Exhibit 10.4

 



CUSTODY   AGREEMENT dated as of May 3, 2017 by and between FLAT ROCK CAPITAL CORP.   (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)


    




 










TABLE OF   CONTENTS Page 1. DEFINITIONS 1 2. APPOINTMENT OF CUSTODIAN 5 3. DUTIES OF   CUSTODIAN 6 4. REPORTING 13 5. DEPOSIT IN U.S. SECURITIES SYSTEMS 14 6.   RESERVED 14 7. CERTAIN GENERAL TERMS 14 8. COMPENSATION OF CUSTODIAN 17 9.   RESPONSIBILITY OF CUSTODIAN 17 10. SECURITY CODES 20 11. TAX LAW 20 12.   EFFECTIVE PERIOD AND TERMINATION 21 13. REPRESENTATIONS AND WARRANTIES 21 14.   PARTIES IN INTEREST; NO THIRD PARTY BENEFIT 22 15. NOTICES 22 16. CHOICE OF   LAW AND JURISDICTION 23 17. ENTIRE AGREEMENT; COUNTERPARTS 23 18. AMENDMENT;   WAIVER 23 19. SUCCESSOR AND ASSIGNS 24 20. SEVERABILITY 24 21. REQUEST FOR   INSTRUCTIONS 24 22. OTHER BUSINESS 24 23. REPRODUCTION OF DOCUMENTS 25 24.   MISCELLANEOUS 25 SCHEDULES SCHEDULE A - Trade Confirmation SCHEDULE B -   Initial Authorized Persons i


    




 










THIS CUSTODY   AGREEMENT (this “Agreement”) is dated as of May 3, 2017 and is by and between   Flat Rock Capital Corp. (and any successor or permitted assign), a   corporation organized under the laws of the Maryland, and U.S. BANK NATIONAL   ASSOCIATION (or any successor or permitted assign acting as custodian   hereunder, the “Custodian”), a national banking association. RECITALS   WHEREAS, the Company is a closed-end management investment company under the   Investment Company Act of 1940, as amended (the “1940 Act”); WHEREAS, the   Company desires to retain U.S. Bank National Association to act as custodian   for the Company and each Subsidiary hereafter identified to the Custodian;   WHEREAS, the Company desires that certain of the Company’s Securities (as   defined below) and cash be held and administered by the custodian pursuant to   this Agreement; and NOW THEREFORE, in consideration of the mutual covenants   and agreements contained herein, the parties hereto agree as follows: 1.   DEFINITIONS 1.1 Defined Terms. In addition to terms expressly defined   elsewhere herein, the following words shall have the following meanings as   used in this Agreement: “Account” or “Accounts” means the Cash Account, the   Securities Account, any Subsidiary Cash Account and any Subsidiary Securities   Account, collectively. “Agreement” means this Custody Agreement (as the same   may be amended from time to time in accordance with the terms hereof).   “Authorized Person” has the meaning set forth in Section 7.4. “Business Day”   means a day on which the Custodian or the relevant sub-custodian is open for   business in the market or country in which a transaction is to take place.   “Cash Account” means the trust accounts to be established at the Custodian to   which the Custodian shall deposit and hold any cash Proceeds received by it   from time to time from or with respect to the Securities or the sale of the   common stock of the Company, as applicable, which accounts shall be   designated the “Flat Rock Capital Corp. Cash Interest Proceeds Account” and   the “Flat Rock Capital Corp. Cash Principal Proceeds Account.” “Company”   means Flat Rock Capital Corp., its successors or permitted assigns.   “Confidential Information” means any databases, computer programs, screen   formats, screen designs, report formats, interactive design techniques, and   other similar or related information that may be furnished to the Company by   the Custodian from time to time pursuant to this Agreement. 1


    




 










“Custodian” has   the meaning set forth in the first paragraph of this Agreement. “Eligible   Investment” means any investment that at the time of its acquisition is one   or more of the following: (a) United States government and agency   obligations; (b) commercial paper having a rating assigned to such commercial   paper by Standard & Poor’s Rating Services or Moody’s Investor Service,   Inc. (or, if neither such organization shall rate such commercial paper at   such time, by any nationally recognized rating organization in the United   States of America) equal to one of the two highest ratings assigned by such   organization, it being understood that as of the date hereof such ratings by   Standard & Poor’s Rating Services are “A1+” and “A1” and such ratings by   Moody’s Investor Service, Inc. are “P1” and “P2”; (c) interest bearing   deposits in United States dollars in United States banks with an unrestricted   surplus of at least U.S. $250,000,000, maturing within one year; and (d)   money market funds (including funds of the bank serving as Custodian or its   affiliates) or United States government securities funds designed to maintain   a fixed share price and high liquidity. “Eligible Securities Depository” has   the meaning set forth in Section (b)(1) of Rule 17f-7 under the 1940 Act.   “Federal Reserve Bank Book-Entry System” means a depository and securities   transfer system operated by the Federal Reserve Bank of the United States on   which are eligible to be held all United States Government direct obligation   bills, notes and bonds. “Financing Documents” has the meaning set forth in   Section 3.3(b)(ii). “Loan” means any U.S. dollar denominated commercial loan,   or participation therein, made by a bank or other financial institution that   by its terms provides for payments of principal and/or interest, including   discount obligations and payment-in-kind obligations, acquired by the Company   from time to time. “Loan Assignment Agreement” has the meaning set forth in   Section 3.3(b)(ii). “Noteless Loan” means a Loan with respect to which (i)   the related loan agreement does not require the obligor to execute and   deliver an Underlying Note to evidence the indebtedness created under such   Loan and (ii) no Underlying Notes are outstanding with respect to the portion   of the Loan transferred to the issuer or the prior holder of record.   “Participation” means an interest in a Loan that is acquired indirectly by way   of a participation from a selling institution. “Person” means any individual,   corporation, partnership, limited liability company, joint venture,   association, joint stock company, trust (including any beneficiary thereof) 2


    




 










unincorporated   organization, or any government or agency or political subdivision thereof.   “Proceeds” means, collectively, (i) the net cash proceeds to the Company of   the initial public offering by the Company and any subsequent offering by the   Company of any class of securities issued by the Company, (ii) cash   distributions, earnings, dividends, fees and other cash payments paid on the   Securities (or, as applicable, Subsidiary Securities) by or on behalf of the   issuer or obligor thereof, or applicable paying agent, (iii) the net cash   proceeds of the sale or other disposition of the Securities (or, as   applicable, Subsidiary Securities) pursuant to the terms of this Agreement   (and any Reinvestment Earnings from investment of the foregoing, as defined   in Section 3.6(b) hereof) and (iv) the net cash proceeds to the Company of   any borrowing or other financing by the Company. “Proper Instructions” means   instructions (including Trade Confirmations) received by the Custodian in   form acceptable to it, from the Company, or any Person duly authorized by the   Company in any of the following forms acceptable to the Custodian: (a) in   writing signed by an Authorized Person (and delivered by hand, by mail, by   overnight courier or by telecopier); (b) by electronic mail from an Authorized   Person; (c) in a communication utilizing access codes effected between   electro mechanical or electronic devices; or (d) such other means as may be   agreed upon from time to time by the Custodian and the party giving such   instructions, including oral instructions. “Reinvestment Earnings” has the   meaning set forth in Section 3.6. “Securities” means, collectively, the (i)   investments, including Loans, acquired by the Company and delivered to the   Custodian by the Company from time to time during the term of, and pursuant   to the terms of, this Agreement and (ii) all dividends in kind (e.g.,   non-cash dividends) from the investments described in clause (i). “Securities   Account” means the segregated trust account to be established at the   Custodian to which the Custodian shall deposit or credit and hold the   Securities (other than Loans) received by it pursuant to this Agreement,   which account shall be designated the “Flat Rock Capital Corp. Securities   Custody Account”. “Securities Depository” means The Depository Trust Company   and any other clearing agency registered with the Securities and Exchange   Commission under Section 17A of the Securities Exchange Act of 1934, as   amended (the “1934 Act”), which acts as a system for the central handling of   Securities where all Securities of any particular class or series of an   issuer deposited within the system are treated as fungible and may be   transferred or pledged by bookkeeping entry without physical delivery of the   Securities. 3


    




 










“Securities   System” means the Federal Reserve Book-Entry System, a clearing agency which   acts as a Securities Depository, or another book entry system for the central   handling of securities (including an Eligible Securities Depository). “Street   Delivery Custom” means a custom of the United States securities market to   deliver securities which are being sold to the buying broker for examination   to determine that the securities are in proper form. “Street Name” means the   form of registration in which the securities are held by a broker who is   delivering the securities to another broker for the purposes of sale, it   being an accepted custom in the United States securities industry that a   security in Street Name is in proper form for delivery to a buyer and that a   security may be re-registered by a buyer in the ordinary course. “Subsidiary”   means, collectively, any wholly owned subsidiary of the Company identified to   the Custodian by the Company. “Subsidiary Cash Account” shall have the   meaning set forth in Section 3.13(b). “Subsidiary Securities” collectively,   the (i) investments, including Loans, acquired by a Subsidiary and delivered   to the Custodian from time to time during the term of, and pursuant to the   terms of, this Agreement and (ii) all dividends in kind (e.g., non-cash dividends)   from the investments described in clause (i). “Subsidiary Securities Account”   shall have the meaning set forth in Section 3.13(a). “Trade Confirmation”   means a confirmation to the Custodian from the Company of the Company’s   acquisition of a Loan, and setting forth applicable information with respect   to such Loan, which confirmation may be in the form of Schedule A attached   hereto and made a part hereof, subject to such changes or additions as may be   agreed to by, or in such other form as may be agreed to by, the Custodian and   the Company from time to time. “UCC” shall have the meaning set forth in   Section 3.3(b)(ii). “Underlying Note” means the one or more promissory notes   executed by an obligor to evidence a Loan. 1.2 Construction. In this Agreement   unless the contrary intention appears: (a) any reference to this Agreement or   another agreement or instrument refers to such agreement or instrument as the   same may be amended, modified or otherwise rewritten from time to time; (b) a   reference to a statute, ordinance, code or other law includes regulations and   other instruments under it and consolidations, amendments, re-enactments or   replacements of any of them; 4


    




 










(c) any term   defined in the singular form may be used in, and shall include, the plural   with the same meaning, and vice versa; (d) a reference to a Person includes a   reference to the Person’s executors, successors and permitted assigns; (e) an   agreement, representation or warranty in favor of two or more Persons is for   the benefit of them jointly and severally; (f) an agreement, representation   or warranty on the part of two or more Persons binds them jointly and   severally; (g) a reference to the term “including” means “including, without   limitation,” and (h) a reference to any accounting term is to be interpreted   in accordance with generally accepted principles and practices in the United   States, consistently applied, unless otherwise instructed by the Company. 1.3   Headings. Headings are inserted for convenience and do not affect the   interpretation of this Agreement. 2. APPOINTMENT OF CUSTODIAN 2.1 Appointment   and Acceptance. The Company hereby appoints the Custodian as custodian of   certain Securities and cash owned by the Company and the Subsidiaries (as   applicable) and delivered to the Custodian from time to time during the   period of this Agreement, on the terms and conditions set forth in this   Agreement (which shall include any addendum hereto which is hereby   incorporated herein and made a part of this Agreement), and the Custodian   hereby accepts such appointment and agrees to perform the services and duties   set forth in this Agreement with respect to it subject to and in accordance   with the provisions hereof. 2.2 Instructions. The Company agrees that it   shall from time to time provide, or cause to be provided, to the Custodian   all necessary instructions and information, and shall respond promptly to all   inquiries and requests of the Custodian, as may reasonably be necessary to   enable the Custodian to perform its duties hereunder. 2.3 Company Responsible   For Directions. The Company is solely responsible for directing the Custodian   with respect to deposits to, withdrawals from and transfers to or from the   Account. Without limiting the generality of the foregoing, the Custodian has   no responsibility for the Company’s compliance with the 1940 Act, any   restrictions, covenants, limitations or obligations to which the Company may   be subject or for which it may have obligations to third-parties in respect   of the Account, and the Custodian shall have no liability for the application   of any funds made at the direction of the Company. The Company shall be   solely responsible for properly instructing all applicable payors to make all   appropriate payments to the Custodian for deposit to the 5


    




 










Account, and   for properly instructing the Custodian with respect to the allocation or   application of all such deposits. 3. DUTIES OF CUSTODIAN 3.1 Segregation. All   Securities and non-cash property held by the Custodian, as applicable, for   the account of the Company (other than Securities maintained in a Securities   Depository or Securities System) shall be physically segregated from other   Securities and non-cash property in the possession of the Custodian and shall   be identified as subject to this Agreement. 3.2 Securities Custody Account.   The Custodian shall open and maintain in its trust department a segregated   trust account in the name of the Company, subject only to order of the   Custodian, in which the Custodian shall enter and carry, subject to Section   3.3(b), all Securities (other than Loans), cash and other assets of the   Company which are delivered to it in accordance with this Agreement. For   avoidance of doubt, the Custodian shall not be required to credit or deposit   Loans in the Securities Account but shall instead maintain a register (in   book-entry form or in such other form as it shall deem necessary or   desirable) of such Loans, containing such information as the Company and the   Custodian may reasonably agree. 3.3 Delivery of Securities to Custodian. (a)   The Company shall deliver, or cause to be delivered, to the Custodian certain   of the Company’s Securities, cash and other investment assets, including   payments of income, payments of principal and capital distributions received by   the Company with respect to such Securities, cash or other assets owned by   the Company at any time during the period of this Agreement. With respect to   assets other than Loans, such assets shall be delivered to the Custodian in   its role as, and (where relevant) at the address identified for, the   Custodian. Except to the extent otherwise expressly provided herein, delivery   of Securities to the Custodian shall be in Street Name or other good delivery   form. The Custodian shall not be responsible for such Securities, cash or   other assets until actually delivered to, and received by it. (b) (i) In   connection with its acquisition of a Loan or other delivery of a Security   constituting a Loan, the Company shall deliver or cause to be delivered to   the Custodian a properly completed Trade Confirmation containing such   information in respect of such Loan as the Custodian may reasonably require   in order to enable the Custodian to perform its duties hereunder in respect   of such Loan on which the Custodian may conclusively rely without further   inquiry or investigation, in such form and format as the Custodian reasonably   may require. (ii) Notwithstanding any term hereof or elsewhere to the   contrary, (a) it is hereby expressly acknowledged that (i) interests in Loans   may be acquired by the Company from time to time which are not evidenced by,   or accompanied by delivery of, a Security or an instrument, as that term is   defined in Section 9- 6


    




 










102(a)(4a) of   the UCC, and may be evidenced solely by delivery to the Custodian of a   facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in   favor of the Company as assignee, (ii) any such Loan Assignment Agreement   (and the registration of the related Loan on the books and records of the   applicable obligor or bank agent) shall be registered in the name of the   Company (or its nominee), and (iii) the Custodian shall have no duty to hold   any documents related to such Loan (collectively, “Financing Documents”),   that may be delivered to it, and (b) nothing herein shall require the   Custodian to credit to the Securities Account or to treat as a financial   asset (within the meaning of Section 8-102(a)(9) of the UCC) any such Loan or   other asset in the nature of a general intangible (as defined in Section   9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. The   Custodian is not under a duty to examine any such Financing Documents, or any   underlying credit agreements or loan documents for such Loan to determine the   validity, sufficiency, marketability or enforceability of any Loan Assignment   Agreement or other Financing Document (and shall have no responsibility for   the genuineness or completeness thereof), or for the Company’s title to any   related Loan. The Custodian may assume the genuineness of each such Financing   Document it may receive and the genuineness and due authority of any   signatures appearing thereon, and shall be entitled to assume that each such   Financing Document it may receive is what it purports to be. If an original   Security or Instrument is or shall be or become available with respect to any   such Loan, it shall be the sole responsibility of the Company to make or   cause delivery thereof to the Custodian, and the Custodian shall not be under   any obligation at any time to determine whether any such original security or   instrument has been or is required to be issued or made available in respect   of any Loan or to compel or cause delivery thereof to the Custodian. (iii)   The Custodian may assume the genuineness of any such Financing Document it   may receive and the genuineness and due authority of any signatures appearing   thereon, and shall be entitled to assume that each such Financing Document it   may receive is what it purports to be. If an original “security” or   “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC,   respectively, is or shall be or become available with respect to any Loan to   be held by the Custodian under this Agreement, it shall be the sole   responsibility of the Company to make or cause delivery thereof to the   Custodian, and the Custodian shall not be under any obligation at any time to   determine whether any such original security or instrument has been or is   required to be issued or made available in respect of any Loan or to compel   or cause delivery thereof to the Custodian. (iv) Contemporaneously with the   acquisition of any Loan, the Company shall (1) cause any appropriate   Financing Documents evidencing such Loan to be delivered to the Custodian;   (2) if requested by the Custodian, provide to the Custodian an amortization   schedule of principal payments and a schedule of the interest payable date(s)   identifying the amount and due dates of all scheduled 7


    




 










principal and   interest payments for such Loan, (3) a properly completed Trade Confirmation   containing such information in respect of such Loan as the Custodian may   reasonably require in order to enable the Custodian to perform its duties   hereunder in respect of such Loan on which the Custodian may conclusively   rely without further inquiry or investigation, in such form and format as the   Custodian reasonably may require; (4) take all actions necessary for the   Company to acquire good title to such Loan; and (5) take all actions as may   be necessary (including appropriate payment notices and instructions to bank   agents or other applicable paying agents) to cause (A) all payments in   respect of the Loan to be made to the Custodian and (B) all notices,   solicitations and other communications in respect of such Loan to be directed   to the Company. The Custodian shall have no liability for any delay or   failure on the part of the Company to provide necessary information to the   Custodian, or for any inaccuracy therein or incompleteness thereof, or for   any delay or failure on the part of the Company to give such effective   payment instruction to bank agents and other paying agents, in respect of the   Loans. With respect to each such Loan, the Custodian shall be entitled to   rely on any information and notices it may receive from time to time from the   related bank agent, obligor or similar party with respect to the related   Loan, and shall be entitled to update its records (as it may deem necessary   or appropriate), or from the Company, on the basis of such information or   notices received, without any obligation on its part independently to verify,   investigate or recalculate such information. 3.4 Release of Securities. (a)   The Custodian shall release and ship for delivery, or direct its agents or   subcustodian to release and ship for delivery, as the case may be, Securities   of the Company held by the Custodian, its agents or its sub-custodian from   time to time upon receipt of Proper Instructions (which shall, among other   things, specify the Securities to be released, with such delivery and other   information as may be necessary to enable the Custodian to perform), which   may be standing instructions (in form acceptable to the Custodian) in the   following cases: (i) upon sale of such Securities by or on behalf of the   Company, and such sale may, unless and except to the extent otherwise   directed by Proper Instructions, be carried out by the Custodian: (A) in   accordance with the customary or established practices and procedures in the   jurisdiction or market where the transactions occur, including delivery to the   purchaser thereof or to a dealer therefor (or an agent of such purchaser or   dealer) against expectation of receiving later payment; or (B) in the case of   a sale effected through a Securities System, in accordance with the rules   governing the operations of the Securities System; 8


    




 










(ii) upon the   receipt of payment in connection with any repurchase agreement related to   such Securities; (iii) to a depositary agent in connection with tender or   other similar offers for Securities; (iv) to the issuer thereof or its agent   when such Securities are called, redeemed, retired or otherwise become   payable (unless otherwise directed by Proper Instructions, the cash or other   consideration is to be delivered to the Custodian, its agents or its sub-custodian);   (v) to an issuer thereof, or its agent, for transfer into the name of the   Custodian or of any nominee of the Custodian or into the name of any of its   agents or sub-custodian or their nominees or for exchange for a different   number of bonds, certificates or other evidence representing the same   aggregate face amount or number of units; (vi) to brokers clearing banks or   other clearing agents for examination in accordance with the Street Delivery   Custom; (vii) for exchange or conversion pursuant to any plan of merger,   consolidation, recapitalization, reorganization or readjustment of the   Securities of the issuer of such Securities, or pursuant to any deposit   agreement (unless otherwise directed by Proper Instructions, the new   securities and cash, if any, are to be delivered to the Custodian, its agents   or its sub-custodian); (viii) in the case of warrants, rights or similar   securities, the surrender thereof in the exercise of such warrants, rights or   similar securities or the surrender of interim receipts or temporary   securities for definitive securities (unless otherwise directed by Proper   Instructions, the new securities and cash, if any, are to be delivered to the   Custodian, its agents or its sub-custodian); and/or (ix) for any other   purpose, but only upon receipt of Proper Instructions. 3.5 Registration of   Securities. Securities held by the Custodian, its agents or its subcustodian   (other than bearer securities, securities held in a Securities System or   Securities that are Noteless Loans or Participations) shall be registered in   the name of the Company or its nominee; or, at the option of the Custodian,   in the name of the Custodian or in the name of any nominee of the Custodian,   or in the name of its agents or its sub-custodian or their nominees; or if directed   by the Company by Proper Instruction, may be maintained in Street Name. The   Custodian, its agents and its subcustodian shall not be obligated to accept   Securities on behalf of the Company under the terms of this Agreement unless   such Securities are in Street Name or other good deliverable form. 9


    




 










3.6 Bank   Accounts, and Management of Cash (a) Proceeds from the Securities received by   the Custodian from time to time shall be credited to the Cash Account. All   amounts credited to the Cash Account shall be subject to clearance and   receipt of final payment by the Custodian. Securities may also be delivered   and held in the Cash Account by the Custodian. (b) Amounts held in the Cash   Account from time to time may be invested in Eligible Investments pursuant to   specific written Proper Instructions (which may be standing instructions)   received by the Custodian from an Authorized Person acting on behalf of the   Company. Such investments shall be subject to availability and the   Custodian’s then applicable transaction charges (which shall be at the   Company’s expense). The Custodian shall have no liability for any loss   incurred on any such investment. Absent receipt of such written instruction   from the Company, the Custodian shall have no obligation to invest (or   otherwise pay interest on) amounts on deposit in the Cash Account. In no   instance will the Custodian have any obligation to provide investment advice   to the Company. Any earnings from such investment of amounts held in the Cash   Account from time to time (collectively, “Reinvestment Earnings”) shall be   redeposited in the Cash Account (and may be reinvested at the written   direction of the Company). (c) In the event that the Company shall at any   time request a withdrawal of amounts from the Cash Account, the Custodian   shall be entitled to liquidate, and shall have no liability for any loss   incurred as a result of the liquidation of, any investment of the funds   credited to such account as needed to provide necessary liquidity. Investment   instructions may be in the form of standing instructions (in the form of   Proper Instructions acceptable to Custodian). (d) The Company acknowledges   that cash deposited or invested with any bank (including the bank acting as   Custodian) may make a margin or generate banking income for which such bank   shall not be required to account to the Company. (e) The Custodian shall be   authorized to open such additional accounts as may be necessary or convenient   for administration of its duties hereunder, with notice to be provided to the   Company. 3.7 Foreign Exchange (a) Upon the receipt of Proper Instructions,   the Custodian, its agents or its subcustodian may (but shall not be obligated   to) enter into all types of contracts for foreign exchange on behalf of the   Company, upon terms acceptable to the Custodian and the Company (in each case   at the Company’s expense), including transactions entered into with the   Custodian, its sub-custodian or any affiliates of the Custodian or the   sub-custodian. The Custodian shall have no liability for any losses incurred   in or resulting from the rates obtained in such foreign exchange   transactions; and absent specific and acceptable Proper Instructions, the   Custodian 10


    




 










shall not be   deemed to have any duty to carry out any foreign exchange on behalf of the   Company. The Custodian shall be entitled at all times to comply with any   legal or regulatory requirements applicable to currency or foreign exchange   transactions. (b) The Company acknowledges that the Custodian, any sub-custodian   or any affiliates of the Custodian or any sub-custodian, involved in any such   foreign exchange transactions may make a margin or generate banking income   from foreign exchange transactions entered into pursuant to this section for   which they shall not be required to account to the Company. 3.8 Collection of   Income. The Custodian, its agents or its sub-custodian shall use reasonable   efforts to collect on a timely basis all income and other payments with   respect to the Securities held hereunder to which the Company shall be   entitled, to the extent consistent with usual custom in the securities   custodian business in the United States. Such efforts shall include   collection of interest income, dividends and other payments with respect to   registered domestic securities if on the record date with respect to the date   of payment by the issuer the Security is registered in the name of the   Custodian or its nominee (or in the name of its agent or sub-custodian, or   their nominee); and interest income, dividends and other payments with   respect to bearer domestic securities if, on the date of payment by the   issuer such securities are held by the Custodian or its sub-custodian or   agent; provided, however, that in the case of Securities held in Street Name,   the Custodian shall use commercially reasonable efforts only to timely   collect income. In no event shall the Custodian’s agreement herein to collect   income be construed to obligate the Custodian to commence, undertake or   prosecute any legal proceedings. 3.9 Payment of Moneys. (a) Upon receipt of   Proper Instructions, which may be standing instructions, the Custodian shall   pay out from the Cash Account (or remit to its agents or its subcustodian,   and direct them to pay out) moneys of the Company on deposit therein in the   following cases: (i) upon the purchase of Securities for the Company pursuant   to such Proper Instruction; and such purchase may, unless and except to the   extent otherwise directed by Proper Instructions, be carried out by the   Custodian: (A) in accordance with the customary or established practices and   procedures in the jurisdiction or market where the transactions occur,   including delivering money to the seller thereof or to a dealer therefor (or   any agent for such seller or dealer) against expectation of receiving later   delivery of such securities; or (B) in the case of a purchase effected   through a Securities System, in accordance with the rules governing the   operation of such Securities System; 11


    




 










(ii) for the   purchase or sale of foreign exchange or foreign exchange agreements for the   accounts of the Company, including transactions executed with or through the   Custodian, its agents or its sub-custodian, as contemplated by Section 3.8   above; and (iii) for any other purpose directed by the Company, but only upon   receipt of Proper Instructions specifying the amount of such payment, and   naming the Person or Persons to whom such payment is to be made. (b) At any   time or times, the Custodian shall be entitled to pay (i) itself from the Cash   Account, whether or not in receipt of express direction or instruction from   the Company, any amounts due and payable to it pursuant to Section 8 hereof,   and (ii) as otherwise permitted by Section 7.5, 9.4 or Section 12.5 below,   provided, however, that in each case all such payments shall be accounted for   to the Company. 3.10 Proxies. The Custodian will, with respect to the   Securities held hereunder, use reasonable efforts to cause to be promptly   executed by the registered holder of such Securities proxies received by the   Custodian from its agents or its sub-custodian or from issuers of the   Securities being held for the Company, without indication of the manner in   which such proxies are to be voted, and upon receipt of Proper Instructions   shall promptly deliver such proxies, proxy soliciting materials and notices   relating to such Securities. In the absence of such Proper Instructions, or   in the event that such Proper Instructions are not received in a timely   fashion, the Custodian shall be under no duty to act with regard to such   proxies. 3.11 Communications Relating to Securities. The Custodian shall   transmit promptly to the Company all written information (including pendency   of calls and maturities of Securities and expirations of rights in connection   therewith) received by the Custodian, from its agents or its sub-custodian or   from issuers of the Securities being held for the Company. The Custodian   shall have no obligation or duty to exercise any right or power, or otherwise   to preserve rights, in or under any Securities unless and except to the   extent it has received timely Proper Instruction from the Company in   accordance with the next sentence. The Custodian will not be liable for any   untimely exercise of any right or power in connection with Securities at any   time held by the Custodian, its agents or subcustodian unless: (i) the   Custodian has received Proper Instructions with regard to the exercise of any   such right or power; and (ii) the Custodian, or its agents or sub-custodian   are in actual possession of such Securities, in each case, at least three (3)   Business Days prior to the date on which such right or power is to be   exercised. It will be the responsibility of the Company to notify the   Custodian of the Person to whom such communications must be forwarded under   this Section. 12


    




 










3.12 Records.   The Custodian shall create and maintain complete records relating to its   activities under this Agreement with respect to the Securities, cash or other   property held for the Company under this Agreement. All such records shall be   the property of the Company and shall at all times during the regular   business hours of the Custodian be open for inspection by duly authorized   officers, employees or agents of the Company, upon reasonable request and at   least five Business Days’ prior written notice and at the Company’s expense.   The Custodian shall, at the Company’s request, supply the Company with a   tabulation of securities owned by the Company and held by the Custodian and   shall, when requested to do so by the Company and for such compensation as   shall be agreed upon between the Company and the Custodian, include, to the   extent applicable, the certificate numbers in such tabulations, to the extent   such information is available to the Custodian. 3.13 Custody of Subsidiary   Securities. (a) With respect to each Subsidiary identified to the Custodian   by the Company, there shall be established at the Custodian a segregated   trust account to which the Custodian shall deposit and hold any Subsidiary   Securities (other than Loans) received by it (and any Proceeds received by it   in the form of dividends in kind) pursuant to this Agreement, which account   shall be designated the “[INSERT NAME OF SUBSIDIARY] Securities Account” (the   “Subsidiary Securities Account”). (b) With respect to each Subsidiary   identified to the Custodian by the Company, there shall be established at the   Custodian a segregated trust account to which the Custodian shall deposit and   hold any cash Proceeds received by it from time to time from or with respect   to Subsidiary Securities, which account shall be designated the “[INSERT NAME   OF SUBSIDIARY] Cash Proceeds Account” (the “Subsidiary Cash Account”). (c) To   the maximum extent possible, the provisions of this Agreement regarding   Securities of the Company, the Securities Account and the Cash Account shall   be applicable to any Subsidiary Securities, Subsidiary Securities Account and   Subsidiary Cash Account, respectively. The parties hereto agree that the   Company shall notify the Custodian in writing as to the establishment of any   Subsidiary as to which the Custodian is to serve as custodian pursuant to the   terms of this Agreement; and identify in writing any accounts the Custodian   shall be required to establish for such Subsidiary as herein provided. 4.   REPORTING (a) For each Business Day, the Custodian shall render to the   Company a daily report of (i) all deposits to and withdrawals from the Cash   Account for such Business Day and the outstanding balance as of the end of   such Business Day and (ii) an 13


    




 










itemized   statement of the Securities held pursuant to this Agreement and a report of   settled trades of Securities as of the end of the prior Business Day. (b) The   Custodian shall have no duty or obligation to undertake any market valuation   of the Securities under any circumstance. (c) The Custodian shall provide the   Company with such reports as are reasonably available to it and as the   Company may reasonably request from time to time, on the internal accounting   controls and procedures for safeguarding securities, which are employed by   the Custodian. 5. DEPOSIT IN U.S. SECURITIES SYSTEMS The Custodian may   deposit and/or maintain Securities in a Securities System within the United   States in accordance with applicable Federal Reserve Board and Securities and   Exchange Commission rules and regulations, and subject to the following   provisions: (a) The Custodian may keep domestic Securities in a U.S.   Securities System provided that such Securities are represented in an account   of the Custodian in the U.S. Securities System which shall not include any   assets of the Custodian other than assets held by it as a fiduciary,   custodian or otherwise for customers; (b) The records of the Custodian with   respect to Securities which are maintained in a U.S. Securities System shall   identify by book-entry those Securities belonging to the Company; (c) If   requested by the Company, the Custodian shall provide to the Company copies   of all notices received from the U.S. Securities System of transfers of Securities   for the account of the Company; and (d) Anything to the contrary in this   Agreement notwithstanding, the Custodian shall not be liable to the Company   for any direct loss, damage, cost, expense, liability or claim to the Company   resulting from use of any Securities System (other than to the extent   resulting from the gross negligence or willful misconduct of the Custodian   itself, or from failure of the Custodian to enforce effectively such rights   as it may have against the U.S. Securities System.) 6. RESERVED 7. CERTAIN   GENERAL TERMS 7.1 No Duty to Examine Financing Documents. Nothing herein   shall obligate the Custodian to review or examine the terms of any underlying   instrument, certificate, credit agreement, indenture, loan agreement,   promissory note, or other financing document evidencing or governing any   Security to determine the validity, sufficiency, marketability or   enforceability of any Security or Loan (and shall have no responsibility for   the genuineness or completeness thereof), or otherwise. 14


    




 










7.2 Resolution   of Discrepancies. In the event of any discrepancy between the information set   forth in any report provided by the Custodian to the Company and any   information contained in the books or records of the Company, the Company   shall promptly notify the Custodian thereof and the parties shall cooperate   to diligently resolve the discrepancy. 7.3 Improper Instructions.   Notwithstanding anything herein to the contrary, the Custodian shall not be   obligated to take any action (or forebear from taking any action), which it   reasonably determines (at its sole option) to be contrary to the terms of   this Agreement or applicable law. In no instance shall the Custodian be   obligated to provide services on any day that is not a Business Day. 7.4   Proper Instructions (a) The Company will give a notice to the Custodian, in   form acceptable to the Custodian, specifying the names and specimen   signatures of persons authorized to give Proper Instructions (collectively,   “Authorized Persons” and each is an “Authorized Person”) which notice shall   be signed by an Authorized Person previously certified to the Custodian. The   Custodian shall be entitled to rely upon the identity and authority of such   persons until it receives written notice from an Authorized Person of the   Company to the contrary. The initial Authorized Persons are set forth on   Schedule B attached hereto and made a part hereof (as such Schedule B may be   modified from time to time by written notice from the Company to the   Custodian); and the Company hereby represents and warrants that the true and   accurate specimen signatures of such initial Authorized Persons are set forth   on the “funds transfer authorization” documentation that has been provided   separately to the Custodian by the Company. If such person elects to give the   Custodian email or facsimile instructions (or instructions by a similar   electronic method) and the Custodian in its discretion elects to act upon   such instructions, the Custodian’s reasonable understanding of such instructions   shall be deemed controlling. The Custodian shall not be liable for any   losses, costs or expenses arising directly or indirectly from the Custodian’s   reliance upon and compliance with such instructions notwithstanding such   instructions conflicting with or being inconsistent with a subsequent written   instruction. Any person providing such instructions or directions agrees to   assume all risks arising out of the use of such electronic methods to submit   instructions and directions to the Custodian, including without limitation   the risk of the Custodian acting on unauthorized instructions, and the risk   of interception and misuse by third parties. (b) The Custodian shall have no   responsibility or liability to the Company (or any other person or entity),   and shall be indemnified and held harmless by the Company, in the event that   a subsequent written confirmation of an oral instruction fails to conform to   the oral instructions received by the Custodian. The Custodian shall not have   an obligation to act in accordance with purported instructions to the extent   that they conflict with applicable law or regulations, local market practice   or the Custodian’s operating policies and practices. The 15


    




 










Custodian shall   not be liable for any loss resulting from a delay while it obtains   clarification of any Proper Instructions. 7.5 Actions Permitted Without   Express Authority. The Custodian may, at its discretion, without express   authority from the Company: (a) make payments to itself as described in or pursuant   to Section 3.9(b), or to make payments to itself or others for minor expenses   of handling securities or other similar items relating to its duties under   this agreement, provided that all such payments shall be accounted for to the   Company; (b) surrender Securities in temporary form for Securities in   definitive form; (c) endorse for collection cheques, drafts and other   negotiable instruments; and (d) in general attend to all nondiscretionary   details in connection with the sale, exchange, substitution, purchase,   transfer and other dealings with the securities and property of the Company.   7.6 Evidence of Authority. The Custodian shall be protected in acting upon   any instructions, notice, request, consent, certificate instrument or paper   reasonably believed by it to be genuine and to have been properly executed or   otherwise given by or on behalf of the Company by an Authorized Person. The   Custodian may receive and accept a certificate signed by any Authorized   Person as conclusive evidence of: (a) the authority of any person to act in   accordance with such certificate; or (b) any determination or of any action   by the Company as described in such certificate, and such certificate may be   considered as in full force and effect until receipt by the Custodian of written   notice to the contrary from an Authorized Person of the Company. 7.7 Receipt   of Communications. Any communication received by the Custodian on a day which   is not a Business Day or after 3:30 p.m., Eastern time (or such other time as   is agreed by the Company and the Custodian from time to time), on a Business   Day will be deemed to have been received on the next Business Day (but in the   case of communications so received after 3:30 p.m., Eastern time, on a   Business Day the Custodian will use its best efforts to process such   communications as soon as possible after receipt). 7.8 Actions on the Loans.   The Custodian shall have no duty or obligation hereunder to take any action   on behalf of the Company, to communicate on behalf of the Company, to collect   amounts or proceeds in respect of, or otherwise to interact or exercise   rights or remedies on behalf of the Company, with respect to any of the   Loans. All such actions and communications are the responsibility of the   Company. 16


    




 










8. COMPENSATION   OF CUSTODIAN 8.1 Fees. The Custodian shall be entitled to compensation for   its services in accordance with the terms of that certain fee letter dated   April 10, 2017, between the Company and the Custodian. 8.2 Expenses. The   Company agrees to pay or reimburse to the Custodian upon its request from   time to time all costs, disbursements, advances, and expenses (including   reasonable fees and expenses of legal counsel) incurred, and any   disbursements and advances made (including any account overdraft resulting   from any settlement or assumed settlement, provisional credit, chargeback,   returned deposit item, reclaimed payment or claw-back, or the like), in   connection with the preparation or execution of this Agreement, or in   connection with the transactions contemplated hereby or the administration of   this Agreement or performance by the Custodian of its duties and services   under this Agreement, from time to time (including costs and expenses of any   action deemed necessary by the Custodian to collect any amounts owing to it   under this Agreement). 9. RESPONSIBILITY OF CUSTODIAN 9.1 General Duties. The   Custodian shall have no duties, obligations or responsibilities under this   Agreement or with respect to the Securities or Proceeds except for such   duties as are expressly and specifically set forth in this Agreement, and the   duties and obligations of the Custodian shall be determined solely by the   express provisions of this Agreement. No implied duties, obligations or   responsibilities shall be read into this Agreement against, or on the part   of, the Custodian. 9.2 Instructions (a) The Custodian shall be entitled to   refrain from taking any action unless it has such instruction (in the form of   Proper Instructions) from the Company as it reasonably deems necessary, and   shall be entitled to require, upon notice to the Company, that Proper   Instructions to it be in writing. The Custodian shall have no liability for   any action (or forbearance from action) taken pursuant to the Proper   Instruction of the Company. (b) Whenever the Custodian is entitled or   required to receive or obtain any communications or information pursuant to   or as contemplated by this Agreement, it shall be entitled to receive the   same in writing, in form, content and medium reasonably acceptable to it and   otherwise in accordance with any applicable terms of this Agreement; and   whenever any report or other information is required to be produced or   distributed by the Custodian it shall be in form, content and medium   reasonably acceptable to it and the Company, and otherwise in accordance with   any applicable terms of this Agreement. 17

 



 
    




 










9.3 General   Standards of Care. Notwithstanding any terms herein contained to the   contrary, the acceptance by the Custodian of its appointment hereunder is   expressly subject to the following terms, which shall govern and apply to   each of the terms and provisions of this Agreement (whether or not so stated   therein): (a) The Custodian may rely on and shall be protected in acting or   refraining from acting upon any written notice, instruction, statement,   certificate, request, waiver, consent, opinion, report, receipt or other   paper or document furnished to it (including any of the foregoing provided to   it by telecopier or electronic means), not only as to its due execution and   validity, but also as to the truth and accuracy of any information therein   contained, which it in good faith believes to be genuine and signed or   presented by the proper person (which in the case of any instruction from or   on behalf of the Company shall be an Authorized Person); and the Custodian   shall be entitled to presume the genuineness and due authority of any   signature appearing thereon. The Custodian shall not be bound to make any   independent investigation into the facts or matters stated in any such   notice, instruction, statement, certificate, request, waiver, consent,   opinion, report, receipt or other paper or document, provided, however, that   if the form thereof is specifically prescribed by the terms of this   Agreement, the Custodian shall examine the same to determine whether it   substantially conforms on its face to such requirements hereof. (b) Neither   the Custodian nor any of its directors, officers or employees shall be liable   to anyone for any error of judgment, or for any act done or step taken or   omitted to be taken by it (or any of its directors, officers of employees),   or for any mistake of fact or law, or for anything which it may do or refrain   from doing in connection herewith, unless such action constitutes gross negligence   or willful misconduct on its part and in breach of the terms of this   Agreement. The Custodian shall not be liable for any action taken by it in   good faith and reasonably believed by it to be within powers conferred upon   it, or taken by it pursuant to any direction or instruction by which it is   governed hereunder, or omitted to be taken by it by reason of the lack of   direction or instruction required hereby for such action. The Custodian shall   not be under any obligation at any time to ascertain whether the Company is   in compliance with the 1940 Act, the regulations thereunder, or the Company’s   investment objectives and policies then in effect. (c) In no event shall the   Custodian be liable for any indirect, special, punitive or consequential   damages (including lost profits) whether or not it has been advised of the   likelihood of such damages. (d) The Custodian may consult with, and obtain   advice from, legal counsel selected in good faith with respect to any   question as to any of the provisions hereof or its duties hereunder, or any   matter relating hereto, and the written opinion or advice of such counsel   shall be full and complete authorization and protection in respect of any   action taken, suffered or omitted by the Custodian in good faith in 18


    




 










accordance with   the opinion and directions of such counsel; the reasonable cost of such   services shall be reimbursed pursuant to Section 8.2 above. (e) The Custodian   shall not be deemed to have notice of any fact, claim or demand with respect   hereto unless actually known by an officer working in its Corporate Trust   Services group and charged with responsibility for administering this   Agreement or unless (and then only to the extent received) in writing by the   Custodian at the applicable address(es) as set forth in Section 15 and   specifically referencing this Agreement. (f) No provision of this Agreement   shall require the Custodian to expend or risk its own funds, or to take any   action (or forbear from action) hereunder which might in its judgment involve   any expense or any financial or other liability unless it shall be furnished   with acceptable indemnification. Nothing herein shall obligate the Custodian   to commence, prosecute or defend legal proceedings in any instance, whether   on behalf of the Company or on its own behalf or otherwise, with respect to   any matter arising hereunder, or relating to this Agreement or the services   contemplated hereby. (g) The permissive right of the Custodian to take any   action hereunder shall not be construed as duty. (h) The Custodian may act or   exercise its duties or powers hereunder through agents (including for the   avoidance of doubt, sub-custodians) or attorneys, and the Custodian shall not   be liable or responsible for the actions or omissions of any such agent or   attorney appointed with reasonable due care. (i) All indemnifications   contained in this Agreement in favor of the Custodian shall survive the   termination of this Agreement or earlier resignation or removal of the   Custodian. 9.4 Indemnification; Custodian’s Lien. (a) The Company shall and   does hereby indemnify and hold harmless each of the Custodian and its   directors, officers, agents or employees for and from any and all costs and   expenses (including reasonable attorney’s fees and expenses), and any and all   losses, damages, claims and liabilities, that may arise, be brought against   or incurred by the Custodian, whether direct, indirect or consequential, as a   result of or arising from or in any way relating to any claim, demand, suit,   action or proceeding (including any inquiry or investigation) by any person,   including without limitation the Company or any Subsidiary, and any advances   or disbursements made by the Custodian (including in respect of any Account   overdraft, returned deposit item, chargeback, provisional credit, settlement   or assumed settlement, reclaimed payment, claw-back or the like), as a result   of, relating to, or arising out of this Agreement, or enforcement of any   provision herein or the administration or performance of the Custodian’s   duties hereunder, or the relationship between the Company (including, for the   avoidance of doubt, 19


    




 










any Subsidiary)   and the Custodian created hereby, other than such liabilities, losses,   damages, claims, costs and expenses as are directly caused by the Custodian’s   own action or inaction constituting gross negligence or willful misconduct on   its part. (b) The Custodian shall have and is hereby granted a continuing   lien upon and security interest in, and right of set-off against, the   Account, and any funds (and investments in which such funds may be invested)   held therein or credited thereto from time to time, whether now held or   hereafter required, and all proceeds thereof, to secure the payment of any   amounts that may be owing to the Custodian under or pursuant to the terms of   this Agreement, whether now existing or hereafter arising. 9.5 Force Majeure.   Without prejudice to the generality of the foregoing, the Custodian shall be   without liability to the Company for any damage or loss resulting from or   caused by events or circumstances beyond the Custodian’s reasonable control   including nationalization, expropriation, currency restrictions, the   interruption, disruption or suspension of the normal procedures and practices   of any securities market, power, mechanical, communications or other   technological failures or interruptions, computer viruses or the like, fires,   floods, earthquakes or other natural disasters, civil and military   disturbance, acts of war or terrorism, riots, revolution, acts of God, work   stoppages, strikes, national disasters of any kind, or other similar events   or acts; errors by the Company (including any Authorized Person) in its   instructions to the Custodian; or changes in applicable law, regulation or   orders. 10. SECURITY CODES If the Custodian issues to the Company, security   codes, passwords or test keys in order that it may verify that certain   transmissions of information, including Proper Instructions, have been   originated by the Company, the Company shall take all commercially reasonable   steps to safeguard any security codes, passwords, test keys or other security   devices which the Custodian shall make available. 11. TAX LAW 11.1 Domestic   Tax Law. The Custodian shall have no responsibility or liability for any   obligations now or hereafter imposed on the Company or the Custodian as   custodian of the Securities or the Proceeds, by the tax law of the United   States or any state or political subdivision thereof. The Custodian shall be   kept indemnified by and be without liability to the Company for such   obligations including taxes, (but excluding any income taxes assessable in   respect of compensation paid to the Custodian pursuant to this Agreement)   withholding, certification and reporting requirements, claims for exemption   or refund, additions for late payment interest, penalties and other expenses   (including legal expenses) that may be assessed against the Company, or the   Custodian as custodian of the Securities or Proceeds. 20


    




 










11.2 Foreign   Tax Law. It shall be the responsibility of the Company to notify the   Custodian of the obligations imposed on the Company by the tax law of foreign   (e.g., non-U.S.) jurisdictions, including responsibility for withholding and   other taxes, assessments or other government charges, certifications and   government reporting. The sole responsibility of the Custodian with regard to   such tax law shall be to use reasonable efforts to cooperate with the Company   with respect to any claims for exemption or refund under the tax law of the   jurisdictions for which the Company has provided such information. 12.   EFFECTIVE PERIOD AND TERMINATION 12.1 Effective Date. This Agreement shall   become effective as of its due execution and delivery by each of the parties.   This Agreement shall continue in full force and effect until terminated as   hereinafter provided. This Agreement may be terminated by the Custodian or   the Company pursuant to Section 12.2. 12.2 Termination. This Agreement shall   terminate upon the earliest of (a) occurrence of the effective date of   termination specified in any written notice of termination given by either   party to the other not later than sixty (60) days prior to the effective date   of termination specified therein, (b) such other date of termination as may   be mutually agreed upon by the parties in writing. 12.3 Resignation. The   Custodian may at any time resign under this Agreement by giving not less than   sixty (60) days advance written notice thereof to the Company. 12.4   Successor. Prior to the effective date of termination of this Agreement, or   the effective date of the resignation of the Custodian, as the case may be,   the Company shall give Proper Instruction to the Custodian designating a   successor Custodian, if applicable. 12.5 Payment of Fees, etc. Upon termination   of this Agreement or resignation of the Custodian, the Company shall pay to   the Custodian such compensation, and shall likewise reimburse the Custodian   for its costs, expenses and disbursements, as may be due as of the date of   such termination or resignation. All indemnifications in favor of the   Custodian under this Agreement shall survive the termination of this   Agreement or any resignation of the Custodian. 12.6 Final Report. In the   event of any resignation of the Custodian, the Custodian shall provide to the   Company a complete final report or data file transfer of any Confidential   Information as of the date of such resignation. 13. REPRESENTATIONS AND   WARRANTIES 13.1 Representations of the Company. The Company represents and   warrants to the Custodian that: 21


    




 










(a) it has the   power and authority to enter into and perform its obligations under this   Agreement, and it has duly authorized, executed and delivered this Agreement   so as to constitute its valid and binding obligation; and (b) in giving any   instructions which purport to be “Proper Instructions” under this Agreement,   the Company will act in accordance with the provisions of its certificate of   incorporation and bylaws and any applicable laws and regulations. 13.2   Representations of the Custodian. The Custodian hereby represents and   warrants to the Company that: (a) it has the power and authority to enter   into and perform its obligations under this Agreement; (b) it has duly   authorized, executed and delivered this Agreement so as to constitute its   valid and binding obligations; and (c) that it maintains business continuity   policies and standards that include data file backup and recovery procedures   that comply with all applicable regulatory requirements. 14. PARTIES IN   INTEREST; NO THIRD PARTY BENEFIT This Agreement is not intended for, and   shall not be construed to be intended for, the benefit of any third parties   and may not be relied upon or enforced by any third parties (other than   successors and permitted assigns pursuant to Section 19). 15. NOTICES Any   Proper Instructions shall be given to the following address (or such other   address as either party may designate by written notice to the other party),   and otherwise any notices, approvals and other communications hereunder shall   be sufficient if made in writing and given to the parties at the following   address (or such other address as either of them may subsequently designate   by notice to the other), given by (i) certified or registered mail, postage   prepaid, (ii) recognized courier or delivery service, or (iii) confirmed   telecopier or telex, with a duplicate sent on the same day by first class   mail, postage prepaid: (a) if to the Company or any Subsidiary, to Flat Rock   Capital Corp. 1350 6th Avenue 18th Floor Telephone: 212.596.3413 Attention:   Richard Petrocelli Email: rich@flatrockcapital.com With a copy to: 22


    




 










(b) if to the   Custodian, to U.S. Bank National Association CDO Group/ Corporate Trust   Services 214 North Tryon Street Charlotte, NC 28202-1078 Telephone: (704)   335-4620 Attention: Crystal Crudup-Burt Email: crystal.crudupburt@usbank.com   16. CHOICE OF LAW AND JURISDICTION This Agreement shall be construed, and the   provisions thereof interpreted under and in accordance with and governed by   the laws of the State of New York for all purposes (without regard to its   choice of law provisions); except to the extent such laws are inconsistent   with federal securities laws, including the 1940 Act, in which case such   federal securities laws shall govern. The Custodian and the Company each   waive, to the fullest extent permitted by applicable law, any and all right   to trial by jury in any legal proceeding arising out of or relating to this   agreement, any other agreement or the transactions contemplated hereby. 17.   ENTIRE AGREEMENT; COUNTERPARTS 17.1 Complete Agreement. This Agreement   constitutes the complete and exclusive agreement of the parties with regard   to the matters addressed herein and supersedes and terminates as of the date   hereof, all prior agreements, agreements or understandings, oral or written   between the parties to this Agreement relating to such matters. 17.2   Counterparts. This Agreement may be executed in any number of counterparts   and all counterparts taken together shall constitute one and the same   instrument. 17.3 Facsimile Signatures. The exchange of copies of this   Agreement and of signature pages by facsimile transmission or pdf shall   constitute effective execution and delivery of this Agreement as to the   parties and may be used in lieu of the original Agreement for all purposes.   Signatures of the parties transmitted by facsimile shall be deemed to be   their original signatures for all purposes. 18. AMENDMENT; WAIVER 18.1   Amendment; This Agreement may not be amended except by an express written instrument   duly executed by each of the Company and the Custodian. 18.2 Waiver. In no   instance shall any delay or failure to act be deemed to be or effective as a   waiver of any right, power or term hereunder, unless and except to the 23


    




 










extent such   waiver is set forth in an expressly written instrument signed by the party   against whom it is to be charged. 19. SUCCESSOR AND ASSIGNS 19.1 Successors   Bound. The covenants and agreements set forth herein shall be binding upon   and inure to the benefit of each of the parties and their respective   successors and permitted assigns. Neither party shall be permitted to assign   their rights under this Agreement without the written consent of the other   party; provided, however, that the foregoing shall not limit the ability of   the Custodian to delegate certain duties or services to or perform them   through agents or attorneys appointed with due care as expressly provided in   this Agreement. 19.2 Merger and Consolidation. Any corporation or association   into which the Custodian may be merged or converted or with which it may be   consolidated, or any corporation or association resulting from any merger,   conversion or consolidation to which the Custodian shall be a party, or any   corporation or association to which the Custodian transfers all or   substantially all of its corporate trust business, shall be the successor of   the Custodian hereunder, and shall succeed to all of the rights, powers and   duties of the Custodian hereunder, without the execution or filing of any   paper or any further act on the part of any of the parties hereto. 20.   SEVERABILITY The terms of this Agreement are hereby declared to be severable,   such that if any term hereof is determined to be invalid or unenforceable,   such determination shall not affect the remaining terms. 21. REQUEST FOR   INSTRUCTIONS If, in performing its duties under this Agreement, the Custodian   is required to decide between alternative courses of action, the Custodian   may (but shall not be obliged to) request written instructions from the   Company as to the course of action desired by it. If the Custodian does not   receive such instructions within two (2) Business Days after it has requested   them, the Custodian may, but shall be under no duty to, take or refrain from   taking any such courses of action. The Custodian shall act in accordance with   instructions received from the Company in response to such request after such   two-Business Day period except to the extent it has already taken, or   committed itself to take, action inconsistent with such instructions. 22.   OTHER BUSINESS Nothing herein shall prevent the Custodian or any of its   affiliates from engaging in other business, or from entering into any other   transaction or financial or other relationship with, or receiving fees from   or from rendering services of any kind to the Company or any other Person.   Nothing contained in this Agreement shall constitute the Company and/or the   Custodian (and/or any other Person) as members of any partnership, joint   venture, association, syndicate, 24


    




 










unincorporated   business or similar assignment as a result of or by virtue of the engagement   or relationship established by this Agreement. 23. REPRODUCTION OF DOCUMENTS   This Agreement and all schedules, exhibits, attachments and amendment hereto   may be reproduced by any photographic, photostatic, microfilm, micro-card,   miniature photographic or other similar process. The parties hereto each   agree that any such reproduction shall be admissible in evidence as the   original itself in any judicial or administrative proceeding, whether or not   the original is in existence and whether or not such reproduction was made by   a party in the regular course of business, and that any enlargement,   facsimile or further production shall likewise be admissible in evidence. 24.   MISCELLANEOUS The Company acknowledges receipt of the following notice: “   IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the   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. For a   non-individual person such as a business entity, a charity, a trust or other   legal entity the Custodian will ask for documentation to verify its formation   and existence as a legal entity. The Custodian may also ask to see financial   statements, licenses, identification and authorization documents from   individuals claiming authority to represent the entity or other relevant   documentation.” [PAGE INTENTIONALLY ENDS HERE. SIGNATURES APPEAR ON NEXT   PAGE] 25


    




 










IN WITNESS   WHEREOF, each of the parties has caused this Agreement to be executed and   delivered by a duly authorized officer, intending the same to take effect as   of the date first written above. Witness: FLAT ROCK CAPITAL CORP. /s/ Robert   K. Grunewald By: /s/ Richard A. Petrocelli Name: Robert K. Grunewald Name:   Richard A. Petrocelli Title: CEO Title: CFO Witness: U.S. BANK NATIONAL   ASSOCIATION By: /s/ Crystal Crudup-Burt Name: Name: Crystal Crudup-Burt   Title: Title: Vice President 26


    




 










SCHEDULE A   (Trade Confirmation)


    




 










SCHEDULE B Any   of the following persons (each acting singly) shall be an Authorized Person   (as this list may subsequently be modified by the Company from time to time   by written notice to the Custodian): NAME: SPECIMEN SIGNATURE: Robert K.   Grunewald Richard A. Petrocelli