determination Date” means the date that is 10 Business Days prior to the fifth calendar day of each calendar month.


 


“Collection Account”
means the trust account established pursuant to Section 8.2(a).


 


“Collections”
means, with respect to any Collateral, all principal payments, interest payments, fees and other payments received by the Borrower with
respect thereto and all other amounts paid with respect to such Collateral that are payable to the Borrower, including dividends of any
type, distributions with respect thereto and any proceeds of collateral for, or any guaranty of, such Collateral or the relevant Obligor’s
obligation to make payments with respect thereto.


 


“Commercial Paper Funding”
means, with respect to any Loan funded by a CP Lender, at any time, the funding by a CP Lender of all or a portion of the outstanding
principal amount of such Loan with funds provided by the issuance of Commercial Paper Notes.


 


“Commercial Paper Funding
Period” means, with respect to any Loan funded by a CP Conduit, a period of time during which all or a portion of the outstanding
principal amount of such Loan is funded by a Commercial Paper Funding.


 


“Commercial Paper Notes”
means commercial paper notes or secured liquidity notes issued by a CP Conduit or a conduit providing funding to a CP Conduit from time
to time.


 






    -17-


     


    

 


“Commercial Paper Rate”
means, with respect to any Commercial Paper Funding, a rate per annum equal to the sum of (i) the rate or, if more than one rate, the
weighted average of the rates, determined by converting to an interest-bearing equivalent rate per annum (based on a year of 360 days
and actual days elapsed) the discount rate (or rates) at which Commercial Paper Notes are sold by any placement agent or commercial paper
dealer of such Commercial Paper Notes and/or a commercial paper conduit providing funding to a CP Conduit, plus (ii) if not included
in the calculations in clause (i), the commissions, fees and charges charged by such placement agent or commercial paper dealer with respect
to such Commercial Paper Notes, incremental carrying costs incurred with respect to such Commercial Paper Notes maturing on dates other
than those on which corresponding funds are received by such CP Conduit, other borrowings by such CP Conduit and any other costs (such
as interest rate or currency swaps, the cost of funding odd lots or small dollar amounts) associated with the issuance of Commercial Paper
Notes that are allocated, in whole or in part, by such CP Conduit or its Program Manager or funding agent to fund or maintain such portion
of the applicable Loan (and which may be also allocated in part to the funding of other assets of such CP Conduit) and discount on Commercial
Paper Notes issued to fund the discount on maturing Commercial Paper Notes, in all cases expressed as a percentage of the face amount
thereof and converted to an interest-bearing equivalent rate per annum (based on a year of 360 days and actual days elapsed).


 


“Commitment”
means the Revolving Commitments and the Term Commitments.


 


“Commitment Fee”
has the meaning set forth in Section 2.6(a).


 


“Commitment Period”
means the period commencing on the Closing Date and ending on the earliest of:


 


(a)                
the time at which the Revolving Commitments are terminated or reduced to zero as provided in this Agreement (whether pursuant to
Article II, Article VI or otherwise); and


 


(b)                
the last day of the Reinvestment Period;


 


provided that Commitment Period shall
not end unless and until, if necessary, the Future Funding Reserve Loan has been made.


 


“Commitment Shortfall”
means the amount by which:


 


(a)                
the aggregate Unfunded Amount exceeds


 


(b)               
the sum of (i) the aggregate Total Revolving Commitment minus the aggregate principal amount of the Revolving Loans outstanding
at such time (which amount under clause (i) shall not be less than zero), plus (ii) amounts on deposit in the Collection Account,
including Eligible Investments credited thereto, representing Principal Proceeds, plus (iii) amounts on deposit in the Future Funding
Reserve Account, including Eligible Investments credited thereto.


 


“Commodity Exchange
Act” means the Commodity Exchange Act of 1936, as amended.


 






    -18-


     


    

 


“Concentration Limitations”
means limitations that are satisfied if, as of any date of determination, in the aggregate, the Maximum Principal Balance of the Collateral
Loans owned (or, in relation to a proposed acquisition of a Collateral Loan, proposed to be owned) by the Borrower comply with all of
the requirements set forth below, calculated as a percentage of Total Capitalization (unless otherwise specified) and in each case in
accordance with the procedures set forth in Section 1.3:


 


(a)                
not more than 12.5% consist of Collateral Loans with Obligors in any one S&P Industry Classification, except that, without
duplication, (i) up to 15.0% may consist of Collateral Loans with the Obligor in each of the largest and second largest S&P Industry
Classification (other than “Oil, Gas & Consumable Fuels”);


 


(b)                
not more than 5.0% consist of obligations of any one Obligor (and Affiliates thereof); provided that (x) up to two Obligors
(and their respective Affiliates) may each constitute up to 8.0% and (y) up to two Obligors (other than the Obligors described in clause
(x)) (and their respective Affiliates) may each constitute up to 6.0%;


 


(c)                
not more than 25.0% consist of First Lien/Last Out Loans and Second Lien Loans; provided that not more than 10.0% may consist
of Second Lien Loans;


 


(d)                
not more than 10.0% consist of Fixed Rate Obligations;


 


(e)                
not more than 25.0% consist of Eligible Cov-Lite Loans;


 


(f)                 
not more than 15.0% consist of DIP Loans;


 


(g)                
not more than 10.0% consist of Current Pay Obligations;


 


(h)                
not more than 10.0% consist of Collateral Loans that permit the payment of interest to be made less frequently than quarterly;


 


(i)                 
not more than 15.0% consist of Revolving Collateral Loans and the unfunded portion of Delayed Funding Loans;


 


(j)                  not more than 10.0% consist of Discount Loans;


 


(k)                
(i) the Aggregate Participation Exposure is not more than 20.0% and (ii) as of the Closing Date, the Maximum Principal Balance
of all Closing Date Participation Interests is not more than 25.0%;


 






    -19-


     


    

 


(l)                 
(i) not less than 85.0% of the Principal Balance of Collateral Loans may consist of Cash or obligations of Obligors Domiciled in
the United States or Canada, and (ii) not more than the percentage listed below may consist of Collateral Loans whose Obligors are Domiciled
in the country or countries set forth opposite each such percentage:


 


	% Limit	 	 	Country or Countries
	 	15.0	%	 	all countries (in the aggregate) other than the United States;
	 	10.0	%	 	Canada
	 	5.0	%	 	all countries (in the aggregate) other than the United States, Canada and the United Kingdom;
	 	2.5	%	 	any individual Group I Country;
	 	2.0	%	 	all Group II Countries in the aggregate;
	 	2.0	%	 	all Group III Countries in the aggregate;



 


(m)               
not more than 20.0% consist of CCC Collateral Loans;


 


(n)               
not more than 10.0% shall consist of Collateral Loans whose Obligors have a trailing twelve month EBITDA of less than $15,000,000,
as measured at the time of such acquisition based on the most recent financial information provided by the Obligor and relied upon for
the Services Provider’s investment decision; and


 


(o)              
   not more than 5.0% shall consist of Long Dated Loans.


 


“Conduit Assignee”
means any multi-seller commercial paper conduit or special purpose entity funded by a multi-seller commercial paper conduit which is,
in either case, administered by a common manager or an Affiliate of a CP Conduit, or the collateral trustee of such entity.


 


“Conduit Rating Agency”
means each nationally recognized investment rating agency that is then rating the Commercial Paper Notes of any CP Conduit.


 


“Conduit Support Provider”
means, without duplication, (i) a provider of a Credit Facility or Liquidity Facility to or for the benefit of any CP Conduit, and any
guarantor of such provider or (ii) an entity that issues commercial paper or other debt obligations, the proceeds of which are used (directly
or indirectly) to fund the obligations of any CP Conduit.


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.


 


“Constituent Documents”
means, in respect of any Person, the certificate or articles of formation or organization, the limited liability company agreement, memorandum
and articles of association, operating agreement, partnership agreement, joint venture agreement or other applicable agreement of formation
or organization (or equivalent or comparable constituent documents) and other organizational documents and by-laws and any certificate
of incorporation, certificate of formation, certificate of limited partnership and other agreement, or similar instrument filed or made
in connection with its formation or organization, in each case, as the same may be amended, restated, replaced, supplemented or otherwise
modified from time to time.


 






    -20-


     


    

 



 


“Contingent Obligation”
means, as to any Person, without duplication, (i) any contingent obligation of such Person required to be shown on such Person’s
balance sheet in accordance with GAAP, and (ii) any obligation of such Person required to be disclosed in the footnotes to such Person’s
financial statements in accordance with GAAP, guaranteeing partially or in whole any non-recourse Indebtedness, lease, dividend or other
obligation, exclusive of contractual indemnities (including, without limitation, any indemnity or price-adjustment provision relating
to the purchase or sale of securities or other assets) and guarantees of non-monetary obligations (other than guarantees of completion)
which have not yet been called on or quantified, of such Person or of any other Person. The amount of any Contingent Obligation described
in clause (ii) shall be deemed to be (a) with respect to a guaranty of interest or interest and principal, or operating income guaranty,
the sum of all payments required to be made thereunder (which in the case of an operating income guaranty shall be deemed to be equal
to the debt service for the note secured thereby), calculated at the applicable interest rate, through (i) in the case of an interest
or interest and principal guaranty, the stated date of maturity of the obligation (and commencing on the date interest could first be
payable thereunder), or (ii) in the case of an operating income guaranty, the date through which such guaranty will remain in effect,
and (b) with respect to all guarantees not covered by the preceding clause (a), an amount equal to the stated or determinable amount of
the primary obligation in respect of which such guaranty is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the footnotes
to the most recent financial statements of the Borrower required to be delivered pursuant to Section 5.1 hereof. Notwithstanding
anything contained herein to the contrary, guarantees of completion shall not be deemed to be Contingent Obligations unless and until
a claim for payment or performance has been made thereunder by the person entitled to performance or payment thereunder, at which time
any such guaranty of completion shall be deemed to be a Contingent Obligation in an amount equal to any such claim. Subject to the preceding
sentence, (i) in the case of a joint and several guaranty given by such Person and another Person (but only to the extent such guaranty
is directly or indirectly recourse to such Person), the amount of the guaranty, to the extent it is directly or indirectly recourse to
such Person, shall be deemed to be 100% thereof unless and only to the extent that such other Person has delivered Cash or cash equivalents
to secure all or any part of such Person’s guaranteed obligations and (ii) in the case of any other guaranty, (whether or not joint
and several) of an obligation otherwise constituting Indebtedness of such Person, the amount of such guaranty shall be deemed to be only
that amount in excess of the amount of the obligation constituting Indebtedness of such Person.


 


“Conversion Date”
means any date selected by the Administrative Agent for conversion of the applicable Revolving Loans into Term Loans.


 


“Corporate Services
Agreement” means the Corporate Services Agreement dated as of the date hereof between the Borrower and the Services Provider,
as amended from time to time in accordance with the terms hereof and thereof.


 


“Corporate Trust Office”
means the corporate trust office of the Collateral Agent currently located at 1776 Heritage Drive, North Quincy, Massachusetts 02171,
Mail Stop: JAB0130, Attention: Structured Trust & Analytics or such other address as the Collateral Agent may designate from time
to time by notice to the Borrower, the Administrative Agent and the Lenders or the principal corporate trust office of any successor Collateral
Agent.


 






    -21-


     


    

 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period
having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Cost of Funds Rate”
means, with respect to any Loan funded by a CP Lender that is not a CP LIBOR Lender, the weighted average of the Commercial Paper Rate,
the Liquidity Funding Rate and the Credit Funding Rate at any time and from time to time based upon the portion of the outstanding principal
amount of such Loan that is funded by Commercial Paper Funding, Liquidity Funding or Credit Funding for one or more Commercial Paper
Funding Periods, Liquidity Funding Periods or Credit Funding Periods, respectively; provided that in no event shall the Cost of
Funds Rate for any period exceed the Cost of Funds Rate Cap for such period. For purposes of this definition and its use in this Agreement,
the Commercial Paper Rate established by a CP Lender shall be associated with the Commercial Paper Funding undertaken by such CP Lender.


 


“Cost of Funds Rate
Cap” means, for any Interest Period, the sum of (i) the London Interbank Offered Rate applicable to such Interest Period plus
(ii) 0.25% per annum; provided that if, pursuant to Section 11.1(a), the Administrative Agent is unable to obtain a
quotation for the London Interbank Offered Rate, the Cost of Funds Rate Cap shall equal, for each day in any Interest Period, (i) the
Alternate Base Rate applicable to such day plus (ii) 0.25% per annum.


 


“Cov-Lite Loan”
means a Collateral Loan the Related Contracts for which do not (i) contain any financial covenants or (ii) require the Obligor thereunder
to comply with any Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required
by such Related Contracts); provided that, notwithstanding the foregoing, a Collateral Loan shall be deemed for all purposes (other
than the S&P Recovery Rate for such Collateral Loan) not to be a Cov-Lite Loan if the Related Contracts for such Collateral Loan
contain a cross-default or cross acceleration provision to, or such Collateral Loan is pari passu with, another loan, debt obligation
or credit facility of the underlying Obligor that contains one or more Maintenance Covenants.


 


“Coverage Tests”
means each of the Overcollateralization Ratio Test and the Interest Coverage Ratio Test.


 


“Covered Accounts”
means, collectively, the Collection Account, the Custodial Account, the Future Funding Reserve Account, the Interest Reserve Account,
the Payment Account, the Lender Collateral Account and the Closing Expense Account and any subaccounts of each of the foregoing.


 


“Covered Entity”
means any of the following:


 


(i)       a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii)      a
 “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii)     a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 






    -22-


     


    

 


“Covered Party”
has the meaning set forth in Section 15.1.


 


“CP Conduit”
means any limited-purpose entity established to use the direct or indirect proceeds of the issuance of Commercial Paper Notes to finance
financial assets.


 


“CP Lender”
means any CP Conduit that is a Lender, and that is identified to the Borrower as a CP Conduit on its signature page to this Agreement,
an Assignment and Assumption or otherwise.


 


“CP LIBOR Lender”
means a CP Conduit that has elected in a written notice to the Borrower and the Administrative Agent to have its Loans accrue interest
by reference to the London Interbank Offered Rate.


 


“Credit Estimate”
means, with respect to any Collateral Loan, a credit estimate obtained from S&P in accordance with the S&P’s “Credit
Estimate Information Requirements” dated April 2011 and any other available information S&P reasonably requests in order to
produce a credit estimate for a particular asset.


 


“Credit Facility”
means, with respect to any Loan by any CP Lender, a credit asset purchase agreement or other similar facility that provides credit support
for defaults in respect of the failure to make such Loan, and any guaranty of any such agreement or facility.


 


“Credit Funding”
means, with respect to any Loan by any CP Lender, at any time, funding by a CP Lender of all or a portion of the outstanding principal
amount of such Loan with funds provided under a Credit Facility.


 


“Credit Funding Period”
means, with respect to any Loan by any CP Lender, a period of time during which all or a portion of the outstanding principal amount of
such Loan is funded by a Credit Funding.


 


“Credit Funding Rate”
means, with respect to any Credit Funding for any period, the per annum rate of interest equal to the rate of interest provided for in
the relevant Credit Facility at such time.


 


“Credit Improved Loan”
means any Collateral Loan that, in the Services Provider’s reasonable business judgment applying the Servicing Standard has significantly
improved in credit quality from the condition of its credit at the time of acquisition, which judgment may (but need not) be based on
one or more of the following facts and will not be called into question as a result of subsequent events:


 


(a)      the
Obligor in respect of such Collateral Loan has shown improved financial results since the published financial reports first produced
after it was acquired by the Borrower;


 






    -23-


     


    

 


(b)      the
Obligor in respect of such Collateral Loan since the date on which such Collateral Loan was acquired by the Borrower has raised significant
equity capital or has raised other capital that has improved the liquidity or credit standing of such Obligor; or


 


(c)      with respect to which one or more of the following criteria applies in respect of such Collateral Loan: (i) such Collateral Loan
has been upgraded or put on a watch list for possible upgrade by S&P since the date on which such Collateral Loan was acquired by
the Borrower; (ii) the proceeds from a sale of such Collateral Loan would be at least 101% of its purchase price; (iii) the price of such
Collateral Loan has changed during the period from the date on which it was acquired by the Borrower to the proposed sale date by a percentage
either more positive, or less negative, as the case may be, than the percentage change in the average price of the applicable Eligible
Loan Index plus 0.25% over the same period; or (iv) the price of such Collateral Loan changed during the period from the date on
which it was acquired by the Borrower to the date of determination by a percentage either more positive, or less negative, as the case
may be, than the percentage change in a nationally recognized loan index selected by the Borrower or the Services Provider over the same
period plus 0.50%.


 


“Credit Risk Loan”
means a Collateral Loan that is not a Defaulted Loan but which has, in the Services Provider’s reasonable business judgment applying
the Servicing Standard (which judgment will not be called into question as a result of subsequent events), a significant risk of declining
in credit quality and, with lapse of time, becoming a Defaulted Loan, and is designated as a “Credit Risk Loan” by the Borrower
or the Services Provider.


 


“CRR” means
European Union Regulation 575/2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU)
648/2012.


 


“Current Pay Obligation”
means a Collateral Loan that would otherwise be a Defaulted Loan as to which (i) all scheduled interest and principal payments due (other
than those due as a result of any bankruptcy, insolvency, receivership or other analogous proceeding) were paid in Cash and the Borrower
or the Services Provider reasonably expects, and delivers to S&P (if S&P is then rating any Loans) a certificate of an Authorized
Officer certifying that it reasonably expects, that the remaining scheduled interest and principal payments due will be paid in cash,
(ii) the S&P Rating of such Collateral Loan is at least “CCC” and is not on a watch list for possible downgrade; (iii)
the Market Value (which is not determined pursuant to clause (d) or subclause (iii) in the proviso of clause (c) of the definition thereof)
of such Collateral Loan is at least 80% of par; and (iv) if the Obligor of such Collateral Loan is the subject of a bankruptcy, insolvency,
receivership or other analogous proceeding, the bankruptcy court or other authorized official has authorized the payment of interest
and/or principal and other amounts due and payable on such Collateral Loan and no such payments that are due and payable are unpaid;
provided that to the extent that more than 10.0% of Total Capitalization would otherwise constitute Current Pay Obligations, one
or more Collateral Loans (or portions thereof, as applicable) having a Maximum Principal Balance at least equal to such excess shall
be deemed not to constitute Current Pay Obligations and shall instead constitute Defaulted Loans; provided, further that,
in determining which of the Current Pay Obligations shall constitute Defaulted Loans, the Current Pay Obligations with the lowest Market
Value (expressed as a percentage of the Maximum Principal Balance of each such Collateral Loan as of such date of determination) shall
be deemed to so constitute Defaulted Loans.


 






    -24-


     


    

 


“Current Portfolio”
means, at any time, the portfolio of Collateral Loans and Eligible Investments representing Principal Proceeds, then held by the Borrower.


 


“Custodial Account”
means a custodial account at the Custodian, established in the name of the Collateral Agent pursuant to Section 8.4(a).


 


“Custodian”
has the meaning set forth in Section 8.4(a).


 


“Daily Report”
has the meaning set forth in Section 8.9(a).


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the
Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining
 “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention
is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable
discretion.


 


“Default”
means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would,
unless waived in accordance with Section 12.5 or cured, become an Event of Default.


 


“Default Differential”
means, with respect to the Loans at any time, the rate calculated by subtracting the Scenario Default Rate for the Loans at such time
from the Break-Even Default Rate for the Loans at such time.


 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.


 


“Defaulted Loan”
means any Collateral Loan as to which:


 


(a)      a
default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Loan (without regard
to any grace period applicable thereto, or waiver thereof, after the passage of five Business Days in the case of interest or three Business
Days in the case of principal if the Borrower or the Services Provider determines that such default is unrelated to credit-related causes
(which determination shall be reported in the next Collateral Report required to be delivered pursuant to Section 5.1(h)), but
in no case beyond the passage of any grace period applicable thereto);


 






    -25-


     


    

 


(b)      the
Borrower or the Services Provider has received written notice or a Senior Authorized Officer of the Borrower or the Services Provider
has actual knowledge that a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation
of the same Obligor that is senior or pari passu in right of payment to such Collateral Loan (in each case, after the passage
of three Business Days if the Borrower or the Services Provider determines that such default is unrelated to credit-related causes (which
determination shall be reported in the next Collateral Report required to be delivered pursuant to Section 5.1(h) but only to
the extent the Borrower or the Services Provider has been notified or otherwise has knowledge of such default), but in no case beyond
the passage of any grace period applicable thereto; provided that both the Collateral Loan and such other debt obligation are
full recourse obligations of the applicable Obligor);


 


(c)      except
in the case of a DIP Loan or Current Pay Obligation, the Obligor in respect of such Collateral Loan has, or others have, instituted proceedings
to have such Obligor adjudicated as bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed,
or such Obligor has filed for protection under Chapter 11 of the Bankruptcy Code;


 


(d)      except in the case of a DIP Loan, the Obligor with respect to such Collateral Loan has an S&P Rating of lower than “CCC-”
or “D” or “SD” or had any such rating immediately before such rating was withdrawn by S&P;


 


(e)      the
Borrower or the Services Provider has received notice or a Senior Authorized Officer of the Borrower or the Services Provider has actual
knowledge that another debt obligation of the same Obligor that is senior or pari passu in right of payment to such Collateral
Loan has an S&P Rating of lower than “CCC-” or “D” or “SD” or had any such rating immediately
before such rating was withdrawn by S&P, and such other debt obligation remains outstanding; provided that both the Collateral
Loan and such other debt obligation are full recourse obligations of the applicable Obligor;


 


(f)      
a default with respect to which the Borrower or the Services Provider has received written notice, or a Senior Authorized Officer
of the Borrower or the Services Provider has actual knowledge, that a default has occurred under the Related Contracts and any applicable
grace period has expired and the holders of such Collateral Loan have accelerated the repayment of the Collateral Loan (but only until
such acceleration has been rescinded) in the manner provided in the Related Contracts;


 


(g)      such
Collateral Loan is a Participation Interest (until it is elevated or converted to an assigned loan) with respect to which the related
Selling Institution has defaulted in any material respect in the performance of any of its payment obligations under the Participation
Interest;


 


(h)      such
Collateral Loan is a Participation Interest (until it is elevated or converted to an assigned loan) in a loan that would, if such loan
were a Collateral Loan, constitute a “Defaulted Loan” (other than under this clause (h)) or with respect to which the Selling
Institution has an S&P Rating of lower than “CCC-” or “D” or “SD” or had such rating immediately
before such rating was withdrawn by S&P;


 


(i)       the
Borrower or the Services Provider (in accordance with the Servicing Standard) has otherwise declared such Collateral Loan to be a “Defaulted
Loan”; or


 






    -26-


     


    

 


(j)       such Collateral Loan has been placed on non-accrual status by the Services Provider;


 


provided that Current Pay Obligations (or portions
thereof, as applicable) in excess of 10.0% of Total Capitalization shall be deemed to be Defaulted Loans as set forth in the proviso in
the definition of “Current Pay Obligation”.


 


“Defaulting Lender”
means a Lender that has at any time (i) failed to fund all or any portion of its Loans when and as required hereunder (other than failures
to fund (a) solely as a result of a bona fide dispute as to whether the conditions to borrowing were satisfied on the relevant Borrowing
Date, but only for such time as such Lender is continuing to engage in good faith discussions regarding the determination or resolution
of such dispute, and such Lender has notified the Administrative Agent in writing of its intention not to fund and has specifically identified
such condition precedent to funding that was not satisfied, or (b) solely as a result of a failure to disburse due to an administrative
error or omission by such Lender, and such failure is cured within five Business Days after such Lender receives written notice or has
actual knowledge of such administrative error or omission), (ii) has notified the Borrower and the Administrative Agent in writing, or
has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this
Agreement (unless such writing or public statement indicates that such position is based on such Lender’s dispute as to the satisfaction
of any condition precedent pursuant to the foregoing clause (a)) or generally under other agreements under which it shall have committed
to extend credit or (iii) has (or has a parent company) become or is insolvent or has become the subject of a bankruptcy or insolvency
proceeding or become the subject of a Bail-in Action, or has had a receiver, conservator, trustee or custodian appointed for it, or has
taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.


 


“Delaware LLC”
means any limited liability company organized or formed under the laws of the State of Delaware.


 


“Delaware LLC Division”
means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability
Company Act.


 


“Delayed Funding Loan”
means a Collateral Loan pursuant to which one or more future advances will be required to be made to the Obligor thereunder but which
does not permit any such advance that has been made to be reborrowed once repaid by the Obligor; provided that such loan shall
only be considered to be a Delayed Funding Loan to the extent of the unfunded commitment and only for so long as any future funding obligations
remain in effect.


 






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“DIP Loan”
means any interest in a loan or financing facility with an S&P Rating (i) which is an obligation of either a debtor-in-possession
as described in Section 1107 of the Bankruptcy Code or a trustee (if appointment of such trustee has been ordered pursuant to Section
1104 of the Bankruptcy Code) (in either case, a “Debtor”) organized under the laws of the United States or any State
therein; (ii) which is paying interest on a current basis; and (iii) the terms of which have been approved by an order of the United States
Bankruptcy Court, the United States District Court, or any other court of competent jurisdiction, the enforceability of which order is
not subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) and
which order provides that (a) such DIP Loan is secured by liens on the Debtor’s otherwise unencumbered assets pursuant to Section
364(c)(2) of the Bankruptcy Code; (b) such DIP Loan is secured by liens of equal or senior priority on property of the Debtor’s
estate that is otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code; (c) such DIP Loan is secured by junior liens
on the Debtor’s encumbered assets and such DIP Loan is fully secured based upon a current valuation or appraisal report; or (d)
if the DIP Loan or any portion thereof is unsecured, the repayment of such DIP Loan retains priority over all other administrative expenses
pursuant to Section 364(c)(1) of the Bankruptcy Code.


 


“Discount Loan”
means any Collateral Loan that is acquired by the Borrower for a purchase price paid by the Borrower to the seller of such Collateral
Loan of less than 95% of the principal balance of such Collateral Loan.


 


“Distribution”
means any payment of principal or interest or any dividend or premium payment made on, or any other distribution in respect of, a Collateral
Loan or other security.


 


“Diversity Score”
means a single number that indicates collateral concentration in terms of both issuer and industry concentration, calculated as set forth
on Schedule C hereto.


 


“Document Checklist”
means, for any Collateral Loan, an electronic or hard copy list, substantially in the form attached hereto as Exhibit J delivered
by the Borrower (or the Services Provider on behalf of the Borrower) to the Document Custodian (with a copy to the Collateral Agent) that
identifies the Collateral Loan, the applicable Obligor and each of the Related Contracts that shall be delivered to the Document Custodian
by the Borrower, and whether each such document is an original or a copy.


 


“Document Custodian”
means Cortland Capital Market Services LLC, in its capacity as document custodian under this Agreement, and its successors in such capacity.


 


“Document Custodian
Fee” means the fee payable to the Document Custodian in arrears on each Quarterly Payment Date in an amount specified in the
Document Custodian Fee Letter.


 


“Document Custodian
Fee Letter” means the fee letter dates as of the date hereof, between the Borrower and the Document Custodian, as amended, restated,
supplemented or otherwise modified from time to time.


 


“Document Custodian
Office” has the meaning assigned to such term in Section 14.1(b).


 


“Dollars”
and “$” mean lawful money of the United States of America.


 


“Domicile”
or “Domiciled” means, with respect to any Obligor with respect to a Collateral Loan, its country of organization or
incorporation.


 






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“Downgraded Lender”
means a Revolving Lender that fails to be an Approved Lender in accordance with the terms of such definition.


 


“Due Date”
means each date on which a Distribution is due on a Collateral Loan.


 


“Due Period”
means, with respect to any Quarterly Payment Date, the period commencing on the day following the last day of the immediately preceding
Due Period (or, in the case of the initial Due Period, the period commencing on the Closing Date) and ending on (and including) the Calculation
Date immediately preceding such Quarterly Payment Date (or, in the case of the Due Period that is applicable to the Quarterly Payment
Date occurring on the Stated Maturity, ending on the day preceding such Quarterly Payment Date).


 


“Early
Opt-in Election” means, if the then-current Benchmark is LIBOR, the occurrence of: (1) a notification by the Administrative Agent
to each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated or bilateral credit facilities
at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other
rate based upon SOFR) as a benchmark rate (and such credit facilities are identified in such notice and are publicly available for review),
and (2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


“EBA” means
the European Banking Authority (including any successor or replacement organization thereto).


 


“EBITDA”
means earnings before interest, taxes, depreciation and amortization (determined, for any Collateral Loan, in the manner provided in the
Related Contracts) and in any case that “EBITDA,” “Adjusted EBITDA” or such comparable definition is not defined
in such Related Contracts, an amount, for the principal Obligor on such Collateral Loan and any of its parents or Subsidiaries that are
obligated pursuant to the Related Contracts for such Collateral Loan (determined on a consolidated basis without duplication in accordance
with GAAP) equal to net income from continuing operations for such period plus (a) cash interest expense, (b) income taxes, (c)
depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations for such period),
(d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs), to the extent not
otherwise included in clause (c) above, other noncash charges and organization costs, (e) extraordinary losses in accordance with GAAP,
and (f) any other item the Borrower and the Administrative Agent mutually deem to be appropriate.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of a Resolution
Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a)
or (b) of this definition and is subject to consolidated supervision with its parent;


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 






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“EIOPA” means
the European Insurance and Occupational Pensions Authority (including any successor or replacement organization thereto).


 


“Eligibility Criteria”
means, as of (i) the date of each acquisition, repurchase or substitution of a debt obligation and (ii) each applicable Borrowing Date,
criteria that will be satisfied if each of the following requirements is met:


 


(a)      each Concentration Limitation is satisfied immediately after giving effect to such acquisition, repurchase, substitution or applicable
Borrowing (or, if not satisfied immediately prior to such acquisition, repurchase, substitution or applicable Borrowing, compliance with
such Concentration Limitation is maintained or improved after giving effect to such acquisition, repurchase, substitution or applicable
Borrowing);


 


(b)      each
component of the Collateral Quality Test is satisfied immediately after giving effect to such acquisition, repurchase, substitution or
Borrowing (or, if not satisfied immediately prior to such acquisition, repurchase, substitution or applicable Borrowing, compliance with
the Collateral Quality Test is maintained or improved after giving effect to such acquisition, repurchase, substitution or applicable
Borrowing);


 


(c)      each Coverage Test is satisfied immediately after giving effect to such acquisition, repurchase, substitution or applicable Borrowing;


 


(d)     
in the case of a Borrowing, the Senior Advance Rate Test is satisfied immediately after giving effect to such Borrowing, or in
the case of an acquisition or substitution, either the Senior Advance Rate Test is satisfied immediately after giving effect to such acquisition
or substitution (or, if not satisfied immediately prior to such acquisition or substitution, compliance with the Senior Advance Rate Test
is maintained or improved after giving effect to such acquisition or substitution);


 


(e)      each
of the criteria in the definition of “Collateral Loan” is satisfied with respect to such acquisition of a debt obligation;
provided that, for the avoidance of doubt, for purposes of determining whether the Eligibility Criteria have been satisfied, such
criteria shall only be tested as of the date of such acquisition of such debt obligation and shall not be retested on any Borrowing Date
or the date of any repurchase or substitution with respect to assets not acquired on such date; and


 


(f)      
if an acquisition or substitution of a debt obligation occurs on such date of determination, as of such date, or, if not, as of
the most recent date preceding such date of determination on which an acquisition or substitution of a debt obligation occurred, the aggregate
outstanding principal amount of all debt obligations (including Collateral Loans) held by the Borrower (immediately following any acquisition
or substitution of any debt obligations on such date of determination) in respect of which the Retention Holder, either itself or through
related entities (including the Borrower), directly or indirectly, was involved or will be involved in negotiating the original agreement
which created the relevant debt obligation is greater than 50% of the aggregate outstanding principal amount of all debt obligations (including
Collateral Loans) then held by the Borrower.


 






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“Eligible Account Bank”
means, with respect to any specified account, a financial institution:


 


(a)           that
if such account is a fully segregated trust account with the trust department or corporate trust department of such financial institution,
has a long-term debt rating of at least “A” and a short-term debt rating of at least “A-1” by S&P (or at
least “A+” by S&P if such institution has no short-term rating); or


 


(b)           as
to which the Rating Condition is satisfied and the Borrower and the Majority Lenders have consented to such financial institution constituting
an “Eligible Account Bank” hereunder.


 


“Eligible Cov-Lite
Loan” means a Cov-Lite Loan that is a Senior Secured Loan.


 


“Eligible Investment
Required Ratings” means, in the case of each Eligible Investment, a short-term credit rating of at least “A-1” (or,
in the absence of a short-term credit rating, “AA-” or better) from S&P.


 


“Eligible Investments”
means any investment denominated in Dollars that, at the time it is delivered to the Collateral Agent (directly or through a financial
intermediary or bailee), is one or more of the following obligations or securities:


 


(i)           direct
Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed
by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are expressly
backed by the full faith and credit of the United States of America;


 


(ii)          demand
and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal funds sold by
any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or the debt obligations
of such depositary institution or trust company (or, in the case of the principal depositary institution in a holding company system,
the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing
for such investment have the Eligible Investment Required Ratings;


 


(iii)         non-extendable commercial paper or other short-term obligations with the Eligible Investment Required Ratings and that either bear
interest or are sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance;


 


(iv)         money
market funds domiciled outside of the United States which funds have, at all times, the highest Moody’s credit rating assignable
at such time and credit ratings of “AAA-mf” by S&P;


 






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(v)          any other investment similar to those described in clauses (i) through (iv) above which (a) has the Eligible Investment Required
Ratings at the time of such investment and (b) has been approved by the Majority Lenders; provided that the Rating Condition has been
satisfied with respect to any such investment;


 


and, in the case of (i) through (iii) and (v)
above, with a stated maturity (after giving effect to any applicable grace period) no later than the Business Day immediately preceding
the Quarterly Payment Date next following the Interest Period in which the date of investment occurs (unless such Eligible Investments
are issued by the Collateral Agent in its capacity as a banking institution, in which event such Eligible Investments may mature on such
Quarterly Payment Date); provided that none of the foregoing obligations or securities shall constitute Eligible Investments if
(a) such obligation or security has an “f”, “r”, “p”, “pi”, “q” or “t”
subscript assigned by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not
principal payments, (c) such obligation or security is subject to any withholding tax (other than withholding taxes imposed under FATCA)
unless the issuer of the security is required to make “gross-up” payments or pay “additional amounts” in respect
of, or otherwise compensate the holder of such security for, the full amount of such withholding tax for any reason, (d) such obligation
or security is secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the principal or
face amount thereof, (f) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or
other similar action or (g) in the Borrower’s or the Services Provider’s judgment, such obligation or security is subject
to material non-credit related risks. Eligible Investments may include, without limitation, those investments for which an Agent or an
affiliate of an Agent provides services. Any investment, which otherwise qualifies as an Eligible Investment, may (1) be made by the
Collateral Agent or any of its Affiliates and (2) be made in securities of any entity for which the Collateral Agent or any of its Affiliates
receives compensation or serves as offeror, distributor, investment adviser or other service provider.


 


“Eligible Loan Index”
means, with respect to each Collateral Loan, one of the following indices as selected by the Borrower or the Services Provider upon the
acquisition of such Collateral Loan: the Credit Suisse Leveraged Loan Indices, the Deutsche Bank Leveraged Loan Index, the Goldman Sachs/Loan
Pricing Corporation Liquid Leveraged Loan Index, the Banc of America Securities Leveraged Loan Index, the S&P/LSTA Leveraged Loan
Indices or any other nationally recognized loan index subject to the consent of the Majority Lenders with written notice thereof to be
provided to S&P (collectively, the “Approved Indices”); provided that the Borrower or the Services Provider
may change the index applicable to a Collateral Loan to another of the Approved Indices at any time following the acquisition thereof
after giving notice to the Administrative Agent and the Collateral Agent.


 


“Eligible Obligor”
means any Obligor that (i) is a Person (other than a natural person) that is Domiciled in the United States (or any state thereof) or
an Approved Foreign Jurisdiction, (ii) is not Affiliated with the Parent or the Services Provider and (iii) is not in a Prohibited Industry.


 


“Environmental Claim”
means, with respect to any Person, any written notice, claim, demand or similar communication by any other Person having jurisdiction
alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damage, property damages,
personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or release into the environment, of
any Hazardous Substances at any location, whether or not owned by such Person or (ii) circumstances forming the basis of any violation,
of any applicable Environmental Law, in each case as to which there is a reasonable likelihood of an adverse determination with respect
thereto and which, if adversely determined, would have a Material Adverse Effect.


 






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“Environmental Laws”
means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders,
decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating
to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants,
Hazardous Substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants,
contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.


 


“Equity Interests”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and
any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.


 


“Equity Security”
means any equity security or any other security or loan that is not eligible for acquisition by the Borrower as a Collateral Loan and
any security acquired by the Borrower as part of a “unit” with a Collateral Loan and which itself is not eligible for acquisition
by the Borrower as a Collateral Loan.


 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.


 


“ERISA Group”
means each controlled group of corporations or trades or businesses (whether or not incorporated) under common control that is treated
as a single employer under Section 414(b) or (c) or, for the purposes of Section 412 of the Code and Section 302 of ERISA, (m) or (o)
of the Code, with the Borrower.


 


“Erroneous
Payment” has the meaning assigned to it in Section 7.9.


 


“Erroneous
Payment Notice” has the meaning assigned to it in Section 7.9.


 


“Erroneous
Payment Impacted Class” has the meaning assigned to it in Section 7.9.


 


“Erroneous
Payment Return Deficiency” has the meaning assigned to it in Section 7.9.


 


“Erroneous
Payment Subrogation Rights” has the meaning assigned to it in Section 7.9. 


 






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“ESMA” means
the European Securities and Markets Authority (including any successor or replacement organization thereto).


 


“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in
effect from time to time.


 


“EU Retention Requirements”
means Article 6 of the Securitisation Regulation (together with any delegated regulations of the European Commission, applicable guidelines
published by any of the European Supervisory Authorities (jointly or individually), regulatory technical standards, or implementing technical
standards made thereunder, together with Chapters I, II and III and Article 22 of Delegated Regulation (EU) No 625/2014 where such provisions
are applicable pursuant to the transitional provisions in Article 43(7) of the Securitisation Regulation).


 


“Eurodollar Rate Loans”
means Loans accruing interest at an Applicable Rate based upon the London Interbank Offered Rate.


 


“European Supervisory
Authorities” means, together, the EBA, the ESMA and the EIOPA.


 


“Event of Default”
has the meaning set forth in Section 6.1.


 


“Excess Reserve Amount”
means, on any date, the excess (if any) of:


 


(a)           the amount standing to the credit of the Future Funding Reserve Account on such date; over


 


(b)           (i) the aggregate Unfunded Amount on such date minus (ii) if such date is prior to the end of the Commitment Period, the
excess (if any) of (x) the Total Revolving Commitment on such date over (y) the aggregate principal amount of the Revolving Loans outstanding
on such date.


 


“Excluded Liability”
means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation,
any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to each Lender and the Administrative Agent or required to be withheld or
deducted from a payment to such Person, (i) Taxes imposed on or measured by its net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case (A) imposed as a result of any Lender or the Administrative Agent (as the case may be) being organized
under the laws of, or having its principal office or, in the case of each Lender, its applicable lending office located in, the jurisdiction
imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of each Lender, withholding
Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan pursuant to a law
in effect on the date on which (y) such Lender acquires such interest in the Loan or (z) such Lender changes its lending office, except
in each case to the extent that, pursuant to Section 11.4, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii)
Taxes attributable to such Lender or the Administrative Agent’s failure to comply with Section 11.4(d) and (iv) any amounts
withheld pursuant to FATCA.


 






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“Exposure Amount”
as of any date means, with respect to any Revolving Collateral Loan or Delayed Funding Loan, the excess of (a) the Borrower’s maximum
funding commitment thereunder over (b) the Principal Balance of such Revolving Collateral Loan or Delayed Funding Loan. For the avoidance
of doubt, Exposure Amounts in respect of a Defaulted Loan shall be included in the calculation of the Exposure Amount if the Borrower
is at such time subject to contractual funding obligations with respect to such Defaulted Loan and such obligation has not ceased to be
enforceable under the U.S. Bankruptcy Code.


 


“FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.


 


“Federal Funds Rate”
means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of
the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the FRBNY on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published
on the next succeeding Business Day and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds
Rate for such day shall be the average (rounded upward, if necessary, to the next 1/100th of 1%) of the quotations for such day of such
transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Notwithstanding
the foregoing or any other provision of this Agreement, the rate calculated pursuant to this definition shall not be less than 0%.


 


“Federal Reserve Board”
means the Board of Governors of the Federal Reserve System as constituted from time to time.


 


“Fee Letter”
means the Fee Letter, dated as of August 2, 2019, between the Borrower and Société Générale, as amended from
time to time in accordance with the terms thereof.


 


“Fee Proceeds”
means all amounts in the Collection Account representing upfront, commitment, amendment and waiver, late payment (including compensation
for delayed settlement or trades), anniversary, annual, facility, prepayment, redemption, call premium or any other fees of any type
received by the Borrower in respect of any Collateral Loan and any excess, with respect to participation interests in Collateral Loans
which have been sold by the Borrower, of the interest paid by the applicable Obligor in respect of the portion of such Collateral Loan
that is the subject of such participation interest over the amount of interest required to be paid by the Borrower to the purchaser of
such participation interest pursuant to the underlying participation agreement; provided that Fee Proceeds shall not include any
reimbursement of expenses payable by the Borrower to third parties, including legal fees, that may be received by the Borrower from any
Obligor or any fees received in connection with the reduction of principal of the related Collateral Loan. Fee Proceeds shall in all
cases constitute Interest Proceeds.


 






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“Final RTS”
means Delegated Regulation (EU) No. 625/2014 of 13 March 2014 supplementing the CRR.


 


“Financial Sponsor”
means any Person whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in
otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose
operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies
so owned by such Person.


 


“First Amendment Effective
Date” means November 22, 2019.


 


“First Lien/Last Out
Loan” means a loan that would be a Senior Secured Loan except that, following a default under the applicable Related Contract,
such Collateral Loan becomes fully subordinated to other senior secured loans of the same Obligor and is not entitled to any payments
until such other senior secured loans are paid in full.


 


“Fixed Rate Obligation”
means any Collateral Loan that bears a fixed rate of interest.


 


“Floating Rate Obligation”
means any Collateral Loan that bears a floating rate of interest.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to LIBOR.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender
that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.


 


“FRBNY” means
the Federal Reserve Bank of New York.


 


“Future Funding Reserve
Account” means the trust account established pursuant to Section 8.3(b).


 


“Future Funding Reserve
Loan” has the meaning set forth in Section 2.1.


 


“GAAP” means
generally accepted accounting principles in effect from time to time in the United States.


 


“Governmental Authority”
means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).


 






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“Grant” means
to grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against,
deposit, set over and confirm. A Grant of the Collateral, or of any other instrument, shall include all rights, powers and options (but
none of the obligations) of the granting party thereunder, including without limitation the immediate continuing right to claim for, collect,
receive and receipt for principal and interest payments in respect of the Collateral, and all other Moneys payable thereunder, to give
and receive notices and other communications, to give consents, waivers or make other agreements, to exercise all rights and options,
to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party
is or may be entitled to do or receive thereunder or with respect thereto.


 


“Group I Country”
means Australia, The Netherlands, New Zealand and the United Kingdom.


 


“Group II Country”
means Germany, Sweden and Switzerland.


 


“Group III Country”
means Austria, Belgium, Denmark, Finland, France, Luxembourg and Norway.


 


“Hazardous Substances”
means any toxic, radioactive, caustic or otherwise hazardous substance, identified as such as a matter of Environmental Law, including
petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the
foregoing characteristics.


 


“Increased Costs”
means any amounts due pursuant to Section 2.9 and/or Article XI.


 


“Incurrence Covenant”
means a covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to
a borrowing base, asset valuation or similar asset-based requirement) only upon the occurrence of certain actions of the borrower, including
a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.


 


“Indebtedness”
of any Person means, without duplication, (a) as shown on such Person’s balance sheet (if any) (i) all indebtedness of such Person
for borrowed money or for the deferred purchase price of property and (ii) all indebtedness of such Person evidenced by a note, bond,
debenture or similar instrument (whether or not disbursed in full), (b) the face amount of all letters of credit issued for the account
of such Person and, without duplication, all unreimbursed amounts drawn thereunder, (c) all Contingent Obligations of such Person, and
(d) all payment obligations of such Person under any interest rate protection agreement (including, without limitation, any interest rate
swaps, caps, floors, collars and similar agreements) and currency swaps and similar agreements which were not entered into specifically
in connection with Indebtedness set forth in clauses (a), (b) or (c) hereof.


 






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“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower
under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Indemnitee”
has the meaning set forth in Section 12.3(b).


 


“Initial Borrowing
Date” means the Business Day on which the initial Borrowing occurs.


 


“Initial
Commitment Fee Rate” means, for any date of determination, the then-applicable rate set forth below:


 


	Date	Initial Commitment Fee Rate
	From and including February 2, 2020  to but excluding March 2, 2020	0.66%
	From and including March 2, 2020  to but excluding April 2, 2020	0.64%
	From and including April 2, 2020  to but excluding May 2, 2020	0.64%
	From and including May 2, 2020  to but excluding June 2, 2020	0.64%
	From and including June 2, 2020  to but excluding July 2, 2020	0.67%
	From and including July 2, 2020  to but excluding August 2, 2020	0.69%
	From and including August 2, 2020  to but excluding September 2, 2020	0.86%
	From and including September 2, 2020  to but excluding October 2, 2020	0.89%
	From and including October 2, 2020  to but excluding November 2, 2020	0.89%
	From and including November 2, 2020  to but excluding December 2, 2020	0.89%
	From and including December 2, 2020  to but excluding January 2, 2021	0.92%
	From and including January 2, 2021  to but excluding February 2, 2021	0.94%
	From and including February 2, 2021  to but excluding March 2, 2021	0.97%
	From and including March 2, 2021  to but excluding April 2, 2021	1.00%
	From and including April 2, 2021  to but excluding May 2, 2021	1.00%
	From and including May 2, 2021  to but excluding June 2, 2021	1.00%
	From and including June 2, 2021  to but excluding July 2, 2021	1.00%
	From and including July 2, 2021  to but excluding August 2, 2021	1.00%


 






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“Initial Rating”
means the rating given to the Loans by S&P as of the Closing Date.


 


“Interest Coverage
Amount” means, at any time, without duplication, the sum of (a) the scheduled interest payments and scheduled fees due (in each
case regardless of whether the applicable payment date has yet occurred) on the Collateral Loans (excluding Defaulted Loans to the extent
set forth in the definition of “Interest Proceeds”) for the then-current Due Period; (b) amounts on deposit in the
Collection Account, including Eligible Investments, representing Interest Proceeds; (c) scheduled interest on Eligible Investments held
in the Collection Account, the Future Funding Reserve Account and the Closing Expense Account, in each case for the then-current Due Period;
and (d) all regularly scheduled amounts due and payable to the Borrower under Interest Hedge Agreements during the then-current Due Period.


 


“Interest Coverage
Ratio” means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing:


 


(a)           (i) the Interest Coverage Amount less (ii) all amounts payable on the related Quarterly Payment Date pursuant to clauses (A) through
(C) of Section 9.1(a)(i) by


 


(b)           the sum of all interest due on the Loans on the related Quarterly Payment Date.


 


“Interest Coverage
Ratio Test” means a test satisfied on any Measurement Date following the first Quarterly Payment Date if the Interest Coverage
Ratio is greater than or equal to 130.0% on such date.


 


“Interest Hedge Agreement”
means an interest rate protection agreement that may be entered into between the Borrower and an Interest Hedge Counterparty on or after
the Closing Date, for the sole purpose of hedging interest rate risk between the portfolio of Collateral Loans and the Loans, as amended
from time to time in accordance with the terms thereof, with respect to which the Rating Condition is satisfied.


 


“Interest Hedge Counterparty”
means a counterparty meeting, at the time of entry by the Borrower into an Interest Hedge Agreement, the then-current S&P criteria
for hedge counterparties (or, with respect to any counterparty not meeting such criteria at such time, any counterparty whose obligations
in respect of such Interest Hedge Agreement are absolutely and unconditionally guaranteed by an Affiliate of such counterparty meeting
the then-current S&P guarantee criteria at such time), together with any permitted assignee or successor (which meets the then-current
S&P criteria for hedge counterparties) under such Interest Hedge Agreement with respect to which the Rating Condition is satisfied.


 



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“Interest Period”
means, with respect to each Borrowing (a) the period from (and including) the date of such Borrowing to (and including) the following
Calculation Date and (b) each successive period from (but excluding) the prior Calculation Date to (and including) the following Calculation
Date until the principal of the Borrowing is repaid; provided that, (x) in the case of any Interest Period applicable to a prepayment
of the Loans pursuant to Section 2.7(c) or the Priority of Payments, such Interest Period shall end on (and include) the date
of such prepayment and (y) in the case of the Interest Period applicable to the Quarterly Payment Date occurring on the Stated Maturity,
such Interest Period shall end on (and include) such Quarterly Payment Date.


 


“Interest Proceeds”
means, with respect to any Pledged Collateral (including Cash), (a) any payments with respect thereto that are attributable to interest
or yield in accordance with the Related Contracts of such Pledged Collateral, (b) all Fee Proceeds, (c) any cash capital contributions
made to the Borrower that are to be treated as Interest Proceeds in accordance with Section 6.5 and (d) any amounts deposited in
the Collection Account from the Closing Expense Account in accordance with Section 8.3(e)) and (e) all funds on deposit in the
Interest Reserve Account. Interest Proceeds shall also include any amounts paid to the Borrower pursuant to an Interest Hedge Agreement
(other than termination payments). No amounts that are required by the terms of any participation agreement to be paid by the Borrower
to any Person to whom the Borrower has sold a participation interest shall constitute “Interest Proceeds” hereunder. Any amounts
received in respect of any Defaulted Loan will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all Collections
in respect of such Defaulted Loan since it became a Defaulted Loan equals the Principal Balance of such Collateral Loan at the time it
became a Defaulted Loan; thereafter, any such amounts will constitute Interest Proceeds. Any amounts received in respect of any Equity
Security will constitute Principal Proceeds (and not Interest Proceeds).


 


“Interest Reserve Account”
means the account established pursuant to Section 8.3(c).


 


“Interpolated Rate”
means (a) for any Interest Period equal to three months, three month LIBOR as calculated in accordance with the definition of “LIBOR”
and (b) for any Interest Period of less than or greater than three months, the rate determined through the use of straight-line interpolation
by reference to two rates calculated in accordance with the definition of “LIBOR”, one of which shall be determined as if
the maturity of the Dollar deposits referred to therein were the period of time for which rates are available next shorter than the Interest
Period and the other of which shall be determined as if such maturity were the period of time for which rates are available next longer
than the Interest Period; provided that if an Interest Period is less than or equal to seven days, then LIBOR shall be determined
by reference to a rate calculated in accordance with the definition of “LIBOR” as if the maturity of the Dollar deposits
referred to therein were a period of time equal to seven days.


 


“Investment Advisers
Act” means the Investment Advisers Act of 1940, as amended.


 


“Investment Company
Act” means the Investment Company Act of 1940, as amended.


 






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“Investment Criteria
Adjusted Balance” means, with respect to any Collateral Loan, the Principal Balance of such Collateral Loan; provided
that for all purposes the Investment Criteria Adjusted Balance of any Discount Loan shall be the purchase price of such Discount Loan
(after adding the amount of any subsequent borrowings and subtracting the amount of any subsequent repayments thereof).


 


“IRS” means
the U.S. Internal Revenue Service.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor
thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from
time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Laws” means,
collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority
charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force
of law.


 


“Lender”
means each Person that is listed as a “Lender” on the signature pages hereto, any Person that shall have become a party hereto
pursuant to an Assignment and Assumption in respect of the Loans and, in each case, their respective successors, in each case other than
any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption in respect of the Loans.


 


“Lender Collateral
Account” means the trust account established pursuant to Section 8.3(d).


 


“Lender Collateral
Subaccount” has the meaning set forth in Section 8.3(d)(ii).


 


“LIBOR Business Day”
means any day except a Saturday, a Sunday or a day on which commercial banks in London or New York City are authorized or required by
law to close.


 


“Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of arrangement
that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, any Person
shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under
any conditional sale agreement, capital lease or other title retention agreement relating to such asset.


 


“Liquidity Facility”
means, with respect to any Loan by any CP Lender, a liquidity asset purchase agreement, swap transaction or other facility that provides
liquidity for Commercial Paper Notes, and any guaranty of any such agreement or facility.


 






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“Liquidity Funding”
means, with respect to any Loan by any CP Lender, at any time, funding by a CP Lender of all or a portion of the outstanding principal
amount of such Loan with funds provided under a Liquidity Facility.


 


“Liquidity Funding
Period” means, with respect to any Loan by any CP Lender, a period of time during which all or a portion of the outstanding
principal amount of such Loan is funded through a Liquidity Funding.


 


“Liquidity Funding
Rate” means with respect to any Liquidity Funding under a Liquidity Facility for any period, the per annum rate of interest
equal to the rate of interest provided for in the relevant Liquidity Facility at such time.


 


“Loan Assignment Agreement”
has the meaning assigned to such term in Section 8.1(d).


 


“Loan Documents”
means this Agreement, the Account Control Agreement, the Corporate Services Agreement, the Notes, the Interest Hedge Agreements (if any),
the Sale and Contribution Agreement, the Collateral Agent Fee Letter, the Document Custodian Fee Letter and the Retention Letter.


 


“Loans” means
a Revolving Loan or a Term Loan.


 


“London Interbank Offered
Rate” or “LIBOR” means, with respect to any Interest Period, the greater of (a) zero and (b) the Interpolated
Rate (expressed as a percentage per annum rounded upwards to the nearest one hundredth (1/100) of one percent (1%)) for deposits in Dollars
for the appropriate periods that appear on Reuters Page LIBOR01 (or on any successor or substitute page or service providing quotations
of interest rates applicable to dollar deposits in the London interbank market comparable to those currently provided on such page, as
determined by the Administrative Agent from time to time) as reported by Bloomberg Financial Markets Commodities News as of 11:00 a.m.,
London time, two LIBOR Business Days before the first day of such Interest Period. If such rates do not appear on Reuters Page LIBOR01
(or on any such successor or substitute page or service referred to above) as of 11:00 a.m., London time, two LIBOR Business Days before
the first day of such Interest Period, the Administrative Agent will request the principal London office of any four (4) major reference
banks in the London interbank market selected by the Administrative Agent to provide such bank’s offered quotation (expressed as
a percentage per annum rounded upwards to the nearest one hundredth (1/100) of one percent (1%)) to prime banks in the London interbank
market for deposits in Dollars for the appropriate periods as of 11:00 a.m., London time, on such date for amounts comparable to the then
outstanding principal amount of the applicable Loan (if available). If at least two such offered quotations are so provided, LIBOR will
be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Administrative Agent will request any
three (3) major banks in New York City selected by the Administrative Agent to provide such bank’s rate (expressed as a percentage
per annum rounded upwards to the nearest one hundredth (1/100) of one percent (1%)) for loans in Dollars to leading European banks for
the appropriate periods as of approximately 11:00 a.m., New York City time, on the date which is two LIBOR Business Days before the first
day of such Interest Period for amounts comparable to the then outstanding principal amount of the applicable Loan (if available). If
at least two such rates are so provided, the London Interbank Offered Rate will be the arithmetic mean of such rates. If fewer than two
rates are so provided, then the London Interbank Offered Rate will be the rate provided. If no such rate is provided, the London Interbank
Offered Rate for such Interest Period will be the London Interbank Offered Rate in effect for the prior Interest Period.


 






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“Long Dated Loan”
means as of any date of determination, any Loan with a stated maturity after the Stated Maturity.


 


“Maintenance Covenant”
means a covenant by any borrower to comply with one or more financial covenants (including, without limitation, any covenant relating
to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, whether or not such borrower has
taken any specified action.


 


“Majority Lenders”
means the Lender or Lenders holding, collectively, more than 50% of the aggregate Undrawn Commitments and aggregate principal amount
of all of the Loans outstanding at such time; provided that for purposes of making any determination of Majority Lenders, the
Undrawn Commitment of, and the portion of the Loans held or deemed held by, any Defaulting Lender shall be excluded; provided
further that at any time when two or more Lenders are party to this Agreement, at least two Lenders shall be required to constitute “Majority
Lenders”.


 


“Majority Revolving
Lenders” means the Revolving Lender or Revolving Lenders holding, collectively, more than 50% of the aggregate Undrawn Commitments
and aggregate principal amount of all of the Revolving Loans outstanding at such time; provided that for purposes of making any
determination of Majority Revolving Lenders, the Undrawn Commitment of, and the portion of the Revolving Loans held or deemed held by,
any Defaulting Lender shall be excluded; provided further that at any time when two or more Revolving Lenders are party to this
Agreement, at least two Revolving Lenders shall be required to constitute “Majority Revolving Lenders”.


 


“Margin Stock”
shall have the meaning provided such term in Regulation U.


 


“Market Value”
means, as of any date of determination, with respect to any loans or other assets, the amount (determined by the Borrower, or the Services
Provider in accordance with the Servicing Standard) equal to the product of the outstanding principal amount thereof and the price determined
in the following manner:


 


(a)           the bid-side quote determined by any of (i) Loan Pricing Corporation, LoanX Inc., MarkIt Partners, Mergent, Inc. or IDC or (ii)
subject to satisfaction of the Rating Condition, any other nationally recognized loan pricing service selected by the Borrower or the
Services Provider with notice to the Lenders; provided that the Majority Lenders may object to the selection of any loan pricing service
selected pursuant to the immediately preceding clause (ii) within five Business Days after receipt of such notice;


 


(b)           if such quote described in clause (a) is not available,


 


(i)             the average of the bid-side quotes determined by three independent SEC-registered broker-dealers active in the trading of such
asset;


 






    -43-


     


    

 


(ii)            if only two such
bids can be obtained, the lower of the bid-side quotes of such two bids; or


 


(iii)           if only one such bid can be obtained, such bid;


 


provided that
a bid provided pursuant to this clause (b) shall not be from any of the Borrower, the Services Provider or any Affiliate of any thereof;
or


 


(c)          
if the Market Value of an asset cannot be determined in accordance with clause (a) or (b) above, then the Market Value shall be
the Appraised Value; provided that (i) the Appraised Value of such Collateral Loan has been obtained or updated within the immediately
preceding four months, (ii) if the Appraised Value of a Collateral Loan is determined pursuant to clause (B) of the definition of “Appraised
Value”, the Market Value of such Collateral Loan shall not exceed the aggregate principal amount thereof (or the portion thereof
held by the Borrower) and (iii) if the Appraised Value has been requested but has not yet been received, for assets representing an aggregate
of up to 5.0% of the Total Capitalization, the Market Value determined by the Services Provider (according to its own internal marking
procedure) exercising reasonable commercial judgment in accordance with the Servicing Standard, consistent with the manner in which it
would determine the market value of an asset for purposes of other funds or accounts managed by it; provided that the Market Value
of any such asset may not be determined in accordance with this subclause (iii) for more than 45 days; provided further that,
for the avoidance of doubt, the Services Provider may, but shall not be required to, obtain an Appraised Value for any Collateral Loan;


 


(d)           if such
quote or bid described in clause (a), (b) or (c) is not available, then the Market Value of such Collateral Loan shall be the lower of
(i) the Principal Balance of such Collateral Loan multiplied by the applicable S&P Recovery Rate for such Collateral Loan
and (ii) if any, the Market Value determined by the Borrower or the Services Provider (according to its own internal marking procedure)
exercising reasonable commercial judgment in accordance with the Servicing Standard, consistent with the manner in which it would determine
the market value of an asset for purposes of other funds or accounts managed by it; provided that if the Services Provider is not a registered
investment adviser under the Investment Advisers Act, the Market Value of any such asset may not be determined in accordance with this
clause (d) for more than 45 days; or


 


(e)           if the Market Value of an asset cannot be determined in accordance with clause (a), (b), (c) or (d) above, then the Market Value shall
be deemed to be zero until such determination is made in accordance with clause (a), (b), (c) or (d) above.


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, assets, financial condition or results of operations of the Borrower or the Services
Provider (taken as a whole), (b) the ability of the Borrower, the Services Provider or the Retention Holder to perform its obligations
under the Loan Documents or (c) the rights, interests, remedies or benefits (taken as a whole) available to the Lenders or the Agents
under the Loan Documents.


 






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“Material Change”:
An event that occurs with respect to a Collateral Loan upon the occurrence of any of the following (a) non-payment of interest or principal,
(b) the rescheduling of any interest or principal, (c) any covenant breach, (d) any restructuring of debt with respect to the Obligor
of such Collateral Loan, (e) the addition of payment in kind terms, change in maturity date or any change in coupon rates and (f) the
occurrence of the significant sale or acquisition of assets by the Obligor.


 


“Maximum Principal
Balance” means, as of any date of determination and with respect to all or any specified portion of the Collateral Loans, the
sum of (a) the Principal Balance of such Collateral Loans as of such date and (b) in the case of any such Collateral Loans that are Revolving
Collateral Loans or Delayed Funding Loans, the Exposure Amounts thereof.


 


“Maximum Weighted Average
Life Test” is a test satisfied on any Measurement Date if the Weighted Average Life of all Collateral Loans as of such date
is less than or equal to 6.5 years minus (b) the number of years (rounded to the nearest quarter) that have elapsed since the Closing
Date.


 


“Measurement Date”
means each Calculation Date, each day Collateral Loans are acquired or sold, each Collateral Report Determination Date and each day pursuant
to the request of the Majority Lenders or S&P; provided that if any such date is not a Business Day, such Measurement Date shall be
the next succeeding Business Day.


 


“Minimum Diversity
Score Test” means a test that will be satisfied on any Measurement Date if the Diversity Score (calculated as a single number
in accordance with standard diversity scoring methodology using S&P Industry Classifications) equals or exceeds 14.


 


“Minimum Weighted Average
Coupon Test” means a test that will be satisfied on any Measurement Date if the Weighted Average Coupon equals or exceeds 7.0%.


 


“Minimum Weighted Average
S&P Recovery Rate Test” means the test that will be satisfied on any Measurement Date if the Weighted Average S&P Recovery
Rate for the Collateral Loans equals or exceeds the S&P CDO Monitor Recovery Rate.


 


“Minimum Weighted Average
Spread Test” means a test that will be satisfied on any Measurement Date if the Weighted Average Spread equals or exceeds the
S&P Minimum Floating Spread.


 


“Money” shall
have the meaning specified in Section 1-201(24) of the UCC.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Multiemployer Plan”
means at any time a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which the Borrower or a member
of its ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.


 






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“Note” means
each promissory note, if any, issued by the Borrower to a Lender in accordance with the provisions of this Agreement, substantially in
the form set forth on Exhibit A hereto, as the same may from time to time be amended, supplemented, waived or modified.


 


“Obligations”
means all obligations, liabilities and Indebtedness of every nature of the Borrower, from time to time owing to the Agents, the Interest
Hedge Counterparties, the Lenders and the other Secured Parties under or in connection with this Agreement and the other Loan Documents,
including, without limitation, (a) the unpaid principal amount of, and interest on (including interest which, but for the commencement
of an insolvency, reorganization or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar case
or proceeding with respect to the Borrower or with respect to any of its assets, would have accrued on any Obligation, whether or not
a claim is allowed against the Borrower for such interest in any such case or proceeding), all Loans then outstanding, and (b) all fees,
expenses, indemnity payments and other amounts owed to any Secured Party pursuant to this Agreement and the other Loan Documents, in each
case, whether or not then due and payable, including Erroneous Payment Subrogation
Rights.


 


“Obligor”
means, with respect to a Collateral Loan, any Person who is obligated to repay such Collateral Loan (including, if applicable, a guarantor
thereof), or any Person whose assets are relied upon by the Borrower at the time such Collateral Loan was acquired by the Borrower as
the source of repayment of such Collateral Loan.


 


“OFAC” has
the meaning set forth in Section 4.23.


 


“Offer” means
with respect to any loan or security, any offer by the obligor or issuer of such loan or security or by any other Person made to all of
the holders of such loan or security to purchase or otherwise acquire such loan or security (other than pursuant to any redemption in
accordance with the terms of the applicable Related Contracts) or to convert or exchange such loan or security into or for Cash, securities
or any other type of consideration.


 


“Other Connection Taxes”
means, with respect to any Lender or the Administrative Agent, Taxes imposed as a result of a present or former connection between such
Lender or the Administrative Agent and the jurisdiction imposing such Tax (other than connections arising from such Lender or the Administrative
Agent having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a
security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in
any Loan or Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 11.5).


 






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“Overcollateralization
Ratio” means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing:


 


(a)           the sum of (i) the Principal Collateralization Amount as of such date plus (ii) the Portfolio Exposure Amount (excluding
any Unsettled Amounts to the extent already included in the amount in clause (i)) for all Collateral Loans as of such date; by


 


(b)           the sum
of (i) the aggregate outstanding principal amount of the Loans as of such date plus (ii) the Portfolio Exposure Amount for all
Collateral Loans as of such date.


 


“Overcollateralization
Ratio Test” means a test satisfied on any Measurement Date if the Overcollateralization Ratio equals or exceeds 159.09%.


 


“Parent”
means Owl Rock Capital Corporation, a Maryland corporation.


 


“Participant”
has the meaning set forth in Section 12.6(b)(i).


 


“Participant Register”
has the meaning set forth in Section 12.6(b)(ii).


 


“Participation Interest”
means a participation interest in a loan that, at the time of acquisition, or the Borrower’s commitment to acquire the same, satisfies
each of the following criteria: (i) such participation interest would constitute a Collateral Loan were it acquired directly, (ii) the
Selling Institution is a lender in respect of such loan, (iii) the aggregate participation interest in such loan granted by such Selling
Institution to any one or more participants does not exceed the principal amount or commitment with respect to which the Selling Institution
is a lender under such loan, (iv) such participation interest does not grant, in the aggregate, to the participant in such participation
interest a greater interest than the Selling Institution holds in the loan or commitment that is the subject of the participation interest,
(v) except to the extent that such participation is a contribution to equity by the Seller to the Borrower, the entire purchase price
for such participation interest is paid in full at the time of the Borrower’s acquisition thereof (or, in the case of a participation
interest in a Revolving Collateral Loan or a Delayed Funding Loan, at the time of the funding of such Revolving Collateral Loan or Delayed
Funding Loan, as applicable), (vi) the participation interest provides the participant all of the economic benefit and risk of the whole
or part of the loan or commitment that is the subject of the participation interest and (vii) such participation interest is documented
under a Loan Syndications and Trading Association, Loan Market Association or similar agreement standard for loan participation transactions
among institutional market participants or the Sale and Contribution Agreement. For the avoidance of doubt, a Participation Interest shall
not include a sub-participation interest in any loan.


 


“PATRIOT Act”
means the “Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001” (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“Payment Account”
means the payment account established pursuant to Section 8.3(a).


 


“Payment Date Report”
has the meaning set forth in Section 9.1(c).


 






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“Payment
Recipient” has the meaning set forth in Section 7.9.


 


“Percentage Share”
means, when used:


 


(a)           with
respect to a Revolving Lender’s obligation to make Revolving Loans and right to receive payments of interest, fees, principal and
other amounts with respect thereto, the percentage obtained by dividing (i) such Revolving Lender’s Revolving Commitment by (ii)
the Total Revolving Commitment; provided that, if the Total Revolving Commitment has been reduced to zero, the numerator shall be the
aggregate unpaid principal amount of such Revolving Lender’s Revolving Loans and the denominator shall be the aggregate unpaid
principal amount of all Revolving Loans;


 


(b)           with
respect to a Term Lender’s obligation to make Term Loans and right to receive payments of interest, fees, principal and other amounts
with respect thereto, the percentage obtained by dividing (i) such Term Lender’s Term Commitment by (ii) the Total Term Commitment;
provided that, if the Total Term Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of
such Term Lender’s Term Loans and the denominator shall be the aggregate unpaid principal amount of all Term Loans; and


 


(c)           with respect to any other matters, for any Lender, the percentage obtained by dividing (i) the sum of such Lender’s Undrawn
Commitments plus the aggregate outstanding principal amount of Loans held by such Lender at such time by (ii) the sum of all Lenders’
Undrawn Commitments plus the aggregate outstanding principal amount of all Loans at such time.


 


“Permitted Distribution”
means any of the following:


 


(a)           a distribution made pursuant to Sections 6.4 or 9.1; or


 


(b)           a distribution
to the Parent from the proceeds of the sale of Collateral Loans in connection with a Permitted Securitization, so long as (x) after giving
effect to such distribution and to any related prepayment of Loans from the proceeds of such sale pursuant to Section 2.7(h),
(i) no Event of Default or Default is in effect or would result from such distribution and any related prepayment of Loans and (ii) the
Senior Advance Rate Test, each Collateral Quality Test, the Concentration Limitations, the requirements of Section 5.37 and the
Coverage Tests are satisfied, (y) the Administrative Agent has confirmed in writing to the Borrower that it is reasonably satisfied that
the requirements set forth in clause (x) hereof are satisfied, and (z) the Borrower gives at least two Business Days’ notice concerning
such distribution to the Agents and S&P (which notice shall contain a certificate of an Authorized Officer of the Borrower certifying
as to the satisfaction of the requirements set forth in sub-clause (x) above with respect to such distribution).


 






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“Permitted Liens”
means (a) Liens for Taxes, assessments or charges if such Taxes, assessments or charges shall not at the time be due and payable or if
the Borrower shall currently be contesting amount or the validity thereof in good faith by appropriate proceedings and with respect to
which reserves in accordance with GAAP have been provided on the books of the Borrower, and no enforcement, collection, execution, levy
or foreclosure proceeding shall have been commenced with respect to such Liens, (b) Liens granted pursuant to or by the Loan Documents,
(c) Liens in favor of the Borrower created pursuant to Sale and Contribution Agreement and assigned to the Collateral Agent for the benefit
of the Secured Parties pursuant to this Agreement, (d) the restrictions on transferability imposed by the Related Contracts (but only
to the extent relating to customary procedural requirements and agent and Obligor consents (except where the Services Provider or any
of its Affiliates is the agent) expected to be obtained in due course and provided that any Obligor consents will be obtained
prior to the delivery of the related Collateral hereunder pursuant to Section 8.7), (e) the restrictions on transferability imposed
by any shareholder agreements in respect of Equity Securities acquired in connection with the restructuring of a Collateral Loan or the
exercise of remedies with respect thereto, (f) with respect to agented Collateral Loans, Liens in favor of the lead agent, the collateral
agent or the paying agent for the benefit of all holders of indebtedness of such Obligor under the related Collateral Loan, (g) materialman’s,
warehouseman’s, mechanics’ and other Liens arising by operation of law in the ordinary course of business if such sums shall
not at the time be due and payable or if the appropriate person shall currently be contesting the validity thereof in good faith and
no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced with respect to such Liens, (h) Liens
in favor of the Custodian or Securities Intermediary to secure amounts owing to it pursuant to the Account Control Agreement and (i)
with respect to any Collateral Loans, Liens on the underlying collateral for such Collateral Loans.


 


“Permitted Parent Distribution”
means a distribution by the Borrower to the Parent from the proceeds of Borrowings hereunder or other funds in the Collection Account
that satisfies all of the following conditions: (x) such distribution occurs during the Reinvestment Period, (y) as evidenced by a compliance
certificate delivered by the Borrower to the Administrative Agent not later than 2:00 p.m. (New York City time) at least one Business
Day prior to the day of such distribution, which certificate shall set forth the amount of such distribution and all relevant calculations
with respect thereto, after giving effect to such distribution (i) no Event of Default or Default is in effect or would result from such
distribution and any related prepayment of Loans and (ii) the Senior Advance Rate Test, each Collateral Quality Test, the Concentration
Limitations, the requirements of Section 5.37 and the Coverage Tests are satisfied; provided that, solely for purposes of determining
whether the Overcollateralization Ratio Test and the Senior Advance Rate Test are satisfied for purposes of this clause (ii), the Principal
Collateralization Amount in “Overcollateralization Ratio” and in “Senior Advance Rate” shall be calculated using,
(1) for (a) any Collateral Loan that is not a Defaulted Loan, Long Dated Loan or Current Pay Obligation and has a current Market Value
of less than 95% of its par amount and (b) Current Pay Obligations up to 5.0% of Total Capitalization that have a current Market Value
of less than 95% of their respective par amount (measured separately with respect to each Current Pay Obligation), the lesser of the Market
Value and the purchase price of such Collateral Loan and (2) for any Collateral Loan that is not included in clause (1) above (including,
for the avoidance of doubt, Current Pay Obligations in excess of 5.0% of Total Capitalization), the method of calculation set out in the
definition of Principal Collateralization Amount and (z) the Borrower gives at least two Business Days’ notice of such distribution
to the Agents and S&P. For the avoidance of doubt, the foregoing conditions will not apply to any acquisitions of any new Collateral
Loans by the Borrower from the Parent or any Affiliate of the Parent.


 






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“Permitted Securitization”
means any securitization in a capital market transaction or private placement offering wherein Société Générale
or an Affiliate thereof acts as the primary arranger in which the Borrower sells Collateral pledged hereunder, directly or indirectly,
to an Affiliate or an affiliated entity that issues or arranges for the issuance of asset-backed debt obligations (whether in the form
of notes or revolving and/or term loans) collateralized, in whole or in part, by such Collateral.


 


“Person”
means an individual, a corporation, a partnership, an association, a trust, a limited liability company, member or any other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof.


 


“PIK Loan”
means any loan that by its terms permits the deferral or capitalization of payment of accrued and unpaid interest, excluding any loan
that provides for periodic payments of interest thereon in cash no less frequently than semi-annually and the portion of interest required
to be paid in cash under the terms of the applicable Related Contract results in such loan having an effective rate of current interest
paid in cash on such day of not less than (a) in the case of a Fixed Rate Obligation, 4.0% per annum or (b) otherwise, 3.0% per annum
over the applicable index rate. For the avoidance of doubt, if the Obligor under a loan described in the exclusion above fails to make
a required cash interest payment thereunder and such failure continues longer than the grace period set forth for such payment in clause
(a) of the definition of “Defaulted Loan”, such loan shall be considered a Defaulted Loan.


 


“Plan” means
at any time an “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) which
is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained,
or contributed to, by the Borrower or a member of its ERISA Group or (ii) has at any time within the preceding five plan years been maintained,
or contributed to, by the Borrower or a member of its ERISA Group.


 


“Platform”
is defined in Section 12.16(c).


 


“Pledged Collateral”
has the meaning specified in the Granting Clause hereof.


 


“Portfolio Exposure
Amount” means the excess (if any) of the sum of (i) the aggregate Exposure Amount at such time plus (ii) Unsettled Amounts
over (iii) the sum of (x) amounts on deposit in the Future Funding Reserve Account on such date and (y) amounts on deposit in the
Collection Account on such date, including Eligible Investments, representing Principal Proceeds.


 


“Post-Default Rate”
has the meaning assigned to such term in Section 2.5(c).


 


“Post-Transition S&P
CCC Collateral Loan” means, a Collateral Loan that, at the time the Borrower committed to acquire such Collateral Loan, has
an application to S&P for a credit estimate pending and that, upon the provision of such credit estimate (after the acquisition of
such Collateral Loan by the Borrower), becomes a CCC Collateral Loan.


 


“Prime Rate”
means, for any day, the rate of interest in effect for such day that is identified and normally published by The Wall Street Journal as
the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates), with any change
in Prime Rate to become effective as of the date the rate of interest which is so identified as the “Prime Rate” is different
from that published on the preceding Business Day. If The Wall Street Journal no longer reports the Prime Rate, or if the Prime Rate no
longer exists, or the Administrative Agent determines in good faith that the rate so reported no longer accurately reflects an accurate
determination of the prevailing Prime Rate, then the Administrative Agent may select a reasonably comparable index or source to use as
the basis for the Prime Rate. Notwithstanding the foregoing or any other provision of this Agreement, the rate calculated pursuant to
this definition shall not be less than 0%.


 






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“Principal Allocation
Formula” means:


 


(a)              
prior to the end of the Reinvestment Period, with respect to a prepayment of the Loans as specifically set forth herein:


 


first, to the
Revolving Loans in an amount equal to the excess, if any, of (x) the Portfolio Exposure Amount on such Quarterly Payment Date (or other
applicable date of payment) over (y) the aggregate Undrawn Commitments in respect of the Revolving Loans on such Quarterly Payment Date
(or other applicable date of payment), and


 


second, to
each of the Revolving Loans and Term Loans in accordance with their respective Principal Sharing Percentages (determined immediately prior
to the application provided for in this clause second); and


 


(b)              
on the last day of the Reinvestment Period and after the end of the Reinvestment Period, with respect to a prepayment of the Loans
as specifically set forth herein, to each of the Revolving Loans and Term Loans in accordance with their respective Principal Sharing
Percentages (determined immediately prior to the application provided for in this clause (b));


 


provided, in each case,
that if the Principal Allocation Formula would result in the allocation of a payment of principal to the Revolving Loans in excess of
the aggregate outstanding principal amount thereof, then the amount of such excess shall be deposited into the Future Funding Reserve
Account.


 


“Principal Balance”
means, as of any date of determination with respect to any Collateral Loan, the aggregate outstanding principal amount of such Collateral
Loan as of such date, excluding (a) deferred or capitalized interest on any Collateral Loan (other than any such interest that was added
to principal on or before the date when such Collateral Loan was acquired by the Borrower) and (b) any portion of such principal amount
that has been assigned or participated by the Borrower pursuant to Section 10.1.


 


“Principal Collateralization
Amount” means, at any time, the sum of:


 


(a)              
the Aggregate Principal Balance of all Collateral Loans (excluding Defaulted Loans, Discount Loans, Long Dated Loans and Current
Pay Obligations (each as to which the applicable rule below shall apply)); plus


 






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(b)              
(i) the aggregate amount of funds on deposit in the Collection Account, including Eligible Investments, constituting Principal
Proceeds plus (ii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, constituting Principal Proceeds,
including Eligible Investments; plus


 


(c)              
for all Discount Loans, the aggregate of the purchase prices, excluding accrued interest, expressed as a Dollar amount, for such
Discount Loans (after adding the amount of any subsequent borrowings and/or subtracting the amount of any subsequent repayments thereof);
plus


 


(d)              
for each Defaulted Loan that has been a Defaulted Loan for less than one year, the Recovery Value and, for each other Defaulted
Loan, zero; plus


 


(e)              
for each Long Dated Loan, the product of (x) the aggregate outstanding balance of such Collateral Loan and (y) the S&P Recovery
Rate of such Collateral Loan; plus


 


(f)               
(i) for Current Pay Obligations up to 5.0% of Total Capitalization, the Aggregate Principal Balance of all such Current Pay Obligations,
plus (ii) for each Current Pay Obligation in excess of 5.0% of Total Capitalization, 90% of such Current Pay Obligation’s
Market Value (which is not determined pursuant to clause (d) or subclause (iii) in the proviso of clause (c) of the definition thereof)
(but no greater than the par value of such Current Pay Obligation); minus


 


(g)              
the CCC Excess Adjustment Amount;


 


provided that (i) with
respect to any Collateral Loan that satisfies more than one of the definitions of Defaulted Loan, Discount Loan, Long Dated Loan or Current
Pay Obligation such Collateral Loan shall, for the purposes of this definition, be treated as belonging to the category of Collateral
Loans which results in the lowest Principal Collateralization Amount on any date of determination, (ii) the Principal Collateralization
Amount for any Defaulted Loan which has been a Defaulted Loan for one year or more will be zero and (iii) notwithstanding the foregoing
provisions, the Principal Collateralization Amount of any Collateral Loan held in the form of a Closing Date Participation after the
date that is the 60 days after Closing Date will be the Recovery Value.


 


“Principal Proceeds”
means (a) with respect to any Pledged Collateral (including Cash) any payments with respect thereto that are attributable to principal
in accordance with the Related Contracts of such Pledged Collateral or that do not otherwise constitute Interest Proceeds (including unapplied
proceeds of the Collateral Loans), (b) any upfront or net termination payments paid to the Borrower under any Interest Hedge Agreement,
(c) fees received in connection with the reduction of principal of a Collateral Loan (but not any principal repaid in connection therewith)
and (d) any cash capital contributions made to the Borrower that are to be treated as Principal Proceeds in accordance with Section
6.5. All sales or assignments of Collateral Loans or any portion thereof pursuant to Section 10.1 shall be for cash on a non-recourse
basis the proceeds of which shall be deemed to be Principal Proceeds for all purposes hereunder (other than proceeds representing accrued
interest), and all amounts deposited pursuant to Section 6.5 and designated as Principal Proceeds in accordance therewith shall
be deemed to be Principal Proceeds for all purposes hereunder. No amounts that are required by the terms of any participation agreement
to be paid by the Borrower to any Person to whom the Borrower has sold a participation interest shall constitute “Principal Proceeds”
hereunder.


 






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“Principal Sharing
Percentage” means, with respect to any payment of principal of the Loans that is to be allocated according to the Principal
Allocation Formula, a fraction, expressed as a percentage:


 


(a)              
the numerator of which is:


 


(i)               
in the case of the Term Loans, the aggregate principal amount of the Term Loans outstanding on such date; or


 


(ii)              
in the case of the Revolving Loans, the lesser of (x) the sum of (A) the aggregate principal amount of the Revolving Loans outstanding
on such date and (B) the Portfolio Exposure Amount on such date and (y) the amount of the Total Revolving Commitment on such date; provided
that if the Total Revolving Commitment has been reduced to zero, then the amount determined pursuant to this clause (ii) shall equal
the aggregate principal amount of the Revolving Loans outstanding on such date, and


 


(b)              
the denominator of which is the sum of:


 


(i)               
the aggregate principal amount of the Term Loans outstanding on such date; and


 


(ii)              
the lesser of (x) the sum of (A) the aggregate principal amount of the Revolving Loans outstanding on such date and (B) the Portfolio
Exposure Amount on such date and (y) the amount of the Total Revolving Commitment on such date; provided that if the Total Revolving
Commitment has been reduced to zero, the amount determined pursuant to this clause (ii) shall equal the aggregate principal amount of
the Revolving Loans outstanding on such date.


 


“Priority of Payments”
has the meaning set forth in Section 9.1(a); provided that, at all times after the Majority Lenders have exercised their right
to direct the liquidation of the Collateral under Article VI, “Priority of Payments” shall mean the priorities set
forth in Section 6.4 hereof.


 


“Proceeding”
means any suit in equity, action at law or other judicial or administrative proceeding.


 


“Program Manager”
means the investment manager or administrator of a CP Lender, as applicable.


 


“Prohibited Defense
Asset” means a Collateral Loan in respect of which the related Obligor’s primary direct business is the production or
distribution of antipersonnel landmines, cluster munitions, biological and chemical, radiological and nuclear weapons or any primary component
used specifically in the production of any such weapon system or which plays a direct role in the lethality of any such weapon system.


 






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“Prohibited Industry”
means with respect to any Obligor, its primary business is (a) a business described in the definition of Prohibited Defense Asset; (b)
the manufacture of fully completed and operational assault weapons or firearms; (c) in pornography or adult entertainment; (d) coal mining
and/or coal-based power generation; (e) in the oil sands and associated pipelines industry; (f) in the food commodity derivatives industry;
(g) in the growth and sale of tobacco; (h) upstream production and / or processing of palm oil and palm fruit products; or (i) the making
or collection of pay day loans or any unlicensed and unregistered financing.


 


“Prohibited Transaction”
means a transaction prohibited under Section 406(a) of ERISA, that is not exempted by a statutory or administrative or individual exemption
pursuant to Section 408 of ERISA.


 


“Proposed Portfolio”
means the portfolio of Collateral Loans and Eligible Investments resulting from the proposed purchase, sale, maturity or other disposition
of a Collateral Loan or a proposed reinvestment in an additional Collateral Loan, as the case may be.


 


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC Credit Support”
has the meaning set forth in Section 15.1.


 


“Quarterly Cap”
means, with respect to any Quarterly Payment Date, an amount equal to (x) $250,000 per annum (prorated for the related Interest Period
on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) plus (y) 0.02% per
annum (prorated for the related Interest Period on the basis of the actual number of days in the current calendar year and the actual
number of days elapsed) multiplied by the sum of, without duplication, (i) the Aggregate Principal Balance of all Collateral Loans,
(ii) the aggregate amount of funds on deposit in the Collection Account, including Eligible Investments, constituting Principal Proceeds
and (iii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, including Eligible Investments and the Portfolio
Exposure Amount, in each case, measured as of the Calculation Date immediately preceding such Quarterly Payment Date.


 


“Quarterly Payment
Date” means the 15th day of March, June, September and December in each year, commencing in December 2019, and the Stated Maturity;
provided that if any such date is not a Business Day, such Quarterly Payment Date shall be the next succeeding Business Day.


 


“Rating Agency”
means (i) with respect to the Loans, S&P (and/or, if, at any time any other nationally recognized investment rating agency provides
a rating of any Loans solicited by the Borrower, such rating agency) or (ii) with respect to the Collateral generally, S&P (or, if,
at any time S&P ceases to provide rating services with respect to debt obligations, any other nationally recognized investment rating
agency selected by the Borrower or the Services Provider).


 






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In the event that at any time
S&P ceases to be a “Rating Agency” and a replacement rating agency is selected in accordance with the preceding sentence,
then references to rating categories of such replaced rating agency in this Agreement shall be deemed instead to be references to the
equivalent categories of such replacement rating agency as of the most recent date on which such replacement rating agency and such replaced
rating agency’s published ratings for the type of obligation in respect of which such replacement rating agency is used.


 


“Rating Condition”
means, with respect to any action taken or to be taken by or on behalf of the Borrower that is expressed to be subject to such condition
in any Loan Document, a condition that is satisfied if S&P has confirmed in writing (which may take the form of a press release,
electronic messages, facsimile, posting to its internet website, other written communication or other means then considered industry
standard) that such action will not cause the then-current rating of the Loans by S&P to be reduced or withdrawn; provided
that the Rating Condition will be deemed to be satisfied with respect to any such action if (i) at the time of determination, no Loans
are then rated by S&P; (ii) the Agents and all of the Lenders provide their written approval as to such action and written notice
thereof is given to S&P; (iii) S&P has made a public statement to the effect that it will no longer review events or circumstances
of the type requiring satisfaction of the Rating Condition in this Agreement for purposes of evaluating whether to confirm the then-current
ratings (or Initial Rating) of the Loans rated by S&P; or (iv) S&P has communicated to the Borrower, the Services Provider or
either Agent (or their respective counsel) that it will not review such event or circumstances for purposes of evaluating whether to
confirm the then-current ratings (or Initial Rating).


 


“Real Estate Loan”
means any debt obligation that is (a) directly or indirectly secured by a mortgage, deed of trust or similar Lien on commercial real estate,
residential real estate, office, retail or industrial property or undeveloped land, is underwritten as a mortgage loan and is not otherwise
associated with an operating business or (b) a loan to a company engaged primarily in acquiring and developing undeveloped land (whether
or not such loan is secured by real estate).


 


“Recovery Value”
means, for (x) each Defaulted Loan that has been a Defaulted Loan for less than one year and (y) each Collateral Loan held in the form
of a Closing Date Participation after the date that is the 60 days after Closing Date, the lowest of:


 


(i)               
the Principal Balance of such Defaulted Loan or Closing Date Participation multiplied by the applicable S&P Recovery
Rate for such Defaulted Loan or Closing Date Participation, as applicable;


 


(ii)              
the Market Value of such Defaulted Loan or Closing Date Participation; and


 


(iii)              
the carrying value of such Defaulted Loan or Closing Date Participation on the books and records of the Borrower (or its Affiliates).


 


“Reference
Time” with respect to any setting of the then-current Benchmark means 11:00 a.m. (London time) on the day that is two London banking
days preceding the date of such setting.


 






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“Register”
has the meaning set forth in Section 12.6(f).


 


“Registered”
means in registered form within the meaning of Sections 881(c)(2)(B)(i) and 163(f) of the Code and Section 5f.103-1(c) and Proposed Section
1.163-5(b) of the United States Department of the Treasury regulations and issued after July 18, 1984 (or, in each case, any amended or
successor version).


 


“Regulation U”
means Regulation U of the Federal Reserve Board, as in effect from time to time.


 


“Reinvestment Period”
means the period from and including the Closing Date to and including the earliest of (a) the date that
is 24 months after the Closing DateApril 1, 2022,
extendable upon the Lenders’ and Borrower’s mutual consent, (b) the date of the acceleration of the maturity of the Loans
or the termination of the Revolving Commitments pursuant to Section 6.2, (c) any date on which the Borrower or the Services Provider
reasonably determines that it can no longer acquire additional Collateral Loans appropriate for inclusion in the Collateral in accordance
with the terms of this Agreement and Corporate Services Agreement (provided that, in the case of this clause (c), an Authorized
Officer of the Services Provider shall provide a written certification as to such determination to the Agents, the Lenders and S&P
at least five Business Days prior to such date), (d) any date on which the Majority Lenders provide written notice to the Borrower that
an event constituting “cause” as defined in the Corporate Services Agreement has occurred, if as of the date of such notice,
such “cause” event has not been waived by all the Lenders or cured and (e) the occurrence of the resignation or assignment
(unless the Administrative Agent has consented to such assignment) by the Services Provider of its rights and obligations under this
Agreement and the Corporate Services Agreement.


 


“Related Contracts”
means all credit agreements, indentures, note purchase agreements, notes, security agreements, leases, financing statements, guaranties,
and other contracts, agreements, instruments and other papers evidencing, securing, guaranteeing or otherwise relating to any Collateral
Loan or Eligible Investment or other investment with respect to any Collateral or proceeds thereof (including the applicable underlying
instruments and any Loan Assignment Agreement), together with all of the Borrower’s right, title and interest in and to all property
or assets securing or otherwise relating to any Collateral Loan or other loan or security of the Borrower or Eligible Investment or other
investment with respect to any Collateral or proceeds thereof or any Related Contract.


 


“Related CP Issuer”
means a multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP
Lender’s source of funding for the CP Lender’s acquisition or maintenance of its funding obligations hereunder.


 


“Related Property”
has the meaning assigned to such term in the Granting Clause.


 


“Relevant
Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or
convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.


 






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“Repurchase Price”
means, for any Warranty Collateral Loan for which a payment or substitution is being made pursuant to Section 10.1(d) as of any
time of determination, a dollar amount equal to the greater of (i) the fair market value and (ii) the Purchase Price of such Loan Asset
paid by the Borrower, in each case less all Principal Proceeds received in respect of such Loan Asset from the date of acquisition
by the Borrower to the date of such repurchase or substitution plus any such Principal Proceeds that the Borrower shall have been
required to repay to the Obligor with respect to such Loan Asset.


 


“Required S&P Credit
Estimate Information” means S&P’s “Credit Estimate Information Requirements” dated April 2011 and any
other available information S&P reasonably requests in order to produce a credit estimate for a particular asset.


 


“Resolution Authority”
means any body which has authority to exercise any Write-Down and Conversion Powers.


 


“Restricted Person”
is defined in Section 12.17(a).


 


“Retained Expense Amount”
with respect to any Quarterly Payment Date means the amount, if any, by which (x) the sum of the amount determined pursuant to the definition
of “Quarterly Cap” for such Quarterly Payment Date and each of the three prior Quarterly Payment Dates exceeds (y) the sum
of (i) the aggregate payments made under Section 9.1(a)(i)(A)(2) on such Quarterly Payment Date and each of the three prior Quarterly
Payment Dates and (ii) Administrative Expenses paid pursuant to Section 8.2(d) during each of the Due Periods prior to each of
the three prior Quarterly Payment Dates.


 


“Retention Holder”
means Owl Rock Capital Corporation, and any successor thereto, as permitted by the EU Retention Requirements.


 


“Retention Letter”
means a letter relating to the retention of net economic interest in substantially the form of Exhibit G hereto (relating to the
EU Retention Requirements), from the Retention Holder and addressed to the Borrower, the Administrative Agent and any Affected Lender
on the Closing Date and for the benefit of any future Affected Lender, which shall include such letter entered into as of the Closing
Date and each letter amending, restating, replacing, supplementing, updating or otherwise modifying such letter.


 


“Revolving Commitment”
means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans to the Borrower during the
Commitment Period in the amount set forth opposite such Revolving Lender’s name on the signature pages hereto (or pursuant to an
Assignment and Assumption), as such amount may be terminated or reduced (including pursuant to Section 2.7) in accordance with
the terms of this Agreement.


 


“Revolving Lender”
means each Person that is listed as a “Revolving Lender” on the signature pages hereto, any Person that shall have become
a party hereto pursuant to an Assignment and Assumption in respect of the Revolving Loans and, in each case, their respective successors,
in each case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption in respect of the Revolving
Loans.


 


“Revolving Loans”
has the meaning assigned to such term in Section 2.1.


 






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“Revolving Collateral
Loan” means a Collateral Loan that provides the Obligor thereunder with a revolving credit facility from which one or more borrowings
may be made up to the stated principal amount of such revolving credit facility and which provides that borrowed amounts may be repaid
and reborrowed from time to time.


 


“Sale and Contribution
Agreement” means the Sale and Contribution Agreement dated as of the date hereof, between the Seller, as seller, and the Borrower,
as borrower, as amended, restated, supplemented or otherwise modified from time to time.


 


“Sale Proceeds”
means all proceeds (excluding accrued interest, if any) received with respect to Collateral as a result of sales of such Collateral less
any reasonable expenses incurred by the Borrower, the Services Provider or the Collateral Agent (other than amounts payable as Administrative
Expenses) in connection with such sales.


 


“Sanctioned Person”
means any Person that is a designated target of any Sanctions or otherwise a subject of any Sanctions, including as a result of being
(a) owned or controlled directly or, to the Borrower’s knowledge, indirectly by any Persons (or Person) that are designated targets
of any Sanctions, or (b) organized or operating under the laws of, or a resident of, any country that is subject to any country-wide or
territory-wide Sanctions.


 


“Sanctions”
means any economic or financial sanctions or trade embargoes (or similar measures) imposed, administered or enforced from time to time
by (a) the United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S.
Department of State), (b) the United Nations Security Council, (c) the European Union or any member state thereof or (d) Her Majesty’s
Treasury of the United Kingdom.


 


“Scenario Default Rate”
means, with respect to the Loans at any time, an estimate of the cumulative default rate for the Current Portfolio or the Proposed Portfolio,
as applicable, consistent with S&P’s initial rating of the Loans, determined by application by the Services Provider and the
Collateral Administrator of the S&P CDO Monitor at such time.


 


“Scheduled Distribution”
means, with respect to any Collateral Loan, for each Due Date, the scheduled payment of principal and/or interest and/or fees due on such
Due Date with respect to such Collateral Loan, determined in accordance with the assumptions specified in Section 1.3.


 


“SEC” means
the United States Securities and Exchange Commission.


 


“Second Amendment Effective
Date” means March 15, 2021.


 


“Second Lien Loan”
means any loan that: (a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation of the Obligor
of the loan other than (i) trade claims, capitalized leases or similar obligations and (ii) Senior Secured Loans of the Obligor; (b) is
secured by a valid second-priority perfected security interest or lien in, to or on specified collateral securing the Obligor’s
obligations under the Second Lien Loan the value of which is adequate (in the commercially reasonable judgment of the Borrower) to repay
the loan in accordance with its terms and to repay all other loans of equal or higher seniority secured by a lien or security interest
in the same collateral and (c) is not secured solely or primarily by common stock or other equity interests; provided that the limitation
set forth in this clause (c) shall not apply with respect to a loan made to a parent entity that is secured solely or primarily by the
stock of one or more of the subsidiaries of such parent entity to the extent that (i) the granting by any such subsidiary of a lien on
its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such loan or any other
similar type of indebtedness owing to third parties) and (ii) such subsidiary does not have any Indebtedness (other than current accounts
payable in the ordinary course of business, capitalized leases or other similar indebtedness incurred in the ordinary course of business).


 






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“Secured Parties”
means, collectively, the Agents, any Interest Hedge Counterparty, the Collateral Administrator, the Custodian, the Document Custodian,
the Securities Intermediary and the Lenders.


 


“Securities Intermediary”
means State Street Bank and Trust Company, in its capacity as securities intermediary under the Account Control Agreement.


 


“Securitisation Regulation”
means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for
securitisation and creating a specific framework for simple, transparent and standardised securitisation, including any implementing regulation,
technical standards.


 


“Seller”
means Owl Rock Capital Corporation.


 


“Selling Institution”
means an entity (including, but not limited to, the Seller) obligated to make payments to the Borrower under the terms of a Participation
Interest.


 


“Senior Advance Rate”
means, as of any Measurement Date (or other applicable date), the ratio (expressed as a percentage) obtained by dividing:


 


(a)              
the sum of (i) the aggregate outstanding principal amount of all Loans as of such date plus (ii) the Portfolio Exposure
Amount for all Collateral Loans as of such date; by


 


(b)              
the sum of (i) the Principal Collateralization Amount as of such date plus (ii) the Portfolio Exposure Amount (excluding
any Unsettled Amounts to the extent already included in the amount in clause (i)) for all Collateral Loans as of such date.


 


“Senior Advance Rate
Test” means a test satisfied on any Borrowing Date or other date of determination if the Senior Advance Rate at such time is
less than or equal 56.0%.


 


“Senior Authorized
Officer” means, with respect to any Person, any officer of such Person that is a chief executive officer, chief operating officer,
chief credit officer, credit committee member, executive vice president or president (or, in each case, any other officer with a position
analogous to those identified above and in the case of any limited liability company, any manager) or any other officer responsible for
the management or administration of the Collateral or the performance of such Person’s obligations under the Loan Documents.


 






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“Senior Secured Loan”
means any loan (including, except as otherwise explicitly stated herein, any First Lien/Last Out Loan) that: (a) is not (and cannot by
its terms become) subordinate in right of payment to any other obligation of the Obligor of such loan (other than with respect to trade
claims, capitalized leases or similar obligations and traditional bank revolving asset-based loan facilities that are reasonable and customary
for similar loans); (b) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing
the Obligor’s obligations under such loan; (c) the value of the collateral securing such loan at the time of acquisition together
with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available
for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Borrower) to repay
such loan in accordance with its terms and to repay all other such loans of equal seniority secured by a first lien or security interest
in the same collateral; and (d) is not secured solely or primarily by common stock or other equity interests; provided that the limitation
set forth in this clause (d) shall not apply with respect to a loan made to a parent entity that is secured solely or primarily by the
stock of one or more of the subsidiaries of such parent entity to the extent that (i) the granting by any such subsidiary of a lien on
its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such loan or any other
similar type of indebtedness owing to third parties) and (ii) such subsidiary does not have any Indebtedness (other than current accounts
payable in the ordinary course of business, capitalized leases or other similar indebtedness incurred in the ordinary course of business).


 


“Senior Services Fee”
has the meaning assigned to such term in the Corporate Services Agreement.


 


“Services Fee”
means, collectively, the Senior Services Fees and the Subordinated Services Fees.


 


“Services Provider”
means Owl Rock Capital Corporation, or any successor in such capacity in accordance with the Corporate Services Agreement.


 


“Servicing Standard”
means, with respect to the Borrower and the Services Provider, in rendering its services hereunder and under the other Loan Documents,
diligently using a degree of skill and attention no less than that which (i) would be exercised by a prudent institutional portfolio manager
in connection with the servicing and administration of assets similar to the Collateral Loans under similar circumstances and (ii) the
Services Provider exercises with respect to comparable assets that it manages for itself and for others having similar investment objectives
and restrictions in accordance with its existing practices and procedures relating to assets of the nature and character of the Collateral
Loans.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately
succeeding Business Day.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 






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“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Solvency II”
means European Union Directive 2009/138/EC on the taking up and pursuit of the business of Insurance and Reinsurance (Solvency II).


 


“Solvency II Level
2 Regulation” means Delegated Regulation (EU) No 2015/35 of 10 October 2014 supplementing Solvency II.


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto.


 


“S&P CDO Monitor”
means the dynamic, analytical computer model developed by S&P used to calculate the default frequency in terms of the amount of debt
assumed to default as a percentage of the original principal amount of the Collateral Loans consistent with a specified benchmark rating
level based upon certain assumptions (including the Weighted Average S&P Recovery Rate) and S&P’s proprietary corporate
default studies, as may be amended by S&P from time to time upon notice to the Borrower, the Administrative Agent and the Collateral
Administrator. Inputs for the S&P CDO Monitor will be chosen by the Services Provider (with notice to the Collateral Administrator)
and associated with either (x) a recovery rate for the Loans from the S&P Recovery Rate Matrix, a “Weighted Average Life Value”
from the S&P Weighted Average Life Matrix and a “Weighted Average Floating Spread” from the S&P Weighted Average
Floating Spread Matrix or (y) a weighted average recovery rate for the Loans, a weighted average life and a weighted average floating
spread selected by the Services Provider (with notice to the Collateral Administrator) and confirmed by S&P; provided that
the Services Provider shall not be permitted to select a spread higher than the Weighted Average Spread, a recovery rate higher than
the Weighted Average S&P Recovery Rate or a weighted average life shorter than the Weighted Average Life. The weighted average recovery
rate applicable as of any date of determination pursuant to clause (x) or (y) above is referred to as the “S&P CDO Monitor
Recovery Rate”. The weighted average floating spread applicable as of any date of determination pursuant to clause (x) or (y)
above is referred to as the “S&P Minimum Floating Spread”.


 


“S&P CDO Monitor
Formula Election Date” means date designated by the Services Provider upon at least five Business Days’ prior written
notice to S&P, the Administrative Agent and the Collateral Administrator as the date on which the Borrower will begin to utilize the
S&P CDO Monitor Adjusted BDR; provided that an S&P CDO Monitor Formula Election Date may not occur if the pool of Collateral
contains Collateral Loans of less than 40 different Obligors.


 


“S&P CDO Monitor
Formula Election Period” means the period from and including the S&P CDO Monitor Formula Election Date (if any) to but excluding
the earlier of (i) the S&P CDO Monitor Model Election Date (if any) and (ii) the date on which the Obligations have been paid in full;
provided that, on any date in which the S&P CDO Monitor Test is calculated, the pool of Collateral contains Collateral Loans
of less than 40 different Obligors, the S&P CDO Monitor Formula Election Period shall be terminated and a S&P CDO Monitor Model
Election Date shall occur.


 






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“S&P CDO Monitor
Model Election Date” means the date designated by the Services Provider upon at least five Business Days’ prior written
notice to S&P, the Administrative Agent and the Collateral Administrator as the date on which the Borrower will begin to utilize the
S&P CDO Monitor.


 


“S&P CDO Monitor
Model Election Period” means (a) the period from and including the Closing Date to but excluding the earlier of (i) the S&P
CDO Monitor Formula Election Date (if any) and (ii) the date on which the Obligations have been paid in full and (b) if an S&P CDO
Monitor Model Election Date occurs after the Closing Date, the period from and including the S&P CDO Monitor Model Election Date (if
any) to the date on which the Obligations have been paid in full.


 


“S&P CDO Monitor
Recovery Rate” has the meaning set forth in the definition of “S&P CDO Monitor”.


 


“S&P CDO Monitor
Test” means a test that shall be satisfied if on any Measurement Date and during the Reinvestment Period after giving effect
to the purchase of a Collateral Loan, (a) during an S&P CDO Monitor Model Election Period, following receipt by the Borrower and the
Collateral Administrator of the S&P CDO Monitor input files, the Default Differential of the Proposed Portfolio with respect to the
Loans is positive or (b) during an S&P CDO Monitor Formula Election Period (if any), the S&P CDO Monitor Adjusted BDR is equal
to or greater than the S&P CDO Monitor SDR. During an S&P CDO Monitor Formula Election Date, the definitions in Schedule G hereto
will apply. The S&P CDO Monitor Test shall be considered to be improved (x) during an S&P CDO Monitor Model Election Period, if
the Default Differential of the Proposed Portfolio is greater than or equal to the corresponding Default Differential of the Current Portfolio
or (y) during an S&P CDO Monitor Formula Election Period (if any), when the S&P CDO Monitor Adjusted BDR less the S&P CDO
Monitor SDR of the Proposed Portfolio is greater than the difference between the S&P CDO Monitor Adjusted BDR less the S&P CDO
Monitor SDR of the Current Portfolio.


 


“S&P Counterparty
Criteria” means with respect to any Participation Interest, a criterion that will be met if immediately after giving effect
to such acquisition, the percentage of the Aggregate Principal Balance of the Collateral Loans that consists in the aggregate of Participation
Interests with Selling Institutions with the relevant agent bank that have the same or a lower credit rating, does not exceed the “Aggregate
Percentage Limit” (in the case of all Selling Institutions) or “Individual Percentage Limit” (in the case of a Selling
Institution) set forth below for such credit rating


 






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    S&P
    credit rating of

    Selling Institution

    (at or below)
	 	
    Aggregate

    Percentage Limit
	 	
    Individual
    Percentage

    Limit

	AAA	 	20%	 	20%
	AA+	 	10%	 	10%
	AA	 	10%	 	10%
	AA-	 	5%	 	5%
	A+	 	5%	 	5%
	A**	 	5%	 	5%
	A*** and A-and below	 	0%	 	0%






 







		**	Only for so long as the Selling Institution or agent, as applicable, has an S&P long-term unsecured
debt rating of at least A and a short-term unsecured debt rating of at least A-1. If such Selling Institution or agent, as applicable,
does not have an S&P short-term unsecured debt rating or has an S&P short-term unsecured debt rating of less than A-1, then the
minimum S&P rating for purposes of the Counterparty Criteria will be A+.



		***	If the Selling Institution or agent, as applicable, does not have a short-term unsecured debt rating by
S&P of at least A-1.



 


“S&P Industry Classification”
means each industry identified on Schedule B.


 


“S&P Minimum Floating
Spread” has the meaning set forth in the definition of “S&P CDO Monitor”.


 


“S&P Rating”
means with respect to any Collateral Loan, as of any date of determination, the rating determined in accordance with the following methodology:


 


(a)           with
respect to a Collateral Loan that is not a DIP Loan, (i) if there is an issuer credit rating of the issuer of such Collateral Loan
by S&P as published by S&P, or the guarantor which unconditionally and irrevocably guarantees such Collateral Loan pursuant
to a form of pursuant to a form of guaranty meeting applicable then-current S&P guarantee criteria, then the S&P Rating will
be such rating (regardless of whether there is a published rating by S&P on the Collateral Loans of such issuer held by the
Issuer) or (ii) if there is no issuer credit rating of the issuer by S&P but (A) if there is a senior unsecured rating on any
obligation or security of the issuer, the S&P Rating of such Collateral Loan will equal such rating; (B) if there is a senior
secured rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Loan will be one subcategory
below such rating; and (C) if there is a subordinated rating on any obligation or security of the issuer, then the S&P Rating of
such Collateral Loan will be one subcategory above such rating;


 


(b)           with
respect to any Collateral Loan that is a DIP Loan, the S&P Rating thereof will be the credit rating assigned to such issue by S&P,
or if such DIP Loan was assigned a point-in-time rating by S&P that was withdrawn, such withdrawn rating may be used for 12 months
after the assignment of such rating; provided that if any such Collateral Loan that is a DIP Loan is newly issued and the Services
Provider expects an S&P credit rating within 90 days, the S&P Rating of such Collateral Loan shall be “CCC-” until
such credit rating is obtained from S&P; provided, further, that, if there is a Material Change with respect to any
DIP Loan, the Borrower, or the Services Provider on behalf of the Borrower, shall, upon notice or knowledge thereof, notify S&P and
provide available Required S&P Credit Estimate Information and any other available information S&P reasonably requests with respect
thereto via email to CreditEstimates@spglobal.com; or


 






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(c)            if the S&P Rating is not determined pursuant to clauses (a) or (b), then the S&P Rating shall be the S&P equivalent
of the public rating by Moody’s of such obligation or issuer except that the S&P Rating of such obligation will be (A) one subcategory
below the S&P equivalent of the Moody’s public rating if such Moody’s public rating is “Baa3” or higher and
(B) two subcategories below the S&P equivalent of the Moody’s public rating if such Moody’s public rating is “Ba1”
or lower; or


 


(d)           if the S&P Rating is not determined pursuant to clauses (a), (b) or (c), the S&P Rating may be based on a credit estimate
provided by S&P, and in connection therewith, the Borrower, the Services Provider on behalf of the Borrower or the issuer of such
Collateral Loan shall, prior to or within 30 days after the acquisition of such Collateral Loan, apply (and concurrently submit all available
Required S&P Credit Estimate Information in respect of such application) to S&P for a credit estimate which will be its S&P
Rating; provided that, until the receipt from S&P of such estimate, such Collateral Loan will have an S&P Rating as determined
by the Services Provider in its sole discretion if the Services Provider certifies to the Administrative Agent that it believes that
such S&P Rating determined by the Services Provider is commercially reasonable and will be at least equal to such rating; provided,
further, that if such Required S&P Credit Estimate Information is not submitted within such 30-day period, then, pending receipt
from S&P of such estimate, the Collateral Loan will have (1) the S&P Rating as determined by the Services Provider for a period
of up to 90 days after acquisition of such Collateral Loan and (2) an S&P Rating of “CCC-” following such 90 day period;
unless, during such 90 day period, the Services Provider has requested the extension of such period and S&P, in its sole discretion,
has granted such request; provided, further, that such confirmed or updated credit estimate will expire on the 12-month anniversary
of such confirmation or update, unless confirmed or updated prior thereto; provided, further, that, if there is a Material
Change with respect to any Collateral Loan with an S&P Rating of “CCC-” determined pursuant to this clause, the Borrower,
or the Services Provider on behalf of the Borrower, shall, upon notice or knowledge thereof, notify S&P and provide available Required
S&P Credit Estimate Information and any other available information S&P reasonably requests with respect thereto via email to
CreditEstimates@spglobal.com;


 


(e)            if
the S&P Rating is not determined pursuant to clauses (a), (b), (c) or (d) with respect to a DIP Loan, the S&P Rating of such
Collateral Loan will be “CCC-” and


 


(f)            if the S&P Rating is not determined pursuant to clauses (a), (b), (c), (d) or (e) with respect to a Collateral Loan that is
not a Defaulted Loan, the S&P Rating of such Collateral Loan will at the election of the Borrower (at the direction of the Services
Provider) be “CCC-” provided that (i) the Services Provider expects the Obligor in respect of such Collateral Loan
to continue to meet its payment obligations under such Collateral Loan, (ii) such Obligor is not currently in reorganization or bankruptcy,
(iii) such Obligor has not defaulted on any of its debts during the immediately preceding two year period and (iv) at any time that more
than 10% of the Collateral Principal Amount consists of Collateral Loans with S&P Ratings determined pursuant to this clause (f),
the Borrower will submit all available Required S&P Credit Estimate Information in respect of such Collateral Loans to S&P;


 






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provided that for purposes of
the determination of the S&P Rating, (x) if the applicable rating assigned by S&P to an obligor or its obligations is on “credit
watch positive” by S&P, such rating will be treated as being one subcategory above such assigned rating and (y) if the applicable
rating assigned by S&P to an obligor or its obligations is on “credit watch negative” by S&P, such rating will be
treated as being one subcategory below such assigned rating.


 


“S&P Recovery Amount”
means with respect to any Collateral Loan, an amount equal to the product of:


 


(a)           the
S&P Recovery Rate; and


 


(b)           the Principal Balance of such Collateral Loan.


 


“S&P Recovery Rate”
means with respect to a Collateral Loan, the recovery rate determined in the manner set forth in Schedule D hereto.


 


“S&P Recovery Rate
Matrix” means the S&P Recovery Rate Matrix set forth on Schedule E.


 


“S&P Weighted Average
Floating Spread Matrix” means a spread between 1.50% and 7.00% (in increments of .01%) without exceeding the current Weighted
Average Spread (determined as if all Discount Loans instead constituted Collateral Loans that are not Discount Loans) as of such Measurement
Date.


 


“S&P Weighted Average
Life Matrix” means the S&P Weighted Average Life Matrix set forth on Schedule F.


 


“Specified Change”
means any amendment, consent, modification or waiver of, or supplement to, a Related Contract that (a) extends the final maturity of a
Collateral Loan beyond the Stated Maturity, (b) reduces or forgives the principal amount of a Collateral Loan (other than a Defaulted
Loan that has been a Defaulted Loan for one year or more), (c) reduces the rate of interest payable on a Collateral Loan by more than
25% (other than a Defaulted Loan that has been a Defaulted Loan for one year or more), (d) postpones the Due Date of any Scheduled Distribution
in respect of a Collateral Loan by more than three months, (e) subordinates (in right of payment, with respect to liquidation preferences
or otherwise) a Collateral Loan, (f) releases any material guarantor or co-obligor of a Collateral Loan from its obligations, (g) releases
a material portion of the collateral securing such Collateral Loan (excluding Defaulted Loans and any such releases associated with a
prepayment) or (h) changes any of the provisions of a Related Contract specifying the number or percentage of lenders required to effect
any of the foregoing.


 


“Stated Maturity”
means August 2April 1,
20292030.


 






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“Step-Down Loan”
means an obligation or security which by the terms of the applicable Related Contracts provides for a decrease in the per annum interest
rate on such obligation or security (other than by reason of any change in the applicable index or benchmark rate used to determine such
interest rate) or in the spread over the applicable index or benchmark rate, solely as a function of the passage of time; provided
that an obligation or security providing for payment of a constant rate of interest or in the spread over the applicable index or
benchmark rate at all times after the date of acquisition by the Borrower shall not constitute a Step-Down Loan.


 


“Step-Up Loan”
means an obligation or security which by the terms of the applicable Related Contracts provides for an increase in the per annum interest
rate on such obligation or security, or in the spread over the applicable index or benchmark rate, solely as a function of the passage
of time; provided that an obligation or security providing for payment of a constant rate of interest or in the spread over the
applicable index or benchmark rate at all times after the date of acquisition by the Borrower shall not constitute a Step-Up Loan.


 


“Structured Finance
Obligation” means any obligation issued by a special purpose entity secured directly by, referenced to, or representing ownership
of, a pool of receivables or other financial assets of any Obligor (excluding any loan made to an operating business that buys, sells
and/or liquidates such assets in the ordinary course of business), including (but not limited to) collateralized debt obligations, collateralized
loan obligations, asset backed securities and mortgage backed securities or any re-securitization thereof.


 


“Subordinated Services
Fee” has the meaning assigned to such term in the Corporate Services Agreement.


 


“Subsidiary”
means any corporation, limited partnership, limited liability company or other entity of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time
directly or indirectly owned by the Borrower.


 


“Substituted Collateral
Loan” means, with respect to any Due Period, any Warranty Collateral Loan with respect to which the Seller has substituted in
a replacement Collateral Loan pursuant to Section 10.1(d) and the Sale and Contribution Agreement.


 


“Supported QFC”
has the meaning set forth in Section 15.1.


 


“Synthetic Security”
means a security or swap transaction, other than a Participation Interest, that has payments associated with either payments of interest
on and/or principal of a reference obligation or the credit performance of a reference obligation.


 


“Tax Account Reporting
Rules” means FATCA, and any other laws, intergovernmental agreements, administrative guidance or official interpretations, adopted
or entered into on, before or after the date of this Agreement, by one or more governments providing for the collection of financial account
information and the automatic exchange of such information between or among governments for purposes of improving tax compliance, and
any laws, intergovernmental agreements or other guidance adopted pursuant to the global standard for automatic exchange of financial account
information issued by the Organisation for Economic Co-operation and Development.


 






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“Tax Account Reporting
Rules Compliance” means compliance with Tax Account Reporting Rules as necessary to avoid (a) fines, penalties or other sanctions
imposed on the Borrower or any of its directors or (b) the withholding or imposition of tax from or in respect of payments to or for the
benefit of the Borrower.


 


“Taxes” means
any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable thereto.


 


“Term Commitment”
means, with respect to each Term Lender, the commitment of such Term Lender to make Term Loans to the Borrower on the Initial Borrowing
Date in the amount set forth opposite such Term Lender’s name on the signature pages hereto (or pursuant to an Assignment and Assumption),
as such amount may be terminated or reduced (including pursuant to Section 2.7) from time to time in accordance with the terms
of this Agreement.


 


“Term Lender”
means each Person that is listed as a “Term Lender” on the signature pages hereto, any Person that shall have become a party
hereto pursuant to an Assignment and Assumption in respect of a Term Loan, any Person that shall have converted all or a portion of its
Revolving Loans into Term Loans pursuant to Section 2.7(b) of this Agreement and, in each case, their respective successors, in
each case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption in respect of its Term
Loans; provided that all Revolving Lenders shall be Approved Lenders.


 


“Term Loan”
has the meaning assigned to such term in Section 2.1.


 


“Term
SOFR” means, for any applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on
SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Third
Amendment Effective Date” means May 26, 2021.


 


“Total Capitalization”
means, at any time, the sum of (a) the Aggregate Principal Balance of the Collateral Loans (excluding any Defaulted Loans), plus
(b) the Recovery Value of the Defaulted Loans, plus (c) the aggregate amount of the Undrawn Commitments, plus (d) the amount
of all cash and Eligible Investments in the Collection Account and in the Future Funding Reserve Account, in each case constituting Principal
Proceeds.


 


“Total Revolving Commitment”
means, as of any date of determination with respect to any Revolving Lender, the applicable aggregate amount of Revolving Commitments
set forth opposite such Revolving Lender’s name on Annex A.


 


“Total Term Commitment”
means, as of any date of determination with respect to any Term Lender, the applicable aggregate amount of Term Commitments set forth
opposite such Term Lender’s name on Annex A.


 






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“U.S. Person”
means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Special Resolution
Regimes” has the meaning set forth in Section 15.1.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 11.4.


 


“UK Bail-In Legislation”
means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part
I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, reglulation or rule applicable in the United
Kingdom relating to the resolutions of unsound or failing banks, investment firms or other financial institutions or their affiliates
(other than through liquidation, administration or other insolvency proceedings).


 


“UK Financial Institution”
means any BRRD Undertakings (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York, except as otherwise specified in this Agreement.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Undrawn Commitment”
means, with respect to any Revolving Lender at any time, an amount (which may not be less than zero) equal to (i) such Lender’s
Revolving Commitment at such time minus (ii) the aggregate outstanding principal amount of Revolving Loans held by such Revolving
Lender at such time.


 


“Unfunded Amount”
means, at any time, the sum of (i) the aggregate Exposure Amount at such time plus (ii) the aggregate Unsettled Amount at such
time.


 


“United States”
means the United States of America, including the states and the District of Columbia, but excluding its territories and possessions.


 


“Unsettled Amount”
means, as of any date, all amounts due in respect of any Collateral Loans that the Borrower has entered into a binding commitment to acquire
but has not yet settled.


 


“Warranty Collateral
Loan” has the meaning set forth in Section 10.1(d).


 






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“Weighted Average Coupon”
means, with respect to Fixed Rate Obligations (excluding Defaulted Loans), as of any date, the number obtained by:


 


(x)            summing (i) the sum of the products obtained by multiplying the required cash-pay portion of the interest coupon of each such Fixed
Rate Obligation (plus any other fees (such as anniversary fees, commitment fees, etc.) that are contractually required to be paid)
as of such date by the Principal Balance of each such Collateral Loan as of such date and (ii) the sum of the products obtained by multiplying,
with respect to each such Collateral Loan that is a Revolving Collateral Loan or a Delayed Funding Loan, the related commitment or undrawn
fee as of such date by the Exposure Amount of each such Collateral Loan as of such date, and


 


(y)           dividing
such sum by the Aggregate Principal Balance plus the Exposure Amount of all such Collateral Loans, and rounding the result up
to the nearest 0.001%; provided that if the foregoing amount is less than 7.0%, then all or a portion of the Weighted Average
Coupon Adjustment, if any, as of such date, to the extent not exceeding such shortfall, shall be added to such result.


 


“Weighted Average Coupon
Adjustment” means, as of any date, a fraction (expressed as a percentage), the numerator of which is equal to the product of
(i) the excess, if any, of the Weighted Average Spread for such date over the S&P Minimum Floating Spread and (ii) the Aggregate Principal
Balance plus the Exposure Amount of all Floating Rate Obligations (excluding Defaulted Loans), and the denominator of which is
the Aggregate Principal Balance plus Exposure Amount of all Fixed Rate Obligations (excluding Defaulted Loans). In computing the
Weighted Average Coupon Adjustment on any date, the Weighted Average Spread for such Measurement Date shall be computed as if the Weighted
Average Spread Adjustment was equal to zero.


 


“Weighted Average Life”
means, as of any Measurement Date, the number obtained by (a) for each Collateral Loan (other than a Defaulted Loan), multiplying the
amount of each Scheduled Distribution of principal (treating each Revolving Collateral Loan and Delayed Funding Loan as if the same were
fully funded) to be paid after such Measurement Date by the number of years (rounded to the nearest hundredth) from such Measurement Date
until such Scheduled Distribution of principal is due; (b) summing all of the products calculated pursuant to clause (a); and (c) dividing
the sum calculated pursuant to clause (b) by the sum of all Scheduled Distributions (treating each Revolving Collateral Loan and Delayed
Funding Loan as if the same were fully funded) of principal due on all the Collateral Loans (other than Defaulted Loans) as of such Measurement
Date


 


“Weighted Average S&P
Recovery Rate” means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products
obtained by (a) multiplying the outstanding Maximum Principal Balance of each Collateral Loan by its corresponding recovery rate as determined
separately for each Collateral Loan in accordance with Section 1 of Schedule D hereto, (b) dividing such sum by the Aggregate
Maximum Principal Balance of all of the Collateral Loans, and (c) rounding to the nearest tenth of a percent.


 






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“Weighted Average Spread”
means, with respect to Floating Rate Obligations (in each case excluding Defaulted Loans), as of any date, the number obtained by:


 


(x)            summing
(i) the sum of the products obtained by multiplying the excess of the cash-pay portion of the interest rate payable on such Collateral
Loan (plus for any Collateral Loan, any other fees (such as anniversary fees, commitment fees, etc.) that are contractually required
to be paid) (such rate stated as a per annum rate) over LIBOR as then in effect (which spread or excess may be expressed as a negative
percentage) by the Principal Balance of each Collateral Loan as of such date and (ii) the sum of the products obtained by multiplying,
with respect to each such Collateral Loan that is a Revolving Collateral Loan or a Delayed Funding Loan, the related commitment or undrawn
fee as of such date by the Exposure Amount of each such Collateral Loan as of such date; and


 


(y)           dividing such sum by the Aggregate Principal Balance plus the Exposure Amount of all such Collateral Loans, and rounding
the result up to the nearest 0.001%; provided that, if the foregoing amount is less than the S&P Minimum Floating Spread,
then all or a portion of the Weighted Average Spread Adjustment, if any, as of such date, to the extent not exceeding such shortfall,
shall be added to such result.


 


“Weighted Average Spread
Adjustment” means, as of any date, a fraction (expressed as a percentage), the numerator of which is equal to the product of
(i) the excess, if any, of the Weighted Average Coupon for such date over 7.0% and (ii) the Aggregate Principal Balance plus the
Exposure Amount of all Fixed Rate Obligations (in each case excluding Defaulted Loans), and the denominator of which is the Aggregate
Principal Balance plus the Exposure Amount of all Floating Rate Obligations as of such date (in each case excluding Defaulted Loans).
In computing the Weighted Average Spread Adjustment on any Measurement Date, the Weighted Average Coupon for such date shall be computed
as if the Weighted Average Coupon Adjustment was equal to zero.


 


“Write-Down and Conversion
Powers” means:


 


(a)            with respect to any Bail-In Legislation described in the EU Bail-In Legislation Schedule, the powers described as such in relation
to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and


 


(b)           
with respect to the United Kingdom, any powers under the UK Bail-In Legislation to cancel, reduce, modify or change the form of
a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of
that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument
is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers
under that UK Bail-In Legislation that are related to or ancillary to any of those powers.


 


“Zero Coupon Loan”
means a Collateral Loan that at the time of acquisition does not by its terms provide for periodic payments of interest in Cash.


 






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Section 1.2           
Accounting Terms and Determinations and UCC Terms.


 


(a)           
Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder
shall be made in accordance with GAAP as in effect from time to time.


 


(b)          
Unless otherwise specified herein and unless the context requires a different meaning, all terms used herein that are defined in
Articles 8 and 9 of the UCC are used herein as so defined.


 


Section 1.3          
Assumptions and Calculations with respect to Collateral Loans. In connection with all calculations required to be made pursuant
to this Agreement with respect to Scheduled Distributions on any Collateral Loans, or any payments on any other assets included in the
Collateral, with respect to the sale of and reinvestment in Collateral Loans, and with respect to the income that can be earned on Scheduled
Distributions on such Collateral Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions
set forth in this Section 1.3 shall be applied. The provisions of this Section 1.3 shall be applicable to any determination
or calculation that is covered by this Section 1.3, whether or not reference is specifically made to Section 1.3, unless
some other method of calculation or determination is expressly specified in the particular provision.


 


(a)           Scheduled
interest due on Collateral Loans on which payments are subject to foreign withholding taxes, will be the minimum net amount to be received
after giving effect to the maximum permitted withholding and to any “gross-up” payments required to be made by the related
Obligor pursuant to such loan’s Related Contracts.


 


(b)           Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be
in Dollars.


 


(c)           The
determination of the percentage of Total Capitalization that would be represented by a specified type of Collateral Loans will be calculated
by dividing the Aggregate Maximum Principal Balance of such specified type of Collateral Loans by Total Capitalization. For purposes
of this Section 1.3(c), a “type” of Collateral Loan shall correspond to each clause of the definition of “Concentration
Limitations” and to each reference to Current Pay Obligations in the respective provisos to the definitions of Current Pay Obligation
and Defaulted Loan.


 


(d)           Any portion of a Collateral Loan or other loan or security owned of record by the Borrower that has been assigned by the Borrower
to a third party and released from the Lien of this Agreement in accordance with the terms hereof shall no longer constitute Collateral
or a Collateral Loan hereunder.


 


(e)           For
purposes of calculating the Coverage Tests, except as otherwise specified in the Coverage Tests, such calculations will not include scheduled
interest and principal payments on Defaulted Loans unless or until such payments are actually made.


 






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(f)            
For each Due Period and as of any date of determination, the Scheduled Distribution on any Collateral Loans (other than Defaulted
Loans, which, except as otherwise provided herein, shall be assumed to have a Scheduled Distribution of zero) shall be the sum of (i)
the total amount of payments and collections to be received during such Due Period in respect of such Collateral Loans (including the
proceeds of the sale of such Collateral Loans received and, in the case of sales which have not yet settled, to be received during such
Due Period) and not reinvested in additional Collateral Loans or retained in the Collection Account for subsequent reinvestment pursuant
to Section 8.2 that, if received as scheduled, will be available in the Collection Account at the end of such Due Period and (ii)
any such amounts received in prior Due Periods that were not disbursed on a previous Quarterly Payment Date or retained in the Collection
Account for subsequent reinvestment pursuant to Section 8.2.


 


(g)          
Each Scheduled Distribution receivable with respect to a Collateral Loan shall be assumed to be received on the applicable Due
Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at
the Assumed Investment Rate. All such funds shall be assumed to continue to earn interest until the date on which they are required to
be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on
the Loans or other amounts payable pursuant to this Agreement.


 


(h)           References
in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect
to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such
calculation is made.


 


(i)            For purposes of calculating all Concentration Limitations, in the numerator of any component of the Concentration Limitations,
Defaulted Loans will be treated as having a Maximum Principal Balance equal to zero.


 


(j)            
Except as otherwise provided herein, Defaulted Loans will not be included in the calculation of the Collateral Quality Test.


 


(k)           For purposes of calculating the Coverage Tests, the Collateral Quality Test and the Concentration Limitations, capitalized or deferred
interest (and any other interest that is not paid in cash) on Collateral Loans will be excluded other than any capitalized or deferred
interest that is acquired using Principal Proceeds or the proceeds of any Borrowing.


 


(l)            References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include
references to the Borrower’s receipt by contribution from the Seller of such Collateral Loan. Portions of the same Collateral Loan
acquired by the Borrower on different dates (whether through purchase or receipt by contribution thereof, but excluding subsequent draws
under Revolving Collateral Loans or Delayed Funding Loans) will, for purposes of determining the purchase price of such Collateral Loan,
be treated as separate purchases on separate dates (and not a weighted average purchase price for any particular Collateral Loan).


 


(m)           For
purposes of calculating the Weighted Average Spread or Weighted Average Coupon, (i) a Collateral Loan that is a Step-Down Loan will be
treated as having the lowest per annum interest rate or spread over the applicable index or benchmark rate over the remaining maturity
of such Collateral Loan and (ii) a Collateral Loan that is a Step-Up Loan will be treated as having the then current per annum interest
rate or spread over the applicable index or benchmark rate.


 






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(n)           For purposes of calculating compliance with any tests under this Agreement (including without limitation the Coverage Tests, the
Collateral Quality Test, Senior Advance Rate Test and the Concentration Limitations), the trade date (and not the settlement date) with
respect to any acquisition or disposition of a Collateral Loan or Eligible Investment shall be used to determine whether and when such
acquisition or disposition has occurred.


 


(o)           For
purposes of calculating the Principal Collateralization Amount and the Investment Criteria Adjusted Balance, Discount Loans shall be
allocated so as to result in the lowest possible calculation of the Principal Collateralization Amount and the Investment Criteria Adjusted
Balance.


 


(p)           For
the avoidance of doubt, neither a failure to satisfy the Eligibility Criteria upon the acquisition of a debt obligation nor a breach
of Section 5.12 shall occur solely as a result of any property of an Obligor being subject to a Lien imposed by law, such as materialmen’s,
warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising
by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith.


 


(q)           Any
use of “material” or “materially” or words of similar meaning in this Agreement shall mean material to the ability
of the Borrower or the Services Provider to perform its obligations under the Loan Documents or to the rights and remedies of the Secured
Parties under the Loan Documents.


 


(r)            For
purposes of this Agreement, an Event of Default shall be deemed to be continuing until it is waived in accordance with Section 12.5.
In the event that the Borrower or the Services Provider notifies the Administrative Agent that the occurrence which caused any Event
of Default has been cured, the Administrative Agent shall notify the Lenders, and the Administrative Agent and the Lenders will consider,
investigate and determine the sufficiency of such cure and notify the Borrower and the Services Provider within a reasonably prompt period
of time as to whether such Event of Default will be waived by the Administrative Agent and the Majority Lenders in accordance with Section
12.5.


 


(s)           For purposes of this Agreement, any Lender may, by notice to the Administrative Agent, divide its Loans, Revolving Loans and/or
Undrawn Commitments into separate amounts to reflect participations or other arrangements and, solely for purposes of counting towards
any decision or vote by such Lender, require those separate amounts to be counted separately in that decision or vote.


 


Section
1.4            Cross-References;
References to Agreements. “Herein”, “hereof” and other words of similar import refer to this Agreement as
a whole and not to any particular Article, Section or other subdivision. Unless otherwise specified, references in this Agreement to
any Article, Section, Schedule or Exhibit are references to such Article or Section of, or Schedule or Exhibit to, this Agreement, and
references in any Article, Section, Schedule or definition to any subsection or clause are references to such subsection or clause of
such Article, Section, Schedule or definition. Unless otherwise specified, all references herein to any agreement or instrument shall
be interpreted as references to such agreement or instrument as it may be amended, supplemented or restated from time to time in accordance
with its terms and the terms of this Agreement and the other Loan Documents. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”.


 






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Section 1.5            
Reference to Secured Parties.


 


(a)            In
each case herein where any payment or distribution is to be made or notice is to be given to the “Secured Parties”, (i) such
payments and distributions in respect of the Lenders shall be made to the Collateral Agent and (ii) such notices in respect of the Lenders
shall be made to the Administrative Agent.


 


(b)           Any reference herein to notice or other delivery to be provided to S&P shall no longer be applicable if S&P is no longer
rating any Loans (whether or not so specified herein).


 


ARTICLE
II



THE LOANS


 


Section
2.1            The
Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article
III:


 


(a)           each
Revolving Lender severally agrees to make loans to the Borrower (each, a “Revolving Loan”) from time to time on any
Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal
amount at any one time outstanding up to but not exceeding (i) such Lender’s Revolving Commitment and (ii) as to all Lenders, the
Total Revolving Commitment at such time; and


 


(b)          
each Term Lender severally agrees to make loans to the Borrower (each, a “Term Loan”) on the Initial Borrowing
Date in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment
and (ii) as to all Term Lenders, the Total Term Commitment at such time.


 


Within such limits and subject
to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1
and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed.


 


Each Revolving Lender severally
agrees, on the last day of the Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) or (d) of the
definition thereof) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to
its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving
Loan is made (such Revolving Loan, the “Future Funding Reserve Loan”), but only to the extent that its Percentage Share
does not exceed its Undrawn Commitment. The Borrower shall deposit the proceeds of such Loans in the Future Funding Reserve Account such
that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount.


 






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Section
2.2            Making
of the Loans.


 


(a)           If
the Borrower desires to request a Borrowing it shall give the Agents a written notice in substantially the form set forth on Exhibit
B hereto (each, a “Notice of Borrowing”), which Notice of Borrowing shall promptly be sent by the Administrative
Agent to each Revolving Lender not later than 2:00 p.m. (New York City time) at least three (3) Business Days prior to the day of the
requested Borrowing.


 


(b)           Each
Notice of Borrowing shall be dated the date the request for the related Borrowing is being made, signed by an Authorized Officer of the
Borrower and otherwise be appropriately completed. The proposed Borrowing Date specified in each Notice of Borrowing shall be (i) in
the case of the Term Loans, the Initial Borrowing Date and (ii) in the case of the Revolving Loans, a Business Day falling during the
Commitment Period.


 


(c)           The amount of the Borrowing requested in each Notice of Borrowing (the “Requested Amount”) shall be equal to
(i) in the case of a Borrowing of Revolving Loans, at least $250,000 and integral multiples of $1,000 in excess thereof (or, if less,
the aggregate Undrawn Commitments) and (ii) in the case of a Borrowing of Term Loans, the Total Term Commitment.


 


(d)           Notices
of Borrowing shall be irrevocable.


 


(e)           Each
Lender shall, not later than 1:00 p.m. (New York City time) on each Borrowing Date in respect of the Revolving Loan to be funded by it
hereunder, make its Percentage Share of the applicable Requested Amount available to the Borrower by disbursing such funds in Dollars
to an account specified by the Borrower in the Notice of Borrowing.


 


(f)            The
failure of any Lender to fund any Loan on a Borrowing Date hereunder shall not relieve any other Lender of any obligation hereunder to
fund any Loan on such date. Notwithstanding the foregoing and any other provision to the contrary contained herein, if any Revolving
Lender shall have failed to fund its Percentage Share of a previously requested Revolving Loan on the applicable date of Borrowing and
the Borrower provides a new Notice of Borrowing as a result of such failure to fund, then, in each such case, if necessary to make such
Borrowing, the Borrower shall be permitted a single additional Revolving Loan without regard to the minimum funding limit set forth herein.


 


Section 2.3           
Evidence of Indebtedness; Notes.


 


(a)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to it and resulting from the Loans made by such Lender to the Borrower, from time to time, including the amounts of principal and interest
thereon and paid to it, from time to time hereunder. Notwithstanding any provision herein to the contrary, the parties hereto intend that
the Loans made hereunder shall constitute a “loan” and not a “security” for purposes of Section 8-102(15) of the
UCC.


 






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(b)           The
Administrative Agent shall maintain, in accordance with its usual practices, accounts in which it will record (i) the amount of each
Loan made hereunder to the Borrower, (ii) the amount of any principal due and payable or to become due and payable from the Borrower
to each Lender hereunder and (iii) the amount of any principal sum paid by the Borrower hereunder and each Lender’s share thereof.


 


(c)            The
entries maintained in the accounts maintained pursuant to clauses (a) and (b) of this Section 2.3 shall, absent manifest error,
be prima facie evidence of the existence and amounts of the Loans therein recorded; provided that the failure of the Administrative
Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement. In the event of a conflict between the entries maintained by a Lender and those
maintained by the Administrative Agent, the records of the Administrative Agent shall control.


 


(d)           Any Lender may request that its Loans to the Borrower be evidenced by a Note. In such event, the Borrower shall promptly prepare,
execute and deliver to such Lender a Note (or Notes) payable to such Lender (or, if requested by such Lender, to such Lender and its registered
assigns). Thereafter, to the extent reflected in the Register, the Loans of such Lender evidenced by such Note and interest thereon shall
at all times (including after any assignment pursuant to Section 12.6) be represented by one or more Notes payable to such Lender
(or registered assigns pursuant to Section 12.6), except to the extent that such Lender (or registered assignee) subsequently returns
any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses (a) and (b) of this Section
2.3. At the time of any payment or prepayment in full of the Loans evidenced by any Note, such Note shall be surrendered to the Administrative
Agent promptly (but no more than five Business Days) following such payment or prepayment in full. Any such Note shall be cancelled and
shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note. If requested by any Lender in
writing, the Borrower shall obtain a CUSIP or other loan identification number requested by such Lender that is customary for the nature
of the Loans made hereunder.


 


Section 2.4          
Maturity of Loans. Each Loan shall mature, and the principal amount thereof shall be due and payable, on the Stated Maturity.


 


Section 2.5     
        Interest Rates.


 


(a)            The Loans shall be Eurodollar Rate Loans, except as otherwise provided in this Agreement, including without limitation, in clause
(i) of the definition of “Applicable Rate” and Sections 11.1 and 11.2.


 


(b)           The
Loans shall bear interest on the unpaid principal amount thereof, for each day such Loan is outstanding during each Interest Period applicable
thereto, at a rate per annum equal to the Applicable Rate with respect thereto. Such interest shall be payable for each Interest Period
on the Quarterly Payment Date immediately following the end of such Interest Period and on the Stated Maturity and as otherwise set forth
herein.


 






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(c)           In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount
of the Loans, and, to the extent permitted by Applicable Law, overdue interest in respect of all Loans, shall bear interest for each day
at the annual rate of the sum of (i) the Applicable Rate for such Loan for such day plus (ii) two percent (the “Post-Default
Rate” for such Loan).


 


(d)           The
Administrative Agent shall determine each interest rate applicable to the Loans hereunder for any Interest Period or portion thereof
pursuant to this Section 2.5 and the related definitions; provided that the relevant CP Lender, its Program Manager or
its funding agent, as applicable, shall determine and announce to the Administrative Agent the Cost of Funds Rate for each Loan that
is made by a CP Lender and to which the Cost of Funds Rate applies, such determination to be conclusive absent manifest error. The Administrative
Agent shall give prompt notice to the Borrower and the participating Lenders of each rate of interest so determined, and its determination
thereof shall be conclusive in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, the Collateral
Agent or any Lender, deliver to the Borrower, the Collateral Agent or such Lender, as the case may be, a statement showing the quotations
and demonstrating the calculations used by the Administrative Agent or the relevant CP Lender, its Program Manager or its funding agent,
as applicable, in determining any interest rate pursuant to this Section 2.5.


 


(e)           The
Administrative Agent agrees to use its best efforts to obtain quotations of LIBOR as contemplated by Section 2.5(d) and the definition
of “London Interbank Offered Rate”. If the Administrative Agent does not obtain a timely quotation, the provisions of Section
11.1 shall apply.


 


(f)            The
Administrative Agent shall provide notice to the Borrower, the Collateral Agent, the Collateral Administrator and the Lenders of any
and all LIBOR rate sets on the date that any such rate set is determined. Each CP Lender, its Program Manager or its funding agent, as
applicable, shall notify the Administrative Agent of the Cost of Funds Rate for each Loan that is made by such CP Lender and to which
the Cost of Funds Rate applies on or prior to the related Calculation Date in connection with the provision of its invoice or otherwise
upon written request. The Cost of Funds Rate for each CP Lender shall be calculated, for each day during the period between the date
of such notice and the last day of each Interest Period (the “Estimate Period”), on the basis of such CP Lender’s
good faith estimate of its funding costs for such Estimate Period, and the amount of interest payable to such CP Lender in respect of
the following Interest Period shall be increased by the amount, if any, by which interest at the actual Cost of Funds Rate for such CP
Lender for such Estimate Period exceeds the amount estimated or shall be decreased by the amount, if any, by which the amount of interest
at the estimated Cost of Funds Rate for such Estimate Period exceeds the amount of interest accrued at the actual Cost of Funds Rate.
However, on the Stated Maturity, any such increase or decrease that would be due pursuant to the preceding sentence shall instead be
settled and paid on the Stated Maturity. Each CP Lender, its Program Manager or its funding agent, as applicable, shall supply a reconciliation
of such amounts as provided in this Section 2.5(f) for each such period to the Administrative Agent and, absent manifest error,
such reconciliation shall be conclusive and binding on all parties hereto. The interest rate payable to a CP Lender shall reflect proportionately
the different sources of funding used during each Interest Period by such CP Lender to finance its outstanding Loans.


 






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Section 2.6           
Commitment Fees.


 


(a)           Commitment
Fees Payable. The Borrower shall, subject to Section 11.5(b)(ii)(y), pay to the Revolving Lenders pursuant to Section 6.4
or 9.1, as applicable, ratably in proportion to their respective Percentage Shares, a commitment fee (a “Commitment
Fee”) accruing for each day during each Interest Period:


 


(i)            
prior to the closing date of the firstany
Permitted Securitization:


 


(A)        
from and including the ClosingThird
Amendment Effective Date to but excluding the date that is six months after the ClosingThird
Amendment Effective Date, at a per annum rate equal to 0.50% of the undrawn amount of the Total Revolving Commitment as of
the end of such day; and


 


(B)         
thereafter for each remaining day in the Commitment Period, at a per annum rate equal to the Initial
Commitment Fee Rate multiplied by0.75% of
the undrawn amount of the Total Revolving Commitment as of the end of such day; and


 


(ii)           
on and after the closing date of the firstany
Permitted Securitization:


 


(A)        
from and including the closing date of the most recent Permitted Securitization to but excluding the date that is six months after
such closing date, at a per annum rate equal to 0.50% of the undrawn amount of the Total Revolving Commitment as of the end of such day;


 


(B)          from
and including the date that is six months after such closing date to but excluding the date that is twelve months after such closing date,
at a per annum rate equal to 0.75% of the undrawn amount of the Total Revolving Commitment as of the end of such day;
and


 


(B)        
(C) thereafter for each remaining day in the Commitment Period, at a per
annum rate equal to 1.000.75%
of the undrawn amount of the Total Revolving Commitment as of the end of such day;


 


provided that upon the
closing date of a subsequent Permitted Securitization, the foregoing calculation in clause (a)(ii) shall be reset and such Permitted
Securitization shall be deemed to be the most recent Permitted Securitization for purposes of such calculation; provided, further
that if the Revolving Commitment of any Revolving Lender is reduced as the result of a Bail-In Action, the Commitment Fee payable to
such Revolving Lender shall be calculated based on its Revolving Commitment as so reduced.


 


The Commitment Fees shall be
payable quarterly in arrears on the Quarterly Payment Date immediately following each Interest Period for which such fees accrue as provided
in the Priority of Payments and shall be calculated by the Administrative Agent pursuant to Section 2.10.


 






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(b)           Fees Non-Refundable. All fees set forth in this Section 2.6 shall be deemed to have been earned on the date such
payment is due in accordance with the provisions of this Agreement and shall be non-refundable. The obligation of the Borrower to pay
such fees in accordance with the provisions of this Agreement shall be binding upon the Borrower and shall inure to the benefit of the
Revolving Lenders regardless of whether any Revolving Loans are actually made.


 


Section 2.7          
Reduction of Commitments; Conversion; Prepayments.


 


(a)           Reduction
and Termination.


 


(i)            
The Total Revolving Commitment (and the Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m.
(New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans on the Initial Borrowing Date as set
forth in Section 2.1, the amounts of the Total Term Commitment shall be reduced to zero.


 


(ii)           The
Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments)
the Total Revolving Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”)
upon not less than two Business Days’ prior notice to the Revolving Lenders, S&P and the Administrative Agent, which notice
shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment shall be reduced by the
Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments if all
amounts in respect of the Revolving Loans and all other Obligations with respect thereto due under this Agreement and the other Loan
Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such
notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case
of a reduction in full, shall terminate) the Revolving Commitments of each Revolving Lender on the date specified in such notice and
(3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment
below the aggregate principal amount of the Revolving Loans at such time.


 


(iii)        
The Total Revolving Commitment (and the Revolving Commitment of each Lender), once terminated or reduced may not be reinstated.


 


(iv)          
The Borrower will not reduce the Total Revolving Commitment if, after giving effect to such reduction or termination, such reduction
would result in a Commitment Shortfall.


 


(b)          
Conversion of Revolving Loans to Term Loans.


 


(i)            
At any time during the Commitment Period, the Administrative Agent may request (with notice to the Borrower and the Services Provider)
that any portion (such portion, the “Requested Conversion Portion”) of the outstanding Revolving Loans be converted
to a term loan equal to such Requested Conversion Portion.


 






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(ii)           
If, on a proposed Conversion Date, the Borrower has given its prior written consent, such consent to be given in the Borrower’s
sole discretion, to conversion of the Requested Conversion Portion into a Term Loan as of a such Conversion Date, then, on such Conversion
Date, (A) the outstanding principal amount of the applicable Revolving Lender’s Revolving Loans shall be reduced by the Requested
Conversion Portion and the amount of such reduction shall be converted into a Term Loan equal to such Requested Conversion Portion and
(B) the Revolving Commitments of such Lender shall be permanently reduced by such Requested Conversion Portion.


 


(iii)          For
all purposes hereunder, the Revolving Loans converted on each Conversion Date shall, as of such date, constitute and be referred to and
treated for all purposes as a Term Loan hereunder. Any converting Lender and the Borrower shall cooperate to evidence the repayment and
cancellation of any related Note evidencing such Lender’s Revolving Loans (or portion thereof) being converted into a Term Loan,
as well as the issuance of any related Note evidencing the Term Loans pursuant to Section 2.3(d).


 


(iv)          The
Borrower will not convert any Revolving Loans to Term Loans if, after giving effect to such conversion, a Commitment Shortfall would
exist.


 


(c)           Prepayments
on Quarterly Payment Dates. On each Quarterly Payment Date, the Loans will be prepaid to the extent required under the Priority of
Payments. To the extent designated by the Borrower in writing to the Administrative Agent, each such prepayment of Revolving Loans shall
result in a permanent reduction (or termination, as applicable) of the Revolving Commitments.


 


(d)           Other
Prepayments. Subject to the requirements that after giving effect to the proposed prepayment and/or redemption (x) there will be
sufficient funds in the Collection Account to make all payments described in clauses (A) through (C) of Section 9.1(a)(i) on the
next Quarterly Payment Date and (y) there is no Commitment Shortfall, on any Business Day:


 


(i)            
the Borrower may (A) upon at least two Business Days’ notice (which notice shall contain a certificate of an Authorized
Officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.7(d) with respect to
such proposed prepayment) to the Agents and S&P, prepay all or any portion of the Loans then outstanding, without penalty or premium,
by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the Collection
Account constituting Principal Proceeds) together with accrued interest (including any accrued and unpaid interest amounts) and Commitment
Fees, if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds)
and any amount due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds);
provided that any prepayments of Loans made pursuant to this clause (A) shall (x) result in the reduction and, as applicable,
termination, of the Revolving Commitments on a dollar-for-dollar basis and (y) be allocated between the Revolving Loans and the Term
Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a
pro rata basis; and (B) on any Business Day during the Reinvestment Period, if each Coverage Test is satisfied, or if not satisfied,
maintained or improved, after giving effect thereto, upon at least two Business Days’ notice to the Agents, prepay all or any portion
of the Revolving Loans then outstanding by paying the principal amount to be prepaid (from amounts on deposit in the Collection Account
constituting Principal Proceeds) together with accrued interest and Commitment Fees, if applicable, thereon to the date of prepayment
(from amounts on deposit in the Collection Account constituting Interest Proceeds) and any amounts due pursuant to Section 2.9
(from amounts on deposit in the Collection Account constituting Principal Proceeds); provided that any prepayments of the Revolving
Loans made pursuant to this clause (B) shall not result in any reduction in the Revolving Commitments at such time and such prepaid amounts
under the Revolving Loans may be re-borrowed in accordance with the terms of this Agreement;


 






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(ii)              Each notice of such prepayment and/or redemption shall be effective upon receipt and shall be dated the date such notice is being
given, signed by an Authorized Officer of the Borrower. Each prepayment and/or redemption of any Loans by the Borrower pursuant to this
Section 2.7(d) shall in each case be in a principal amount of at least $250,000 or a whole multiple of $1,000 in excess thereof
or, if less, the entire outstanding principal amount of such Loans. If a notice of such prepayment and/or redemption is given by the Borrower,
the Borrower shall make such prepayment and/or redemption and the payment amount specified in such notice shall be due and payable on
the date specified therein. Each prepayment and redemption pursuant to this Section 2.7(d) shall be subject to Section 2.9.
All prepayments and redemptions of Loans pursuant to this Section 2.7(d) shall be applied in accordance with the procedures set
forth in Section 2.7(g) and shall not be subject to the Priority of Payments.


 


(e)              Upon
receipt of a notice of reduction or prepayment and/or redemption from the Borrower pursuant to Section 2.7(a)(ii) or 2.7(d),
the Administrative Agent shall promptly notify each Lender, of the contents thereof and of such Lender’s ratable share (if any)
of such reduction, prepayment or redemption, as applicable, and such notice shall thereafter be revocable by the Borrower no later than
2:00 p.m. (New York City time) one Business Day before the date set forth by the Borrower in the applicable notice of reduction or prepayment
as the reduction or prepayment and/or redemption date. Upon the expiration of such time period, the notice of reduction or prepayment
and/or redemption shall be irrevocable; provided that any such notice may provide that repayment and/or redemption shall be subject
to and contingent on the consummation of alternative financing.


 


(f)               The
Term Loans, once prepaid, cannot be reborrowed.


 


(g)              Except
as provided in clause (d) above, all reductions of the Revolving Commitments shall be applied to the Revolving Commitments of each Revolving
Lender, ratably in accordance with their relevant applicable Percentage Shares, and all prepayments of the Loans shall be applied to
the outstanding principal amount of the Revolving Loans and Term Loans of each applicable Lender on a pro rata basis.


 


(h)              The
Borrower may effect a prepayment of all or any portion of the Loans then outstanding pursuant to Section 2.7(d) from the proceeds
of the sale of Collateral Loans in connection with a Permitted Securitization. The Borrower may effect a Permitted Distribution from
the proceeds of the sale of Collateral Loans in connection with a Permitted Securitization if the Borrower has first effected a prepayment
of a portion of the Loans then outstanding from such proceeds pursuant to Section 2.7(d) in an amount sufficient to satisfy the
requirements of sub-clause (x) of clause (b) of the definition of Permitted Distribution.


 






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Section 2.8           
General Provisions as to Payments.


 


(a)              The
failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation
to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall
be responsible for the failure of any other Lender to make a Loan to be made by such other Lender.


 


(b)              Except
as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents
in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority
of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including,
but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person
entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately
available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section
12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall
be made not later than 1:00 p.m. (New York City time) on the date when due.


 


(c)              The
Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral
Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans
or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the
next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall
be the immediately preceding Business Day. If the date for any payment of principal is extended, by operation of law or otherwise, interest
thereon shall be payable for such extended time.


 


Section 2.9            Funding
Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment
Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked
as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof
has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such
event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar
Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day
other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including
those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being
repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment,
but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such
Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount,
if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such
Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by
such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing
and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.


 






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Section 2.10         
Computation of Interest and Fees. Except as otherwise expressly provided herein, interest and fees payable pursuant to this
Agreement shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day
but excluding the last day except in the case of interest or fees calculated on the basis of an Interest Period). All amounts payable
hereunder shall be paid in Dollars.


 


Section 2.11         
No Cancellation of Indebtedness. Notwithstanding anything to the contrary herein, no Loan may be cancelled, surrendered,
abandoned or forgiven except for payment as provided herein.


 


ARTICLE
III



CONDITIONS TO BORROWINGS


 


Section 3.1            Effectiveness
of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by
the Administrative Agent and each Lender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the
relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory
to the Administrative Agent:


 


(a)              The
Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each
of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties
thereto.


 


(b)              The
Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents
to such filing by the Collateral Agent or the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent
reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other
Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of
any Person in the Collateral previously granted by the Borrower or any other transferor.


 


(c)              The
Agents shall have received legal opinions (addressed to each of the Secured Parties from (i) Latham & Watkins LLP, counsel to the
Borrower, the Services Provider, the Retention Holder and the Seller (including, without limitation, true sale opinions), (ii) Nixon
Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian (iii) Eversheds Sutherland (US) LLP, counsel
to the Services Provider and the Retention Holder, (iv) Holland & Knight LLP, counsel to the Document Custodian, and (v) Morris,
Nichols, Arsht & Tunnell LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and
its counsel shall reasonably request.


 






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(d)              The
Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been
established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be
in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant
to Section 8.3 shall have been so deposited.


 


(e)              The
Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of “AA”.


 


(f)               The
Borrower shall have paid (i) the fees to be received by Société Générale (or any designated Affiliate) on
the Closing Date pursuant to the Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents,
the Lenders, S&P, respective legal counsel and each other Person payable as agreed by the parties hereto, in connection with the
preparation, execution and delivery of this Agreement and the other Loan Documents.


 


(g)              The
Agents shall have received a certificate of an Authorized Officer of the Borrower:


 


(i)               to
the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent,
all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth
in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred
and is continuing;


 


(ii)              certifying
as to and attaching (A) its Constituent Documents; (B) the incumbency and specimen signature of each of its Authorized Officers authorized
to execute the Loan Documents to which it is a party; and (C) a good standing certificate from its state or jurisdiction of incorporation
or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would
reasonably be expected to have a Material Adverse Effect; and


 


(iii)              certifying
that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging
agreements or currency hedging agreements.


 






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(h)              The
Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller:


 


(i)               to
the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller,
respectively, set forth in each of the Loan Documents are true and correct in all material respects; and


 


(ii)              certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors,
designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions
contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan
Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or
organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified
would reasonably be expected to have a Material Adverse Effect.


 


(i)                If
requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other
loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder.


 


(j)               The
Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency
and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party.


 


(k)              The
Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization,
approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of
counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the
Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization,
approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except
as have been given.


 


(l)               The Borrower shall have provided to each Lender, the Administrative Agent, the Custodian, the Document Custodian and the Collateral
Agent any documentation and other information requested in connection with applicable “know your customer” and anti-money-laundering
rules and regulations, including the PATRIOT Act.


 


(m)             At
least five (5) days prior to the Closing Date, if the Borrower or Services Provider qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such party shall be delivered.


 






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Section 3.2           
Borrowings and Issuance. The obligation of any Revolving Lender to make its initial Revolving Loan on the occasion of the
initial Borrowing is subject to the satisfaction of the following conditions (provided, however, that in the event the Revolving
Lender makes its initial Revolving Loan, such conditions will be deemed to be satisfied or waived, as applicable):


 


(a)              The
Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (w) the grant of security pursuant
to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral
Agent on the Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such Collateral in accordance with Section
8.7 to the Custodian or the Document Custodian, as applicable, shall have been effected, (y) the Borrower (or the Services Provider
on behalf of the Borrower) will deliver copies of all Related Contracts for such Collateral in its possession to the Document Custodian
in accordance with Sections 5.26 and 14.1(b) and (z) all other actions, recordings and filings that the Administrative
Agent may deem necessary or desirable in order to perfect the Liens created by the Granting Clause have been taken.


 


(b)              The
Agents shall have received a certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule
listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect that, (1) in the case of each item of
Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof on or prior to
the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of
any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Initial Borrowing Date; (x) the
Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause
(w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest
has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower
has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon the Grant
by the Borrower of a security interest in the Collateral pursuant to the Granting Clause and upon the delivery of Collateral that is
required to be delivered to the Collateral Agent hereunder, the filing of all UCC-1 financing statements as are necessary to perfect
the interests of the Secured Parties in the Collateral and the execution of the Account Control Agreement, the Collateral Agent shall
have a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted
by this Agreement and (2) immediately before and after giving effect to the Borrowings, the Overcollateralization Ratio Test shall be
satisfied (as demonstrated in a writing attached to the certificate of the Services Provider).


 


(c)              The
Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that:


 


(i)               the
Closing Date Portfolio Condition is satisfied;


 


(ii)              immediately after giving effect to the Borrowings to be made on the Initial Borrowing Date (on a pro forma basis) the aggregate
outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on the Initial Borrowing
Date;


 


(iii)             immediately
before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the making of
such Revolving Loans;


 






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(iv)             the
representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct
in all material respects on and as of the Initial Borrowing Date (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving
effect to the making of such Loans;


 


(v)              no
law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no
litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with
respect to any threatened litigation, seeks to enjoin, prohibit or restrain the making or repayment of the Loans or the consummation
of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; and


 


(vi)             each
of the Loan Documents is in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider,
in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually
or in the aggregate with other affected provisions, to the interests of any of the Lenders).


 


(d)              The
Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender
shall have reasonably requested; provided that sufficient notice of such request has been given to the Borrower (though nothing
herein shall impose an obligation on any Agent to make any such request).


 


Section 3.3            Borrowings
and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction
of the following conditions:


 


(a)              
the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;


 


(b)              
immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded
on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall
not exceed the Total Revolving Commitment as in effect on such Borrowing Date and (ii) the Senior Advance Rate Test shall be satisfied;


 






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(c)              
no Commitment Shortfall shall exist after giving effect to such Borrowing;


 


(d)              
except in the case of Revolving Loans obtained to fund Unfunded Amounts;


 


(i)               immediately
before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding
of such Loan;


 


(ii)              the
representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct
in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving
effect to the funding of such Loan;


 


(iii)             no
law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no
litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with
respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation
of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;


 


(iv)             each
of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services
Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material,
individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and


 


(v)              immediately
after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as certified in a writing attached to such
Notice of Borrowing).


 


ARTICLE
IV






REPRESENTATIONS AND WARRANTIES OF THE BORROWER


 


In order to induce the Administrative
Agent and each of the Lenders which may become a party to this Agreement to make the Loans, the Borrower makes the following representations
and warranties as of the Closing Date. Such representations and warranties shall survive the effectiveness of this Agreement, the execution
and delivery of the other Loan Documents, the making of the Loans.


 


Section 4.1            Existence
and Power. The Borrower is an limited liability company duly formed and validly existing and in good standing under the laws of the
state of Delaware. Each of the Borrower’s chief place of business, its chief executive office and the office in which the Borrower
maintains its books and records are located in the address set forth on the signature pages hereof. The Borrower has all powers and all
material governmental licenses, authorizations, consents and approvals required to own its property and assets and carry on its business
as now conducted or as it presently proposes to conduct it, and has been duly qualified and is in good standing (as applicable) in every
jurisdiction in which the failure to be so qualified and/or in good standing is likely to have a Material Adverse Effect.


 






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Section 4.2            Power
and Authority. The Borrower has the power and authority to execute, deliver and carry out the terms and provisions of each of the
Loan Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and the performance of
such Loan Documents to which it is a party. The Borrower has duly executed and delivered each such Loan Document, and each such Loan
Document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as enforceability
may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles
of equity, whether such enforceability is considered in a proceeding in equity or at law. 


Section 4.3            No
Violation. Neither the execution, delivery or performance by the Borrower of the Loan Documents to which it is a party nor compliance
by the Borrower with the terms and provisions thereof nor the consummation of the transactions among the Borrower, the Services Provider,
the Lenders and the Agents contemplated by the Loan Documents (i) will contravene in any material respect any applicable provision of
any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict,
in any material respect, with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets
of the Borrower pursuant to the terms of any indenture, agreement, lease, instrument or undertaking to which the Borrower is a party
or by which it or any of its property or assets is bound or to which it is subject (except Permitted Liens) or (iii) will contravene
the terms of any organizational documents of the Borrower, or any amendment thereof.


 


Section 4.4           
Litigation. There is no action, suit or proceeding pending against or, to the actual knowledge of a Senior Authorized Officer
of the Borrower, threatened against or adversely affecting, (i) the Borrower or the Services Provider or (ii) the Loan Documents or any
of the transactions contemplated by the Loan Documents, before any court, arbitrator or any governmental body, agency or official, in
each case, which has had or would reasonably be expected to have a Material Adverse Effect.


 


Section 4.5           
Compliance with ERISA.


 


(a)              Neither
the Borrower nor any member of its ERISA Group, if any, has any liability or obligation with respect to any Plan or any Multiemployer
Plan which has had or would reasonably be expected to have a Material Adverse Effect. The Borrower has not maintained or sponsored any
Plan or any Multiemployer Plan in the past 5 years.


 


(b)              The
assets of the Borrower are not treated as “plan assets” for purposes of 29 C.F.R. Section 2510.3-101 and Section 3(42) of
ERISA. The Borrower has not taken, or omitted to take, any action which, assuming no assets of the Lenders being used in connection with
the Loans or this Agreement are treated as “plan assets” for purposes of 29 C.F.R. Section 2510.3-101 and Section 3(42) of
ERISA, would result in the occurrence of any Prohibited Transaction in connection with the transactions contemplated hereunder.


 


Section 4.6           
Environmental Matters.


 


(a)              The
Borrower’s operations comply in all material respects with all applicable Environmental Laws;


 


(b)              None
of the Borrower’s operations is the subject of a federal or state investigation evaluating whether any remedial action, involving
expenditures, is needed to respond to a release of any Hazardous Substances into the environment; and


 






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(c)              The
Borrower does not have any material contingent liability in connection with any release of any Hazardous Substances into the environment.


 


Section 4.7           Taxes.
The Borrower has filed or caused to be filed all federal and other material Tax returns and reports required to be filed by it and has
paid all federal and other material Taxes required to be paid by it, except such as are being contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP have been provided.


 


Section 4.8           Full
Disclosure. (a) No written information (other than projections, other forward-looking information, information of a general economic
or general industry nature and pro forma financial information) heretofore (as of each date when this representation and warranty is
made) furnished by or on behalf of the Borrower to the Agents or any Lender for purposes of, or in connection with this Agreement or
any other Loan Document or any transaction contemplated hereby or thereby, contains any material misstatement of fact or omits to state
any material fact necessary to make the statements therein, in light of the circumstances under which such information was furnished,
not misleading (to the best knowledge of the Borrower, in the case of information obtained by the Borrower from Obligors or other unaffiliated
third parties) as of the date such information was furnished. The projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time
made, it being recognized by the Lenders that such projections and pro forma financial information as it relates to future events are
not to be viewed as fact and that actual results during the period or periods covered by such projections and pro forma financial information
may differ from the projected and pro forma results set forth therein by a material amount. 


(b)              
On the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,
the information included in the Beneficial Ownership Certification provided by the Borrower is true and correct in all respects.


 


Section 4.9           Solvency.
On the Closing Date, and after giving effect to the transactions contemplated by the Loan Documents, the Borrower will be solvent.


 


Section 4.10          Use
of Proceeds; Margin Regulations. All proceeds of the Loans will be used by the Borrower only in accordance with the provisions of
this Agreement and the other Loan Documents. No part of the proceeds of any Loan will be used by the Borrower in any manner, whether
directly or indirectly, that causes such Loan or the application of such proceeds to violate Regulations T, U or X of the Federal Reserve
Board. 


Section 4.11         Governmental
Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption
by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection
with the execution, delivery and performance of any Loan Document to which the Borrower is a party or the consummation of any of the
transactions contemplated thereby other than those that have already been duly made or obtained and remain in full force and effect or
those recordings and filings in connection with the Liens granted to the Collateral Agent under the Loan Documents, except for any order,
consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption, that, if not obtained,
would not, either individually or in the aggregate reasonably be expected to have a Material Adverse Effect. 


 






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Section 4.12       Investment
Company Act. Neither the Borrower nor the pool of Collateral is an “investment company” as defined in, or subject to
regulation under, the Investment Company Act.


 


Section 4.13       
Representations and Warranties in Loan Documents. All representations and warranties made by the Borrower in the Loan Documents
to which it is a party are true and correct in all material respects as of the date of this Agreement and as of any date that Borrower
is deemed to reaffirm the same under this Agreement (unless stated to relate solely to an earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such earlier date).


 


Section 4.14       
Ownership of Assets. The Borrower owns all of its properties and assets, of any nature whatsoever, free and clear of all
Liens, except Permitted Liens.


 


Section 4.15        No
Default. No Default exists under or with respect to any Loan Document. The Borrower is not in default under or with respect to any
material agreement, instrument or undertaking to which it is a party or by which it or any of its properties is bound in any respect,
the existence of which default has had or would reasonably be expected to have a Material Adverse Effect.


 


Section 4.16        Labor
Matters. There is no labor controversy pending with respect to or, to the knowledge of a Senior Authorized Officer of the Borrower,
threatened against the Borrower, which has had or, if adversely determined, would reasonably be expected to have a Material Adverse Effect.


 


Section 4.17        Subsidiaries/Equity
Interests. The Borrower (a) has no Subsidiaries and (b) owns no equity interest in any other entity except equity received in connection
with the exercise of remedies against an Obligor or through a restructuring of the Obligor, subject to Section 10.1(a)(iv).


 


Section 4.18        Ranking.
All Obligations, including the Obligations to pay principal of, interest on and any other amounts in respect of the Loans, constitute
senior indebtedness of the Borrower (subject to the Priority of Payments (including without limitation Sections 6.4 and 9.1)).


 


Section 4.19        Representations
Concerning Collateral.


 


(a)              
Upon each transfer of Collateral in the manner specified in Section 8.7 and after the other actions described in Section
8.7 have been taken by the appropriate parties, the Collateral Agent in accordance with Section 8.7, for the benefit of the
Secured Parties, will have a perfected pledge of and security interest in such Collateral and all proceeds thereof (subject to §
9-315(c) of the UCC), which security interest shall be prior to all other interests in such Collateral, other than certain Permitted Liens
that are prior to the security interest of the Secured Parties by operation of law or, in the case of clause (h) of the definition of
 “Permitted Liens”, by contract. No filings other than those described or referred to in Section 8.7 or any other action
other than those described in Section 8.7 will be necessary to perfect such security interest.


 






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(b)              
Immediately before giving effect to each transfer of Collateral Loans, Eligible Investments and other Collateral by the Borrower
to the Collateral Agent in accordance with Section 8.7, the Borrower will be the beneficial owner of such Collateral Loans, Eligible
Investments and other Collateral, and the Borrower will have the right to receive all Collections on such Collateral Loans, Eligible Investments
and other Collateral, in each case free and clear of all Liens, security interests and adverse claims other than Permitted Liens.


 


(c)               
All of the Obligors and administrative agents, as applicable, in respect of the Collateral Loans, or Selling Institutions in respect
of Participation Interests, have been instructed to make payments to the Collection Account.


 


Section 4.20        Ordinary
Course. Each repayment of principal or interest under this Agreement shall be (x) in payment of a debt incurred by the Borrower in
the ordinary course of business or financial affairs of the Borrower and (y) made in the ordinary course of business or financial affairs
of the Borrower.


 


Section 4.21        Compliance
with Anti-Corruption Laws and Anti-Money Laundering Laws. The Borrower represents and warrants that (a) neither it nor any of its
directors or officers, nor (to the knowledge of the Borrower) any of its Affiliates, brokers and agents acting or benefitting in any
capacity in connection with the Loans, have engaged in any activity or conduct that would breach Anti-Corruption Laws or Anti-Money Laundering
Laws and (b) it has instituted and maintains policies and procedures designed to promote and achieve compliance with Anti-Corruption
Laws and Anti-Money Laundering Laws.


 


Section 4.22       
Compliance with Sanctions. The Borrower is not, and to the knowledge of the Borrower, no Affiliate or broker or other agent
of the Borrower or its Affiliates acting or benefiting in any capacity in connection with the Loans is (i) a Sanctioned Person, or (ii)
in violation of any Sanctions, and (b) no Loan, use of proceeds or other transaction contemplated by this Agreement will result in the
violation of any applicable Sanctions by any party to this Agreement.


 


Section 4.23       Compliance with Laws. The Borrower is in compliance in all material respects with all Applicable Law except where the necessity
of compliance therewith is contested in good faith by appropriate proceedings.


 


ARTICLE
V


 


 AFFIRMATIVE
AND NEGATIVE COVENANTS OF THE BORROWER


 


The Borrower covenants and agrees
that, so long as any Lender has any Commitment hereunder or any Obligations remain unpaid, and unless the Majority Lenders shall otherwise
consent in writing:


 


Section 5.1         Information.
The Borrower will deliver (or will cause to be delivered) the following to the Agents and S&P (and the Administrative Agent shall
furnish copies thereof to each of the Lenders); provided that (1) the information described in clause (g) below will be required
to be furnished solely to the Administrative Agent for distribution to each of the Lenders and (2)(x) the Borrower will procure the delivery
by the Retention Holder of the information described in clause (h) and (y) the information described in clause (i) below will be required
to be furnished solely to the Administrative Agent for distribution to each Affected Lender:


 


(a)               
as soon as available and in any event within 60 days after the end of each fiscal quarter of each fiscal year, a balance sheet
of the Borrower as of the end of such quarter and the related statements of operations for such quarter and for the portion of the Borrower’s
fiscal year ended at the end of such quarter;


 






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(b)              
simultaneously with the delivery of each set of financial statements referred to in clauses (a) above, a certificate of the Borrower
certifying (x) that such financial statements fairly present in all material respects the financial condition and the results of operations
of the Borrower on the dates and for the periods indicated, on the basis of GAAP, subject, in the case of interim financial statements,
to normally recurring year-end adjustments and the absence of notes, and (y) that an Authorized Officer of the Services Provider has reviewed
the terms of the Loan Documents and has made, or caused to be made under his or her supervision, a review in reasonable detail of the
business and condition of the Borrower during the period beginning on the date through which the last such review was made pursuant to
this Section 5.1(b) (or, in the case of the first certification pursuant to this Section 5.1(b), the Closing Date) and ending
on a date not more than five Business Days prior to the date of such delivery and that on the basis of such financial statements and such
review of the Loan Documents, no Default has occurred and is continuing or, if any such Default has occurred and is then continuing, specifying
the nature and extent thereof and, if continuing, the action the Services Provider is taking or proposes to take in respect thereof;


 


(c)               
as soon as reasonably available and in any event within 120 days after the end of each fiscal year, a balance sheet of the Parent
as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year audited by independent
public accountants of nationally recognized standing; provided that if such audited balance sheet is not publicly available pursuant
to the last sentence of this Section 5.1, then such audited financial statements shall be due within 30 days after request by
the Administrative Agent (so long as the date of such request such date is not less than 90 days after then end of the applicable fiscal
year);


 


(d)              
as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year, a balance
sheet of the Parent as of the end of such quarter and the related statements of operations for such quarter and for the portion of the
Parent’s fiscal year ended at the end of such quarter;


 


(e)              
(i) within two Business Days after a Senior Authorized Officer of the Borrower obtains actual knowledge of any Default, if such
Default is then continuing, a certificate of such Senior Authorized Officer setting forth the details thereof and the action which the
Borrower is taking or proposes to take with respect thereto; (ii) promptly and in any event within five Business Days after a Senior Authorized
Officer obtains knowledge thereof, notice of any (x) litigation or governmental proceeding pending or actions threatened against the Borrower
or its rights in the Collateral Loans or other Collateral which have had or would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, and (y) any other event, act or condition which has had or would reasonably be expected to have
a Material Adverse Effect; and (iii) promptly after a Senior Authorized Officer of the Borrower obtains knowledge that any loan included
in the Collateral does not qualify as a “Collateral Loan,” notice setting forth the details with respect to such disqualification;


 






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(f)               
promptly upon the sending thereof, copies of all reports, notices or documents that the Borrower sends to any governmental body,
agency or regulatory authority (excluding routine filings) and not otherwise required to be delivered hereunder;


 


(g)              
promptly and in any event within 5 Business Days after a Senior Authorized Officer of the Borrower obtains actual knowledge of
any of the following events, a certificate of the Borrower, executed by a Senior Authorized Officer of the Borrower, specifying the nature
of such condition and the Borrower’s proposed response thereto: (i) the receipt by the Borrower of any written communication, whether
from a Governmental Authority, authorized citizens group, employee or otherwise, that alleges that the Borrower is not in compliance with
applicable Environmental Laws, and such noncompliance had or would reasonably be expected to have a Material Adverse Effect, (ii) the
Borrower has actual knowledge that there exists any Environmental Claim pending or threatened against the Borrower that has had or would
reasonably be expected to have a Material Adverse Effect or (iii) the Borrower has actual knowledge of any release, emission, discharge
or disposal of any Hazardous Substances that has had or would reasonably be expected to have a Material Adverse Effect;


 


(h)              
not later than the tenth Business Day after the Collateral Report Determination Date for each calendar month (or if such day is
not a Business Day, the next succeeding Business Day), a report concerning the Collateral Loans and Eligible Investments (the “Collateral
Report”); the first Collateral Report shall be delivered in September 2019 and shall be determined with respect to the Collateral
Report Determination Date occurring in September 2019; the Collateral Report for a calendar month shall contain the information with respect
to the Collateral Loans and Eligible Investments described in Exhibit D, and shall be determined as of the Collateral Report Determination
Date for such calendar month. Any calculations in connection with such Collateral Report shall be made on a trade date basis.


 


(i)                
on each Quarterly Payment Date, a Payment Date Report in accordance with Section 9.1(c);


 


(j)                 from
time to time such additional information regarding the Collateral or the financial position or business of the Borrower as the Agents,
on either their own initiative or at the request of the Majority Lenders or S&P, may reasonably request in writing;


 


(k)              
the information described in Exhibit F, at the times indicated therein, which shall be subject to adjustment with the prior
written consent of the Borrower and the Majority Lenders;


 


(l)                 (i)
     promptly following a request by any Affected Lender which is (x) received in connection with a material amendment of any Loan
Document, a confirmation of the Retention Letter from the Retention Holder or (y) for additional information which is either in the
possession of the Retention Holder or can be obtained at no material cost to the Retention Holder, such additional information as
such Affected Lender may reasonably request in order for such Affected Lender to comply with the EU Retention Requirements;


 






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(ii)                promptly
on becoming aware of the occurrence thereof, written notice of (x) any failure by the Retention Holder to hold the Retained Interest
in accordance with paragraph (a) of the Retention Letter; or (y) any failure by the Retention Holder to comply with any of its undertakings
under paragraphs (b), (c), (e), (g) or (h) of Section 3 of the Retention Letter;


 


(iii)             
on a monthly basis in each Collateral Report, a confirmation of continued compliance with the requirements set forth in the Retention
Letter; and


 


(iv)             
upon any written request therefor by or on behalf of the Borrower or any Affected Lender delivered as a result of a material change
in (x) the performance of the Loans, (y) the risk characteristics of the transaction or (z) the Collateral Loans and/or the Eligible Investments
from time to time, a certificate from an Authorized Officer of the Retention Holder confirming continued compliance with the requirements
set forth in the Retention Letter;


 


(m)              
within five Business Days of the receipt thereof, copies of any letters received from S&P in respect of credit estimates;


 


(n)              
with respect to DIP Loans and Collateral Loans with an S&P Rating of “CCC-”, promptly upon becoming aware thereof,
any information that may have a material adverse impact on the quality of such asset (as determined by the Services Provider using its
reasonable business judgment); and


 


(o)              
within five Business Days of the receipt thereof, written notice of the occurrence of an event that would permit the termination
of the Corporate Services Agreement, or the replacement of the Services Provider under the Corporate Services Agreement.


 


Documents required to be delivered
pursuant to Sections 5.1(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date on which (i) Parent posts such documents, or provides
a link thereto, on the Parent’s website on the Internet at the website address located at https://owlrock.com/overview-orcc/; or
(ii) such documents are posted on Parent’s behalf on an internet or intranet website, if any, to which each Lender and the Administrative
Agent have access (whether a commercial or third-party website); provided that the Borrower shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests such paper copies;


 


Section 5.2          Payment
of Obligations. The Borrower will pay and discharge, at or before maturity, all its respective material obligations and liabilities,
including, without limitation, any obligation pursuant to any agreement by which it or any of its properties or assets is bound and any
material Tax liabilities, except where such liabilities may be contested in good faith by appropriate proceedings, and will maintain
in accordance with GAAP appropriate reserves for the accrual of any of the same.


 






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Section 5.3         Employees.
The Borrower shall not have any employees (other than its directors and managers to the extent they are employees).


 


Section 5.4          Good
Standing. The Borrower will remain qualified to do business and in good standing (as applicable) in its jurisdiction of formation
and every other jurisdiction in which the nature of its businesses so requires, except where the failure to be so qualified and in good
standing would not reasonably be expected to have a Material Adverse Effect.


 


Section 5.5          Compliance
with Laws. The Borrower will comply in all material respects with all Applicable Law except where the necessity of compliance therewith
is contested in good faith by appropriate proceedings.


 


Section 5.6          Inspection of Property, Books and Records; Audits; Etc.


 


(a)              
The Borrower will keep proper books of record and accounts in which full, true and correct entries in all respects in accordance
with GAAP shall be made of all financial matters and transactions in relation to its business and activities, and will permit representatives
of the Administrative Agent and the Collateral Agent (in each case at the Borrower’s expense, in the case of not more than one
inspection during any fiscal year except during the continuance of an Event of Default) to visit and inspect any of its properties, to
examine and make abstracts from any of its books and records, to examine and make copies of the Related Contracts (and to discuss its
affairs, finances and accounts with its officers, employees and independent public accountants, all at reasonable times in a manner so
as to not unduly disrupt the business of the Borrower, upon reasonable prior notice to the Borrower and as often as may reasonably be
desired; provided that any expenses incurred by the Borrower hereunder shall be reasonable and documented.


 


(b)              
If requested by the Majority Lenders, the Borrower agrees that representatives of the Majority Lenders (or an independent third-party
auditing firm selected by the Majority Lenders) may (at the Borrower’s expense) conduct an audit and/or field examination of the
Borrower and the Services Provider, at reasonable times in a manner so as to not unduly disrupt the business of the Borrower or the Services
Provider, for the purpose of examining the servicing and administration of the Collateral Loans, the results of which audit and/or field
examination shall be promptly provided to the Lenders; provided that, so long as no Event of Default exists, no more than one
such audit or field examination shall be conducted during any fiscal year of the Borrower and any expenses incurred in the course of
such audit and/or field examination shall be reasonable and documented.


 


(c)              
If requested by the Administrative Agent or the Majority Lenders, the Borrower and the Services Provider shall participate in a
meeting with the Administrative Agent and the Lenders once during each fiscal year of the Borrower, to be held at a location in New York
City and at a time reasonably determined by the Borrower and the Services Provider.


 


Section 5.7          Existence. The Borrower shall do or cause to be done, all things necessary to preserve and keep in full force and effect
its existence, its material rights and its material privileges, obligations, licenses and franchises.


 






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Section 5.8          Subsidiaries;
Equity Interest. The Borrower shall not directly or indirectly own any Subsidiaries or any Equity Interest in any entity other than
as otherwise permitted pursuant to Section 4.17.


 


Section 5.9          Investments.


 


(a)              
The Borrower shall not make any investment other than in Collateral Loans or Eligible Investments; provided that the Borrower
may own Defaulted Loans and other Collateral only as permitted by the terms of this Agreement. The Borrower shall not acquire any debt
obligation unless, at the time of the commitment to acquire such debt obligation, the Eligibility Criteria are satisfied with respect
to the debt obligations so acquired. The Borrower shall not acquire or fund any debt obligations after the Reinvestment Period except
for (i) the funding of Exposure Amounts of Revolving Collateral Loans and Delayed Funding Loans that were acquired by the Borrower prior
to the end of the Reinvestment Period and (ii) the acquisition by the Borrower, of a Collateral Loan where the commitment to make such
acquisition was made prior to the end of the Reinvestment Period, so long as such commitment provided for settlement in accordance with
customary procedures in the relevant markets, but in any event for a settlement period no longer than three months following the date
of such commitment.


 


(b)              
The Borrower shall not at any time obtain or maintain title to any real property or obtain or maintain a controlling interest in
an entity that owns any real property.


 


(c)               
Reserved.


 


(d)              
The Borrower shall not commit to acquire any Collateral Loan if such acquisition would be in contravention of the terms of this
Agreement, the Sale and Contribution Agreement, the Retention Letter or any other Loan Document.


 


Section 5.10       
Restriction on Fundamental Changes.


 


(a)               
The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by Applicable Law
and unless: (i) the Majority Lenders have provided their prior written consent to such merger, consolidation, division or other reorganization;
(ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger, consolidation, division
or other reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization;
(iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have
delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger, consolidation,
division or other reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a)
relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to
be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses
of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall
have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents.


 






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(b)              
The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey,
lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed
upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property,
whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents.


 


(c)              
The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and,
in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s
prior written consent.


 


Section 5.11       
ERISA. The Borrower shall not establish any Plan or Multiemployer Plan.


 


Section 5.12       
Liens. The Borrower shall not at any time directly or indirectly create, incur, assume or permit to exist, on any of its
property, any Lien for borrowed monies or any other Lien except for Permitted Liens.


 


Section 5.13       Business Activities. The Borrower shall not engage in any business activity other than (i) the acquisition, selling and
maintenance of Collateral Loans and the ownership of equity interests permitted hereby and (ii) any other activities expressly permitted
by, contemplated by or reasonably ancillary to this Agreement and the other Loan Documents (including any collateralized loan obligation
transaction referred to in any letter agreement between the Borrower and Société Générale).


 


Section 5.14       Fiscal
Year; Fiscal Quarter. The Borrower shall not change its fiscal year or any of its fiscal quarters, without the Administrative Agent’s
prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.


 


Section 5.15        Anti-Money
Laundering and Anti-Corruption Laws; Sanctions Laws. No portion of the proceeds of
any Loan will be used, directly or, to the Borrower’s knowledge, indirectly, (a) in violation of Anti-Corruption Laws or Anti-Money
Laundering Laws, or (b) for any payment, promise to pay, or authorization of any payment (or giving of anything of value) to any governmental
official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official
capacity, in order to obtain, retain or direct business, or obtain any improper advantage, in violation of Anti-Corruption Laws. The
Borrower shall not request any Loan, and shall not (and shall procure that its Affiliates and its or their respective directors, officers,
employees and agents shall not) use the proceeds of any Loan, in each case, directly or indirectly, for (1) the purpose of funding, financing
or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country that is the subject of country-wide
or territory-wide Sanctions, in violation of Sanctions or (2) in any manner that would result in the violation of any applicable Sanctions
by any party to this Agreement.


 


Section 5.16        Indebtedness.
The Borrower shall not incur or suffer to exist any Indebtedness other than the Obligations and involuntarily incurred Contingent Obligations,
which would not reasonably be expected to have a Material Adverse Effect and which the Borrower shall use commercially reasonable efforts
to promptly resolve.


 






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Section 5.17        Use
of Proceeds. The Borrower shall use the proceeds of the Loans solely (a) for the acquisition of Collateral Loans during the Reinvestment
Period (and after the Reinvestment Period only for the acquisition of Collateral Loans committed to during the Reinvestment Period, subject
to Section 5.9), (b) to fund Exposure Amounts, (c) to pay fees and expenses incurred with the closing and execution of this Agreement
and the other Loan Documents and/or (d) to make a Permitted Parent Distribution.


 


Section 5.18        Bankruptcy
Remoteness; Separateness.


 


(a)               
Limited Purpose Entity.


 


(i)                The Borrower at all times since its formation has been, and will continue to be, a limited liability company formed under the laws
of the state of Delaware. The Borrower at all times since its formation has been, and will continue to be, duly qualified in its jurisdiction
of formation and each other jurisdiction in which such qualification was or may be necessary for the conduct of its business, except where
the failure to be so qualified in any jurisdiction would not reasonably be expected to have a Material Adverse Effect;


 


(ii)              
the Borrower at all times since its formation has complied, and will continue to comply, with its Constituent Documents and the
laws of the jurisdiction of its incorporation relating to companies formed with limited liability under the laws of the state of Delaware;


 


(iii)               all
customary formalities regarding the existence of the Borrower have been observed at all times since its formation and will continue to
be observed;


 


(iv)              the Borrower has been adequately capitalized at all times since its formation and will continue to be adequately capitalized in
light of the nature of its business; and


 


(v)              
the Borrower has not any time since its formation assumed or guaranteed, and will not assume or guarantee, the liabilities of
any other Persons (other than any (A) reimbursement obligation or indemnity in favor of its officers or directors; provided that
any such reimbursement obligation or indemnity shall be subject to the Priority of Payments (B) the assumption of the obligations in
connection with the ordinary course purchase, sale or receipt as a contribution of Collateral Loans).


 


(b)               
No Bankruptcy Filing. The Borrower is not contemplating either the filing of a petition by it under any state or federal
bankruptcy or insolvency laws of any jurisdiction or the liquidation of all or a major portion of its assets or property, and it has no
knowledge of any Person contemplating the filing of any such petition against it.


 






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(c)               
Separate Existence.


 


(i)                 At
all times since its formation, the Borrower has accurately maintained, and will continue to accurately maintain, in all material respects,
its financial statements, accounting records and other corporate documents, as applicable, separate from those of the Services Provider
and any other Person; provided, however, that if the Borrower prepares consolidated financial statements with any Affiliates,
(y) any such consolidated financial statements shall contain a note indicating the Borrower’s separateness from any such Affiliates
and indicate its assets are not available to pay the debts of such Affiliate or any other Person and (z) if the Borrower prepares its
own separate balance sheet, such assets shall also be listed on the Borrower’s own separate balance sheet. Subject to Section
5.27, the Borrower has not at any time since its formation commingled, and will not commingle, its assets with those of the Services
Provider or any other Person. The Borrower has at all times since its formation accurately maintained, in all material respects, and
will continue to accurately maintain in all material respects, its own bank accounts and separate books of account.


 


(ii)               
The Borrower has at all times since its formation paid, and will continue to pay, its own liabilities from its own separate assets.


 


(iii)               The
Borrower has at all times since its formation identified itself, and will continue to identify itself, in all dealings with the public,
under its own name and as a separate and distinct entity. The Borrower has not at any time since its formation identified itself, and
will not identify itself, as being a division or a part of any other entity (other than for U.S. federal and state tax and consolidated
accounting purposes).


 


(d)              
The Borrower will comply at all times with the provisions of its Constituent Documents relating to separateness, bankruptcy remoteness
and any similar provisions.


 


Section 5.19        Amendments,
Modifications and Waivers to Collateral Loans.


 


(a)              
In the performance of its obligations hereunder, the Borrower may enter into any amendment or waiver of or supplement to any Related
Contract; provided that (1) the prior written consent of the Majority Lenders to any such amendment, waiver or supplement shall be required
if (i) an Event of Default has occurred and is continuing or would result from such amendment, waiver or supplement, (ii) such amendment,
waiver or supplement, individually or together with all other such amendments, waivers and/or supplements, would result in a Material
Adverse Effect or (iii) such amendment, waiver or supplement constitutes a Specified Change; provided that (A) in the case of
clauses (ii) and (iii) above, if the Borrower notifies the Administrative Agent of the proposed amendment, waiver or supplement and the
Administrative Agent (at the direction of the Majority Lenders) does not object within 15 Business Days after written notice thereof
is provided to the Administrative Agent, the proposed amendment, waiver or supplement will be deemed to have been consented to by the
Administrative Agent (at the direction of the Majority Lenders) and (B) in the case of clause (iii) above, during the Reinvestment Period
such prior written consent shall not be required if (x) the relevant Collateral Loan after giving effect to the Specified Change would
be eligible to be acquired by the Borrower (without regard to the Concentration Limitations) in accordance with the terms of this Agreement
and no Default shall have occurred and be continuing.


 


(b)              
Any Collateral Loan that, as a result of any amendment, waiver or supplement thereto, ceases to qualify as a Collateral Loan, will
thereafter be deemed to be a Defaulted Loan for so long as it remains unqualified to be a Collateral Loan by the terms of this Agreement.


 






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(c)              
In the event that the Borrower enters into any amendment or waiver of or supplement to a Collateral Loan that is not consented
to by the Majority Lenders and such amendment, waiver or supplement results in the failure of the Maximum Weighted Average Life Test (but
would otherwise qualify as a Collateral Loan), such Collateral Loan will thereafter be treated as a Defaulted Loan hereunder until such
time as the Maximum Weighted Average Life Test is satisfied (provided that if, at the time of such satisfaction of the Maximum Weighted
Average Life Test, such Collateral Loan would otherwise be considered a Defaulted Loan in accordance with the terms of this Agreement
(including clause (b) above), such Collateral Loan will continue to be treated as a Defaulted Loan hereunder until such Collateral Loan
is no longer considered a Defaulted Loan in accordance with the terms of this Agreement (including clause (b) above)).


 


(d)              
In the event that the Borrower enters into any amendment or waiver of or supplement to a Collateral Loan that constitutes a Specified
Change described in clause (b) of the definition thereof), the Borrower (or the Services Provider on behalf of the Borrower) shall notify
S&P and provide available Required S&P Credit Estimate Information and any other available information S&P reasonably requests
with respect thereto via email to CreditEstimates@spglobal.


 


Section 5.20       
Hedging.


 


(a)              
The Borrower may, at any time and from time to time, enter into any Interest Hedge Agreements (subject in each case to the prior
written consent of the Majority Lenders and with notice to S&P of such Interest Hedge Agreement). The Borrower will not amend or replace
any Interest Hedge Agreement unless the Rating Condition shall have been satisfied in connection with such amendment or replacement and
the Majority Lenders have provided their prior written consent thereto. The Borrower (or the Services Provider on behalf of the Borrower)
shall promptly provide written notice of entry into, and the amendment or replacement of, any Interest Hedge Agreement to the Agents and
the Lenders. Notwithstanding anything to the contrary contained herein, the Borrower (or the Services Provider on behalf of the Borrower)
shall not enter into any Interest Hedge Agreement (A) unless it obtains written advice of counsel that (1) the written terms of the derivative
directly relate to the Collateral Loans and (2) such derivative reduces the interest rate and/or foreign exchange risks related to the
Collateral Loans and the Loans and (B) that would cause the Borrower to be considered a “commodity pool” as defined in Section
1a(10) of the Commodity Exchange Act unless (i) the Services Provider, and no other party, including but not limited to the Collateral
Agent, the Custodian and the Administrative Agent, is registered as a “commodity pool operator” as defined in Section 1(a)(11)
of the Commodity Exchange Act and “commodity trading advisor” as defined in Section 1(a)(12) of the Commodity Exchange Act
with the CFTC or (ii) with respect to the Borrower as the commodity pool, the Services Provider would be eligible for an exemption from
registration as a commodity pool operator and commodity trading advisor and all conditions for obtaining the exemption have been satisfied.
The Services Provider agrees that for so long as the Borrower is a commodity pool, the Services Provider will take all actions necessary
to ensure ongoing compliance with, as the case may be, either (x) the applicable exemption from registration as a commodity pool operator
and/or a commodity trading advisor with respect to the Borrower or (y) the applicable registration requirements as a commodity pool operator
and/or a commodity trading advisor with respect to the Borrower, and will in each case take any other actions required as a commodity
pool operator and/or a commodity trading advisor with respect to the Borrower.


 






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(b)              
Each Interest Hedge Agreement shall contain appropriate limited recourse and non-petition provisions equivalent (mutatis mutandis)
to those contained in Section 12.15. Each Interest Hedge Counterparty shall be required to satisfy, at the time that any Interest
Hedge Agreement to which it is a party is entered into, the then-current S&P criteria for hedge counterparties with respect to any
Interest Hedge Agreements shall be subject to the Priority of Payments specified in Section 9.1(a) and Section 6.4. Each
Interest Hedge Agreement shall contain an acknowledgement by the Interest Hedge Counterparty that the obligations of the Borrower to the
Interest Hedge Counterparty under the relevant Interest Hedge Agreement shall be payable in accordance with the Priority of Payments specified
in Section 9.1(a) and Section 6.4 and the Borrower shall use its commercially reasonable efforts to provide that it may
not be terminated due to the occurrence of an Event of Default until liquidation of the Collateral has commenced.


 


Section 5.21       
Title Covenants. The Borrower covenants that at no time shall it:


 


(a)              
create, permit or suffer to be created any Lien or security interest in the Collateral other than Permitted Liens; or


 


(b)              
except as otherwise expressly permitted herein sell, transfer, assign, deliver or otherwise dispose of any Collateral or any interest
therein.


 


The Borrower further covenants
and agrees to defend the Collateral against the claims and demands of all other parties to the extent necessary to preserve the first-priority
security interest of the Collateral Agent, for the benefit of itself and the Secured Parties, in the Collateral (subject to Permitted
Liens).


 


Section 5.22       
Further Assurances.


 


(a)              
The Borrower shall at its sole expense file, record, make, execute and deliver all such notices, instruments, statements and other
documents, and take such acts, as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request from
time to time to register in the name of the Collateral Agent or its nominee, and to perfect, preserve or otherwise protect the security
interest of the Collateral Agent, for the benefit of the Secured Parties in, the Collateral or any part thereof, or to give effect to
the rights, powers and remedies of the Collateral Agent hereunder, including but not limited to execution and delivery of financing statements.
The Borrower shall be obligated to perform its obligations under this Agreement notwithstanding the ability of the Collateral Agent to
take such actions pursuant to the provisions of Section 5.24.


 


(b)              
Not earlier than six months and not later than the June 1 prior to the fifth anniversary of the date of filing of the UCC-1 financing
statement referred to in Section 8.7, unless the Obligations have been paid in full, the Borrower shall furnish to the Collateral
Agent an opinion of counsel to the effect that, in the opinion of such counsel, as of the date of such opinion, the lien and security
interest created by this Agreement with respect to the Collateral remains a valid and perfected first priority lien in favor of the Collateral
Agent for the benefit of the Secured Parties, which opinion may contain usual and customary assumptions, limitations and exceptions.


 






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Section 5.23       
Costs of Transfer Taxes and Expenses.


 


(a)              
The Borrower shall pay or cause to be paid all transfer Taxes and other costs incurred in connection with all transfers of Collateral.
For the avoidance of doubt, any amounts paid pursuant to this Section 5.23(a) shall not be indemnifiable pursuant to Section
11.4.


 


(b)              
Without duplication of any other provision of this Agreement, the Borrower agrees to pay the Collateral Agent the reasonable and
documented out-of-pocket costs and expenses, including but not limited to reasonable and documented attorneys’ fees and other charges,
incurred by the Collateral Agent in connection with making collections on any Collateral.


 


Section 5.24       
Collateral Agent May Perform.


 


(a)              
If the Borrower fails to perform any agreement contained herein to be performed by it, the Collateral Agent may, upon the written
instructions of the Administrative Agent or the Majority Lenders, itself file, record, make, execute and deliver all such notices, instruments,
statements and other documents, and take such acts, as the Majority Lenders may determine to be necessary or desirable from time to time
to perfect, preserve or otherwise protect the security interest of the Collateral Agent, for the benefit of itself and the Secured Parties
and otherwise perform, or cause performance of, any other such actions as the Majority Lenders shall determine is necessary or desirable,
and the reasonable fees and out-of-pocket expenses of the Collateral Agent and Lenders incurred in connection therewith shall be payable
by the Borrower and shall be part of the Obligations.


 


(b)              
The powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in
the Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its possession
and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or responsibility
for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to
any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps
to preserve rights against prior parties or any other rights pertaining to any Collateral.


 


Section 5.25       
Notice of Name Change. The Borrower shall give the Agents and S&P not less than 30 days’ notice of any change
of its name and not less than 30 days’ notice of any change of its principal place of business and will take all steps necessary
to preserve the first priority perfected security interest of the Collateral Agent, for the benefit of itself and the Secured Parties,
in the Collateral. The Borrower shall not change its type of organization, jurisdiction of organization or other legal structure without
the prior written consent of the Administrative Agent.


 


Section 5.26       
Delivery of Related Contracts. The Borrower (or the Services Provider on behalf of the Borrower) shall deliver copies of
all Related Contracts in its possession to the Document Custodian within five Business Days of the Borrower’s acquisition of the
related Collateral Loan.


 


Section 5.27       
Delivery of Proceeds. In the event that the Borrower receives any payments in respect of or other proceeds of Collateral
Loans or other Collateral or any capital contribution, the Borrower shall pay such payments or other proceeds to the Collateral Agent
promptly and, in no event, later than two Business Days after the Borrower’s receipt thereof.


 






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Section 5.28       
Performance of Obligations. The Borrower shall timely and fully comply with and perform in all material respects its obligations
under the Collateral Loans and other Collateral in accordance with the terms thereof.


 


Section 5.29       
Limitation on Dividends. The Borrower will not declare or make any direct or indirect distribution, dividend or other payment
to any person on account of any Equity Interests in, or ownership of any similar interests or securities of the Borrower, except for Permitted
Distributions and Permitted Parent Distributions.


 


Section 5.30       
Renewal of Credit Estimates. For each Collateral Loan with a credit estimate provided by a Rating Agency, the Borrower shall
submit such Required S&P Credit Estimate Information as is required by such Rating Agency to renew such credit estimate within the
12 month period following receipt of the most recent credit estimate provided by such Rating Agency for such Collateral Loan.


 


Section 5.31       
Annual Rating Review. On or before the anniversary date of the Closing Date in each calendar year, or the last Business
Day immediately preceding such date if such date is not a Business Day, the Borrower shall pay for the ongoing monitoring of the rating
of the Loans by S&P. The Borrower shall promptly notify the Agents, the Services Provider and the Lenders in writing if at any time
the rating of the Loans has been, or to the knowledge of a Senior Authorized Officer will be, changed or withdrawn, or the rating outlook
on the Loans has been, or to the knowledge of a Senior Authorized Officer will be, changed.


 


Section 5.32       
Amendment to Loan Documents. The Borrower shall not amend any of the Loan Documents except pursuant to the applicable terms
thereof and Section 12.5 of this Agreement.


 


Section 5.33       
Transactions With Affiliates. Except as may be otherwise required or permitted by the Sale and Contribution Agreement,
the Borrower shall not sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its Affiliates unless (i) the terms and conditions of any
such transaction are no less favorable to the Borrower than the terms it would obtain in a comparable, timely transaction with a non-Affiliate,
(ii) such transaction is effected in accordance with all Applicable Law, (iii) such transaction is conducted in an arm’s length
transaction in the ordinary course of business and (iv) in the case of the sale of any Collateral Loan, the sale price is not less than
the Market Value with respect to such Collateral Loan (provided that Market Value shall not be determined pursuant to clause (d)
or (e) of the definition thereof). The Borrower shall ensure that all purchases of Collateral Loans from any Affiliate of the Borrower
will be pursuant to and in accordance with the Sale and Contribution Agreement. This Section 5.33 shall not require the Seller
or any Affiliate of the Borrower to purchase from the Borrower or sell or otherwise transfer to the Borrower any property or assets except
as provided by the Sale and Contribution Agreement.


 






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Section 5.34       
Reports by Independent Accountants.


 


(a)              
On or after the Closing Date, the Borrower (or the Services Provider on behalf of the Borrower) shall select one or more nationally
recognized firms of independent certified public accountants for purposes of performing agreed-upon procedures required by this Agreement,
which may be the firm of independent certified public accountants that performs accounting services for the Borrower or the Services Provider.
The Borrower may remove any firm of independent certified public accountants at any time. Upon any resignation by such firm or removal
of such firm by the Borrower, the Borrower (or the Services Provider on behalf of the Borrower) shall promptly appoint a successor thereto
that shall also be a nationally recognized firm of independent certified public accountants, which may be a firm of independent certified
public accountants that performs accounting services for the Borrower or the Services Provider. If the Borrower shall fail to appoint
a successor to a firm of independent certified public accountants which has resigned or has been removed within 30 days after such resignation
or removal (as applicable), the Borrower shall promptly notify the Agents and the Services Provider of such failure in writing. If the
Borrower shall not have appointed a successor within ten days thereafter, the Services Provider shall appoint a successor firm of independent
certified public accountants of nationally recognized reputation. The fees of such firm of independent certified public accountants and
its successor shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Payments and the terms of
this Agreement. In the event such firm requires the Collateral Agent to agree (whether in writing or otherwise) to the procedures performed
by such firm, the Borrower hereby directs the Collateral Agent to so agree and directs the Collateral Agent to execute a specified user
agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement
that the Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes,
(ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement
of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents
provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent
will deliver such letters of agreement and similar documents in conclusive reliance on the foregoing direction of the Borrower. The Collateral
Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make any inquiry or investigation as to, and
shall have no obligation, liability or responsibility in respect of, the terms of any engagement of any such firm, or the validity or
correctness of such procedures or content of such letter (including without limitation with respect to the sufficiency thereof for any
purpose), any report or instruction (or other information or documents) prepared or delivered by any such accountants pursuant to any
such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably
determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by the Collateral Agent in connection
with this Section 5.34(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Payments
and the terms of this Agreement.


 


(b)              
On or before the date that is 120 days following the end of each fiscal year of the Borrower, or the last Business Day immediately
preceding such date if such date is not a Business Day, commencing in 2019, the Borrower shall cause to be delivered to the Collateral
Agent an agreed-upon procedures report from a firm of independent certified public accountants appointed pursuant to clause (a) above
for each Payment Date Report occurring in May and November of the prior calendar year (i) indicating that the calculations within those
Payment Date Reports have been recalculated and compared to the information provided by the Borrower in accordance with the applicable
provisions of this Agreement and (ii) listing the Aggregate Principal Balance of the Collateral Loans securing the Loans as of the immediately
preceding Measurement Dates; provided that in the event of a conflict between such firm of independent certified public accountants and
the Borrower with respect to any matter in this Section 5.34, the determination by such firm of independent public accountants
shall be conclusive; provided further that, if there is any inconsistency between the calculations of the Borrower and the calculations
of the firm of independent certified public accountants, the Borrower shall promptly notify the Agents and the Lenders and describe such
inconsistency in reasonable detail. Notwithstanding anything to the contrary herein, if the Custodian, Administrative Agent, the Collateral
Administrator or Collateral Agent fail within 75 days following the end of each fiscal year of the Borrower to execute any documentation
required by the independent certified public accountants selected by the Borrower prior to the delivery of any report contemplated by
this Section 5.34(b), then the Borrower shall have no obligation to furnish any report covering such fiscal year pursuant to this
Section 5.34(b).


 






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Section 5.35       
Tax Matters as to the Borrower.


 


(a)              
The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes and will take
no contrary position unless otherwise required by an applicable taxing authority.


 


(b)              
The Borrower has not and shall not at any time make any election to be treated, for U.S. federal income tax purposes, as other
than either (i) an entity disregarded as separate from a sole owner, or (ii) a partnership (other than a publicly traded partnership taxable
as a corporation).


 


(c)              
Each of the parties hereto shall provide to the Borrower, upon reasonable request, all reasonably available information relating
only to such party itself that is in the possession of such party, in its respective capacity hereunder, that is specifically requested
by the Borrower and that is necessary or advisable in order for the Borrower to achieve Tax Account Reporting Rules Compliance.


 


(d)              
On or prior to the Closing Date, the Borrower will deliver or cause to be delivered an IRS Form W-8IMY (with all required attachments)
of the Borrower (if the Borrower is treated as a partnership for U.S. federal income tax purposes) or an IRS Form W-9 or the applicable
Form W-8, in each case, from its sole owner (if the Borrower is treated as an entity disregarded as separate from its sole owner for U.S.
federal income tax purposes), or successor applicable form to each issuer, counterparty, paying agent, as necessary to permit the Borrower
to receive payments without U.S. withholding tax.


 


(e)              
Subject to the satisfaction of the Eligibility Criteria, no more than 50% of the debt obligations or interests therein (in each
case as determined for U.S. federal income tax purposes) held by the Borrower may at any time consist of real estate mortgages (or interests
therein) as determined for purposes of Section 7701(i) of the Code, unless the Borrower receives an opinion of nationally recognized tax
counsel experienced in such matters to the effect that the ownership of such debt obligations will not cause the Borrower to be treated
as a taxable mortgage pool for U.S. federal income tax purposes.


 






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Section 5.36       
Retention Letter. The Borrower shall (i) procure the Retention Holder not to amend, supplement, modify, repudiate or waive
any provision, of any Retention Letter without the prior written consent of the Administrative Agent and each Affected Lender and (ii)
procure that the Retention Holder has not changed and will not change the manner in which it retains the Retained Interest (as defined
in the Retention Letter), except to the extent permitted by the EU Retention Requirements and with the prior written consent of the Administrative
Agent and each Affected Lender.


 


Section 5.37       
Pool Concentrations. During the Reinvestment Period the Borrower shall use commercially reasonable efforts to ensure that
the pool of Collateral contains Collateral Loans of no less than 20 different Obligors.


 


Section 5.38       
Beneficial Ownership Certification. If the Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, the Borrower agrees to notify the Administrative Agent of any change in the information provided in the Beneficial
Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.


 


Section 5.39       
Post-Transition S&P CCC Collateral Loans. On the date that any debt obligation becomes a Post-Transition S&P CCC
Collateral Loan, the existence of any CCC Excess and the amount of any associated CCC Excess Adjustment Amount shall be re-measured.


 


ARTICLE
VI



EVENTS OF DEFAULT


 


Section 6.1           
Events of Default. The term “Event of Default” shall mean any of the events set forth in this Section 6.1:


 


(a)              
a default in the payment, when due and payable, of any interest, fees, costs, expenses, indemnities or other amounts (other than
principal) due on any Loan or any related obligations in respect thereof and the continuation of such default for five Business Days
after the date such amounts become due and payable if such date is provided in this Agreement or the applicable Loan Document (or, if
no such date is provided or such amount is not fixed, five Business Days after notice shall have been given to the Borrower by the Majority
Lenders, the intended recipient of such amounts or the Administrative Agent, specifying such amount that has become due and payable);
provided that in the case of a failure to pay due to an administrative error or omission by the Collateral Agent, such failure
continues for five Business Days after the Collateral Agent receives written notice or has actual knowledge of such administrative error
or omission and has provided notice of such failure to the Borrower;


 


(b)              
a default in the payment of any principal due on any Loans when such principal becomes due and payable (x) on the Stated Maturity
or (y) as otherwise provided for in any Loan Document; provided that, solely in the case of clause (y), in the case of a failure
to pay due to an administrative error or omission by the Collateral Agent, such failure continues for five Business Days after the Collateral
Agent receives written notice or has actual knowledge of such administrative error or omission and has provided notice of such failure
to the Borrower;


 






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(c)              
the failure on any Quarterly Payment Date to disburse amounts available in the Payment Account or Collection Account in accordance
with the Priority of Payments and continuation of such failure for a period of five Business Days or, in the case of a failure to disburse
due to an administrative error or omission by any Agent, such failure continues for five Business Days after such Agent receives written
notice or has actual knowledge of such administrative error or omission and has provided notice of such failure to the Borrower;


 


(d)              
the Borrower or the pool of Collateral becomes an investment company required to be registered under the Investment Company Act;


 


(e)              
the occurrence of any one or more of the following:


 


(i)               
failure of any representation or warranty in Section 4.9 or 4.12 to be correct in all material respects when made,
or default in the performance, or breach, of any covenant contained in Section 5.1(e)(i), 5.9 (excluding, on two occasions,
in the case of clauses 5.9(a) and (c), a default or breach resulting from a good faith error so long as such default or breach is cured
within three Business Days), 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.18(a)(v),
5.19(a)(1)(i) or 5.19(a)(1)(iii) (provided that a default or breach under Sections 5.19(a)(1)(i) or (iii)
will not be an Event of Default if, treating the applicable Collateral Loan as a Defaulted Loan, the Borrower would be in compliance
with the Collateral Quality Tests and the Coverage Tests);


 


(ii)              
a default in the performance, or breach, of any covenant contained in Section 5.1(e)(ii), 5.1(e)(iii), 5.18(a)(i),
(ii) or (iii) or 5.19(a)(1)(ii) (provided that a default or breach under Section 5.19(a)(1)(ii) will
not be an Event of Default if, treating the applicable Collateral Loan as a Defaulted Loan, the Borrower would be in compliance with
the Collateral Quality Tests and the Coverage Tests) and such default continues for a period of five Business Days after the earlier
to occur of (x) the date on which written notice of such default requiring the same to be remedied shall have been given to the Borrower
and (y) a Senior Authorized Officer of the Borrower has actual knowledge of such default;


 


(iii)               
a default in the performance, or breach, of any covenant contained in Section 5.18(c) and the Administrative Agent determines
based on the advice of counsel that, as a result of such default, a nationally recognized firm would be unable to provide a new non consolidation
opinion in form and substance reasonably satisfactory to the Administrative Agent;


 


(iv)               
failure of the representation or warranty in Section 4.4 to be correct in all material respects when made with respect to
the Borrower’s obligations under one or more Collateral Loans or other items of Collateral and there has occurred or there would
reasonably be expected to occur a material adverse effect on the rights, interests or remedies of the Agents or the Lenders under any
of the Loan Documents; or


 






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(v)              
(x) a default in the performance, or breach, of any other covenant, warranty or other agreement of the Borrower or the Services
Provider under this Agreement or any other Loan Document in any material respect or (y) the failure of any representation or warranty
of the Borrower or the Services Provider made in this Agreement, any other Loan Document or in any related certificate or other writing
delivered pursuant hereto or thereto or in connection herewith or therewith to be correct when made and such failure would reasonably
be expected to have a Material Adverse Effect (other than a covenant, representation, warranty or other agreement or a portion thereof
a default in the performance or breach or failure of which is otherwise specifically dealt with in this Section 6.1, it being understood,
without limiting the generality of the foregoing, that any failure to meet any Concentration Limitation, Collateral Quality Test or Coverage
Test (except as provided in clause (h) below) is not an Event of Default), and such default, breach or failure either (A) is not susceptible
of cure or (B) continues for a period of 30 days following the notice to the Borrower or the date on which a Senior Authorized Officer
of the Borrower obtains actual knowledge of such default; provided, that no breach shall be deemed to occur hereunder in respect
of any representation or warranty relating to the “eligibility” of any Collateral Loan if either (i) the Borrower complies
with its obligations in Section 10.1(d) with respect to such Collateral Loan or (ii) after giving effect to the resulting change in the
Principal Collateralization Amount with respect to such Collateral Loan, the Overcollateralization Ratio Test is satisfied;


 


(f)               
the entry of a decree or order by a court of competent jurisdiction (i) adjudging the Borrower as bankrupt or insolvent, (ii) approving
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under the
Bankruptcy Code or any other Applicable Law, (iii) appointing a receiver, liquidator, assignee, or sequestrator (or other similar official)
of the Borrower or of any substantial part of its respective properties or (iv) ordering the winding up or liquidation of the affairs
of the Borrower, respectively, and the continuance of any such decree or order is unstayed and in effect for a period of 60 consecutive
days;


 


(g)              
the institution by the Borrower of proceedings for the Borrower to be adjudicated as bankrupt or insolvent, or the consent by the
Borrower to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Borrower of a petition or answer
or consent seeking reorganization or relief under the Bankruptcy Laws or any other similar Applicable Law, or the consent by the Borrower
to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar
official) of the Borrower of any substantial part of its property, or the making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of any action by the Borrower
in furtherance of any such action;


 


(h)              
the Overcollateralization Ratio is less than (i) 125% as of any two consecutive Calculation Dates and remains so for five Business
Days after the Quarterly Payment Date immediately following the second such Calculation Date or (ii) 115% as of any Calculation Date,
and in each case, remains so for five Business Days after the Quarterly Payment Date immediately following such Calculation Date;


 






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(i)                
any Lien on any portion (other than a de minimis portion) of the Collateral created pursuant to the Loan Documents shall,
at any time after delivery of the respective Loan Documents, cease to be fully valid and perfected as a first priority Lien subject only
to Permitted Liens;


 


(j)                
any of the Loan Documents ceases to be in full force and effect, other than in accordance with its terms;


 


(k)              
one or more judgments or decrees shall be entered against the Borrower involving in the aggregate a liability of $1,000,000 or
more, in excess of the amounts paid or fully covered by insurance and the same shall not have been vacated, satisfied, undischarged, stayed
or bonded pending appeal within 30 days from the entry thereof;


 


(l)                
the occurrence of an act by the Services Provider or a senior officer of the Services Provider having responsibility for the performance
by the Borrower of its obligations under the Loan Documents or the performance by the Services Provider of its obligations under the Corporate
Services Agreement that constitutes fraud in the performance of its investment management obligations under this Agreement or the Corporate
Services Agreement or that results in a felony criminal indictment; or


 


(m)            
the occurrence of a Change in Control.


 


Upon obtaining actual knowledge
of the occurrence of an Event of Default, the Borrower shall promptly notify the Agents, the Services Provider, the Lenders and S&P
in writing (which notice shall refer to this Agreement and state that such notice is a notice of an Event of Default).


 


Section 6.2           
Remedies. If an Event of Default shall have occurred and be continuing, the Majority Lenders or the Administrative Agent
(acting at the direction of the Majority Lenders) may exercise (or direct the Collateral Agent in the exercise of) the rights, privileges
and remedies set forth in this Section 6.2.


 


(a)              
Upon the occurrence and during the continuance of any Event of Default, each of the following actions shall require the prior written
approval by the Majority Lenders, whether or not approved by the Borrower’s board of directors or other persons performing similar
functions: (i) issuance of any commitment to make, and the acquisition (other than pursuant to commitments then in effect) of, any Collateral
Loan or other loan or security constituting any Collateral or any interest therein, (ii) any amendment, modification, or waiver of, or
any consent to departure from, any term or provision of any Collateral Loan or other loan or security constituting any Collateral, (iii)
any release of any collateral for, or guarantor of or other credit support provider for, any Collateral Loan or other loan or security
constituting any Collateral, except upon payment in full of such Collateral Loan or other loan or security or any subordination or limitation
of recourse with respect thereto and except as otherwise required pursuant to the terms of the Related Contracts, (iv) any sale, purchase,
assignment or participation in respect of any Collateral Loan or other loan or security constituting any Collateral (other than pursuant
to commitments then in effect or in the case of a sale or assignment upon payment in full of such Collateral Loan or other loan or security),
(v) any determination to exercise, or not to exercise, remedies in respect of a Collateral Loan or other loan or security constituting
any Collateral following a default or event of default thereunder and (vi) any other action or decision not to act which impairs or could
be reasonably likely to impair the value of any Collateral Loan or other loan or security constituting any Collateral, or to extend or
increase the Borrower’s obligations with respect thereto or to interfere with the exercise of rights or remedies with respect to
any Collateral Loan or other loan or security constituting any Collateral.


 






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(b)              
Upon the occurrence and during the continuance of any Event of Default, in addition to all rights and remedies specified in this
Agreement and the other Loan Documents, including Section 6.3, and the rights and remedies of a secured party under Applicable
Law, including the UCC, the Administrative Agent or the Majority Lenders, by notice to the Borrower, may (i) declare the Commitments
to be terminated forthwith, whereupon the Commitments shall forthwith terminate or (ii) declare the principal of and the accrued interest
on the Loans and all other amounts whatsoever payable by the Borrower hereunder (including any amounts payable under Section 2.8)
to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or
other formalities of any kind, all of which are hereby waived by the Borrower (an “Enforcement Event”); provided
that (x) upon the occurrence of any Event of Default described in clause (f) or (g) of Section 6.1, the Loans and all such
other amounts shall automatically become due and payable, without any further action by any party and (y) upon the occurrence of any
Event of Default described in clause (l) or (m) of Section 6.1, the consent of all Lenders shall be required for an Enforcement
Event.


 


(c)              
Upon the occurrence and during the continuance of an Event of Default, the Majority Lenders or the Collateral Agent (acting at
the direction of the Administrative Agent or the Majority Lenders) will have the right to take any other remedies set forth in Section
6.3(b) below or other remedies permitted by law.


 


Section 6.3           
Additional Collateral Provisions.


 


(a)              
Release of Security Interest. If and only if all Obligations under the Loans have been paid in full and all Commitments
have been terminated, the Collateral Agent shall, at the expense of the Borrower, promptly execute, deliver and file or authorize for
filing (on behalf of itself and other Secured Parties) such instruments as the Borrower shall reasonably request in order to reassign,
release or terminate the Secured Parties’ security interest in the Collateral. The Secured Parties acknowledge and agree that upon
the sale, substitution or disposition of any Collateral by the Borrower in compliance with the terms and conditions of this Agreement,
on the date of any such sale, substitution or other disposition, the Collateral Agent, on behalf of the Secured Parties, shall automatically
and without further action be deemed to and hereby does terminate and release the Secured Parties’ security interest in such Collateral
and the Collateral Agent (on behalf of itself and other Secured Parties) shall, at the expense of the Borrower, execute, deliver and file
or authorize for filing such instrument as the Borrower shall reasonably request to reflect or evidence such termination. Any and all
actions under this Article VI in respect of the Collateral shall be without any recourse to, or representation or warranty by any
Secured Party and shall be at the sole cost and expense of the Borrower.


 


(b)              
Additional Rights and Remedies. The Collateral Agent (for itself and on behalf of the other Secured Parties), acting at
the direction of the Majority Lenders, shall have all of the rights and remedies of a secured party under the UCC and other Applicable
Law. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designees shall, at the direction
of the Majority Lenders, to the extent permitted by Applicable Law (including the UCC) and notwithstanding anything in the Loan Documents
to the contrary, (i) instruct the Borrower to deliver any or all of the Collateral, the Related Contracts and any other documents relating
to the Collateral to the Collateral Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral;
(ii) if the Loans have been accelerated in accordance with this Agreement, sell or otherwise dispose of the Collateral, all without judicial
process or proceedings; (iii) take control of the proceeds of any such Collateral; (iv) subject to the provisions of the applicable Related
Contracts, exercise any consensual or voting rights in respect of the Collateral; (v) release, make extensions, discharges, exchanges
or substitutions for, or surrender all or any part of the Collateral; (vi) enforce the Borrower’s rights and remedies with respect
to the Collateral; (vii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the
Collateral; (viii) require that the Borrower immediately take all actions necessary to cause the liquidation of the Collateral in order
to pay all amounts due and payable in respect of the Obligations, in accordance with the terms of the Related Contracts; (ix) redeem or
withdraw or cause the Borrower to redeem or withdraw any asset of the Borrower to pay amounts due and payable in respect of the Obligations;
(x) subject to Section 12.16, make copies of or, if necessary, remove from the Borrower’s and its agents’ place of
business all books, records and documents relating to the Collateral; and (xi) endorse the name of the Borrower upon any items of payment
relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. The Collateral Agent shall provide written
notice of any liquidation of the Collateral to S&P.


 






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The Collateral Agent shall not
be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under
this Agreement unless and until (and to the extent) at the express direction of the Majority Lenders; provided that the Collateral Agent
shall not be required to take any such action at the direction of the Majority Lenders, any Secured Party or otherwise if the taking of
such action, in the reasonable determination of the Collateral Agent, (x) shall be in violation of any Applicable Law or contrary to any
provisions of this Agreement or (y) shall expose the Collateral Agent to liability hereunder (unless it has been provided with an indemnity
agreement (including the indemnity provisions contained herein and in the other Loan Documents) which it reasonably deems to be satisfactory
with respect thereto).


 


The Borrower hereby agrees that,
upon the occurrence and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent (acting at the
direction of the Majority Lenders or acting directly or through the Administrative Agent) or the Majority Lenders, it shall execute all
documents and agreements which are necessary or appropriate to have the Collateral assigned to the Collateral Agent or its designee. For
purposes of taking the actions described in clauses (i) through (xi) of this Section 6.3(b) and the foregoing sentence the Borrower
hereby irrevocably appoints the Collateral Agent as its attorney-in-fact (which appointment being coupled with an interest and is irrevocable
while any of the Obligations remain unpaid and which can be exercised only if such Event of Default is continuing), with power of substitution,
in the name of the Collateral Agent or in the name of the Borrower or otherwise, for the use and benefit of the Collateral Agent, for
the benefit of the Secured Parties, but at the cost and expense of the Borrower and, except as permitted by Applicable Law, without notice
to the Borrower.


 






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All documented sums paid or
advanced by the Collateral Agent in connection with the foregoing and all documented out-of-pocket costs and expenses (including reasonable
and documented attorneys’ fees and expenses) incurred in connection therewith, together with interest thereon at the Post-Default
Rate for the Loans from the date of demand of repayment by the Collateral Agent until repaid in full, shall be paid by the Borrower to
the Collateral Agent from time to time on demand in accordance with the Priority of Payments and shall constitute and become a part of
the Obligations secured hereby.


 


Without the prior written consent
of the Majority Lenders, credit bidding by any Lender (or any other Person) in connection with any foreclosure sale hereunder shall not
be permitted.


 


Notwithstanding any other provision
of this Article VI, in connection with the sale of the Collateral following an acceleration of the Obligations, the Services Provider
(or any of its Affiliates) shall have the right (which right, for avoidance of doubt, shall be irrevocably forfeited if not exercised
within the specified timeframe) to bid to purchase all or any portion of the Collateral Loans in the Collateral within five Business
Days of its receipt of notice of such acceleration. If such bid is for an amount at least equal to all unpaid Obligations (other than
unasserted Contingent Obligations) the Administrative Agent shall accept such bid. The Administrative Agent may, at the direction of
the Majority Lenders, accept a lower bid. If the Administrative Agent accepts such bid, the Services Provider (or any of its Affiliates)
shall have the right (which right, for the avoidance of doubt, shall be irrevocably forfeited if not exercised within the specified timeframe)
to purchase all or any portion of the Collateral Loans in the Collateral by paying to the Collateral Agent in immediately available funds
an amount equal to the agreed-upon bid price (which bid price shall not be less than the outstanding Obligations and, without duplication,
all unpaid Administrative Expenses); provided that such purchase shall settle within 15 days of the date such notice of bid by
Services Provider is received, otherwise such purchase shall not be permitted. Notwithstanding the foregoing purchase rights, if the
Collateral Agent or the Majority Lenders propose to sell the Collateral or any part thereof in one or more parcels at a public or private
sale, the Services Provider (or any of its Affiliates) and the Lenders shall have the right to offer bids to acquire all or any portion
of the Collateral sold at such sale. To the extent the Administrative Agent (at the direction of the Majority Lenders) elects to sell
any or all Collateral Loans at such public or private sale, such Collateral Loans or any parcel thereof shall be sold to the party offering
the highest bid in immediately available funds.


 


(c)              
Remedies Cumulative. Each right, power, and remedy of the Agents and the other Secured Parties, or any of them, as provided
for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise shall
be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the
other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the
exercise by the Agents or any other Secured Party of any one or more of such rights, powers, or remedies shall not preclude the simultaneous
or later exercise by such Persons of any or all such other rights, powers, or remedies.


 






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(d)              
Related Contracts.


 


(i)              
The Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related Contracts, after the occurrence
and during the continuance of an Event of Default, it shall (x) upon the written request of the Administrative Agent or the Collateral
Agent, promptly forward to such Agent all information and notices which it receives under or in connection with the Related Contracts
relating to the Collateral, subject to applicable confidentiality requirements, and (y) upon the written request of the Administrative
Agent or the Collateral Agent, act and refrain from acting in respect of any request, act, decision or vote under or in connection with
the Related Contracts relating to the Collateral only in accordance with the direction of such Agent; provided that if the Borrower
receives conflicting requests pursuant to this subclause (y), it shall follow whichever request is evidenced to be derived from the direction
of the Majority Lenders.


 


(ii)              
The Borrower agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Contracts
relating to the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent following
the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the same to the Collateral
Agent or its designee.


 


(e)              
Borrower Remains Liable.


 


(i)               
Notwithstanding anything herein to the contrary, (x) the Borrower shall remain liable under the contracts and agreements included
in and relating to the Collateral (including the Related Contracts) to the extent set forth therein, and shall perform all of its duties
and obligations under such contracts and agreements to the same extent as if this Agreement had not been executed and (y) the exercise
by any Secured Party of any of its rights hereunder shall not release the Borrower from any of its duties or obligations under any such
contracts or agreements included in the Collateral.


 


(ii)              
No obligation or liability of the Borrower is intended to be assumed by either Agent or any other Secured Party under or as a result
of this Agreement or the other Loan Documents, and the transactions contemplated hereby and thereby, including under any Related Contract
or any other agreement or document that relates to Collateral and, to the maximum extent permitted under provisions of law, the Agents
and the other Secured Parties expressly disclaim any such assumption.


 


(f)               
Protection of Collateral. The Borrower, or the Services Provider on behalf of and at the expense of the Borrower, shall
from time to time execute and deliver all such supplements and amendments hereto and file or authorize the filing of all such UCC-1 financing
statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be
necessary or advisable or desirable to secure the rights and remedies of the Lenders hereunder and to:


 


(i)               
grant security more effectively on all or any portion of the Collateral;


 






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(ii)              
maintain, preserve and perfect any grant of security made or to be made by this Agreement including, without limitation, the first
priority nature (subject to Permitted Liens) of the lien or carry out more effectively the purposes hereof;


 


(iii)               
perfect, publish notice of or protect the validity of any grant made or to be made by this Agreement (including, without limitation,
any and all actions necessary or desirable as a result of changes in law or regulations);


 


(iv)               
enforce any of the Collateral or other instruments or property included in the Collateral;


 


(v)              
preserve and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral
against the claims of all Persons and parties; and


 


(vi)               
pay or cause to be paid any and all material Taxes levied or assessed upon all or any part of the Collateral, except to the extent
such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided
that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor.


 


The Borrower hereby authorizes
the Collateral Agent as its agent and attorney in fact to prepare and file any UCC-1 financing statement (which may describe the collateral
as “all assets”), continuation statement and all other instruments, and take all other actions, required pursuant to this
Section 6.3. Such authorization shall not impose upon the Collateral Agent, or release or diminish, the Borrower’s obligations
under this Section 6.3. The Borrower further authorizes the Administrative Agent’s United States counsel to file any UCC-1
or UCC-3 financing statements that may be required by the Agents in connection with this Agreement and the transactions contemplated hereby.


 


Section 6.4           
Application of Proceeds. Unless and until the Majority Lenders have exercised their right to direct the liquidation of the
Collateral pursuant to this Article VI, all proceeds received in respect of the Collateral will be applied in accordance with the
Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to
direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed
by the Collateral Agent (at the direction of the Majority Lenders):


 


(a)              
first, to the payment of taxes, registration and filing fees then due and owing by the Borrower; second, to the payment
to the Collateral Agent for all due and unpaid Collateral Agent Fees, all other Administrative Expenses owing to the Collateral Agent
and all amounts owing and payable hereunder, or under any other Loan Documents, to the Collateral Administrator, the Custodian, the Securities
Intermediary and the Document Custodian (including, in each case, without limitation, indemnity payments); and third, to the payment
to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative
Agent (including, without limitation, indemnity payments);


 






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(b)              
to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in
the definition of “Administrative Expenses”; provided that the aggregate amount of payments under this clause (b)
shall not exceed the Quarterly Cap;


 


(c)              
to the payment of all other amounts due to the Agents hereunder;


 


(d)              
to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early
termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder
with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party);


 


(e)              
to the payment to the Services Provider of all due and unpaid Senior Services Fees in an amount not to exceed the accrued Senior
Services Fees for one Due Period;


 


(f)               
first, to the payment to the Lenders hereunder on a pro rata basis of all amounts due which constitute principal
and interest (excluding the additional two percent of interest payable at the Post-Default Rate); and second, to the payment to
the Lenders hereunder on a pro rata basis of all interest payable at the Post-Default Rate (to the extent not paid in clause “first”
above) and all amounts due which constitute Increased Costs and all other amounts on and in respect of all Loans;


 


(g)              
to the payment of amounts described in clause (b) above to the extent not paid thereunder (without regard to the Quarterly Cap);


 


(h)              
to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid
under clause (d) above;


 


(i)                
to the payment of all amounts due to the Services Provider for any due and unpaid Subordinated Services Fees; and


 


(j)                
to the Borrower or for payment as directed by the Borrower, including to make a distribution to the Parent under the Equity Interest
held by the Parent in the Borrower.


 


If on any date that payments
are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (h)
is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the
order and according to the priority set forth in clauses (a) through (h) above and (except as provided in subclauses “first”,
 “second” and “third” of clause (a) above and subclauses “first” and “second” of clause
(f) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available therefor.


 


Section 6.5           
Capital Contributions. Upon prior written notice to the Borrower, the Administrative Agent, the Services Provider and the
Collateral Agent, any equityholders of the Borrower may, but shall have no obligation to, at any time or from time to time make a capital
contribution in Cash or Eligible Investments or an assignment and contribution of a Collateral Loan (valued at such Collateral Loan’s
Principal Collateralization Amount) to the Borrower for the purpose of (a) curing any Event of Default (but no such contribution shall
cure any Event of Default without the consent of the Majority Lenders), (b) enabling the acquisition or sale of any Collateral Loan, (c)
satisfying any Eligibility Criteria, Coverage Test, Senior Advance Rate Test or Collateral Quality Test, (d) paying fees and expenses
incurred in connection with the structuring, consummation and closing of the transaction contemplated by this Agreement, and (e) prepaying
the Revolving Loans and/or Term Loans. All Cash contributed to the Borrower shall be treated as Principal Proceeds or Interest Proceeds,
as specified by the Borrower.


 






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ARTICLE
VII



THE AGENTS


 


Section 7.1           
Appointment and Authorization. Each Lender irrevocably appoints and authorizes the Agents to take such action as agent on
its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Agent by the terms hereof
or thereof, together with all such powers as are reasonably incidental thereto. Only the Agents (and not one or more of the Lenders) shall
have the authority to deal directly with the Borrower under this Agreement and each Lender acknowledges that all notices, demands or requests
from such Lender to the Borrower must be forwarded to the applicable Agent for delivery to the Borrower. Each Lender acknowledges that
the Borrower has no obligation to act or refrain from acting on instructions or demands of one or more Lenders absent written instructions
from an Agent in accordance with its rights and authority hereunder.


 


Section 7.2           
Agents and Affiliates. The Agents shall each have the same rights and powers under this Agreement as the Lenders and may
each exercise or refrain from exercising the same as though it were not an Agent, and such Agents and their respective affiliates may
accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as
if it were not an Agent hereunder, and the term “Lender” and “Lenders” may include Société Générale,
State Street Bank and Trust Company and/or any Affiliate of Société Générale or State Street Bank and Trust
Company in its individual capacity. The provisions in this Article VII with respect to the Agents shall apply only to the Agents
acting in their capacities as such hereunder and not as Lenders.


 


Section 7.3           
Actions by Agent. The obligations of the Agents hereunder are only those expressly set forth herein. No Agent shall have
any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Agent shall be read into this Agreement
or any other Loan Document or shall otherwise exist against any Agent. The provisions of this Article VII are solely for the benefit
of the Agents and the Lenders (other than Sections 7.1 and 7.8, which are also for the benefit of the Borrower). In performing
its functions and duties solely under this Agreement, each Agent shall act solely as the agent of the Lenders (except pursuant to Section
12.6(f)) and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust with or for the Lenders.
Without limiting the generality of the foregoing, no Agent shall be required to take any action with respect to any Default, except as
expressly provided in Article VI.


 






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Section 7.4           
Delegation of Duties; Consultation with Experts. Each Agent may execute any of its duties under this Agreement by or through
its subsidiaries, affiliates, agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining
to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care. Each Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall
not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants
or experts.


 


Section 7.5           
Limitation of Liability of Agents.


 


(a)              
No Agent nor any of its respective affiliates, directors, officers, agents or employees shall be liable for any action taken or
not taken by it in connection herewith (x) with the consent or at the request of the Majority Lenders, or (y) in the absence of its own
gross negligence or willful misconduct. No Agent nor any of their respective affiliates, directors, officers, agents or employees shall
be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection
with this Agreement or any Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower;
(iii) the satisfaction of any condition specified in Article III; or (iv) the validity, effectiveness or genuineness of this Agreement,
the other Loan Documents or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting
in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed
by it to be genuine or to be signed by the proper party or parties. Each Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document or any other document furnished in connection herewith or therewith
in accordance with a request of the Majority Lenders (or the Administrative Agent) and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Lenders. Under no circumstances shall the Agents be deemed liable for any special,
indirect, punitive or consequential damages (including lost profits) even if such Agent has been advised of the likelihood of such damages
and regardless of the form of action.


 


(b)              
The following additional provisions apply with respect to the Collateral Agent:


 


(i)               
the Collateral Agent shall not be deemed to have notice or knowledge of the occurrence and continuance of an Event of Default until
an Administrative Officer of the Collateral Agent shall have received written notice (which notice shall refer to this Agreement and state
that such notice is a notice of Default or Event of Default) thereof from the Borrower, the Services Provider, the Administrative Agent,
a Lender or any other Person;


 


(ii)              
no provision of this Agreement or the other Loan Documents shall require the Collateral Agent to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights
or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it; provided, however, that the reasonable and documented costs
of performing its ordinary services under this Agreement shall not be deemed a “financial liability” for purposes hereof;


 






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(iii)               
if, in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action,
the Collateral Agent may request written instructions from the Administrative Agent (and the Administrative Agent shall request written
instructions from the Majority Lenders) as to the course of action desired. If the Collateral Agent does not receive such instructions
within five Business Days after its request therefor, the Collateral Agent may, but shall be under no duty to, take or refrain from taking
any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five Business Day period
except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions;


 


(iv)               
the Collateral Agent shall be under no liability for interest on any funds received by it hereunder except to the extent of income
or other gain on Eligible Investments which are deposits in or certificates of deposit of State Street Bank and Trust Company or any Affiliate
in its commercial capacity and income or other gain actually received (and not subsequently reinvested, withdrawn or distributed) by the
Collateral Agent in Eligible Investments;


 


(v)              
the Collateral Agent shall not be liable or responsible for delays or failures in the performance of its obligations hereunder
arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of
God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or
communications services); it being understood that the Collateral Agent shall use commercially reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; and


 


(c)              
without prejudice to the Collateral Agent’s duties under Article VI or any other provision of any Loan Document, the
Collateral Agent shall be under no obligation to take any action to collect from any Obligor any amount payable by such Obligor on the
Collateral Loans or any other Collateral under any circumstances, including if payment is refused after due demand.


 


(d)              
No Agent shall have any duties or responsibilities except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenants or obligations shall be implied in this Agreement or the other Loan Documents against any such Person. No
Agent shall be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include but shall
not be limited to acts of god, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact,
fire, communication line failures, power failures, earthquakes or other disasters.


 


(e)              
In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or
for any failure of the Borrower to timely provide investment instruction to the Collateral Agent in connection with the investment of
funds in or from any account set forth herein. Except as otherwise provided in Section 8.2(c) or Section 8.3, in the absence
of a Borrower Order or, after an Event of Default, a direction from the Administrative Agent, all funds in any account held under this
Agreement shall be held uninvested. Nothing in this Agreement shall be deemed to release the Collateral Agent in its individual capacity
from any liability it may have as an obligor under any Eligible Investment.


 






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(f)               
The Collateral Agent, and in the event that the Collateral Agent is also acting in the capacity of Custodian, Collateral Administrator,
paying agent or securities intermediary hereunder or under the other Loan Documents, then in such other capacities, as well, shall be
entitled to compensation from the Borrower in an amount separately agreed upon by the Borrower (or the Services Provider on its behalf)
and the Collateral Agent. The Collateral Agent and its Affiliates also shall be permitted to receive additional compensation that could
be deemed to be in the Collateral Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder,
servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions
in certain Eligible Investments and (iii) effecting transactions in certain investments. Such compensation shall not be considered an
amount that is reimbursable or payable pursuant to this Agreement.


 


(g)              
Without limiting the generality of any terms of this Section 7.5, the Collateral Agent shall have no liability for any failure,
inability or unwillingness on the part of the Lenders, the Administrative Agent, the Services Provider or the Borrower to provide accurate
and complete information on a timely basis to the Collateral Agent, or otherwise on the part of any such party to comply with the terms
of this Agreement or the other Loan Documents, and shall have no liability for any inaccuracy or error in the performance or observance
on the Collateral Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete
or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.


 


(h)              
The Collateral Agent shall not be under any obligation to (i) confirm or verify whether the conditions to the delivery of Collateral
have been satisfied or to determine whether (A) a loan is a Collateral Loan or meets the criteria in the definition thereof or is otherwise
eligible for purchase hereunder, (B) an investment is an Eligible Investment or meets the criteria in the definition thereof or is otherwise
eligible for purchase hereunder or (ii) evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the
Borrower in connection with the grant by the Borrower to the Collateral Agent of any item constituting the Collateral or otherwise, or
in that regard to examine any underlying documents, in order to determine compliance with the applicable requirements of and restrictions
on transfer of a Collateral Loan or Eligible Investment.


 


(i)                
In order to comply with Applicable Law, including the laws, rules, regulations and executive orders in effect from time to time
applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Collateral
Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Collateral Agent. Accordingly, each of the parties agrees to provide to the Collateral Agent upon its request from time to time
such identifying information and documentation as may be available for such party in order to enable the Collateral Agent to comply with
Applicable Law. The Collateral Agent may from time to time establish any additional accounts deemed necessary or desirable for convenience
in administering the Collateral so long as each such account is at all times subject to a valid and perfected first priority lien in favor
of the Collateral Agent, for the benefit of the Secured Parties.


 






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(j)                
The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or
any other Loan Document at the request or direction of the Majority Lenders or the Administrative Agent unless it shall have been provided
indemnity reasonably satisfactory to it against the costs, expenses (including the reasonable fees and expenses of its attorneys and counsel),
and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement
or any Loan Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action
that could in its judgment cause it to incur any cost, expenses or liability unless it is provided an indemnity reasonably acceptable
to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have
any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement
or any other Loan Document unless and until directed by the Majority Lenders (or the Administrative Agent on their behalf).


 


(k)              
The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Collateral
Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes
of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct,
bad faith, reckless disregard or grossly negligent performance or omission of its duties. The Collateral Agent may consult with legal
counsel (including, without limitation, counsel for the Borrower or the Administrative Agent or any of their Affiliates) and independent
public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants or experts. The Collateral Agent shall not be liable for the actions
of omissions of the Administrative Agent (including without limitation concerning the application of funds), or under any duty to monitor
or investigate compliance on the part of the Administrative agent with the terms or requirements of this Agreement, any Loan Document
or any related document, or their duties thereunder. The Collateral Agent shall be entitled to assume the due authority of any signatory
and genuineness of any signature appearing on any instrument or document it may receive hereunder.


 


(l)                
The delivery of reports, and other documents and information to the Collateral Agent hereunder or under any other Loan Document
is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive
notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized
and directed to execute and deliver the other Loan Documents to which it is a party. Whether or not expressly stated in such Loan Documents,
in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities
which are afforded to it in this Agreement.


 


(m)            
Except as expressly provided herein or in any other Loan Document, nothing herein shall be construed to impose an obligation on
the part of the Collateral Agent to recalculate, evaluate or verify any report, certificate or information received by it from the Borrower,
Services Provider, Lender or Administrative Agent or to otherwise monitor the activities of the Borrower or Services Provider.


 






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(n)              
In the event that the Collateral Agent is also acting in the capacity of Custodian, Collateral Agent, paying agent or securities
intermediary hereunder or under the other Loan Documents, the rights, protections, immunities and indemnities afforded the Collateral
Agent pursuant to this Article VII shall also be afforded to the Collateral Agent, individually acting in such other capacities.


 


(o)              
The Collateral Agent shall not be charged with knowledge or notice of any matter unless actually known to an Administrative Officer
of the Collateral Agent responsible for the administration of this Agreement, or unless and to the extent written notice of such matter
is received by the Collateral Agent at its address in accordance with Section 12.1.


 


Section 7.6           
Indemnification. Each Lender, ratably in accordance with its Percentage Share, shall indemnify each of the Agents, their
respective affiliates, directors, officers, agents and employees (to the extent not reimbursed by the Borrower as may be required under
this Agreement) against any cost, expense (including fees of counsel and disbursements), claim, demand, action, loss or liability (except
such as result from such indemnitees’ own gross negligence, fraud, reckless disregard, bad faith, criminal conduct or willful misconduct)
that such indemnitee may suffer or incur in connection with this Agreement, the other Loan Documents or any action taken or omitted by
such indemnitee hereunder or thereunder. The provisions of this Section 7.6 shall survive the resignation or replacement of the
Agents.


 


Section 7.7           
Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender
or any of their respective affiliates, and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent,
any other Lender or their respective affiliates, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking any action under this Agreement or in connection therewith. The Agents
shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations,
property, prospects, financial and other condition or creditworthiness of the Borrower which may come into the possession of the Agents
or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates other than in connection with their
acting as Agents under this Agreement and the other Loan Documents.


 


Section 7.8           
Successor Agent. Any Agent may resign at any time by giving at least 30 days’ prior written notice thereof to the
Lenders, the Borrower, the Services Provider and S&P; provided that any such resignation by any Agent shall not be effective
until a successor Agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice,
the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably
withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower,
and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day
as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall
not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or
a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital
and surplus of at least $50,000,000. With effect from the Resignation Effective Date (i) the retiring Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring Agent,
all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Agent
as provided for above. Upon the acceptance of its appointment as such Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights and duties of the retiring Agent and the retiring Agent shall be discharged
from its duties and obligations hereunder, and the successor Agent shall provide written notice of such appointment to the Lenders, the
Services Provider and S&P. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. With respect to any Person (i)
into which an Agent or may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent shall be
a party or (iii) with respect to the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and
assets of any of such Agents substantially as a whole, shall be the successor to such Agent under this Agreement without further act of
any of the parties to this Agreement. Notwithstanding anything in this Section 7.8 to the contrary, this Section 7.8 shall
not apply to the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this
Agreement.


 






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Section 7.9           
Erroneous
Payments.


 


(a)              
Each
Lender hereby agrees that (i) if the Administrative Agent, the Collateral Administrator or the Collateral Agent notifies such Lender
that the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable, has determined in its sole discretion
that any funds received by such Lender from a Secured Party or any of its respective Affiliates (a “Payment Recipient”) were
erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether
as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”)
and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business
Day thereafter, return to the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable, the amount of
any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received),
together with interest thereon in respect of each day from and including the date that is two Business Days after the Administrative
Agent, the Collateral Administrator or the Collateral Agent, as applicable, has demanded the return of such Erroneous Payment (or portion
thereof) to the date such amount is repaid to the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable,
in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent, the Collateral Administrator
or the Collateral Agent, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect
and (ii) to the extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby
waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative
Agent, the Collateral Administrator or the Collateral Agent, as applicable, for the return of any Erroneous Payments received, including
without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative
Agent, the Collateral Administrator or the Collateral Agent to any Lender under this clause (a) shall be conclusive, absent manifest
error.


 






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(b)              
Without
limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative
Agent, the Collateral Administrator or the Collateral Agent, as applicable (or any of their respective Affiliates) (x) that is in a different
amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent, the Collateral Administrator
or the Collateral Agent, as applicable (or any of their respective Affiliates) with respect to such Erroneous Payment (an “Erroneous
Payment Notice”), (y) that was not preceded or accompanied by an Erroneous Payment Notice, or (z) that such Lender otherwise becomes
aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, (i) (A) in the case of immediately preceding
clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary)
or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment
or repayment; and (ii) such Lender, or the Administrative Agent, the Collateral Administrator or the Collateral Agent shall (and shall
cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its
knowledge of such error) notify the Administrative Agent, the Collateral Agent or the Collateral Administrator of its receipt of such
payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent, the
Collateral Agent or the Collateral Administrator pursuant to this Section 7.9(b). 


 


(c)              
Each
Lender and Secured Party hereby authorizes the Administrative Agent, the Collateral Agent or the Collateral Administrator to set off,
net and apply any and all amounts at any time owing to such Lender or Secured Party under any Loan Document, or otherwise payable or
distributable by the Administrative Agent, the Collateral Agent or the Collateral Administrator to such Lender or Secured Party from
any source under or in connection with the Loan Documents, against any amount due to the Administrative Agent, the Collateral Agent or
the Collateral Administrator under immediately preceding clause (a) or under the indemnification provisions of this Agreement.


 






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(d)              
In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent, the Collateral Agent or the Collateral
Administrator for any reason, after demand therefor by the Administrative Agent, the Collateral Agent or the Collateral Administrator
in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or
from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount,
an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s, the Collateral Agent’s or the Collateral
Administrator’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments)
of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an
amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent, the Collateral Administrator
or the Collateral Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the
 “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived
by the Administrative Agent, the Collateral Administrator or the Collateral Agent in such instance), and is hereby (together with the
Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, and
such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent,
the Collateral Administrator or the Collateral Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency
Assignment, (iii) upon such deemed acquisition, the Administrative Agent, the Collateral Administrator or the Collateral Agent as the
assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender
shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt,
its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such
assigning Lender and (iv) the Administrative Agent, the Collateral Administrator or the Collateral Agent may reflect in the Register
its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. Subject to Section 12.6, the Administrative
Agent, the Collateral Administrator or the Collateral Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous
Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable
Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent, the Collateral
Administrator or the Collateral Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient
that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the
Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each
party hereto agrees that, except to the extent that the Administrative Agent, the Collateral Administrator or the Collateral Agent has
sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative
Agent, the Collateral Administrator or the Collateral Agent may be equitably subrogated, the Administrative Agent, the Collateral Administrator
or the Collateral Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Secured Party under
the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).


 


(e)              
The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the
Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount
of such Erroneous Payment that is, comprised of funds received by the Administrative Agent, the Collateral Administrator or Collateral
Agent from the Borrower or any other Loan Party for the purpose of making a payment in respect of the Obligations, in which case such
payment shall discharge and otherwise satisfy the applicable obligation of the Borrower being so paid, prepaid or repaid in accordance
with the terms of this Agreement. Notwithstanding anything to the contrary herein, in connection with any Erroneous Payment (including
in connection with any subrogation related thereto), under no circumstances shall the Collateral Administrator or the Collateral Agent
be deemed a lender-of-record.


 






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(f)               
To
the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent, the Collateral Administrator or the Collateral Agent for the return of any Erroneous Payment received, including
without limitation waiver of any defense based on “discharge for value” or any similar doctrine.


 


(g)              
Each
party’s obligations under this Section 7.9 shall survive the resignation or replacement of the Administrative Agent, the Collateral
Administrator or the Collateral Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations
(or any portion thereof) under any Loan Document.


 


ARTICLE
VIII



ACCOUNTS AND COLLATERAL


 


Section 8.1           
Collection of Money.


 


(a)              
Except as otherwise expressly provided herein, the Collateral Agent may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any fiscal agent or other intermediary, all Money and other property payable to or
receivable by the Collateral Agent pursuant to this Agreement (other than amounts specifically required herein to be paid to the Administrative
Agent), including, but not limited to, all payments or any other amounts due on the Collateral Loans and Eligible Investments, in accordance
with the terms and conditions of such Collateral Loans and Eligible Investments. The Collateral Agent shall segregate and hold all such
Money and property received by it in trust for the Lenders and shall apply it as provided in this Agreement.


 


(b)              
All payments on the Collateral Loans and other Collateral shall be made directly to the Collateral Agent (at a bank in the United
States), will be held in the Collection Account, and will be divided into Interest Proceeds (including Fee Proceeds) and Principal Proceeds.
Such amounts shall be applied in accordance with the Priority of Payments and the terms of this Agreement.


 


(c)              
The Borrower (or the Services Provider on behalf of the Borrower) will provide the Collateral Agent with a copy of each agreement
under which the Borrower sells any interest in a Collateral Loan pursuant to Section 10.1. Upon receipt of written certification
by the Borrower or the Services Provider (which may take the form of standing instructions with respect to a specified portion of all
payments received on designated Collateral Loans) to the effect that specified amounts received by the Collateral Agent from an Obligor
do not constitute Collections subject to this Agreement but are required by the terms of such a participation or assignment agreement
to be paid by the Borrower to the purchaser of a participation interest sold by the Borrower or assignee of the Borrower, as the case
may be, the Collateral Agent will disburse such amounts, as directed in such certificate. The Collateral Agent shall make such disbursements
in accordance with such directions and shall have no obligation to monitor or verify the terms of any such arrangement.


 






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(d)              
The Custodian hereby agrees, with the Collateral Agent that (i) each of the Covered Accounts shall be a securities account or
deposit account of the Borrower subject to the Lien of the Collateral Agent, (ii) all property (other than cash or general intangibles)
credited to the Covered Accounts shall be treated as a “financial asset” for purposes of the UCC and all cash that is credited
to Covered Accounts shall be credited to accounts that are deposit accounts, (iii) the Custodian shall treat the Collateral Agent as
entitled to exercise the rights that comprise each financial asset credited to the Covered Accounts subject to the rights of the Borrower
specified herein, (iv) the Custodian shall not agree with any person or entity other than the Collateral Agent to comply with entitlement
orders originated by any person or entity other than the Collateral Agent or the Borrower (or the Services Provider on behalf of the
Borrower) as provided herein, (v) the Covered Accounts and all property credited to the Covered Accounts shall not be subject to any
lien, security interest, right of set-off, or encumbrance in favor of the Custodian or any person or entity claiming through the Custodian
(other than the Collateral Agent) except for the right to debit for any item returned by reason of non-sufficient funds and other Permitted
Liens, (vi) regardless of any provision in any other agreement, for purposes of the UCC and for purposes of the Convention on the Law
Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Convention”), with respect
to each Covered Account, New York shall be deemed to be the Custodian’s jurisdiction (within the meaning of Section 9-304 of the
UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and New York shall govern
the issues specified in Article 2(1) of the Hague Convention and (vii) any agreement between the Custodian and the Collateral Agent with
respect to the Covered Accounts shall be governed by the laws of the State of New York. Notwithstanding any term hereof or elsewhere
to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations (collectively, “Loan
Assets”) may be acquired and delivered by the Borrower to the Securities Intermediary from time to time which are not evidenced
by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102) or an instrument (as that term is defined
in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Document Custodian (with a copy to the Securities
Intermediary) of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Borrower
as assignee, (b) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the
applicable obligor or bank agent) shall be registered in the name of the Borrower and (c) any duty on the part of the Document Custodian
with respect to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan
Asset for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Document Custodian in the physical
custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Document Custodian shall maintain
such Loan Assignment Agreements as required by this Agreement. It is acknowledged and agreed that neither the Document Custodian nor
the Securities Intermediary is under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency
of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the Borrower’s
title to any related Loan Asset.


 


(e)              
Each Covered Account shall remain at all times with an Eligible Account Bank and, if the institution at which any such Covered
Account is no longer an Eligible Account Bank, the assets held in such Covered Account shall be moved within 30 calendar days to another
financial institution constituting an “Eligible Account Bank” hereunder.


 






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Section
8.2        Collection Account.


 


(a)           The
Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name
 “ORCC Financing IV LLC Collection Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for
the benefit of the Secured Parties”, which shall be designated as the “Collection Account” and which shall be
governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit
of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right
to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit
(i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless,
during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in Eligible Investments
or to prepay the Loans in accordance with Section 2.7) and (iii) all Interest Proceeds (including all Fee Proceeds) and all Principal
Proceeds. All Monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Collateral
Agent as part of the Collateral and shall be applied for the purposes herein provided. The only permitted withdrawal from or application
of funds on deposit in, or otherwise to the credit of, the Collection Account shall be in accordance with the provisions of Sections
6.4, 8.2 and 9.1 or to effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms
of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized to establish one or more subaccounts of the
Collection Account, one of which shall be designated the “Interest Collection Account” and the other the “Principal
Collection Account” and which together will comprise the “Collection Account” for all purposes of this Agreement and
the Account Control Agreement.


 


(b)           All
Distributions and any net proceeds from the sale or disposition of Pledged Collateral or any Interest Hedge Agreement or other collateral
received by the Collateral Agent shall, subject to the parenthetical in Section 8.2(a)(ii), be immediately deposited into the
Collection Account. Subject to Sections 8.2(d) and 8.2(e), all such property, together with any investments in which funds
included in such property are or will be invested or reinvested during the term of this Agreement, and any income or other gain realized
from such investments, shall be held by the Collateral Agent in the Collection Account as part of the Collateral subject to disbursement
and withdrawal as provided in this Section 8.2. (i) So long as no Event of Default has occurred and is continuing, by Borrower
Order (which may be in the form of standing instructions), the Borrower (or the Services Provider on behalf of the Borrower) shall and
(ii) after the occurrence and during the continuation of an Event of Default, the Administrative Agent (at the direction of the Majority
Lenders) shall direct the Collateral Agent to, and, upon receipt of such Borrower Order or direction, as applicable, the Collateral Agent
shall, invest all funds received into the Collection Account during a Due Period, and amounts received in prior Due Periods and retained
in the Collection Account, as so directed in Eligible Investments having stated maturities no later than the second Business Day immediately
preceding the next Quarterly Payment Date. The Borrower, the Services Provider on behalf of the Borrower and the Administrative Agent
each agrees that it shall not give any instruction to invest such funds other than in accordance with, or subject to an exemption from,
the EU Retention Requirements. So long as no Event of Default has occurred and is continuing, the Collateral Agent, within one Business
Day after receipt of any Distribution or other proceeds which are not Cash, shall so notify the Borrower and the Borrower shall, within
six months of receipt of such notice from the Collateral Agent, sell such Distribution or other proceeds for Cash (at a price equal to
fair market value as reasonably determined by the Borrower, or the Services Provider in accordance with the Servicing Standard) to any
Person (including an Affiliate of the Borrower) and deposit the proceeds thereof in the Collection Account for investment pursuant to
this Section 8.2; provided that the Borrower need not sell such Distributions or other proceeds if it delivers a certificate
of an Authorized Officer to the Administrative Agent certifying that such Distributions or other proceeds constitute Collateral Loans
or Eligible Investments or securities subject to transfer restrictions that do not permit such sale.


 






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(c)           So
long as no Event of Default has occurred and is continuing, if the Borrower shall not have given any investment directions pursuant to
Section 8.2(b), the Collateral Agent shall seek instructions from the Borrower within one Business Day after transfer of such
funds to the Collection Account. If the Collateral Agent does not thereupon receive written instructions from the Borrower within five
Business Days after transfer of such funds to the Collection Account, the Collateral Agent shall again seek instructions from the Borrower.
If the Collateral Agent does not receive written instructions from the Borrower within five Business Days after such second request,
it shall invest and reinvest the funds held in the Collection Account, as fully practicable, in Eligible Investments. The Borrower agrees
that it shall not give any instruction to invest such funds other than in accordance with, or subject to an exemption from, the EU Retention
Requirements. After the occurrence and during the continuation of an Event of Default, if the Administrative Agent (at the direction
of the Majority Lenders) shall not have given investment directions to the Collateral Agent pursuant to Section 8.2(b) for three
consecutive days, the Collateral Agent shall seek instructions from the Administrative Agent. The Administrative Agent agrees that it
shall not give any instruction to invest such funds other than in accordance with, or subject to an exemption from, the EU Retention
Requirements. All interest and other income from such investments shall be deposited in the Collection Account, any gain realized from
such investments shall be credited to the Collection Account, and any loss resulting from such investments shall be charged to the Collection
Account.


 


(d)           The
Borrower (or the Services Provider on behalf of the Borrower) shall by Borrower Order direct the Collateral Agent to, and upon receipt
of such Borrower Order the Collateral Agent shall, transfer Principal Proceeds to the Future Funding Reserve Account on any Business
Day on which amounts standing to the credit of the Future Funding Reserve Account do not equal or exceed the aggregate Unfunded Amount.


 


During the Reinvestment Period,
the Borrower (or the Services Provider on behalf of the Borrower) may by Borrower Order direct the Collateral Agent to, and upon receipt
of such Borrower Order the Collateral Agent shall, (i) withdraw funds on deposit in the Collection Account representing Principal Proceeds
and reinvest such funds in Collateral Loans as permitted under and in accordance with the requirements of Article X and such Borrower
Order and (ii) apply Principal Proceeds to make a prepayment of the Loans in accordance with Section 2.7.


 


After the Reinvestment Period,
the Borrower (or the Services Provider on behalf of the Borrower) may by Borrower Order direct the Collateral Agent to, and upon receipt
of such Borrower Order the Collateral Agent shall apply Principal Proceeds received by the Borrower (before or after the end of the Reinvestment
Period) towards (A) the purchase of Collateral Loans or (B) the payment or funding of Unfunded Amounts, in each case pursuant to commitments
entered into by the Borrower prior to the end of the Reinvestment Period.


 






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By Borrower Order, the Borrower
(or the Services Provider on behalf of the Borrower) may at any time direct the Collateral Agent to, and, upon receipt of such Borrower
Order, the Collateral Agent shall, pay from time to time on dates other than Quarterly Payment Dates from Interest Proceeds on deposit
in the Collection Account, Administrative Expenses (which shall be payable in the order specified in the definition thereof); provided
that the aggregate amount of Administrative Expenses paid in any Due Period (excluding Administrative Expenses paid on Quarterly
Payment Dates pursuant to the Priority of Payments) shall not exceed the Retained Expense Amount determined on the immediately prior
Quarterly Payment Date plus, without duplication, the Quarterly Cap applicable on the next Quarterly Payment Date.


 


(e)           The
Collateral Agent shall transfer to the Payment Account for application pursuant to Section 9.1(a), on or about the Business Day
(but in no event more than two Business Days) prior to each Quarterly Payment Date, any amounts then held in the Collection Account other
than proceeds received after the end of the Due Period with respect to such Quarterly Payment Date.


 


(f)            The
Collateral Agent may from time to time establish any additional accounts and/or subaccounts, which in each case shall be subject to the
lien of the Collateral Agent for the benefit of the Secured Parties, deemed necessary by the Collateral Agent for convenience in administering
the Collateral.


 


(g)           The
Collateral Agent agrees to give the Borrower, the Services Provider, the Lenders prompt notice if an Administrative Officer of the Collateral
Agent obtains actual knowledge of or receives written notice that the Collection Account or any funds on deposit therein, or otherwise
to the credit of the Collection Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar
process.


 


(h)           At
any time and from time to time the Borrower, or the Services Provider on the Borrower’s behalf, may deposit into the Collection
Account funds not previously subject to the Lien of the Collateral Agent (for the benefit of the Secured Parties) granted under this
Agreement; provided that (i) the requirements of Section 6.5 are complied with, if applicable, and (ii) upon such deposit
into the Collection Account, such funds shall automatically be subject to the Lien of the Collateral Agent (for the benefit of the Secured
Parties) granted under this Agreement. Any such deposit shall be irrevocable. The Borrower shall notify the Agents in writing of any
such deposit prior to or contemporaneously therewith.


 






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Section 8.3       Payment
Account; Future Funding Reserve Account; Interest Reserve Account; Lender Collateral Account; Closing Expense Account.


(a)            Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest
bearing trust account in the name “ORCC Financing IV LLC Payment Account, subject to the lien of State Street Bank and Trust Company,
as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account”
and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust
for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s
right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise
to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as
provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise
to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and
the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent
Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other
amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral
Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral
Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to
the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process.
The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority
of Payments. The amounts in the Payment Account shall remain uninvested.


 


(b)           Future
Funding Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest
bearing trust account in the name “ORCC Financing IV LLC Future Funding Reserve Account, subject to the lien of State Street Bank
and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Future
Funding Reserve Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement.
Such account shall be held in trust for the benefit of the Secured Parties. The Collateral Agent shall maintain on deposit in the Future
Funding Reserve Account an amount equal to (i) the aggregate Unfunded Amount as of such date (as identified by the Borrower, or the Services
Provider on behalf of the Borrower) minus (ii) if such date is prior to the end of the Commitment Period, the excess (if any)
of (x) the Total Revolving Commitment on such date over (y) the aggregate principal amount of the Revolving Loans outstanding on such
date (the “Required Amount”), in accordance with Articles VIII and IX. The Borrower (or the Services
Provider on behalf of the Borrower) shall by Borrower Order direct the Collateral Agent to, and upon receipt of such Borrower Order the
Collateral Agent shall, transfer Principal Proceeds to the Future Funding Reserve Account on any Business Day on which amounts standing
to the credit of the Future Funding Reserve Account do not equal or exceed the Required Amount. By Borrower Order (which may be in the
form of standing instructions), the Borrower (or the Services Provider on behalf of the Borrower) may, so long as no Event of Default
has occurred and is continuing, direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall,
invest all funds received into the Future Funding Reserve Account as so directed solely in overnight funds that are Eligible Investments.
The only permitted withdrawals from or applications of funds on deposit in, or otherwise to the credit of, the Future Funding Reserve
Account shall, at the direction of the Borrower (or the Services Provider on behalf of the Borrower) be (i) to fund or pay Unfunded Amounts,
(ii) at the election of the Borrower during the Reinvestment Period, to be applied as Principal Proceeds for use as is provided in this
Agreement (including, without limitation, as provided in Section 9.1(a)(ii)) and (iii) after the Reinvestment Period, to
the extent of any Excess Reserve Amount, to be applied as Principal Proceeds in accordance with Section 9.1(a)(ii). Notwithstanding
the foregoing, the amount of all funds on deposit in the Future Funding Reserve Account on any date that exceeds the Required Amount
on such date shall be transferred, at the direction of the Borrower (or the Services Provider on behalf of the Borrower) to the Collection
Account on such date and applied as Principal Proceeds. For the avoidance of doubt, any amounts transferred from the Future Funding Reserve
Account for application as Principal Proceeds as provided above shall be further invested in Collateral Loans (to the extent expressly
permitted by the other provisions in this Agreement) or applied as Principal Proceeds in accordance with Section 9.1(a)(ii), in
each case as expressly provided in this Agreement. The Collateral Agent agrees to give the Borrower and the Services Provider immediate
notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Future Funding
Reserve Account or any funds on deposit therein, or otherwise to the credit of the Future Funding Reserve Account, shall become subject
to any writ, order, judgment, warrant of attachment, execution or similar process. Any interest earned on Eligible Investments held in
the Future Funding Reserve Account shall be applied as Interest Proceeds.


 






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(c)            Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust
account in the name “ORCC Financing IV LLC Interest Reserve Account, subject to the lien of State Street Bank and Trust Company,
as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Interest Reserve Account”
and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities
Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. The only permitted deposits to or
withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have
any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority
of Payments. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited $0 into the Interest Reserve Account.
Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Services Provider (on behalf
of the Borrower), and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. On the first
Quarterly Payment Date, funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as
Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest
Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly
Payment Date, remaining funds in the Interest Reserve Account as of the related Collateral Report Determination Date will be applied as
Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be
closed.


 


(d)           Lender Collateral Account.


 


(i)            The
Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “ORCC Financing
IV LLC Lender Collateral Account”, which shall be designated as the “Lender Collateral Account” and which shall
be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities Intermediary in
accordance with the Account Control Agreement for the benefit of the Secured Parties. The Collateral Agent shall have exclusive control
over such account (and each subaccount thereof) and the sole right of withdrawal. The Lender Collateral Account may contain any number
of subaccounts for the purposes described in this Section 8.3(d). The only permitted deposits to or withdrawals from the Lender
Collateral Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or
beneficial interest in the Lender Collateral Account (or any subaccount thereof) other than in accordance with this Agreement.


 






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(ii)           If any Revolving
Lender shall at any time be required to deposit any amount in the Lender Collateral Account in accordance with Section 11.5(b)(i),
then (x) the Collateral Agent shall create a segregated subaccount with respect to such Revolving Lender (the “Lender Collateral
Subaccount” of such Revolving Lender) and (y) the Collateral Agent shall deposit all funds received from such Revolving Lender
into such Lender Collateral Subaccount. The only permitted withdrawal from or application of funds credited to a Lender Collateral Subaccount
shall be as specified in this Section 8.3(d). Amounts on deposit in Lender Collateral Subaccount will be invested in Eligible
Investments selected by the Services Provider, and earnings from all such investments will be remitted to the applicable Lender to the
extent such Lender has fully funded such Lender Collateral Subaccount.


 


(iii)          With
respect to any Revolving Lender, the deposit of any funds in the applicable Lender Collateral Subaccount by such Revolving Lender shall
not constitute a Borrowing by the Borrower and shall not constitute a utilization of the Revolving Commitment of such Revolving Lender,
and the funds so deposited shall not constitute principal outstanding under the Revolving Loans. However, from and after the establishment
of a Lender Collateral Subaccount, the obligation of such Revolving Lender to make Revolving Loans as part of any Borrowing under this
Agreement shall be satisfied by the Collateral Agent withdrawing funds from such Lender Collateral Subaccount in the amount of such Revolving
Lender’s Percentage Share of such Borrowing. All payments of principal from the Borrower with respect to Revolving Loans made by
such Revolving Lender (whether or not originally funded from such Lender Collateral Subaccount) shall be made by depositing the related
funds into such Lender Collateral Subaccount and all other payments from the Borrower (including without limitation all interest and
Commitment Fees) shall be made to such Revolving Lender in accordance with the order specified in the Priority of Payments. The Collateral
Agent shall have full power and authority to withdraw funds from each such Lender Collateral Subaccount at the time of, and in connection
with, the making of any such Borrowing and to deposit funds into each such Lender Collateral Subaccount, all in accordance with the terms
of and for the purposes set forth in this Agreement.


 


(iv)          Notwithstanding
anything to the contrary herein, if on any Quarterly Payment Date (or on any other Business Day upon one Business Day’s prior written
request from such Revolving Lender) the sum of the amount of funds on deposit in the Lender Collateral Subaccount exceeds such Revolving
Lender’s Undrawn Commitment at such time (whether due to a reduction in the aggregate amount of the Revolving Commitments or otherwise),
then the Collateral Agent shall remit to such Revolving Lender a portion of the funds then held in the related Lender Collateral Subaccount
in an aggregate amount equal to such excess. Upon the termination of the Revolving Commitments (including following the occurrence of
an Event of Default), the Collateral Agent shall promptly (and no later than one Business Day after such termination) remit to such Revolving
Lender all of the funds then held in its related Lender Collateral Subaccount and shall terminate such account.


 






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(v)           Except as otherwise
provided in this Agreement, for so long as any amounts are on deposit in any Lender Collateral Subaccount, the Collateral Agent shall
invest and reinvest such funds in Eligible Investments of the type described in clause (iv) of the definition thereof. Interest received
on such Eligible Investments shall be retained in such Lender Collateral Subaccount and invested and reinvested as aforesaid. Any gain
realized from such investments shall be credited to such Lender Collateral Subaccount and any loss resulting from such investments shall
be charged to such Lender Collateral Subaccount. Neither the Borrower nor the Collateral Agent shall in any way be held liable by reason
of any insufficiency of such Lender Collateral Subaccount resulting from any loss relating to any such investment.


 


(e)           Closing
Expense Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing
trust account in the name “ORCC Financing IV LLC Closing Expense Account, subject to the lien of the Collateral Agent for the benefit
of the Secured Parties”, which shall be designated as the “Closing Expense Account” and which shall be governed
solely by the terms of this Agreement and the Account Control Agreement. The Collateral Agent shall have exclusive control over such
account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds
at any time on deposit in, or otherwise to the credit of, the Closing Expense Account shall be held in trust by the Collateral Agent
for the benefit of the Secured Parties. On or prior to the Closing Date, the Borrower shall deposit or cause to be deposited approximately
$0 into the Closing Expense Account. On any Business Day during the period that the Closing Expense Account is open, the Collateral Agent
shall apply funds from the Closing Expense Account, as directed by the Borrower (or the Services Provider on behalf of the Borrower),
to pay fees and expenses of the Borrower incurred in connection with the structuring, consummation, closing and post-closing of the transaction
contemplated by this Agreement. Upon the delivery, on any date that is at least 60 days after the Closing Date, of a Borrower Order instructing
the Collateral Agent to close the Closing Expense Account, all funds in the Closing Expense Account will be deposited in the Collection
Account as Interest Proceeds and the Closing Expense Account will be closed. By Borrower Order (which may be in the form of standing
instructions), the Borrower (or the Services Provider on behalf of the Borrower) may, so long as no Event of Default has occurred and
is continuing, direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all funds
received into the Closing Expense Account during a Due Period as so directed by the Borrower (or the Services Provider on behalf of the
Borrower) in Eligible Investments. Any income earned on amounts deposited in the Closing Expense Account will be deposited in the Collection
Account as Interest Proceeds as it is received. The Collateral Agent agrees to give the Borrower and the Services Provider immediate
notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Closing Expense
Account or any funds on deposit therein, or otherwise to the credit of the Closing Expense Account, shall become subject to any writ,
order, judgment, warrant of attachment, execution or similar process. The only permitted withdrawal from or application of funds on deposit
in, or otherwise to the credit of, the Closing Expense Account shall be in accordance with the provisions of this Section 8.3(e).


 






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Section 8.4        Custodial
Account.


 


(a)           The
Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in the name
 “ORCC Financing IV LLC Custodial Account, subject to the lien of the Collateral Agent for the benefit of the Secured Parties”,
which shall be designated as the “Custodial Account” and which shall be governed solely by the terms of this Agreement
and the Account Control Agreement. Such account shall be maintained with the Securities Intermediary pursuant to the terms of the Account
Control Agreement and over which the Collateral Agent shall have exclusive control, subject to the Borrower’s right to give instructions
specified herein, and the sole right of withdrawal. Any and all assets or securities at any time on deposit in, or otherwise to the credit
of, the Custodial Account shall be held by the Custodian for the benefit for the Collateral Agent for the benefit of the Secured Parties.
Except in connection with a liquidation pursuant to Article VI, the only permitted withdrawal from the Custodial Account or in,
or otherwise to the credit of, the Custodial Account shall be as directed, upon Borrower Order, in accordance with the provisions of
Sections 8.5 and 8.6. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate
notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Custodial
Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, has become subject to any
writ, order, judgment, warrant of attachment, execution or similar process. The Custodial Account shall remain uninvested.


 


The Collateral Agent shall appoint
a custodian (the “Custodian”) to act as a securities intermediary for purposes of this Agreement and the other Loan
Documents. Initially, such Custodian shall be State Street Bank and Trust Company. Any successor custodian shall be a state or national
bank or trust company which (i) is not an Affiliate of the Borrower, (ii) has a combined capital and surplus of at least U.S.$200,000,000,
(iii) has a rating of at least “BBB+” by S&P and (iv) is a securities intermediary. If at any time the Custodian does
not satisfy the conditions set forth in the foregoing sentence, the Borrower (subject to the consent of the Majority Lenders) shall appoint
a replacement Custodian within 30 days of an Authorized Officer of the Borrower becoming aware of such circumstance. The rights, protections,
immunities and indemnities afforded to the Collateral Agent under this Agreement shall also be afforded to the Custodian.


 


(b)           Except as otherwise provided in Sections 8.5 and 8.6, all right, title and interest of the Borrower in and to the
Custodial Account, all related property, and all proceeds thereof shall be subject to the security interest of the Collateral Agent hereunder.


 






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(c)           With respect to securities
(including without limitation debt and equity securities, bonds, money market funds and mutual funds) issued in the United States, the
Shareholders Communications Act of 1985 (the “Act”) requires the Custodian to disclose to the issuers of such securities,
upon their request, the name, address and securities position of its customers who are (a) the “beneficial owners” (as defined
in the Act) of such issuer’s securities, if the beneficial owner does not object to such disclosure, or (b) acting as a “respondent
bank” (as defined in the Act) with respect to such securities. (Under the Act, “respondent banks” do not have the option
of objecting to such disclosure upon the issuers’ request.) The Act defines a “beneficial owner” as any person who
has, or shares, the power to vote a security (pursuant to an agreement or otherwise), or who directs the voting of a security. The Act
defines a “respondent bank” as any bank, association or other entity that exercises fiduciary powers which holds securities
on behalf of beneficial owners and deposits such securities for safekeeping with a bank, such as the Custodian. Under the Act, a customer
is either the “beneficial owner” or a “respondent bank”. The “customer” for purposes hereof shall
mean the Borrower and each Lender, each of which shall be deemed to be the “beneficial owner” (as defined in the Act) of
such securities to be held by the Custodian hereunder, and each of the Borrower and the Lenders hereby waives any objection to the disclosure
of its name, address and securities position to any such issuer which requests such information pursuant to the Act for the specific
purpose of direct communications between such issuer and the Borrower and each Lender. Each of the Borrower and the Lenders may, by written
notice to the Custodian, opt out of the waiver referred to in the foregoing sentence and elect not to consent to the disclosure referred
to in the foregoing sentence. With respect to such securities issued outside of the United States, information shall be released to issuers
only if required by law or regulation of the particular country in which the securities are located.


 


(d)           At
any time and from time to time the Borrower, or the Services Provider on the Borrower’s behalf, may deposit into the Custodial
Account Collateral Loans and/or Eligible Investments not previously subject to the Lien of the Collateral Agent (for the benefit of the
Secured Parties) granted under this Agreement; provided that (i) the requirements of Section 6.5 are complied with and
(ii) upon such deposit into the Custodial Account, such assets shall automatically be subject to the Lien of the Collateral Agent (for
the benefit of the Secured Parties) granted under this Agreement. Any such deposit shall be irrevocable. The Borrower shall notify the
Agents in writing of any such deposit prior to or contemporaneously therewith.


 


Section 8.5       Acquisition of
Collateral Loans and Eligible Investments. Each time that the Borrower acquires any Collateral Loan, Eligible Investment or other
Collateral, the Borrower shall, if such Collateral Loan or Eligible Investment or other Collateral has not already been transferred to
the Custodial Account, transfer or cause the transfer of such Collateral Loan or Eligible Investment and other Collateral to the Custodian
to be held for the benefit of the Collateral Agent in accordance with the terms of this Agreement. The security interest of the Collateral
Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the
part of the Collateral Agent, be released. The security interest of the Collateral Agent shall nevertheless come into existence and continue
in the Collateral Loans and Eligible Investments and other Collateral so acquired, including all rights of the Borrower in and to any
Related Contracts and Collections with respect to such Collateral Loans and Eligible Investments and other Collateral.


 






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Section 8.6        Release of Security
Interest in Sold Collateral Loans and Eligible Investments; Release of Security Interests Upon Termination.


 


(a)           Upon
any sale or other disposition of a Collateral Loan or Eligible Investment or other Collateral (or portion thereof) in accordance with
the terms of this Agreement, the security interest of the Collateral Agent in such Collateral Loan or Eligible Investment or other Collateral
(or the portion thereof which has been sold or otherwise disposed of), and in all Collections and rights under Related Contracts with
respect to such Collateral Loan or Eligible Investment or other Collateral (but not in the proceeds of such sale or other disposition)
shall, immediately upon the sale or other disposition of such Collateral Loan or Eligible Investment or other Collateral (or such portion),
and without any further action on the part of the Collateral Agent, be released, except for the proceeds of such sale or other disposition
and except to the extent of the interest, if any, in such Collateral Loan or Eligible Investment or other Collateral which is then retained
by the Borrower or which thereafter reverts to the Borrower for any reason.


 


(b)           Upon the payment in full of the Obligations and termination of all Commitments hereunder, the Collateral shall be released from
the liens created hereby and under the other Loan Documents, and this Agreement and all obligations of the Agents and each Lender hereunder
shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall
revert to the Borrower. At the request and sole expense of the Borrower following any such termination, the Administrative Agent and/or
the Collateral Agent, as applicable, shall promptly deliver to the Borrower (or its designee) any Collateral held by such Agent hereunder,
and execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination. Any such
release or termination shall be subject to the provision that the Obligations shall be reinstated if after such release or termination
any portion of any payment in respect of the Obligations shall be rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, the Borrower or any substantial part of its property, or otherwise, all as though
such payment had not been made.


 


Section 8.7           
Method of Collateral Transfer. Notwithstanding any other provision of this Agreement, each item of Collateral shall be delivered
to the Custodian by:


 


(a)           with respect to such of
the Collateral as constitutes an instrument, tangible chattel paper, a negotiable document (other than Related Contracts), or money,
causing the Custodian to take possession of such instrument indorsed to the Custodian or in blank, or such money, negotiable document,
or tangible chattel paper, in the State of New York separate and apart from all other property held by the Custodian;


 


(b)           with respect to such of
the Collateral as constitutes a certificated security in bearer form, causing the Custodian to take possession of the related security
certificate in the State of New York;


 


(c)           with respect to such of the Collateral as constitutes a certificated security in registered form, causing the Custodian to take
possession of the related security certificate in the State of New York or the Commonwealth of Massachusetts, indorsed to the Custodian
or in blank by an effective indorsement, or registered in the name of the Custodian, upon original issue or registration of transfer by
the issuer of such certificated security;


 


(d)           with respect to such of
the Collateral as constitutes an uncertificated security, causing the issuer of such uncertificated security to register the Custodian
or its nominee for the account of the Custodian as the registered owner of such uncertificated security;


 






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(e)           with respect to such of
the Collateral as constitutes a security entitlement, causing the Securities Intermediary to indicate by book entry that the financial
asset relating to such security entitlement has been credited to the Custodial Account;


 


(f)            with respect to such of the Collateral as constitutes a deposit account, causing such deposit account to be established and maintained
in the name of the Collateral Agent or the Custodian, as applicable, by a bank the jurisdiction of which for purposes of the UCC is the
State of New York;


 


(g)           with
respect to such of the Collateral as constitutes cash, causing such cash to be credited to a Covered Account that is a deposit account;
and


 


(h)           taking such additional or alternative procedures as may hereafter become appropriate to grant a first priority, perfected security
interest in such items of the Collateral to the Collateral Agent, consistent with Applicable Law or regulations.


 


If any item of Collateral is
a financial asset issued by an issuer that is not the United States of America, an agency or instrumentality thereof, or some other United
States person or entity, and if such item cannot be delivered as set forth above, such item may be delivered by the Collateral Agent holding
such item in an account created and maintained in the name of the Collateral Agent with a banking or securities institution or a clearing
agency or system located outside the United States such that the Collateral Agent holds a first priority, perfected security interest
in such item of Collateral.


 


The Borrower agrees to record
and file after the Closing Date all appropriate UCC-1 financing statements, continuation statements, and other amendments, meeting the
requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect and protect the interests of the Secured
Parties in the Collateral under the applicable UCC against all creditors of and purchasers from the Borrower. The Borrower promptly shall
deliver file-stamped copies of such UCC-1 financing statements, continuation statements, and amendments to the Agents.


 


In connection with each transfer
of an item of Collateral to the Collateral Agent and/or the Custodian, the Collateral Agent or the Custodian, as applicable, shall make
appropriate notations on its records indicating that such item of the Collateral is held for the benefit of the Secured Parties pursuant
to and as provided in this Agreement and the other Loan Documents. Effective upon the transfer of an item of Collateral to the Collateral
Agent and/or the Custodian, the Collateral Agent or the Custodian, as applicable, shall be deemed to acknowledge that it holds such item
of Collateral as Collateral Agent or as Custodian, as applicable, under this Agreement and the other Loan Documents for the benefit and
security of the Secured Parties.


 


Notwithstanding any other provision
of this Agreement, the Collateral Agent shall not hold any item of Collateral through an agent except as expressly permitted by this Section
8.7.


 






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Section 8.8       Continuing Liability of the Borrower. Notwithstanding anything herein to the contrary, the Borrower shall remain liable
under each Related Contract, interest and obligation included in the Collateral, to observe and perform all the conditions and obligations
to be observed and performed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and shall do nothing
to impair the security interest of the Collateral Agent in any Collateral. None of the Collateral Agent, the Document Custodian, the Custodian
or any Secured Party shall have any obligation or liability under any such Related Contract, interest or obligation by reason of or arising
out of this Agreement or the receipt by the Collateral Agent, the Document Custodian, the Custodian or any Secured Party of any payment
relating to any such Related Contract, interest or obligation pursuant hereto, nor shall the Collateral Agent, the Document Custodian,
the Custodian or any Secured Party be required or obligated in any manner to perform or fulfill any of the obligations of the Borrower
thereunder or pursuant thereto, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received
by it or the sufficiency of any performance by any party under any such Related Contract, interest or obligation, or to present or file
any claim, or to take any action to collect or enforce any performance or the payment of any amount thereunder to which it may be entitled
at any time.


 


Section 8.9        Reports.


 


(a)           The Collateral Administrator shall deliver or make available to the Borrower by 11:00 a.m. (New York time) on each Business Day
a report describing all Money (including but not limited to a breakdown of all such amounts into Interest Proceeds and Principal Proceeds)
and other property received by it pursuant to the terms of this Agreement and the other Loan Documents on the preceding Business Day (the
 “Daily Report”). If any Money or property shall be received by the Collateral Agent on a day that is not a Business
Day, the Collateral Administrator shall deliver the Daily Report with respect thereto to the Borrower on the next Business Day.


 


(b)           The
Collateral Administrator shall compile and provide, subject to the Collateral Administrator’s receipt from the Services Provider,
the Borrower or the Administrative Agent, as applicable, such information with respect to the Collateral Loans and Eligible Investments
to the extent not maintained or in the possession of the Collateral Administrator, the Collateral Report and the Payment Date Report
in accordance with Exhibit D and Exhibit E hereof, respectively, and prepare drafts of such Collateral Report and Payment
Date Report and provide such drafts to the Services Provider for review and approval; provided that each such draft is to be provided
no later than four days prior to the date the Collateral Report or the Payment Date Report, as applicable, is due. The Borrower shall
cause the Services Provider to review and confirm the calculations made by the Collateral Administrator in such Collateral Report or
Payment Date Report within one Business Day prior to the due date of the Collateral Report or the Payment Date Report.


 


The Services Provider, the Administrative
Agent, the Collateral Agent and the Borrower shall cooperate with the Collateral Administrator in connection with the preparation by the
Collateral Administrator of Collateral Reports and Payment Date Reports. The Services Provider shall review and verify the contents of
the aforesaid reports, instructions, statements and certificates, and upon verification shall make such reports available to S&P.
Upon receipt of approval from the Services Provider, the Collateral Administrator shall transmit the same to the Borrower and shall make
such reports available to the Administrative Agent and each Lender.


 


(c)           The
Collateral Administrator may conclusively rely on and without any investigation, information provided by the Services Provider, Borrower
and Administrative Agent in preparation of the Collateral Report and Payment Date Report. Nothing herein shall obligate the Collateral
Administrator to review or examine such information for accuracy, correctness or validity.


 






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The Collateral Administrator
will make the Collateral Report and Payment Date Report available via its internet website. The Collateral Administrator’s internet
website shall initially be located at http://www.mystatestreet.com. The Collateral Administrator may change the way such statements are
distributed. As a condition to access to the Collateral Administrator’s internet website, the Collateral Administrator may require
registration and the acceptance of a disclaimer. The Collateral Administrator shall be entitled to rely on but shall not be responsible
for the content or accuracy of any information provided in the Collateral Report and the Payment Date Report which the Collateral Administrator
disseminates in accordance with this Agreement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.


 


(d)           Nothing herein shall impose
or imply any duty or obligation on the part of the Collateral Administrator to verify, investigate or audit any such information or data,
or to determine or monitor on an independent basis whether any issuer of the Collateral Loan is in default or in compliance with the
underlying documents governing or securing such securities, from time to time, the role of the Collateral Administrator hereunder being
solely to perform certain mathematical computations and data comparisons as provided herein.


 


(e)           The
Collateral Administrator shall have no liability for any failure, inability or unwillingness on the part of the Services Provider or
the Borrower or the Administrative Agent to provide accurate and complete information on a timely basis to the Collateral Administrator,
or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy
or error in the performance or observance on the Collateral Administrator’s part of any of its duties hereunder that is caused
by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other
party to comply with the terms hereof.


 


(f)            If, in performing its duties
under this Section 8.9 in connection with compiling and delivering reports, the Collateral Administrator is required to decide
between alternative courses of action, the Collateral Administrator may request written instructions from the Services Provider, acting
on behalf of the Borrower, as to the course of action desired by it. If the Collateral Administrator does not receive such instructions
within three Business Days after it has requested them, the Collateral Administrator may, but shall be under no duty to, take or refrain
from taking any such courses of action. The Collateral Administrator shall act in accordance with instructions received after such three-Business
Day period except to the extent it has already taken, or committed itself to take action inconsistent with such instructions. The Collateral
Administrator shall be entitled to rely on the advice of legal counsel and independent accountants in performing its duties hereunder
and shall be deemed to have acted in good faith if it acts in accordance with such advice.


 






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ARTICLE
IX



 


APPLICATION OF MONIES


 


Section 9.1             Disbursements of Funds from Payment Account.


 


(a)           Notwithstanding any other
provision of this Agreement other than Section 6.4, but subject to the other subsections of this Section 9.1 and Article
II (with respect to optional repayment of Loans), on each Quarterly Payment Date, the Collateral Agent shall disburse amounts transferred
to the Payment Account from the Collection Account pursuant to Section 8.2(e) as follows and for application in accordance with
the following priorities (the “Priority of Payments”):


 


(i)            On each Quarterly
Payment Date, prior to the distribution of any Principal Proceeds, Interest Proceeds shall be applied as follows:


 


(A)          to
the payment of the following amounts in the following priority (without duplication): (1) Taxes (but not including any accrued and unpaid
Increased Costs), registration and filing fees then due and owing by the Borrower, (2) accrued and unpaid Administrative Expenses in
the order set forth in the definition thereof and (3) on any Quarterly Payment Date other than the final Quarterly Payment Date, to the
retention in the Collection Account of an amount equal to the Retained Expense Amount for such Quarterly Payment Date; provided
that the aggregate amount of payments under this clause (A)(2) and (3) shall not exceed on any Quarterly Payment Date the sum of (a)
the Quarterly Cap plus (b) the Retained Expense Amount determined on the immediately prior Quarterly Payment Date less (c) Administrative
Expenses paid pursuant to Section 8.2(d) during the Due Period relating to such Quarterly Payment Date;


 


(B)           if
the Borrower is party to any Interest Hedge Agreements, to the payment of any amounts owing by the Borrower to the Interest Hedge Counterparties
thereunder (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of
default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the
sole affected party or the defaulting party);


 


(C)           unless deferred
by the Services Provider (or its designee), to the payment to the Services Provider (or its designee) of all due and unpaid Senior Services
Fees that have not been deferred on prior Quarterly Payment Dates;


 


(D)          to the Lenders
for payment (on a pro rata basis) of accrued interest and solely to the Revolving Lenders in respect of their Revolving Loans,
Commitment Fees (ratably in proportion to their respective Percentage Shares) on the Loans due on such Quarterly Payment Date (excluding
the additional two percent of interest payable at the Post-Default Rate);


 






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(E)           if any of the
Coverage Tests are not satisfied as of the related Calculation Date, to the prepayment of principal of the Loans (to be allocated to
the Loans according to the Principal Allocation Formula) until such tests satisfied;


 


(F)           to
the payment of amounts described in clause (A) above to the extent not paid thereunder (without regard to any cap or limitation);


 


(G)           first, to the payment of amounts described in clause (D) above to the extent not paid thereunder, and second, to
the payment of any Lender’s Increased Costs;


 


(H)          to
the payment to the Services Provider (or its designee) of any previously deferred Senior Services Fees that the Services Provider elects
to be paid on such Quarterly Payment Date by notice to the Collateral Agent prior to the related Calculation Date;


 


(I)            unless
deferred by the Services Provider (or its designee), to the payment to the Services Provider (or its designee) of (1) all due and unpaid
Subordinated Services Fees that have not been deferred on prior Quarterly Payment Dates and (2) any previously deferred Subordinated
Services Fees that the Services Provider elects to be paid on such Quarterly Payment Date by notice to the Collateral Agent prior to
the related Calculation Date;


 


(J)            if the Borrower
is party to any Interest Hedge Agreements, to any amounts owing by the Borrower to the Interest Hedge Counterparties under such Interest
Hedge Agreements to the extent not paid under clause (B) above (without regard to any cap or limitation);


 


(K)          all remaining Interest Proceeds:


 


(1)                during the Reinvestment Period, at the sole discretion of the Services Provider, either (i) to the Borrower for payment as directed
by the Borrower, including as to make a distribution to the Parent under the Equity Interest held by the Parent in the Borrower; (ii)
to the Collection Account to be applied as Principal Proceeds for the purchase of additional Collateral Loans, (iii) to be applied to
prepay the principal of the Loans pursuant to Section 2.7, and/or (iv) for deposit into the Future Funding Reserve Account; and


 


(2)                after
the Reinvestment Period, to the Borrower or for payment as directed by the Borrower, either to (i) make a distribution to the Parent
under the Equity Interest held by the Parent in the Borrower; or (ii) prepay the principal of the Loans pursuant to Section 2.7.


 






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(ii)           On
each Quarterly Payment Date, following the distribution of all Interest Proceeds as set forth in Section 9.1(a)(i) above, Principal
Proceeds (other than Principal Proceeds previously reinvested in Collateral Loans or otherwise designated by the Borrower for application
pursuant to the parenthetical contained in Section 8.2(a)(ii) or otherwise to provide for any Unsettled Amount shall be applied
as follows; provided that after giving effect to any such payment no Commitment Shortfall would exist (and, to the extent that
any Commitment Shortfall would exist, Principal Proceeds shall first be deposited in the Future Funding Reserve Account in the amount
needed to eliminate such Commitment Shortfall):


 


(A)          to the payment
of unpaid amounts in items (A) through (E) in Section 9.1(a)(i) above (in such order of priority stated therein);


 


(B)           during the Reinvestment
Period, all remaining Principal Proceeds, at the sole discretion of the Services Provider:


 


(1)                to the Collection
Account for the purchase of additional Collateral Loans;


 


(2)                to be applied
to prepay the principal of the Loans pursuant to Section 2.7; and/or


 


(3)                to be deposited
into the Future Funding Reserve Account;


 


(C)           after the Reinvestment
Period,


 


(1)                first,
to be applied to the payment of principal and other obligations on the Loans until repaid in full;


 


(2)               
second, to the payment of amounts referred to in items (F) through (J) in Section 9.1(a)(i) above, in the priority
set forth therein but only to the extent not paid in full thereunder; and


 


(3)                third,
to the Borrower or for payment as directed by the Borrower, including to make a distribution to the Parent under the Equity Interest
held by the Parent in the Borrower.


 


(b)           If on any Quarterly Payment
Date the amount available in the Payment Account from amounts received in the related Due Period is insufficient to make the full amount
of the disbursements required pursuant to any clause in the Priority of Payments, the Collateral Agent shall make the disbursements called
for in the order and according to the priority set forth under Section 9.1(a) and ratably or in the order provided within a clause,
as applicable, in accordance with the respective amounts owing under any such clause, to the extent funds are available therefor.


 


(c)           On
each Quarterly Payment Date, the Collateral Administrator (on behalf of the Borrower) shall deliver to the Administrative Agent, the
Collateral Agent, the Services Provider and S&P (so long as S&P is rating the Loans) a report (the “Payment Date Report”)
containing the information described in Exhibit E hereto pursuant to Section 8.9 specifying the amount of Interest Proceeds
(and, of such amount, the amount of Fee Proceeds) and Principal Proceeds received during the preceding Due Period and the amounts to
be applied to each purpose set forth in Section 9.1(a). The information in each Payment Date Report shall be determined as of
the Calculation Date immediately preceding the applicable Quarterly Payment Date. For the avoidance of doubt, in any month in which a
Quarterly Payment Date occurs, the Collateral Report and the Payment Date Report may be combined into a single report.


 






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(d)           In the event that the Services
Provider obtains actual knowledge of or receives written notice that any Interest Hedge Counterparty defaults in the payment of its obligations
to the Borrower under any Interest Hedge Agreement on the payment date therefor, the Services Provider shall notify the Borrower which
shall (or the Services Provider on behalf of the Borrower shall) make a demand on such Interest Hedge Counterparty, or any guarantor,
if applicable, demanding payment by 12:00 noon, New York time, on the next Business Day. The Services Provider shall give notice to the
Lenders, the Administrative Agent, S&P, the Borrower and the Collateral Agent upon the continuing failure by such Interest Hedge
Counterparty (or applicable guarantor) to perform its obligations for one Business Day following a demand made by the Borrower (or the
Services Provider on behalf of the Borrower) on such Interest Hedge Counterparty.


ARTICLE
X



 


SALE OF COLLATERAL LOANS; ELIGIBILITY CRITERIA; CONDITIONS TO SALES AND PURCHASES


 


Section 10.1           Sale of Collateral
Loans.


 


(a)           Sales,
Substitutions and Assignments. Provided that no Event of Default has occurred and is continuing (except for sales pursuant
to clauses (i), (iii), (iv), (vi) or (viii) below which shall be permitted during the continuance of an Event of Default but only so
long as the Majority Lenders have provided their written consent thereto pursuant to Section 6.2(a)) and subject to the satisfaction
of the conditions specified in this Agreement, including without limitation Sections 5.33, 10.1(b) and 10.1(c),
the Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing to sell, and the Collateral
Agent shall sell or substitute in the manner directed by the Borrower or the Services Provider (on behalf of the Borrower) in writing,
any Collateral Loan or other loan included in the Collateral (including (x) subject to Section 10.1(b), the sale by participation
of all or a portion of the Borrower’s interest in any Collateral Loan or other loan and (y) without limitation, the sale by assignment
of a portion of the Borrower’s interest in any Collateral Loan or other loan); provided that (x) such sale meets the requirements
of any one of clauses (i) through (viii) of this Section 10.1(a) and (y) such substitution shall meet the requirements of clause
(vii) of this Section 10.1(a), each of which requirements shall be satisfied upon receipt by the Collateral Agent of a trade ticket
or other direction to sell or substitute (which shall be deemed to be a representation and certification from the Borrower or the Services
Provider that such conditions are satisfied):


 


(i)            Credit
Risk Loans. The Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing to sell
any Credit Risk Loan at any time during or after the Reinvestment Period without restriction.


 






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(ii)           Credit Improved Loans. The Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent
in writing to sell any Credit Improved Loan either:


 


(A)          at any time if the Sale Proceeds from such sale are at least equal to the Investment Criteria Adjusted Balance of such Credit Improved
Loan; or


 


(B)          during the Reinvestment
Period if the Borrower, or the Services Provider in compliance with the Servicing Standard, reasonably believes prior to such sale that
it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale in one or more additional
Collateral Loans with an Aggregate Principal Balance (together with any Collateral (which, for the avoidance of doubt, may be Collateral
Loans or Cash) contributed (which contribution shall be irrevocable) by the Borrower or the Services Provider on the Borrower’s
behalf prior to such sale) at least equal to the Investment Criteria Adjusted Balance of such Credit Improved Loan within 30 Business
Days of such sale.


 


(iii)          Defaulted
Loans. The Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing to sell any Defaulted
Loan at any time during or after the Reinvestment Period without restriction.


 


(iv)          Equity Securities.
The Borrower or the Services Provider (on behalf of the Borrower) shall use its commercially reasonable efforts to effect the sale of
any Equity Security within 45 days after receipt if such Equity Security constitutes Margin Stock, unless such sale is prohibited by
Applicable Law, in which case such Equity Security shall be sold as soon as such sale is permitted by Applicable Law.


 


(v)           Discretionary
Sales. The Borrower or the Services Provider on behalf of the Borrower may at any time direct the Collateral Agent in writing to
sell any Collateral Loan that is not covered by another provision of this Section 10.1; provided that such sale shall be
permitted only so long as (A)(i) the Aggregate Principal Balance of all such Collateral Loans (excluding (v) Equity Securities, (w) CCC
Collateral Loans that at the time of the commitment to sell constituted CCC Excess, (x) Post-Transition S&P CCC Collateral Loans,
(y) Credit Risk Loans and (z) Defaulted Loans) sold during the preceding period of twelve calendar months (or, for the first twelve calendar
months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of Total Capitalization, as
of the first day of such twelve calendar month period (or as of the Closing Date, as the case may be) or (ii) such sale is in connection
with a Permitted Securitization (including, for the avoidance of doubt, sales to an Affiliate of the Borrower that is not the issuer
or debtor in the Permitted Securitization in amounts necessary to satisfy the requirements of sub-clause (x) of clause (b) of the definition
of Permitted Distribution), (B) such Loan is sold for a price not less than its Principal Balance (unless the Borrower has received a
capital contribution in an amount equal to the excess of such Principal Balance over such sale price); provided that this clause
(B) shall not apply during the Reinvestment Period so long as before and immediately after giving effect to such sale the Overcollateralization
Ratio is not less than 176.76% and (C) after giving effect to such sale, the requirements of Section 5.37 are satisfied as of
such date. Any written direction given by the Borrower or the Services Provider on behalf of the Borrower to the Collateral Agent that
pursuant to this clause (v) shall be deemed a representation and certification by the Borrower or the Services Provider on behalf of
the Borrower to the Collateral Agent this clause (v) has been satisfied.


 






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(vi)          Mandatory
Sales. The Borrower or the Services Provider (on behalf of the Borrower) shall use its commercially reasonable efforts to effect
the sale of any Collateral Loan (other than Defaulted Loans) that no longer meets the criteria described in clause (n) in the definition
of “Collateral Loan,” within 18 months of the failure of such Collateral Loan to meet any such criteria (unless (1) the Rating
Condition is satisfied or (2) the Borrower or the Services Provider determines that such sale would not be in the best interests of the
Lenders).


 


(vii)        
[Reserved].


 


(viii)        Sales
in Connection with Payment in Full and Termination of the Facility. The Borrower, or the Services Provider on behalf of the Borrower,
may direct the Collateral Agent in writing to sell, assign or transfer all or any portion of the Collateral in connection with the payment
in full of all of the Obligations (other than any unasserted Contingent Obligations) and the payment of any other amounts required to
be paid pursuant to the Priority of Payments; provided that the proceeds from any such sale, assignment or transfer directed pursuant
to this Section 10.1(a)(viii) are sufficient to pay in full all of the Obligations (other than any unasserted Contingent Obligations)
and any other amounts required to be paid pursuant to the pursuant to the Priority of Payments (as certified to the Collateral Agent
by the Borrower). For the avoidance of doubt, the Borrower, or the Services Provider on behalf of the Borrower, may only direct such
sales, assignments or transfers contemplated by this Section 10.1(a)(viii) if no Enforcement Event (as defined in Section 6.2(b))
has occurred and is continuing at such time.


 


(b)           Participations. The Borrower may not sell a participation interest in a Revolving Collateral Loan or a Delayed Funding Loan.


 


(c)           Sales
for Cash of Collateral Loans. All sales of Collateral Loans or any portion thereof pursuant to this Section 10.1 shall be
for Cash on a non-recourse basis, which shall be deemed Principal Proceeds for all purposes hereunder; provided that if such sale
is in connection with a Permitted Securitization pursuant to Section 10.1(a)(v), a portion of the purchase price equal to the
amount of Permitted Distribution that the Borrower may distribute to the Parent in accordance with Section 5.29 may be paid by
means of proper accounting entries being entered upon the accounts and records of the Permitted Securitization’s issuer, the Borrower
and Parent to evidence the purchase of subordinated notes by the Parent from the Permitted Securitization’s issuer in the amount
of such Permitted Distribution, netted against the purchase of Collateral Loans by the Permitted Securitization’s issuer from the
Borrower in the amount of such Permitted Distribution netted against such Permitted Distribution by the Borrower to the Parent.


 






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(d)           Repurchase
or Substitution of Warranty Collateral Loans. In the event of a breach of Section 4.10, Section 4.14 or Section 4.19
or of a material breach of any other representation, warranty, undertaking or covenant set forth in Article IV or Article
V with respect to a Collateral Loan (each such Collateral Loan, a “Warranty Collateral Loan”), no later than 30
days after the earlier of (x) knowledge of such breach on the part of the Borrower or the Services Provider and (y) receipt by the Borrower
or the Services Provider of written notice thereof given by the Administrative Agent, the Borrower shall cause the Seller to either (a)
repurchase such Warranty Collateral Loans at the applicable Repurchase Price or (b) substitute for such Warranty Collateral Loan one
or more Collateral Loans with an aggregate Principal Balance at least equal to the Repurchase Price of the Warranty Collateral Loan(s)
being replaced; provided, that no such repurchase or substitution shall be required to be made with respect to any Warranty Collateral
Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 30-day period, either
(i) the representations, warranties, undertakings and covenants set forth in Article IV and Article V with respect to such
Warranty Collateral Loan shall be made true and correct in all material respects with respect to such Warranty Collateral Loan as if
such Warranty Collateral Loan had become part of the Collateral on such day, as applicable, or (ii) the Overcollateralization Ratio Test
is satisfied.


 


Section 10.2          Eligibility
Criteria. Unless otherwise specified herein, on and after the Closing Date but solely during the Reinvestment Period, a debt obligation
will be eligible for purchase (including in connection with a substitution pursuant to Section 10.1) by the Borrower and inclusion
in the Collateral only if as evidenced by an officer’s certificate of an Authorized Officer of the Borrower (or the Services Provider
on behalf of the Borrower) delivered to the Collateral Agent, the Eligibility Criteria are satisfied at the time such debt obligation
is purchased (on a trade date basis), after giving effect to the inclusion of such debt obligation.


 


Section 10.3          Conditions
Applicable to all Sale and Purchase Transactions. Any transaction effected under this Article X or in connection with the
acquisition, disposition or substitution of any asset shall be conducted on an arm’s length basis and, if effected with a Person
Affiliated with the Services Provider (or with an account or portfolio for which the Services Provider or any of its Affiliates serves
as investment adviser), shall be effected in accordance with Section 5.33.


ARTICLE
XI



 


CHANGE IN CIRCUMSTANCES


 


Section
11.1          Basis for Determining Interest Rate Inadequate or Unfair. In
the case of Eurodollar Rate Loans, if on or prior to the first day of any Interest Period:


 


(a)           the
Administrative Agent is unable to obtain a quotation for the London Interbank Offered Rate as contemplated by Section
2.5, or


 






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(b)       the
Majority Lenders advise the Administrative Agent that as a result of changes arising after the date of this Agreement the London Interbank
Offered Rate they have determined, in their commercially reasonable judgment, that a material disruption to LIBOR or a change in the
methodology of calculating LIBOR has occurred or the Majority Lenders advise the Administrative Agent that as a result of changes arising
after the date of this Agreement the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and
fairly reflect the cost to such Lenders of funding or maintaining their Eurodollar Rate Loans for such Interest Period, in each case
the Administrative Agent shall forthwith give notice thereof (by telephone confirmed in writing) to the Borrower, the Lenders and the
Collateral Agent, whereupon until the Administrative Agent notifies the Borrower and the Collateral Agent that the circumstances giving
rise to such suspension no longer exist, the obligations (if any) of the Lenders to make Eurodollar Rate Loans shall be suspended, except
in the case of Eurodollar Rate Loans required to fund Exposure Amounts; provided that such Lenders
shall instead fund Base Rate Loans (or in the case of outstanding Loans, such Loans will be converted to Base Rate Loans at the end of
such Interest Period), which Base Rate Loans shall convert to Eurodollar Rate Loans immediately upon the cessation of such circumstances.


 


If
at any time the Administrative Agent or the Borrower reasonably determines that (A)(i) the circumstances set forth in clause (b) have
arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b) have not arisen but the supervisor
for the administrator (of any) of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public
statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such
date, a “LIBOR Termination Date”), or (b) a rate other than LIBOR has become a widely
recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation
with the Borrower) choose a replacement index for LIBOR and make adjustments to applicable margins and related amendments to this Agreement
as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially
equivalent to the all-in LIBOR-based interest rate in effect prior to its replacement.


 






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The
Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted
margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation
and administration of the replacement index-based rate, which replacement rate shall be (x) a comparable or successor floating rate that
is, at such time, broadly accepted by the syndicated loan market for loans denominated in Dollars in lieu of the London Interbank Offered
Rate as determined by the Administrative Agent with the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned
or delayed) or (y) if no such broadly accepted comparable successor rate exists at such time, a successor index rate as the Administrative
Agent may determine with the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed); provided
that (i) any such successor rate shall be applied by the Administrative Agent in a manner consistent with market
practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor rate
shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower. Notwithstanding
anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 12.5),
such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York
City time on the 5th Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent
receives, on or before such 5th Business Day, a written notice from the Majority Lenders stating that such Lenders object to such amendment.


 


Until an
amendment reflecting a new replacement index in accordance with this Section 11.1 is effective,
each advance, conversion and renewal of a Loan will continue to bear interest with reference to LIBOR; provided however,
that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a LIBOR Termination
Date has occurred, then following the LIBOR Termination Date, all Loans shall accrue interest at the Alternate Base Rate plus the
Applicable Margin until such time as an amendment reflecting a replacement index and related matters as described above is implemented.


 


Notwithstanding
anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be
deemed to be zero for purposes of this Agreement


 


Section
11.1 (a) Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or
an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect
of any setting of the then-current Benchmark, then:


 


(x)            if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for
all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any
amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and 


 






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(y)
          if a Benchmark
Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any
Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such
Benchmark Replacement is provided to the Borrower and the Lenders without any amendment to, or further action or consent of any other
party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice
of objection to such Benchmark Replacement from the Borrower or the Lenders comprising the Majority Lenders.


 


(b)           In connection with the implementation of a Benchmark Replacement, the Administrative
Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Loan Document.


 


(c)           The Administrative
Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness
of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d)
below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may
be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to Section 11.1 including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its
or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case,
as expressly required pursuant to Section 11.1.


 


(d)           Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark
is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative
Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement
or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative
Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable
or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on
a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement
that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may
modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously
removed tenor.


 






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(e)                Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any Loan Request
for a Loan, conversion to or continuation of Loans to be made, converted or continued during any Benchmark Unavailability Period and,
failing that, the Borrower will be deemed to have converted any such Loan Request into a request for a Loan of or conversion to the Alternate
Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available
Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will
not be used in any determination of Alternate Base Rate.


 


(f)                 Other than with respect to a Benchmark Transition Event or an
Early Opt-in Election or under the circumstances described in clause (h) below, if the Administrative Agent determines, for any proposed
Interest Period, that: (i) deposits in Dollars are not being offered to banks in the applicable offshore market for the applicable amount
and Interest Period of any Loan; or (ii) LIBOR does not adequately or fairly reflect the cost to the Lenders of funding or maintaining
any Loan, then: (A) the Administrative Agent shall forthwith notify the Lenders and the Borrower; and (B) while such circumstances exist,
none of the Lenders shall allocate any Loans made during such period, or reallocate any Loans allocated to any then-existing Interest
Period ending during such period, to an Interest Period with respect to which interest is calculated by reference to LIBOR. If, with respect
to any outstanding Interest Period, a Lender notifies the Administrative Agent that it is unable to obtain matching deposits in the London
interbank market to fund its purchase or maintenance of such Loans or that LIBOR applicable to such Loans will not adequately reflect
the cost to the Person of funding or maintaining such Loans for such Interest Period, then: (x) the Administrative Agent shall forthwith
so notify the Borrower and the Lenders; and (y) upon such notice and thereafter while such circumstances exist, the applicable Lender
shall not make any Loans during such period or reallocate any Loans allocated to any Interest Period ending during such period, to an
Interest Period with respect to which interest is calculated by reference to LIBOR; provided that, (I) if the forgoing notice relates
to Loans that are outstanding, such Loans shall be converted Loans of the Alternate Base Rate only on the last day of the then-current
Interest Period, and (II) upon receipt of such notice, the Borrower may revoke any outstanding Loan Requests for Loans.


 


Section 11.2           Illegality.
If, on or after the date of this Agreement, the adoption of any Applicable Law, rule or regulation, or any change in any Applicable Law,
rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any Lender in good faith with any request or directive
(whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible
for any Lender to make, maintain or fund its Eurodollar Rate Loans (if any) and such Lender shall so notify the Administrative Agent,
the Administrative Agent shall forthwith give notice thereof (by telephone confirmed in writing) to the Lenders, the Collateral Agent
and the Borrower, whereupon until such Lender notifies the Administrative Agent that the circumstances giving rise to such suspension
no longer exist, the obligation of such Lender to make Eurodollar Rate Loans (if any) shall be suspended (provided that such Lender
shall instead fund Base Rate Loans (or in the case of outstanding Loans, such Loans will be converted to Base Rate Loans at the end of
such Interest Period, or sooner if required by law). Before giving any notice to the Administrative Agent pursuant to this Section
11.2, such Lender shall designate a different Applicable Lending Office if such designation would avoid the need for giving such
notice and would not be otherwise disadvantageous to such Lender. If circumstances subsequently change so that it is no longer unlawful
for an affected Lender to make or maintain Eurodollar Rate Loans as contemplated hereunder, such Lender will, as soon as reasonably practicable
after such Lender becomes aware of such change in circumstances, notify the Borrower, the Collateral Agent and the Administrative Agent
and upon receipt of such notice, the obligations of such Lender to make or continue Eurodollar Rate Loans shall be reinstated.


 






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Section 11.3       
Increased Cost and Reduced Return.


 


(a)           If,
on or after the date hereof, the adoption of any Applicable Law, rule or regulation, or any change in any Applicable Law, rule or regulation,
or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or
directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem
applicable any reserve (including, without limitation, any such requirement imposed by the Federal Reserve Board, special deposit, insurance
assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable
Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition
affecting its Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Eurodollar Rate Loans, and
the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining
any Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement
or under its Notes with respect thereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment
hereunder, (y) Taxes described in clauses (ii) through (iv) of the definition of “Excluded Taxes” and (z) Connection Income
Taxes), such additional amount or amounts as will compensate such Lender for such increased cost or reduction shall constitute “Increased
Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no
greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.


 


(b)           If
any Lender shall have determined that, after the date hereof, the adoption of any Applicable Law, rule or regulation regarding liquidity
or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof
by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request
or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency,
has or would have the effect of reducing the rate of return on capital of such Lender as a consequence of such Lender’s obligations
hereunder to a level below that which such Lender could have achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then, upon demand (which
demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to the Administrative
Agent, the Collateral Agent and S&P), such additional amount or amounts as will compensate such Lender for such reduction (to the
extent funds are available therefor in accordance with the Priority of Payments) shall constitute “Increased Costs” payable
by the Borrower pursuant to Sections 9.1(a) and 6.4.


 






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(c)           Each
Lender will promptly notify the Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different
Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not be otherwise
disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 11.3 and setting forth in
reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be delivered in connection with
any request for compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use
any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section
11.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall
not be required to compensate a Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than
six months prior to the date on which the applicable Lender notifies the Borrower; provided that if the event giving rise to such increased
costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive
effect thereof.


 


(d)           Notwithstanding
anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (i) by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European
Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements
directive existing on the Closing Date impacting European banks and other regulated financial institutions, (ii) pursuant to the Dodd-Frank
Wall Street Reform and Consumer Protection Act and (iii) in connection with the EU Retention Requirements shall, in each case, be deemed
to be a change or adoption of any law, rule or regulation for purposes of this Section 11.3, regardless of the date enacted, adopted,
issued or implemented; provided, however, that the Borrower shall not be responsible for any increased costs relating to
the EU Retention Requirements so long as the Retention Provider is in compliance with the requirements set forth in the Retention Letter.


 


(e)           Notwithstanding anything
to the contrary in this Section 11.3, the Borrower shall not be required to pay amounts to any Lender under this Section 11.3
to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.4. To the extent the Borrower
is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes pursuant to Section 11.4,
the provisions of Section 11.4 shall control.


 


(f)            For the avoidance of doubt,
the Borrower shall not be obligated to pay additional amounts to a Lender pursuant to clauses (a) or (b) of this Section 11.3
to the extent any such additional amounts are attributable to a failure by a Lender to comply with its obligations under the EU Retention
Requirements that are within its control.


 






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Section 11.4          Taxes.


 


(a)           Except as required by Applicable
Law, any and all payments by or on behalf of the Borrower to or for the account of any Lender or any Agent under any Loan Document shall
be made without deduction or withholding for any Taxes. If any Applicable Law (as determined in the good faith discretion of an applicable
withholding agent) requires the deduction or withholding of any Tax from any such payment, then the applicable withholding agent shall
be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased
as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional
sums payable under this Section 11.4(a)) the applicable Lender or Agent (as the case may be) receives an amount equal to the sum
it would have received had no such deduction or withholding been made. The Borrower shall furnish to the Collateral Agent and the Administrative
Agent at their respective addresses set forth on the signature pages hereof, the original or a certified copy of a receipt evidencing
payment thereof or, if a receipt is not available, such other evidence of payment as may be reasonably acceptable to such Lender, the
Administrative Agent or the Collateral Agent.


 


(b)           The Borrower agrees to pay
to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the applicable Agent reimburse it for payment
of, any Other Taxes.


 


(c)           (i)            The Borrower agrees
to indemnify each Lender for the full amount of any Indemnified Taxes (including Indemnified Taxes, imposed or asserted on or attributable
to amounts payable under this Section 11.4) paid or payable by such Lender (as the case may be). This indemnification shall be
made within ten days from the date such Lender (as the case may be) makes demand therefor accompanied by evidence reasonably satisfactory
to the Borrower establishing liability for such Taxes.


 


(ii)           Each Lender
shall severally indemnify the Collateral Agent and the Administrative Agent for (i) any Indemnified Taxes attributable to such Lender
(but only to the extent that the Borrower has not already indemnified the Collateral Agent or the Administrative Agent (as the case may
be) for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 12.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded
Taxes attributable to such Lender, in each case, that are payable or paid by the Collateral Agent or the Administrative Agent (as the
case may be) in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. This indemnification shall be made
within ten days from the date the Collateral Agent or the Administrative Agent (as the case may be) makes demand therefor accompanied
by evidence reasonably satisfactory to the relevant Lender establishing liability for such Taxes.


 


(d)           (i)            Each Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower and any Agent, at the time or times reasonably requested by the Borrower or the Agent, such
properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made
without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or any Agent,
shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable
the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 11.4(d)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or
would materially prejudice the legal or commercial position of such Lender.


 






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(ii)           Without limiting
the generality of the foregoing, in the event that the Borrower is a U.S. Borrower,


 


(A)          any Lender that
is a U.S. Person shall deliver to the Borrower and any Agent on or about the date on which such Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies of IRS Form W-9 certifying
that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)          any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to the Borrower and any Agent (in such number of copies as shall be requested
by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable:


 


(1)               in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to
payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect
to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


 


(2)               executed
copies of IRS Form W-8ECI;


 


(3)               in the case
of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate
substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning
of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code
(a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or


 






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(4)               to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS
Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such
Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct
and indirect partner.


 


(C)           In
addition to the foregoing requirements of this Section 11.4(d), each Foreign Lender shall, to the extent it is legally entitled
to do so and as would not materially prejudice its commercial position, on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or any Agent), deliver to the Borrower
and such Agent (in such number of copies as shall be requested by the recipient) executed originals of any other form prescribed by Applicable
Law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with any required
supplementary information as may be prescribed by Applicable Law to permit the Borrower or the Agent to determine the withholding or
deduction required to be made.


 


(D)          If a payment made
to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to
comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),
such Lender shall deliver to the Borrower and any Agent at the time or times prescribed by law and at such time or times reasonably requested
by the Borrower or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and
the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender hereby
agrees that if any form or certification such Lender previously delivered pursuant to this Section 11.4(d) expires or becomes obsolete
or inaccurate in any respect, such Lender shall update such form or certification or notify the Borrower and the Agents in writing of
its legal inability to do so, in each case promptly after such form or certification so expires or becomes obsolete.


 


(e)           If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 11.4,
then such Lender will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment
which may thereafter accrue if such change, in the sole judgment of such Lender, does not otherwise cause such Lender to incur additional
costs or legal or regulatory burdens that the Lender considers in its good faith reasonable judgment to be material. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 






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(f)            If
a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been
indemnified under this Section 11.4 (including by the payment of additional amounts pursuant to this Section), it shall pay to
the Borrower an amount equal to such refund (but only to the extent of indemnity payments made or additional amounts paid under this
Section 11.4 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such
Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The Borrower,
upon the request of such Lender, shall repay to such Lender the amount paid over pursuant to this clause (f) (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) in the event that such Lender is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this clause (f), in no event will a Lender be required to
pay an amount to the Borrower pursuant to this clause (f) the payment of which would place the Lender in a less favorable net after-Tax
position than the Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This
clause (f) shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the Borrower or any other Person.


 


(g)           Notwithstanding anything
to contrary contained in this Section 11.4, all payments made to a Lender pursuant to this Section 11.4 shall only be made
to the extent funds are available in accordance with the Priority of Payments.


 


(h)           Each party’s obligations
under this Section 11.4 shall survive the resignation or replacement of the Collateral Agent or the Administrative Agent or any
assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all obligations under any Loan
Document.


 


Section 11.5           Replacement
of Lenders.


 


(a)           (x)
If and for so long as any Lender is (1) a Downgraded Lender (subject to clauses (b) and (c) below), (2) a Defaulting Lender, (3) requesting
compensation under Section 11.3 or (4) unable to make Loans under Section 11.2, (y) if the Borrower is required to pay
any additional amount to such Lender or any authority for the account of such Lender pursuant to Section 11.4 or (z) if and for
so long as the obligations of any Lender under this Agreement are the subject of a Bail-In Action, then the Borrower may, at its sole
expense and effort, upon notice to such Lender, the Agents and S&P, direct such Lender to assign and delegate (and such Lender shall
comply with such direction but shall have no obligation to search for, seek, designate or otherwise try to find, an assignee), without
recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.6), all of its
interests, rights and obligations under this Agreement and the Notes to a financial institution that is (I) eligible to purchase the
replaced Lender’s Loans under the terms hereof, (II) not prohibited by any Applicable Law from making such purchase and (III) not
the subject of a Bail-In Action with respect to its obligations hereunder (such purchaser, an “Approved Purchaser”),
which shall assume such obligations (and which may be another Lender, if such other Lender accepts such assignment); provided
that:


 






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(i)            such assigning
Lender shall have received payment of an amount equal to the aggregate outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under its Note (including any amounts under Section 2.8) from such
Approved Purchaser (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts);


 


(ii)           in the case
of any such assignment or delegation resulting from a claim for compensation under Section 11.3 or payments required to be made
pursuant to Section 11.4, such assignment or delegation will result in a reduction in such compensation or payments thereafter;


 


(iii)          such assignment or delegation does not conflict with any Applicable Law; and


 


(iv)          such
Approved Purchaser shall deliver to the Borrower a notice of whether such Lender will be a CP Lender and, if so, the basis of the interest
payable to such Approved Purchaser.


 


(b)           If and for so long as any
Lender is a Downgraded Lender or a Defaulting Lender hereunder:


 


(i)             in the case
of a Downgraded Lender, it holds any portion of the Revolving Commitments that remain in effect, then, as soon as practicable and in
any event within 30 days after becoming a Downgraded Lender, (x) it shall deposit an amount equal to its Undrawn Commitments at such
time into the Lender Collateral Account and (y) all principal payments in respect of the Loans which would otherwise be made to such
Downgraded Lender shall be diverted to the Lender Collateral Subaccount of such Downgraded Lender in accordance with Section 8.3(d),
and any amounts in such Lender Collateral Subaccount shall be applied to any future funding obligations of such Downgraded Lender; and


 


(ii)            in the case
of a Defaulting Lender, (x) the Commitment and Loans of any such Defaulting Lender shall not be included in determining whether the Majority
Lenders or Majority Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or
other modification pursuant to Section 12.5); provided that (i) a Defaulting Lender’s vote shall be included with
respect to any action hereunder relating to any change that would require the consent of each Lender or each affected Lender under Section
12.5 (to the extent such Defaulting Lender is such an affected Lender) and (ii) a Defaulting Lender shall retain its voting rights
if such Defaulting Lender is the only Lender, which vote shall not be unreasonably withheld, conditioned or delayed, and (y) no Defaulting
Lender shall be entitled to receive any Commitment Fee for any period during which time that Lender is a Defaulting Lender (and the Borrower
shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender during
such time).


 






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(c)           Notwithstanding anything
in Section 11.5(a) to the contrary, (i) a Lender shall not be required to make any assignment or delegation referred to in Section
11.5(a) if, prior thereto, as a result of a waiver by such Lender or the Borrower or otherwise, the circumstances entitling the Borrower
to require such assignment and delegation cease to apply and such Lender gives notice thereof to the Borrower and (ii) the Borrower may
not require a Downgraded Lender to make any such assignment or delegation during the 30-day period referred to in clause (b)(i) above
or at any time that a Downgraded Lender is in compliance with clause (b)(i)(x) above.


 


(d)           Each of the Administrative
Agent and any replaced Lender will agree to cooperate with all reasonable requests of the Borrower for the purpose of effecting a transfer
in compliance with this Section 11.5.


 


(e)           Nothing in this Section
11.5 shall be deemed to release a Defaulting Lender or Downgraded Lender from any liability arising from its failure to fund any
Loans it is required to make hereunder.


 


(f)            Notwithstanding
anything to the contrary contained herein but subject to the Write-Down and Conversion Powers of any Resolution Authority, the provisions
of this Agreement relating to Downgraded Lenders solely due to any such Revolving Lender failing to be an Approved Lender (including
Sections 8.3(d) and 11.5) shall continue to apply after the occurrence of a Bail-In Action, including that any amounts
previously deposited in any Lender Collateral Subaccount will remain available in such Lender Collateral Subaccount following the occurrence
of a Bail-In Action for the purposes set forth in this Agreement.


ARTICLE
XII



 


MISCELLANEOUS


 


Section 12.1          Notices.
All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, facsimile, facsimile
transmission, email or similar writing) and shall be given to such party: (i) in the case of the Borrower, the Services Provider, the
Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian or the Document Custodian, at its address, facsimile
number and/or email address set forth on the signature pages hereof, (ii)(A) in the case of the initial Lender, at its address, facsimile
number and/or email address set forth on the signature pages hereof and (B) in the case of any other Lender, at its address, facsimile
number and/or email address set forth in its Administrative Questionnaire (which notices shall be solely by facsimile or email if so
indicated therein), (iii) in the case of S&P, by email to cdo_surveillance@spglobal.com (provided, that (x) in respect of
any application for a ratings estimate by S&P in respect of a Collateral Loan, such request must be submitted to creditestimates@spglobal.com
and (y) in respect to any request to S&P for S&P CDO Monitor cases, such request must be sent to CDOMonitor@spglobal.com unless
otherwise specified by S&P) or (iv) in the case of any party, such other address, facsimile number and/or email address as such party
may hereafter specify for such purpose by notice to the Administrative Agent, the Collateral Agent and the Borrower. Each such notice,
request or other communication shall be effective (w) if given by facsimile, when such facsimile is transmitted to the facsimile number
specified in this Section 12.1 and the appropriate answerback is received, (x) if given by certified or registered mail, upon
delivery, (y) if given by recognized courier guaranteeing overnight delivery, one Business Day after such communication is delivered
to such courier or (z) if given by any other means, when delivered at the address or email address specified in this Section 12.1;
provided that notices to the Administrative Agent under Article XI or to the Collateral Agent under Article VIII
shall not be effective until received.


 






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The Collateral Agent agrees
to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured email, facsimile transmission or other
similar unsecured electronic methods; provided that any person providing such instructions or directions shall provide to the
Collateral Agent an incumbency certificate listing persons designated to provide such instructions or directions, which incumbency certificate
shall be amended whenever a person is added or deleted from the listing. If such person elects to give the Collateral Agent email or
facsimile instructions (or instructions by a similar electronic method) and the Collateral Agent in its discretion elects to act upon
such instructions, the Collateral Agent’s reasonable understanding of such instructions shall be deemed controlling. The Collateral
Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Collateral Agent’s reliance
upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent
written instruction. Any person providing such instructions acknowledges and agrees that there may be more secure methods of transmitting
such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with
its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and
circumstances.


 


Section 12.2          No
Waivers. No failure or delay by either Agent, any Lender or the Borrower in exercising any right, power or privilege hereunder or
under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by law.


 


Section 12.3           Expenses; Indemnification.


 


(a)           The Borrower shall pay
(i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities
Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the
preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to
therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver
or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket
expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection
with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and
other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment
obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.


 






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(b)              
The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the
Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents
and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all
liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements
of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding
(whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time
following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out
of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery
or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise
by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure)
under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral,
(v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any
Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration
of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect
to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred
by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement
as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive
the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity,
this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation
shall be addressed solely by Section 11.4.


 


Section 12.4       
Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way
of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized
at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person,
any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time
or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by
branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the
Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including,
without limitation, all interests in Obligations purchased by such Lender.


 


Each Lender agrees that if
it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of
principal, interest, fees and other amounts due with respect to any Loan held by it which is greater than the proportion received by
any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held
by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held
by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest,
fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided
that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may
have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under
the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation
in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights
with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount
of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower,
waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under
this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean
an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment
of the Loans under Section 2.7.


 






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Section 12.5       
Amendments and Waivers.


 


(a)              
Any provision of this Agreement, the Notes or any other Loan Document may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Borrower and the Majority Lenders (and, if the rights, protections, indemnities or duties
of the Administrative Agent and/or the Collateral Agent are affected thereby, by the Administrative Agent and/or the Collateral Agent,
as the case may be); provided that:


(i)             
no such amendment or waiver shall, unless signed by all the (1) Lenders, extend the Stated Maturity; (2) Revolving Lenders, increase
or decrease the Revolving Commitment of any Revolving Lender or subject any Revolving Lender to any additional obligation; (3) Revolving
Lenders, change the Percentage Share of the Revolving Commitments allocable to any Revolving Lender; (4) Lenders, change the Percentage
Share of the aggregate unpaid principal amount of the Loans, or the number of Lenders, which shall be required for the Lenders or any
of them to take any action under this Section 12.5 or any other provision of this Agreement; (5) Lenders, release any Collateral
except as provided in this Agreement or the other Loan Documents; or (6) Lenders, alter the terms of Section 2.6, Section 2.7,
Section 2.10, Section 6.4, Section 9.1, Section 10.1(c)(ii) or this Section 12.5 (or any defined term
as it is used therein) in a manner adverse to the interests of any Lender;


 


(ii)            
no such amendment or waiver shall, unless signed by all Lenders affected thereby, postpone the date fixed for any payment of principal
of or interest on any Loan or any fees or other amounts hereunder or for any reduction or termination of any Commitment;


 


(iii)             
no such amendment or waiver shall, unless signed by the applicable Lender, reduce the principal of or rate of interest on any
Loan held by such Lender or any fees or indemnities payable for the account of such Lender; provided that the foregoing shall
not apply to the rescission of interest accruing at the Post-Default Rate, which may be rescinded by the Majority Lenders;


 





 



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(iv)               
no amendment or waiver of any provision under this Agreement or any other Loan Document that governs the rights and obligations
of CP Lenders or their Conduit Support Providers (including this Section 12.5(a)(iv)) (other than amendments and waivers that apply
generally to Lenders) or that specifically relates to CP Conduits shall be effective without the written consent of each CP Lender; and


 


(v)              
to the extent an amendment or waiver of any provision of this Agreement directly affects only the Revolving Lenders, then such
amendment, modification or waiver shall be effective with the written consent of the Majority Revolving Lenders.


 


(b)              
In addition to the requirements set forth above in Section 12.5(a), in connection with any proposed amendment or waiver
of this Agreement or any other Loan Document pursuant to this Section 12.5, either (1) such proposed amendment or waiver will
be effective only upon satisfaction of the Rating Condition or the consent of each Lender, or (2) if, in the Borrower’s reasonable
determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender,
then the Borrower shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each
of the Lenders a copy of such proposed amendment or waiver; provided, in the case of the foregoing clause (2), if any Lender notifies
the Borrower prior to the execution of such proposed amendment or waiver that, based on its reasonable determination such proposed amendment
or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will be effective only upon satisfaction
of the Rating Condition or the consent of each Lender; provided, further, that to the extent such proposed amendment or
waiver directly affects only the Revolving Lenders, then for the purposes of the foregoing clause (1) and the proviso to clause (2),
only the consent of each Revolving Lender shall be required.


 


(c)              
The Borrower shall, promptly following the execution of any amendment, waiver or supplement to any Loan Document, provide copies
thereof to each Lender, the Administrative Agent, the Collateral Agent and S&P.


 


Section 12.6       
Successors and Assigns.


 


(a)              
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, except that the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement or the
other Loan Documents without the prior written consent of each of the Lenders except as permitted by this Agreement.


 


(b)              
(i) Any Lender may at any time grant to one or more banks, commercial paper conduits or other institutions (each, a “Participant”)
participating interests in any or all of its Loans; provided that each such Participant represents in writing to such Lender that
it (and each account for which it is acquiring such participating interest) is a “qualified purchaser” for purposes of Section
3(c)(7) of the Investment Company Act. In the event of any such grant by a Lender of a participating interest to a Participant, whether
or not upon notice to the Borrower and the Administrative Agent, such Lender shall remain responsible for the performance of its obligations
hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. An assignment or other transfer which is not permitted by subsection
(c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance
with this subsection (b).


 






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(ii)              
In the event any Lender sells a participation in any or all of its Loans hereunder, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.9, 11.3 and 11.4 (subject to the requirements and limitations therein,
including the requirements under Section 11.4(d) (it being understood that the documentation required under Section 11.4(d)
shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (c) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 11.3(c)
and 11.4(e) as if it were an assignee under paragraph (c) of this Section; and (B) shall not be entitled to receive any greater
payment under Sections 11.3 or 11.4, with respect to any participation, than its participating Lender would have been entitled
to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant
acquired the applicable participation; provided, that with respect to any greater payment under Section 11.3, such Participant shall not
be entitled to receive any greater payment than its participating Lender would have been entitled to receive unless the Borrower has consented
to such participation (unless an Event of Default has occurred and is continuing, in which case no such consent shall be required for
any greater payment to be received). Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use
reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 11.5 with respect to any Participant.
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.4 as though it were a Lender.


 


(iii)               
In the event that any Lender sells participations in any or all of its Loans hereunder, such Lender shall, acting solely for this
purposes as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of all Participants in
the Loans held by it and the principal amount (and stated interest thereon) of the portion of the Loans which is the subject of the participation
(the “Participant Register”). A Loan may be participated in whole or in part only by registration of such participation
on the Participant Register. Any participation of such Loan may be effected only by the registration of such participation on the Participant
Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any
Participant or any information relating to a Participant’s interest in any Loans or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered
form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the United States Treasury Regulations (or, in each case, any amended
or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat
each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have
no responsibility for maintaining a Participant Register.


 






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(iv)               
In the event that any Participant shall be required to cash collateralize its Percentage Share of the Unfunded Amount on any day
prior to the last day of the Reinvestment Period pursuant to the applicable participation agreement, such Unfunded Amount shall be deposited
in the Collection Account. On the last day of the Reinvestment Period (except if the Reinvestment Period terminates as a result of clause
(b) or (d) of the definition thereof), any such amount shall be withdrawn from the Collection Account and deposited into the Future Funding
Reserve Account, and shall deemed to be a Future Funding Reserve Loan made in accordance with Section 2.1; provided, that to the
extent that any such amounts deposited by a Participant exceed such Participant’s Percentage Share of the Unfunded Amount on the
last day of the Reinvestment Period, such excess shall be returned to the applicable Lender for distribution to such Participant.


 


(c)              
(i)With the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld) and the Borrower
(provided that such consent will not be required for an assignment to any existing Lender or Affiliate of a Lender or any assignment
during the existence of an Event of Default or with respect to any assignment from a CP Lender to any other CP Lender that is an affiliate
or under common program management with the assigning CP Lender), any Lender may at any time assign to one or more banks, CP Conduits
or other financial institutions (each, an “Assignee”) all or any portion of its rights and obligations under this
Agreement, the Notes and the other Loan Documents, and such Assignee shall assume such rights and obligations, pursuant to an Assignment
and Assumption executed by such Assignee and such transferor Lender; provided that such assignment is in an amount which is at
least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Loans); provided, further
that after giving effect to such assignment, unless the Borrower shall have provided its prior written consent thereto, Société
Générale and its Affiliates shall hold, collectively, more than 50% of the aggregate Undrawn Commitments and aggregate
principal amount of all of the Loans outstanding at such time.


 


(ii)              
Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the
purchase price agreed between such transferor Lender and such Assignee, such Assignee (and if the Assignee is a Conduit Assignee, any
Related CP Issuer, if such Conduit Assignee does not itself issue commercial paper) shall be a party to this Agreement and shall have
all the rights, protections and obligations of a Lender with Commitments as set forth in such instrument of assumption, and the transferor
Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall
be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent
and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any
such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the
amount of $2,500 (unless such fee is waived by the Administrative Agent). Each Assignee shall deliver to the Borrower and the Administrative
Agent the relevant form or certification in accordance with Section 11.4(d).


 






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(iii)               
For the avoidance of doubt, the Borrower may, but shall have no obligation to, amend, modify or supplement any Loan Document as
requested or required by S&P in connection with any such assignment.


 


(d)              
Any Lender may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank.
No such assignment shall release the transferor Lender from its obligations hereunder. Promptly upon being notified in writing of such
transfer, the Administrative Agent shall notify the Borrower thereof.


 


(e)              
No Assignee or Participant of any Lender’s rights shall be entitled to receive any greater payment under Section 11.3
or 11.4 than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made
by reason of the provisions of Section 11.2, 11.3(e) or 11.4 requiring such Lender to designate a different Applicable
Lending Office under certain circumstances or the circumstances giving rise to such greater payment did not exist at the time of the transfer
or except to the extent such entitlement to receive a greater payment results from a change in law that occurs after such Assignee or
Participant acquired the applicable interest.


 


(f)               
The Administrative Agent, acting as non-fiduciary agent (solely for this purpose) of the Borrower, shall maintain at one of its
offices in New York City, New York a copy of each Assignment and Assumption delivered to it and a register (the “Register”)
for the recordation of the names and addresses of the Lenders, and the Commitments of, and the principal amount (and stated interest thereon)
of the Loans owing to each Lender from time to time. The entries in the Register shall be conclusive absent manifest error, and the Borrower,
the Agents and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or Note hereunder as
the owner thereof for all purposes of this Agreement, notwithstanding any notice to the contrary. Any assignment of any Loan or Note hereunder
shall be effective only upon appropriate entries with respect thereto being made in the Register. If any assignment or transfer of all
or any part of a Loan that is then evidenced by a Note is made, such assignment or transfer shall be registered on the Register only upon
surrender for registration of assignment or transfer of the related Note, duly endorsed by (or accompanied by a written instrument of
assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Note(s) in the same aggregate principal amount
shall be issued to the designated Assignee(s) (and, if applicable, assignor) and the old Note shall be returned to the Borrower marked
 “cancelled”. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice. The Administrative Agent shall provide to the Collateral Agent from time to time at the request
of the Collateral Agent information related to the Lenders (including, without limitation, all wire instructions and other information
necessary for distributions to the Lenders hereunder).


 


Section 12.7       
Collateral; QP Status. Each of the Lenders represents to the Administrative Agent, the Collateral Agent, each of the other
Lenders, and the Borrower that (i) it (and each account for which it is acquiring a Loan) is a “qualified purchaser” for purposes
of Section 3(c)(7) of the Investment Company Act and (ii) it in good faith (and in reliance on the accuracy as to factual matters of the
representations contained in the first two sentences of Section 4.10) is not relying upon any Margin Stock as collateral in the
extension or maintenance of the credit provided for in this Agreement. For the avoidance of doubt, the parties hereunder intend that the
advances made pursuant to this Agreement constitute loans and not securities.


 









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Section 12.8       
Governing Law; Submission to Jurisdiction.


 


(a)              
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


(b)              
Any legal action or proceeding with respect to this Agreement or any other Loan Document and any action for enforcement of any
judgment in respect thereof may be brought in the courts of the State of New York sitting in the Borough of Manhattan or of the United
States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts
for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate
courts from any thereof. Each party hereto irrevocably consents to the service of process out of any of the aforementioned courts in any
such action or proceeding by the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to each
party hereto at its respective address on the signature pages hereto. Each party hereto hereby irrevocably waives, to the extent permitted
by Applicable Law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Agreement or any other Loan Document brought in the courts referred to above and hereby further
irrevocably waives, to the extent permitted by Applicable Law, and agrees not to plead or claim in any such court that any such action
or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of either Agent,
any Lender, any holder of a Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed
against the Borrower in any other jurisdiction.


 


Section 12.9       
Marshalling; Recapture. Neither the Administrative Agent, the Collateral Agent nor any Lender shall be under any obligation
to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent
any Lender receives any payment by or on behalf of the Borrower, which payment or any part thereof is subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid to the Borrower or its estate, trustee, receiver, custodian or any
other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment,
the Obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so
repaid and shall be included within the liabilities of the Borrower to such Lender, as of the date such initial payment, reduction or
satisfaction occurred.


 


Section 12.10   
Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes
the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts
hereof signed by each of the parties hereto (which counterparts may be delivered by facsimile or email transmission).


 






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Section 12.11   
Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL
AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 12.12   
Survival. All indemnities set forth herein shall survive the execution and delivery of this Agreement and the other Loan
Documents, any assignment pursuant to Section 12.6 and the making and repayment of the Loans hereunder.


 


Section 12.13   
Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any domestic or foreign branch
office, subsidiary or affiliate of such Lender.


 


Section 12.14   
Limitation of Liability. No claim may be made by the Borrower, the Services Provider or any other Person against the Administrative
Agent, the Collateral Agent or any Lender or the affiliates, directors, officers, employees, attorneys or agents of any of them for any
consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related
to the transactions contemplated by this Agreement or by the other Loan Documents, or any act, omission or event occurring in connection
therewith; and each of the Borrower and the Services Provider hereby waives, releases and agrees not to sue upon any claim for any such
damages, whether or not accrued and whether or not known or suspected to exist in its favor.


 


Section 12.15   
Recourse; Non-Petition.


 


(a)              
All obligations, covenants and agreements of Borrower contained in or evidenced by this Agreement, the Notes and any Loan Document
shall be fully recourse to the Borrower and each and every asset of Borrower. Notwithstanding the foregoing, no recourse under or upon
any obligation, covenant, or agreement contained in this Agreement, the Notes or any Loan Document shall be had against any officer, director,
limited liability company manager, limited partner, member, agent or employee (solely by virtue of such capacity) of the Borrower (a “Non-Recourse
Party”) and no such Non-Recourse Party shall be personally liable for payment of the Loans or other amounts due in respect thereof
(all such liability being expressly waived and released by each Lender and the Agents).


 


(b)              
Each Lender and each Agent hereby agrees that it will not institute against the Borrower any proceeding seeking a judgment of insolvency
or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, present
a petition for the winding-up or liquidation of the Borrower or seek the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for the Borrower or for all or substantially all of the assets of the Borrower
prior to the date that is one year and one day (or, if longer, the applicable preference period then in effect) after the payment in full
of all Obligations and any securities issued by the Borrower that refinance any of the Obligations. Additionally, none of the Borrower
shall be entitled to petition or take any other steps for the winding up or bankruptcy of the other of the Borrower. In the event that,
notwithstanding the provisions of this Agreement and the other Loan Documents relating to “non-petition” of the Borrower,
the Borrower becomes a debtor in a bankruptcy case by the involuntary petition of any other Person, of the Borrower hereby covenants to
contest any such petition to the fullest extent permitted by law. The obligations under this Section 12.15(b) shall survive the
termination of this Agreement and the payment of the Obligations.


 






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Section 12.16   
Confidentiality.


 


(a)              
Each of the Lenders and the Agents agrees that it shall maintain confidentiality with regard to nonpublic information concerning
the Borrower, the Collateral Loans, any Obligor, the Retention Holder or the Services Provider obtained pursuant to or in connection
with this Agreement or any other Loan Document; provided that the Lenders and the Agents shall not be precluded from making disclosure
regarding such information: (i) to the Lenders’ and Agents’ counsel, accountants and other professional advisors (it being
understood that the Persons to which such disclosure is made will be informed of the confidential nature of such information and instructed
to keep such information confidential); (ii) to officers, directors, employees, examiners, agents and partners of each Lender and the
Agents and their Affiliates who need to know such information in accordance with customary practices for Lenders of such type (it being
understood that the Persons to which such disclosure is made will be informed of the confidential nature of such information and instructed
to keep such information confidential); (iii) in response to a subpoena or order of a court or governmental agency or regulatory authority
(including bank examiners); (iv) to any entity participating or considering participating in any credit made under this Agreement, (provided
that the Lenders and Agents shall require that any such entity agree in writing to be subject to this Section 12.16, however,
the Lenders and Agents shall have no duty to monitor any participating entity and shall have no liability in the event that any participating
entity violates this Section 12.16); (v) as required by law or legal process, GAAP or applicable regulation; (vi) as reasonably
necessary in connection with the exercise of any remedy hereunder or under any other Loan Document to the extent the Person that receives
such information agrees in writing to be subject to this Section 12.16; (vii) to any Rating Agency then rating the Loans or any
Conduit Rating Agency; or (viii) to any Program Manager, Conduit Support Provider or administrator of a CP Lender or Affiliate thereof
who needs to know such information (provided that each such Person referred to in this clause (viii) agrees to be bound by the
terms of this confidentiality agreement). In connection with enforcing its rights pursuant to this Section 12.16, the Borrower
shall be entitled to the equitable remedies of specific performance and injunctive relief against the Agents, any Lender or any subsequent
party that agrees to be bound hereto which shall breach the confidentiality provisions of this Section 12.16.


(b)              
Notwithstanding any contrary agreement or understanding, the Services Provider, the Borrower, the Agents and the Lenders (and each
of their respective employees, representatives or other agents) may disclose to any and all Persons the tax treatment and tax structure
of the transactions contemplated by this Agreement (and, for the avoidance of doubt, only those transactions contemplated by this Agreement)
and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and
tax structure. The foregoing provision shall apply from the beginning of discussions between the parties hereto. For this purpose, the
tax treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal, state
or local law, and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. tax
treatment of the transaction under applicable U.S. federal, state or local law.


 






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(c)              
The Borrower hereby acknowledges that the Administrative Agent may, but shall not be obligated to, make available to the Lenders
materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”).
The Borrower may in its discretion clearly and conspicuously mark certain Borrower Materials “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Borrower Materials “PUBLIC,”
the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing
any material nonpublic information with respect to the Borrower or its securities for purposes of United States Federal and state securities
laws. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
for “Public Side Information.” The Administrative Agent shall treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform designated for “Private Side Information.”


 


Section 12.17   
Special Provisions Applicable to CP Lenders.


 


(a)              
Each of the parties hereto (each, a “Restricted Person”) hereby covenants and agrees that it will not institute
against any CP Lender, or encourage, cooperate with or join any other Person in instituting against any CP Lender, any proceeding seeking
a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’
rights, present a petition for the winding up or liquidation of any CP Lender or seek the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official for any CP Lender or for all or substantially all of its
assets prior to the date that is two years and a day (or, if longer, the applicable preference period then in effect) after the last day
on which any Commercial Paper Notes shall have been outstanding. The provisions of this Section 12.17(a) shall survive the termination
of this Agreement and the payment of the Obligations.


 


(b)              
Provided that a Restricted Person has complied with Section 12.17(a), nothing in clause (a) above shall limit the
right of such Restricted Person to file any claim in or otherwise take any action with respect to any proceeding of the type described
in clause (a) above that was instituted against any CP Lender by any person other than such Restricted Person.


 


(c)              
Notwithstanding anything to the contrary contained herein, the obligations of any CP Lender under this Agreement are solely the
corporate obligations of such CP Lender and, in the case of obligations of any CP Lender other than Commercial Paper Notes, shall be payable
at such time as funds are received by or are available to such CP Lender in excess of funds necessary to pay in full all outstanding Commercial
Paper Notes or other short-term funding backing its Commercial Paper Notes and, to the extent funds are not available to pay such obligations,
the claims relating thereto shall not constitute a claim against such CP Lender but shall continue to accrue. Each party hereto agrees
that the payment of any claim (as defined in Section 101 of the Bankruptcy Code) of any such party shall be subordinated to the payment
in full of all Commercial Paper Notes and other short-term funding backing its Commercial Paper Notes. The provisions of this Section
12.17(c) shall survive the termination of this Agreement and the payment of the Obligations.


 






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(d)              
No recourse under any obligation, covenant or agreement of any CP Lender contained in this Agreement shall be had against any
incorporator, stockholder, officer, director, employee or agent of such CP Lender or any agent of such CP Lender or any of their Affiliates
(solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute
or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of any such CP Lender individually,
and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee
or agent of such CP Lender or any agent thereof or any of their Affiliates (solely by virtue of such capacity) or any of them under or
by reason of any of the obligations, covenants or agreements of such CP Lender contained in this Agreement, or implied therefrom, and
that any and all personal liability for breaches by any CP Lender of any of such obligations, covenants or agreements, either at common
law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is
hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing
shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made
by them. The provisions of this Section 12.17(d) shall survive termination of this Agreement and the payment of the Obligations.


 


(e)              
Each CP Lender may act hereunder by and through its Program Manager, its administrator or its funding agent, as applicable.


 


(f)               
Each of the parties hereto waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness
at any time held or owing thereby to or for the credit or the account of any CP Lender against and on account of the obligations and liabilities
of such CP Lender to such party under this Agreement. The provisions of this Section 12.17(f) shall survive the termination of
this Agreement and the payment of the Obligations.


 


(g)              
Notwithstanding anything to the contrary herein, each CP Lender may disclose to its respective Conduit Support Providers, any Affiliates
of any such party and governmental authorities having jurisdiction over such CP Lender, Conduit Support Provider, any Affiliate of such
party and any Conduit Rating Agency (including its professional advisors), the identities of (and other material information regarding)
the Borrower, any other obligor on, or in respect of, a Loan made by such CP Lender, Collateral for such Loan and any of the terms and
provisions of the Loan Documents that it may deem necessary or advisable.


 


(h)              
No pledge and/or collateral assignment by any CP Lender to a Conduit Support Provider of an interest in the rights of such CP Lender
in any Loan made by such CP Lender and the Obligations shall constitute an assignment and/or assumption of such CP Lender’s obligations
under this Agreement, such obligations in all cases remaining with such CP Lender. Moreover, any such pledge and/or collateral assignment
of the rights of such CP Lender shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any
such pledge and perfect an assignment of such interest and enforce such CP Lender’s right hereunder notwithstanding anything to
the contrary in this Agreement.


 






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Section 12.18   
Direction of Collateral Agent. By executing this Agreement, each Lender hereby consents to the terms of this Agreement and
to the Collateral Agent’s execution and delivery of this Agreement and the other Loan Documents to which it is a party, and acknowledges
and agrees that the Collateral Agent shall be fully protected in relying upon the foregoing consent and direction and hereby releases
the Collateral Agent and its respective officers, directors, agents, employees and shareholders, as applicable, from any liability for
complying with such direction, except as a result of the bad faith, gross negligence or willful misconduct of the Collateral Agent.


 


Section 12.19   
Borrowings/Loans Made in the Ordinary Course of Business. The Borrower and each Lender, each as to itself only, represents,
warrants and covenants that each payment by the Borrower to such Lender under this Agreement will have been made (i) in payment of a debt
incurred by the Borrower or a loan made by such Lender, respectively, and (ii) in the ordinary course of business or financial affairs
of the Borrower and each Lender.


Section 12.20    Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the
Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to
be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such
liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)              
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)               
a reduction in full or in part or cancellation of any such liability;


 


(ii)              
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)               
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable
Resolution Authority.


 


Section 12.21   
PATRIOT Act. Each Lender that is subject to the requirements of the PATRIOT Act notifies the Borrower that, pursuant to
the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance
with the PATRIOT Act.


 






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Section 12.22   
Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future
laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and enforced
as if such illegal, invalid or unenforceable provision had never comprised a part of this Credit Agreement, and the remaining provisions
of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance from this Agreement, unless such continued effectiveness of this Agreement, as modified, would be contrary to the basic
understandings and intentions of the parties as expressed herein. If any provision of this Agreement shall conflict with or be inconsistent
with any provision of any of the other Loan Documents, then the terms, conditions and provisions of this Agreement shall prevail.


ARTICLE
XIII



ASSIGNMENT OF CORPORATE SERVICES AGREEMENT AND SALE AND CONTRIBUTION AGREEMENT


 


Section 13.1       
Assignment of Corporate Services Agreement and Sale and Contribution Agreement.


 


(a)              
The Borrower hereby acknowledges that its Grant pursuant to the Granting Clause hereof includes all of the Borrower’s estate,
right, title and interest in, to and under the Corporate Services Agreement and the Sale and Contribution Agreement including (i) the
right to give all notices, consents and releases thereunder, (ii) the right to take any legal action upon the breach of an obligation
of the Services Provider under the Sale and Contribution Agreement or the Seller under the Sale and Contribution Agreement, including
the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents,
releases and statements thereunder and (iv) the right to do any and all other things whatsoever that the Borrower is or may be entitled
to do thereunder; provided that notwithstanding anything herein to the contrary, the Agents shall not have the authority to exercise
any of the rights set forth in (i) through (iv) above or that may otherwise arise as a result of the Grant until the occurrence of an
Event of Default hereunder and such authority shall terminate at such time, if any, as such Event of Default is cured or waived (so long
as the exercise of remedies has not commenced or such Event of Default has been waived following the commencement of the exercise of
remedies).


 


(b)              
The assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair
or diminish the obligations of the Borrower under the provisions of the Corporate Services Agreement, Sale and Contribution Agreement
or the other documents referred to in clause (a) above, nor shall any of the obligations contained in Corporate Services Agreement, or
such other documents be imposed on the Agents.


 


(c)              
Upon the occurrence of the Stated Maturity (or, if earlier, the payment in full of all of the Obligations), the payment of all
amounts required to be paid pursuant to the Priority of Payments and the release of the Collateral from the lien of this Agreement, this
assignment and all rights herein assigned to the Collateral Agent for the benefit of the Lenders shall cease and terminate and all the
estate, right, title and interest of the Collateral Agent in, to and under the Corporate Services Agreement, the Sale and Contribution
Agreement and the other documents referred to in this Section 13.1 shall revert to the Borrower and no further instrument or act
shall be necessary to evidence such termination and reversion.


 






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(d)              
The Borrower represents that it has not executed any other assignment of the Corporate Services Agreement or the Sale and Contribution
Agreement.


 


(e)              
The Borrower agrees that this assignment is irrevocable until the Obligations have been repaid in full, and that it will not take
any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Borrower will, from time
to time, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as may be
necessary to continue and maintain the effectiveness of such assignment.


 


(f)               
The Borrower hereby agrees, and hereby undertakes to obtain the agreement and consent of the Services Provider in the Corporate
Services Agreement and, as applicable, the Seller in the Sale and Contribution Agreement, to the following:


 


(i)               
The Services Provider shall consent to the provisions of this assignment and agree to perform any provisions of this Agreement
applicable to the Services Provider subject to the terms of the Corporate Services Agreement, and the Seller shall consent to the provisions
of this assignment and agree to perform any provisions of this Agreement applicable to the Seller subject to the terms of the Sale and
Contribution Agreement.


 


(ii)              
The Services Provider shall acknowledge that the Borrower is collaterally assigning all of its right, title and interest in, to
and under the Corporate Services Agreement to the Collateral Agent for the benefit of the Secured Parties, and the Seller shall acknowledge
that the Borrower is collaterally assigning all of its right, title and interest in, to and under the Sale and Contribution Agreement
to the Collateral Agent for the benefit of the Secured Parties, in each case subject to the proviso in Section 13.1(a).


 


(iii)               
The Services Provider shall deliver to the Agents copies of all notices, statements, communications and instruments delivered or
required to be delivered by the Services Provider to the Borrower pursuant to the Corporate Services Agreement, and the Seller shall deliver
to the Agents copies of all notices, statements communications and instruments delivered or required to be delivered by the Seller to
the Borrower pursuant to the Sale and Contribution Agreement.


 


(iv)               
Neither the Borrower nor the Services Provider will enter into any agreement amending, modifying or terminating the Corporate Services
Agreement without complying with the applicable terms thereof, and neither the Borrower nor the Seller will enter into any agreement amending,
modifying or terminating the Sale and Contribution Agreement without complying with the applicable terms thereof.


 






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(v)              
Both the Services Provider and the Seller agree not to cause the filing of a petition in bankruptcy against the Borrower for the
nonpayment of the fees or other amounts payable by the Borrower to the Services Provider under the Corporate Services Agreement or to
the Seller under the Sale and Contribution Agreement, as applicable, until the payment in full of all of the Obligations and the expiration
of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this Section
13.1 shall preclude, or be deemed to stop, the Services Provider or the Seller (i) from taking any action prior to the expiration
of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Borrower or (B) any involuntary insolvency
Proceeding filed or commenced by a Person other than the Services Provider, the Seller or any of their respective Affiliates or (ii) from
commencing against the Borrower or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency,
moratorium or liquidation proceeding.


 


(vi)               
In exercising its discretion under the Loan Documents, the Services Provider shall, and shall ensure that the Parent’s investment
advisor will, act in accordance with their generally applicable policies regarding conflicts of interest.


 


ARTICLE
XIV



THE DOCUMENT CUSTODIAN


 


Section 14.1       
The Document Custodian.


 


(a)              
Appointment. Cortland Capital Market Services LLC is hereby appointed as Document Custodian in accordance for the terms
herein. The Document Custodian hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set
forth herein for the benefit of the Secured Parties until its removal or resignation as Document Custodian pursuant to the terms hereof.
The Administrative Agent hereby designates and appoints the Document Custodian to act as its agent and hereby authorizes the Document
Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly granted to the Document
Custodian by this Agreement. The rights, protections, immunities and indemnities afforded to the Collateral Agent under this Agreement
shall also be afforded to the Document Custodian.


 


(b)              
Delivery of Related Contracts. In connection with each Collateral Loan included in the Collateral as of the Closing Date,
and promptly following the acquisition of a Collateral Loan after the date hereof, the Borrower shall deliver, or cause to be delivered,
to the Document Custodian the Related Contracts in respect of each Collateral Loan in physical or electronic form, as applicable; provided
that for the avoidance of doubt, any Related Contracts which constitute securities required to be delivered by the Borrower under
Section 8.7(b) or (c) shall be delivered to the Custodian in accordance with such Section. In connection with delivery
of any Related Contracts to the Document Custodian for any Collateral Loan, the Borrower (or the Services Provider on behalf of the Borrower)
shall deliver a Document Checklist (or, if applicable, an updated Document Checklist) for such Collateral Loan. All Related Contracts
that are delivered to the Document Custodian shall be delivered to the Document Custodian at its document custody office located Cortland
Capital Market Services LLC, 225 W. Washington St., 9th Floor, Chicago, IL 60606, Attention: Doc Custody and Legal Department, or at
such other office as shall be specified to the Borrower, the Services Provider, the Collateral Agent and the Administrative Agent by
the Document Custodian in a written notice prior to such change (such office, the “Document Custodian Office”). The
Document Custodian shall have no obligation to review or monitor any Related Contracts but shall only be required to hold those Related
Contracts received by it in safekeeping.


 






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(c)              
Duties. From the Closing Date until its resignation or removal pursuant to Section 14.9, the Document Custodian shall
perform the following duties and obligations:


 


(i)               
The Document Custodian shall accept delivery and retain custody of the Related Contracts listed on the related Document Checklist
delivered by the Borrower pursuant to clause (b) above in accordance with the terms and conditions of this Agreement, all for the benefit
of the Secured Parties. All Related Contracts shall be kept in fire resistant vaults, rooms or cabinets at the Document Custodian Office.
All Related Contracts shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval
and access. The Document Custodian shall segregate the Related Contracts on its inventory system and will not commingle the physical Related
Contracts with any other files of the Document Custodian other than those, if any, relating to the Borrower and its subsidiaries.


 


(ii)              
In taking and retaining custody of the Related Contracts, the Document Custodian shall be deemed to be acting as the agent of
the Secured Parties; provided that, the Document Custodian makes no representations as to the existence, perfection, enforceability
or priority of any Lien on the Related Contracts or the instruments therein or as to the adequacy or sufficiency of such Related Contracts;
provided further that the Document Custodian’s duties shall be limited to those expressly contemplated herein.


 


(iii)               
On or promptly following the Closing Date, the Document Custodian shall provide the Collateral Agent, the Administrative Agent,
the Borrower and the Services Provider access to an electronic database maintained by the Document Custodian, which such database shall
identify the Related Contracts delivered to the Document Custodian per the Document Checklist.


 


(iv)               
Notwithstanding any provision to the contrary elsewhere in the Loan Documents, the Document Custodian shall not have or be deemed
to have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions,
obligations or responsibilities shall be read into this Agreement, the other Loan Documents or otherwise exist against the Document Custodian.
Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Document
Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Document
Custodian shall not be deemed to assume any obligations or liabilities of the Borrower, the Administrative Agent or Collateral Agent hereunder
or under any other Loan Document.


 


(v)              
After the occurrence and during the continuance of an Event of Default, the Document Custodian agrees to cooperate with the Collateral
Agent (acting at the direction of the Majority Lenders) and promptly deliver any Related Contracts to the Collateral Agent as requested
in order to take any action that the Majority Lenders deem necessary or desirable in order for the Collateral Agent to perfect, protect
or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of
their respective rights hereunder. In the event the Document Custodian receives instructions from the Services Provider or the Borrower
which conflict with any instructions received from the Collateral Agent (acting at the direction of the Majority Lenders) at any time
other than following the occurrence and during the continuance of an Event of Default, the Document Custodian shall rely on and follow
the instructions given by the Collateral Agent. After the occurrence and during the continuance of an Event of Default, the Document Custodian
shall rely on and follow only the instructions given by the Collateral Agent and shall not follow any instructions given by the Borrower
or the Services Provider.


 






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(vi)               
The Collateral Agent or the Administrative Agent (each acting at the direction of the Majority Lenders) may direct the Document
Custodian in writing to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the
actions specifically delegated to the Document Custodian hereunder, the Document Custodian shall not be required to take any such incidental
action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting)
upon the direction of the Collateral Agent or Administrative Agent, as applicable; provided that the Document Custodian shall
not be required to take any such action at the direction of the Administrative Agent, the Collateral Agent, any Secured Party or otherwise
if the taking of such action, in the reasonable determination of the Document Custodian, (x) shall be in violation of any Applicable
Law or contrary to any provisions of this Agreement or (y) shall expose the Document Custodian to liability hereunder (unless it has
been provided with an indemnity agreement (including the indemnity provisions contained herein and in the other Loan Documents) which
it reasonably deems to be satisfactory with respect thereto). In the event the Document Custodian requests the consent of the Administrative
Agent or Collateral Agent, as applicable, and the Document Custodian does not receive a consent (either positive or negative) from the
Administrative Agent or the Collateral Agent, as applicable, within 10 Business Days of its receipt of such request, then the Administrative
Agent or the Collateral Agent, as applicable, shall be deemed to have declined to consent to the relevant action.


 


(vii)              
The Document Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction
of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Document Custodian or the
Administrative Agent or Collateral Agent. The Document Custodian shall not be deemed to have notice or knowledge of any matter hereunder,
including an Event of Default, unless an Administrative Officer of the Document Custodian has received written notice from a Lender or
the Borrower referring to this Agreement, describing such Event of Default, and stating that such notice is a “Notice of Event of
Default.” In the absence of receipt of such notice, the Document Custodian may conclusively assume that there is no Event of Default.


 


Section 14.2       
Document Custodian Compensation. As compensation for its custodial activities hereunder, the Document Custodian shall be
entitled to compensation from the Borrower as set forth in the Document Custodian Fee Letter. The Document Custodian’s entitlement
to receive such compensation shall cease on the earlier to occur of (i) the effective date of its removal as Document Custodian pursuant
to Section 14.9 of this Agreement, (b) the effective date of its resignation as Document Custodian pursuant to Section 14.9
of this Agreement or (c) the termination of this Agreement; provided that, for the avoidance of doubt, the Document Custodian
shall remain entitled to receive, as and when such amounts are payable under the terms of this Agreement, any unpaid fees prior to the
release of all Related Contracts from the custody of the Document Custodian.


 






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Section 14.3       
Limitation on Liability.


 


(a)              
The Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion,
notice, instruction, statement, request, waiver, consent, report, letter or other document delivered to it and that in good faith it reasonably
believes to be genuine and that has been signed by the proper party or parties. The Document Custodian shall not be bound to make any
independent investigation into the facts or matters stated in any such notice, instruction, statement certificate, request, waiver, consent,
opinion, report, receipt or other paper or document. The Document Custodian may rely conclusively on and shall be fully protected in acting
upon the written instructions of the Administrative Agent or the Collateral Agent, as applicable, and no party shall have any right of
action whatsoever against the Document Custodian as a result of the Document Custodian acting or (where so instructed) refraining from
acting hereunder in accordance with the instructions of the Administrative Agent or the Collateral Agent. The Document Custodian may consult
counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(b)              
Neither the Document Custodian nor any of its directors, officers, agents, or employees shall be liable for any error of judgment,
or for any action taken or omitted to be taken by it or them as Document Custodian under or in connection with this Agreement, except
for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent
jurisdiction).


 


(c)              
The Document Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this
Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of
the Related Contracts, the Collateral Loans or any other Collateral, and will not be required to and will not make any representations
as to the validity or value of any of the Collateral.


 


(d)              
It is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability
for the obligations of the other parties hereto or any other Loan Document. In case any reasonable question arises as to its duties hereunder,
the Document Custodian may, prior to the occurrence of an Event of Default, request instructions from the Borrower or the Services Provider
and may, after the occurrence of an Event of Default, request instructions from the Administrative Agent or the Collateral Agent (each
on behalf of the Majority Lenders), and shall be entitled at all times to refrain from taking any action unless it has received instructions
from such Persons, as applicable. The Document Custodian shall in all events have no liability, risk or cost for any action taken pursuant
to and in compliance with the instruction of the Administrative Agent or the Collateral Agent. In no event shall the Document Custodian
be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Document Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action.


 






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(e)              
The Document Custodian shall have no responsibilities or duties with respect to any Related Contract while such Related Contract
is not in its possession.


 


Section 14.4       
Document Custodian Resignation. Upon the effective date of the Document Custodian’s resignation pursuant to Section
14.9, or if the Document Custodian is given written notice of an earlier termination hereof pursuant to Section 14.9, the Document
Custodian shall (i) deliver all of the Related Contracts in the possession of Document Custodian to the successor Document Custodian,
and (ii) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under
this Agreement.


 


Section 14.5       
Release of Documents.


 


(a)              
Release for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Related Contracts
or the related Collateral, so long as no Event of Default then exists, the Document Custodian is hereby authorized (unless and until such
authorization is revoked by the Administrative Agent), upon written receipt from an authorized representative of the Services Provider
(as listed on Exhibit K, as such exhibit may be amended from time to time by the Services Provider with notice to the Administrative
Agent, Collateral Agent, and Document Custodian) of a request for release of documents and receipt in the form annexed hereto as Exhibit
H, to release to the Services Provider within five Business Days of receipt of such request, the relevant Related Contracts set forth
in such request. All documents so released to the Services Provider shall be held by the Services Provider in trust for the benefit of
the Collateral Agent, on behalf of the Secured Parties in accordance with the terms of this Agreement. The Services Provider shall return
to the Document Custodian the Related Contracts when the Services Provider’s need therefor in connection with such enforcement or
servicing no longer exists, unless the relevant Collateral shall be liquidated, in which case, an authorized representative of the Services
Provider (as listed on Exhibit K, as such exhibit may be amended from time to time by the Services Provider with notice to the
Administrative Agent, Collateral Agent, and Document Custodian) shall deliver an additional request for release of documents to the Document
Custodian and receipt certifying such liquidation from the Services Provider to the Collateral Agent and the Document Custodian, all in
the form annexed hereto as Exhibit H.


 


(b)              
Limitation on Release. During the occurrence and continuance of an Event of Default, the foregoing clause (a) with respect
to the release to the Services Provider of the Related Contracts by the Document Custodian upon written receipt from an authorized representative
of the Services Provider of a request for release of documents and receipt in the form annexed hereto as Exhibit H, shall be operative
only to the extent that the Administrative Agent (acting at the direction of the Majority Lenders) has consented to such release by signing
the request. Promptly after delivery to the Document Custodian of any request for release of documents, in the form of Exhibit H,
the Services Provider shall provide notice of the same to the Administrative Agent.


 






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(c)              
Release for Payment. Upon receipt by the Document Custodian of the Services Provider’s request for release of documents
and receipt in the form annexed hereto as Exhibit H (which certification shall include a statement to the effect that all amounts
received in connection with any liquidation have been credited to the Collection Account), the Document Custodian shall promptly release
the relevant Related Contracts to the Services Provider.


 


(d)              
Shipment of Related Contracts. Written instructions as to the method of shipment and shipper(s) the Document Custodian is
requesting to utilize in connection with the transmission of Related Contracts in the performance of the Document Custodian’s duties
hereunder shall be delivered by the Borrower, the Services Provider or the Majority Lenders to the Document Custodian prior to any shipment
of any Related Contracts hereunder. The Services Provider shall arrange for the provision of such services at the cost and expense of
the Borrower (or, at the Document Custodian’s option, the Borrower shall reimburse the Document Custodian for all reasonable and
documented costs and expenses of the Document Custodian consistent with such instructions) and shall maintain such insurance against loss
or damage to the Related Contracts as the Services Provider deems appropriate.


 


Section 14.6       
Return of Related Contracts. An authorized representative of the Services Provider (as listed on Exhibit K, as such
exhibit may be amended from time to time by the Services Provider with notice to the Administrative Agent, Collateral Agent, and Document
Custodian) may request that the Document Custodian return each Related Contract that is (a) delivered to the Document Custodian in error
or (b) released from the Lien of the Collateral Agent hereunder pursuant to the terms of this Agreement, in each case by submitting to
the Document Custodian and the Collateral Agent a written request in the form of Exhibit H hereto (signed by both the Borrower
and the Administrative Agent) specifying the Related Contracts to be so returned and reciting that the conditions to such release have
been met (and specifying the Section or Sections of this Agreement being relied upon for such release). The Document Custodian shall upon
its receipt of each such request in the form of Exhibit H promptly, but in any event within five Business Days, return the Related
Contracts so requested to the Services Provider.


 


Section 14.7       
Access to Certain Documentation and Information Regarding the Related Contracts. The Document Custodian shall provide to
the Majority Lenders, the Administrative Agent and the Collateral Agent access to the Related Contracts including in such cases where
the Collateral Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable
statutes or regulations, to review such documentation, such access being afforded at the expense of the Borrower pursuant to the this
Agreement and only (a) upon two Business Days prior written request, (b) during normal business hours and (c) subject to the Document
Custodian’s normal security and confidentiality procedures. Without limiting the foregoing provisions of this Section 14.7,
from time to time on request of the Administrative Agent, the Document Custodian shall permit certified public accountants or other auditors
acceptable to the Administrative Agent (acting at the direction of the Majority Lenders) to conduct, at the expense of the Borrower,
a review of the Related Contracts; provided that prior to the occurrence of an Event of Default, such review shall be conducted
no more than once in any calendar year.


 


Section 14.8       
Custodian Agent. The Document Custodian agrees that, with respect to any Related Contracts at any time or times in its possession,
the Document Custodian shall be the agent of the Collateral Agent, for the benefit of the Secured Parties, for purposes of perfecting
(to the extent not otherwise perfected) the Collateral Agent’s security interest in the Collateral and for the purpose of ensuring
that such security interest is entitled to first priority status under the UCC.


 






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Section 14.9        Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon
30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that,
notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity
(and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts
to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor
Document Custodian has been appointed and has agreed to act as Document Custodian hereunder.


 


(b)              
Document Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after
delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect.
If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning
Document Custodian’s notice of resignation, the resigning Document Custodian’s resignation shall nevertheless thereupon become
effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if
any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative
Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs
and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all
of the Required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative
Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H.


 


For the avoidance of doubt,
the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees
accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.


 


Section 14.10      Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower,
that at least one of the following is and will be true:


 


(i)               such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42)
of ERISA) of one or more Benefit Plans in connection with the Loans, the Commitments or this Agreement,


 






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(ii)              the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions
determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement,


 


(iii)              (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of
and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I
of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with
respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this
Agreement, or


 


(iv)             such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


   (b)              In
addition, unless either (1) clause (a)(i) above is true with respect to a Lender or (2) a Lender has provided another representation,
warranty and covenant as provided in clause (a)(iv) above, such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to
or for the benefit of the Borrower, that none of the Administrative Agent or any of its Affiliates is a fiduciary with respect to the
assets of such Lender involved in the Loans, the Commitments, and this Agreement (including in connection with the reservation or exercise
of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 






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ARTICLE
XV



QFC STAY RULES


 


Section 15.1       
Acknowledgement Regarding any Supported QFCs. To the extent that this Credit Agreement provides support, through a guarantee
or otherwise, for Interest Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power
of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Credit Agreement
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 


In the event a Covered Entity
that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Credit Agreement that might otherwise apply to such
Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and this Credit Agreement were
governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed
that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with
respect to a Supported QFC or any QFC Credit Support.


 


 


[Remainder intentionally left blank]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first
above written.


 


	 	ORCC FINANCING IV LLC,
	 	 	as Borrower
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	Address for notices:
	 	 
	 	399 Park Avenue, 38th Floor
	 	New York, New York 10022
	 	Attention: Bryan Cole
	 	Email: bryan@owlock.com
	 	Phone: (212) 419-3035




 






    


     


    

 


	 	Agents:
	 	 
	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Administrative Agent
	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for notices:
	 	 
	 	Société Générale
	 	245 Park Avenue, 4th Floor
	 	New York, NY 10167
	 	Attention: Julien Thinat
	 	Tel.: (212)-278-7598
	 	Email: julien.thinat@sgcib.com
	 	 
	 	with a copy to:
	 	 
	 	Société Générale
	 	480 Washington Blvd
	 	Jersey City, NJ 07310
	 	Tel.: (201)-839-8460
	 	Fax: 201-693-4233
	 	Attention: Cheriese Brathwaite
	 	Email: oper-fin-serv.us@sgss.socgen.com




 






    


     


    

 


	 	STATE STREET BANK AND TRUST
	 	 	COMPANY, as Collateral Agent, Collateral
	 	 	Administrator and Custodian
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for notices to Collateral Agent, 

Collateral Administrator and Custodian:
	 	 
	 	State Street Bank and Trust Company
	 	1776 Heritage Drive
	 	North Quincy, Massachusetts 02171
	 	Mail Stop: JAB0130
	 	Attention: Structured Trust & Analytics
	 	Tel.: (617) 662-9839
	 	Facsimile No.: (617) 937-4358
	 	Email: brian.peterson@statestreet.com




 






    


     


    

 


	 	CORTLAND CAPITAL MARKET SERVICES 
	 	 	LLC, as Document Custodian
	 	 
	 	 
	 	By:	                                                    
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	Address for notices to Document Custodian:
	 	 
	 	225 W. Washington St., 9th Floor
	 	Chicago, IL 60606
	 	Attention: Doc Custody and Legal Department
	 	Facsimile No.: 312-378-0751
	 	Email: DocCustody@cortlandglobalalterdomus.com;
legal@cortlandglobalalterdomus.com
	 	 
	 	 
	 	with a copy to:
	 	 
	 	Holland & Knight LLP
	 	131 South Dearborn Street, 30th Floor
	 	Chicago, IL 60603
	 	Attention: Josh Spencer
	 	Email: joshua.spencer@hklaw.com
	 	 
	 	 
	 	with a copy to:
	 	 
	 	Holland & Knight LLP
	 	150 N Riverside Plaza, Suite 2700
	 	Chicago, IL 60606
	 	Attention: Josh Spencer
	 	Email: joshua.spencer@hklaw.com




 






    


     


    

 


	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as the initial Lender
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	Address for notices:
	 	 
	 	Société Générale
	 	245 Park Avenue, 4th Floor
	 	New York, NY 10167
	 	Attention: Julien Thinat
	 	Tel.: (212)-278-7598
	 	Email: julien.thinat@sgcib.com
	 	 
	 	with a copy to:
	 	 
	 	Société Générale
	 	480 Washington Blvd
	 	Jersey City, NJ 07310
	 	Tel.: (201)-839-8460
	 	Fax: 201-693-4233
	 	Attention: Cheriese Brathwaite
	 	Email: oper-fin-serv.us@sgss.socgen.com




 






     


     


    

 


ANNEX A


 


COMMITMENTS


Revolving Commitments


 


	For the period from February 22, 2020 to but excluding March 22, 2020‌the Third Amendment Effective Date	 	Société Générale	 	$325,000,000	 	81.25%
	 	 	TIAA, FSB	 	$50,000,000	 	12.50%
	 	 	Great American Life Insurance Company	 	$20,000,000	 	5.00%
	 	 	Great American Insurance Company	 	$5,000,000	 	1.25%
	For the period from March 22, 2020‌the Third Amendment Effective Date to the Stated Maturity	 	Société Générale	 	$375,000,000‌$200,000,000	 	83.33%‌80.00%
	 	 	TIAA, FSB	 	$50,000,000	 	11.11%
	 	 	Great American Life Insurance Company	 	$20,000,000	 	4.44%‌8.00%
	 	 	Great American Insurance Company	 	$5,000,000‌$30,000,000	 	1.11%‌12.00%


Term Commitments


	 	 	 
	Term Lender	Term Commitment	Percentage Share
	Société Générale	$0	N/A
	TIAA, FSB	$0	N/A
	Great American Life Insurance Company	$0	N/A
	Great American Insurance Company	$0	N/A



 



    Annex A-1


     


    

 


SCHEDULE A


Approved Appraisal Firms


	1.	Houlihan Lokey, Inc.
	 	 
	2.	Duff & Phelps LLC
	 	 
	3.	Murray, Devine and Company
	 	 
	4.	Lincoln Advisors
	 	 
	5.	Valuation Research Corporation



 






    Annex A-2


     


    

 



 





SCHEDULE B


S&P Industry Classifications


 


	1020000	Energy Equipment & Services	 	5220000	Personal Products
	1030000	Oil, Gas & Consumable Fuels	 	6020000	Health Care Equipment & Supplies
	2020000	Chemicals	 	6030000	Health Care Providers & Services
	2030000	Construction Materials	 	6110000	Biotechnology
	2040000	Containers & Packaging	 	6120000	Pharmaceuticals
	2050000	Metals & Mining	 	7011000	Banks
	2060000	Paper & Forest Products	 	7020000	Thrifts & Mortgage Finance
	3020000	Aerospace & Defense	 	7110000	Diversified Financial Services
	3030000	Building Products	 	7120000	Consumer Finance
	3040000	Construction & Engineering	 	7130000	Capital Markets
	3050000	Electrical Equipment	 	7210000	Insurance
	3060000	Industrial Conglomerates	 	7310000	Real Estate Management & Development
	3070000	Machinery	 	7311000	Real Estate Investment Trusts (REITs)
	3080000	Trading Companies & Distributors	 	8030000	IT Services
	3110000	Commercial Services & Supplies	 	8040000	Software
	3210000	Air Freight & Logistics	 	8110000	Communications Equipment
	3220000	Airlines	 	8120000	Technology Hardware, Storage & Peripherals
	3230000	Marine	 	8130000	Electronic Equipment, Instruments & Components
	3240000	Road & Rail	 	8210000	Semiconductors & Semiconductor Equipment
	3250000	Transportation Infrastructure	 	9020000	Diversified Telecommunication Services
	4011000	Auto Components	 	9030000	Wireless Telecommunication Services
	4020000	Automobiles	 	9520000	Electric Utilities
	4110000	Household Durables	 	9530000	Gas Utilities
	4120000	Leisure Products	 	9540000	Multi-Utilities
	4130000	Textiles, Apparel & Luxury Goods	 	9550000	Water Utilities
	4210000	Hotels, Restaurants & Leisure	 	9551701	Diversified Consumer Services
	4300001	Entertainment	 	9551702	Independent Power and Renewable Electricity Producers
	4300002	Interactive Media and Services	 	9551727	Life Sciences Tools & Services
	4310000	Media	 	9551729	Health Care Technology
	4410000	Distributors	 	9612010	Professional Services
	4420000	Internet and Direct Marketing Retail	 	PF1	Project finance: Industrial equipment
	4430000	Multiline Retail	 	PF2	Project finance: Leisure and gaming
	4440000	Specialty Retail	 	PF3	Project finance: Natural resources and mining
	5020000	Food & Staples Retailing	 	PF4	Project finance: Oil and gas
	5110000	Beverages	 	PF5	Project finance: Power
	5120000	Food Products	 	PF6	Project finance: Public finance and real estate
	5130000	Tobacco	 	PF7	Project finance: Telecommunications
	5210000	Household Products	 	PF8	Project finance: Transport


 






    Sch. B-1


     


    

 





SCHEDULE C


Diversity Score Calculation


 


The Diversity Score is calculated
as follows:


 


(a)              
An “Issuer Par Amount” is calculated for each issuer of a Collateral Loan, and is equal to the Aggregate Principal
Balance of all the Collateral Loans issued by that issuer and all affiliates.


 


(b)              
An “Average Par Amount” is calculated by summing the Issuer Par Amounts for all such issuers, and dividing by the number
of such issuers.


 


(c)              
An “Equivalent Unit Score” is calculated for each issuer of a Collateral Loan, and is equal to the lesser of (x) one
and (y) the Issuer Par Amount for such issuer divided by the Average Par Amount.


 


(d)              
An “Aggregate Industry Equivalent Unit Score” is then calculated for each S&P Industry Classification group, shown
on Schedule B, and is equal to the sum of the Equivalent Unit Scores for each such issuer in such S&P Industry Classification
group.


 


(e)              
An “Industry Diversity Score” is then established for each S&P Industry Classification group, shown on Schedule
B, by reference to the following table for the related Aggregate Industry Equivalent Unit Score; provided that if any Aggregate Industry
Equivalent Unit Score falls between any two such scores, the applicable Industry Diversity Score will be the lower of the two Industry
Diversity Scores:


 


	Aggregate

                                                                                Industry

                                                                                Equivalent

                                                                                Unit Score
	 	 	Industry

                                                                                Diversity

                                                                                Score
	 	 	Aggregate

                                                                                Industry

                                                                                Equivalent

                                                                                Unit Score
	 	 	Industry

                                                                                Diversity

                                                                                Score
	 	 	Aggregate

                                                                                Industry

                                                                                Equivalent

                                                                                Unit Score
	 	 	Industry

                                                                                Diversity

                                                                                Score
	 	 	Aggregate

                                                                                Industry

                                                                                Equivalent

                                                                                Unit Score
	 	 	Industry

                                                                                Diversity

                                                                                Score
	 
	 	0.0000	 	 	 	0.0000	 	 	 	5.0500	 	 	 	2.7000	 	 	 	10.1500	 	 	 	4.0200	 	 	 	15.2500	 	 	 	4.5300	 
	 	0.0500	 	 	 	0.1000	 	 	 	5.1500	 	 	 	2.7333	 	 	 	10.2500	 	 	 	4.0300	 	 	 	15.3500	 	 	 	4.5400	 
	 	0.1500	 	 	 	0.2000	 	 	 	5.2500	 	 	 	2.7667	 	 	 	10.3500	 	 	 	4.0400	 	 	 	15.4500	 	 	 	4.5500	 
	 	0.2500	 	 	 	0.3000	 	 	 	5.3500	 	 	 	2.8000	 	 	 	10.4500	 	 	 	4.0500	 	 	 	15.5500	 	 	 	4.5600	 
	 	0.3500	 	 	 	0.4000	 	 	 	5.4500	 	 	 	2.8333	 	 	 	10.5500	 	 	 	4.0600	 	 	 	15.6500	 	 	 	4.5700	 
	 	0.4500	 	 	 	0.5000	 	 	 	5.5500	 	 	 	2.8667	 	 	 	10.6500	 	 	 	4.0700	 	 	 	15.7500	 	 	 	4.5800	 
	 	0.5500	 	 	 	0.6000	 	 	 	5.6500	 	 	 	2.9000	 	 	 	10.7500	 	 	 	4.0800	 	 	 	15.8500	 	 	 	4.5900	 
	 	0.6500	 	 	 	0.7000	 	 	 	5.7500	 	 	 	2.9333	 	 	 	10.8500	 	 	 	4.0900	 	 	 	15.9500	 	 	 	4.6000	 
	 	0.7500	 	 	 	0.8000	 	 	 	5.8500	 	 	 	2.9667	 	 	 	10.9500	 	 	 	4.1000	 	 	 	16.0500	 	 	 	4.6100	 
	 	0.8500	 	 	 	0.9000	 	 	 	5.9500	 	 	 	3.0000	 	 	 	11.0500	 	 	 	4.1100	 	 	 	16.1500	 	 	 	4.6200	 
	 	0.9500	 	 	 	1.0000	 	 	 	6.0500	 	 	 	3.0250	 	 	 	11.1500	 	 	 	4.1200	 	 	 	16.2500	 	 	 	4.6300	 
	 	1.0500	 	 	 	1.0500	 	 	 	6.1500	 	 	 	3.0500	 	 	 	11.2500	 	 	 	4.1300	 	 	 	16.3500	 	 	 	4.6400	 
	 	1.1500	 	 	 	1.1000	 	 	 	6.2500	 	 	 	3.0750	 	 	 	11.3500	 	 	 	4.1400	 	 	 	16.4500	 	 	 	4.6500	 
	 	1.2500	 	 	 	1.1500	 	 	 	6.3500	 	 	 	3.1000	 	 	 	11.4500	 	 	 	4.1500	 	 	 	16.5500	 	 	 	4.6600	 
	 	1.3500	 	 	 	1.2000	 	 	 	6.4500	 	 	 	3.1250	 	 	 	11.5500	 	 	 	4.1600	 	 	 	16.6500	 	 	 	4.6700	 
	 	1.4500	 	 	 	1.2500	 	 	 	6.5500	 	 	 	3.1500	 	 	 	11.6500	 	 	 	4.1700	 	 	 	16.7500	 	 	 	4.6800	 
	 	1.5500	 	 	 	1.3000	 	 	 	6.6500	 	 	 	3.1750	 	 	 	11.7500	 	 	 	4.1800	 	 	 	16.8500	 	 	 	4.6900	 
	 	1.6500	 	 	 	1.3500	 	 	 	6.7500	 	 	 	3.2000	 	 	 	11.8500	 	 	 	4.1900	 	 	 	16.9500	 	 	 	4.7000	 




 






    Sch. C-1


     


    

 





	Aggregate
 Industry 
 Equivalent 
 Unit Score	 	 	Industry
 Diversity
 Score	 	 	Aggregate
 Industry
 Equivalent 
 Unit Score	 	 	Industry
 Diversity 
 Score	 	 	Aggregate
 Industry
 Equivalent 
 Unit Score	 	 	Industry
 Diversity
 Score	 	 	Aggregate
 Industry
 Equivalent
 Unit Score	 	 	Industry
 Diversity
 Score	 
	 	1.7500	 	 	 	1.4000	 	 	 	6.8500	 	 	 	3.2250	 	 	 	11.9500	 	 	 	4.2000	 	 	 	17.0500	 	 	 	4.7100	 
	 	1.8500	 	 	 	1.4500	 	 	 	6.9500	 	 	 	3.2500	 	 	 	12.0500	 	 	 	4.2100	 	 	 	17.1500	 	 	 	4.7200	 
	 	1.9500	 	 	 	1.5000	 	 	 	7.0500	 	 	 	3.2750	 	 	 	12.1500	 	 	 	4.2200	 	 	 	17.2500	 	 	 	4.7300	 
	 	2.0500	 	 	 	1.5500	 	 	 	7.1500	 	 	 	3.3000	 	 	 	12.2500	 	 	 	4.2300	 	 	 	17.3500	 	 	 	4.7400	 
	 	2.1500	 	 	 	1.6000	 	 	 	7.2500	 	 	 	3.3250	 	 	 	12.3500	 	 	 	4.2400	 	 	 	17.4500	 	 	 	4.7500	 
	 	2.2500	 	 	 	1.6500	 	 	 	7.3500	 	 	 	3.3500	 	 	 	12.4500	 	 	 	4.2500	 	 	 	17.5500	 	 	 	4.7600	 
	 	2.3500	 	 	 	1.7000	 	 	 	7.4500	 	 	 	3.3750	 	 	 	12.5500	 	 	 	4.2600	 	 	 	17.6500	 	 	 	4.7700	 
	 	2.4500	 	 	 	1.7500	 	 	 	7.5500	 	 	 	3.4000	 	 	 	12.6500	 	 	 	4.2700	 	 	 	17.7500	 	 	 	4.7800	 
	 	2.5500	 	 	 	1.8000	 	 	 	7.6500	 	 	 	3.4250	 	 	 	12.7500	 	 	 	4.2800	 	 	 	17.8500	 	 	 	4.7900	 
	 	2.6500	 	 	 	1.8500	 	 	 	7.7500	 	 	 	3.4500	 	 	 	12.8500	 	 	 	4.2900	 	 	 	17.9500	 	 	 	4.8000	 
	 	2.7500	 	 	 	1.9000	 	 	 	7.8500	 	 	 	3.4750	 	 	 	12.9500	 	 	 	4.3000	 	 	 	18.0500	 	 	 	4.8100	 
	 	2.8500	 	 	 	1.9500	 	 	 	7.9500	 	 	 	3.5000	 	 	 	13.0500	 	 	 	4.3100	 	 	 	18.1500	 	 	 	4.8200	 
	 	2.9500	 	 	 	2.0000	 	 	 	8.0500	 	 	 	3.5250	 	 	 	13.1500	 	 	 	4.3200	 	 	 	18.2500	 	 	 	4.8300	 
	 	3.0500	 	 	 	2.0333	 	 	 	8.1500	 	 	 	3.5500	 	 	 	13.2500	 	 	 	4.3300	 	 	 	18.3500	 	 	 	4.8400	 
	 	3.1500	 	 	 	2.0667	 	 	 	8.2500	 	 	 	3.5750	 	 	 	13.3500	 	 	 	4.3400	 	 	 	18.4500	 	 	 	4.8500	 
	 	3.2500	 	 	 	2.1000	 	 	 	8.3500	 	 	 	3.6000	 	 	 	13.4500	 	 	 	4.3500	 	 	 	18.5500	 	 	 	4.8600	 
	 	3.3500	 	 	 	2.1333	 	 	 	8.4500	 	 	 	3.6250	 	 	 	13.5500	 	 	 	4.3600	 	 	 	18.6500	 	 	 	4.8700	 
	 	3.4500	 	 	 	2.1667	 	 	 	8.5500	 	 	 	3.6500	 	 	 	13.6500	 	 	 	4.3700	 	 	 	18.7500	 	 	 	4.8800	 
	 	3.5500	 	 	 	2.2000	 	 	 	8.6500	 	 	 	3.6750	 	 	 	13.7500	 	 	 	4.3800	 	 	 	18.8500	 	 	 	4.8900	 
	 	3.6500	 	 	 	2.2333	 	 	 	8.7500	 	 	 	3.7000	 	 	 	13.8500	 	 	 	4.3900	 	 	 	18.9500	 	 	 	4.9000	 
	 	3.7500	 	 	 	2.2667	 	 	 	8.8500	 	 	 	3.7250	 	 	 	13.9500	 	 	 	4.4000	 	 	 	19.0500	 	 	 	4.9100	 
	 	3.8500	 	 	 	2.3000	 	 	 	8.9500	 	 	 	3.7500	 	 	 	14.0500	 	 	 	4.4100	 	 	 	19.1500	 	 	 	4.9200	 
	 	3.9500	 	 	 	2.3333	 	 	 	9.0500	 	 	 	3.7750	 	 	 	14.1500	 	 	 	4.4200	 	 	 	19.2500	 	 	 	4.9300	 
	 	4.0500	 	 	 	2.3667	 	 	 	9.1500	 	 	 	3.8000	 	 	 	14.2500	 	 	 	4.4300	 	 	 	19.3500	 	 	 	4.9400	 
	 	4.1500	 	 	 	2.4000	 	 	 	9.2500	 	 	 	3.8250	 	 	 	14.3500	 	 	 	4.4400	 	 	 	19.4500	 	 	 	4.9500	 
	 	4.2500	 	 	 	2.4333	 	 	 	9.3500	 	 	 	3.8500	 	 	 	14.4500	 	 	 	4.4500	 	 	 	19.5500	 	 	 	4.9600	 
	 	4.3500	 	 	 	2.4667	 	 	 	9.4500	 	 	 	3.8750	 	 	 	14.5500	 	 	 	4.4600	 	 	 	19.6500	 	 	 	4.9700	 
	 	4.4500	 	 	 	2.5000	 	 	 	9.5500	 	 	 	3.9000	 	 	 	14.6500	 	 	 	4.4700	 	 	 	19.7500	 	 	 	4.9800	 
	 	4.5500	 	 	 	2.5333	 	 	 	9.6500	 	 	 	3.9250	 	 	 	14.7500	 	 	 	4.4800	 	 	 	19.8500	 	 	 	4.9900	 
	 	4.6500	 	 	 	2.5667	 	 	 	9.7500	 	 	 	3.9500	 	 	 	14.8500	 	 	 	4.4900	 	 	 	19.9500	 	 	 	5.0000	 
	 	4.7500	 	 	 	2.6000	 	 	 	9.8500	 	 	 	3.9750	 	 	 	14.9500	 	 	 	4.5000	 	 	 	 	 	 	 	 	 
	 	4.8500	 	 	 	2.6333	 	 	 	9.9500	 	 	 	4.0000	 	 	 	15.0500	 	 	 	4.5100	 	 	 	 	 	 	 	 	 
	 	4.9500	 	 	 	2.6667	 	 	 	10.0500	 	 	 	4.0100	 	 	 	15.1500	 	 	 	4.5200	 	 	 	 	 	 	 	 	 



 


(f)               
The Diversity Score is then calculated by summing each of the Industry Diversity Scores for each S&P Industry Classification
group shown on Schedule B.


 


For purposes of calculating the Diversity Score,
affiliated issuers in the same industry are deemed to be a single issuer (provided that an issuer will not be considered an affiliate
of another issuer solely because they are controlled by the same Financial Sponsor) except as otherwise agreed to by S&P.


 






    Sch. C-2


     


    

 





SCHEDULE D


 


S&P Recovery Rate and Default Rate Tables


Section 1.S&P
Recovery Rate.


 


(a)        (i)        If a Collateral Loan has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Loan shall be determined
as follows:


 


	 	 	 	Initial Liability Rating	 
	S&P Recovery

 Rating of a

 Collateral Loan	 	 	Recovery

 indicator

 from 

S&P’s

 Published

 Reports*	 	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B”	 	 	“CCC” 

or below	 
	 	1+	 	 	 	100	 	 	 	75	%	 	 	85	%	 	 	88	%	 	 	90	%	 	 	92	%	 	 	95	%	 	 	95	%
	 	1	 	 	 	95	 	 	 	70	%	 	 	80	%	 	 	84	%	 	 	87.5	%	 	 	91	%	 	 	95	%	 	 	95	%
	 	1	 	 	 	90	 	 	 	65	%	 	 	75	%	 	 	80	%	 	 	85	%	 	 	90	%	 	 	95	%	 	 	95	%
	 	2	 	 	 	85	 	 	 	62.5	%	 	 	72.5	%	 	 	77.5	%	 	 	83	%	 	 	88	%	 	 	92	%	 	 	92	%
	 	2	 	 	 	80	 	 	 	60	%	 	 	70	%	 	 	75	%	 	 	81	%	 	 	86	%	 	 	89	%	 	 	89	%
	 	2	 	 	 	75	 	 	 	55	%	 	 	65	%	 	 	70.5	%	 	 	77	%	 	 	82.5	%	 	 	84	%	 	 	84	%
	 	2	 	 	 	70	 	 	 	50	%	 	 	60	%	 	 	66	%	 	 	73	%	 	 	79	%	 	 	79	%	 	 	79	%
	 	3	 	 	 	65	 	 	 	45	%	 	 	55	%	 	 	61	%	 	 	68	%	 	 	73	%	 	 	74	%	 	 	74	%
	 	3	 	 	 	60	 	 	 	40	%	 	 	50	%	 	 	56	%	 	 	63	%	 	 	67	%	 	 	69	%	 	 	69	%
	 	3	 	 	 	55	 	 	 	35	%	 	 	45	%	 	 	51	%	 	 	58	%	 	 	63	%	 	 	64	%	 	 	64	%
	 	3	 	 	 	50	 	 	 	30	%	 	 	40	%	 	 	46	%	 	 	53	%	 	 	59	%	 	 	59	%	 	 	59	%
	 	4	 	 	 	45	 	 	 	28.5	%	 	 	37.5	%	 	 	44	%	 	 	49.5	%	 	 	53.5	%	 	 	54	%	 	 	54	%
	 	4	 	 	 	40	 	 	 	27	%	 	 	35	%	 	 	42	%	 	 	46	%	 	 	48	%	 	 	49	%	 	 	49	%
	 	4	 	 	 	35	 	 	 	23.5	%	 	 	30.5	%	 	 	37.5	%	 	 	42.5	%	 	 	43.5	%	 	 	44	%	 	 	44	%
	 	4	 	 	 	30	 	 	 	20	%	 	 	26	%	 	 	33	%	 	 	39	%	 	 	39	%	 	 	39	%	 	 	39	%
	 	5	 	 	 	25	 	 	 	17.5	%	 	 	23	%	 	 	28.5	%	 	 	32.5	%	 	 	33.5	%	 	 	34	%	 	 	34	%
	 	5	 	 	 	20	 	 	 	15	%	 	 	20	%	 	 	24	%	 	 	26	%	 	 	28	%	 	 	29	%	 	 	29	%
	 	5	 	 	 	15	 	 	 	10	%	 	 	15	%	 	 	19.5	%	 	 	22.5	%	 	 	23.5	%	 	 	24	%	 	 	24	%
	 	5	 	 	 	10	 	 	 	5	%	 	 	10	%	 	 	15	%	 	 	19	%	 	 	19	%	 	 	19	%	 	 	19	%
	 	6	 	 	 	5	 	 	 	3.5	%	 	 	7	%	 	 	10.5	%	 	 	13.5	%	 	 	14	%	 	 	14	%	 	 	14	%
	 	6	 	 	 	0	 	 	 	2	%	 	 	4	%	 	 	6	%	 	 	8	%	 	 	9	%	 	 	9	%	 	 	9	%







Recovery
rate




 


 









		*	If a recovery indicator is not available for a given loan with a recovery rating of “1” through
 “6,” the lowest indicator for the applicable recovery rating should be assumed.


 






    Sch. D-1


     


    

 


(ii)          
If (x) a Collateral Loan does not have an S&P Recovery Rating, and such Collateral Loan is a senior unsecured loan or second
lien loan and (y) the issuer of such Collateral Loan has issued another debt instrument that is outstanding and senior to such Collateral
Loan (a “Senior Debt Instrument”) that has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral
Loan shall be determined as follows:


 


For Collateral Loans Domiciled in Group A


 


	 	 	 	Initial Liability Rating	 
	S&P Recovery Rating of
 the Senior Debt Instrument
	 	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and below	 
	1+	 	 	 	18	%	 	 	20	%	 	 	23	%	 	 	26	%	 	 	29	%	 	 	31	%
	1	 	 	 	18	%	 	 	20	%	 	 	23	%	 	 	26	%	 	 	29	%	 	 	31	%
	2	 	 	 	18	%	 	 	20	%	 	 	23	%	 	 	26	%	 	 	29	%	 	 	31	%
	3	 	 	 	12	%	 	 	15	%	 	 	18	%	 	 	21	%	 	 	22	%	 	 	23	%
	4	 	 	 	5	%	 	 	8	%	 	 	11	%	 	 	13	%	 	 	14	%	 	 	15	%
	5	 	 	 	2	%	 	 	4	%	 	 	6	%	 	 	8	%	 	 	9	%	 	 	10	%
	6	 	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%







 Recovery rate




 


For Collateral Loans Domiciled in Group B


 


	 	 	Initial Liability Rating	 
	S&P Recovery Rating of

                                                                                the Senior Debt Instrument
	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and

                                                                                below
	 
	1+	 	 	13	%	 	 	16	%	 	 	18	%	 	 	21	%	 	 	23	%	 	 	25	%
	1	 	 	13	%	 	 	16	%	 	 	18	%	 	 	21	%	 	 	23	%	 	 	25	%
	2	 	 	13	%	 	 	16	%	 	 	18	%	 	 	21	%	 	 	23	%	 	 	25	%
	3	 	 	8	%	 	 	11	%	 	 	13	%	 	 	15	%	 	 	16	%	 	 	17	%
	4	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%
	5	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%
	6	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%







  Recovery
rate


 


For Collateral Loans Domiciled in Group C


 	 	 	Initial Liability Rating	 
	S&P Recovery Rating of

                                                                                the Senior Debt Instrument
	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and below	 
	1+	 	 	10	%	 	 	12	%	 	 	14	%	 	 	16	%	 	 	18	%	 	 	20	%
	1	 	 	10	%	 	 	12	%	 	 	14	%	 	 	16	%	 	 	18	%	 	 	20	%
	2	 	 	10	%	 	 	12	%	 	 	14	%	 	 	16	%	 	 	18	%	 	 	20	%
	3	 	 	5	%	 	 	7	%	 	 	9	%	 	 	10	%	 	 	11	%	 	 	12	%
	4	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%
	5	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%
	6	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%









  Recovery
rate


 






    Sch. D-2


     


    

 


(iii)               
If (x) a Collateral Loan does not have an S&P Recovery Rating and such Collateral Loan is a subordinated loan and (y) the issuer
of such Collateral Loan has issued another debt instrument that is outstanding and senior to such Collateral Loan that is a Senior
Debt Instrument that has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Loan shall be determined as follows:


 


For Collateral Loans Domiciled in Groups A and B


 


	S&P Recovery Rating

                                                                                of the Senior Debt Instrument
	 	All Initial Liability Ratings	 
	1+	 	 	8	%
	1	 	 	8	%
	2	 	 	8	%
	3	 	 	5	%
	4	 	 	2	%
	5	 	 	-	%
	6	 	 	-	%
	 	 	 	Recovery rate	 



For Collateral Loans Domiciled in Group C


 


	S&P Recovery Rating of

                                                                                the Senior Debt Instrument
	 	 	All Initial Liability Ratings	 
	1+	 	 	 	5	%
	1	 	 	 	5	%
	2	 	 	 	5	%
	3	 	 	 	2	%
	4	 	 	 	-	%
	5	 	 	 	-	%
	6	 	 	 	-	%
	 	 	 	 	Recovery rate	 






 






    Sch. D-3


     


    

 


(b)              
If a recovery rate cannot be determined using clause (a), the recovery rate shall be determined using the following table.


Recovery rates for obligors Domiciled in Group
A, B or C:


 


	 	 	Initial Liability Rating	 	 	 	 	 	 	 	 	 	 
	Priority Category	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and “CCC”	 
	Senior Secured Loans*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group A	 	 	50	%	 	 	55	%	 	 	59	%	 	 	63	%	 	 	75	%	 	 	79	%
	Group B	 	 	39	%	 	 	42	%	 	 	46	%	 	 	49	%	 	 	60	%	 	 	63	%
	Group C	 	 	17	%	 	 	19	%	 	 	27	%	 	 	29	%	 	 	31	%	 	 	34	%
	Senior Secured Loans (Cov-Lite Loans)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group A	 	 	41	%	 	 	46	%	 	 	49	%	 	 	53	%	 	 	63	%	 	 	67	%
	Group B	 	 	32	%	 	 	35	%	 	 	39	%	 	 	41	%	 	 	50	%	 	 	53	%
	Group C	 	 	17	%	 	 	19	%	 	 	27	%	 	 	29	%	 	 	31	%	 	 	34	%
	Unsecured Loans, Second Lien Loans and First Lien/Last Out Loans	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group A	 	 	18	%	 	 	20	%	 	 	23	%	 	 	26	%	 	 	29	%	 	 	31	%
	Group B	 	 	13	%	 	 	16	%	 	 	18	%	 	 	21	%	 	 	23	%	 	 	25	%
	Group C	 	 	10	%	 	 	12	%	 	 	14	%	 	 	16	%	 	 	18	%	 	 	20	%
	Subordinated loans	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group A, B and C	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%




 


Recovery rate




 


		Group A:	Australia, Austria,
                                            Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Japan, Luxembourg,
                                            The Netherlands, Norway, Poland, Portugal, Singapore, Spain, Sweden, Switzerland, U.K., U.S.



 


		Group B:	Brazil,
                                            Dubai International Finance Centre, Greece, Italy, Mexico, South Africa, Turkey, United Arab
                                            Emirates



 


		Group C:	India,
                                            Indonesia, Kazakhstan, Russia, Ukraine, Vietnam others




 






    Sch. D-4


     


    

 


		*	Solely for the purpose of determining the S&P
                                            Recovery Rate for such loan, no loan will constitute a “Senior Secured Loan”
                                            unless such loan (a) is secured by a valid first priority security interest in collateral,
                                            (b) in the Services Provider’s commercially reasonable judgment (with such determination
                                            being made in good faith by the Services Provider at the time of such loan’s purchase
                                            and based upon information reasonably available to the Services Provider at such time and
                                            without any requirement of additional investigation beyond the Services Provider’s
                                            customary credit review procedures), is secured by specified collateral that has a value
                                            not less than an amount equal to the sum of (i) the aggregate principal amount of all loans
                                            senior or pari passu to such loans and (ii) the outstanding principal balance of such
                                            loan, which value may be derived from, among other things, the enterprise value of the issuer
                                            of such loan, excluding any loan secured primarily by equity or goodwill and (c) is not secured
                                            primarily by common stock or other equity interests (provided that the terms of this
                                            footnote may be amended or revised at any time by a written agreement of the Borrower, the
                                            Services Provider and the Administrative Agent (without the consent of any Lender), subject
                                            to satisfaction of the Rating Condition, in order to conform to S&P then-current criteria
                                            for such loans).






 






    Sch. D-5


     


    

 


Section 2.Default
Rate Matrix


 


	Collateral 

Loan

 rating 

categories	 	Tenor (years)	 	0	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 
		 	AAA	 	0	 	 	3.25E-05	 	 	0.000157	 	 	0.000415	 	 	0.000848	 	 	0.001497	 	 	0.002404	 	 	0.003606	 	 	0.005139	 	 	0.007037	 	 	0.009327	 
		 	AA+	 	0	 	 	8.32E-05	 	 	0.00037	 	 	0.000913	 	 	0.001763	 	 	0.002964	 	 	0.004559	 	 	0.006584	 	 	0.00907	 	 	0.012041	 	 	0.015519	 
		 	AA	 	0	 	 	0.000177	 	 	0.000736	 	 	0.001723	 	 	0.003178	 	 	0.005137	 	 	0.007634	 	 	0.010693	 	 	0.014331	 	 	0.018562	 	 	0.023388	 
		 	AA-	 	0	 	 	0.000494	 	 	0.001399	 	 	0.002768	 	 	0.004649	 	 	0.007082	 	 	0.0101	 	 	0.013728	 	 	0.017982	 	 	0.022871	 	 	0.028394	 
		 	A+	 	0	 	 	0.001004	 	 	0.002574	 	 	0.004745	 	 	0.007553	 	 	0.011024	 	 	0.015179	 	 	0.020029	 	 	0.025573	 	 	0.031802	 	 	0.038701	 
		 	A	 	0	 	 	0.001983	 	 	0.004525	 	 	0.007705	 	 	0.011588	 	 	0.016218	 	 	0.021622	 	 	0.027805	 	 	0.034759	 	 	0.042462	 	 	0.05088	 
		 	A-	 	0	 	 	0.003053	 	 	0.006673	 	 	0.011	 	 	0.016135	 	 	0.02214	 	 	0.029039	 	 	0.036829	 	 	0.045478	 	 	0.054938	 	 	0.065147	 
		 	BBB+	 	0	 	 	0.004037	 	 	0.008929	 	 	0.014842	 	 	0.02186	 	 	0.030004	 	 	0.039242	 	 	0.049505	 	 	0.060704	 	 	0.072732	 	 	0.085478	 
		 	BBB	 	0	 	 	0.004616	 	 	0.010917	 	 	0.018957	 	 	0.028678	 	 	0.039947	 	 	0.052585	 	 	0.066391	 	 	0.08116	 	 	0.096695	 	 	0.112812	 
		 	BBB-	 	0	 	 	0.005243	 	 	0.01446	 	 	0.027021	 	 	0.042297	 	 	0.059694	 	 	0.078677	 	 	0.098774	 	 	0.119592	 	 	0.140802	 	 	0.162142	 
		 	BB+	 	0	 	 	0.010516	 	 	0.024997	 	 	0.042967	 	 	0.063757	 	 	0.086645	 	 	0.110954	 	 	0.13609	 	 	0.161569	 	 	0.187006	 	 	0.212111	 
		 	BB	 	0	 	 	0.021095	 	 	0.046443	 	 	0.074759	 	 	0.104884	 	 	0.135868	 	 	0.166978	 	 	0.197674	 	 	0.227579	 	 	0.256447	 	 	0.284127	 
		 	BB-	 	0	 	 	0.026002	 	 	0.058721	 	 	0.095363	 	 	0.1337	 	 	0.172146	 	 	0.209665	 	 	0.245636	 	 	0.279728	 	 	0.311806	 	 	0.341854	 
		 	B+	 	0	 	 	0.032212	 	 	0.075975	 	 	0.123791	 	 	0.171639	 	 	0.217484	 	 	0.260411	 	 	0.300111	 	 	0.336603	 	 	0.370063	 	 	0.400734	 
		 	B	 	0	 	 	0.078481	 	 	0.14782	 	 	0.20935	 	 	0.263966	 	 	0.312463	 	 	0.355596	 	 	0.394064	 	 	0.428498	 	 	0.45945	 	 	0.487397	 
		 	B-	 	0	 	 	0.108821	 	 	0.200102	 	 	0.276168	 	 	0.339567	 	 	0.392721	 	 	0.437706	 	 	0.4762	 	 	0.509515	 	 	0.538665	 	 	0.564428	 
		 	CCC+	 	0	 	 	0.156886	 	 	0.280398	 	 	0.374298	 	 	0.445855	 	 	0.501353	 	 	0.545408	 	 	0.58123	 	 	0.611024	 	 	0.636306	 	 	0.658134	 
		 	CCC	 	0	 	 	0.20495	 	 	0.346227	 	 	0.444862	 	 	0.516028	 	 	0.56923	 	 	0.610357	 	 	0.64313	 	 	0.669956	 	 	0.692431	 	 	0.711636	 
		 	CCC-	 	0	 	 	0.253013	 	 	0.401048	 	 	0.498232	 	 	0.566449	 	 	0.616614	 	 	0.654916	 	 	0.685123	 	 	0.709632	 	 	0.730012	 	 	0.747318	 



 


	Collateral
    

Loan 

rating 

categories	 	Tenor
    (years)	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 	 	16	 	 	17	 	 	18	 	 	19	 	 	 	20
		 	AAA	 	0.012036	 	 	0.015185	 	 	0.01879	 	 	0.022864	 	 	0.027414	 	 	0.032445	 	 	0.037957	 	 	0.043945	 	 	0.050402	 	 	 	0.057317
		 	AA+	 	0.019516	 	 	0.024042	 	 	0.029099	 	 	0.034686	 	 	0.040796	 	 	0.047419	 	 	0.05454	 	 	0.062142	 	 	0.070205	 	 	 	0.078706
		 	AA	 	0.02881	 	 	0.034818	 	 	0.041401	 	 	0.04854	 	 	0.056214	 	 	0.064398	 	 	0.073065	 	 	0.082185	 	 	0.091727	 	 	 	0.101658
		 	AA-	 	0.034545	 	 	0.041309	 	 	0.048667	 	 	0.056593	 	 	0.06506	 	 	0.074036	 	 	0.083485	 	 	0.093374	 	 	0.103664	 	 	 	0.114319
		 	A+	 	0.046245	 	 	0.054404	 	 	0.063142	 	 	0.072422	 	 	0.082203	 	 	0.092442	 	 	0.103097	 	 	0.114125	 	 	0.125483	 	 	 	0.137131
		 	A	 	0.059969	 	 	0.069681	 	 	0.079964	 	 	0.090761	 	 	0.102017	 	 	0.113677	 	 	0.125687	 	 	0.137994	 	 	0.150551	 	 	 	0.163312
		 	A-	 	0.076035	 	 	0.087526	 	 	0.099545	 	 	0.112016	 	 	0.124868	 	 	0.138033	 	 	0.151447	 	 	0.165052	 	 	0.178796	 	 	 	0.192632
		 	BBB+	 	0.09883	 	 	0.11268	 	 	0.126926	 	 	0.141477	 	 	0.156248	 	 	0.171165	 	 	0.186162	 	 	0.201182	 	 	0.216177	 	 	 	0.231106
		 	BBB	 	0.129347	 	 	0.146157	 	 	0.163118	 	 	0.180128	 	 	0.197098	 	 	0.21396	 	 	0.230656	 	 	0.247142	 	 	0.263382	 	 	 	0.279351
		 	BBB-	 	0.183406	 	 	0.204435	 	 	0.225111	 	 	0.2455	 	 	0.26509	 	 	0.284293	 	 	0.302938	 	 	0.321013	 	 	0.338517	 	 	 	0.355457
		 	BB+	 	0.236673	 	 	0.260547	 	 	0.283637	 	 	0.305888	 	 	0.327274	 	 	0.347792	 	 	0.367453	 	 	0.38628	 	 	0.404301	 	 	 	0.421552
		 	BB	 	0.310543	 	 	0.33567	 	 	0.359519	 	 	0.382126	 	 	0.403541	 	 	0.423823	 	 	0.443036	 	 	0.461245	 	 	0.478514	 	 	 	0.494906
		 	BB-	 	0.369934	 	 	0.396148	 	 	0.420617	 	 	0.443472	 	 	0.46484	 	 	0.484843	 	 	0.503597	 	 	0.521206	 	 	0.537769	 	 	 	0.553372
		 	B+	 	0.428882	 	 	0.454761	 	 	0.478611	 	 	0.500647	 	 	0.52106	 	 	0.540019	 	 	0.557672	 	 	0.574151	 	 	0.589568	 	 	 	0.604025
		 	B	 	0.512744	 	 	0.535834	 	 	0.556956	 	 	0.576354	 	 	0.594234	 	 	0.610772	 	 	0.626116	 	 	0.640396	 	 	0.653721	 	 	 	0.666186
		 	B-	 	0.587403	 	 	0.608057	 	 	0.626752	 	 	0.643779	 	 	0.659369	 	 	0.673709	 	 	0.686956	 	 	0.699236	 	 	0.710659	 	 	 	0.721316
		 	CCC+	 	0.677257	 	 	0.694214	 	 	0.709405	 	 	0.723128	 	 	0.735614	 	 	0.747042	 	 	0.757555	 	 	0.76727	 	 	0.776282	 	 	 	0.78467
		 	CCC	 	0.728321	 	 	0.743019	 	 	0.756115	 	 	0.767895	 	 	0.778574	 	 	0.788321	 	 	0.797265	 	 	0.805514	 	 	0.813152	 	 	 	0.82025
		 	CCC-	 	0.762276	 	 	0.775397	 	 	0.787047	 	 	0.797496	 	 	0.806947	 	 	0.815554	 	 	0.823441	 	 	0.830704	 	 	0.83742	 	 	 	0.843656



 


	Collateral

 Loan 

rating
    

categories	 	Tenor (years)	 	21	 	 	22	 	 	23	 	 	24	 	 	25	 	 	26	 	 	27	 	 	28	 	 	29	 	 	30	 
	 	 	AAA	 	0.064677	 	 	0.072467	 	 	0.080667	 	 	0.089259	 	 	0.09822	 	 	0.107529	 	 	0.117161	 	 	0.127094	 	 	0.137302	 	 	0.147762	 
	 	 	AA+	 	0.087621	 	 	0.096923	 	 	0.106587	 	 	0.116584	 	 	0.126887	 	 	0.137468	 	 	0.148299	 	 	0.159353	 	 	0.170604	 	 	0.182024	 
	 	 	AA	 	0.111947	 	 	0.12256	 	 	0.133465	 	 	0.144629	 	 	0.156023	 	 	0.167615	 	 	0.179376	 	 	0.191279	 	 	0.203298	 	 	0.215406	 
	 	 	AA-	 	0.125301	 	 	0.136575	 	 	0.148104	 	 	0.159855	 	 	0.171794	 	 	0.18389	 	 	0.196113	 	 	0.208436	 	 	0.220831	 	 	0.233274	 
	 	 	A+	 	0.14903	 	 	0.16114	 	 	0.173428	 	 	0.185858	 	 	0.198399	 	 	0.211023	 	 	0.2237	 	 	0.236408	 	 	0.249122	 	 	0.261821	 
	 	 	A	 	0.176232	 	 	0.189275	 	 	0.202402	 	 	0.215581	 	 	0.228783	 	 	0.24198	 	 	0.255149	 	 	0.268267	 	 	0.281317	 	 	0.29428	 
	 	 	A-	 	0.206517	 	 	0.220414	 	 	0.234289	 	 	0.248114	 	 	0.261863	 	 	0.275516	 	 	0.289052	 	 	0.302456	 	 	0.315715	 	 	0.328817	 
	 	 	BBB+	 	0.245932	 	 	0.260627	 	 	0.275166	 	 	0.28953	 	 	0.303702	 	 	0.317669	 	 	0.331422	 	 	0.344952	 	 	0.358254	 	 	0.371325	 
	 	 	BBB	 	0.295028	 	 	0.310399	 	 	0.325456	 	 	0.340193	 	 	0.354608	 	 	0.3687	 	 	0.382472	 	 	0.395927	 	 	0.40907	 	 	0.421905	 
	 	 	BBB-	 	0.371843	 	 	0.38769	 	 	0.403014	 	 	0.417834	 	 	0.432169	 	 	0.446038	 	 	0.45946	 	 	0.472454	 	 	0.485039	 	 	0.497234	 
	 	 	BB+	 	0.438067	 	 	0.453885	 	 	0.469042	 	 	0.483574	 	 	0.497518	 	 	0.510905	 	 	0.523769	 	 	0.536139	 	 	0.548043	 	 	0.559508	 
	 	 	BB	 	0.510479	 	 	0.52529	 	 	0.539391	 	 	0.55283	 	 	0.565653	 	 	0.577902	 	 	0.589615	 	 	0.600828	 	 	0.611574	 	 	0.621882	 
	 	 	BB-	 	0.568096	 	 	0.582012	 	 	0.595186	 	 	0.607676	 	 	0.619536	 	 	0.630814	 	 	0.641554	 	 	0.651795	 	 	0.661573	 	 	0.670921	 
	 	 	B+	 	0.61761	 	 	0.630403	 	 	0.642471	 	 	0.653877	 	 	0.664677	 	 	0.67492	 	 	0.684649	 	 	0.693905	 	 	0.702723	 	 	0.711136	 
	 	 	B	 	0.677876	 	 	0.688862	 	 	0.699209	 	 	0.708973	 	 	0.718204	 	 	0.726947	 	 	0.735242	 	 	0.743123	 	 	0.750623	 	 	0.757772	 
	 	 	B-	 	0.731286	 	 	0.740636	 	 	0.749425	 	 	0.757705	 	 	0.765521	 	 	0.772912	 	 	0.779916	 	 	0.786562	 	 	0.79288	 	 	0.798894	 
	 	 	CCC+	 	0.792502	 	 	0.799834	 	 	0.806716	 	 	0.81319	 	 	0.819294	 	 	0.82506	 	 	0.830518	 	 	0.835692	 	 	0.840606	 	 	0.84528	 
	 	 	CCC	 	0.826869	 	 	0.833058	 	 	0.838861	 	 	0.844315	 	 	0.849452	 	 	0.854301	 	 	0.858887	 	 	0.863232	 	 	0.867355	 	 	0.871275	 
	 	 	CCC-	 	0.849465	 	 	0.854892	 	 	0.859977	 	 	0.864752	 	 	0.869248	 	 	0.873488	 	 	0.877496	 	 	0.881292	 	 	0.884892	 	 	0.888313	 



 






    Sch. D-6


     


    

 






 


SCHEDULE E


 


S&P Recovery Rate Matrix


 


	S&P CDO Monitor Recovery Rates (%)	 
	Case	 	 	Loans	 
	1	 	 	 	35.00	%
	2	 	 	 	35.05	%
	3	 	 	 	35.10	%
	4	 	 	 	35.15	%
	5	 	 	 	35.20	%
	6	 	 	 	35.25	%
	7	 	 	 	35.30	%
	8	 	 	 	35.35	%
	9	 	 	 	35.40	%
	10	 	 	 	35.45	%
	11	 	 	 	35.50	%
	12	 	 	 	35.55	%
	13	 	 	 	35.60	%
	14	 	 	 	35.65	%
	15	 	 	 	35.70	%
	16	 	 	 	35.75	%
	17	 	 	 	35.80	%
	18	 	 	 	35.85	%
	19	 	 	 	35.90	%
	20	 	 	 	35.95	%
	21	 	 	 	36.00	%
	22	 	 	 	36.05	%
	23	 	 	 	36.10	%
	24	 	 	 	36.15	%
	25	 	 	 	36.20	%
	26	 	 	 	36.25	%
	27	 	 	 	36.30	%
	28	 	 	 	36.35	%
	29	 	 	 	36.40	%
	30	 	 	 	36.45	%
	31	 	 	 	36.50	%
	32	 	 	 	36.55	%
	33	 	 	 	36.60	%
	34	 	 	 	36.65	%
	35	 	 	 	36.70	%
	36	 	 	 	36.75	%
	37	 	 	 	36.80	%
	38	 	 	 	36.85	%
	39	 	 	 	36.90	%
	40	 	 	 	36.95	%
	41	 	 	 	37.00	%
	42	 	 	 	37.05	%
	43	 	 	 	37.10	%
	44	 	 	 	37.15	%
	45	 	 	 	37.20	%
	46	 	 	 	37.25	%
	47	 	 	 	37.30	%
	48	 	 	 	37.35	%
	49	 	 	 	37.40	%
	50	 	 	 	37.45	%
	51	 	 	 	37.50	%
	52	 	 	 	37.55	%
	53	 	 	 	37.60	%
	54	 	 	 	37.65	%
	55	 	 	 	37.70	%
	56	 	 	 	37.75	%
	57	 	 	 	37.80	%
	58	 	 	 	37.85	%
	59	 	 	 	37.90	%
	60	 	 	 	37.95	%
	61	 	 	 	38.00	%
	62	 	 	 	38.05	%
	63	 	 	 	38.10	%
	64	 	 	 	38.15	%
	65	 	 	 	38.20	%
	66	 	 	 	38.25	%
	67	 	 	 	38.30	%
	68	 	 	 	38.35	%
	69	 	 	 	38.40	%
	70	 	 	 	38.45	%
	71	 	 	 	38.50	%
	72	 	 	 	38.55	%
	73	 	 	 	38.60	%
	74	 	 	 	38.65	%




 






    	 	Sch. E-1	 



     


    

 


	S&P CDO Monitor Recovery Rates (%)	 
	Case	 	 	Loans	 
	75	 	 	 	38.70	%
	76	 	 	 	38.75	%
	77	 	 	 	38.80	%
	78	 	 	 	38.85	%
	79	 	 	 	38.90	%
	80	 	 	 	38.95	%
	81	 	 	 	39.00	%
	82	 	 	 	39.05	%
	83	 	 	 	39.10	%
	84	 	 	 	39.15	%
	85	 	 	 	39.20	%
	86	 	 	 	39.25	%
	87	 	 	 	39.30	%
	88	 	 	 	39.35	%
	89	 	 	 	39.40	%
	90	 	 	 	39.45	%
	91	 	 	 	39.50	%
	92	 	 	 	39.55	%
	93	 	 	 	39.60	%
	94	 	 	 	39.65	%
	95	 	 	 	39.70	%
	96	 	 	 	39.75	%
	97	 	 	 	39.80	%
	98	 	 	 	39.85	%
	99	 	 	 	39.90	%
	100	 	 	 	39.95	%
	101	 	 	 	40.00	%
	102	 	 	 	40.05	%
	103	 	 	 	40.10	%
	104	 	 	 	40.15	%
	105	 	 	 	40.20	%
	106	 	 	 	40.25	%
	107	 	 	 	40.30	%
	108	 	 	 	40.35	%
	109	 	 	 	40.40	%
	110	 	 	 	40.45	%
	111	 	 	 	40.50	%
	112	 	 	 	40.55	%
	113	 	 	 	40.60	%
	114	 	 	 	40.65	%
	115	 	 	 	40.70	%
	116	 	 	 	40.75	%
	117	 	 	 	40.80	%
	118	 	 	 	40.85	%
	119	 	 	 	40.90	%
	120	 	 	 	40.95	%
	121	 	 	 	41.00	%
	122	 	 	 	41.05	%
	123	 	 	 	41.10	%
	124	 	 	 	41.15	%
	125	 	 	 	41.20	%
	126	 	 	 	41.25	%
	127	 	 	 	41.30	%
	128	 	 	 	41.35	%
	129	 	 	 	41.40	%
	130	 	 	 	41.45	%
	131	 	 	 	41.50	%
	132	 	 	 	41.55	%
	133	 	 	 	41.60	%
	134	 	 	 	41.65	%
	135	 	 	 	41.70	%
	136	 	 	 	41.75	%
	137	 	 	 	41.80	%
	138	 	 	 	41.85	%
	139	 	 	 	41.90	%
	140	 	 	 	41.95	%
	141	 	 	 	42.00	%
	142	 	 	 	42.05	%
	143	 	 	 	42.10	%
	144	 	 	 	42.15	%
	145	 	 	 	42.20	%
	146	 	 	 	42.25	%
	147	 	 	 	42.30	%
	148	 	 	 	42.35	%
	149	 	 	 	42.40	%
	150	 	 	 	42.45	%
	151	 	 	 	42.50	%
	152	 	 	 	42.55	%
	153	 	 	 	42.60	%
	154	 	 	 	42.65	%
	155	 	 	 	42.70	%
	156	 	 	 	42.75	%
	157	 	 	 	42.80	%
	158	 	 	 	42.85	%




 






    	 	Sch. E-2	 



     


    

 


	S&P CDO Monitor Recovery Rates (%)	 
	Case	 	 	Loans	 
	159	 	 	 	42.90	%
	160	 	 	 	42.95	%
	161	 	 	 	43.00	%
	162	 	 	 	43.05	%
	163	 	 	 	43.10	%
	164	 	 	 	43.15	%
	165	 	 	 	43.20	%
	166	 	 	 	43.25	%
	167	 	 	 	43.30	%
	168	 	 	 	43.35	%
	169	 	 	 	43.40	%
	170	 	 	 	43.45	%
	171	 	 	 	43.50	%
	172	 	 	 	43.55	%
	173	 	 	 	43.60	%
	174	 	 	 	43.65	%
	175	 	 	 	43.70	%
	176	 	 	 	43.75	%
	177	 	 	 	43.80	%
	178	 	 	 	43.85	%
	179	 	 	 	43.90	%
	180	 	 	 	43.95	%
	181	 	 	 	44.00	%
	182	 	 	 	44.05	%
	183	 	 	 	44.10	%
	184	 	 	 	44.15	%
	185	 	 	 	44.20	%
	186	 	 	 	44.25	%
	187	 	 	 	44.30	%
	188	 	 	 	44.35	%
	189	 	 	 	44.40	%
	190	 	 	 	44.45	%
	191	 	 	 	44.50	%
	192	 	 	 	44.55	%
	193	 	 	 	44.60	%
	194	 	 	 	44.65	%
	195	 	 	 	44.70	%
	196	 	 	 	44.75	%
	197	 	 	 	44.80	%
	198	 	 	 	44.85	%
	199	 	 	 	44.90	%
	200	 	 	 	44.95	%
	201	 	 	 	45.00	%
	202	 	 	 	45.05	%
	203	 	 	 	45.10	%
	204	 	 	 	45.15	%
	205	 	 	 	45.20	%
	206	 	 	 	45.25	%
	207	 	 	 	45.30	%
	208	 	 	 	45.35	%
	209	 	 	 	45.40	%
	210	 	 	 	45.45	%
	211	 	 	 	45.50	%
	212	 	 	 	45.55	%
	213	 	 	 	45.60	%
	214	 	 	 	45.65	%
	215	 	 	 	45.70	%
	216	 	 	 	45.75	%
	217	 	 	 	45.80	%
	218	 	 	 	45.85	%
	219	 	 	 	45.90	%
	220	 	 	 	45.95	%
	221	 	 	 	46.00	%
	222	 	 	 	46.05	%
	223	 	 	 	46.10	%
	224	 	 	 	46.15	%
	225	 	 	 	46.20	%
	226	 	 	 	46.25	%
	227	 	 	 	46.30	%
	228	 	 	 	46.35	%
	229	 	 	 	46.40	%
	230	 	 	 	46.45	%
	231	 	 	 	46.50	%
	232	 	 	 	46.55	%
	233	 	 	 	46.60	%
	234	 	 	 	46.65	%
	235	 	 	 	46.70	%
	236	 	 	 	46.75	%
	237	 	 	 	46.80	%
	238	 	 	 	46.85	%
	239	 	 	 	46.90	%
	240	 	 	 	46.95	%
	241	 	 	 	47.00	%
	242	 	 	 	47.05	%




 






    	 	Sch. E-3	 



     


    

 


	S&P CDO Monitor Recovery Rates (%)	 
	Case	 	 	Loans	 
	243	 	 	 	47.10	%
	244	 	 	 	47.15	%
	245	 	 	 	47.20	%
	246	 	 	 	47.25	%
	247	 	 	 	47.30	%
	248	 	 	 	47.35	%
	249	 	 	 	47.40	%
	250	 	 	 	47.45	%
	251	 	 	 	47.50	%
	252	 	 	 	47.55	%
	253	 	 	 	47.60	%
	254	 	 	 	47.65	%
	255	 	 	 	47.70	%
	256	 	 	 	47.75	%
	257	 	 	 	47.80	%
	258	 	 	 	47.85	%
	259	 	 	 	47.90	%
	260	 	 	 	47.95	%
	261	 	 	 	48.00	%
	262	 	 	 	48.05	%
	263	 	 	 	48.10	%
	264	 	 	 	48.15	%
	265	 	 	 	48.20	%
	266	 	 	 	48.25	%
	267	 	 	 	48.30	%
	268	 	 	 	48.35	%
	269	 	 	 	48.40	%
	270	 	 	 	48.45	%
	271	 	 	 	48.50	%
	272	 	 	 	48.55	%
	273	 	 	 	48.60	%
	274	 	 	 	48.65	%
	275	 	 	 	48.70	%
	276	 	 	 	48.75	%
	277	 	 	 	48.80	%
	278	 	 	 	48.85	%
	279	 	 	 	48.90	%
	280	 	 	 	48.95	%
	281	 	 	 	49.00	%
	282	 	 	 	49.05	%
	283	 	 	 	49.10	%
	284	 	 	 	49.15	%
	285	 	 	 	49.20	%
	286	 	 	 	49.25	%
	287	 	 	 	49.30	%
	288	 	 	 	49.35	%
	289	 	 	 	49.40	%
	290	 	 	 	49.45	%
	291	 	 	 	49.50	%
	292	 	 	 	49.55	%
	293	 	 	 	49.60	%
	294	 	 	 	49.65	%
	295	 	 	 	49.70	%
	296	 	 	 	49.75	%
	297	 	 	 	49.80	%
	298	 	 	 	49.85	%
	299	 	 	 	49.90	%
	300	 	 	 	49.95	%
	301	 	 	 	50.00	%
	302	 	 	 	50.05	%
	303	 	 	 	50.10	%
	304	 	 	 	50.15	%
	305	 	 	 	50.20	%
	306	 	 	 	50.25	%
	307	 	 	 	50.30	%
	308	 	 	 	50.35	%
	309	 	 	 	50.40	%
	310	 	 	 	50.45	%
	311	 	 	 	50.50	%
	312	 	 	 	50.55	%
	313	 	 	 	50.60	%
	314	 	 	 	50.65	%
	315	 	 	 	50.70	%
	316	 	 	 	50.75	%
	317	 	 	 	50.80	%
	318	 	 	 	50.85	%
	319	 	 	 	50.90	%
	320	 	 	 	50.95	%
	321	 	 	 	51.00	%
	322	 	 	 	51.05	%
	323	 	 	 	51.10	%
	324	 	 	 	51.15	%
	325	 	 	 	51.20	%
	326	 	 	 	51.25	%




 






    	 	Sch. E-4	 



     


    

 


	S&P CDO Monitor Recovery Rates (%)	 
	Case	 	 	Loans	 
	327	 	 	 	51.30	%
	328	 	 	 	51.35	%
	329	 	 	 	51.40	%
	330	 	 	 	51.45	%
	331	 	 	 	51.50	%
	332	 	 	 	51.55	%
	333	 	 	 	51.60	%
	334	 	 	 	51.65	%
	335	 	 	 	51.70	%
	336	 	 	 	51.75	%
	337	 	 	 	51.80	%
	338	 	 	 	51.85	%
	339	 	 	 	51.90	%
	340	 	 	 	51.95	%
	341	 	 	 	52.00	%
	342	 	 	 	52.05	%
	343	 	 	 	52.10	%
	344	 	 	 	52.15	%
	345	 	 	 	52.20	%
	346	 	 	 	52.25	%
	347	 	 	 	52.30	%
	348	 	 	 	52.35	%
	349	 	 	 	52.40	%
	350	 	 	 	52.45	%
	351	 	 	 	52.50	%
	352	 	 	 	52.55	%
	353	 	 	 	52.60	%
	354	 	 	 	52.65	%
	355	 	 	 	52.70	%
	356	 	 	 	52.75	%
	357	 	 	 	52.80	%
	358	 	 	 	52.85	%
	359	 	 	 	52.90	%
	360	 	 	 	52.95	%
	361	 	 	 	53.00	%
	362	 	 	 	53.05	%
	363	 	 	 	53.10	%
	364	 	 	 	53.15	%
	365	 	 	 	53.20	%
	366	 	 	 	53.25	%
	367	 	 	 	53.30	%
	368	 	 	 	53.35	%
	369	 	 	 	53.40	%
	370	 	 	 	53.45	%
	371	 	 	 	53.50	%
	372	 	 	 	53.55	%
	373	 	 	 	53.60	%
	374	 	 	 	53.65	%
	375	 	 	 	53.70	%
	376	 	 	 	53.75	%
	377	 	 	 	53.80	%
	378	 	 	 	53.85	%
	379	 	 	 	53.90	%
	380	 	 	 	53.95	%
	381	 	 	 	54.00	%
	382	 	 	 	54.05	%
	383	 	 	 	54.10	%
	384	 	 	 	54.15	%
	385	 	 	 	54.20	%
	386	 	 	 	54.25	%
	387	 	 	 	54.30	%
	388	 	 	 	54.35	%
	389	 	 	 	54.40	%
	390	 	 	 	54.45	%
	391	 	 	 	54.50	%
	392	 	 	 	54.55	%
	393	 	 	 	54.60	%
	394	 	 	 	54.65	%
	395	 	 	 	54.70	%
	396	 	 	 	54.75	%
	397	 	 	 	54.80	%
	398	 	 	 	54.85	%
	399	 	 	 	54.90	%
	400	 	 	 	54.95	%
	401	 	 	 	55.00	%



 






    	 	Sch. E-5	 



     


    

 


SCHEDULE F


S&P Weighted Average Life Matrix


 


	Case	 	Weighted Average 
 Life Values	 
	1	 	 	9.00	 
	2	 	 	8.75	 
	3	 	 	8.50	 
	4	 	 	8.25	 
	5	 	 	8.00	 
	6	 	 	7.75	 
	7	 	 	7.50	 
	8	 	 	7.25	 
	9	 	 	7.00	 
	10	 	 	6.75	 
	11	 	 	6.50	 
	12	 	 	6.25	 
	13	 	 	6.00	 
	14	 	 	5.75	 
	15	 	 	5.50	 
	16	 	 	5.25	 
	17	 	 	5.00	 
	18	 	 	4.75	 
	19	 	 	4.50	 
	20	 	 	4.25	 
	21	 	 	4.00	 
	22	 	 	3.75	 
	23	 	 	3.50	 
	24	 	 	3.25	 
	25	 	 	3.00	 
	26	 	 	2.75	 
	27	 	 	2.50	 
	28	 	 	2.25	 
	29	 	 	2.00	 
	30	 	 	1.75	 
	31	 	 	1.50	 
	32	 	 	1.25	 
	33	 	 	1.00	 
	34	 	 	0.75	 
	35	 	 	0.50	 
	36	 	 	0.25	 
	37	 	 	0.00	 



 






    	 	Sch. F-1	 



     


    

 


SCHEDULE G


 


S&P CDO Monitor Formula Definitions


 


As used for purposes of the
S&P CDO Monitor Test, the following terms shall have the meanings set forth below:


 


“S&P CDO Monitor
Adjusted BDR” means, with respect to the Loans, the threshold value for the S&P CDO Monitor Test, calculated as a percentage
by adjusting the S&P CDO Monitor BDR for changes in the Principal Balance of the Collateral Loans relative to the Target Initial Par
Amount as follows:


 


BDR * (OP / NP) + (NP - OP)
/ (NP * (1 – WARR)), where


 


	Term	Meaning
	BDR	S&P CDO Monitor BDR
	OP	Target Initial Par Amount
	NP	the sum of the Aggregate Principal Balances of the Collateral Loans with an S&P Rating of “CCC-” or higher, Principal Proceeds, the aggregate amount of Undrawn Commitments and the sum of the lower of S&P Recovery Amount or the Market Value of each obligation with an S&P Rating below “CCC-”
	WARR 	Weighted Average S&P Recovery Rate


 


“S&P CDO Monitor
BDR” means the value calculated using the following formula relating to the Borrower’s portfolio:


 


S&P CDO Monitor BDR = C0
+ (C1 * Weighted Average Spread) + (C2 * Weighted Average S&P Recovery Rate), where C0 = 0.192813, C1 = 2.672953 and C2 = 1.271946.
C0, C1 and C2 will not change unless S&P provides an updated S&P CDO Monitor Input File at the request of the Services Provider
following the Closing Date.


 


“S&P CDO Monitor
Input File” means a file containing the formula relating to the Borrower’s portfolio used to calculate the S&P CDO
Monitor BDR.


 


“S&P CDO Monitor
SDR” means the percentage derived from the following equation:


 


0.137223 + (SPWARF/8829.01)
 – (DRD/20413.6) - (ODM/9556.72) - (IDM/2256.55) - (RDM/40.2751) + (WAL/26.7396), where


 


	Term	Meaning
	DRD	S&P Default Rate Dispersion
	ODM	S&P Obligor Diversity Measure
	IDM	S&P Industry Diversity Measure
	RDM	S&P Regional Diversity Measure
	SPWARF	S&P Weighted Average Rating Factor
	WAL	S&P Weighted Average Life


 






    	 	Sch. G-1	 



     


    

 


“S&P Default Rate
Dispersion” means, with respect to all Collateral Loans with an S&P Rating of “CCC-” or higher, (A) the sum
of the product of (i) the Principal Balance of each such Collateral Loan and (ii) the absolute value of (x) the S&P Rating Factor
minus (y) the S&P Weighted Average Rating Factor divided by (B) the Aggregate Principal Balance for all such Collateral
Loans.


 


“S&P Industry Diversity
Measure” means a measure calculated by determining the Aggregate Principal Balance of the Collateral Loans (with an S&P
Rating of “CCC-” or higher) within each S&P Industry Classification in the portfolio, then dividing each of these amounts
by the Aggregate Principal Balance of the Collateral Loans (with an S&P Rating of “CCC-” or higher) from all the S&P
Industry Classifications in the portfolio, squaring the result for each industry, then taking the reciprocal of the sum of these squares.


 


“S&P Obligor Diversity
Measure” means a measure calculated by determining the Aggregate Principal Balance of the Collateral Loans (with an S&P
Rating of “CCC-” or higher) from each Obligor and its affiliates, then dividing each such Aggregate Principal Balance by the
Aggregate Principal Balance of Collateral Loans (with an S&P Rating of “CCC-” or higher) from all the Obligors in the
portfolio, then squaring the result for each Obligor, then taking the reciprocal of the sum of these squares.


 


“S&P Rating Factor”
means, with respect to any Collateral Loan, the value determined (based on the five-year asset default rate multiplied by 10,000) in accordance
with the below table (or such other published table by S&P that the Services Provider provides to the Administrative Agent and the
Collateral Administrator):


 


	S&P Rating	 	S&P Rating Factor	 
	AAA	 	 	13.51	 
	AA+	 	 	26.75	 
	AA	 	 	46.36	 
	AA-	 	 	63.90	 
	A+	 	 	99.50	 
	A	 	 	146.35	 
	A-	 	 	199.83	 
	BBB+	 	 	271.01	 
	BBB	 	 	361.17	 
	BBB-	 	 	540.42	 
	BB+	 	 	784.92	 
	BB	 	 	1,233.63	 
	BB-	 	 	1,565.44	 
	B+	 	 	1,982.00	 
	B	 	 	2,859.50	 
	B-	 	 	3,610.11	 
	CCC+	 	 	4,641.00	 
	CCC	 	 	5,293.00	 
	CCC-	 	 	5,751.10	 
	CC	 	 	10,000.00	 
	SD	 	 	10,000.00	 
	D	 	 	10,000.00	 



 






    	 	Sch. G-2	 



     


    

 


“S&P Regional Diversity
Measure” means a measure calculated by determining the Aggregate Principal Balance of the Collateral Loans (with an S&P
Rating of “CCC-” or higher) within each S&P region set forth in the table set forth below, then dividing each of these
amounts by the Aggregate Principal Balance of the Collateral Loans (with an S&P Rating of “CCC-” or higher) from all S&P
regions in the portfolio, squaring the result for each region, then taking the reciprocal of the sum of these squares.


 


“S&P Weighted Average
Life” means, on any date of determination, a number calculated by determining the number of years between the current date and
the maturity date of each Collateral Loan (with an S&P Rating of “CCC-” or higher), multiplying each Collateral Loan’s
Principal Balance by its number of years, summing the results of all Collateral Loans in the portfolio, and dividing such amount by the
Aggregate Principal Balance of all Collateral Loans (with an S&P Rating of “CCC-” or higher).


 


“S&P Weighted Average
Rating Factor” means, with respect to all Collateral Loans with an S&P Rating of “CCC-” or higher, (A) the sum
of the product of (i) the Principal Balance of each such Collateral Loan and (ii) S&P Rating Factor divided by (B) the Aggregate
Principal Balance for all such Collateral Loans.


 


“Target Initial Par
Amount” means $446,000,000.


 






    	 	Sch. G-3	 



     


    

 



 


	Region

Code	Region Name	Country

Code	Country Name
	17	Africa:  Eastern	253	Djibouti
	17	Africa:  Eastern	291	Eritrea
	17	Africa:  Eastern	251	Ethiopia
	17	Africa:  Eastern	254	Kenya
	17	Africa:  Eastern	252	Somalia
	17	Africa:  Eastern	249	Sudan
	12	Africa:  Southern	247	Ascension
	12	Africa:  Sub-Saharan	267	Botswana
	12	Africa:  Sub-Saharan	266	Lesotho
	12	Africa:  Sub-Saharan	230	Mauritius
	12	Africa:  Sub-Saharan	264	Namibia
	12	Africa:  Sub-Saharan	248	Seychelles
	12	Africa:  Sub-Saharan	27	South Africa
	12	Africa:  Sub-Saharan	290	St. Helena
	12	Africa:  Sub-Saharan	268	Swaziland
	13	Africa:  Sub-Saharan	244	Angola
	13	Africa:  Sub-Saharan	226	Burkina Faso
	13	Africa:  Sub-Saharan	257	Burundi
	13	Africa:  Sub-Saharan	225	Cote d’lvoire
	13	Africa:  Sub-Saharan	240	Equatorial Guinea
	13	Africa:  Sub-Saharan	241	Gabonese Republic
	13	Africa:  Sub-Saharan	220	Gambia
	13	Africa:  Sub-Saharan	233	Ghana
	13	Africa:  Sub-Saharan	224	Guinea
	13	Africa:  Sub-Saharan	245	Guinea-Bissau
	13	Africa:  Sub-Saharan	231	Liberia
	13	Africa:  Sub-Saharan	261	Madagascar
	13	Africa:  Sub-Saharan	265	Malawi
	13	Africa:  Sub-Saharan	223	Mali
	13	Africa:  Sub-Saharan	222	Mauritania
	13	Africa:  Sub-Saharan	258	Mozambique
	13	Africa:  Sub-Saharan	227	Niger
	13	Africa:  Sub-Saharan	234	Nigeria
	13	Africa:  Sub-Saharan	250	Rwanda
	13	Africa:  Sub-Saharan	239	Sao Tome & Principe
	13	Africa:  Sub-Saharan	221	Senegal
	13	Africa:  Sub-Saharan	232	Sierra Leone
	13	Africa:  Sub-Saharan	255	Tanzania/Zanzibar
	13	Africa:  Sub-Saharan	228	Togo
	13	Africa:  Sub-Saharan	256	Uganda
	13	Africa:  Sub-Saharan	260	Zambia
	13	Africa:  Sub-Saharan	263	Zimbabwe
	13	Africa:  Sub-Saharan	229	Benin



 






    	 	Sch. G-4	 



     


    

 


	13	Africa:  Sub-Saharan	237	Cameroon
	13	Africa:  Sub-Saharan	238	Cape Verde Islands
	13	Africa:  Sub-Saharan	236	Central African Republic
	13	Africa:  Sub-Saharan	235	Chad
	13	Africa:  Sub-Saharan	269	Comoros
	13	Africa:  Sub-Saharan	242	Congo-Brazzaville
	13	Africa:  Sub-Saharan	243	Congo-Kinshasa
	3	Americas:  Andean	591	Bolivia
	3	Americas:  Andean	57	Colombia
	3	Americas:  Andean	593	Ecuador
	3	Americas:  Andean	51	Peru
	3	Americas:  Andean	58	Venezuela
	4	Americas:  Mercosur and Southern Cone	54	Argentina
	4	Americas:  Mercosur and Southern Cone	55	Brazil
	4	Americas:  Mercosur and Southern Cone	56	Chile
	4	Americas:  Mercosur and Southern Cone	595	Paraguay
	4	Americas:  Mercosur and Southern Cone	598	Uruguay
	1	Americas:  Mexico	52	Mexico
	2	Americas:  Other Central and Caribbean	1264	Anguilla
	2	Americas:  Other Central and Caribbean	1268	Antigua
	2	Americas:  Other Central and Caribbean	1242	Bahamas
	2	Americas:  Other Central and Caribbean	246	Barbados
	2	Americas:  Other Central and Caribbean	501	Belize
	2	Americas:  Other Central and Caribbean	441	Bermuda
	2	Americas:  Other Central and Caribbean	284	British Virgin Islands
	2	Americas:  Other Central and Caribbean	345	Cayman Islands
	2	Americas:  Other Central and Caribbean	506	Costa Rica
	2	Americas:  Other Central and Caribbean	809	Dominican Republic
	2	Americas:  Other Central and Caribbean	503	El Salvador
	2	Americas:  Other Central and Caribbean	473	Grenada
	2	Americas:  Other Central and Caribbean	590	Guadeloupe
	2	Americas:  Other Central and Caribbean	502	Guatemala
	2	Americas:  Other Central and Caribbean	504	Honduras
	2	Americas:  Other Central and Caribbean	876	Jamaica
	2	Americas:  Other Central and Caribbean	596	Martinique
	2	Americas:  Other Central and Caribbean	505	Nicaragua
	2	Americas:  Other Central and Caribbean	507	Panama
	2	Americas:  Other Central and Caribbean	869	St. Kitts/Nevis
	2	Americas:  Other Central and Caribbean	758	St. Lucia
	2	Americas:  Other Central and Caribbean	784	St. Vincent & Grenadines
	2	Americas:  Other Central and Caribbean	597	Suriname
	2	Americas:  Other Central and Caribbean	868	Trinidad& Tobago
	2	Americas:  Other Central and Caribbean	649	Turks & Caicos
	2	Americas:  Other Central and Caribbean	297	Aruba
	2	Americas:  Other Central and Caribbean	53	Cuba



 






    	 	Sch. G-5	 



     


    

 


	2	Americas:  Other Central and Caribbean	599	Curacao
	2	Americas:  Other Central and Caribbean	767	Dominica
	2	Americas:  Other Central and Caribbean	594	French Guiana
	2	Americas:  Other Central and Caribbean	592	Guyana
	2	Americas:  Other Central and Caribbean	509	Haiti
	2	Americas:  Other Central and Caribbean	664	Montserrat
	101	Americas:  U.S. and Canada	2	Canada
	101	Americas:  U.S. and Canada	1	USA
	7	Asia:  China, Hong Kong, Taiwan	86	China
	7	Asia:  China, Hong Kong, Taiwan	852	Hong Kong
	7	Asia:  China, Hong Kong, Taiwan	886	Taiwan
	5	Asia:  India, Pakistan and Afghanistan	93	Afghanistan
	5	Asia:  India, Pakistan and Afghanistan	91	India
	5	Asia:  India, Pakistan and Afghanistan	92	Pakistan
	6	Asia:  Other South	880	Bangladesh
	6	Asia:  Other South	975	Bhutan
	6	Asia:  Other South	960	Maldives
	6	Asia:  Other South	977	Nepal
	6	Asia:  Other South	94	Sri Lanka
	8	Asia:  Southeast, Korea and Japan	673	Brunei
	8	Asia:  Southeast, Korea and Japan	855	Cambodia
	8	Asia:  Southeast, Korea and Japan	62	Indonesia
	8	Asia:  Southeast, Korea and Japan	81	Japan
	8	Asia:  Southeast, Korea and Japan	856	Laos
	8	Asia:  Southeast, Korea and Japan	60	Malaysia
	8	Asia:  Southeast, Korea and Japan	95	Myanmar
	8	Asia:  Southeast, Korea and Japan	850	North Korea
	8	Asia:  Southeast, Korea and Japan	63	Philippines
	8	Asia:  Southeast, Korea and Japan	65	Singapore
	8	Asia:  Southeast, Korea and Japan	82	South Korea
	8	Asia:  Southeast, Korea and Japan	66	Thailand
	8	Asia:  Southeast, Korea and Japan	84	Vietnam
	8	Asia:  Southeast, Korea and Japan	670	East Timor
	105	Asia-Pacific:  Australia and New Zealand	61	Australia
	105	Asia-Pacific:  Australia and New Zealand	682	Cook Islands
	105	Asia-Pacific:  Australia and New Zealand	64	New Zealand
	9	Asia-Pacific:  Islands	679	Fiji
	9	Asia-Pacific:  Islands	689	French Polynesia
	9	Asia-Pacific:  Islands	686	Kiribati
	9	Asia-Pacific:  Islands	691	Micronesia
	9	Asia-Pacific:  Islands	674	Nauru
	9	Asia-Pacific:  Islands	687	New Caledonia
	9	Asia-Pacific:  Islands	680	Palau
	9	Asia-Pacific:  Islands	675	Papua New Guinea
	9	Asia-Pacific:  Islands	685	Samoa



 






    	 	Sch. G-6	 



     


    

 


	9	Asia-Pacific:  Islands	677	Solomon Islands
	9	Asia-Pacific:  Islands	676	Tonga
	9	Asia-Pacific:  Islands	688	Tuvalu
	9	Asia-Pacific:  Islands	678	Vanuatu
	15	Europe:  Central	420	Czech Republic
	15	Europe:  Central	372	Estonia
	15	Europe:  Central	36	Hungary
	15	Europe:  Central	371	Latvia
	15	Europe:  Central	370	Lithuania
	15	Europe:  Central	48	Poland
	15	Europe:  Central	421	Slovak Republic
	16	Europe:  Eastern	355	Albania
	16	Europe:  Eastern	387	Bosnia and Herzegovina
	16	Europe:  Eastern	359	Bulgaria
	16	Europe:  Eastern	385	Croatia
	16	Europe:  Eastern	383	Kosovo
	16	Europe:  Eastern	389	Macedonia
	16	Europe:  Eastern	382	Montenegro
	16	Europe:  Eastern	40	Romania
	16	Europe.  Eastern	381	Serbia
	16	Europe:  Eastern	90	Turkey
	14	Europe:  Russia & CIS	374	Armenia
	14	Europe:  Russia & CIS	994	Azerbaijan
	14	Europe:  Russia & CIS	375	Belarus
	14	Europe:  Russia & CIS	995	Georgia
	14	Europe:  Russia & CIS	8	Kazakhstan
	14	Europe:  Russia & CIS	996	Kyrgyzstan
	14	Europe:  Russia & CIS	373	Moldova
	14	Europe:  Russia & CIS	976	Mongolia
	14	Europe:  Russia & CIS	7	Russia
	14	Europe:  Russia & CIS	992	Tajikistan
	14	Europe:  Russia & CIS	993	Turkmenistan
	14	Europe:  Russia & CIS	380	Ukraine
	14	Europe:  Russia & CIS	998	Uzbekistan
	102	Europe:  Western	376	Andorra
	102	Europe:  Western	43	Austria
	102	Europe:  Western	32	Belgium
	102	Europe:  Western	357	Cyprus
	102	Europe:  Western	45	Denmark
	102	Europe:  Western	358	Finland
	102	Europe:  Western	33	France
	102	Europe:  Western	49	Germany
	102	Europe:  Western	30	Greece
	102	Europe:  Western	354	Iceland
	102	Europe:  Western	353	Ireland



 






    	 	Sch. G-7	 



     


    

 


	102	Europe:  Western	101	Isle of Man
	102	Europe:  Western	39	Italy
	102	Europe:  Western	102	Liechtenstein
	102	Europe:  Western	352	Luxembourg
	102	Europe:  Western	356	Malta
	102	Europe:  Western	377	Monaco
	102	Europe:  Western	31	Netherlands
	102	Europe:  Western	47	Norway
	102	Europe:  Western	351	Portugal
	102	Europe:  Western	386	Slovenia
	102	Europe:  Western	34	Spain
	102	Europe:  Western	46	Sweden
	102	Europe:  Western	41	Switzerland
	102	Europe:  Western	44	United Kingdom
	10	Middle East:  Gulf States	973	Bahrain
	10	Middle East:  Gulf States	98	Iran
	10	Middle East:  Gulf States	964	Iraq
	10	Middle East:  Gulf States	965	Kuwait
	10	Middle East:  Gulf States	968	Oman
	10	Middle East:  Gulf States	974	Qatar
	10	Middle East:  Gulf States	966	Saudi Arabia
	10	Middle East:  Gulf States	971	United Arab Emirates
	10	Middle East:  Gulf States	967	Yemen
	11	Middle East:  MENA	213	Algeria
	11	Middle East:  MENA	20	Egypt
	11	Middle East:  MENA	972	Israel
	11	Middle East:  MENA	962	Jordan
	11	Middle East:  MENA	961	Lebanon
	11	Middle East:  MENA	212	Morocco
	11	Middle East:  MENA	970	Palestinian Settlements
	11	Middle East:  MENA	963	Syrian Arab Republic
	11	Middle East:  MENA	216	Tunisia
	11	Middle East:  MENA	1212	Western Sahara
	11	Middle East:  MENA	218	Libya



 






    	 	Sch. G-8	 



     


    

 


EXHIBIT A


 


[FORM OF NOTE FOR [REVOLVING][TERM] LOANS]


 


	$__________	 	_________, ____



 


FOR VALUE RECEIVED, the undersigned, ORCC
Financing IV LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to
[______] (the “Lender”), or registered assigns, in lawful money of the United States of America and in immediately
available funds, the principal amount of [___________________] DOLLARS. The principal amount shall be paid in the amounts and on the dates
specified in the Credit Agreement. The Borrower further agrees to pay interest in like money on the unpaid principal amount hereof from
time to time outstanding at the rates and on the dates specified in the Credit Agreement. Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


The Borrower promises to pay
interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or
rates provided in the Credit Agreement.


 


The holder of this Note is authorized
to endorse on Schedule I annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and
made a part hereof the date and amount of each [Revolving][Term] Loan made pursuant to the Credit Agreement and the date and amount of
each payment or prepayment of principal thereof and each continuation thereof. Each such endorsement shall constitute prima facie evidence
of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower
in respect of such [Revolving][Term] Loan.


 


This Note (a) is a term Note
and evidences the [Revolving][Term] Loans made by the Lender under, and is one of the Notes referred to in, the Credit Agreement, dated
as of August 2, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
the Borrower, the Lenders party thereto from time to time Société Générale, as Administrative Agent, State
Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Cortland Capital Markets Service LLC, as
Document Custodian, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in
whole or in part as provided in the Credit Agreement. This Note is secured as provided in the Loan Documents. Reference is hereby made
to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent
of the security, the terms and conditions upon which the security interests were granted and the rights of the holder of this Note in
respect thereof.


 


Upon the occurrence of any one
or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due
and payable, all as provided in the Credit Agreement.


 






    	 	Exh. A-1	 



     


    

 


All parties now and hereafter
liable with respect to this Note, whether maker, principal, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.


 


Except as permitted by Section
12.6 of the Credit Agreement, this Note may not be participated by the Lender to any other Person. Without limiting the generality
of the foregoing, this Note may be participated in whole or in part only by registration of such participation on the Participant Register.


 


Except as permitted by Section
12.6 of the Credit Agreement, this Note may not be assigned by the Lender to any other Person. Without limiting the generality of
the foregoing, this Note may be assigned in whole or in part only by registration of such assignment or sale on the Register.


 


The failure to provide the Borrower
and its agents with the properly completed and signed tax certifications (generally, in the case of U.S. federal income tax, an Internal
Revenue Service Form W-9 or Form W-8, as applicable (or applicable successor form)) or the failure to provide or update its FATCA information
may result in withholding from payments in respect of the Note, including U.S. federal withholding or back-up withholding. “FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any legislation, law, regulation, guidance notes or practice enacted
or promulgated pursuant to an intergovernmental agreement entered into in connection with such Sections of the Code. Solely for the purposes
of this paragraph, “FATCA” shall include any amendment made to FATCA after the date of the Credit Agreement.


 


THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


		ORCC FINANCING IV LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	 	Exh. A-2	 



     


    

 


SCHEDULE I


 


This Note evidences the [Revolving][Term] Loans
made by [______] (the “Lender”) to ORCC FINANCING IV LLC (the “Borrower”) under the Credit Agreement
dated as of August 2, 2019 among the Borrower, as borrower, the Lenders party thereto from time to time, Société Générale,
as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Cortland
Capital Markets Service LLC, as Document Custodian, in the principal amounts and on the dates set forth below, subject to the payments
and prepayments of principal set forth below:


 


	
    DATE
	
    PRINCIPAL
    

AMOUNT 

LOANED
	
    PRINCIPAL
    

AMOUNT PAID 

OR PREPAID
	
    PRINCIPAL
    

BALANCE 

OUTSTANDING
	
    NOTATION
    

BY

	 	 	 	 	 
	 	 	 	 	 



 






    	 	Exh. A-3	 



     


    

 


EXHIBIT B


[FORM OF NOTICE OF BORROWING]


 


[Date]


 


Société Générale,

as Administrative Agent

New York, NY 10167

Attention: Julien Thinat

Tel.: (212)-278-7598

Email: julien.thinat@sgcib.com


 


with a copy to:


 


Société Générale

480 Washington Blvd

Jersey City, NJ 07310

Tel.: (201)-839-8460

Fax: 201-693-4233

Attention: Cheriese Brathwaite

Email: oper-fin-serv.us@sgss.socgen.com


 


This Notice of Borrowing is
made pursuant to Section 2.2 of that certain Credit Agreement dated as of August 2, 2019 (as the same may from time to time be
amended, supplemented, waived or modified, the “Credit Agreement”) among ORCC Financing IV LLC as borrower (the “Borrower”),
the Lenders parties thereto from time to time (collectively, the “Lenders”), Société Générale,
as administrative agent (the “Administrative Agent”), State Street Bank and Trust Company, as Collateral Agent, Collateral
Administrator and Custodian and Cortland Capital Market Services LLC, as Document Custodian. Capitalized terms used but not otherwise
defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.


 


		1.	The Borrower hereby requests that on ______________, ____ (the “Borrowing Date”) it
receive a Borrowing of [Revolving][Term] Loans under the Credit Agreement in an aggregate principal amount of _____________ Dollars ($_______)
(the “Requested Amount”).



 


		2.	The Borrower hereby gives notice of its request for such [Revolving][Term] Loans in the aggregate principal
amount equal to the Requested Amount to the Lenders and the Administrative Agent pursuant to Section 2.2 of the Credit Agreement
and requests the Lenders to remit, or cause to be remitted, the proceeds thereof to the Collection Account in its respective Percentage
Share of the Requested Amount.



 






    	 	Exh. B-1	 



     


    

 


		3.	The Borrower certifies that immediately after giving effect to the proposed Borrowing on the Borrowing
Date each of the applicable conditions precedent set forth in Section 3.2 of the Credit Agreement is satisfied, including:



 


[(i)the conditions precedent set forth
in Section 3.1 of the Credit Agreement shall have been fully satisfied on or prior to the Borrowing Date referred to above;


 


		(ii)	The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that
(w) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the
Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such
Collateral in accordance with Section 8.7 of the Credit Agreement to the Custodian or the Document Custodian, as applicable, shall
have been effected, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts
in its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) of the Credit Agreement and (z)
the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral.



 


		(iii)	The Agents shall have received a certificate of an Authorized Officer of the Services Provider (which
certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect
that, (1) in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior
to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear
of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior
to the Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse
claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such
Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to
this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral
Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except
in respect of any Permitted Lien or as otherwise permitted by this Agreement and (2) immediately before and after giving effect to the
Borrowings, the Overcollateralization Ratio Test shall be satisfied (as demonstrated in a writing attached to the certificate of the Services
Provider).]1



 





 






1 To
be added only for the Initial Borrowing


 






    	 	Exh. B-2	 



     


    

 



 


		(1)	immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following
limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted),



 


(i) in the case of the Borrowing of a
Revolving Loan, (x) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment
as in effect on such Borrowing Date and (y) the Senior Advance Rate Test is satisfied; and


 


(ii) in the case of the Borrowing of a
Term Loan, the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such
Borrowing Date;


 


		(2)	no Commitment Shortfall shall exist after giving effect to such Borrowing;



 


		(3)	[immediately before and after such Borrowing, no Default shall have occurred and be continuing both before
and after giving effect to the funding of such Loan;



 


		(4)	the representations and warranties of the Borrower contained in this Agreement and each of the other Loan
Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to
an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier
date) both before and after giving effect to the funding of such Loan;



 


		(5)	no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority
shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower,
threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of
the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by
this Agreement;



 


		(6)	each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation
of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of
any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders);
and



 


		(7)	immediately before and after giving effect to the requested Borrowing, the Eligibility Criteria shall
be satisfied (as certified in a writing attached to such Notice of Borrowing)]2



 


IN WITNESS WHEREOF, this
Notice of Borrowing has been executed as of the date first written above.


 





 



2 Omit paragraphs 3 through 7 in the
case of Revolving Loans obtained to fund Unfunded Amounts.


 






    Exh. B-3


     


    

 



	 	ORCC FINANCING IV LLC
	 	 
	 	By:	            
	 	 	Name:	               
	 	 	Title:	 



 






    Exh. B-4


     


    








 


Schedule I

to Notice of Borrowing


Calculation of the Eligibility Criteria


 






    Exh. B-5


     


    







 


EXHIBIT C


[FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT]


Dated as of [_____]


 


Reference is made to the Credit
Agreement, dated as of August 2, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among ORCC Financing IV LLC, a Delaware limited liability company (the “Borrower”), the Lenders party thereto from
time to time, Société Générale, as administrative agent for the Lenders thereunder (in such capacity, the
 “Administrative Agent”), State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian
and Cortland Capital Market Services LLC, as Document Custodian. Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.


 


The Assignor identified on Schedule
I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”)
agree as follows:


 


(i)              The
Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases
[for an agreed consideration] [for a purchase price of [____]]3 and assumes from the Assignor without recourse to the Assignor,
as of the Effective Date (as defined below), the interest described on Schedule I hereto (the “Assigned Interest”).


 


(ii)             The
Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto,
other than that the Assignor is the legal and beneficial owner of the interests being assigned by it hereunder and that such interest
is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the Services Provider or the performance or observance by the Borrower or the Services Provider
of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished
pursuant hereto or thereto; and (c) attaches all Notes held by it evidencing the Assigned Interest and (1) requests that the Administrative
Agent, upon request by the Assignee, exchange the attached Notes for a new Note or Notes payable to the Assignee and (2) if the Assignor
has retained any Loans, requests that the Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor,
in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become
effective on the Effective Date).


 





 



3
Insert the applicable formulation, based on the parties’ preference.


 






    Exh. C-1


     


    

 


(iii)           The
Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption Agreement; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of the financial statements and other information delivered
pursuant to Section 5.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and Assumption Agreement; (c) agrees that, except as may be otherwise
expressly agreed in writing between the Assignee, on the one hand, and the Assignor, an Agent or a Lender, as the case may be, on the
other hand, it will, independently and without reliance upon the Assignor, such Agent or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under
the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints
and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the
Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated
to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; (e) agrees that it will be bound
by the provisions of the Credit Agreement (including Section 11.4(d) thereof) and will perform in accordance with its terms all
the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (f) represents and warrants
that it (and each account for which it is acquiring the Assigned Interest) is a “qualified purchaser” for purposes of Section
3(c)(7) of the Investment Company Act.


 


(iv)           The
effective date of this Assignment and Assumption Agreement shall be the Effective Date of Assignment described on Schedule I hereto
(the “Effective Date”). Following the execution of this Assignment and Assumption Agreement, it will be delivered
to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective
as of the Effective Date.


 


(v)            Upon
such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other amounts) [to the Assignor for amounts which have accrued
to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date] [to the Assignee whether such
amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date]4. The Assignor and the Assignee
shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect
to the making of this assignment directly between themselves.


 


(vi)           From
and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment
and Assumption Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound
by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption Agreement, relinquish
its rights and be released from its obligations under the Credit Agreement.


 





 



4
Insert the applicable formulation, based on the agreement of the parties. If the latter formulation is used, consider including
the amount of accrued interest payable by the Assignee to the Assignor.


 






    Exh. C-2


     


    

 


(vii)          This Assignment and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


(viii)         This
Assignment and Assumption Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original,
but all such counterparts shall together constitute but one and the same instrument. This Assignment and Assumption 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.


 


[Remainder of page intentionally left blank | signature
page follows]


 






    Exh. C-3


     


    







 


IN WITNESS WHEREOF, the parties
hereto have caused this Assignment and Assumption Agreement to be executed as of the date first above written by their respective duly
authorized officers.


 





	 	[INSERT NAME OF ASSIGNOR],
	 	 	as Assignor
	 	 
	 	By:	 
	 	 	Authorized Signatory



 


	 	 
	 	[INSERT NAME OF ASSIGNEE],
	 	 	as Assignee
	 	 
	 	 
	 	By:	
	 	 	Authorized Signatory






 






    Exh. C-4


     


    

 


Schedule I

to Assignment and Assumption Agreement


 


	Name of Assignor:	 	 



 


	Name and address of Assignee:	 	 
	 	 	 
	 	 	 






	 	 
	Effective Date of Assignment:
	 
	Principal Amount of Loans Assigned:	          $______
	 
	Percentage of Loans Assigned:	____%
	 
	U.S. Tax Compliance Certificate and applicable withholding forms (select one):
	 




		 ̈	Attached
	 	 	 



		 ̈	Previously provided



 






    Exh. C-5


     


    

 


EXHIBIT D


Scope of Collateral Report


 


		1.	The Aggregate Principal Balance of all Collateral Loans and Equity Securities
	 	 	 



		2.	The Balance of all Eligible Investments and Cash in each of (together with location of each such Account):
	 	 	 



		a.	The Collection Account
	 	 	 



		b.	The Payment Account
	 	 	 



		c.	The Future Funding Reserve Account
	 	 	 



		d.	The Interest Reserve Account
	 	 	 



		e.	The Lender Collateral Account (and each Lender Collateral Subaccount)
	 	 	 



		f.	The Custodial Account
	 	 	 



		g.	The Closing Expense Account
	 	 	 



		3.	Commitment, rating of and outstanding amounts for the Loans
	 	 	 



		4.	The nature, source and amount of any proceeds in the Collection Account (including Principal Proceeds
and Interest Proceeds received since the date of determination of the last Collateral Report or Payment Date Report) and the Future Funding
Reserve Account
	 	 	 



		5.	Compliance level of Coverage Tests vs. test level then in effect
	 	 	 



		a.	Calculation of Overcollateralization Ratio
	 	 	 



		b.	Calculation of Interest Coverage Ratio
	 	 	 



		6.	Compliance with Collateral Quality Test
	 	 	 



		a.	Minimum Weighted Average Spread Test
	 	 	 



		b.	Maximum Weighted Average Life Test
	 	 	 



		c.	Minimum Diversity Score Test
	 	 	 



		d.	Minimum Weighted Average S&P Recovery Rate Test



 






    Exh. D-1


     


    

 



		7.	Compliance with Concentration Limitations
	 	 	 



		a.	S&P Industry Classification
	 	 	 



		b.	Obligor concentrations
	 	 	 



		c.	First Lien/Last Out Loans and Second Lien Loans
	 	 	 



		d.	Fixed Rate Obligations
	 	 	 



		e.	Eligible Cov-Lite Loans
	 	 	 



		f.	DIP Loans
	 	 	 



		g.	Current Pay Obligations
	 	 	 



		h.	Collateral Loans that permit payment of interest less frequently than quarterly
	 	 	 



		i.	Revolving Collateral Loans and Delayed Funding Loans
	 	 	 



		j.	Discount Loans
	 	 	 



		k.	Aggregate Participation Exposure
	 	 	 



		l.	The country of Domicile
	 	 	 



		m.	CCC Collateral Loans
	 	 	 



		n.	Collateral Loans for which the Obligor has a trailing twelve month EBITDA of less than $15,000,000 at
the time of acquisition
	 	 	 



		o.	Long-Dated Loans
	 	 	 



		8.	Listing of all Collateral Loans with attributes including
	 	 	 



		a.	Obligor name
	 	 	 



		b.	Maximum Principal Balance (commitment amount)
	 	 	 



		c.	Principal Balance (outstanding amount)
	 	 	 



		d.	Exposure Amount
	 	 	 



		e.	Unsettled Amount
	 	 	 



		f.	S&P Industry Classification
	 	 	 



		g.	Whether each loan is fixed or floating



 






    Exh. D-2


     


    

 



 


		h.	Spread over the applicable index or benchmark rate (for Floating Rate Obligations)
	 	 	 



		i.	Interest coupon (for Fixed Rate Obligations)
	 	 	 



		j.	Maturity date
	 	 	 



		k.	S&P Rating, unless such rating is based on a Credit Estimate unpublished by S&P (and, in the event
of a downgrade or withdrawal of the applicable S&P Rating, the prior rating and the date such S&P Rating was changed)
	 	 	 



		l.	S&P Recovery Rate
	 	 	 



		m.	Whether such Collateral Loan is a Credit Risk Loan, Credit Improved Loan, Defaulted Loan, Current Pay
Obligation, Discount Loan, CCC Collateral Loan or First Lien/Last Out Loan
	 	 	 



		n.	Country of Domicile
	 	 	 



		o.	Frequency of interest payment
	 	 	 



		p.	Revolving Collateral Loans or Delayed Funding Loans
	 	 	 



		q.	Whether such Collateral Loan is a DIP Loan, is owned via Participation Interest or is an Eligible Cov-Lite
Loan
	 	 	 



		r.	The LIBOR floor in effect (if any) for each Collateral Loan
	 	 	 



		s.	Whether such Collateral Loan is a Post-Transition S&P CCC Collateral Loan
	 	 	 



		t.	Details of any Specified Change to any Related Contract with respect to such Collateral Loan
	 	 	 



		9.	Collateral Loan rating status (listing of all Collateral Loans)
	 	 	 



		a.	Obligor name
	 	 	 



		b.	Collateral Loan purchase date
	 	 	 



		c.	S&P Rating, unless such rating is based on a Credit Estimate unpublished by S&P (and, in the event
of a downgrade or withdrawal of the applicable S&P Rating, the prior rating and the date such S&P Rating was changed)
	 	 	 



		d.	Credit Estimate issue date (if applicable)
	 	 	 



		e.	Date of expiry of Credit Estimate (if applicable)
	 	 	 



		f.	Date of last amendment



 






    Exh. D-3


    


    

 



		10.	For Defaulted Loans
	 	 	 



		a.	Default Date
	 	 	 



		b.	Days in Default
	 	 	 



		c.	Principal Balance
	 	 	 



		d.	Principal Collateralization Amount (and the method of calculation thereof)
	 	 	 



		e.	If an Appraisal has been received in last 3 months
	 	 	 



		f.	Appraisal Value
	 	 	 



		g.	Whether any default of the type specified in clauses (a) and (b) of the definition of “Defaulted
Loan” is unrelated to credit-related issues
	 	 	 



		11.	Participation Interests
	 	 	 



		a.	All loans owned via Participation Interest
	 	 	 



		b.	Selling Institution for each Participation Interest
	 	 	 



		c.	S&P Rating for each Selling Institution
	 	 	 



		12.	Weighted Average S&P Recovery Rate
	 	 	 



		13.	Diversity Score
	 	 	 



		14.	List of all First Lien/Last Out Loans
	 	 	 



		15.	List all Discount Loans and applicable purchase price
	 	 	 



		16.	List all Defaulted Loans
	 	 	 



		17.	List all Long-Dated Loans
	 	 	 



		18.	Five S&P Monitor benchmarks
	 	 	 



		19.	S&P Rating
	 	 	 



		20.	Calculation of concentration of Collateral Loans whose Obligors have a trailing twelve month EBITDA of
less than $15,000,000 at the time of such acquisition
	 	 	 



		21.	List of all unelevated participations
	 	 	 



		22.	Assets purchased or sold within the Due Period including
	 	 	 



		a.	Facility Name



 






    Exh. D-4


    


    

 



		b.	Trade/Settlement Dates
	 	 	 



		c.	Reason for sale/ Transaction Motivation (e.g. Discretionary, Credit Risk, Credit Improved)
	 	 	 



		d.	Purchaser or seller is an affiliate of the Borrower?
	 	 	 



		e.	Par amount
	 	 	 



		f.	Price
	 	 	 



		g.	Proceeds
	 	 	 



		h.	Accrued interest
	 	 	 



 






    Exh. D-5


    


    

 


EXHIBIT E


Scope of Payment Date Report


 


	1.	Quarterly Payment Date waterfall list application of all Interest Proceeds and Principal Proceeds
	 	 



	2.	Beginning and ending balance of the Loans
	 	 



	3.	Beginning and ending balance of all Covered Accounts
	 	 



	4.	Calculations of the Collateral Quality Test and Coverage Tests
	 	 





    Exh. E-1


    


    

 


EXHIBIT F


Scope of Asset-Level Reporting to Lenders


 


		1.	At the request of the Majority Lenders (which request may only be made once every 12 months unless an
Event of Default has occurred and is continuing or any of the Coverage Tests are not satisfied, in which case such request may be made
without any limitation), an information package (which may be provided via access to an online data site to be specified to the Lenders
by the Borrower) with respect to each asset that is Pledged Collateral, which will contain information as requested by the Majority Lenders,
which may include credit agreements, amendments thereto, financial information (including any “Management Discussion and Analysis”
provided by such Obligor), financial statements and other summary financial data, and other material information as provided by such Obligor
with respect to the applicable Related Contracts (the “Asset Report”).
	 	 	 



		2.	Beginning on the first Quarterly Payment Date, an information package (which may be provided via access
to an online data site to be specified to the Lenders by the Borrower) to be provided on the 15th day of each calendar month (or if such
date is not a Business Day, the next succeeding Business Day), which will contain information with respect to all amendments to any Related
Contracts. Such information package will be sorted by sections with credits that require Credit Estimates to be listed first and will
also include the Obligor’s name, date of each amendment to any such Related Contracts and a summary of each such amendment.
	 	 	 



		3.	At any time that an Event of Default has occurred and is continuing or any of the Coverage Tests are not
satisfied, any Lender may request the following information: (i) the Asset Report to be delivered on a weekly basis, (ii) the information
package referred to in paragraph (2) above to be delivered on an every two-week basis and (iii) all other material information received
by the Borrower from each Obligor and its Affiliates with respect to the applicable Related Contracts.
	 	 	 





    Exh. F-1


    


    

 


EXHIBIT G


[Form of Retention Letter]


 


OWL ROCK CAPITAL CORPORATION


 


[Address]


[Date]


 


ORCC Financing IV LLC

399 Park Avenue, 38th Floor

New York, New York 10022

Attention: Bryan Cole


 


Société Générale,

as Administrative Agent

245 Park Avenue, 4th Floor

New York, NY 10167

Attention: Julien Thinat

Tel.: (212)-278-7598

Email: julien.thinat@sgcib.com



with a copy to:


 


Société Générale

480 Washington Blvd

Jersey City, NJ 07310

Tel.: (201)-839-8460

Fax: 201-693-4233

Attention: Cheriese Brathwaite

Email: oper-fin-serv.us@sgss.socgen.com


 


[Affected Lender(s)]


 


		Re:	Retention of Net Economic Interest



 


1.             This
letter is being delivered in connection with the Credit Agreement dated as of August 2, 2019 (the “Credit Agreement”)
among ORCC Financing IV LLC as borrower (the “Borrower”), the financial institutions referred to as “Lenders”
in the Credit Agreement, State Street Bank and Trust Company, in its capacities as Collateral Agent, Collateral Administrator and Custodian
and Cortland Capital Market Services LLC, as Document Custodian, and Société Générale, as Administrative
Agent. Pursuant to the terms of the Credit Agreement, Owl Rock Capital Corporation (the “Retention Holder”) will act
as retention holder for the purposes of the EU Retention Requirements. All capitalized terms used but not defined herein have the respective
meanings given to such terms in the Credit Agreement.


 






    Exh. G-1


    


    

 


2.             It is acknowledged that clause (f) of the definition of “Eligibility Criteria” in the Credit Agreement provides for
the following requirements to be satisfied as of the date of each acquisition of a Collateral Loan (including in connection with a substitution
pursuant to Section 10.01(a)(vii) of the Credit Agreement):


“(f)     if an
acquisition or substitution of a Collateral Loan occurs on such date of determination, as of such date, or, if not, as of the most recent
date preceding such date of determination on which an acquisition or substitution of a Collateral Loan occurred, the aggregate outstanding
principal amount of all Collateral Loans held by the Borrower (immediately following any acquisition or substitution of any Collateral
Loans on such date of determination) in respect of which the Retention Holder, either itself or through related entities (including the
Borrower), directly or indirectly, was involved or will be involved in negotiating the original agreement which created the relevant Collateral
Loan is greater than 50% of the aggregate outstanding principal amount of all Collateral Loans then held by the Borrower.”


 


3.             The
Retention Holder hereby irrevocably and unconditionally undertakes and agrees for the benefit of the Borrower, the Administrative Agent
and each Affected Lender for so long as any Obligation remains outstanding and the EU Retention Requirements so require:


 


		a.	that it will retain as originator for the purposes of the EU Retention Requirements, on an ongoing basis,
a material net economic interest in the securitisation transaction contemplated by the Loan Documents in the form specified in paragraph
(d) of Article 6(3) of the Securitisation Regulation by holding 100% of the Equity Interests in the Borrower (the “Retained Interest”);
	 	 	 



		b.	that at any time the excess of (i) the sum of the Aggregate Principal Balance of all Collateral Loans
then held by the Borrower and the amount then standing to the credit of the Principal Collection Account (including any portion of such
amount invested in Eligible Investments) (the “Aggregate Principal Asset Balance”) over (ii) the aggregate principal
amount of all Loans outstanding at such time shall be equal to or greater than 5% of the Aggregate Principal Asset Balance;
	 	 	 



		c.	that it shall not, and shall procure that its Affiliates do not, sell, hedge or otherwise mitigate its
credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Requirements;
	 	 	 



		d.	that it established the transaction contemplated by the Credit Agreement and the other Loan Documents;
	 	 	 



		e.	that, on any date on which the Borrower acquires a Collateral Loan or a Collateral Loan is substituted
by the Borrower, the aggregate outstanding principal amount of all Collateral Loans held by the Borrower (immediately following any acquisition,
or substitution of any Collateral Loans on such date of determination) in respect of which the Retention Holder, either itself or through
related entities (including the Borrower), directly or indirectly, was involved or will be involved in negotiating the original agreement
which created the relevant Collateral Loan (such Collateral Loans, “Retention Holder Originated Collateral Loans”)
will be greater than 50% of the aggregate outstanding principal amount of all Collateral Loans then held by the Borrower;



 






    Exh. G-2


    


    

 



		f.	that it has a business strategy and the capacity to meet payment obligations consistent with a broader
business enterprise and involving material support from capital, assets, fees or other income available to it, relying neither on the
Collateral Loans or other exposures securitized by it nor on the Retained Interest or any other interests retained or proposed to be retained,
as well as any corresponding income from such exposures and interests;
	 	 	 



		g.	that its responsible decision-makers have the required experience to enable it to pursue its business
strategy, as well as an adequate corporate governance arrangement;
	 	 	 



		h.	that each Retention Holder Originated Collateral Loan acquired by or substituted to, the Borrower, whether
prior to or following the Closing Date, has been and will be originated on the basis of sound and well-defined criteria and clearly established
processes for approving, amending, renewing and financing those credits and it has effective systems in place to apply those criteria
and processes to ensure that credit-granting is based on a thorough assessment of each obligor’s creditworthiness;
	 	 	 



		i.	that it has not and will not select Collateral Loans to be acquired by or substituted to, the Borrower
with the aim of rendering losses on such Collateral Loans, measured over the period during which Obligations are outstanding higher than
the losses over the same period on comparable assets held on its balance sheet;
	 	 	 



		j.	that it will confirm in writing its continued compliance with the requirements set forth in clauses (a)
through (i) above to the Borrower (who shall furnish such information to the Administrative Agent for distribution to each Affected Lender):
	 	 	 



		i.	on a monthly basis pursuant to Section 5.1(l)(iii) of the Credit Agreement (concurrent with the
delivery of each Collateral Report);
	 	 	 



		ii.	upon any written request therefor by or on behalf of the Borrower or any Affected Lender delivered as
a result of a material change in (x) the performance of the Loans, (y) the risk characteristics of the transaction, or (z) the Collateral
Loans from time to time, pursuant to Section 5.1(l)(iv) of the Credit Agreement; and
	 	 	 



		iii.	promptly upon the Borrower and/or the Retention Holder becoming aware of any material breach of the obligations
included in any Loan Document, pursuant to Section 5.1(l)(v) of the Credit Agreement;
	 	 	 



		k.	that it will, promptly following a request by any Affected Lender, provide a refreshed letter in substantially
the form of this letter in connection with a material amendment of any Loan Document, in each case where the Borrower has received a request
for the same from an Affected Lender pursuant to Section 5.1(l)(i) of the Credit Agreement;



 






    Exh. G-3


    


    




	 	 	 



		l.	it shall notify the Borrower, each Affected Lender and the Administrative Agent as soon as reasonably
practical if for any reason: (i) it has ceased to hold the Retained Interest in accordance with paragraph (a) above; or (ii) it has failed
in any way to comply with any of the undertakings set out in paragraphs (b), (c), (e), (g) or (h) above; and
	 	 	 



		m.	that it will, promptly following a request by an Affected Lender, provide such additional information
as such Affected Lender may reasonably request in order for such Affected Lender to comply with the EU Retention Requirements which is
either in the possession of the Retention Holder or can be obtained at no material cost to the Retention Holder.
	 	 	 



4.             The Retention Holder hereby makes the following representations for the benefit of the Borrower, the Administrative Agent and each Affected
Lender:


 


		a.	the Retention Holder is a corporation, duly established and validly existing under the laws of Maryland,
and has full power and authority to own its assets proposed to be owned by it including the Retained Interest and to transact the business
in which it is presently engaged;
	 	 	 



		b.	the Retention Holder has full power and authority to execute and deliver this letter and to perform all
of its obligations required hereunder and has taken all necessary action to authorize this letter on the terms and conditions hereof and
the execution, delivery and performance of this letter and the performance of all obligations imposed upon it hereunder;
	 	 	 



		c.	no consent of any other person, including, without limitation, investors in and creditors of the Retention
Holder, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration
with, any governmental authority, other than those that have been or shall be obtained in connection with this letter, is required by
the Retention Holder in connection with this letter or the execution, delivery, performance, validity or enforceability of this letter
or the obligations imposed upon it hereunder;
	 	 	 



		d.	this letter constitutes the legally valid and binding obligations of the Retention Holder enforceable
against the Retention Holder in accordance with its terms, subject, as to enforcement, to (i) the effect of bankruptcy, examination, insolvency
or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy,
examination, receivership, insolvency or similar event applicable to the Retention Holder and (ii) general equitable principles (whether
enforceability of such principles is considered in a proceeding at law or in equity); and
	 	 	 



		e.	the execution, delivery and performance of this letter will not violate any provision of any existing
law or regulation binding on the Retention Holder, or any order, judgment, award or decree of any court, arbitrator or governmental authority
binding on the Retention Holder, or the organizational documents of, or any securities issued by, the Retention Holder, the violation
of which would reasonably be expected to adversely affect in a material manner its ability to perform its obligations hereunder.



 






    Exh. G-4


    


    

 


5.             The
Retention Holder hereby confirms that it has reviewed the Loan Documents and has participated in the selection of the Collateral Loans,
if any, transferred to the Borrower prior to the Closing Date.


 


6.            The
Retention Holder hereby agrees and consents to, and acknowledges and agrees to be bound by, the provisions set forth in Section 12.20
of the Credit Agreement.


 


7.            This
letter shall not be assignable by the Retention Holder without the prior written consent of the Borrower, the Administrative Agent and
each Affected Lender. This letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed
by each of the Retention Holder, the Borrower, the Administrative Agent and each Affected Lender. This letter may be executed in any
number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery
of an executed counterpart of a signature page of this letter by facsimile or other electronic transmission shall be effective as delivery
of a manually executed counterpart hereof. This letter supersedes all prior understandings, whether written or oral, between us with
respect to the matters set forth herein.


 


8.            THIS
LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Each of the parties hereto and, by its
acceptance hereof, each addressee of this letter hereby irrevocably and unconditionally (a) submits, for itself and its property, to
the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City in the
Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this letter
or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law,
in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this letter or the transactions contemplated
hereby or thereby in any New York State court or in any such Federal court and (c) waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


9.             EACH
OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON
BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS LETTER.


 


[Remainder of page intentionally left blank]


 




    Exh. G-5


    


    

 


	 	 	Very Truly Yours,
	 	 	 
	 	 	OWL ROCK CAPITAL CORPORATION
	 	 	 
	 	 	 
	 	 	By:	          
	 	 	 	Name:
	 	 	 	Title:




 










	Acknowledged and agreed by:	 	 
	 	 	 
	ORCC FINANCING IV LLC, as Borrower	 	 
	 	 	 
	 	 	 
	By:	                   	 	 
	 	Name:	 	 
	 	Title:	 	 


 


 


	SOCIÉTÉ GÉNÉRALE,
as Administrative Agent	 	 
	 	 	 
	 	 	 
	By:	                    	 	 
	 	Name:	 	 
	 	Title:	 	 





 







    Exh. G-6


    


    








EXHIBIT H


 


[FORM OF RELATED CONTRACT DOCUMENT REQUEST]


 


[Delivery Date]


 


Cortland Capital Market Services LLC, as Document Custodian


225 W. Washington St., 9th Floor

Chicago, IL 60606

Attention: Doc Custody and Legal Department

Facsimile No.: 312-378-0751

Email: DocCustody@cortlandglobalalterdomus.com;
legal@cortlandglobalalterdomus.com


 


State Street Bank and Trust Company, as Collateral Agent

1776 Heritage Drive

North Quincy, Massachusetts 02171

Mail Stop: JAB0130


Attention: Structured Trust & Analytics

Facsimile No.: (617) 937-4358

Email: brian.peterson@statestreet.com


 


		Re:	Credit Agreement, dated as of August 2, 2019, among ORCC Financing IV LLC, as the
Borrower, the Lenders party thereto from time to time, Société Générale, as Administrative Agent, State Street
Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Cortland Capital Market Services LLC, as Document
Custodian (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)



 


Ladies and Gentlemen:


 


Pursuant to Article XV
of the Credit Agreement and in connection with the custody of the Related Contracts held by Cortland Capital Market Services LLC as the
Document Custodian, for the benefit of the Secured Parties, under the Credit Agreement, we request the release of the Related Contracts
(or such documents as specified below) for the Collateral Loans described below or in the attached Excel spreadsheet, for the reason indicated
below.5 In connection with such request, the Services Provider hereby confirms that no Event of Default has occurred and is
continuing [an Event of Default has occurred and is continuing and the Administrative Agent’s consent to the release of the documents
is specified below], [all amounts received in connection with any liquidation of the Collateral Loans described below or in the attached
Excel spreadsheet have been credited to the Collection Account] and the conditions to release have been met as specified in Section [____]
of the Credit Agreement. All capitalized terms used but not defined herein shall have the meaning provided in the Credit Agreement.


 





 






5 Please specify the Related Contracts
to be returned and recite reason for such return.


 






    Exh. H-1 


     


    

 


Obligor’s Name, Address & Zip Code:


 


Collateral Loan Number:


 


Collateral Loan File:


 


Reason for Requested Documents (check one)


 


____ 1.     Pledged Collateral Paid in Full.


 


____ 2.     Pledged Asset Being Sold in Whole (and
Not in Part).


 


____ 3.     Other (explain)


____________________________________________


 


____________________________________________


 


____________________________________________


 


If box 1 or 2 above is checked,
and if all or part of the Related Contracts were previously released to us, please release to us the Related Contracts, requested in our
previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Collateral
Loan.


 


Delivery Instructions – Address
Needed:


____________________________________________


____________________________________________


____________________________________________


____________________________________________


 


[Remainder intentionally left blank]


 






    Exh. H-2 


     


    

 


IN WITNESS WHEREOF, this Related
Contract Document Request has been executed as of the date first written above:


 


		OWL ROCK CAPITAL CORPORATION, as the Services Provider
	 	 	 
	 	By	                          
	 	 	Name:
	 	 	Title:
	 	 	Date:



 


[Each of the Administrative Agent and Borrower
hereby acknowledge that it has read this Related Contract Document Request and consents to the terms hereof


 


	ADMINISTRATIVE AGENT:	 
	 	 	 
	SOCIÉTÉ GÉNÉRALE	 
	 	 	 
	By:	                              	 
	Name:	 
	Title:	 
	Date:	 



 


	BORROWER:	 
	 	 	 
	ORCC FINANCING IV LLC	 
	 	 	 
	By:	                              	 
	Name:	 
	Title:	 
	Date:]6	 



 





 






6 To be signed if reason for return of Related Contract is that it was delivered
to the Document Custodian in error or released from Lien of the Collateral Agent


 






    Exh. H-3 


     


    

 


[The
Administrative Agent hereby acknowledges that it has read this Related Contract Document Request and consents to the terms hereof. 


 





	ADMINISTRATIVE AGENT:	 
	 	 	 
	SOCIÉTÉ GÉNÉRALE	 
	 	 	 
	By:	                              	 
	Name:	 
	Title:	 
	Date:]7	 


 








 



 


7 To be signed if request delivered and an Event of Default
has occurred and is continuing.


 






    Exh. H-4 


     


    

 


EXHIBIT I-1


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE



(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of August 2, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among ORCC Financing IV LLC, as the Borrower, the Lender party thereto from time to time, Société
Générale, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and
Custodian and Cortland Capital Market Services LLC, as Document Custodian.


 


Pursuant to the provisions of
Section 11.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the
Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this
certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so
inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in
either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date: ________ __, 20[ ]	 



 






    Exh. I-1-1 


     


    












 


EXHIBIT I-2


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of August 2, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among ORCC Financing IV LLC, as the Borrower, the Lenders party thereto from time to time, Société
Générale, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and
Custodian and Cortland Capital Market Services LLC, as Document Custodian.


 


Pursuant to the provisions of
Section 11.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the
participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section
881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate,
the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such
Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date: ________ __, 20[ ]	 


 






    Exh. I-2-1 


     


    

 


EXHIBIT I-3


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of August 2, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among ORCC Financing IV LLC, as the Borrower, the Lenders party thereto from time to time, Société
Générale, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and
Custodian and Cortland Capital Market Services LLC, as Document Custodian.


 


Pursuant to the provisions of
Section 11.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a
 “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder”
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled
foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN
or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.
By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned
shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


 


	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date: ________ __, 20[ ]	 





 






    Exh. I-3-1 


     


    

 




EXHIBIT I-4


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of August 2, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among ORCC Financing IV LLC, as the Borrower, the Lenders party thereto from time to time, Société
Générale, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and
Custodian and Cortland Capital Market Services LLC, as Document Custodian.


 


Pursuant to the provisions of
Section 11.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of
credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members
is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within
the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder”
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled
foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN
or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.
By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned
shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent
with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date: ________ __, 20[ ]	 


 






    Exh. I-4-1 


     


    

 




EXHIBIT J


 


DOCUMENT CHECKLIST


 


Collateral Loan: ______________


 


Obligor Name:_____________________


 


Date:_______________________


 


	Description of Related Contract	Original or Copy
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


The undersigned certifies that the above Related
Contracts have been delivered to Cortland Capital Market Services LLC, as Document Custodian , on the date referenced above.


 


	[ORCC Financing IV LLC] [Owl Rock Capital Corporation]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 






    Exh. J-1 


     


    

 


EXHIBIT K


 


AUTHORIZED REPRESENTATIVES OF SERVICES PROVIDER



 


	
    Name
	
    Specimen Signature

	 	 
	 	
	 	
	 	


 


 






    Exh. K-1