FS Energy and Power Fund 8-K


Exhibit 10.3


 


Goldman
Sachs Bank USA | 200 West Street | New York, New York 10282-2198 | Tel: +1 212 902 1000 | Fax: +1 212 428 9189


 


SECOND
AMENDED AND RESTATED MASTER CONFIRMATION


 





	DATE:	September 11, 2014 (as amended
    and restated as of December 15, 2014 and as further amended and restated on September 21, 2016)
	 	 
	TO:	Strafford Funding LLC (“Counterparty”)
	 	 
	FROM:	Goldman Sachs Bank USA (“GS”)
	 	 
	SUBJECT:	Repurchase Facility
	 	 
	REF. NO.:	SDB4064875388
	 	 
	 	 







The
purpose of this second amended and restated communication (this “Confirmation”) is to set forth the terms and
conditions of the above-referenced Repurchase Facility entered into on the Trade Date specified below between GS and Counterparty
(the “Facility”). This communication constitutes a “Confirmation” as referred to in the Master
Repurchase Agreement specified below. This communication supersedes and replaces all prior communications between the parties
hereto with respect to the Facility and Transactions described below.


 


This
Confirmation shall supplement, form a part of, and be subject to, the Master Repurchase Agreement (including the Annexes thereto)
dated as of September 11, 2014 and amended and restated as of September 21, 2016, each as further amended or replaced from time
to time (collectively, the “Master Repurchase Agreement”), between GS and Counterparty. This Confirmation shall
be read and construed as one with the executed Master Repurchase Agreement and all other outstanding confirmations between the
parties, so that all such confirmations, this Confirmation and the executed Master Repurchase Agreement constitute a single Agreement
between the parties. Except as expressly modified hereby, all provisions contained in, or incorporated by reference into, the
Master Repurchase Agreement shall govern each Transaction hereunder. In the event of any inconsistencies between the Master Repurchase
Agreement and this Confirmation, this Confirmation will govern with respect to the Transactions covered hereby (and the last sentence
of Paragraph 3(b) of the Master Repurchase Agreement shall not apply to any such Transaction). In the event of any inconsistencies
between Annex A hereto and this Confirmation with respect to any Transaction, the terms of Annex A with respect to such Transaction
will govern. System-generated confirmations of trade may be generated by GS that set forth the trade terms of the individual repurchase
transactions described in this Confirmation; and, if any such system-generated confirmation of trade are generated and there is
any inconsistency between such system-generated confirmations of trade and this Confirmation or the Master Repurchase Agreement,
then the terms of this Confirmation or the Master Repurchase Agreement, as the case may be, shall prevail. Capitalized terms not
defined herein have the meaning ascribed to them in the Master Repurchase Agreement.


 


This
Confirmation evidences a separate transaction with respect to each Purchased Security specified in Annex A from time to time (each,
a “Transaction”) as if the details specified in Annex A with respect to that Purchased Security were set out in the
Confirmation in full. Each such Transaction will have a unique Transaction Number as is set out in Annex A. The terms of the Facility
and each particular Transaction to which this Confirmation relates are as follows:


 






    


     


    

 


	(A)     Terms
    Related to the Facility
	1.       Basic
    Terms
	Buyer	GS
	Seller	Counterparty
	Trade
    Date	September
    11, 2014
	Facility
    Commencement Date	September
    15, 2014
	First
    Ramp-up Period End Date	December
    15, 2014
	Second
    Ramp-up Period End Date	March
    15, 2015
	Restatement
    Date	September
    21, 2016
	Facility
    End Date	September
    15, 2018
	Maximum
    Purchased Security Notional Amount	USD
    577,750,000.00
	Aggregate
    Purchased Security Notional Amount	At
    any time, the sum of the Purchased Security Notional Amounts under all Transactions for which a Purchase Date has occurred
    at or prior to such time.
	First
    Floor Amount	USD
    225,000,000.00
	Maximum
    Aggregate Facility Size	USD
    325,000,000.00
	Eligible
    Security	Gladwyne
                                         Funding LLC Floating Rate Notes due November 15, 2025

         

        CUSIP
        No. 376769 AA3

         

        For
        the avoidance of doubt, the Purchased Security for each Transaction under this Master Confirmation shall be the Eligible
        Security identified above.

         

	Security
    Issuer	Gladwyne
    Funding LLC
	Restatement
    Date Collateral Obligations	Counterparty
    represents, warrants and covenants to GS that the Collateral Obligations specified in Annex D hereto represent a complete
    and accurate list of all the Collateral Obligations the Security Issuer owns or has Committed to acquire, in each case as
    of the Restatement Date.
	Haircut
    Percentage	43.75%
	Business
    Days	London
    and New York.
	Business
    Day Convention	Modified
    Following
	Calculation
    Agent	GS

         

        Unless
        otherwise expressly stated herein, all determinations by the Calculation Agent hereunder shall be made in its sole and
        absolute discretion exercised in good faith and in a manner generally consistent with its then-current practices.

         




 






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	2.       Conditions
    Precedent to Effectiveness of the Facility
	Conditions	It
                                         shall be a condition to the effectiveness of this Confirmation, and to the entry of the
                                         first Transaction hereunder, that the following conditions shall have been satisfied
                                         (or waived by GS), in form and substance satisfactory to GS in its sole and absolute
                                         discretion:

         

        (a)        GS
        shall have received the documents and certificates referred to in paragraph 6 to Annex I to the Master Repurchase Agreement,
        all in form and substance satisfactory to GS and its counsel in its sole discretion;

         

        (b)        GS
        shall have received the Master Repurchase Agreement and this Confirmation duly executed by Counterparty, and shall have
        received executed copies of the Security Indenture (including the schedules and exhibits thereto) and all documents, certificates
        and opinions delivered pursuant thereto, all in form and substance satisfactory to GS in its sole discretion; and

         

        (c)        no
        default or event of default with respect to Counterparty has occurred under the Master Repurchase Agreement and is then
        continuing.

         



 

	3.        Additions
    of Transactions; Post-Ramp-up Period Transaction Combination
	Additions	Subject
                                         to the satisfaction of the conditions precedent set forth herein, on any Business Day
                                         during the period from and including the Facility Commencement Date to but excluding
                                         the Second Ramp-Up Period End Date, Counterparty may, by delivery to GS of an Addition
                                         Notice with a Notice Date not less than five Business Days prior to the proposed Purchase
                                         Date for such Transaction, elect to enter into a Transaction (an “Addition”)
                                         with GS with respect to the Eligible Security (and GS agrees to enter into such Transaction
                                         on the terms and conditions specified herein), provided in each case that:

         

        (a)        after
        giving effect to such Transaction, the sum of the Initial Purchase Prices of all Transactions for which a Purchase Date
        shall have occurred shall not exceed the Maximum Aggregate Facility Size;

         

        (b)        the
        terms of such Transaction are in compliance with the terms and conditions set forth in this Confirmation and the Master
        Repurchase Agreement; and

         

        (c)        the
        Conditions to Effectiveness with respect to such Transaction are satisfied.

         

        In
        connection with each Transaction, GS shall notify Counterparty of the Purchase Date (which shall be a Business Day) and
        the related Purchase Price.

        

         



 






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	 	On
    or reasonably promptly following the Restatement Date, GS shall remit USD 15,625 to Counterparty (which Counterparty shall
    remit to the Security Issuer) in immediately available funds, constituting an adjustment of the Purchase Price in connection
    with the immediately prior Increase, so that, after giving effect to such payment, the sum of the Purchase Prices of all Transactions
    hereunder will be equal to USD 325,000,000.
	Addition
    Notice	A
    notice in substantially the form attached as Annex B duly completed and executed by Counterparty and setting forth (among
    other information) the proposed Purchase Date and the proposed Purchased Security Notional Amount, or a notice otherwise in
    form and substance satisfactory to GS.
	Notice
    Date	With
    respect to any Addition Notice, the date on which such Addition Notice is received by GS (or, if any such day is not a Business
    Day, the next succeeding Business Day).
	Combination
    of Transactions	On
                                         the Business Day immediately following each of the First Ramp-Up Period End Date and
                                         the Second Ramp-up Period End Date, all Transactions outstanding hereunder on such date
                                         shall (automatically and without action by any Person) be deemed combined into a single
                                         Transaction hereunder having (for the avoidance of doubt):

         

        (a)        a
        Purchased Security Notional Amount equal to the sum of the Purchased Security Notional Amounts of each individual Transaction
        hereunder immediately prior to such combination; and

         

        (b)        a
        Purchase Price (and an Initial Purchase Price) equal to the sum of the Purchase Prices (or Initial Purchase Prices) of
        each individual Transaction hereunder immediately prior to such combination.

         

        GS
        shall prepare and deliver to Counterparty a revised Annex A (or another form setting forth information corresponding to
        that set forth on Annex A), reflecting the terms of the Transaction after giving effect to such combination, reasonably
        promptly following the occurrence thereof.

         



 

	(B)     Terms
    Relating to Each Transaction
	1.       General
    Terms
	Terms
    Specified in Annex A	The
                                         following terms in relation to each Transaction will be specified in Annex A (by the
                                         Calculation Agent):

         

        •            Transaction
        Number (to be assigned by the Calculation Agent)

         

        •            Security
        Issuer (which shall be Gladwyne Funding LLC)

         

        •            Purchased
        Security (which shall be the Eligible Security)

         

        •           Purchase
Date (which shall be the Business Day on which the Conditions to Effectiveness for such Transaction are satisfied) 


         




 






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	 	        •           Initial
        Purchase Price

         

        •           Purchased
        Security Notional Amount

	Purchased
    Security Notional Amount	For
    each Transaction, the original par amount of the Eligible Security that is purchased hereunder in such Transaction (determined
    without regard to paydowns on the Eligible Security occurring at any time).
	Purchase
    Price	For
                                         each Transaction, an amount equal to the product of:

         

        (a)        the
        Purchased Security Notional Amount for such Transaction; and

         

        (b)        one
        minus the Haircut Percentage.

         

	Initial
    Purchase Price	For
    each Transaction, the Purchase Price for such Transaction on the Purchase Date for such Transaction.
	Repurchase
                                         Date

         
	In
                                         relation to the Purchased Security in each Transaction, the earliest to occur of:

         

        (a)
                the Scheduled Repurchase Date for such Purchased Security;

         

        (b)        the
        date on which the non-defaulting party exercises its option to declare an Event of Default pursuant to Section 11 of the
        Master Repurchase Agreement;

         

        (c)        the
        date (if any) on or following the occurrence of a Credit Event with respect to such Purchased Security specified in writing
        by GS to Counterparty;

         

        (d)        the
        date (if any) on or following the occurrence of a Regulatory Change specified in writing by GS to Counterparty;

         

        (e)        the
        Assignment-Related Repurchase Date (if any) specified in writing by Counterparty to GS; and

         

        (f)         the
        date (if any) specified in writing by Counterparty to GS, provided that a Dispute-Related Repurchase Right has
        occurred and is continuing on the date of such notice from Counterparty (the occurrence of the Repurchase Date under this
        clause (f), a “Dispute-Related Repurchase Date Acceleration”). 

	Scheduled
    Repurchase Date	For
    each Transaction, the Facility End Date.
	Regulatory
    Change	Any
enactment or establishment of or supplement or amendment to, or change in any law, regulation, rule, policy or guideline (including
any accord or standard of the Basel Committee on Banking Supervision, the Federal Reserve Board or any state banking regulator)
or in the application or official interpretation of any such law, regulation, rule, policy or guideline that, in each case, becomes
effective on or after the Facility Commencement Date and is binding on or otherwise has an effect on GS and, as a result of which,
in the reasonable determination of GS, for reasons outside GS’s control, GS will (either by voluntary submission or by applicable
law) no longer be permitted to enter into or maintain any Transaction hereunder or be subject to materially less favorable regulatory
capital treatment with respect to the Transactions by comparison to the regulatory capital treatment applicable as a result of
the entry into this Facility on the Facility Commencement Date.




 






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	 	Before
    declaring a Repurchase Date due to the occurrence of a Regulatory Change, GS agrees to take commercially reasonable measures
    to eliminate or mitigate the impact of such Regulatory Change (which, for the avoidance of doubt, includes but is not limited
    to GS using commercially reasonable efforts to restructure the Transactions under this Confirmation with Counterparty to make
    them compliant (in the case of any such changes that would restrict entry into or maintenance of Transactions) or more efficient
    from a regulatory perspective (in the case of any such changes that would result in less favorable regulatory capital treatment),
    provided that Counterparty is under no obligation to agree to any such restructuring or any other changes to the terms
    of this Confirmation or the Master Repurchase Agreement.
	Market
    Value	With
                                         respect to the Purchased Security (in its entirety) as of any date, an amount equal to
                                         lesser of (a) the Look-Through Market Value of the Purchased Security at such date and
                                         (b) the Maximum Purchased Security Notional Amount.

         

        If
on any date the sum of the Purchased Security Notional Amounts for all Transactions hereunder at such time is for any reason less
than the full par amount of the Purchased Security that has been issued under the Security Indenture (determined without regard
to paydowns on the Purchased Security), then the Calculation Agent will pro-rate the Look-Through Market Value to reflect the
portion of the Purchased Security that is then the subject of Transactions hereunder. 

	Look-Through
    Market Value	With
                                         respect to the Eligible Security (in its entirety) as of any date, the sum of:

         

        (a)           the
        aggregate Asset Market Related Amounts in respect of all Underlying Assets and Unsettled Purchase Assets in the Underlying
        Portfolio on such date; plus

         

        (b)
          the Cash Value as at such date. 

	Asset
    Market Related Amount	As
                                         of any date:

         

        (a)
          in respect of an Underlying Asset in the Underlying Portfolio as of such date or an Unsettled
Purchase Asset as of such date (but excluding all Unsettled Sale Assets and all Zero Value Assets), the product of:



 






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	 	(1)        the
                                         Asset Amortized Amount therefor as of such date; and

         

        (2)        the
        Asset Current Price (expressed as a percentage) therefor as of such date;

         

        (b)         in
        respect of an Unsettled Sale Asset in the Underlying Portfolio as of such date that is not a Zero Value Asset, the Settlement
        Value of such Unsettled Sale Asset as of such date; and

         

        (c)
                 in respect of a Zero Value Asset in the Underlying Portfolio as of such date,
        zero.

         

	Asset
    Amortized Amount	In
    respect of an Underlying Asset or Unsettled Purchase Asset on any day, an amount equal to the principal amount outstanding
    under such Underlying Asset or Unsettled Purchase Asset on such day (after giving effect on a pro-rata basis to any repurchase,
    repayment or tender offer in respect of that Underlying Asset or Unsettled Purchase Asset).
	Asset
    Current Price	In
    respect of an Underlying Asset or Unsettled Purchase Asset on any date, the bid side market value of that Underlying Asset
    or Unsettled Purchase Asset (expressed as a percentage of par of the Underlying Asset Notional Amount) but excluding any accrued
    interest, as determined by the Calculation Agent and notified to the parties by the Calculation Agent on each Business Day.
	Underlying
    Asset Notional Amount	In
    respect of any Underlying Asset or any Unsettled Purchase Asset, the full principal amount of the Underlying Asset or Unsettled
    Purchase Asset, as applicable, owned by the Security Issuer or Committed to be owned by the Security Issuer, as the case may
    be.
	Cash
    Value	As
                                         of any date, an amount, determined by the Calculation Agent, equal to:

         

        (a)
                the aggregate amount of cash standing to the credit of the Security Issuer Account
        (excluding any accrued and unpaid interest); minus

         

        (b)
                the aggregate Settlement Value for all Unsettled Purchase Assets as at such date
        (if any).

         

	Security
    Issuer Account	The
    “Principal Collection Account”, as defined in the Security Indenture.
	Underlying
    Asset	Each
    loan or bond that is owned by the Security Issuer from time to time and is identified in the Schedule of Collateral Obligations
    (as defined in the Security Indenture) set forth on Schedule A to the Security Indenture and amended from time to time.
	Private
    Underlying Asset	Each
    Underlying Asset or Proposed Underlying Asset that has been designated a “Private Collateral Obligation” pursuant
    to Section 12.2(a)(ii) of the Security Indenture.
	Non-Private
    Underlying Asset	Each
    Underlying Asset and Proposed Underlying Asset that is not a Private Underlying Asset.


 






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	Underlying
    Portfolio	The
    portfolio of Underlying Assets or Unsettled Purchase Assets, as applicable, owned by the Security Issuer or Committed to be
    owned by the Security Issuer from time to time.
	Collateral
    Manager	The
    Collateral Manager as defined in the Security Indenture.
	Proposed
    Underlying Asset	A
    loan or bond that the Collateral Manager has proposed to be acquired by the Security Issuer that satisfies the Reinvestment
    Criteria at the time of such proposal.
	Unsettled
    Purchase Asset	As
    of any date, an asset that the Security Issuer has Committed to acquire and in respect of which the purchase by the Security
    Issuer has not yet settled.
	Unsettled
    Sale Asset	As
    of any date, an Underlying Asset that the Security Issuer has Committed to sell and in respect of which the sale by the Security
    Issuer has not yet settled.
	Zero
    Value Asset	An
                                         Underlying Asset at any time:

         

        (a)          in
        respect of which there has occurred a Zero Value Event;

         

        (b)         that
        did not satisfy the Reinvestment Criteria at the time the Security Issuer Committed to acquire such Underlying Asset (unless
        such Underlying Asset, after such date, subsequently satisfies the Reinvestment Criteria);

         

        (c)         that
        has been the subject of a Restructuring or a Material Modification if, in either case:

         

        (1)         immediately
        following such Restructuring or Material Modification, such Underlying Asset fails to satisfy the Reinvestment Criteria
        (unless such Underlying Asset, after such date, subsequently satisfies the Reinvestment Criteria); or

         

        (2)         the
        GS Consent Condition is not satisfied with respect to such Restructuring or Material Modification;

         

        (d)        with
        respect to which Escrowed Assignment Agreement Documents have not been delivered to the Trustee under the Security Indenture
        to be held by the Trustee thereunder, all in form and substance satisfactory to GS in its sole and absolute discretion;
        or

         

        (e)         that
        is not a Transferable bond, an Assignable Loan or a Consent Required Loan (or as to which any rights of first refusal,
        rights of first offer, last looks or other material restrictions or conditions to the transfer or assignment of such obligation
        (whether in the underlying instruments governing such obligation, in any intercreditor agreement or agreement among lenders
        relating to such obligation or otherwise) exist in favor of any other holder of such obligation or any other Person),
        all as determined by GS in its sole and absolute discretion. 





 



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        For purposes of clauses (d) and (e) above,
        with respect to the Underlying Assets identified in Annex C hereto (each, a “Specified Transfer Asset”), GS may,
        in its sole and absolute discretion, deem them to be Zero Value Assets if such Specified Transfer Assets do not cease to be Specified
        Transfer Assets within 30 days after the Restatement Date.

         

        A Specified Transfer Asset will cease to
        be a Specified Transfer Asset when:

         

        (a)         the
        Security Issuer delivers to the Trustee under the Security Indenture Escrowed Assignment Agreement Documents for such Specified
        Transfer Asset and a Cooperation Agreement to be held by the Trustee under the Security Indenture, all in form and substance satisfactory
        to GS in its sole and absolute discretion, provided that GS in its sole discretion may waive the requirements to deliver
        Escrowed Assignment Agreement Documents and/or a Cooperation Agreement for such Specified Transfer Asset; and

         

        (b)         GS
        determines, in its sole and absolute discretion, that it is satisfied with the transferability of such Specified Transfer Asset.

         

        As used
        herein:

         

        “Assignable Loan” shall
        mean a Loan that is capable of being assigned or novated to, at a minimum, commercial banks or financial institutions (irrespective
        of their jurisdiction of organization) that are not then a lender or a member of the relevant lending syndicate, without the consent
        of the borrower or the guarantor, if any, of such Loan or any agent.

         

        “Assignment Agreement”
        shall mean, for any Underlying Asset, an assignment and assumption agreement in the form required, pursuant to the related Reference
        Instruments, for the transfer by the Security Issuer of all or a portion of the legal and beneficial interest in such Underlying
        Asset. If no form of assignment and assumption agreement is required, pursuant to the related Reference Instruments, for the transfer
        by the Security Issuer of all or a portion of the legal and beneficial interest in such Underlying Asset, then the “Assignment
        Agreement” for such Underlying Asset shall be a reference to the form of assignment and assumption agreement, and any related
        documents, that are customary in the relevant market for the transfer of the legal and beneficial interest in such Underlying Asset.

         

        “Consent Required Loan”
        shall mean a Loan that is capable of being assigned or novated solely with the consent of the borrower and/or the guarantor, if
        any, of such Loan and/or any agent. For the avoidance of doubt, if the assignment or novation of a Loan requires the consent of
        any lender or any other party to such Loan other than the borrower, guarantor or agent of such loan, it shall not satisfy the definition
        of Consent Required Loan.

        

	 	 	 




 






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  “Cooperation Agreement”
        shall mean, with respect to any Underlying Asset for which the provisions of the Reference Instruments require the consent of any
        Specified Person for the transfer of all or any portion of such Underlying Asset by the Security Issuer, an agreement in form and
        substance reasonably acceptable to GS pursuant to which each such Specified Person agrees to provide such consent when and as required
        under the terms of such agreement; it being understood and agreed that the Cooperation Agreements in respect of the Underlying
        Assets issued by Altus Power America, Inc., Horn Intermediate Holdings, Inc., Sunnova Asset Portfolio 5 Holdings, LLC, Swift Worldwide
        Resources US Holdings Corp. and Vantage Energy II, LLC and attached as Annex E hereto are acceptable to GS in all respects.

         

        “Escrowed Assignment Agreement Documents”
        shall mean, with respect to each Underlying Asset, three Assignment Agreements, each executed in blank by (a) the Security Issuer,
        as assignor, and (b) if the signature of any affiliate of the Security Issuer (whether as administrative agent, servicer, registrar
        or in any other capacity) is or could be required on such Assignment Agreement for the transfer of all or any portion of such Underlying
        Asset by the Security Issuer, each such affiliate.

         

        “Reference Instruments”
        shall mean the indenture, credit agreement or other agreement pursuant to which an Underlying Asset has been issued or created,
        each other agreement that governs the terms of or secures the obligations represented by such Underlying Asset or of which the
        holders of such Underlying Asset are the beneficiaries and all related closing documents.

         

        “Specified Person” shall
        mean any Person:

         

        (a)          that
        is an affiliate of the Security Issuer;

         

        (b)        whose
        investment advisor or investment sub-advisor is, or is an affiliate of, the investment advisor or investment sub-advisor of FS
        Energy and Power Fund (including, for the avoidance of doubt, any Person that is a fund sponsored by Franklin Square Holdings,
        L.P.); or

         

        (c)          that
        is a subsidiary of any Person described in clause (a) or (b) above.

         

        “Transferable” shall mean
        an obligation that is transferable to institutional investors without any contractual, statutory or regulatory restriction, provided
        that none of the following shall be considered contractual, statutory or regulatory restrictions:

         

        (a)          contractual,
statutory or regulatory restrictions that provide for eligibility for resale pursuant to Rule 144A or Regulation S promulgated
under the United States Securities Act of 1933, as amended (and any contractual, statutory or regulatory restrictions promulgated
under the laws of any jurisdiction having a similar effect in relation to the eligibility for resale of an obligation);



	 	 	 



 






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 (b)          restrictions         on permitted investments such as statutory or regulatory investment restrictions on
 insurance companies and pension funds; or

         

        (c)      
            restrictions         in respect of blocked periods on or around payment dates or voting periods.

	Restructuring	
        With respect to an Underlying Asset:

         

        (a)          if         such Underlying Asset is a Non-Private Underlying Asset, a “Restructuring” (as defined
        in Section 4.7 of the Credit Definitions)         has occurred in respect of the Underlying Asset; and

         

        (b)          if         such Underlying Asset is a Private Underlying Asset, a
        “Restructuring” (as defined in Section 4.7 of the Credit Definitions)         has occurred in respect of the
        Underlying Asset (except that, for such purposes, Section 4.7(a)(iv) of the Credit Definitions shall         be amended to
        include the following at the end thereof “; or a release of liens or other credit support for the Obligation;         or
        any other change that materially reduces the level of subordination enhancing the Obligation”).

         

        For purposes of this Confirmation, “Multiple
        Holder Obligation” will not be applicable in determining whether any such Restructuring occurs.

         

	Material Modification	A “Specified Change” (as defined in the Security Indenture) to an Underlying Asset.
	Settlement Value	
        As of any
        date:

         

        (a)         in
        respect of any Unsettled Purchase Asset, the aggregate consideration to be paid by the Security Issuer to acquire such Unsettled
        Purchase Asset; and

         

        (b)         in
        respect of any Unsettled Sale Asset, the contractual sale price for such Unsettled Sale Asset (expressed in USD) to be received
        by the Security Issuer from the purchaser of such Underlying Asset; provided that:

         

        (1)         if         the sale of such Unsettled Sale Asset remains unsettled for more than 30
        calendar days, then:

         

        (x)         from time to time upon request from GS Counterparty shall provide to GS all information known to
        Counterparty concerning the facts and circumstances causing such delay in settlement and cooperate with GS in discussing with
        the Security Issuer and the Collateral Manager strategies for accelerating settlement of such sale; and

	 	 	 



 






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(y)      
  if         the purchaser of such Unsettled Sale Asset is an affiliate of Counterparty and such delay in
settlement is not solely a result         of operational or logistical issues, Counterparty and GS shall work together in
good faith to determine the Settlement Value for         such Unsettled Purchase Asset; and

         

        (2)          if
        the sale of such Unsettled Sale Asset continues to remain unsettled for more than 90 calendar days, then the Settlement Value for
        such Unsettled Sale Asset will be determined by the Calculation Agent.

	Credit Event	Defaulted Asset Sale Failure


 


Security Event of Default


 


As used herein:


 


“Defaulted Asset Sale Failure” shall mean the Security Issuer’s failure to Commit to sell any Defaulted Obligation (as defined in the Security Indenture) within 30 days of such Underlying Asset becoming a Defaulted Obligation, provided that the failure to Commit to sell any Defaulted Obligation within 30 days of such Underlying Asset becoming a Defaulted Obligation shall not result in a Defaulted Asset Sale Failure for so long as the Security Issuer continues to use commercially reasonable efforts to continue to sell such Defaulted Obligation after such 30 day period.


 


“Security Event of Default” shall mean, with respect to any Purchased Security, an event of default (however designated) in the Security Indenture.


 


“Security Indenture” shall
mean the indenture or other underlying instruments governing the Purchased Security.



	Zero Value Event	In respect of any Underlying Asset, the occurrence of any one or more of the following:


 


Bankruptcy


 


Failure to Pay


 


As used herein:


 


“Bankruptcy” with respect
to an Underlying Asset shall mean a “Bankruptcy” (as defined in the 2003 ISDA Credit Derivatives Definitions as published
by the International Swap and Derivatives Association, Inc. (the “Credit Definitions”)) with respect to the related
obligor.



	

                                                                                  
	 	



 






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	 	“Failure to Pay” with respect to an Underlying Asset shall mean, after the expiration of any applicable grace period (however defined under the terms of the Underlying Asset), the occurrence of a non-payment of a payment of interest Scheduled to be Due or principal on the Underlying Asset when due, in accordance with the terms of the Underlying Asset at the time of such failure.


 


“Scheduled to be Due”
shall mean, in the case of an interest payment, that such interest payment would accrue during the related calculation period
for the Underlying Asset.

	Commitment	A binding commitment pursuant to FSEP’s and/or the Collateral Manager’s then current policies and procedures to purchase or sell an Underlying Asset between the buyer and seller of such Underlying Asset entered into pursuant to customary documents in the relevant market.  The terms “Commit” and “Committed” have correlative meanings.
	Reinvestment Criteria	The criteria set forth in the Security Indenture (including, without limitation, the criteria set forth in the definition of “Collateral Obligation” set forth therein) that, pursuant to the terms set forth in the Security Indenture are required to be satisfied as a condition to the purchase of an Underlying Asset (other than any consent of one or more holders of the Eligible Security).
	GS Consent Condition	For any Underlying Asset proposed to be acquired by the Security Issuer or any Underlying Asset subject to a Restructuring or Material Modification after it was acquired by the Security Issuer, a condition satisfied if GS consents to such acquisition, Restructuring or Material Modification, as applicable (which GS may withhold in its sole and absolute discretion).
	 	 	 


 

	2.        Conditions to Effectiveness
	Conditions to Effectiveness	
        The effectiveness of each Transaction shall
        be subject to the satisfaction of each of the conditions precedent for such Transaction specified in the Master Repurchase Agreement
        and the satisfaction of each of the following additional conditions:

         

        (a)         a valid Addition Notice has been
        timely delivered to GS;

         

        (b)         in
        the case of the first Transaction hereunder:

         

        (1)          the
        “Closing Date” under and as defined in the Security Indenture shall have occurred, and the Seller shall have acquired
        a portion of the Eligible Security in an amount equal to the Purchased Security Notional Amount for such Transaction; and

         

        (2)          Counterparty
shall have initiated the transfer to GS of a par amount of the Eligible Securities equal to the Purchased Security Notional Amount
for such Transaction pursuant to Paragraph 3(a) of the Master Repurchase Agreement for scheduled settlement substantially in accordance
with the then-current market practice in the principal market for such Security;

        



 






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(c)          in
        the case of each subsequent Transaction hereunder, the related “Increase” under the Security Indenture shall have occurred,
        and Counterparty shall have initiated the transfer to GS of a par amount of the Eligible Securities equal to the Purchased Security
        Notional Amount for such Transaction pursuant to Paragraph 3(a) of the Master Repurchase Agreement for scheduled settlement substantially
        in accordance with the then-current market practice in the principal market for such Security;

         

        (d)          no
        default or event of default with respect to Counterparty has occurred under the Master Repurchase Agreement and is then continuing;
        and

         

        (e)          no
        Margin Deficit exists under the Master Repurchase Agreement.

         

        GS shall prepare and deliver to
Counterparty a revised Annex A (or another form setting forth information corresponding to that set forth on Annex A), reflecting
the terms of such Transaction, reasonably promptly following the satisfaction of the Conditions to Effectiveness for such Transaction.



 

	3.        Financing Fees
	Ramp-Up Period Financing Fee Payments	
        In lieu of accrual and payment of Price
        Differential in respect of the Transactions, on the first Financing Fee Payment Date, Counterparty shall pay to GS an amount in
        USD (the first “Financing Fee Payment”) equal to the sum of:

         

        (a)         for
        each Transaction entered into on or prior to the First Ramp-Up Period End Date:

         

        (1)          the
        Initial Purchase Price for each Transaction; multiplied by

         

        (2)          the
        sum of (x) the Floating Rate as of the Financing Fee Reset Date for the initial Financing Fee Period for such Transaction plus
        (y) the Spread; multiplied by

         

        (3)          the
        Financing Fee Day Count Fraction for the initial Financing Fee Period for such Transaction; and

         

        (b)         for
        all Transactions (collectively) outstanding during the Financing Fee Period commencing on December 15, 2014:

         

        (1)         the
Average Fee Basis Amount; multiplied by

        



 






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(2)          the
        sum of (x) the Floating Rate as of the Financing Fee Reset Date for the Financing Fee Period commencing on December 15, 2014 plus
        (y) the Spread; multiplied by

         

        (3)         the
Financing Fee Day Count Fraction for the Financing Fee Period commencing on December 15, 2014.

	Average Fee Basis Amount	
        (a)         The
        sum, for each day in the Financing Fee Period commencing on December 15, 2014, of the greater of:

         

        (1)         the
        First Floor Amount; and

         

        (2)  
              the         aggregate Purchase Prices for all Transactions on such day; divided
        by

         

        (b)         the
number of days in such Financing Fee Period.

	Pre-Restatement Date Spread	2.75% per annum.
	Post-Restatement Date Spread	3.38% per annum.
	Spread	
        (a)          For
        each day from, and including, the prior Financing Fee Period End Date to, but excluding, the Restatement Date, the Pre-Restatement
        Date Spread; and

         

        (b)
          for each day from, and including, the Restatement Date, the Post-Restatement Date
Spread.

	Post-Second Ramp-Up Period Financing Fee Payments	
        In lieu of accrual and payment of Price
        Differential in respect of all of the Transactions collectively (and without duplication of any Financing Fees theretofore paid
        as part of the Repurchase Price of any Purchased Securities), on each Financing Fee Payment Date (other than the initial Financing
        Fee Payment Date), Counterparty shall pay to GS an amount in USD (the subsequent “Financing Fee Payments”) equal
        to:

         

        (a)          the
        Maximum Aggregate Facility Size; multiplied by

         

        (b)          the
        sum of (1) the Floating Rate as of the Financing Fee Reset Date for such Financing Fee Period plus (2) the Average Applicable
        Margin for such Financing Fee Period; multiplied by

         

        (c)          the
Financing Fee Day Count Fraction.

	Financing Fee Payment Dates	Each date that is 2 Business Days after each Financing Fee Period End Date (commencing with the Financing Fee Period End Date in March 2015).
	Financing Fee Period End Dates	
        (a)          Each
        three-month anniversary of the Facility Commencement Date to, but excluding, the Repurchase Date; and

         

        (b)          the
Repurchase Date.




 






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	Financing Fee Period	
        (a)          For
        each Transaction having a Purchase Date prior to the Second Ramp-Up Period End Date, initially, the period from, and including,
        the Purchase Date for such Transaction to, but excluding, the Financing Fee Period End Date following such Purchase Date; and

         

        (b)          for
        each Transaction (including those having an initial Financing Fee Period under clause (a) above), each period from, and including,
        the prior Financing Fee Period End Date to, but excluding, the current Financing Fee Period End Date.

         

	
        Floating Rate

         
	
        For any Financing Fee Period, three-month
        USD LIBOR, except that linear interpolation will apply for Financing Fee Periods commencing prior to the Second Ramp-Up Period
        End Date.

         

        “USD LIBOR”
for any Financing Fee Period shall be the rate for deposits in U.S. Dollars which appears on the Reuters Screen LIBOR01 (or a
successor page) at 11:00 a.m. London time on the date that is two London Business Days prior to the first day of such Financing
Fee Period (or, if such rate does not appear thereon, the arithmetic mean of the offered quotations of four major banks in London
designated by the Buyer to prime banks in the London interbank market for U.S. Dollar deposits in Europe) having a maturity of
three months.

	
        London Business Day

         
	Any day on which commercial banks are open for general business in London.
	
        New York Business Day

         
	Any day on which commercial banks are open for general business in New York.
	Average Applicable Margin	For any Financing Fee Period, the sum of the Applicable Margin for each day in such Financing Fee Period divided by the number of days in such Financing Fee Period.
	Applicable Margin	
        For any day, the higher of:

         

        (a)         the product of:

         

        (1)         the Spread for such day;
        and

         

        (2)         the
        ratio on such day of:

         

        (x)          the
        Aggregate Purchased Security Notional Amount minus the Adjusted Aggregate Reduction Amount as of such day; to

         

        (y)          the
        Aggregate Purchased Security Notional Amount as of such day; and

         

        (b)          1.49%.

	Financing Fee Day Count Fraction	Actual/360
	Financing Fee Reset Dates	For each Transaction, the first day of each Financing Fee Period for such Transaction



 






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	Adjusted Aggregate Reduction Amount	
        For any day, the lesser of:

         

        (a)         the
        Aggregate Reduction Amount in effect on such day; and

         

        (b)         the
        Cash Value as of such day.

         

	Reduction Amounts	
        If after the Second Ramp-Up Period End Date
        the Collateral Manager proposes a Proposed Underlying Asset for which at least two Pricing Sources are available and GS notifies
        Counterparty (including by telephone or email) that:

         

        (x)          GS
        has determined (in its sole and absolute discretion) that such Proposed Underlying Asset is a Non-Private Underlying Asset; and

         

        (y)          the
        GS Consent Condition is not satisfied with respect to such Proposed Underlying Asset,

         

        such event will constitute a “Rejection
        Event” and the Proposed Underlying Asset will constitute a “Rejected Underlying Asset” unless the GS
        Consent Condition is subsequently satisfied with respect to such Proposed Underlying Asset within three Business Days after GS
        receives a Reduction Notice for the related Reduction Event as described below.

         

        If the GS Consent Condition is not satisfied
        with respect to any Restructuring or any Material Modification of an Underlying Asset, such event will constitute a “Rejection
        Event” and the Underlying Asset will also constitute a “Rejected Underlying Asset” unless the GS Consent
        Condition is subsequently satisfied with respect to such Restructuring or Material Modification within three Business Days after
        GS receives a Reduction Notice for the related Reduction Event as described below.

         

        Each time three unique and consecutive
Rejection Events occur (each with respect to Underlying Assets or Proposed Underlying Assets issued by obligors unaffiliated with
one another), such occurrence will constitute a “Reduction Event”, whereupon Counterparty may, by written notice
to GS (each such notice, a “Reduction Notice”), declare a “Reduction Amount” (with effect from
the date of such Reduction Notice, each such date a “Reduction Date”) with respect to such Reduction Event equal
to the average of the Reduction Calculation Amounts of the Rejected Underlying Assets relating to such Reduction Event (determined,
for the avoidance of doubt, taking into account the portion of such Rejected Underlying Asset that is or would have been acquired
by the Security Issuer), provided that the Reduction Amount related to such Reduction Event shall be deemed reduced to
zero (with effect from the date of the related Reduction Notice) if, within three Business Days following the related Reduction
Date, the GS Consent Condition is subsequently satisfied with respect to one or more of the Rejected Underlying Assets related
to such Reduction Event.

        



 






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For the avoidance of doubt, multiple Reduction
        Events may occur during the term of this Agreement entitling Counterparty to declare Reduction Amounts with respect to each such
        Reduction Event (the sum of all Reduction Amounts at any time, the “Aggregate Reduction Amount” at such time).

         

        If (at any time after any Reduction
Event) the Collateral Manager proposes a Proposed Underlying Asset and GS notifies Counterparty (including by telephone or email)
that the GS Consent Condition is satisfied with respect to such Proposed Underlying Asset (each such date, an “Acceptance
Date”), or the GS Consent Condition is satisfied with respect to a related Restructuring or Material Modification, the
Aggregate Reduction Amount will be reduced (but not below zero) (with effect from such Acceptance Date) by an amount equal to
the Reduction Calculation Amount of such Proposed Underlying Asset or Underlying Asset (determined, for the avoidance of doubt,
taking into account the portion of such Proposed Underlying Asset or Underlying Asset, as the case may be, that is or would have
been acquired by the Security Issuer).

	Reduction Calculation Amount	
        For any Rejection Event relating to a Proposed
        Underlying Asset that is a Rejected Underlying Asset, the proposed purchase price of such Rejected Underlying Asset.

         

        For any Rejection Event relating
to a Restructuring or Material Modifications, the then-prevailing market value of the related Rejected Underlying Asset.

	Pricing Source	For any Underlying Asset or Proposed Underlying Asset, a market maker in the relevant market, LoanX or other pricing sources reasonably acceptable to GS.


 

	4.        Make-Whole Payment
	Make-Whole Payment Requirement	If the Repurchase Date for the Transactions is accelerated for any reason (other than the occurrence of a Regulatory Change, the occurrence of an Assignment-Related Repurchase Date Acceleration or the occurrence of a Dispute-Related Repurchase Date Acceleration) (a “Repurchase Date Acceleration”), then Counterparty shall pay to GS, within five Business Days of the date on which such acceleration occurs, an amount equal to the Make-Whole Amount.
	Make-Whole Amount	In connection with a Repurchase Date Acceleration (if any), an amount equal to the aggregate amount of Financing Fee Payments that would be payable to GS hereunder during the period from and including the date on which such Repurchase Date Acceleration occurs to but excluding the Scheduled Repurchase Date (determined as if the Floating Rate were equal to zero), discounted to present value, all as calculated by the Calculation Agent.





 





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	5.          Application
    of Principal Payments.
	Cash
    Principal Payment Provisions	On
                                         each date on which GS receives a payment (other than a payment of interest) on the Purchased
                                         Security in cash and in immediately available funds (each, a “Cash Principal
                                         Payment”), GS shall reduce the Repurchase Price for such Purchased Security
                                         by an amount equal to the related Repurchase Price Reduction Amount.

         

        On
        or reasonably promptly following the second Business Day after GS’s receipt of a Cash Principal Payment GS shall use commercially
        reasonable efforts to remit to Counterparty an amount equal to the related Counterparty Application Amount.

        

	Repurchase
    Price Reduction Amount	With
                                         respect to any Cash Principal Payment, an amount equal to the product of:

         

        (a)           such
        Cash Principal Payment; and

         

        (b)           one
        minus the Haircut Percentage.

        

	Counterparty
    Application Amount	With
                                         respect to any Cash Principal Payment, an amount equal to the product of:

         

        (a)           such
        Cash Principal Payment; minus

         

        (b)           the
        Repurchase Price Reduction Amount for such Cash Principal Payment.

        



 

	6.          Dispute
    Resolution, Etc.
	Dispute
    Resolution	If
                                         Counterparty in good faith disputes the Asset Market Related Amounts of one or more Underlying
                                         Assets as determined by the Calculation Agent as of any Business Day and, accordingly,
                                         Counterparty wishes to dispute the calculation of a Margin Deficit or an Excess Cure
                                         Collateral Refund Amount (each, a “Dispute”), then for so long as such
                                         Dispute is continuing (and provided that no Event of Default, Monetary Default
                                         or Other Material Default with respect to Counterparty occurs or is then continuing),
                                         upon the request of Counterparty, GS and Counterparty will work together in good faith
                                         to resolve such Dispute, it being understood that Counterparty shall at all times during
                                         the pendency of each Dispute be required to comply with its obligations under Paragraph
                                         4 of the Master Repurchase Agreement based upon the determinations of the Asset Market
                                         Related Amounts of the Underlying Assets as determined by the Calculation Agent.

         

        GS
        agrees that, if any Dispute continues unresolved for more than five Business Days, a “Dispute-Related Repurchase
        Right” shall be deemed to exist until the earlier to occur (if any) of (a) the resolution of such Dispute by
        the parties and (b) the occurrence of an Event of Default, a Monetary Default or an Other Material Default with respect
        to Counterparty.

         

        The
        provisions set forth in this Dispute Resolution section supersede all inconsistent provisions in the Master Repurchase
        Agreement.

        




 






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	Monetary
    Default	A
    default by a party in the payment of money hereunder or under the Master Repurchase Agreement when due (determined without
    regard to any grace period otherwise specified), or a default by such party in the performance or observance of any other
    obligation hereunder or under the Master Repurchase Agreement (determined without regard to any grace period otherwise specified)
    that by its terms can be cured solely by the payment of money.
	Other
    Material Default	A
    default by a party in the performance or observance of any material obligation of that party hereunder or under the Master
    Repurchase Agreement that, with the giving of notice or lapse of time or both, would become an Event of Default with respect
    to such party.


 

	7.          Additional
    Provisions
	Restriking
    Terms	If
    for any period of five or more consecutive Business Days the net amount of cash margin held by GS under Paragraph 4 of the
    Master Repurchase Agreement exceeds 10% of the sum of the then-current Repurchase Prices hereunder, then for so long as such
    condition is continuing (and provided that no Event of Default or event that, with the giving of notice or lapse of
    time or both, would become an Event of Default with respect to Counterparty occurs or is then continuing), upon the request
    of Counterparty, GS and Counterparty will work together in good faith to restrike one or more of the economic terms of the
    Transactions under the Master Repurchase Agreement with a view to reducing or eliminating the amount of cash margin then required
    to be posted to GS thereunder, it being understood that, in connection with any such restriking, GS may require that changes
    to other economic terms of the Transactions be made, and that changes to the terms of the Purchased Securities be made, in
    order to preserve the overall economic effect of the Transactions for GS.
	Limit
    on Optional Redemptions	GS
    agrees that, for so long as any Transaction is outstanding under this Confirmation (unless an Event of Default with respect
    to Counterparty has occurred and is then continuing), it will not give the Security Issuer or the Trustee under the Security
    Indenture any direction to effect a redemption (in whole or in part) of the Purchased Securities.
	Counterparty
    Note Restriction	Counterparty
    agrees that, for so long as any Transaction is outstanding under this Confirmation, it shall not at any time (1) hold any
    portion of the Purchased Securities or (2) transfer any portion of the Purchased Securities (other than pursuant to the provisions
    hereof and of the Master Repurchase Agreement).
	No
    Substitution Rights	Seller
    may not substitute other Securities for the Purchased Security, unless otherwise agreed to by Purchaser in writing in its
    sole and absolute discretion.  



 






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	Indemnity	Counterparty
                                         shall indemnify GS and each Related Party (as defined below) (each such person being
                                         referred to herein as an “Indemnitee”) against, and hold each Indemnitee
                                         harmless from, any and all losses, claims, damages, liabilities and related expenses,
                                         including the reasonable fees and reasonable out-of-pocket expenses of any counsel for
                                         any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection
                                         with, or as a result of (i) the execution or delivery of the Master Repurchase Agreement,
                                         this Confirmation or any agreement or instrument contemplated hereby, the performance
                                         by the parties hereto of their respective obligations hereunder or thereunder or the
                                         consummation of the Transaction or any other transactions contemplated hereby or thereby
                                         or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing,
                                         whether based on contract, tort or any other theory and regardless of whether any Indemnitee
                                         is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
                                         be available to the extent that such losses, claims, damages, liabilities or related
                                         expenses have resulted from the bad faith, gross negligence or willful misconduct of
                                         any Indemnitee or a breach of the Master Repurchase Agreement or this Confirmation by
                                         GS.

         

        Notwithstanding
        the foregoing, in no event shall Counterparty be liable for any indirect, consequential, incidental, exemplary or punitive
        damages, opportunity cost or lost profits (other than as set forth in Paragraph 11 of the Master Repurchase Agreement).

         

        The
        obligations of Counterparty in this Indemnity section shall survive termination of the Transaction and any termination
        of the Master Repurchase Agreement.

         

        As
        used herein “Related Party” means GS’s affiliates and the respective directors, officers, employees,
        agents and advisors of GS and GS’s affiliates.

        

	Taxes

         
	Each
    of the parties hereto intends and agrees to treat the Transaction, for United States income tax purposes, as a secured loan
    made by Buyer to Seller.  Consistent with the Transaction being treated for U.S. federal income tax purposes as
    a secured loan made by Buyer to Seller, Buyer agrees to provide Seller with a Form 1099-INT (or any successor form) with respect
    to interest paid to Buyer and passed on to Seller pursuant to Paragraph 5 of the Master Repurchase Agreement.
	Certain
    Voting Rights	If
                                         GS has the right to exercise any Specified Voting Right in relation to any consent, vote,
                                         direction proposal or resolution arising at any time while this Transaction is outstanding,
                                         then:

         

        (a)          GS
        shall notify Counterparty thereof in writing after its receipt of notice thereof or GS otherwise becomes aware thereof;

         

        (b)          GS
        shall not exercise such Specified Voting Right unless and until directed to do so by Counterparty; and

         

        (c)          GS
        shall either (x) follow Counterparty’s written instructions as to the manner and timing of exercising such Specified Voting
        Right or (y) procure that Counterparty may exercise such Specified Voting Right directly,

        

        




 






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	 	provided
                                         that, without prejudice to clause (b), GS shall have no obligation to take any action
                                         in relation to any direction from Counterparty with respect to the exercise of any Specified
                                         Voting Right if doing so could expose GS to liability, could violate any rule or regulation
                                         applicable to GS or any interpretation thereof (whether or not having the force of law),
                                         could cause reputational damage to GS or otherwise cause GS to otherwise incur any expenses
                                         not paid by Counterparty in a manner satisfactory to GS.

         

        Notwithstanding
        the foregoing, GS may exercise at any time and from time to time all other rights given to it as a holder of the Purchased
        Security as if this Transaction were not outstanding (including, without limitation, all rights to exercise remedies upon
        the occurrence of an event of default or an acceleration event, all rights to give or refrain from giving consents to
        amendments, modifications, supplements and waivers to the Security Indenture and the other documents executed and delivered
        thereunder or in connection therewith, all rights to consent or refrain from giving consent to changes to the assets purchased
        or sold by the Security Issuer, and all rights to otherwise give directions or refrain from giving directions under the
        Purchased Security), in each case other than the Specified Voting Rights.

        

	Specified
    Voting Right	The
    right of a holder of the Purchased Security (in its capacity as such) to participate in the selection or removal of a general
    partner, managing member, member of the board of directors or trustees, investment manager, investment adviser, or commodity
    trading advisor of the Security Issuer (excluding the rights of a creditor to exercise remedies upon the occurrence of an
    event of default or an acceleration event).
	Expense
    Reimbursement	GS
    agrees to reimburse Counterparty for payment of out-of-pocket costs incurred by Counterparty in connection with Additions
    hereunder through the Second Ramp-up Period End Date, promptly following presentation of an invoice therefor, in an amount
    equal to USD 40,000.


 

	8.          Payment
    Details, Etc.
	Payments
    to GS	In
    accordance with GS’s prior written instructions as set forth below or as otherwise delivered to Counterparty.  
	GS
    Payment Details	In
    accordance with GS’s written instructions as delivered to Counterparty.
	GS
    Inquiries	Goldman
                                         Sachs Bank USA 

        Facsimile:          +1
        212 428 4534 

        Email:                gs-sctabs-reporting@ny.email.gs.com

        

	GS
    Notices	Goldman
                                         Sachs Bank USA

        

        Facsimile:          +1
        212 428 4534

        Email:                gs-pfi-mo-confidential@gs.com
        and 

        gs-sct-compliance-delivery@ny.email.gs.com

         

        

        




 






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        With
        a copy to:

         

        Attention:          SCT
        Legal, Derivatives 

        Address:            200
        West Street, 6th Floor 

        New
York, NY 10282

         

        With
        respect to Disputes, with a copy to:

         

        Email:
                        gs-repo-disputes@gs.com 

        Attention:
                  GS Credit

         

        and

         

        Facsimile:
                 +1 212 428 4534 

        Email:
                        gs-sctabs-reporting@ny.email.gs.com 

        Attention:
                  PFI Middle Office

         

        All
        correspondence shall include the GS Reference Number:

        

        SDB4064875388

        

	Payments
    to Counterparty	In
    accordance with Counterparty’s written instructions as set forth below or otherwise delivered to GS.  GS shall make
    no payments (and have no obligation to make any payment hereunder) without having received (i) such written instructions
    and (ii) a fully executed facsimile copy of this Confirmation or other written acceptance of the terms hereof.
	Counterparty
    Payment Details	In
    accordance with Counterparty’s written instructions as delivered to GS.  
	Counterparty
    Inquiries	In
    accordance with Counterparty’s written instructions as delivered to GS


 


(C)        Miscellaneous.


 


		1.	Amendments,
                                         Etc. Except as otherwise expressly stated herein, this Confirmation may not be
                                         amended except in writing signed by both parties.



 


		2.	Execution.
                                         This Confirmation may be executed in counterparts (including by facsimile or electronic
                                         transmission), each of which counterpart, when so executed and delivered, shall be deemed
                                         to be an original and all of which counterparts, taken together, shall constitute one
                                         and the same agreement.



 


		3.	Legal
                                         Requirements. Buyer shall not be required to purchase the Purchased Security
                                         if any such purchase shall result in any violation of applicable rules or regulations,
                                         including, but not limited to, rules applicable to new issuances of securities.



 


(D)
        Additional Acknowledgements, Representations and Agreements:


 


1.           Counterparty
hereby represents to and acknowledges and agrees with GS that:


 


		(i)	It
                                         has consulted with its own tax advisors to the extent that it has deemed necessary, and
                                         it has made its own decisions regarding entering into the Facility based upon its own
                                         judgment and upon any advice from such advisors as it has deemed necessary and not upon
                                         any view expressed by GS or any of its affiliates or agents.



 






    	 	 23	Strafford Funding LLC



     

    

 



		(ii)	The
                                         fair value of the assets of Counterparty will exceed the debt and liabilities, subordinated,
                                         contingent and otherwise of Counterparty, and Counterparty will not have unreasonably
                                         small capital with which to conduct the business in which it is engaged as such business
                                         is now conducted and is proposed to be conducted.



 


2.            Each
party acknowledges and agrees that:


 


		(i)	Unless
                                         identified as an underwriter or arranger in an offering document relating to a Purchased
                                         Security, Underlying Asset or Unsettled Purchase Asset (each, an “Instrument”),
                                         GS and its affiliates have played no role in structuring or arranging any Instrument
                                         or in negotiating or establishing the terms of such Instrument. Whether or not GS or
                                         its affiliates are identified as an underwriter or arranger in any offering document
                                         relating to an Instrument, any and all information that may have been or is in the future
                                         provided by GS to Counterparty with respect to any Instrument is not being furnished
                                         by GS in the capacity of an underwriter or arranger in relation to the Instrument in
                                         connection with the relevant Transaction, and GS accepts no responsibility or liability
                                         therefor.



 


		(ii)	The
                                         contents of this Confirmation and the other agreements relating to the Facility are confidential
                                         and shall not be disclosed to any third party, and neither party shall make any public
                                         announcement relating to the Facility without consent of the other party; except that
                                         disclosure of this Confirmation and the terms of the Facility is permitted (A) where
                                         required or appropriate in response to any summons, subpoena, or otherwise in connection
                                         with any litigation or regulatory inquiry or to comply with any applicable law, order,
                                         regulation, ruling, or disclosure requirement, including without limitation, any requirement
                                         of any regulatory body or stock exchange where the shares of such disclosing party are
                                         listed, as determined by the disclosing party in good faith following consultation with
                                         the other party hereto, (B) to officers, directors, employees, attorneys, accountants
                                         and advisors of the parties or their affiliates who are subject to a duty of confidentiality
                                         to the disclosing party or such affiliate and otherwise have a need to know such information,
                                         (C) to rating agencies and (D) where the information has otherwise become public (other
                                         than as a result of a breach of this subparagraph). Notwithstanding the foregoing or
                                         any other provision in this Confirmation or any other document, GS and Counterparty (and
                                         each employee, representative, or other agent of GS or Counterparty) may each disclose
                                         to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S.
                                         tax structure of the transaction and all materials of any kind (including opinions or
                                         other tax analyses) that are provided to them relating to such U.S. tax treatment and
                                         U.S. tax structure (as those terms are used in Treasury Regulations under Sections 6011,
                                         6111 and 6112 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)),
                                         other than any information for which nondisclosure is reasonably necessary in order to
                                         comply with applicable securities laws.



 


		(iii)	As
                                         of the Facility Commencement Date and so long as either party has or may have any obligation
                                         under any Transaction, it is not and will not be an “employee benefit plan”
                                         (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
                                         amended (“ERISA”)), subject to Title I of ERISA, a “plan”
                                         (as defined in Section 4975(e) of the Code), subject to Section 4975 of the Code or an
                                         entity whose underlying assets include the assets of any such plan by reason of 29 CFR
                                         2510.3-101, Section 3(42) of ERISA or otherwise.



 


		(iv)	GS
                                         and any of its affiliates may deal in any Instrument and may accept deposits from, make
                                         loans or otherwise extend credit to, and generally engage in any kind of commercial or
                                         investment banking or other business with any issuer of or obligor on any Instrument,
                                         any affiliate thereof, any other person or entity having obligations relating to any
                                         Security Issuer or any such issuer or obligor and may act with respect to such business
                                         in the same manner as if any Transaction did not exist and may originate, purchase, sell,
                                         hold or trade, and may exercise consensual or remedial rights in respect of, obligations,
                                         securities or other financial instruments of, issued by or linked to the Security Issuer
                                         or any such issuer or obligor, regardless of whether any such action might have an adverse
                                         effect on such Security Issuer, such issuer or such obligor, the value of the related
                                         Instrument or the position of the other party to such Transaction or otherwise.



 






    	 	 24	Strafford Funding LLC



     

    

 


		(v)	Except
                                         as otherwise expressly provided herein, each party and its affiliates and the Calculation
                                         Agent may, whether by virtue of the types of relationships described herein or otherwise,
                                         at the date hereof or at any time hereafter, be in possession of information regarding
                                         any Security Issuer or any issuer of or obligor on any Instrument, or any affiliate thereof,
                                         that is or may be material in the context of such Transaction and that may or may not
                                         be publicly available or known to the other party. In addition, except as expressly provided
                                         herein, this Confirmation does not create any obligation on the part of such party and
                                         its affiliates to disclose to the other party any such relationship or information (whether
                                         or not confidential).



 


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    	 	 25	Strafford Funding LLC



     

    

 


Counterparty
hereby agrees (a) to check this Confirmation (Reference No.: SDB4064875388) carefully upon receipt so that errors or discrepancies
can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement
between the parties with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation
and providing the other information requested herein and returning an executed copy to SCT Compliance, facsimile No. +1 212 428
4534.





	 	 
	 	Very truly yours,
	 	 
	 	GOLDMAN SACHS BANK USA
	 	 
	 	By: 	/s/
    Ali Meli	 
	 	 	Name:
    Ali Meli
Title:     Managing
    Director






	 
	AGREED AND ACCEPTED BY:
	 
	STRAFFORD FUNDING LLC
	 
	By: 	/s/
    Gerald F. Stahlecker	 
	 	Name:
    Gerald F. Stahlecker
Title:
       Executive Vice President


  





[Second Amended and
Restated Master Confirmation Signature Page]