ISDA®


International Swaps and Derivatives Association,
Inc.


 


2002 MASTER
AGREEMENT


 


dated as of December 17,
2012


 


CITIBANK, N.A.
and FLATIRON FUNDING, LLC


 


have entered and/or anticipate entering
into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which
includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”)
exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002
Master Agreement and the Schedule are together referred to as this “Master Agreement”.


 


Accordingly, the parties agree as follows:—


 


1.            Interpretation


 


(a)          Definitions. The
terms defined in Section 14 and elsewhere in this Master Agreement will have the meanings therein specified for the purpose
of this Master Agreement.


 


(b)          Inconsistency. In
the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the
Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master
Agreement, such Confirmation will prevail for the purpose of the relevant Transaction.


 


(c)          Single
Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all
Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the
parties would not otherwise enter into any Transactions.


 


2.            Obligations


 


(a)          General
Conditions.


 


(i)          Each
party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this
Agreement.


 


(ii)         Payments
under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant
Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in
the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt
on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or
elsewhere in this Agreement.


 





Copyright © 2002 by International Swaps
and Derivatives Association, Inc.







 



    	 



    	 



    

 


(iii)        Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential
Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination
Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other condition specified
in this Agreement to be a condition precedent for the purpose of this Section 2(a)(iii).


 


(b)          Change
of Account. Either party may change its account for receiving a payment or delivery by giving notice to the
other party at least five Local Business Days prior to the Scheduled Settlement Date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable objection to such change.


 


(c)          Netting
of Payments. If on any date amounts would otherwise be payable:—


 


(i)          in
the same currency; and


 


(ii)         in
respect of the same Transaction,


 


by each party to the other, then, on such
date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been
payable by the other party, replaced by an obligation upon the party by which the larger aggregate amount would have been payable
to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.


 


The parties may elect in respect of two
or more Transactions that a net amount and payment obligation will be determined in respect of all amounts payable on the same
date in the same currency in respect of those Transactions, regardless of whether such amounts are payable in respect of the same
Transaction. The election may be made in the Schedule or any Confirmation by specifying that “Multiple Transaction Payment
Netting” applies to the Transactions identified as being subject to the election (in which case clause (ii) above will not
apply to such Transactions). If Multiple Transaction Payment Netting is applicable to Transactions, it will apply to those Transactions
with effect from the starting date specified in the Schedule or such Confirmation, or, if a starting date is not specified in the
Schedule or such Confirmation, the starting date otherwise agreed by the parties in writing. This election may be made separately
for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive
payments or deliveries.


 


(d)          Deduction
or Withholding for Tax.


 


(i)          Gross-Up.
All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless
such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue
authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—


 


(1)         promptly
notify the other party (“Y”) of such requirement;


 


(2)         pay
to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted
or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such
deduction or withholding is required or receiving notice that such amount has been assessed against Y;


 


(3)         promptly
forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment
to such authorities; and 


 


(4)         if
such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such
additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes,
whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required.
However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—


 



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(A)         the
failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or


 


(B)         the
failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred
but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered
into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax
Law.


 


(ii)         Liability.
If:—


 


(1)         X
is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction
or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);


 


(2)         X
does not so deduct or withhold; and


 


(3)         a
liability resulting from such Tax is assessed directly against X,


 


then, except to the extent Y
has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including
any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform
any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).


 


3.          Representations


 


Each party makes the representations contained
in Sections 3(a), 3(b), 3(c), 3(d), 3(e) and 3(f) and, if specified in the Schedule as applying, 3(g) to the other party (which
representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case
of the representations in Section 3(f), at all times until the termination of this Agreement). If any “Additional Representation”
is specified in the Schedule or any Confirmation as applying, the party or parties specified for such Additional Representation
will make and, if applicable, be deemed to repeat such Additional Representation at the time or times specified for such Additional
Representation.


 


(a)          Basic
Representations.


 


(i)          Status.
It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant
under such laws, in good standing;


 


(ii)         Powers.
It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party,
to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver
and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is
a party and has taken all necessary action to authorise such execution, delivery and performance;


 


(iii)        No
Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it,
any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it
or any of its assets or any contractual restriction binding on or affecting it or any of its assets;


 


(iv)        Consents.
All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such
consents have been complied with; and


 



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(v)         Obligations
Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute
its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy,
reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability,
to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).


 


(b)          Absence
of Certain Events. No Event of Default or Potential
Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or
circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support
Document to which it is a party.


 


(c)          Absence
of Litigation. There is not pending or, to its
knowledge, threatened against it, any of its Credit Support Providers or any of its applicable Specified Entities any action,
suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator
that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.


 


(d)          Accuracy
of Specified Information. All applicable information that is furnished in writing
by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material respect.


 


(e)          Payer
Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section
3(e) is accurate and true.


 


(f)          Payee
Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this
Section 3(f) is accurate and true.


 


(g)          No
Agency. It is entering into this Agreement, including each Transaction, as principal and not as agent of any
person or entity.


 


4.          Agreements


 


Each party agrees with the other that,
so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is
a party:—


 


(a)          Furnish
Specified Information. It will deliver to the other party or, in certain cases under clause (iii) below, to such
government or taxing authority as the other party reasonably directs:—


 


(i)          any
forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;


 


(ii)         any
other documents specified in the Schedule or any Confirmation; and 


 


(iii)        upon
reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to
allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support
Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced
rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or
commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a
manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,


 


in each case by the date
specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. 



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(b)          Maintain
Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any
governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support
Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the
future.


 


(c)          Comply
With Laws. It will comply in all material respects with all applicable laws and orders to which it may be
subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any
Credit Support Document to which it is a party.


 


(d)          Tax
Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate
and true promptly upon learning of such failure.


 


(e)          Payment
of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its
execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled
or considered to have its seat, or where an Office through which it is acting for the purpose of this Agreement is located
(“Stamp Tax Jurisdiction”), and will indemnify the other party against any Stamp Tax levied or imposed upon the
other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.


 


5.          Events
of Default and Termination Events


 


(a)          Events
of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider
of such party or any Specified Entity of such party of any of the following events constitutes (subject to Sections 5(c) and
6(e)(iv)) an event of default (an “Event of Default”) with respect to such party:


 


(i)          Failure
to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i)
or 9(h)(i)(2) or (4) required to be made by it if such failure is not remedied on or before the first Local Business Day in the
case of any such payment or the first Local Delivery Day in the case of any such delivery after, in each case, notice of such failure
is given to the party;


 


(ii)         Breach
of Agreement; Repudiation of Agreement.


 


(1)         Failure
by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement
or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) or to give notice of a Termination Event or any agreement or obligation
under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such
failure is not remedied within 30 days after notice of such failure is given to the party; or


 


(2)         the
party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, this Master
Agreement, any Confirmation executed and delivered by that party or any Transaction evidenced by such a Confirmation (or such
action is taken by any person or entity appointed or empowered to operate it or act on its behalf);


 


(iii)        Credit
Support Default.


 


(1)         Failure
by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied
with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace
period has elapsed;


 



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(2)         the
expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document, or any security
interest granted by such party or such Credit Support Provider to the other party pursuant to any such Credit Support Document,
to be in full force and effect for the purpose of this Agreement (in each case other than in accordance with its terms) prior to
the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without
the written consent of the other party; or


 


(3)         the
party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity
of, such Credit Support Document (or such action is taken by any person or entity appointed or empowered to operate it or act on
its behalf);


 


(iv)        Misrepresentation.
A representation (other than a representation under Section 3(e) or 3(f)) made or repeated or deemed to have been made or repeated
by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been
incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;


 


(v)         Default
Under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of
such party:—


 


(1)         defaults
(other than by failing to make a delivery) under a Specified Transaction or any credit support arrangement relating to a Specified
Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation
of, an acceleration of obligations under, or an early termination of, that Specified Transaction;


 


(2)         defaults,
after giving effect to any applicable notice requirement or grace period, in making any payment due on the last payment or exchange
date of, or any payment on early termination of, a Specified Transaction (or, if there is no applicable notice requirement or grace
period, such default continues for at least one Local Business Day);


 


(3)         defaults
in making any delivery due under (including any delivery due on the last delivery or exchange date of) a Specified Transaction
or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement
or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, all
transactions outstanding under the documentation applicable to that Specified Transaction; or


 


(4)         disaffirms,
disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, a Specified Transaction or any credit support
arrangement relating to a Specified Transaction that is, in either case, confirmed or evidenced by a document or other confirming
evidence executed and delivered by that party, Credit Support Provider or Specified Entity (or such action is taken by any person
or entity appointed or empowered to operate it or act on its behalf);


 


(vi)        Cross-Default.
If “Cross-Default” is specified in the Schedule as applying to the party, the occurrence or existence of:—


 


(1)         a
default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support
Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to
Specified Indebtedness of any of them (individually or collectively) where the aggregate principal amount of such agreements or
instruments, either alone or together with the amount, if any, referred to in clause (2) below, is not less than the applicable
Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable
at such time of being declared, due and payable under such agreements or instruments before it would otherwise have been due and
payable; or


 



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(2)         a
default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more
payments under such agreements or instruments on the due date for payment (after giving effect to any applicable notice requirement
or grace period) in an aggregate amount, either alone or together with the amount, if any, referred to in clause (1) above, of
not less than the applicable Threshold Amount;


 


(vii)       Bankruptcy.
The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—


 


(1) is dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally
to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its
creditors; (4)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency,
rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction
of its head or home office, a 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, or a petition is presented for its winding-up or liquidation
by it or such regulator, supervisor or similar official, or (B) has instituted against it a 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,
or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person
or entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an
order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained
in each case within 15 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the
appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for
it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or
has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially
all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained,
in each case within 15 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws
of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) above (inclusive); or (9) takes
any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or


 


(viii)      Merger
Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges
with or into, or transfers all or substantially all its assets to, or reorganises, reincorporates or reconstitutes into or as,
another entity and, at the time of such consolidation, amalgamation, merger, transfer, reorganisation, reincorporation or reconstitution:—


 


(1)         the
resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under
this Agreement or any Credit Support Document to which it or its predecessor was a party; or


 


(2)         the
benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting,
surviving or transferee entity of its obligations under this Agreement.


 



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(b)          Termination
Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of
such party or any Specified Entity of such party of any event specified below constitutes (subject to Section 5(c)) an
Illegality if the event is specified in clause (i) below, a Force Majeure Event if the event is specified in clause (ii)
below, a Tax Event if the event is specified in clause (iii) below, a Tax Event Upon Merger if the event is specified in
clause (iv) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to
clause (v) below or an Additional Termination Event if the event is specified pursuant to clause (vi) below:—


 


(i)          Illegality.
After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation
or elsewhere in this Agreement, due to an event or circumstance (other than any action taken by a party or, if applicable, any
Credit Support Provider of such party) occurring after a Transaction is entered into, it becomes unlawful under any applicable
law (including without limitation the laws of any country in which payment, delivery or compliance is required by either party
or any Credit Support Provider, as the case may be), on any day, or it would be unlawful if the relevant payment, delivery or compliance
were required on that day (in each case, other than as a result of a breach by the party of Section 4(b)):—


 


(1)         for
the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to
such Transaction to perform any absolute or contingent obligation to make a payment or delivery in respect of such Transaction,
to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement
relating to such Transaction; or


 


(2)         for
such party or any Credit Support Provider of such party (which will be the Affected Party) to perform any absolute or contingent
obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating
to such Transaction, to receive a payment or delivery under such Credit Support Document or to comply with any other material provision
of such Credit Support Document;


 


(ii)         Force
Majeure Event. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant
to, the relevant Confirmation or elsewhere in this Agreement, by reason of force majeure or act of state occurring after a Transaction
is entered into, on any day:—


 


(1)         the
Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such
Transaction is prevented from performing any absolute or contingent obligation to make a payment or delivery in respect of such
Transaction, from receiving a payment or delivery in respect of such Transaction or from complying with any other material provision
of this Agreement relating to such Transaction (or would be so prevented if such payment, delivery or compliance were required
on that day), or it becomes impossible or impracticable for such Office so to perform, receive or comply (or it would be impossible
or impracticable for such Office so to perform, receive or comply if such payment, delivery or compliance were required on that
day); or


 


(2)         such
party or any Credit Support Provider of such party (which will be the Affected Party) is prevented from performing any absolute
or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support
Document relating to such Transaction, from receiving a payment or delivery under such Credit Support Document or from complying
with any other material provision of such Credit Support Document (or would be so prevented if such payment, delivery or compliance
were required on that day), or it becomes impossible or impracticable for such party or Credit Support Provider so to perform,
receive or comply (or it would be impossible or impracticable for such party or Credit Support Provider so to perform, receive
or comply if such payment, delivery or compliance were required on that day),


 


so long as the force majeure or act of state is beyond
the control of such Office, such party or such Credit Support Provider, as appropriate, and such Office, party or Credit Support
Provider could not, after using all reasonable efforts (which will not require such party or Credit Support Provider to incur a
loss, other than immaterial, incidental expenses), overcome such prevention, impossibility or impracticability;



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(iii)        Tax
Event.  Due to (1) any action taken by a taxing authority, or brought in a court of competent jurisdiction,
after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement)
or (2) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will,
on the next succeeding Scheduled Settlement Date (A) be required to pay to the other party an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) or (B) receive a payment from which
an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 9(h))
and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section
2(d)(i)(4)(A) or (B));


 


(iv)        Tax
Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Settlement Date will either
(1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest
under Section 9(h)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in
respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or
(B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or
substantially all its assets (or any substantial part of the assets comprising the business conducted by it as of the date of this
Master Agreement) to, or reorganising, reincorporating or reconstituting into or as, another entity (which will be the Affected
Party) where such action does not constitute a Merger Without Assumption;


 


(v)         Credit
Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, a Designated
Event (as defined below) occurs with respect to such party, any Credit Support Provider of such party or any applicable Specified
Entity of such party (in each case, “X”) and such Designated Event does not constitute a Merger Without Assumption,
and the creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X, after taking into account
any applicable Credit Support Document, is materially weaker immediately after the occurrence of such Designated Event than that
of X immediately prior to the occurrence of such Designated Event (and, in any such event, such party or its successor, surviving
or transferee entity, as appropriate, will be the Affected Party). A “Designated Event” with respect to X means that:—


 


(1)         X
consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets (or any substantial
part of the assets comprising the business conducted by X as of the date of this Master Agreement) to, or reorganises, reincorporates
or reconstitutes into or as, another entity;


 


(2)         any
person, related group of persons or entity acquires directly or indirectly the beneficial ownership of (A) equity securities having
the power to elect a majority of the board of directors (or its equivalent) of X or (B) any other ownership interest enabling it
to exercise control of X; or


 


(3)         X
effects any substantial change in its capital structure by means of the issuance, incurrence or guarantee of debt or the issuance
of (A) preferred stock or other securities convertible into or exchangeable for debt or preferred stock or (B) in the case of entities
other than corporations, any other form of ownership interest; or


 


(vi)        Additional
Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as
applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties will be as specified for such
Additional Termination Event in the Schedule or such Confirmation).


 



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(c)          Hierarchy
of Events.


 


(i)          An
event or circumstance that constitutes or gives rise to an Illegality or a Force Majeure Event will not, for so long as that is
the case, also constitute or give rise to an Event of Default under Section 5(a)(i), 5(a)(ii)(1) or 5(a)(iii)(1) insofar as such
event or circumstance relates to the failure to make any payment or delivery or a failure to comply with any other material provision
of this Agreement or a Credit Support Document, as the case may be.


 


(ii)         Except
in circumstances contemplated by clause (i) above, if an event or circumstance which would otherwise constitute or give rise to
an Illegality or a Force Majeure Event also constitutes an Event of Default or any other Termination Event, it will be treated
as an Event of Default or such other Termination Event, as the case may be, and will not constitute or give rise to an Illegality
or a Force Majeure Event.


 


(iii)        If
an event or circumstance which would otherwise constitute or give rise to a Force Majeure Event also constitutes an Illegality,
it will be treated as an Illegality, except as described in clause (ii) above, and not a Force Majeure Event.


 


(d)          Deferral
of Payments and Deliveries During Waiting Period. If an Illegality or a Force Majeure Event has occurred and is continuing
with respect to a Transaction, each payment or delivery which would otherwise be required to be made under that Transaction will
be deferred to, and will not be due until:—


 


(i)          the
first Local Business Day or, in the case of a delivery, the first Local Delivery Day (or the first day that would have been a Local
Business Day or Local Delivery Day, as appropriate, but for the occurrence of the event or circumstance constituting or giving
rise to that Illegality or Force Majeure Event) following the end of any applicable Waiting Period in respect of that Illegality
or Force Majeure Event, as the case may be; or


 


(ii)         if
earlier, the date on which the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event ceases
to exist or, if such date is not a Local Business Day or, in the case of a delivery, a Local Delivery Day, the first following
day that is a Local Business Day or Local Delivery Day, as appropriate.


 


(e)          Inability
of Head or Home Office to Perform Obligations of Branch. If (i) an Illegality or a Force Majeure Event occurs
under Section 5(b)(i)(1) or 5(b)(ii)(1) and the relevant Office is not the Affected Party’s head or home office, (ii)
Section 10(a) applies, (iii) the other party seeks performance of the relevant obligation or compliance with the relevant
provision by the Affected Party’s head or home office and (iv) the Affected Party’s head or home office fails so
to perform or comply due to the occurrence of an event or circumstance which would, if that head or home office were the
Office through which the Affected Party makes and receives payments and deliveries with respect to the relevant Transaction,
constitute or give rise to an Illegality or a Force Majeure Event, and such failure would otherwise constitute an Event of
Default under Section 5(a)(i) or 5(a)(iii)(1) with respect to such party, then, for so long as the relevant event or
circumstance continues to exist with respect to both the Office referred to in Section 5(b)(i)(1) or 5(b)(ii)(1), as the case
may be, and the Affected Party’s head or home office, such failure will not constitute an Event of Default under
Section 5(a)(i) or 5(a)(iii)(1).


 


6.          Early
Termination; Close-Out Netting


 


(a)        Right
to Terminate Following Event of Default. If at any time an Event of Default with respect to
a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”)
may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier
than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic
Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified
in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party
of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).


 



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(b)          Right
to Terminate Following Termination Event.


 


(i)          Notice.
If a Termination Event other than a Force Majeure Event occurs, an Affected Party will, promptly upon becoming aware of it,
notify the other party, specifying the nature of that Termination Event and each Affected Transaction, and will also give the other
party such other information about that Termination Event as the other party may reasonably require. If a Force Majeure Event occurs,
each party will, promptly upon becoming aware of it, use all reasonable efforts to notify the other party, specifying the nature
of that Force Majeure Event, and will also give the other party such other information about that Force Majeure Event as the other
party may reasonably require.


 


(ii)         Transfer
to Avoid Termination Event. If a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs
and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination
Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, other than immaterial,
incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under
this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases
to exist.


 


If the Affected Party is not
able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other
party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).


 


Any such transfer by a party
under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent
will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with
the transferee on the terms proposed.


 


(iii)        Two
Affected Parties. If a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts
to reach agreement within 30 days after notice of such occurrence is given under Section 6(b)(i) to avoid that Termination Event.


 


(iv)        Right
to Terminate.


 


(1)          If:—


 


(A)         a
transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect
to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or


 


(B)         a
Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party
is not the Affected Party,


 


the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax
Event or an Additional Termination Event if there are two Affected Parties, or the Non-affected Party in the case of a Credit
Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, if the relevant Termination
Event is then continuing, by not more than 20 days notice to the other party, designate a day not earlier than the day such
notice is effective as an Early Termination Date in respect of all Affected Transactions.


 


(2)         If
at any time an Illegality or a Force Majeure Event has occurred and is then continuing and any applicable Waiting Period has expired:—


 



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(A)         Subject
to clause (B) below, either party may, by not more than 20 days notice to the other party, designate (I) a day not earlier than
the day on which such notice becomes effective as an Early Termination Date in respect of all Affected Transactions or (II) by
specifying in that notice the Affected Transactions in respect of which it is designating the relevant day as an Early Termination
Date, a day not earlier than two Local Business Days following the day on which such notice becomes effective as an Early Termination
Date in respect of less than all Affected Transactions. Upon receipt of a notice designating an Early Termination Date in respect
of less than all Affected Transactions, the other party may, by notice to the designating party, if such notice is effective on
or before the day so designated, designate that same day as an Early Termination Date in respect of any or all other Affected Transactions.


 


(B)         An
Affected Party (if the Illegality or Force Majeure Event relates to performance by such party or any Credit Support Provider of
such party of an obligation to make any payment or delivery under, or to compliance with any other material provision of, the relevant
Credit Support Document) will only have the right to designate an Early Termination Date under Section 6(b)(iv)(2)(A) as a result
of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2) following the prior designation by
the other party of an Early Termination Date, pursuant to Section 6(b)(iv)(2)(A), in respect of less than all Affected Transactions.


 


(c)          Effect
of Designation.


 


(i)          If
notice designating an Early Termination Date is given under Section 6(a) or 6(b), the Early Termination Date will occur on the
date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.


 


(ii)         Upon
the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or
9(h)(i) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of
this Agreement. The amount, if any, payable in respect of an Early Termination Date will be determined pursuant to Sections 6(e)
and 9(h)(ii).


 


(d)          Calculations;
Payment Date.


 


(i)          Statement.
On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the
calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in
reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making
such calculations), specifying (except where there are two Affected Parties) any Early Termination Amount payable and giving details
of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source
of a quotation or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or
market data will be conclusive evidence of the existence and accuracy of such quotation or market data.


 


(ii)         Payment
Date. An Early Termination Amount due in respect of any Early Termination Date will, together with any amount of interest
payable pursuant to Section 9(h)(ii)(2), be payable (1) on the day on which notice of the amount payable is effective in the case
of an Early Termination Date which is designated or occurs as a result of an Event of Default and (2) on the day which is two Local
Business Days after the day on which notice of the amount payable is effective (or, if there are two Affected Parties, after the
day on which the statement provided pursuant to clause (i) above by the second party to provide such a statement is effective)
in the case of an Early Termination Date which is designated as a result of a Termination Event.


 



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(e)          Payments
on Early Termination. If an Early Termination Date occurs, the amount, if any, payable in respect
of that Early Termination Date (the “Early Termination Amount”) will be determined pursuant to this Section 6(e) and
will be subject to Section 6(f).


 


(i)          Events
of Default. If the Early Termination Date results from an Event of Default, the Early Termination Amount will be an amount
equal to (1) the sum of (A) the Termination Currency Equivalent of the Close-out Amount or Close-out Amounts (whether positive
or negative) determined by the Non-defaulting Party for each Terminated Transaction or group of Terminated Transactions, as the
case may be, and (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (2) the Termination
Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If the Early Termination Amount is a positive number,
the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the
absolute value of the Early Termination Amount to the Defaulting Party.


 


(ii)         Termination
Events. If the Early Termination Date results from a Termination Event:—


 


(1)         One
Affected Party. Subject to clause (3) below, if there is one Affected Party, the Early Termination Amount will be determined
in accordance with Section 6(e)(i), except that references to the Defaulting Party and to the Non-defaulting Party will be deemed
to be references to the Affected Party and to the Non-affected Party, respectively.


 


(2)         Two
Affected Parties. Subject to clause (3) below, if there are two Affected Parties, each party will determine an amount equal
to the Termination Currency Equivalent of the sum of the Close-out Amount or Close-out Amounts (whether positive or negative) for
each Terminated Transaction or group of Terminated Transactions, as the case may be, and the Early Termination Amount will be an
amount equal to (A) the sum of (I) one-half of the difference between the higher amount so determined (by party “X”)
and the lower amount so determined (by party “Y”) and (II) the Termination Currency Equivalent of the Unpaid Amounts
owing to X less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to Y. If the Early Termination Amount is a
positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of the Early Termination Amount
to Y.


 


(3)         Mid-Market
Events. If that Termination Event is an Illegality or a Force Majeure Event, then the Early Termination Amount will be determined
in accordance with clause (1) or (2) above, as appropriate, except that, for the purpose of determining a Close-out Amount or Close-out
Amounts, the Determining Party will:—


 


(A)         if
obtaining quotations from one or more third parties (or from any of the Determining Party’s Affiliates), ask each third party
or Affiliate (I) not to take account of the current creditworthiness of the Determining Party or any existing Credit Support
Document and (II) to provide mid-market quotations; and


 


(B)         in
any other case, use mid-market values without regard to the creditworthiness of the Determining Party.


 


(iii)        Adjustment
for Bankruptcy. In circumstances where an Early Termination Date occurs because Automatic Early Termination applies
in respect of a party, the Early Termination Amount will be subject to such adjustments as are appropriate and permitted by applicable
law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party)
during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).


 



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(iv)        Adjustment
for Illegality or Force Majeure Event. The failure by a party or any Credit Support Provider of such party to pay, when
due, any Early Termination Amount will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) if such
failure is due to the occurrence of an event or circumstance which would, if it occurred with respect to payment, delivery
or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event. Such amount will (1)
accrue interest and otherwise be treated as an Unpaid Amount owing to the other party if subsequently an Early Termination
Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding
Transactions are Affected Transactions and (2) otherwise accrue interest in accordance with Section 9(h)(ii)(2).


 


(v)         Pre-Estimate.
The parties agree that an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty.
Such amount is payable for the loss of bargain and the loss of protection against future risks, and, except as otherwise provided
in this Agreement, neither party will be entitled to recover any additional damages as a consequence of the termination of the
Terminated Transactions.


 


(f)          Set-Off. Any
Early Termination Amount payable to one party (the “Payee”) by the other party (the “Payer”), in
circumstances where there is a Defaulting Party or where there is one Affected Party in the case where either a Credit
Event Upon Merger has occurred or any other Termination Event in respect of which all outstanding Transactions are Affected
Transactions has occurred, will, at the option of the Non-defaulting Party or the Non-affected Party, as the case may be
(“X”) (and without prior notice to the Defaulting Party or the Affected Party, as the case may be), be reduced by
its set-off against any other amounts (“Other Amounts”) payable by the Payee to the Payer (whether or not arising
under this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the
obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all
respects. X will give notice to the other party of any set-off effected under this Section 6(f).


 


For this purpose, either the Early Termination
Amount or the Other Amounts (or the relevant portion of such amounts) may be converted by X into the currency in which the other
is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures,
to purchase the relevant amount of such currency.


 


If an obligation is unascertained, X may
in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the
other when the obligation is ascertained.


 


Nothing in this Section 6(f) will be effective
to create a charge or other security interest. This Section 6(f) will be without prejudice and in addition to any right of set-off,
offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which any party is
at any time otherwise entitled or subject (whether by operation of law, contract or otherwise).


 


7.          Transfer


 


Subject to Section 6(b)(ii) and to the
extent permitted by applicable law, neither this Agreement nor any interest or obligation in or under this Agreement may be transferred
(whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—


 


		(a)	a party may make such a
transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially
all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and



 


		(b)	a party may make such a
transfer of all or any part of its interest in any Early Termination Amount payable to it by a Defaulting Party, together with
any amounts payable on or with respect to that interest and any other rights associated with that interest pursuant to Sections
8, 9(h) and 11.



 


Any purported transfer that is not in compliance
with this Section 7 will be void.


 



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8.            Contractual
Currency


 


(a)          Payment
in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency
specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender
in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party
to which payment is owed, acting in good faith and using commercially reasonable procedures in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement.
If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable
in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately
pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason
the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement,
the party receiving the payment will refund promptly the amount of such excess.


 


(b)          Judgments.
To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual
Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount
relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for
the payment of any amount described in clause (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate
amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other
party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence
of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of
exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purpose of such judgment
or order and the rate of exchange at which such party is able, acting in good faith and using commercially reasonable procedures
in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the
currency of the judgment or order actually received by such party.


 


(c)          Separate
Indemnities. To the extent permitted by applicable law, the indemnities in this Section 8
constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate
and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed
and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this
Agreement.


 


(d)          Evidence
of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that
it would have suffered a loss had an actual exchange or purchase been made.


 


9.            Miscellaneous


 


(a)          Entire
Agreement. This Agreement constitutes the entire agreement and understanding of the parties with
respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any
oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives
all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will
limit or exclude any liability of a party for fraud.


 


(b)          Amendments.
An amendment, modification or waiver in respect of this Agreement will only be effective if in writing (including a writing
evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or by an exchange
of electronic messages on an electronic messaging system.


 


(c)          Survival
of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the
parties under this Agreement will survive the termination of any Transaction.


 



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(d)          Remedies
Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided
in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.


 


(e)          Counterparts
and Confirmations.


 


(i)          This
Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including
by facsimile transmission and by electronic messaging system), each of which will be deemed an original.


 


(ii)         The
parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether
orally or otherwise). A Confirmation will be entered into as soon as practicable and may be executed and delivered in counterparts
(including by facsimile transmission) or be created by an exchange of telexes, by an exchange of electronic messages on an electronic
messaging system or by an exchange of e-mails, which in each case will be sufficient for all purposes to evidence a binding supplement
to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex, electronic
message or e-mail constitutes a Confirmation.


 


(f)          No
Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect
of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege
will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any
other right, power or privilege.


 


(g)          Headings.
The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or
to be taken into consideration in interpreting this Agreement.


 


(h)          Interest
and Compensation.


 


(i)          Prior
to Early Termination. Prior to the occurrence or effective designation of an Early Termination Date
in respect of the relevant Transaction:—


 


(1)         Interest
on Defaulted Payments. If a party defaults in the performance of any payment obligation, it will, to the extent permitted by
applicable law and subject to Section 6(c), pay interest (before as well as after judgment) on the overdue amount to the other
party on demand in the same currency as the overdue amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment (and excluding any period in respect of which interest or compensation in respect
of the overdue amount is due pursuant to clause (3)(B) or (C) below), at the Default Rate.


 


(2)         Compensation
for Defaulted Deliveries. If a party defaults in the performance of any obligation required to be settled by delivery, it will
on demand (A) compensate the other party to the extent provided for in the relevant Confirmation or elsewhere in this Agreement
and (B) unless otherwise provided in the relevant Confirmation or elsewhere in this Agreement, to the extent permitted by applicable
law and subject to Section 6(c), pay to the other party interest (before as well as after judgment) on an amount equal to the fair
market value of that which was required to be delivered in the same currency as that amount, for the period from (and including)
the originally scheduled date for delivery to (but excluding) the date of actual delivery (and excluding any period in respect
of which interest or compensation in respect of that amount is due pursuant to clause (4) below), at the Default Rate. The fair
market value of any obligation referred to above will be determined as of the originally scheduled date for delivery, in good faith
and using commercially reasonable procedures, by the party that was entitled to take delivery.


 


(3)         Interest
on Deferred Payments. If:—


 



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(A)         a
party does not pay any amount that, but for Section 2(a)(iii), would have been payable, it will, to the extent permitted by applicable
law and subject to Section 6(c) and clauses (B) and (C) below, pay interest (before as well as after judgment) on that amount to
the other party on demand (after such amount becomes payable) in the same currency as that amount, for the period from (and including)
the date the amount would, but for Section 2(a)(iii), have been payable to (but excluding) the date the amount actually becomes
payable, at the Applicable Deferral Rate;


 


(B)         a
payment is deferred pursuant to Section 5(d), the party which would otherwise have been required to make that payment will, to
the extent permitted by applicable law, subject to Section 6(c) and for so long as no Event of Default or Potential Event of Default
with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the amount of the
deferred payment to the other party on demand (after such amount becomes payable) in the same currency as the deferred payment,
for the period from (and including) the date the amount would, but for Section 5(d), have been payable to (but excluding) the earlier
of the date the payment is no longer deferred pursuant to Section 5(d) and the date during the deferral period upon which an Event
of Default or Potential Event of Default with respect to that party occurs, at the Applicable Deferral Rate; or


 


(C)         a
party fails to make any payment due to the occurrence of an Illegality or a Force Majeure Event (after giving effect to any deferral
period contemplated by clause (B) above), it will, to the extent permitted by applicable law, subject to Section 6(c) and for so
long as the event or circumstance giving rise to that Illegality or Force Majeure Event continues and no Event of Default or Potential
Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on
the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including)
the date the party fails to make the payment due to the occurrence of the relevant Illegality or Force Majeure Event (or, if later,
the date the payment is no longer deferred pursuant to Section 5(d)) to (but excluding) the earlier of the date the event or circumstance
giving rise to that Illegality or Force Majeure Event ceases to exist and the date during the period upon which an Event of Default
or Potential Event of Default with respect to that party occurs (and excluding any period in respect of which interest or compensation
in respect of the overdue amount is due pursuant to clause (B) above), at the Applicable Deferral Rate.


 


(4)         Compensation
for Deferred Deliveries. If:—


 


(A)         a
party does not perform any obligation that, but for Section 2(a)(iii), would have been required to be settled by delivery;


 


(B)         a
delivery is deferred pursuant to Section 5(d); or


 


(C)         a
party fails to make a delivery due to the occurrence of an Illegality or a Force Majeure Event at a time when any applicable Waiting
Period has expired,


 


the party required (or that would
otherwise have been required) to make the delivery will, to the extent permitted by applicable law and subject to Section 6(c),
compensate and pay interest to the other party on demand (after, in the case of clauses (A) and (B) above, such delivery is required)
if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.


 


(ii)         Early
Termination. Upon the occurrence or effective designation of an Early Termination Date in respect of a Transaction:—


 



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(1)         Unpaid
Amounts. For the purpose of determining an Unpaid Amount in respect of the relevant Transaction, and to the extent permitted
by applicable law, interest will accrue on the amount of any payment obligation or the amount equal to the fair market value of
any obligation required to be settled by delivery included in such determination in the same currency as that amount, for the period
from (and including) the date the relevant obligation was (or would have been but for Section 2(a)(iii) or 5(d)) required to have
been performed to (but excluding) the relevant Early Termination Date, at the Applicable Close-out Rate.


 


(2)         Interest
on Early Termination Amounts. If an Early Termination Amount is due in respect of such Early Termination Date, that amount
will, to the extent permitted by applicable law, be paid together with interest (before as well as after judgment) on that amount
in the Termination Currency, for the period from (and including) such Early Termination Date to (but excluding) the date the amount
is paid, at the Applicable Close-out Rate.


 


(iii)        Interest
Calculation. Any interest pursuant to this Section 9(h) will be calculated on the basis of daily compounding and the actual
number of days elapsed.


 


10.         Offices;
Multibranch Parties


 


(a)          If
Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than
its head or home office represents to and agrees with the other party that, notwithstanding the place of booking or its jurisdiction
of incorporation or organisation, its obligations are the same in terms of recourse against it as if it had entered into the Transaction
through its head or home office, except that a party will not have recourse to the head or home office of the other party in respect
of any payment or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This representation
and agreement will be deemed to be repeated by each party on each date on which the parties enter into a Transaction.


 


(b)          If
a party is specified as a Multibranch Party in the Schedule, such party may, subject to clause (c) below, enter into a Transaction
through, book a Transaction in and make and receive payments and deliveries with respect to a Transaction through any Office listed
in respect of that party in the Schedule (but not any other Office unless otherwise agreed by the parties in writing).


 


(c)          The
Office through which a party enters into a Transaction will be the Office specified for that party in the relevant Confirmation
or as otherwise agreed by the parties in writing, and, if an Office for that party is not specified in the Confirmation or otherwise
agreed by the parties in writing, its head or home office. Unless the parties otherwise agree in writing, the Office through which
a party enters into a Transaction will also be the Office in which it books the Transaction and the Office through which it makes
and receives payments and deliveries with respect to the Transaction. Subject to Section 6(b)(ii), neither party may change the
Office in which it books the Transaction or the Office through which it makes and receives payments or deliveries with respect
to a Transaction without the prior written consent of the other party.


 


11.         Expenses


 


A Defaulting Party will on demand indemnify
and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, execution fees and
Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit
Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including,
but not limited to, costs of collection.


 



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12.         Notices


 


(a)          Effectiveness.
Any notice or other communication in respect of this Agreement may be given in any manner described below (except that
a notice or other communication under Section 5 or 6 may not be given by electronic messaging system or e-mail) to the address
or number or in accordance with the electronic messaging system or e-mail details provided (see the Schedule) and will be deemed
effective as indicated:—


 


(i)          if
in writing and delivered in person or by courier, on the date it is delivered;


 


(ii)         if
sent by telex, on the date the recipient’s answerback is received;


 


(iii)        if
sent by facsimile transmission, on the date it is received by a responsible employee of the recipient in legible form (it being
agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s
facsimile machine);


 


(iv)        if
sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered
or its delivery is attempted;


 


(v)         if
sent by electronic messaging system, on the date it is received; or 


 


(vi)        if
sent by e-mail, on the date it is delivered,


 


unless the date of that delivery (or attempted delivery) or that receipt, as applicable,
is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business
on a Local Business Day, in which case that communication will be deemed given and effective on the first following day that is
a Local Business Day.


 


(b)          Change
of Details. Either party may by notice to the other change the address, telex or facsimile number
or electronic messaging system or e-mail details at which notices or other communications are to be given to it.


 


13.         Governing
Law and Jurisdiction


 


(a)          Governing
Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.


 


(b)          Jurisdiction.
With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with this Agreement
(“Proceedings”), each party irrevocably:—


 


(i)          submits:—


 


(1)         if
this Agreement is expressed to be governed by English law, to (A) the non-exclusive jurisdiction of the English courts if the Proceedings
do not involve a Convention Court and (B) the exclusive jurisdiction of the English courts if the Proceedings do involve a Convention
Court; or


 


(2)         if
this Agreement is expressed to be governed by the laws of the State of New York, to the non-exclusive jurisdiction of the courts
of the State of New York and the United States District Court located in the Borough of Manhattan in New York City;


 


(ii)         waives
any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim
that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings,
that such court does not have any jurisdiction over such party; and


 


(iii)        agrees,
to the extent permitted by applicable law, that the bringing of Proceedings in any one or more jurisdictions will not preclude
the bringing of Proceedings in any other jurisdiction.


 



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(c)          Service
of Process. Each party irrevocably appoints the Process Agent, if any, specified opposite
its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s
Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute
process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided
for notices in Section 12(a)(i), 12(a)(iii) or 12(a)(iv). Nothing in this Agreement will affect the right of either party to serve
process in any other manner permitted by applicable law.


 


(d)          Waiver
of Immunities. Each party irrevocably waives, to the extent permitted by applicable law,
with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or
order for specific performance or recovery of property, (iv) attachment of its assets (whether before or after judgment) and
(v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any
Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will
not claim any such immunity in any Proceedings.


 


14.         Definitions


 


As used in this Agreement:—


 


“Additional Representation”
has the meaning specified in Section 3.


 


“Additional Termination Event”
has the meaning specified in Section 5(b).


 


“Affected Party”
has the meaning specified in Section 5(b).


 


“Affected Transactions”
means (a) with respect to any Termination Event consisting of an Illegality, Force Majeure Event, Tax Event or Tax Event Upon
Merger, all Transactions affected by the occurrence of such Termination Event (which, in the case of an Illegality under Section
5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2), means all Transactions unless the relevant Credit Support Document
references only certain Transactions, in which case those Transactions and, if the relevant Credit Support Document constitutes
a Confirmation for a Transaction, that Transaction) and (b) with respect to any other Termination Event, all Transactions.


 


“Affiliate”
means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any
entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person.
For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity
or person.


 


“Agreement”
has the meaning specified in Section 1(c).


 


“Applicable Close-out Rate”
means:—


 


(a)          in
respect of the determination of an Unpaid Amount:—


 


(i)          in
respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default
Rate;


 


(ii)         in
respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate;


 


(iii)        in
respect of obligations deferred pursuant to Section 5(d), if there is no Defaulting Party and for so long as the deferral period
continues, the Applicable Deferral Rate; and


 


(iv)        in
all other cases following the occurrence of a Termination Event (except where interest accrues pursuant to clause (iii) above),
the Applicable Deferral Rate; and


 



    	 	20	ISDA ® 2002



    	 



    

 


(b)          in
respect of an Early Termination Amount:—


 


(i)          for
the period from (and including) the relevant Early Termination Date to (but excluding) the date (determined in accordance with
Section 6(d)(ii)) on which that amount is payable:—


 


(1)         if
the Early Termination Amount is payable by a Defaulting Party, the Default Rate;


 


(2)         if
the Early Termination Amount is payable by a Non-defaulting Party, the Non-default Rate; and 


 


(3)         in
all other cases, the Applicable Deferral Rate; and 


 


(ii)         for
the period from (and including) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable to (but
excluding) the date of actual payment:—


 


(1)         if
a party fails to pay the Early Termination Amount due to the occurrence of an event or circumstance which would, if it occurred
with respect to a payment or delivery under a Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and
for so long as the Early Termination Amount remains unpaid due to the continuing existence of such event or circumstance, the Applicable
Deferral Rate;


 


(2)         if
the Early Termination Amount is payable by a Defaulting Party (but excluding any period in respect of which clause (1) above applies),
the Default Rate;


 


(3)         if
the Early Termination Amount is payable by a Non-defaulting Party (but excluding any period in respect of which clause (1) above
applies), the Non-default Rate; and


 


(4)         in
all other cases, the Termination Rate. 


 


“Applicable Deferral Rate”
means:—


 


(a)          for
the purpose of Section 9(h)(i)(3)(A), the rate certified by the relevant payer to be a rate offered to the payer by a major bank
in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the
payer for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that
relevant market;


 


(b)          for
purposes of Section 9(h)(i)(3)(B) and clause (a)(iii) of the definition of Applicable Close-out Rate, the rate certified by the
relevant payer to be a rate offered to prime banks by a major bank in a relevant interbank market for overnight deposits in the
applicable currency, such bank to be selected in good faith by the payer after consultation with the other party, if practicable,
for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant
market; and


 


(c)          for
purposes of Section 9(h)(i)(3)(C) and clauses (a)(iv), (b)(i)(3) and (b)(ii)(1) of the definition of Applicable Close-out Rate,
a rate equal to the arithmetic mean of the rate determined pursuant to clause (a) above and a rate per annum equal to the cost
(without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the
relevant amount.


 


“Automatic Early Termination”
has the meaning specified in Section 6(a).


 


“Burdened Party”
has the meaning specified in Section 5(b)(iv).


 



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“Change in Tax Law” means
the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or
official interpretation of any law) that occurs after the parties enter into the relevant Transaction.


 


“Close-out Amount” means,
with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the
losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances (expressed as a positive
number) or gains of the Determining Party that are or would be realised under then prevailing circumstances (expressed as a negative
number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material terms of that Terminated
Transaction or group of Terminated Transactions, including the payments and deliveries by the parties under Section 2(a)(i) in
respect of that Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in Section 2(a)(iii)) and
(b) the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions.


 


Any Close-out Amount will be determined
by the Determining Party (or its agent), which will act in good faith and use commercially reasonable procedures in order to produce
a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions
or any individual Terminated Transaction but, in the aggregate, for not less than all Terminated Transactions. Each Close-out Amount
will be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following
the Early Termination Date as would be commercially reasonable.


 


Unpaid Amounts in respect of a Terminated
Transaction or group of Terminated Transactions and legal fees and out-of-pocket expenses referred to in Section 11 are to be excluded
in all determinations of Close-out Amounts.


 


In determining a Close-out Amount, the
Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information:—


 


(i)          quotations
(either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness
of the Determining Party at the time the quotation is provided and the terms of any relevant documentation, including credit support
documentation, between the Determining Party and the third party providing the quotation;


 


(ii)         information
consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation,
relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant
market; or


 


(iii)        information
of the types described in clause (i) or (ii) above from internal sources (including any of the Determining Party’s Affiliates)
if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of
similar transactions.


 


The Determining Party will consider, taking
into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market
data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant
market data are not readily available or would produce a result that would not satisfy those standards. When considering information
described in clause (i), (ii) or (iii) above, the Determining Party may include costs of funding, to the extent costs of funding
are not and would not be a component of the other information being utilised. Third parties supplying quotations pursuant to clause
(i) above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end-users
of the relevant product, information vendors, brokers and other sources of market information.


 


Without duplication of amounts calculated
based on information described in clause (i), (ii) or (iii) above, or other relevant information, and when it is commercially reasonable
to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection
with its terminating, liquidating or re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions
(or any gain resulting from any of them).


 



    	 	22	ISDA ® 2002



    	 



    

 


Commercially reasonable procedures used
in determining a Close-out Amount may include the following:—


 


(1)         application
to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause
(iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the
Determining Party in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated
third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and 


 


(2)         application
of different valuation methods to Terminated Transactions or groups of Terminated Transactions depending on the type, complexity,
size or number of the Terminated Transactions or group of Terminated Transactions.


 


“Confirmation”
has the meaning specified in the preamble.


 


“consent”
includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.


 


“Contractual Currency”
has the meaning specified in Section 8(a).


 


“Convention Court” means
any court which is bound to apply to the Proceedings either Article 17 of the 1968 Brussels Convention on Jurisdiction and the
Enforcement of Judgments in Civil and Commercial Matters or Article 17 of the 1988 Lugano Convention on Jurisdiction and the Enforcement
of Judgments in Civil and Commercial Matters.


 


“Credit Event Upon Merger”
has the meaning specified in Section 5(b).


 


“Credit Support Document”
means any agreement or instrument that is specified as such in this Agreement.


 


“Credit Support Provider”
has the meaning specified in the Schedule.


 


“Cross-Default”
means the event specified in Section 5(a)(vi).


 


“Default Rate” means
a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if
it were to fund or of funding the relevant amount plus 1% per annum.


 


“Defaulting Party” has
the meaning specified in Section 6(a).


 


“Designated Event” has
the meaning specified in Section 5(b)(v).


 


“Determining Party” means
the party determining a Close-out Amount.


 


“Early Termination Amount”
has the meaning specified in Section 6(e).


 


“Early Termination Date”
means the date determined in accordance with Section 6(a) or 6(b)(iv).


 


“electronic messages”
does not include e-mails but does include documents expressed in markup languages, and “electronic messaging
system” will be construed accordingly.


 


“English law” means
the law of England and Wales, and “English” will be construed accordingly.


 


“Event of Default” has
the meaning specified in Section 5(a) and, if applicable, in the Schedule.


 


“Force Majeure Event”
has the meaning specified in Section 5(b).


 



    	 	23	ISDA ® 2002



    	 



    

 


“General Business Day”
means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign
currency deposits).


 


“Illegality”
has the meaning specified in Section 5(b).


 


“Indemnifiable
Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for
a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient
of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient
or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or
engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business
in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).


 


“law” includes
any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue
authority), and “unlawful” will be construed accordingly.


 


“Local Business Day”
means (a) in relation to any obligation under Section 2(a)(i), a General Business Day in the place or places specified
in the relevant Confirmation and a day on which a relevant settlement system is open or operating as specified in the relevant
Confirmation or, if a place or a settlement system is not so specified, as otherwise agreed by the parties in writing or determined
pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) for the purpose of determining when a Waiting
Period expires, a General Business Day in the place where the event or circumstance that constitutes or gives rise to the Illegality
or Force Majeure Event, as the case may be, occurs, (c) in relation to any other payment, a General Business Day in the place where
the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment and,
if that currency does not have a single recognised principal financial centre, a day on which the settlement system necessary to
accomplish such payment is open, (d) in relation to any notice or other communication, including notice contemplated under Section
5(a)(i), a General Business Day (or a day that would have been a General Business Day but for the occurrence of an event or circumstance
which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to
an Illegality or a Force Majeure Event) in the place specified in the address for notice provided by the recipient and, in the
case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (e) in relation
to Section 5(a)(v)(2), a General Business Day in the relevant locations for performance with respect to such Specified Transaction.


 


“Local Delivery Day”
means, for purposes of Sections 5(a)(i) and 5(d), a day on which settlement systems necessary to accomplish the relevant
delivery are generally open for business so that the delivery is capable of being accomplished in accordance with customary market
practice, in the place specified in the relevant Confirmation or, if not so specified, in a location as determined in accordance
with customary market practice for the relevant delivery.


 


“Master Agreement”
has the meaning specified in the preamble.


 


“Merger Without Assumption”
means the event specified in Section 5(a)(viii).


 


“Multiple Transaction Payment
Netting” has the meaning specified in Section 2(c).


 


“Non-affected Party”
means, so long as there is only one Affected Party, the other party.


 


“Non-default Rate” means
the rate certified by the Non-defaulting Party to be a rate offered to the Non-defaulting Party by a major bank in a relevant interbank
market for overnight deposits in the applicable currency, such bank to be selected in good faith by the Non-defaulting Party for
the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant
market.


 


“Non-defaulting Party”
has the meaning specified in Section 6(a).


 



    	 	24	ISDA ® 2002



    	 



    

 


“Office” means
a branch or office of a party, which may be such party’s head or home office.


 


“Other Amounts” has
the meaning specified in Section 6(f).


 


“Payee”
has the meaning specified in Section 6(f).


 


“Payer” has the
meaning specified in Section 6(f).


 


“Potential Event of Default”
means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.


 


“Proceedings”
has the meaning specified in Section 13(b).


 


“Process Agent”
has the meaning specified in the Schedule.


 


“rate of exchange” includes,
without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual
Currency.


 


“Relevant Jurisdiction”
means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled
or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located,
(c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.


 


“Schedule” has
the meaning specified in the preamble.


 


“Scheduled Settlement Date”
means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.


 


“Specified Entity”
has the meaning specified in the Schedule.


 


“Specified Indebtedness”
means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety
or otherwise) in respect of borrowed money.


 


“Specified Transaction”
means, subject to the Schedule, (a) any transaction (including an agreement with respect to any such transaction) now existing
or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified
Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable
Specified Entity of such other party) which is not a Transaction under this Agreement but (i) which is a rate swap transaction,
swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit
default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction,
buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security,
commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which
is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future
becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement)
and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities
or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value,
or other benchmarks against which payments or deliveries are to be made, (b) any combination of these transactions and (c) any
other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.


 


“Stamp Tax”
means any stamp, registration, documentation or similar tax.


 



    	 	25	ISDA ® 2002



    	 



    

 


“Stamp Tax Jurisdiction”
has the meaning specified in Section 4(e).


 


“Tax”
means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties
and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement
other than a stamp, registration, documentation or similar tax.


 


“Tax Event” has
the meaning specified in Section 5(b).


 


“Tax Event Upon Merger”
has the meaning specified in Section 5(b).


 


“Terminated Transactions”
means, with respect to any Early Termination Date, (a) if resulting from an Illegality or a Force Majeure Event, all Affected
Transactions specified in the notice given pursuant to Section 6(b)(iv), (b) if resulting from any other Termination Event, all
Affected Transactions and (c) if resulting from an Event of Default, all Transactions in effect either immediately before the effectiveness
of the notice designating that Early Termination Date or, if Automatic Early Termination applies, immediately before that Early
Termination Date.


 


“Termination Currency”
means (a) if a Termination Currency is specified in the Schedule and that currency is freely available, that currency, and
(b) otherwise, euro if this Agreement is expressed to be governed by English law or United States Dollars if this Agreement is
expressed to be governed by the laws of the State of New York.


 


“Termination Currency Equivalent”
means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the
Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such
Other Currency as at the relevant Early Termination Date, or, if the relevant Close-out Amount is determined as of a later date,
that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected
as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in
which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase
of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if
only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will
be agreed by the parties.


 


“Termination Event” means
an Illegality, a Force Majeure Event, a Tax Event, a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon
Merger or an Additional Termination Event.


 


“Termination Rate” means
a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.


 


“Threshold Amount” means
the amount, if any, specified as such in the Schedule.


 


“Transaction”
has the meaning specified in the preamble.


 


“Unpaid Amounts”
owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions,
the amounts that became payable (or that would have become payable but for Section 2(a)(iii) or due but for Section 5(d)) to such
party under Section 2(a)(i) or 2(d)(i)(4) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination
Date, (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but
for Section 2(a)(iii) or 5(d)) required to be settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or
would have been) required to be delivered and (c) if the Early Termination Date results from an Event of Default, a Credit Event
Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions, any
Early Termination Amount due prior to such Early Termination Date and which remains unpaid as of such Early Termination Date, in
each case together with any amount of interest accrued or other compensation in respect of that obligation or deferred obligation,
as the case may be, pursuant to Section 9(h)(ii)(1) or (2), as appropriate. The fair market value of any obligation referred to
in clause (b) above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable
procedures, by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it will be the average
of the Termination Currency Equivalents of the fair market values so determined by both parties.


 



    	 	26	ISDA ® 2002



    	 



    

 


“Waiting Period”
means:—


 


(a)          in
respect of an event or circumstance under Section 5(b)(i), other than in the case of Section 5(b)(i)(2) where the relevant payment,
delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of three
Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following
the occurrence of that event or circumstance; and


 


(b)          in
respect of an event or circumstance under Section 5(b)(ii), other than in the case of Section 5(b)(ii)(2) where the relevant payment,
delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of eight
Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following
the occurrence of that event or circumstance.


 


IN WITNESS WHEREOF the parties have executed
this document on the respective dates specified below with effect from the date specified on the first page of this document.


  


	CITIBANK, N.A____________________	 	FLATIRON FUNDING, LLC____________
	(Name of Party)	 	(Name of Party)


 


	By:	/s/ Linda Cook	 	By:	/s/ Michael Reisner
	 	Name:	Linda Cook	 	 	Name:	 Michael Reisner
	 	Title:	Vice President	 	 	Title:	 Co-President & Co-CEO
	 		 Citibank, N.A.	 	 	Date:	 December 17, 2012
	 	Date:	 	 	 	 	 


 



    	 	27	ISDA ® 2002



    	 



    

 










 


Execution Copy


 


SCHEDULE


 


to the


 


ISDA 2002 Master Agreement


 


dated as of December 17, 2012


 


between


 


CITIBANK, N.A.,


a national banking association organized under the laws of the United States


("Party A")


 


and


 


FLATIRON FUNDING, LLC,


a limited liability company formed


under the laws of the State of Delaware


("Party B")


 


Part 1


Termination Provisions


 


In this Agreement:


 


(a)          "Specified
Entity" means:


 


(i)          in
relation to Party A, for the purpose of Section 5(a)(v) of this Agreement, Citigroup Global Markets Limited, Citigroup
Global Markets Inc., Citigroup Forex Inc., Global Markets Commercial Corp., Citicorp Securities Services, Inc., Citibank Europe
PLC, Citigroup Financial Products Inc., Citigroup Global Markets Deutschland AG & Co. KGaA, Citigroup Energy Inc., Citibank
Canada, Citigroup Energy Canada ULC, and Citibank Japan Ltd., (individually a "Section 5(a)(v) Affiliate"),
and for all other purposes not applicable; and


 


(ii)         in
relation to Party B, for the purpose of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(v) of this Agreement, CĪON
Investment Corporation, a Maryland corporation (the "Party B Investor").


 


(b)          "Specified
Transaction" will have the meaning specified in Section 14 of this Agreement. For purposes of clause (c) of
such definition, Specified Transaction includes any securities options, margin loans, short sales, and any other similar transaction
now existing or hereafter entered into between Party A or any Section 5(a)(v) Affiliate, on the one hand, and Party B
or any Specified Entity of Party B, on the other hand.


 


(c)          The "Cross
Default" provisions of Section 5(a)(vi) will apply to Party A and will apply to Party B; provided
that, notwithstanding the foregoing, an Event of Default shall not occur under either (1) or (2) therein if (a) the
event or condition referred to in (1) or the failure to pay referred to in (2) is a failure to pay caused by an error
or omission of an administrative or operational nature; (b) funds were available to such party to enable it to make the relevant
payment when due; and (c) such relevant payment is made within three Local Business Days following the discovery of the error
or failure.



    	1



    	 



    

 


For purposes of Section 5(a)(vi), the following provisions apply:


 


"Specified Indebtedness" shall have the meaning set forth
in Section 14 of this Agreement; provided that Specified Indebtedness shall not include deposits received in the course
of a party's ordinary banking business.


 


"Threshold Amount" means


 


(i) with respect to Party A, 2% of the stockholders' equity of Party A;
and


(ii) with respect to Party B, the lesser of USD10,000,000 and 2%
of the Net Asset Value of the Party B Investor;


 


including the U.S. Dollar equivalent on the date of any default, event
of default or other similar condition or event of any obligation stated in any other currency.


 


For purposes of the above, stockholders' equity shall be determined by
reference to the relevant party's most recent consolidated (quarterly, in the case of a U.S. organized party) balance sheet and
shall include, in the case of a U.S. organized party, legal capital, paid-in capital, retained earnings and cumulative translation
adjustments. Such balance sheet shall be prepared in accordance with accounting principles that are generally accepted in such
party's country of organization.


 


(d)          The "Credit
Event Upon Merger" provisions of Section 5(b)(v) of this Agreement will apply to Party A and will apply to
Party B (and to the Party B Investor).


 


(e)          The "Automatic
Early Termination" provisions of Section 6(a) will not apply to Party A and will not apply to Party B;
provided that, with respect to a party, where the Event of Default specified in Section 5(a)(vii)(1), (3), (4), (5),
(6) or, to the extent analogous thereto, (8) is governed by a system of law which does not permit termination to take place
after the occurrence of the relevant Event of Default, then the Automatic Early Termination provisions of Section 6(a) will
apply to such party.


 


(f)          "Termination
Currency" means United States Dollars.


 


(g)          "Additional
Termination Event": The following shall constitute Additional Termination Events (and Party B will be the sole Affected
Party, and all Transactions will be Affected Transactions, with respect to each such Additional Termination Event):


 


(1)         Without
Party A's prior written consent, (x) the Party B Investor changes its jurisdiction of organization and/or organizational
form from a corporation incorporated under the laws of the State of Maryland or (y) any amendment, supplement or other modification
is made to the articles of incorporation or bylaws of the Party B Investor, in each case, to the extent such change, amendment,
supplement or other modification has, or could reasonably be expected to have, a Material Adverse Effect.


 


(2)         Without
Party A's prior written consent, (x) Party B changes its jurisdiction of organization and/or organizational form
from a limited liability company formed under the laws of the State of Delaware or (y) any amendment, supplement or other
modification is made to the limited liability company agreement of Party B, in each case, to the extent such change, amendment,
supplement or other modification has, or could reasonably be expected to have, a Material Adverse Effect.


 



    	2



    	 



    

 


(3)         The
Party B Investor ceases to be the sole owner, beneficially and of record, of all of the equity ownership interests issued by Party
B.


 


(4)         The
Party B Investor or any legal successor thereto (the "Manager") ceases to be the manager of Party B
or ceases to have authority to enter into transactions pursuant to this Agreement on behalf of Party B and shall not have
been replaced by another person or entity as to which Party A has not made an objection, having a reasonable basis, in writing
within 10 Business Days following notice.


 


(5)         The
Party B Investor fails to maintain CĪON Investment Management, LLC, or
a successor thereto acceptable to Party A in its sole discretion (the "Investment Advisor") as its sole
investment adviser.


 


(6)         The
Investment Advisor fails to maintain Apollo Investment Management, L.P. ("Apollo") or an Affiliate thereof,
or a successor thereto acceptable to Party A in its sole discretion, as its sub-adviser to assist the Investment Advisor in managing
the investment and reinvestment of the assets of the Party B Investor.


 


(7)         Party B
fails to comply with its investment strategies and/or restrictions as in effect and disclosed in its prospectus as of the date
hereof to the extent such non-compliance has, or could reasonably be expected to have, a Material Adverse Effect.


 


(8)         Party
B incurs, assumes or otherwise becomes liable in respect of any Specified Indebtedness (other than any Specified Indebtedness
arising under any Transaction hereunder).


 


(9)         The
Party B Investor or Party B shall dissolve or liquidate.


 


(10)        The
Party B Investor violates Section 18, as modified by Section 61, of the 1940 Act (other than pursuant to any exemptive relief
granted to the Party B Investor); provided that a violation of any rule or interpretation applicable to the Party B Investor
under the 1940 Act shall not constitute an Additional Termination Event pursuant to this clause.


 


(11)        The
Party B Investor violates Section 55(a) of the 1940 Act.


 


(12)        The
Party B Investor's election to be subject to the provisions of Sections 55 through 65 of the 1940 Act pursuant to Section
54(a) of the 1940 Act is revoked by order of the Securities and Exchange Commission or is withdrawn by the Party B Investor pursuant
to Section 54(c) of the 1940 Act.


 


As used herein:


 


"1940 Act"
means the Investment Company Act of 1940, as amended.


 


"Material Adverse
Effect" means a material adverse effect on (a) the ability of Party B or its Credit Support Provider to
perform any of its obligations under this Agreement or any Credit Support Document to which Party B or its Credit Support
Provider is a party, (b) the rights of or benefits available to Party A under this Agreement or any Credit Support Document
to which Party B or its Credit Support Provider is a party, (c) the authority of the Manager to act as Party B's
agent in entering into and confirming Transactions and in receiving notices to Party B under this Agreement or (d) whether
any Transaction shall be consistent with the then-current and applicable investment policies, trading strategies and/or restrictions
of Party B and the Party B Investor.


 


"Net Asset Value"
means, in relation to the Party B Investor, its net asset value calculated in accordance with the requirements of the 1940 Act,
and all applicable rules and regulations promulgated under the U.S. Federal securities laws, including Regulation S-X.


 



    	3



    	 



    

  


Part 2


Tax Representations


 


(a)          Payer
Representations. For the purpose of Section 3(e) of this Agreement, Party A will make the following representation
and Party B will make the following representation:


 


It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax
from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this
Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party
pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i)
or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i)
or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above
and the other party does not deliver a form or documents under Section 4(a)(iii) by reason of material prejudice to its legal
or commercial position.


 


(b)          Payee
Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations
specified below, if any:


 


The following representations will apply to Party A:


 


It is a national banking association organized under the laws of the United
States, and its U.S. taxpayer identification number is 13-5266470.


 


It is "exempt" within the meaning of Treasury Regulation sections
1.6041-3(p) and 1.6049-4(c) from information reporting on Form 1099 and backup withholding.


 


The following representations will apply to Party B:


 


Party B is a limited liability company organized under the laws of the
State of Delaware.


 


Party B is a disregarded entity for U.S. Federal income tax purposes.


 


The Party B Investor is a corporation incorporated under the laws of the
State of Maryland, and its U.S. taxpayer identification number is 45-3058280.


 


The Party B Investor is a regulated investment company for U.S. Federal
income tax purposes.


 



    	4



    	 



    

 


Part 3


Agreement to Deliver Documents


 


For the purpose of Section 4(a) of this Agreement:


 


I. Tax forms, documents or certificates to be delivered are:


 


	Party required to

        deliver document
	 	Form/Document/

        Certificate
	 	Date by which to

        Be delivered

	 	 	 	 	 
	Party A	 	An executed IRS Form W-9 (or any successor form) (together with any required attachments)
    with respect to Party A.	 	Upon execution and delivery of this Agreement; and promptly upon learning that any form previously provided by such party
    has become obsolete or incorrect.
	 	 	 	 	 
	Party B	 	An executed IRS Form W-9 (or any successor form) (together with any required attachments)
    with respect to the Party B Investor, indicating Party B as the disregarded entity name with respect to the Party B Investor.	 	Upon execution and delivery of this Agreement; and promptly upon learning that any form previously provided by such party
    has become obsolete or incorrect.


 


II. Other documents to be delivered are:


 


	Party required

        to deliver

        document
	 	Form/Document/Certificate	 	Date by which to

        be delivered
	 	Covered by

        Section 3(d)

	 	 	 	 	 	 	 
	Party A and Party B	 	Evidence reasonably satisfactory to the other party of the (i) authority of such party to enter into this Agreement
    and any Transactions and (ii) the authority and genuine signature of the individual signing this Agreement on behalf
    of such party to execute the same.	 	Upon execution and delivery of this Agreement and, if requested by the other party, as soon as practicable after execution
    of any Confirmation of any other Transaction.	 	Yes
	 	 	 	 	 	 	 
	Party B	 	The annual report of the Party B Investor containing audited consolidated financial statements prepared in accordance
    with accounting principles that are generally accepted in the United
    States of America and certified by independent certified public accountants for each fiscal year.	 	As soon as available and in any event within 120 days (or as soon as practicable after becoming publicly available) after
    the end of each of the Party B Investor's fiscal years.	 	Yes; provided that the phrase "is, as of the date of the information, true, accurate and complete in every
    material respect" in Section 3(d) shall be deleted and the phrase "fairly presents, in all material respects,
    the financial condition and results of operations as of their respective dates and for the respective periods covered thereby"
    shall be inserted in lieu thereof.


 



    	5



    	 



    

 


	Party B	 	The unaudited consolidated financial statements, the consolidated balance sheet and related statements
    of income of the Party B Investor for each of the first three fiscal quarters of each fiscal year prepared in accordance
    with accounting principles that are generally accepted in the United
    States of America.	 	As soon as available and in any event within 60 days (or as soon as practicable after becoming publicly
    available) after the end of each of the Party B Investor's fiscal quarters.	 	Yes; provided that the phrase "is, as of the date of the information, true, accurate and
    complete in every material respect" in Section 3(d) shall be deleted and the phrase "fairly presents, in all
    material respects, the financial condition and results of operations as of their respective dates and for the respective periods
    covered thereby" shall be inserted in lieu thereof.
	 	 	 	 	 	 	 
	Party B	 	Certified copies of (a) the articles of incorporation and bylaws of the Party B Investor; (b) the limited liability
    company agreement of Party B, (c)  the Investment Advisory Agreement dated June 19, 2012 between the Party B Investor
    and the Investment Advisor and (d) the Investment Sub-Advisory Agreement dated June 26, 2012 between the Party B Investor,
    the Investment Advisor and Apollo.	 	Upon execution and delivery of this Agreement and as soon as practicable after any amendment, supplement or other modification
    of any thereof.	 	Yes


 



    	6



    	 



    

 


	Party B	 	A confirmation, addressed to Party A, from the Investment Advisor to the effect that no advice given
    by Party A or its Affiliates shall form a primary basis for any investment advice provided by it relating to any Transaction
    under or in connection with this Agreement, that neither Party A nor any of its Affiliates is or shall be a fiduciary or advisor
    with respect to the Party B Investor or Party B and that no amounts paid or to be paid to Party A or its Affiliates are attributable
    to any advice provided by Party A or its Affiliates.	 	Upon execution and delivery of this Agreement.	 	Yes
	 	 	 	 	 	 	 
	Party A and Party B	 	A duly executed copy of each of the Credit Support Documents specified in Part 4(f) of this Schedule.	 	Upon execution and delivery of this Agreement.	 	No
	 	 	 	 	 	 	 
	Party B	 	A statement including a calculation of the Party B Investor's Net Asset Value and Performance as of the end of each calendar
    month (the "NAV and Performance Statement").	 	No later than two Business Days after the same is made available by or on behalf of the Party B Investor to any direct
    or indirect investors in the Party B Investor.	 	Yes
	 	 	 	 	 	 	 
	Party B	 	Such other documents that may be reasonably requested by Party A from time to time.	 	As per request by Party A.	 	Yes


 



    	7



    	 



    

 


Part 4 


Miscellaneous


 


(a)          Addresses for
Notices. For the purpose of Section 12(a) of this Agreement:


 


Address for notices or communications to Party A:


 


	Address:	Capital Markets Documentation Unit
	 	388 Greenwich Street, 17th Floor
	 	New York, New York  10013
	 	 
	 	Attention:         Director Derivatives
    Operations
	 	 
	 	Facsimile No.:   (212) 816-5550
	 	 
	 	(For all purposes)


 


Address for notices or communications to Party B:


 


	Address:	Flatiron Funding, LLC
	 	c/o CĪON Investment Corporation
	 	3 Park Avenue, 36th Floor
	 	New York, NY 10016
	 	 
	 	Attention: General Counsel
	 	Facsimile No.: (212) 418-4739


 


(b)          Process Agent.
For the purpose of Section 13(c) of this Agreement:


 


Party A appoints as its Process Agent: Not Applicable


Party B appoints as its Process Agent: Not Applicable


 


(c)          Offices. The
provisions of Section 10(a) will apply to this Agreement.


 


(d)          Multibranch Party.
For the purpose of Section 10(b) of this Agreement:


 


Party A is a Multibranch Party and may enter into a Transaction through
any of the following offices: New York, London, Singapore and Sydney.


 


Party B is not a Multibranch Party.


 


(e)          Calculation Agent.
The Calculation Agent will be Party A unless otherwise specified in a Confirmation in reference to the relevant Transaction.


 


(f)          Credit Support
Document.


 


(i)      In relation to Party A,
the Credit Support Annex dated as of the date hereof and attached hereto between the parties hereto; and


 


(ii)      In relation to Party B,
(1) the Credit Support Annex dated as of the date hereof and attached hereto between the parties hereto and (2) the Deposit
Account Control Agreement referred to in said Credit Support Annex.


 


(g)          Credit Support
Provider.


 


(i) In relation to Party A, none; and


 


(ii) In relation to Party B, none.


 



    	8



    	 



    

 


(h)          Governing Law.
This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any
way whatsoever to this Agreement (whether in contract, tort or otherwise) shall be governed by, the law of the State of New York.


 


(i)          Jurisdiction.
Section 13(b)(i) of this Agreement is hereby amended by deleting in line 2 of paragraph 2 the word "non-" and
by deleting paragraph (iii) thereof. The following shall be added at the end of Section 13(b): "Nothing in this
provision shall prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction."


 


(j)          "Affiliate"
will have the meaning specified in Section 14 of this Agreement.


 


(k)          Absence of Litigation.
For the purpose of Section 3(c), "Specified Entity" means in relation to Party A, any Affiliate of Party A,
and in relation to Party B, each Specified Entity referred to in Part 1 of this Schedule.


 


(l)          No Agency.
The provisions of Section 3(g) will apply to this Agreement.


 


(m)        Additional Representation
will apply. Section 3(a) of this Agreement is hereby amended by the deletion of "and"
at the end of Section 3(a)(iv); the substitution of a semi-colon for the period at the end of Section 3(a)(v) and the
addition of Sections 3(a)(vi) to (viii), as follows:


 


"(vi)        Relationship
Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction
that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):


 


(1)         No Reliance.
It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether
that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed
necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation
to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. It has not received
from the other party any assurance or guarantee as to the expected results of that Transaction.


 


(2)         Evaluation and
Understanding. It is capable of evaluating and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and
assumes, the financial and other risks of that Transaction.


 


(3)         Status of Parties.
The other party is not acting as a fiduciary for or an advisor to it in respect of that Transaction.


 


(vii)       Eligible Contract Participant.
(a) It is an "eligible contract participant" within the meaning of Section 1a of the Commodity Exchange Act,
as amended (the "CEA"), (b) this Agreement and each Transaction are subject to individual negotiation
by each party, and (c) neither this Agreement nor any Transaction will be executed or traded on a "trading facility"
within the meaning of Section 1a of the CEA.


 



    	9



    	 



    

 


(viii)      ERISA. The assets that
are used in connection with the execution, delivery and performance of this Agreement and the Transactions entered into pursuant
hereto are not the assets of an employee benefit or other plan subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), a plan described in Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code"), an entity whose underlying assets include "plan assets" by reason of
Department of Labor regulation section 2510.3-101, or a governmental plan that is subject to any federal, state, or local law
that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code."


 


(n)          "Netting
of Payments" Either party may notify the other in writing, not less than one Local Business Day in advance of one or
more Scheduled Payment Dates, that with regard to payments due on that date, Multiple Transaction Payment Netting will apply;
provided that no such notice shall be required with respect to any Transaction if the related Confirmation expressly provides
that Multiple Transaction Payment Netting will apply. Except to the extent that such advance written notice shall have been given
or as is specified in a related Confirmation, subparagraph Multiple Transaction Payment Netting will not apply for purposes of
Section 2(c) of this Agreement.


 


Part 5


Other Provisions


 


(a)          Waiver
of Right to Trial by Jury. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING. Each party hereby (i) certifies that no representative,
agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a Proceeding,
seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement by, among
other things, the mutual waivers and certifications in this paragraph.


 


(b)          Severability.
Except as otherwise provided in Sections 5(b)(i) or 5(b)(ii) in the event that any one or more of the provisions contained in
this Agreement should be held invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor,
in good faith negotiations, to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


(c)          Netting. In
the event that any Terminated Transaction cannot be aggregated and netted against all other Terminated Transactions under Section 6(e)
of this Agreement, such excluded Terminated Transactions shall be aggregated and netted amongst themselves to the fullest extent
permitted by law.


 


(d)          Escrow Payments.
If by reason of the time difference between the cities in which payments are to be made, it is not possible for simultaneous
payments to be made on any date on which both parties are required to make payments hereunder, either party may at its option
and in its sole discretion notify the other party that payments on that date are to be made in escrow. In this case the deposit
of the payment due earlier on that date shall be made by 2:00 p.m. (local time at the place for the earlier payment) on that date
with an escrow agent selected by the party giving the notice, accompanied by irrevocable payment instructions (i) to release
the deposited payment to the intended recipient upon receipt by the escrow agent of the required deposit of the corresponding
payment from the other party on the same date accompanied by the irrevocable payment instructions to the same effect or (ii) if
the required deposit of the corresponding payment is not made on that same date, to return the payment deposited to the party
that paid it into escrow. The party that elects to have payments made in escrow shall pay the costs of the escrow arrangements
and shall cause those arrangements to provide that the intended recipient of the payment due to be deposited first shall be entitled
to interest on that deposited payment for each day in the period of its deposit at the rate offered by the escrow agent for that
day for overnight deposits in the relevant currency in the office where it holds that deposited payment (at 11:00 a.m. local time
on that day) if that payment is not released by 5:00 p.m. on the date it is deposited for any reason other than the intended recipients'
failure to make the escrow deposit it is required to make hereunder in a timely fashion. 


 



    	10



    	 



    

 


(e)          Recording of Conversations.
Each party hereto consents to the recording of its telephone conversations relating to this Agreement or any potential Transaction.
To the extent that one party records telephone conversations (the "Recording Party") and the other party
does not (the "Non-Recording Party"), the Recording Party shall, in the event of any dispute, make a complete
and unedited copy of such party's tape of the entire day's conversations with the Non-Recording Party's personnel available to
the Non-Recording Party. The Recording Party's tapes may be used by either party in any forum in which a dispute is sought to
be resolved and the Recording Party will retain tapes for a consistent period of time in accordance with the Recording Party's
policy unless one party notifies the other that a particular transaction is under review and warrants further retention.


 


(f)          Limitation of
Liability. No party shall be required to pay or be liable to the other party for any consequential, indirect or punitive damages,
opportunity costs or lost profits.


 


(g)          2002 Master Agreement
Protocol. The parties agree that the definitions and provisions contained in Annexes 1 to 16 and Section 6 of the 2002
Master Agreement Protocol published by the International Swaps and Derivatives Association, Inc. on 15th
July 2003 are incorporated into and apply to this Agreement.


 


(h) Additional Party B Representations. Section 3
of this Agreement is hereby amended by the addition of the following representations (which shall be made solely by Party B
to Party A):


 


(h)          Compliance
with Investment Policies. The execution, delivery, and performance by Party B of this Agreement and each Confirmation
does not conflict with or violate the investment policies, trading strategies and/or restrictions of the Party B Investor
as set forth in the offering and organizational documents, in each case as in effect from time to time, of the Party B Investor.


 


(i)          Manager
Authorized as Agent. The Manager is duly authorized to act as Party B's agent in entering into and confirming Transactions
and receiving notices to Party B under this Agreement, and the Manager's entering into or confirmation of any Transaction
shall be sufficient to bind Party B, with the result that Party B's signature shall not be required on any Confirmation.


 


(j)          Compliance
with 1940 Act. The Party B Investor has elected to be subject to the provisions of Sections 55 through 65 of the 1940 Act
pursuant to Section 54(a) of the 1940 Act. Party B will enter into any Transaction in compliance with its investment policies;
the execution of this Agreement by Party B, the entry by Party B into any Transaction hereunder, and the performance
of its obligations hereunder and under each Transaction, will not result in a violation by the Party B Investor of any provision
of the 1940 Act applicable to business development companies. The Party B Investor has disclosed in its prospectus or other
offering documents that it may enter into transactions of the type contemplated by this Agreement, to the extent required by applicable
laws and regulations. The Board of Directors of the Party B Investor, or its equivalent, has given all necessary approvals
for the Party B Investor (either directly or through a subsidiary) to enter into this Agreement and any Transaction. The Party B
Investor is not a person of which Party A is an "affiliated person", or an affiliated person of an affiliated person,
within the meaning of Section 2(a)(3) of the 1940 Act.


 


(k)          Assets
of Party B. All of the assets of Party B are available to satisfy the obligations of Party B under this Agreement.


 



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(l)          Obligations
Pari Passu. The obligations of Party B to Party A under this Agreement rank at least pari passu with all other senior
unsecured indebtedness of Party B.


 


Party B covenants that (i) it will not take any action during the term of any
Transaction that would render any of the representations and warranties in this Part 5(h) untrue and (ii) it will take all necessary
action during the term of each Transaction to cause such representations and warranties to continue at all times to be true.


 


(i)          Manager Representations.
The following representations shall be made by the Manager in accordance with Section 3 of the Agreement as if the Manager
was a party to this Agreement:


 


"(i) Manager Representations. The Manager represents and warrants
to Party A (x) that it is duly authorized to act as Party B's agent in entering into and confirming Transactions
and in receiving notices to Party B under this Agreement, and (y) that any Transaction shall be entered into in accordance
with the applicable investment policies, trading strategies and/or restrictions of Party B and the Party B Investor as are
then in effect.


 


(ii) No Investment Advice from Party A. The Manager represents
and agrees that no advice given by Party A or its Affiliates shall form a primary basis for any decision by or on behalf
of the Manager relating to any Transaction under or in connection with this Agreement, that neither Party A nor any of its
Affiliates is or shall be a fiduciary or advisor with respect to the Manager or Party B and that no amounts paid or to be
paid to Party A or its Affiliates are attributable to any advice provided by Party A or its Affiliates."


 


(j)          Additional Party B
Covenant. For purposes of Section 4 of this Agreement, the following shall be added immediately following paragraph (e) thereof:


 


"(f) Notification Requirements. Party B shall notify Party
A in writing immediately upon the occurrence of any of the following: (i) any Additional Termination Event in relation to Party
B, (ii) a material change in the investment policies of Party B or the Party B Investor as they relate to derivatives transactions,
borrowing, leverage or other matters arising under Section 18 of the 1940 Act (as modified by Section 61 of the 1940 Act)
and Section 55(a) of the 1940 Act; (iii) the entry by Party B, the Party B Investor or the Manager into an agreement that would
result in the merger, change in control or reorganization of Party B, the Party B Investor or the Manager; (iv) Party B or the
Party B Investor or the Manager becomes aware of the commencement of litigation or regulatory action against Party B, the Party
B Investor or the Manager that has, or could reasonably be expected to have, a Material Adverse Effect; or (v) the independent
public accountant of the Party B Investor resigns, is dismissed, or issues a report on the Party B Investor's financial statements
that contains an adverse opinion or disclaimer of opinion, or issues an opinion that is qualified or modified as to uncertainty,
audit scope or audit principles."


 


(k)          Confirmation Procedures.
Except as otherwise expressly provided in a Confirmation with respect to a Transaction, for each Transaction that Party A
and Party B enter hereunder, Party A shall promptly send to Party B a Confirmation setting forth the terms of such
Transaction. Party B shall promptly execute and return the Confirmation to Party A or request correction of any error.
Failure of Party B to respond within such period shall not affect the validity or enforceability of such Transaction and
shall be deemed to be an affirmation and acceptance of such terms.


 



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(l)          Recourse Limited
to Party B. Notwithstanding anything to the contrary contained in the Agreement, the Schedule or any Confirmation or
other document issued or delivered in connection with any Transaction entered into under this Agreement, any amounts owed or liabilities
incurred by Party B hereunder or in respect of any Transaction entered into under this Agreement, shall be satisfied solely from
the assets of Party B and no recourse whether by set-off or otherwise, shall be had to the assets of the Manager or any director,
officer or employee or partner of Party B or the Manager or any of their Affiliates, except that the foregoing will not limit
service of process on Party B by delivery of notice on its behalf to Party B.


 


(m)          Limitation on
Damages. To the fullest extent permitted by applicable law, each party agrees that it shall not assert, and hereby waives,
any claim against the other party, on any theory of liability, for special, indirect, consequential or punitive damages; provided
that the foregoing shall not limit any party's obligation to make any amount otherwise payable in accordance with the express
provisions of this Agreement.


 


(n)          Foreign
Account Tax Compliance Act. (a) For purposes of any Payer Tax Representation, the words “any Tax from any payment”
shall not include any tax imposed under Sections 1471 and 1472 of the Internal Revenue Code of 1986, as amended (or the United
States Treasury regulations or other guidance issued or any agreements entered into thereunder) ("FATCA Withholding
Tax"); (b) for the avoidance of doubt the parties agree that for purposes of Section 2(d) the deduction or withholding
of FATCA Withholding Tax is required by applicable law; and (c) the definition of "Indemnifiable Tax" shall not include
any FATCA Withholding Tax.


 


(o)          ISDA
2010 Short Form HIRE Act Protocol. The parties agree that solely as between Party A and Party B, the definitions and provisions
contained in the Attachment to the ISDA 2010 Short Form HIRE Act Protocol published by the International Swaps and Derivatives
Association, Inc. on November 30, 2010, (“Short Form Protocol Attachment”) will be deemed to be incorporated
herein, mutatis mutandis, as though such definitions and provisions were set out in full herein, with any such conforming changes
as are necessary to deal with what would otherwise be inappropriate or incorrect cross references. The parties further agree that
the Implementation Date (as such term is defined in the Short Form Protocol Attachment) shall be the date of execution of this
Agreement.


 



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IN WITNESS WHEREOF the parties have executed this document on the respective dates
specified below with effect from the date specified on the first page of this document.


 





	CITIBANK, N.A.	 	FLATIRON FUNDING, LLC
	 	 	 	 	 	 
	By:	/s/ Linda Cook	 	By:	/s/ Michael Reisner
	 	Name:	Linda Cook	 	 	Name:    Michael Reisner
	 	Title:	Vice President	 	 	Title:      Co-President & Co-CEO
	 	 	Citibank, N.A.	 	 	 







  


	 	CĪON
    INVESTMENT CORPORATION, in its
    individual capacity in respect of the representations made by the Manager in Part 5(i) of this Schedule.
	 	 	 
	 	By:	/s/ Michael Reisner
	 	 	 
	 	Name:	Michael Reisner
	 	 	 
	 	Title:	Co-President & Co-CEO
	 	 	 
	 	Date:	December 17, 2012


 





ISDA Master Schedule – Signature
Page







 



    	 



    	 



    

 





	(Bilateral Form)	(ISDA Agreements Subject to New York Law Only)


 


ISDA®


International Swaps and Derivatives Association,
Inc.


 


CREDIT SUPPORT ANNEX


to the Schedule to the


 





	2002 ISDA Master Agreement







 


dated as of . December 17, 2012


 


between


 


	CITIBANK, N.A	and	FLATIRON FUNDING, LLC
	(“Party A”)	 	(“Party B”)


 


This Annex supplements, forms part of,
and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement
with respect to each party.


 


Accordingly, the parties agree as follows:—


 


Paragraph 1. Interpretation 


 


(a)          Definitions
and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings specified
pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex.
In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex
will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this
Annex, Paragraph 13 will prevail.


 


(b)          Secured
Party and Pledgor. All references in this Annex to the “Secured Party” will be to either party when acting
in that capacity and all corresponding references to the “Pledgor” will be to the other party when acting in that
capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that
party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary
thereof and will not subject that support or that party as the beneficiary thereof to provisions of law generally
relating to security interests and secured parties.


 


Paragraph 2. Security Interest 


 


Each party, as the Pledgor, hereby pledges
to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing
security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received
by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,
the security interest and lien granted hereunder on that Posted Collateral will be released immediately
and, to the extent possible, without any further action by either party.


 


Copyright © 1994 by International Swaps
and Derivatives Association, Inc.


 



    	 



    	 



    

 


Paragraph 3. Credit Support Obligations



 


(a)          Delivery
Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date,
if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor
will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable
Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery Amount”
applicable to the Pledgor for any Valuation Date will equal the amount by which:


 


(i) the Credit Support Amount


 


exceeds


 


(ii) the Value as of that Valuation
Date of all Posted Credit Support held by the Secured Party.


 


(b)          Return
Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if
the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured
Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value
as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise
specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any Valuation Date
will equal the amount by which:


 


(i) the Value as of that Valuation
Date of all Posted Credit Support held by the Secured Party


 


exceeds


 


(ii) the Credit Support Amount.


 


“Credit Support Amount”
means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party’s Exposure for that Valuation
Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus
(iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however,
that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount
yields a number less than zero.


 


Paragraph 4. Conditions Precedent, Transfer
Timing, Calculations and Substitutions 


 


(a)          Conditions
Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3,
4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:


 


(i) no Event of Default, Potential
Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and


 


(ii) no Early Termination Date
for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified
Condition with respect to the other party.


 


(b)          Transfer
Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit
Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close
of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant
Transfer will be made not later than the close of business on the second Local Business Day thereafter.


 


(c)          Calculations.
All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation
Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of
its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation
Date (or in the case of Paragraph 6(d), following the date of calculation).


 



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(d)          Substitutions.


 


(i) Unless otherwise specified
in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledgor may,
on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the “Substitute Credit Support”);
and


 


(ii) subject to Paragraph 4(a),
the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later
than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support,
unless otherwise specified in Paragraph 13 (the “Substitution Date”); provided that the
Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit
Support equal to the Value as of that date of the Substitute Credit Support.


 


Paragraph 5. Dispute Resolution 


 


If a party (a “Disputing Party”)
disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer
of Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party will notify the other party
and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business
Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the
date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount
to the other party not later than the close of business on the Local Business Day following (X) the date
that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case
of (II) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve
the dispute by the Resolution Time, then:


 


(i) In the case of a dispute
involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent
will recalculate the Exposure and the Value as of the Recalculation Date by:


 


(A) utilizing any calculations
of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute;


 


(B) calculating the Exposure
for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers
for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four
quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be used for
that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction),
then the Valuation Agent’s original calculations will be used for that Transaction (or Swap Transaction); and


 


(C) utilizing the procedures
specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support.


 


(ii) In the case of a dispute
involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate
the Value as of the date of Transfer pursuant to Paragraph 13.


 


Following a recalculation pursuant to this
Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a
party) not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will,
upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject
to Paragraphs 4(a) and 4(b), make the appropriate Transfer.


 



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Paragraph 6. Holding and Using Posted
Collateral 


 


(a)          Care
Of Posted Collateral. Without limiting the Secured Party’s rights under Paragraph 6(c), the Secured Party will exercise
reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event
the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree
of care as it would exercise with respect to its own property. Except as specified in the preceding sentence,
the Secured Party will have no duty with respect to Posted Collateral, including, without limitation,
any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto.


 


(b)          Eligibility
to Hold Posted Collateral; Custodians.


 


(i) General. Subject
to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled
to hold Posted Collateral or to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon
notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor’s obligations to make any Transfer
will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed
to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting.


 


(ii) Failure to Satisfy
Conditions. If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted
Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand,
Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions
or to the Secured Party if it satisfies those conditions.


 


(iii) Liability.
The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured
Party would be liable hereunder for its own acts or omissions.


 


(c)          Use
of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the
parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an Affected
Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event
of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207
of the New York Uniform Commercial Code, have the right


to:


 


(i) sell, pledge, rehypothecate,
assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral
it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of
redemption by the Pledgor; and


 


(ii) register any Posted Collateral
in the name of the Secured Party, its Custodian or a nominee for either.


 


For purposes of the obligation to Transfer
Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies
authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and
to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.


 


(d)          Distributions
and Interest Amount.


 


(i) Distributions.
Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive Distributions on a Local Business Day, it will
Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to receive to
the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and
the date of calculation will be deemed to be a Valuation Date for this purpose).


 



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(ii) Interest
Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends
or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained
by the Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest
Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by
the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or
portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of
Cash and will be subject to the security interest granted under Paragraph 2.


 


Paragraph 7. Events of Default 


 


For purposes of Section 5(a)(iii)(l) of
this Agreement, an Event of Default will exist with respect to a party if:


 


(i) that party fails (or fails
to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, as applicable,
required to be made by it and that failure continues for two Local Business Days after notice of that failure is given
to that party;


 


(ii) that party fails to comply
with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph
6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or


 


(iii) that party fails to comply
with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure
continues for 30 days after notice of that failure is given to that party.


 


Paragraph 8. Certain Rights and Remedies



 


(a)          Secured
Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor
has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default
or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations
that are then due, the Secured Party may exercise one or more of the following rights and remedies:


 


(i) all rights and remedies available
to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;


 


(ii) any other rights and remedies
available to the Secured Party under the terms of Other Posted Support, if any;


 


(iii) the right to Set-off any
amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted
Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and


 


(iv) the right to liquidate any
Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions
with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever
of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase
any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of
the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured
Party may elect.


 


Each party acknowledges and agrees that
Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market,
and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party,
except any notice that is required under applicable law and cannot be waived.


 



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(b)          Pledgor’s
Rights and Remedies. If at any time an Early Termination Date has occurred or been designated as the result of
an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination
Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its
obligations that are then due under Section 6(e) of this Agreement):


 


(i) the Pledgor may exercise
all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured
Party;


 


(ii) the Pledgor may exercise
any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if any;


 


(iii) the Secured Party will
be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and


 


(iv) to the extent that Posted
Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor may:


 


(A) Set-off any amounts payable
by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held
by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and


 


(B) to the extent that the Pledgor
does not Set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations,
up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor.


 


(c)          Deficiencies
and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after
liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the
Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any
liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).


 


(d)          Final
Returns. When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except
for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit
Support and the Interest Amount, if any.


 


Paragraph 9. Representations 


 


Each party represents to the other party
(which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral)
that:


 


(i) it has the power to grant
a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize
the granting of that security interest and lien;


 


(ii) it is the sole owner of
or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any
security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2;


 


(iii) upon the Transfer of any
Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first
priority security interest therein (assuming that any central clearing corporation or any third-party financial intermediary or
other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes
the action required of it under applicable law for perfection of that interest); and


 


(iv) the performance by it of
its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance
on any Posted Collateral other than the security interest and lien granted under Paragraph 2.


 



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Paragraph 10. Expenses 


 


(a)          General.
Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its own costs and expenses in
connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred
by the other party in connection herewith.


 


(b)          Posted
Credit Support. The Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed
with respect to Posted Credit Support held by the Secured Party upon becoming  aware of the same, regardless of
whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except
for those taxes, assessments and charges that result from the exercise of the Secured Party’s rights under
Paragraph 6(c).


 


(c)          Liquidation/Application
of Posted Credit Support. All reasonable costs and expenses incurred by or on behalf of the Secured
Party or the Pledgor in connection with the liquidation and/or application of any Posted Credit Support under Paragraph
8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting
Party or, if there is no Defaulting Party, equally by the parties.


 


Paragraph 11. Miscellaneous 


 


(a)          Default
Interest. A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount
will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at
the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and
including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding)
the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the
basis of daily compounding and the actual number of days elapsed.


 


(b)          Further
Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing
statement, specific assignment or other document and take any other action that may be necessary or desirable
and reasonably requested by that party to create, preserve, perfect or validate any security interest or lien granted
under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted
Credit Support or an Interest Amount or to effect or document a release of a security interest on
Posted Collateral or an Interest Amount.


 


(c)          Further
Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action,
proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the
security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from
the exercise of the Secured Party’s rights under Paragraph 6(c).


 


(d)          Good
Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to,
all calculations, valuations and determinations made by either party, will be made in good faith and in
a commercially reasonable manner.


 


(e)          Demands
and Notices. All demands and notices made by a party under this Annex will be made as specified in the Notices
Section of this Agreement, except as otherwise provided in Paragraph 13.


 


(f)          Specifications
of Certain Matters. Anything referred to in this Annex as being specified in Paragraph 13 also may be specified
in one or more Confirmations or other documents and this Annex will be construed accordingly.


 



    	7



    	 



    

 


Paragraph 12. Definitions as Used in
this Annex:


 


As used in this Annex:-


 


“Cash” means
the lawful currency of the United States of America.


 


“Credit Support Amount”
has the meaning specified in Paragraph 3.


 


“Custodian” has
the meaning specified in Paragraphs 6(b)(i) and 13.


 


“Delivery Amount”
has the meaning specified in Paragraph 3(a).


 


“Disputing Party”
has the meaning specified in Paragraph 5.


 


“Distributions”
means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash
or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph
6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation
of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral,
unless otherwise specified herein.


 


“Eligible Collateral”
means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.


 


“Eligible Credit Support”
means Eligible Collateral and Other Eligible Support.


 


“Exposure” means
for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case
of a dispute, the amount, if any, that would be payable to a party that is the Secured Party by the other party
(expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative
number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated
as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using
its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in
the definition of “Market Quotation”).


 


“Independent Amount”
means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified,
zero.


 


“Interest Amount”
means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day
in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party
on that day, determined by the Secured Party for each such day as follows:


 


(x) the amount of that Cash on
that day; multiplied by


 


(y) the Interest Rate in effect
for that day; divided by


 


(z) 360.


 


“Interest Period”
means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if
no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was
Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest
Amount is to be Transferred.


 


“Interest Rate”
means the rate specified in Paragraph 13.


 


“Local Business Day,”
unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that
references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex.


 



    	8



    	 



    

 


“Minimum
Transfer Amount” means, with respect to a party, the amount specified as such for that party in Paragraph
13; if no amount is specified, zero.


 


“Notification Time”
has the meaning specified in Paragraph 13.


 


“Obligations”
means, with respect to a party, all present and future obligations of that party under this Agreement and any additional
obligations specified for that party in Paragraph 13.


 


“Other Eligible Support”
means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.


 


“Other Posted Support”
means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of
that Secured Party.


 


“Pledgor” means
either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph
3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).


 


“Posted Collateral”
means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred
to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b),
4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred
pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.


 


“Posted Credit Support”
means Posted Collateral and Other Posted Support.


 


“Recalculation Date”
means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent
Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means
the most recent Valuation Date under Paragraph 3.


 


“Resolution Time”
has the meaning specified in Paragraph 13.


 


“Return Amount”
has the meaning specified in Paragraph 3(b).


 


“Secured Party”
means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph
3(a) or (ii) holds or is deemed to hold Posted Credit Support.


 


“Specified Condition”
means, with respect to a party, any event specified as such for that party in Paragraph 13.


 


“Substitute Credit Support”
has the meaning specified in Paragraph 4(d)(i).


 


“Substitution Date”
has the meaning specified in Paragraph 4(d)(ii).


 


“Threshold” means,
with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.


 


“Transfer” means,
with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the
instructions of the Secured Party, Pledgor or Custodian, as applicable:


 


(i) in the case of Cash, payment
or delivery by wire transfer into one or more bank accounts specified by the recipient;


 


(ii) in the case of certificated
securities that cannot be paid or delivered by book-entry, payment or delivery in appropriate physical form to the
recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax
stamps and any other documents necessary to constitute a legally valid transfer to the recipient;


 


(iii) in the case of securities
that can be paid or delivered by book-entry, the giving of written instructions to the relevant depository institution
or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient
if complied with to result in a legally effective transfer of the relevant interest to the recipient; and


 


(iv) in the case of Other Eligible
Support or Other Posted Support, as specified in Paragraph 13.


 



    	9



    	 



    

 


“Valuation
Agent” has the meaning specified in Paragraph 13.


 


“Valuation Date”
means each date specified in or otherwise determined pursuant to Paragraph 13.


 


“Valuation Percentage”
means, for any item of Eligible Collateral, the percentage specified in Paragraph 13.


 


“Valuation Time”
has the meaning specified in Paragraph 13.


 


“Value” means
for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in the case of
a dispute, with respect to:


 


(i) Eligible Collateral or Posted
Collateral that is:


 


(A) Cash, the amount thereof,
and


 


(B) A security, the bid price
obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any;


 


(ii) Posted Collateral that
consists of items that are not specified as Eligible Collateral, zero; and


 


(iii) Other Eligible Support
and Other Posted Support, as specified in Paragraph 13.


 



    	10



    	 



    

 






Execution Copy


 


Paragraph 13. Elections and Variables


 


(a)          Security
Interest for "Obligations". The term "Obligations"
as used in this Annex means, with respect to the Pledgor, all present and future obligations of the Pledgor under this Agreement.


 


(b)          Credit
Support Obligations.


 


(i) Delivery Amount,
Return Amount and Credit Support Amount; Addition to Paragraph 3.


 


(A) "Delivery
Amount" has the meaning set forth in Paragraph 3(a).


 


(B) "Return Amount"
has the meaning set forth in Paragraph 3(b).


 


(C) "Credit Support
Amount" means for any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus (ii) the
aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) the Pledgor's Threshold, if any; provided
that (x) in the case where the sum of the Independent Amounts applicable to the Pledgor exceeds zero, the Credit Support Amount
will not be less than the sum of all Independent Amounts applicable to the Pledgor and (y) in all other cases, the Credit
Support Amount will be deemed to be zero whenever the calculation of the Credit Support Amount yields an amount less than zero.


 


(ii) Eligible Collateral.
The items set forth on Schedule I hereto will qualify as "Eligible Collateral" for the party specified (with
the respective Valuation Percentages set forth opposite such items in said Schedule).


 


(iii) Other
Eligible Support. Although the parties intend that Transactions entered into under the Confirmation dated December 17,
2012 (the "Subject Confirmation") shall be subject to, and interpreted and performed in accordance
with, the representations and warranties made in Clause 7 of the Subject Confirmation, in the event that any such Transaction
is for any purpose deemed to be a loan made by Party A to Party B, any Reference Obligation (as defined in the
Subject Confirmation) held by any Citibank Holder (as defined in the Subject Confirmation) as a hedge for any Transaction and
all proceeds thereof shall be deemed to be Other Eligible Support and Other Posted Support.


 


(iv) Thresholds.


 


(A) "Independent Amount"
means, with respect to Party B, and with regard to any Transaction
or group of specified Transactions, the amount as specified in the relevant Confirmation.


 


(B) "Threshold"
shall mean, with respect to Party A, not applicable., and with respect
to Party B, zero.


 


(C) "Minimum Transfer
Amount" for purposes of computing a Delivery Amount pursuant to Paragraph 3(a) and a Return Amount pursuant to Paragraph
3(b), as of any date shall be USD250,000.


 


(D) Rounding. The Delivery
Amount and the Return Amount will not be rounded.


 


(c)          Valuation
and Timing.


 


(i) "Valuation
Agent" means the Secured Party.


 


(ii) "Valuation
Date" means each Local Business Day.


 



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(iii) "Valuation
Time" means, with respect to the determination of Exposure, Value of Eligible Credit Support and Posted Credit Support,
the close of business on the Local Business Day immediately before the Valuation Date or date of calculation, as applicable.


 


(iv) "Notification Time"
means 10:00 a.m., New York time on a Valuation Date.


 


(d)          Conditions
Precedent and Secured Party's Rights and Remedies. Each Termination Event specified below with respect to a party will be a
"Specified Condition" for that party (the specified party being the Affected Party if a Termination Event
or Additional Termination Event occurs with respect to such party):


 


	 	Party A	Party B
	Illegality	 ̈	 ̈
	Tax Event	 ̈	 ̈
	Tax Event Upon Merger	 ̈	 ̈
	Credit Event Upon Merger	x	x
	Additional Termination Events specified in the Schedule to this Agreement	 ̈	x


 


(e)          Substitution.


 


(i)          "Substitution
Date" has the meaning specified in Paragraph 4(d)(ii).


 


(ii)         Transfer.
Notwithstanding anything to the contrary contained in Paragraph 4(d) of the Credit Support Annex, consent of the Secured Party
shall be required in order that a party be permitted to Transfer Substitute Credit Support hereunder, provided, however, that such
consent shall not be unreasonably withheld or delayed.


 


(f)          Dispute
Resolution.


 


(i)          "Resolution
Time" means 1:00 p.m., New York time, on the Local Business Day following the date on which notice is given that gives
rise to a dispute under Paragraph 5.


 


(ii) Value.
For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support will be calculated as follows: (A) the Value
of Posted Credit Support consisting of Cash shall be the amount thereof and (B) the Value of Posted Credit Support consisting of
a security shall be the sum of (i) (x) the arithmetic mean of the mid market quotations on the relevant date of three
nationally recognized principal market makers (which may include an affiliate of Party A) for such security chosen by the
Valuation Agent multiplied by the applicable Valuation Percentage or (y) if no quotations are available from such principal
market makers on the relevant date, the arithmetic mean of the closing bid prices on the next preceding date multiplied by the
applicable Valuation Percentage plus (ii) the accrued interest on such security (except to the extent Transferred to a party
pursuant to any applicable provision of this Agreement or included in the applicable price referred to in (i) of this clause)
as of such date.


 


(iii) Alternative.
The provisions of Paragraph 5 will apply.


 


(g)          Holding
and Using Posted Collateral.


 


(i) Eligibility
to Hold Posted Collateral; Custodians.


 


(A)         Party
B's custodian will be entitled to hold Posted Collateral Transferred to the Secured Party pursuant to Paragraph 6(b); provided
that the Secured Party is not a Defaulting Party. Any custodian selected shall be a Qualified Institution, and all Posted Collateral
shall be held only in the United States.


 



    	12



    	 



    

 


(B)         Any
Eligible Collateral Transferred by Party B as Pledgor shall be transferred to the Account (the "Collateral Account")
established under and as defined in the Account Control Agreement dated as of the date hereof, among Party A (as Secured Party),
Party B (as Pledgor), and Citibank, N.A. (as Custodian), and attached hereto as Exhibit I. Except as otherwise provided in
such Account Control Agreement, Party B will at all times cause Party A to have "control" (as such term is defined in
Section 9-104 of the Uniform Commercial Code as in effect in the State of New York) over said Account.


 


(C)         In
the event that such Custodian ceases to be a Qualified Institution or Party B otherwise wishes to have another Qualified Institution
serve as custodian, then such Posted Collateral shall be Transferred to another Qualified Institution selected by Party B, subject
to the entry by Party A, Party B and such successor custodian into an agreement in substantially the form of Exhibit I hereto.


 


(D)         "Qualified
Institution" shall mean: a trust company or commercial bank (a) with trust powers, organized under the laws of
the United States of America or any state thereof, and subject to supervision or examination by federal or state authority, having
a combined capital and surplus of at least $500,000,000; and (b) having general unsecured short-term obligations rated at
least "P-1" by Moody's or "A-2" by S&P or have outstanding long term unsecured unsubordinated debt securities
rated at least "Baa2" by Moody's or "BBB" by S&P.


 


(ii) Use of Posted
Collateral. The provisions of Paragraph 6(c) will not apply.


 


(h)          Distributions
and Interest Amount.


 


(i) Interest Rate.
The "Interest Rate" will be not applicable.


 


(ii) Transfer of
Interest Amount. Not applicable.


 


(iii) Alternative
to Interest Amount. The provisions of Paragraph 6(d)(ii) will not apply.


 


(i)          Additional
Representations.


 


(i) Notwithstanding
anything to the contrary contained herein, ("X") shall be the beneficial owner, within the meaning of the U.S. tax laws,
of any securities it shall Transfer as collateral to the other party ("Y") pursuant to the terms hereof.


 


(ii) X
shall promptly provide to Y, upon written request, any tax documentation reasonably requested by Y to allow Y to make gross interest
payments to X in respect of any Posted Collateral Transferred to Y pursuant hereto.


 


(j)          Other
Eligible Support and Other Posted Support.


 


(i) "Value"
with respect to Other Eligible Support and Other Posted Support shall not be applicable.


 


(ii) "Transfer"
with respect to Other Eligible Support and Other Posted Support shall not be applicable.


 


(k)          Demands
and Notices.


 


All demands, specifications and notices
under this Annex will be made pursuant to the Notices Section of this Annex, provided, that the address for Party A
for such purposes shall be:


 



    	13



    	 



    

 


Citibank, N.A.


Collateral Management Group


388 Greenwich Street, 11th Floor


New York, NY 10013


Telephone no. (212) 816-8090


Facsimile no. (212) 994-0728;


 


and the address for Party B for such purposes shall be:


 


Flatiron Funding, LLC


c/o CĪON Investment Corporation


3 Park Avenue, 36th Floor


New York, NY 10016


 


Attention: General Counsel


Facsimile No.: (212) 418-4739


 


(l)          Accounts


 


All Transfers of Eligible Collateral for
the benefit of Party A as Secured Party shall be made to the Collateral Account.


 


All Transfers of Posted Credit Support
to Party B shall be made to the following account:


 


To an account at a commercial bank located
in the

United States of America most recently

identified for such purpose

by Party B in a notice in Party A


 


(m)          Other
Provisions.


 


(i) Actions Hereunder.
Either party may take any actions hereunder, including liquidation rights, through its Custodian or other agent.


 


(ii) Events of Default.
Paragraph 7(i) shall be amended and restated in its entirety as follows: "(i) that party fails (or fails to cause its Custodian)
to make, when due any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount as applicable, required to be made
by it and that failure continues for one Local Business Day after notice of that failure is given to that party;"


 


(iii) Agreement
as to Single Secured Party and Pledgor. Party A and Party B agree that, notwithstanding anything to the contrary
in the recital to this Annex, Paragraph 1(b) or Paragraph 2 or the definitions in Paragraph 12, (a) the term "Secured
Party" as used in this Annex means only Party A, (b) the term "Pledgor" as used in this Annex means
only Party B, (c) only Party B makes the pledge and grant in Paragraph 2, the acknowledgment in the final sentence
of Paragraph 8(a) and the representations in Paragraph 9 and (d) only Party B will be required to make Transfers of Eligible
Credit Support hereunder.


 


(iv) Definitions
and Inconsistency. Paragraph 1(a) shall be amended by adding the following language immediately after the last sentence of
such paragraph: "In the event of any inconsistency between this Annex and a Confirmation, the Confirmation will prevail in
relation to the related Transaction or Transactions.".


 



    	14



    	 



    

 


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


 


	CITIBANK, N.A.	 	FLATIRON FUNDING, LLC
	 	 	 
	By:	/s/ Linda Cook	 	By:	/s/  Michael Reisner
	 	Name: Linda Cook	 	 	Name: Michael Reisner
	 	Title: Vice President 

          Citibank, N.A.	 	 	Title: Co-President & Co-CEO





 





Credit Support Annex – Signature Page


 








    	 



    	 



    

 


Schedule I


 


	 	Party A	 	Party B	 	Valuation
 Percentage
	 	 	 	 	 	 
	Cash	N/A	 	X	 	100%


 



    	 



    	 



    

 


Exhibit I









Account Control Agreement


 



    	 



    	 



    

 


ACCOUNT CONTROL AGREEMENT


 


THIS ACCOUNT CONTROL AGREEMENT (this
"Agreement"), dated as of December 17, 2012, by and among Flatiron Funding, LLC, a limited liability company formed
under the laws of Delaware, as pledgor (the "Pledgor"), Citibank, N.A., a national banking association organized
and existing under the laws of the United States, as secured party, (the "Secured Party"), and Citibank, N.A.,
a national banking association organized and existing under the laws of the United States (the "Bank").


 


WHEREAS, the
Pledgor and the Secured Party are parties to a 2002 ISDA Master Agreement dated as of December 17, 2012, including a Credit Support
Annex (such Credit Support Annex, as amended, supplemented and otherwise modified and in effect from time to time, the "Pledge
Agreement") to the Schedule to said Master Agreement.


 


WHEREAS, pursuant
to the Pledge Agreement the Pledgor has granted the Secured Party a security interest in account # 110440 (the "Account"),
a non-interest bearing account established and maintained by the Bank for the Pledgor.


 


WHEREAS, the
parties wish that the Bank enter into this Agreement in order to provide for the "control" (as defined in Section 9-104(a)
of the Uniform Commercial Code in effect in the State of New York ("UCC"), in the case of a deposit account or
Section 8-106 of the UCC, in the case of a security account) of the account as a means to perfect the security interest of the
Secured Party.


 


WHEREAS, capitalized
terms used herein without definition and that are defined in Article 8 or Article 9 of the UCC shall have the respective meanings
set forth therein.


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and adequacy of which is hereby irrevocably acknowledged, the parties hereto agree as follows:


 


1.
          The Account. The Pledgor and the Bank represent and
warrant to, and agree with the Secured Party that:


 


(a)          The
Bank maintains the Account for the Pledgor, and all property (including, without limitation, all funds and financial assets) held
by the Bank for the account of the Pledgor are, and will continue to be, credited to the Account. The Bank will from time to time
accept funds from the Pledgor for deposit into the Account.


 


(b)          To
the extent that cash is credited to the Account, the Account is a deposit account; and to the extent that financial assets (other
than cash) are credited to the Account, the Account is a securities account. The Bank is (i) the bank with which the Account is
maintained and (ii) the securities intermediary with respect to financial assets held in the Account. The Pledgor is (A) the Bank's
customer with respect to the Account and (B) the entitlement holder with respect to all financial assets credited from time to
time to the Account.


 



    	1



    	 



    

 


(c)          Notwithstanding
any other agreement to the contrary, the Bank's jurisdiction (including its securities intermediary's jurisdiction) with respect
to the Account for purposes of the UCC is, and will continue to be for so long as the Secured Party's security interest shall be
in effect, the State of New York.


 


(d)          The
Bank does not know of any claim to or interest in the Account or any property (including, without limitation, funds and financial
assets) credited to the Account, except for claims and interests of the parties referred to in this Agreement.


 


(e)          Notwithstanding
anything in this Agreement to the contrary, the Pledgor agrees that no assets other than cash shall be deposited into the Account
without the prior written consent of the Secured Party.


 


(f)          For
purposes of this Agreement "Business Day" shall mean any day that the Bank is open for business.


 


		2.	Control over Account. [CHECK ONE BOX ONLY]



 


The Bank shall
comply with (a) all instructions directing disposition of the funds in the Account, (b) all notifications and entitlement orders
that the Bank receives directing it to transfer or redeem any financial assets in the Account and (c) all other directions concerning
the Account, including, without limitation, directions to distribute proceeds of any such transfer or redemption of interest or
dividends on financial assets in the Account (any such instruction, notification or direction referred to in clauses (a), (b) and
(c) above being an "Account Direction"), in each case of clauses (a), (b) and (c) above originated exclusively
by:


 


 ̈          the
Pledgor, until the time that the Bank receives a notice, substantially in the form attached hereto as Exhibit A (a "Notice
Of Exclusive Control") from the Secured Party that the Secured Party is exercising its right to exclusive control over
the Account, and after such time that the Bank receives a Notice of Exclusive Control, the Secured Party, without further consent
by the Pledgor. Until the Bank receives a Notice of Exclusive Control from the Secured Party that the Secured Party will exercise
exclusive control over the Account, the Bank shall distribute to the Pledgor all interest and cash dividends on property (including,
without limitation, funds and financial assets) in the Account on a quarterly basis. If the Bank receives from the Secured Party
a Notice of Exclusive Control, the Bank shall cease complying with Account Directions of the Pledgor, and shall cease distributing
to the Pledgor any interest and dividends on property (including, without limitation, funds and financial assets) in the Account.


 


x          the
Secured Party. The Account shall be under the sole dominion and control of the Secured Party. None of the Pledgor, nor any other
person or entity, acting through or under the Pledgor, shall have any control over the use of, or any right to withdraw any amount
from, the Account.


 



    	2



    	 



    

 


Without limiting the generality of the
foregoing, (a) the Bank agrees that it will comply with all such instructions, notifications and directions originated by
the Secured Party with respect to the Account and all assets credited thereto without further consent by the Pledgor and (b) the
Bank may from time to time accept funds from the Pledgor for deposit into the Account.


 


		3.	Priority of Secured Party's Security Interest. 



 


The Bank subordinates
in favor of the Secured Party any interest, lien or right of setoff it may have, now or in the future, against the Account or assets
in the Account; provided, however, that, subject to the foregoing, the Bank may set off all amounts due to it in respect
of its expenses (including without limitation the payment of any legal fees or expenses).


 


		4.	Interest on and Investment of Funds.



 


(a)          Collected
funds from time to time standing to the credit of the Account shall remain uninvested and shall bear no interest.


 


(b)          The
Pledgor shall upon execution of this Agreement provide the Bank with a duly completed and properly executed original IRS Form W-9
(or applicable Form W-8, in the case of a non-U.S. person).


 


(c)          Citigroup,
Inc., its affiliates, and its employees are not in the business of providing tax or legal advice to any taxpayer outside of Citigroup,
Inc. and its affiliates. This Agreement and any amendments or attachments are not intended or written to be used, and cannot be
used or relied upon, by any such taxpayer or for the purpose of avoiding tax penalties. Any such taxpayer should seek advice based
on the taxpayer's particular circumstances for an independent tax advisor.


 


		5.	Concerning the Bank.



 


(a)          Bank
Duties. Each of the Pledgor and the Secured Party acknowledges and agrees that (i) the duties, responsibilities and obligations
of the Bank shall be limited to those expressly set forth in this Agreement, each of which is administrative or ministerial (and
shall not be construed to be fiduciary in nature), and no duties, responsibilities or obligations shall be inferred or implied,
(ii) the Bank shall not be responsible for any of the agreements referred to or described herein (including without limitation
the Pledge Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (iii) this
Agreement shall constitute the entire agreement of the parties with respect to the subject matter and supersedes all prior oral
or written agreements in regard thereto, (iv) the Bank shall not be required to expend or risk any of its own funds or otherwise
incur any financial or other liability in the performance of any of its duties hereunder and (v) the Bank shall not be obligated
to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless
it shall have been furnished with acceptable indemnification.


 



    	3



    	 



    

 


(b)          Standard
of Care. The Bank shall be under no duty to afford the assets in the Account any greater degree of care than it gives its own similar
property. The Bank shall not be liable for any damage, loss or injury resulting from any action taken or omitted in the absence
of its gross negligence or willful misconduct (as finally adjudicated by a court of competent jurisdiction).


 


(c)          Limitation
on Liability. Notwithstanding any other provision of this Agreement, the Bank shall not be liable (i) for any indirect, incidental,
consequential, punitive or special losses or damages, regardless of the form of action and whether or not any such losses or damages
were foreseeable or contemplated, or (ii) for the investment or reinvestment of any assets in the Account, or any liquidation
of such investment or reinvestment, executed in accordance with the terms of this Agreement, including, without limitation, any
liability for any delays (not resulting from its gross negligence or willful misconduct as finally adjudicated by a court of competent
jurisdiction) in the investment or reinvestment of the Account, any loss of interest incident to any such delays, or any loss or
penalty as a result of the liquidation of any investment before its stated maturity date.


 


(d)          Reliance.
The Bank shall be entitled to rely upon any order, judgment, certification, demand, instruction, notice, instrument, consent, authorization,
receipt, power of attorney, e-mail, .pdf or other writing delivered to it without being required to determine the authenticity
or validity thereof, or the correctness of any fact stated therein or the propriety or validity or the service thereof or the jurisdiction
of the court issuing any judgment or order. The Bank may act in reliance upon any signature believed by it to be genuine and
may assume that any person purporting to make any statement or execute any document in connection with the provisions hereof has
been duly authorized to do so.


 


(e)          Consultation.
The Bank may consult with counsel satisfactory to it, and the opinion or advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with the opinion and advice
of such counsel.


 


		6.	Compensation, Expense Reimbursement and Indemnification.



 


The Pledgor covenants
and agrees to pay the Bank's fees and expenses specified in Schedule A. All fees and expenses specified in Schedule A
shall be due and payable upon the execution of this Agreement. In addition, the Pledgor agrees to pay or reimburse the Bank promptly
following demand for any documented out-of-pocket expenses incurred by the Bank in connection with the administration of its duties
hereunder, including but not limited to any reasonable and documented attorney's fees and expenses, together with any charges for
services of an extraordinary nature hereunder that the Bank may be called upon from time to time to perform hereunder. The Pledgor
covenants and agrees to indemnify the Bank and its employees, officers, directors and agents (each, an "Indemnified Party")
for, hold each Indemnified Party harmless from, and defend each Indemnified Party against, any and all claims, losses, actions,
liabilities, costs, damages or expenses (collectively, "Losses") of any nature incurred by any Indemnified Party
arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited
to reasonable attorney's fees, tax liabilities (including any taxes, interest and penalties but excluding any income tax liabilities
associated with the Bank's fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any
tax certification provided to the Bank, and other costs and expenses of defending or preparing to defend against any claim of liability,
except to the extent such Losses shall have been finally adjudicated by a court of competent jurisdiction to have resulted solely
from the Indemnified Party's own gross negligence or willful misconduct. The foregoing indemnification and agreement to hold harmless
shall survive the termination of this Agreement and the resignation or removal of the Bank.


 



    	4



    	 



    

 


		7.	Statements, Confirmations and Notices of Adverse Claims.



 


The Bank will send
copies of all statements and confirmations for the Account simultaneously to the Pledgor and the Secured Party. The Bank will use
reasonable efforts promptly to notify the Secured Party and the Pledgor if any other person claims that it has a property interest
in the Account or any cash or financial asset standing to the credit of the Account.


 


		8.	Exclusive Benefit.



 


Except as specifically
set forth in this Agreement, this Agreement is for the exclusive benefit of the parties to this Agreement and their respective
permitted successors, and shall not be deemed to give, either expressly or implicitly, any legal or equitable right, remedy, or
claim to any other entity or person whatsoever. No party may assign any of its rights or obligations under this Agreement without
the prior written consent of the other parties.


 


		9.	Force Majeure.



 


Notwithstanding
anything contained in this Agreement to the contrary, the Bank shall not incur any liability for not performing any act or fulfilling
any obligation hereunder by reason of any occurrence beyond its control (including, without limitation, any provision of any present
or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, or the unavailability
of the Federal Reserve Bank wire services or any electronic communication facility).


 


		10.	Resignation and Removal.



 


(a)          The
Pledgor and the Secured Party may jointly remove the Bank at any time by giving to the Bank thirty (30) calendar days' prior written
notice of removal signed by an Authorized Person of each of the Pledgor and the Secured Party. The Bank may resign at any time
by giving to each of the Pledgor and the Secured Party thirty (30) calendar days' prior written notice of resignation.


 



    	5



    	 



    

 


(b)          Within
thirty (30) calendar days after giving the foregoing notice of removal to the Bank or within thirty (30) calendar days after receiving
the foregoing notice of resignation from the Bank, the Pledgor and the Secured Party shall appoint a successor bank and give notice
of such successor bank to the Bank. If a successor bank has not accepted such appointment by the end of such (i) 30-day period,
in the case of the Bank's removal, or (ii) 30-day period, in the case of the Bank's resignation, the Bank may either (A) safe
keep the assets in the Account until a successor bank is appointed, without any obligation to invest the same or continue to perform
under this Agreement, or (B) apply to a court of competent jurisdiction for the appointment of a successor bank or for other appropriate
relief.


 


(c)          Upon
receipt of notice of the identity of the successor bank, the Bank shall either deliver the assets in the Account then held hereunder
to the successor bank, less the Bank's fees, costs and expenses, or hold such assets in the Account (or any portion thereof) pending
distribution, until all such fees, costs and expenses are paid to it.


 


(d)          Upon
delivery of the assets in the Account to the successor bank, the Bank shall have no further duties, responsibilities or obligations
hereunder.


 


		11.	Governing Law; Jurisdiction; Waivers.



 


(a)          This
Agreement and the Account (including all interests, duties and obligations with respect thereto) will be governed by the laws of
the State of New York, without giving effect to conflict laws rules or principles. The parties irrevocably and unconditionally
submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State
of New York, for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding
or proceeding for the appointment of a successor bank the Bank may commence pursuant to this Agreement. The parties irrevocably
submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection
to venue or inconvenient forum for any proceeding brought in any such court.


 


(b)          The
parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right
of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service
of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment,
or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent
to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter
arising out of, or in connection with, this Agreement.


 


(c)          THE
PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING RELATING TO THIS AGREEMENT.


 



    	6



    	 



    

 


		12.	Instructions, Verification, Communications.



 


(a)          All
instructions required under this Agreement shall be delivered to the Bank in writing, in English, and may be delivered to the Bank
by facsimile or by e-mail and, if so requested by the Bank, by an original, executed by an Authorized Person of the Secured Party.
The identity of such Authorized Persons, as well as their specimen signature, title, telephone number and e-mail address, shall
be delivered to the Bank in the list of authorized signers form as set forth on Schedule B and shall remain in effect until
the applicable party, notifies Bank of any change thereto (the person(s) so designated from time to time, the "Authorized
Persons"). The Bank, Pledgor and Secured Party agree that the above constitutes a commercially reasonable security procedure
and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance
with this Agreement) from any party.


 


(b)          In
the event funds transfer instructions are given, whether in writing, by facsimile, .pdf, e-mail, or otherwise, such funds transfer
instructions should contain a selected test word also evidenced on Schedule B. Test words must contain at least 8 alphanumeric
characters, established at document execution. In addition or in lieu of test words, the Bank is authorized to seek confirmation
of such instructions by telephone call back to the applicable person(s) set forth on Schedule B and the Bank may rely upon
the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions it receives,
the Bank may record such call backs. If the Bank is unable to verify the instruction, or is not satisfied in its sole discretion
with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction.
The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received
and acknowledged by the Bank. The Pledgor and Secured Party acknowledge that these security procedures for funds transfers are
commercially reasonable.


 


(c)          To
help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions
to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Bank
will ask for information that will allow the Bank to identify relevant parties. The Pledgor and Secured Party hereby acknowledge
such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from
the Bank.


 


(d)          In accordance
with the Unlawful Internet Gambling Act (the "Act"), the Pledgor and the Secured Party may not use the Account
or other Bank facilities in the United States to process 'restricted transactions' as such term is defined in 31 CFR Section 132.2(y).
Therefore, neither the Pledgor, the Secured Party nor any person who has an ownership interest in or control over the Account may
use it to process or facilitate payments for prohibited internet gambling transactions. For more information about the Act, including
the types of transactions that are prohibited, please refer to the following link: http://www.federalreserve.gov/NEWSEVENTS/PRESS/BCREG/20081112B.HTM.


 



    	7



    	 



    

 


(e)          Notwithstanding
anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the Bank that the Bank
deems to contain confidential, proprietary, and/or sensitive information shall be encrypted. The recipient (the "E-mail
Recipient") of the encrypted email communication will be required to complete a registration process. Instructions on
how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Bank to the E-mail
Recipient. Additional information and assistance on using the encryption technology can be found at Citibank's Secure E-mail website
at www.citigroup.com/citi/citizen/finance/privacy/email.htm or by calling (866) 535-2504 (in the U.S.) or (904) 954-6181 (outside
the U.S.).


 


(f)          The
provisions of this Section 12(a)-(e) may be amended by the Bank unilaterally upon prior written notice to the Pledgor and Secured
Party, insofar as any such amendment relates to the subject matter of such provisions.


 


		13.	Amendments.



 


Except as specifically
set forth in this Agreement, any amendment of this Agreement shall be binding only if evidenced by a writing signed by each of
the parties to this Agreement.


 


		14.	Severability.



 


The invalidity,
illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability
of any other provision. If any provision of this Agreement is held to be unenforceable as a matter of law, the other provisions
shall not be affected thereby and shall remain in full force and effect.


 


		15.	Mergers and Conversions.



 


Any corporation
or entity into which the Bank may be merged or converted or with which it may be consolidated, or any corporation or entity resulting
from any merger, conversion or consolidation to which the Bank will be a party, or any corporation or entity succeeding to the
business of the Bank will be the successor of the Bank hereunder without the execution or filing of any paper with any party hereto
or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by
law to effect such succession, anything herein to the contrary notwithstanding.


 


		16.	Notices; Wiring Instructions.



 


(a)          Any
notice permitted or required hereunder shall be in writing in English, and shall be sent (i) by personal, overnight delivery by
a recognized courier or delivery service, (ii) by registered or certified mail, return receipt requested, postage prepaid, (iii)
by confirmed facsimile or (iv) by e-mail, in each case addressed to the address and person(s) designated below their respective
signature hereto (or to such other address as any such party may hereafter designate by written notice to the other parties). Notices
to the Bank shall only be deemed given upon actual receipt by the Bank.


 



    	8



    	 



    

 


(b)          Any
funds to be paid to or by the Bank hereunder shall be sent by wire transfer pursuant to the following instructions (or by such
method of payment and pursuant to such instruction as may have been given in advance and in writing to or by the Bank, as the case
may be, in accordance with Section 16(a) above):


 


If
to the Pledgor:


Any payment
to be made to the Pledgor hereunder shall be subject to the condition that the Bank shall have received notice from the Secured
Party of the account to which such payment is to be made not less than three Business Days prior to the date of such payment.


 


If
to the Secured Party:


Citibank,
N.A., New York


ABA
No.: 021-000-089


Account
No.: 00167679


Ref:
Financial Futures


 


If to the Bank:


Citibank, N.A. 


New York, NY 


ABA# 021-000-089 


Account Name: Structured Finance Incoming Wire 


DDA Account# 3617-2242


Further Credit Account# 110440


Reference: Flatiron Funding, LLC, as Pledgor


 


		17.	Counterparts.



 


This
Agreement may be executed in any number of counterparts, all of which will constitute one and the same instrument, and any party
hereto may execute this agreement by signing and delivering one or more counterparts. Facsimile or .pdf signatures on counterparts
of this Agreement shall be deemed original signatures with all rights accruing thereto except in respect to any Non-US entity,
whereby originals are required.


 


		18.	Use of Name.



 


No printed or
other material in any language, including prospectuses, notices, reports, and promotional material which mentions "Citibank",
"Citigroup" or "Citi" by name or the rights, powers, or duties of the Bank under this Agreement
shall be issued by either the Pledgor or Secured Party hereto, or on such party's behalf, without the prior written consent of
the Bank.


 


		19.	Termination.



 


This Agreement shall
terminate upon receipt by the Bank of notice from the Secured Party that its security interest in the Account and all assets therein
have terminated. Upon receipt of such notice, the Secured Party shall have no further right to originate instructions with respect
to the assets in the Account. The Bank shall, upon payment of all outstanding fees and expenses hereunder, promptly forward any
amounts held by the Bank in the Account to the Pledgor, and the Bank shall be relieved and discharged of any further responsibilities
with respect to its duties hereunder.


 



    	9



    	 



    

 


IN WITNESS WHEREOF, each of the parties
has caused this Agreement to be executed by a duly authorized representative as of the day and year first written above.


 


	 	CITIBANK, N.A.,
	 	as Bank
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Date:
	 	 
	 	Notice to:
	 	Citibank, N.A.
	 	Agency & Trust
	 	388 Greenwich Street, 14th Floor
	 	New York, NY 10013
	 	Attn.: Thomas Varcados
	 	Phone: (713) 693-6674
	 	Facsimile: (212) 657-2762
	 	Email: thomas.varcados@citi.com
	 	 
	 	FLATIRON FUNDING, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Date:
	 	 
	 	Notice to:
	 	Flatiron Funding, LLC
	 	c/o CĪON Investment Corporation
	 	3 Park Avenue, 36th Floor
	 	New York, NY 10016
	 	Attention: General Counsel
	 	Facsimile:  (212) 418-4739


 



    	10



    	 



    

 


	 	CITIBANK, N.A., as Secured Party
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Date:
	 	 	 
	 	Notice to:
	 	Citibank, N.A.
	 	388 Greenwich Street
	 	11th Floor
	 	New York, New York 10013
	 	Attention:  Director Derivative Operations
	 	Facsimile:  212-615-8594
	 	 
	 	with a copy to:
	 	Citibank, N.A.
	 	Collateral Management Group
	 	388 Greenwich Street, 11th Floor
	 	New York, NY  10013
	 	Telephone no. (212) 816-8090
	 	Facsimile no. (212) 994-0728
	 	Email: derivatives.margin@citi.com


 


List of Exhibits and Schedules


 


	Exhibit A:	Form of Notice of Exclusive Control
	Schedule A:	Bank Fee Schedule
	Schedule B:	Authorized List of Signers


 



    	11



    	 



    

 


EXHIBIT A


 


FORM OF NOTICE OF EXLUSIVE CONTROL


 


[Not
Applicable]


 



    	 



    	 



    

 


SCHEDULE A


 


BANK FEE SCHEDULE


 


Acceptance Fee:


To cover the acceptance of Bank appointment,
the review of the agreement and supporting documents submitted in connection with the execution and delivery thereof, communication
with other members of the working group:


 


$1,500 payable upon
execution and delivery of this Agreement


 


Legal Fee


 


To cover review of the Account Control
Agreement, and related legal documents by Citibank's outside counsel on behalf of Citibank Agency & Trust:


 


AT
COST           (If Applicable)


 



    	 



    	 



    

 


SCHEDULE B


 


AUTHORIZED LIST OF SIGNERS


 


This form supplements the Agreement and
related documents and applies to instructions given by facsimile (or e-mail with .pdf attachment) for securities or funds transfers
and for other purposes under the Agreement. In giving any facsimile (or e-mail with .pdf attachment) instruction as specified in
the Agreement the Pledgor and Secured Party acknowledge that facsimile (or e-mail with .pdf attachment) present a high degree of
risk or error, security and privacy. Nevertheless the Pledgor and Secured Party wish to use facsimile (or e-mail with .pdf attachment)
as a means of instruction. The Pledgor and Secured Party designate below the individuals who are authorized to initiate transfers
or other instructions by facsimile (or e-mail with .pdf attachment) on behalf of the Pledgor and Secured Party and select the security
procedures specified herein, The Pledgor and Secured Party accept the associated risks of unauthorized or erroneous instructions
and agree to be bound by such instructions whether or not actually authorized by the Pledgor and Secured Party, provided the Bank
has complied with the stated security procedure. The Pledgor and Secured Party are responsible for keeping confidential the contents
of this Schedule B. The Pledgor and Secured Party should be careful in completing this Schedule B as it may be rejected if it contains
erasures or white outs.


 


	£ New	£  Addition	£  Supersede


 


Citibank, N.A., as Secured Party


 


	 	 	 	Specimen Signature
	Name	 	 	 
	Title	 	 	 
	Phone	 	 	 
	E-mail Address	 	 	 
	 	 	 	 
	 	 	 	 
	Name	 	 	 
	Title	 	 	 
	Phone	 	 	 
	E-mail Address	 	 	 
	 	 	 	 
	 	 	 	 
	Name	 	 	 
	Title	 	 	 
	Phone	 	 	 
	E-mail Address	 	 	 
	 	 	 	 


 


Where applicable, the Bank will confirm the instructions received
by return call to one of the telephone numbers listed below.


  


	Telephone Number (including Country code)	Name
	 	 
	 	 
	 	 
	 	 


 


	 	Test
    Word	 
	 	 	 
	 	 	 


 


Test Words must contain at least 8 alphanumeric
characters, and should be established at document execution and changed each time the List of Authorized Signers/Approvers is updated.
All instructions should clearly display the Test Word, which may be used in lieu of a callback to confirm the authenticity of the
instruction. However, Bank reserves the right to perform the callback in addition to the Test Word if circumstances warrant.


 



    	 



    	 



    

 
















 


 


Execution Copy


 


ACCOUNT CONTROL AGREEMENT


 


among


 


FLATIRON FUNDING, LLC, as PLEDGOR


 


CITIBANK, N.A., as SECURED PARTY


 


and


 


CITIBANK, N.A., as BANK


 



    	 



    	 



    

 


THIS ACCOUNT CONTROL
AGREEMENT (this "Agreement"), dated as of December 17, 2012, by and among Flatiron Funding, LLC, a limited
liability company formed under the laws of Delaware, as pledgor (the "Pledgor"), Citibank, N.A., a national banking
association organized and existing under the laws of the United States, as secured party, (the "Secured Party"),
and Citibank, N.A., a national banking association organized and existing under the laws of the United States (the "Bank").


 


WHEREAS, the
Pledgor and the Secured Party are parties to a 2002 ISDA Master Agreement dated as of December 17, 2012, including a Credit Support
Annex (such Credit Support Annex, as amended, supplemented and otherwise modified and in effect from time to time, the "Pledge
Agreement") to the Schedule to said Master Agreement.


 


WHEREAS, pursuant
to the Pledge Agreement the Pledgor has granted the Secured Party a security interest in account # 110440 (the "Account"),
a non-interest bearing account established and maintained by the Bank for the Pledgor.


 


WHEREAS, the
parties wish that the Bank enter into this Agreement in order to provide for the "control" (as defined in Section 9-104(a)
of the Uniform Commercial Code in effect in the State of New York ("UCC"), in the case of a deposit account or
Section 8-106 of the UCC, in the case of a security account) of the account as a means to perfect the security interest of the
Secured Party.


 


WHEREAS, capitalized
terms used herein without definition and that are defined in Article 8 or Article 9 of the UCC shall have the respective meanings
set forth therein.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and adequacy of which is hereby irrevocably acknowledged, the parties hereto agree
as follows:


 


1.           The
Account. The Pledgor and the Bank represent and warrant to, and agree with the Secured Party that:


 


(a)          The
Bank maintains the Account for the Pledgor, and all property (including, without limitation, all funds and financial assets) held
by the Bank for the account of the Pledgor are, and will continue to be, credited to the Account. The Bank will from time to time
accept funds from the Pledgor for deposit into the Account.


 


(b)          To
the extent that cash is credited to the Account, the Account is a deposit account; and to the extent that financial assets (other
than cash) are credited to the Account, the Account is a securities account. The Bank is (i) the bank with which the Account is
maintained and (ii) the securities intermediary with respect to financial assets held in the Account. The Pledgor is (A) the Bank's
customer with respect to the Account and (B) the entitlement holder with respect to all financial assets credited from time to
time to the Account.


 



    	-1-



    	 



    

 


(c)          Notwithstanding
any other agreement to the contrary, the Bank's jurisdiction (including its securities intermediary's jurisdiction) with respect
to the Account for purposes of the UCC is, and will continue to be for so long as the Secured Party's security interest shall be
in effect, the State of New York.


 


(d)          The
Bank does not know of any claim to or interest in the Account or any property (including, without limitation, funds and financial
assets) credited to the Account, except for claims and interests of the parties referred to in this Agreement.


 


(e)          Notwithstanding
anything in this Agreement to the contrary, the Pledgor agrees that no assets other than cash shall be deposited into the Account
without the prior written consent of the Secured Party.


 


(f)          For
purposes of this Agreement "Business Day" shall mean any day that the
Bank is open for business.


 


2.           Control
over Account. [CHECK ONE BOX ONLY]


 


The Bank shall
comply with (a) all instructions directing disposition of the funds in the Account, (b) all notifications and entitlement orders
that the Bank receives directing it to transfer or redeem any financial assets in the Account and (c) all other directions concerning
the Account, including, without limitation, directions to distribute proceeds of any such transfer or redemption of interest or
dividends on financial assets in the Account (any such instruction, notification or direction referred to in clauses (a), (b) and
(c) above being an "Account Direction"), in each case of clauses (a), (b) and (c) above originated exclusively
by:


 


£         the Pledgor, until
the time that the Bank receives a notice, substantially in the form attached hereto as Exhibit A (a "Notice Of Exclusive
Control") from the Secured Party that the Secured Party is exercising its right to exclusive control over the Account,
and after such time that the Bank receives a Notice of Exclusive Control, the Secured Party, without further consent by the Pledgor.
Until the Bank receives a Notice of Exclusive Control from the Secured Party that the Secured Party will exercise exclusive control
over the Account, the Bank shall distribute to the Pledgor all interest and cash dividends on property (including, without limitation,
funds and financial assets) in the Account on a quarterly basis. If the Bank receives from the Secured Party a Notice of Exclusive
Control, the Bank shall cease complying with Account Directions of the Pledgor, and shall cease distributing to the Pledgor any
interest and dividends on property (including, without limitation, funds and financial assets) in the Account.


 


S         the
Secured Party. The Account shall be under the sole dominion and control of the Secured Party. None of the Pledgor, nor any other
person or entity, acting through or under the Pledgor, shall have any control over the use of, or any right to withdraw any amount
from, the Account.


 



    	-2-



    	 



    

 


Without limiting the generality of the
foregoing, (a) the Bank agrees that it will comply with all such instructions, notifications and directions originated by
the Secured Party with respect to the Account and all assets credited thereto without further consent by the Pledgor and (b) the
Bank may from time to time accept funds from the Pledgor for deposit into the Account.


 


3.           Priority
of Secured Party's Security Interest. 


 


The Bank subordinates
in favor of the Secured Party any interest, lien or right of setoff it may have, now or in the future, against the Account or assets
in the Account; provided, however, that, subject to the foregoing, the Bank may set off all amounts due to it in respect
of its expenses (including without limitation the payment of any legal fees or expenses).


 


4.           Interest
on and Investment of Funds.


 


(a)          Collected
funds from time to time standing to the credit of the Account shall remain uninvested and shall bear no interest.


 


(b)          The
Pledgor shall upon execution of this Agreement provide the Bank with a duly completed and properly executed original IRS Form W-9
(or applicable Form W-8, in the case of a non-U.S. person).


 


(c)          Citigroup,
Inc., its affiliates, and its employees are not in the business of providing tax or legal advice to any taxpayer outside of Citigroup,
Inc. and its affiliates. This Agreement and any amendments or attachments are not intended or written to be used, and cannot be
used or relied upon, by any such taxpayer or for the purpose of avoiding tax penalties. Any such taxpayer should seek advice based
on the taxpayer's particular circumstances for an independent tax advisor.


 


5.           Concerning
the Bank.


 


(a)          Bank
Duties. Each of the Pledgor and the Secured Party acknowledges and agrees that (i) the duties, responsibilities and obligations
of the Bank shall be limited to those expressly set forth in this Agreement, each of which is administrative or ministerial (and
shall not be construed to be fiduciary in nature), and no duties, responsibilities or obligations shall be inferred or implied,
(ii) the Bank shall not be responsible for any of the agreements referred to or described herein (including without limitation
the Pledge Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (iii) this
Agreement shall constitute the entire agreement of the parties with respect to the subject matter and supersedes all prior oral
or written agreements in regard thereto, (iv) the Bank shall not be required to expend or risk any of its own funds or otherwise
incur any financial or other liability in the performance of any of its duties hereunder and (v) the Bank shall not be obligated
to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless
it shall have been furnished with acceptable indemnification.


 



    	-3-



    	 



    

 


(b)          Standard
of Care. The Bank shall be under no duty to afford the assets in the Account any greater degree of care than it gives its own similar
property. The Bank shall not be liable for any damage, loss or injury resulting from any action taken or omitted in the absence
of its gross negligence or willful misconduct (as finally adjudicated by a court of competent jurisdiction).


 


(c)          Limitation
on Liability. Notwithstanding any other provision of this Agreement, the Bank shall not be liable (i) for any indirect, incidental,
consequential, punitive or special losses or damages, regardless of the form of action and whether or not any such losses or damages
were foreseeable or contemplated, or (ii) for the investment or reinvestment of any assets in the Account, or any liquidation
of such investment or reinvestment, executed in accordance with the terms of this Agreement, including, without limitation, any
liability for any delays (not resulting from its gross negligence or willful misconduct as finally adjudicated by a court of competent
jurisdiction) in the investment or reinvestment of the Account, any loss of interest incident to any such delays, or any loss or
penalty as a result of the liquidation of any investment before its stated maturity date.


 


(d)          Reliance.
The Bank shall be entitled to rely upon any order, judgment, certification, demand, instruction, notice, instrument, consent, authorization,
receipt, power of attorney, e-mail, .pdf or other writing delivered to it without being required to determine the authenticity
or validity thereof, or the correctness of any fact stated therein or the propriety or validity or the service thereof or the jurisdiction
of the court issuing any judgment or order. The Bank may act in reliance upon any signature believed by it to be genuine and
may assume that any person purporting to make any statement or execute any document in connection with the provisions hereof has
been duly authorized to do so.


 


(e)          Consultation.
The Bank may consult with counsel satisfactory to it, and the opinion or advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with the opinion and advice
of such counsel.


 


6.           Compensation,
Expense Reimbursement and Indemnification.


 


The Pledgor covenants
and agrees to pay the Bank's fees and expenses specified in Schedule A. All fees and expenses specified in Schedule A
shall be due and payable upon the execution of this Agreement. In addition, the Pledgor agrees to pay or reimburse the Bank promptly
following demand for any documented out-of-pocket expenses incurred by the Bank in connection with the administration of its duties
hereunder, including but not limited to any reasonable and documented attorney's fees and expenses, together with any charges for
services of an extraordinary nature hereunder that the Bank may be called upon from time to time to perform hereunder. The Pledgor
covenants and agrees to indemnify the Bank and its employees, officers, directors and agents (each, an "Indemnified Party")
for, hold each Indemnified Party harmless from, and defend each Indemnified Party against, any and all claims, losses, actions,
liabilities, costs, damages or expenses (collectively, "Losses") of any nature incurred by any Indemnified Party
arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited
to reasonable attorney's fees, tax liabilities (including any taxes, interest and penalties but excluding any income tax liabilities
associated with the Bank's fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any
tax certification provided to the Bank, and other costs and expenses of defending or preparing to defend against any claim of liability,
except to the extent such Losses shall have been finally adjudicated by a court of competent jurisdiction to have resulted solely
from the Indemnified Party's own gross negligence or willful misconduct. The foregoing indemnification and agreement to hold harmless
shall survive the termination of this Agreement and the resignation or removal of the Bank.


 



    	-4-



    	 



    

 


7.           Statements,
Confirmations and Notices of Adverse Claims.


 


The Bank will send
copies of all statements and confirmations for the Account simultaneously to the Pledgor and the Secured Party. The Bank will use
reasonable efforts promptly to notify the Secured Party and the Pledgor if any other person claims that it has a property interest
in the Account or any cash or financial asset standing to the credit of the Account.


 


8.           Exclusive
Benefit.


 


Except as
specifically set forth in this Agreement, this Agreement is for the exclusive benefit of the parties to this Agreement and their
respective permitted successors, and shall not be deemed to give, either expressly or implicitly, any legal or equitable right,
remedy, or claim to any other entity or person whatsoever. No party may assign any of its rights or obligations under this Agreement
without the prior written consent of the other parties.


 


9.           Force
Majeure.


 


Notwithstanding
anything contained in this Agreement to the contrary, the Bank shall not incur any liability for not performing any act or fulfilling
any obligation hereunder by reason of any occurrence beyond its control (including, without limitation, any provision of any present
or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, or the unavailability
of the Federal Reserve Bank wire services or any electronic communication facility).


 


10.         Resignation
and Removal.


 


(a)          The
Pledgor and the Secured Party may jointly remove the Bank at any time by giving to the Bank thirty (30) calendar days' prior written
notice of removal signed by an Authorized Person of each of the Pledgor and the Secured Party. The Bank may resign at any time
by giving to each of the Pledgor and the Secured Party thirty (30) calendar days' prior written notice of resignation.


 



    	-5-



    	 



    

 


(b)          Within
thirty (30) calendar days after giving the foregoing notice of removal to the Bank or within thirty (30) calendar days after receiving
the foregoing notice of resignation from the Bank, the Pledgor and the Secured Party shall appoint a successor bank and give notice
of such successor bank to the Bank. If a successor bank has not accepted such appointment by the end of such (i) 30-day period,
in the case of the Bank's removal, or (ii) 30-day period, in the case of the Bank's resignation, the Bank may either (A)
safe keep the assets in the Account until a successor bank is appointed, without any obligation to invest the same or continue
to perform under this Agreement, or (B) apply to a court of competent jurisdiction for the appointment of a successor bank or
for other appropriate relief.


 


(c)          Upon
receipt of notice of the identity of the successor bank, the Bank shall either deliver the assets in the Account then held hereunder
to the successor bank, less the Bank's fees, costs and expenses, or hold such assets in the Account (or any portion thereof) pending
distribution, until all such fees, costs and expenses are paid to it.


 


(d)          Upon
delivery of the assets in the Account to the successor bank, the Bank shall have no further duties, responsibilities or obligations
hereunder.


 


11.         Governing
Law; Jurisdiction; Waivers.


 


(a)          This
Agreement and the Account (including all interests, duties and obligations with respect thereto) will be governed by the laws of
the State of New York, without giving effect to conflict laws rules or principles. The parties irrevocably and unconditionally
submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State
of New York, for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding
or proceeding for the appointment of a successor bank the Bank may commence pursuant to this Agreement. The parties irrevocably
submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection
to venue or inconvenient forum for any proceeding brought in any such court.


 


(b)          The
parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right
of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service
of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment,
or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent
to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter
arising out of, or in connection with, this Agreement.


 


(c)          THE
PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING RELATING TO THIS AGREEMENT.


 



    	-6-



    	 



    

 


12.         Instructions,
Verification, Communications.


 


(a)          All
instructions required under this Agreement shall be delivered to the Bank in writing, in English, and may be delivered to the Bank
by facsimile or by e-mail and, if so requested by the Bank, by an original, executed by an Authorized Person of the Secured Party.
The identity of such Authorized Persons, as well as their specimen signature, title, telephone number and e-mail address, shall
be delivered to the Bank in the list of authorized signers form as set forth on Schedule B and shall remain in effect until
the applicable party, notifies Bank of any change thereto (the person(s) so designated from time to time, the "Authorized
Persons"). The Bank, Pledgor and Secured Party agree that the above constitutes a commercially reasonable security procedure
and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance
with this Agreement) from any party.


 


(b)          In
the event funds transfer instructions are given, whether in writing, by facsimile, .pdf, e-mail, or otherwise, such funds transfer
instructions should contain a selected test word also evidenced on Schedule B. Test words must contain at least 8 alphanumeric
characters, established at document execution. In addition or in lieu of test words, the Bank is authorized to seek confirmation
of such instructions by telephone call back to the applicable person(s) set forth on Schedule B and the Bank may rely upon
the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions it receives,
the Bank may record such call backs. If the Bank is unable to verify the instruction, or is not satisfied in its sole discretion
with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction.
The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received
and acknowledged by the Bank. The Pledgor and Secured Party acknowledge that these security procedures for funds transfers are
commercially reasonable.


 


(c)          To
help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions
to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Bank
will ask for information that will allow the Bank to identify relevant parties. The Pledgor and Secured Party hereby acknowledge
such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from
the Bank.


 


(d)          In accordance with the Unlawful Internet Gambling Act (the "Act"), the Pledgor and the Secured Party may not
use the Account or other Bank facilities in the United States to process 'restricted transactions' as such term is defined in 31
CFR Section 132.2(y). Therefore, neither the Pledgor, the Secured Party nor any person who has an ownership interest in or control
over the Account may use it to process or facilitate payments for prohibited internet gambling transactions. For more information
about the Act, including the types of transactions that are prohibited, please refer to the following link: http://www.federalreserve.gov/NEWSEVENTS/PRESS/BCREG/20081112B.HTM.


 



    	-7-



    	 



    

 


(e)          Notwithstanding
anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the Bank that the Bank
deems to contain confidential, proprietary, and/or sensitive information shall be encrypted. The recipient (the "E-mail
Recipient") of the encrypted email communication will be required to complete a registration process. Instructions on
how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Bank to the E-mail
Recipient. Additional information and assistance on using the encryption technology can be found at Citibank's Secure E-mail website
at www.citigroup.com/citi/citizen/finance/privacy/email.htm or by calling (866) 535-2504 (in the U.S.) or (904) 954-6181 (outside
the U.S.).


 


(f)          The
provisions of this Section 12(a)-(e) may be amended by the Bank unilaterally upon prior written notice to the Pledgor and Secured
Party, insofar as any such amendment relates to the subject matter of such provisions.


 


13.         Amendments.


 


Except as specifically
set forth in this Agreement, any amendment of this Agreement shall be binding only if evidenced by a writing signed by each of
the parties to this Agreement.


 


14.         Severability.


 


The invalidity,
illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability
of any other provision. If any provision of this Agreement is held to be unenforceable as a matter of law, the other provisions
shall not be affected thereby and shall remain in full force and effect.


 


15.         Mergers
and Conversions.


 


Any corporation
or entity into which the Bank may be merged or converted or with which it may be consolidated, or any corporation or entity resulting
from any merger, conversion or consolidation to which the Bank will be a party, or any corporation or entity succeeding to the
business of the Bank will be the successor of the Bank hereunder without the execution or filing of any paper with any party hereto
or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by
law to effect such succession, anything herein to the contrary notwithstanding.


 


16.         Notices;
Wiring Instructions.


 


(a)          Any
notice permitted or required hereunder shall be in writing in English, and shall be sent (i) by personal, overnight delivery by
a recognized courier or delivery service, (ii) by registered or certified mail, return receipt requested, postage prepaid, (iii)
by confirmed facsimile or (iv) by e-mail, in each case addressed to the address and person(s) designated below their respective
signature hereto (or to such other address as any such party may hereafter designate by written notice to the other parties). Notices
to the Bank shall only be deemed given upon actual receipt by the Bank. 


 



    	-8-



    	 



    

 


(b)          Any
funds to be paid to or by the Bank hereunder shall be sent by wire transfer pursuant to the following instructions (or by such
method of payment and pursuant to such instruction as may have been given in advance and in writing to or by the Bank, as the case
may be, in accordance with Section 16(a) above):


 


If to the Pledgor:


Any payment to be made to
the Pledgor hereunder shall be subject to the condition that the Bank shall have received notice from the Secured Party of the
account to which such payment is to be made not less than three Business Days prior to the date of such payment.


 


If to the Secured
Party:


Citibank, N.A.,
New York


ABA No.: 021-000-089


Account No.: 00167679


Ref: Financial
Futures


 


If to the Bank:


Citibank, N.A. 


New York, NY 


ABA# 021-000-089 


Account Name: Structured Finance Incoming Wire 


DDA Account# 3617-2242


Further Credit Account# 110440 


Reference:  Flatiron
Funding, LLC as Pledgor 


 


17.         Counterparts.


 


This Agreement may
be executed in any number of counterparts, all of which will constitute one and the same instrument, and any party hereto may execute
this agreement by signing and delivering one or more counterparts. Facsimile or .pdf signatures on counterparts of this Agreement
shall be deemed original signatures with all rights accruing thereto except in respect to any Non-US entity, whereby originals
are required.


 


18.         Use
of Name.


 


No printed
or other material in any language, including prospectuses, notices, reports, and promotional material which mentions "Citibank",
"Citigroup" or "Citi" by name or the rights, powers, or duties of the Bank under this Agreement
shall be issued by either the Pledgor or Secured Party hereto, or on such party's behalf, without the prior written consent of
the Bank.


 



    	-9-



    	 



    

 


19.         Termination.


 


This Agreement shall
terminate upon receipt by the Bank of notice from the Secured Party that its security interest in the Account and all assets therein
have terminated. Upon receipt of such notice, the Secured Party shall have no further right to originate instructions with respect
to the assets in the Account. The Bank shall, upon payment of all outstanding fees and expenses hereunder, promptly forward any
amounts held by the Bank in the Account to the Pledgor, and the Bank shall be relieved and discharged of any further responsibilities
with respect to its duties hereunder.


 



    	-10-



    	 



    

 


IN WITNESS WHEREOF, each of the parties
has caused this Agreement to be executed by a duly authorized representative as of the day and year first written above.


 


	 	CITIBANK, N.A.,
	 	as Bank


 


	 	By:	/s/ Jacqueline Suarez
	 	 	Name: Jacqueline Suarez
	 	 	Title: Vice President
	 	 	Date: 12-17-2012


 


	 	Notice to:
	 	Citibank, N.A.
	 	Agency & Trust
	 	388 Greenwich Street, 14th Floor
	 	New York, NY 10013
	 	Attn.: Thomas Varcados
	 	Phone: (713) 693-6674
	 	Facsimile: (212) 657-2762
	 	Email: thomas.varcados@citi.com


 


	 	FLATIRON FUNDING, LLC


 


	 	By:	/s/ Michael Reisner
	 	 	Name: Michael Reisner
	 	 	Title: Co-President & Co-CEO
	 	 	Date: December 17, 2012


 


	 	Notice to:
	 	Flatiron Funding, LLC
	 	c/o CĪON Investment Corporation
	 	3 Park Avenue, 36th Floor
	 	New York, NY 10016
	 	Attention:  General Counsel
	 	Facsimile:  (212) 418-4739


 



    	-11-



    	 



    

 


	 	CITIBANK, N.A., as Secured Party


 


	 	By:	/s/ Linda Cook
	 	 	Name: Linda Cook
	 	 	Title: Vice President
	 	 	          Citibank, N.A.
	 	 	Date: 


 


	 	Notice to:
	 	Citibank, N.A.
	 	388 Greenwich Street
	 	11th Floor
	 	New York, New York 10013
	 	Attention:  Director Derivative Operations
	 	Facsimile:  212-615-8594
	 	 
	 	with a copy to:
	 	Citibank, N.A.
	 	Collateral Management Group
	 	388 Greenwich Street, 11th Floor
	 	New York, NY  10013
	 	Telephone no. (212) 816-8090
	 	Facsimile no. (212) 994-0728
	 	Email:  derivatives.margin@citi.com


 


List of Exhibits and Schedules


 


	Exhibit A:	Form of Notice of Exclusive Control
	Schedule A:	Bank Fee Schedule
	Schedule B:	Authorized List of Signers


 



    	-12-



    	 



    

 


EXHIBIT A


 


FORM OF NOTICE OF EXLUSIVE CONTROL


 


[Not
Applicable]


 



    	 



    	 



    

 


SCHEDULE A


 


BANK FEE SCHEDULE


 


Acceptance Fee:


To cover the acceptance of Bank appointment,
the review of the agreement and supporting documents submitted in connection with the execution and delivery thereof, communication
with other members of the working group:


 


$1,500 payable upon
execution and delivery of this Agreement


 


Legal Fee


To cover review of the Account Control
Agreement, and related legal documents by Citibank's outside counsel on behalf of Citibank Agency & Trust:


 


	 	AT COST	(If Applicable)


 



    	 



    	 



    

SCHEDULE B


 


AUTHORIZED LIST OF SIGNERS


 


This form supplements the Agreement and
related documents and applies to instructions given by facsimile (or e-mail with .pdf attachment) for securities or funds transfers
and for other purposes under the Agreement. In giving any facsimile (or e-mail with .pdf attachment) instruction as specified in
the Agreement the Pledgor and Secured Party acknowledge that facsimile (or e-mail with .pdf attachment) present a high degree of
risk or error, security and privacy. Nevertheless the Pledgor and Secured Party wish to use facsimile (or e-mail with .pdf attachment)
as a means of instruction. The Pledgor and Secured Party designate below the individuals who are authorized to initiate transfers
or other instructions by facsimile (or e-mail with .pdf attachment) on behalf of the Pledgor and Secured Party and select the security
procedures specified herein, The Pledgor and Secured Party accept the associated risks of unauthorized or erroneous instructions
and agree to be bound by such instructions whether or not actually authorized by the Pledgor and Secured Party, provided the Bank
has complied with the stated security procedure. The Pledgor and Secured Party are responsible for keeping confidential the contents
of this Schedule B. The Pledgor and Secured Party should be careful in completing this Schedule B as it may be rejected if it contains
erasures or white outs.


 


	 ̈ New	 ̈ Addition	 ̈ Supersede


 


Citibank, N.A., as Secured Party


	 	 	 	Specimen Signature
	Name	 	 	 
	Title	 	 	 
	Phone	 	 	 
	E-mail Address	 	 	 
	 	 	 	 
	Name	 	 	 
	Title	 	 	 
	Phone	 	 	 
	E-mail Address	 	 	 
	 	 	 	 
	Name	 	 	 
	Title	 	 	 
	Phone	 	 	 
	E-mail Address	 	 	 


 


Where applicable, the Bank will confirm the instructions received
by return call to one of the telephone numbers listed below.


 


	Telephone Number (including Country code)	Name
	 	 
	 	 
	 	 
	 	 


 


Test
Word


 


	 


 


Test Words must contain at least 8 alphanumeric
characters, and should be established at document execution and changed each time the List of Authorized Signers/Approvers is updated.
All instructions should clearly display the Test Word, which may be used in lieu of a callback to confirm the authenticity of the
instruction. However, Bank reserves the right to perform the callback in addition to the Test Word if circumstances warrant.