Exhibit 10.1


 


EXECUTION VERSION


 


LOAN AND SERVICING AGREEMENT


 


dated as of July 29, 2021


 


ORCC
III FINANCING LLC,

as Borrower


 


Owl
Rock Capital Corporation III,

as Equityholder


 


OWL ROCK DIVERSIFIED ADVISORS LLC,


as Collateral Manager


 


THE LENDERS FROM TIME TO TIME PARTIES HERETO,


 


SOCIÉTÉ GÉNÉRALE,

as Agent


 


THE OTHER LENDER AGENTS PARTIES HERETO,


 


State
Street Bank and Trust Company,

as Collateral Agent


 


and


 


ALTER
DOMUS (US) LLC,

as Collateral Custodian


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE I                  DEFINITIONS	1
	 	 	 
	Section 1.1	Defined Terms	1
	 	 	 
	Section 1.2	Other Definitional Provisions	61
	 	 	 
	ARTICLE II                 THE FACILITY, LENDING PROCEDURES AND NOTES	63
	 	 	 
	Section 2.1	Loans	63
	 	 	 
	Section 2.2	Funding of Loans	64
	 	 	 
	Section 2.3	Notes	66
	 	 	 
	Section 2.4	Repayment, Prepayments and Conversion	66
	 	 	 
	Section 2.5	Permanent Reduction of Facility Amount	67
	 	 	 
	Section 2.6	Extension of Revolving Period	68
	 	 	 
	Section 2.7	Calculation of Discount Factor	68
	 	 	 
	Section 2.8	Change in Advance Rate	68
	 	 	 
	Section 2.9	Increase in Facility Amount	70
	 	 	 
	Section 2.10	Facility Termination Date	70
	 	 	 
	Section 2.11	Defaulting Lender	70
	 	 	 
	ARTICLE III               INTEREST, ETC	71
	 	 	 
	Section 3.1	Interest and Daily Commitment Fee	71
	 	 	 
	Section 3.2	Interest Distribution Dates	71
	 	 	 
	Section 3.3	Interest Calculation	72
	 	 	 
	Section 3.4	Computation of Interest, Fees, Etc	72
	 	 	 
	ARTICLE IV               PAYMENTS; TAXES	72
	 	 	 
	Section 4.1	Making of Payments	72




 






    -i-


     


    

 


	Section 4.2	Due Date Extension	72
	 	 	 
	Section 4.3	Taxes	73
	 	 	 
	ARTICLE V                  INCREASED COSTS, ETC	77
	 	 	 
	Section 5.1	Increased Costs, Capital Adequacy	77
	 	 	 
	ARTICLE VI                CONDITIONS TO Loans	78
	 	 	 
	Section 6.1	Effectiveness	78
	 	 	 
	Section 6.2	Loans and Reinvestments	80
	 	 	 
	Section 6.3	Reserved	82
	 	 	 
	Section 6.4	Transfer of Collateral Obligations and Permitted Investments	82
	 	 	 
	ARTICLE VII                ADMINISTRATION AND Management OF COLLATERAL OBLIGATIONS	83
	 	 	 
	Section 7.1	Retention and Termination of the Collateral Manager	83
	 	 	 
	Section 7.2	Resignation and Removal of the Collateral Manager; Appointment of Successor Collateral Manager	84
	 	 	 
	Section 7.3	Duties of the Collateral Manager	85
	 	 	 
	Section 7.4	Representations and Warranties of the Collateral Manager	86
	 	 	 
	Section 7.5	Covenants Relating to the Collateral Manager	88
	 	 	 
	Section 7.6	Collateral Management Compensation	92
	 	 	 
	Section 7.7	Collateral Reporting	92
	 	 	 
	Section 7.8	Reserved	92
	 	 	 
	Section 7.9	Procedural Review of Collateral Obligations; Access to Collateral Manager and Collateral Manager’s Records	92
	 	 	 
	Section 7.10	Optional Sales	93
	 	 	 
	Section 7.11	Repurchase or Substitution of Warranty Collateral Obligations	96
	 	 	 
	ARTICLE VIII              ACCOUNTS; PAYMENTS	96
	 	 	 
	Section 8.1	Accounts	96




 






    -ii-


     


    

 


	Section 8.2	Excluded Amounts	98
	 	 	 
	Section 8.3	Distributions, Reinvestment and Dividends	99
	 	 	 
	Section 8.4	Fees	102
	 	 	 
	Section 8.5	Monthly Report	103
	 	 	 
	ARTICLE IX                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER	103
	 	 	 
	Section 9.1	Organization and Good Standing	103
	 	 	 
	Section 9.2	Due Qualification	103
	 	 	 
	Section 9.3	Power and Authority	104
	 	 	 
	Section 9.4	Binding Obligations	104
	 	 	 
	Section 9.5	Security Interest	104
	 	 	 
	Section 9.6	No Violation	105
	 	 	 
	Section 9.7	No Proceedings	105
	 	 	 
	Section 9.8	No Consents	106
	 	 	 
	Section 9.9	Solvency	106
	 	 	 
	Section 9.10	Compliance with Laws	106
	 	 	 
	Section 9.11	Taxes	106
	 	 	 
	Section 9.12	Monthly Report	106
	 	 	 
	Section 9.13	No Liens, Etc	106
	 	 	 
	Section 9.14	Information True and Correct	107
	 	 	 
	Section 9.15	No Sovereignty	107
	 	 	 
	Section 9.16	Collateral	107
	 	 	 
	Section 9.17	Selection Procedures	107
	 	 	 
	Section 9.18	Indebtedness	108
	 	 	 
	Section 9.19	No Injunctions	108
	 	 	 
	Section 9.20	No Subsidiaries	108




 






    -iii-


     


    

 


	Section 9.21	ERISA Compliance	108
	 	 	 
	Section 9.22	Investment Company Status	108
	 	 	 
	Section 9.23	Set-Off, Etc	108
	 	 	 
	Section 9.24	Collections	108
	 	    	 
	Section 9.25	Value Given	108
	 	 	 
	Section 9.26	Regulatory Compliance	108
	 	 	 
	Section 9.27	Separate Existence	109
	 	 	 
	Section 9.28	Transaction Documents	109
	 	 	 
	Section 9.29	Compliance with Anti-Corruption Laws and Anti-Money Laundering Laws	109
	 	 	 
	Section 9.30	Compliance with Sanctions	109
	 	 	 
	Section 9.31	Beneficial Ownership Certification	109
	 	 	 
	ARTICLE X                    COVENANTS	110
	 	 	 
	Section 10.1	Protection of Security Interest of the Secured Parties	110
	 	 	 
	Section 10.2	Other Liens or Interests	111
	 	 	 
	Section 10.3	Costs and Expenses	111
	 	 	 
	Section 10.4	Initial Eligible Collateral Obligation	111
	 	 	 
	Section 10.5	Separate Existence	111
	 	 	 
	Section 10.6	Hedging Agreements	112
	 	 	 
	Section 10.7	Know Your Customer	114
	 	 	 
	Section 10.8	Taxes	115
	 	 	 
	Section 10.9	Merger, Consolidation, Etc	115
	 	 	 
	Section 10.10	Deposit of Collections	115
	 	 	 
	Section 10.11	Indebtedness; Guarantees	115
	 	 	 
	Section 10.12	Limitation on Purchases from Affiliates	115




 






    -iv-


     


    

 


	Section 10.13	Documents	115
	 	 	 
	Section 10.14	Preservation of Existence	115
	 	 	 
	Section 10.15	Limitation on Investments	116
	 	 	 
	Section 10.16	Distributions	116
	 	 	 
	Section 10.17	Performance of Borrower Assigned Agreements	117
	 	 	 
	Section 10.18	Further Assurances; Financing Statements	117
	 	 	 
	Section 10.19	Obligor Payment Instructions	117
	 	 	 
	Section 10.20	Delivery of Collateral Obligation Files	118
	 	 	 
	Section 10.21	Sanctions	118
	 	 	 
	Section 10.22	Anti-Corruption and Anti-Money Laundering Laws	118
	 	 	 
	Section 10.23	Beneficial Ownership Certification	118
	 	 	 
	Section 10.24	Retention Letter	119
	 	 	 
	Section 10.25	Retention Requirements	119
	 	 	 
	ARTICLE XI                   THE COLLATERAL AGENT	119
	 	 	 
	Section 11.1	Appointment of Collateral Agent	119
	 	 	 
	Section 11.2	Monthly Reports	120
	 	 	 
	Section 11.3	Collateral Administration	120
	 	 	 
	Section 11.4	Removal or Resignation of Collateral Agent	123
	 	 	 
	Section 11.5	Representations and Warranties	124
	 	 	 
	Section 11.6	No Adverse Interest of Collateral Agent	124
	 	 	 
	Section 11.7	Reliance of Collateral Agent	125
	 	 	
	Section 11.8	Limitation of Liability and Collateral Agent Rights	125
	 	 	 
	Section 11.9	Tax Reports	127
	 	 	 
	Section 11.10	Merger or Consolidation	127
	 	 	 
	Section 11.11	Collateral Agent Compensation	127




 






    -v-


     


    

 


	Section 11.12	Anti-Terrorism Laws	128
	 	 	 
	Section 11.13	Erroneous Payments	128
	 	 	 
	ARTICLE XII                GRANT OF SECURITY INTEREST	131
	 	 	 
	Section 12.1	Borrower’s Grant of Security Interest	131
	 	 	 
	Section 12.2	Borrower Remains Liable	132
	 	 	 
	Section 12.3	Release of Collateral	132
	 	 	 
	ARTICLE XIII               EVENT OF DEFAULTS	133
	 	 	 
	Section 13.1	Event of Defaults	133
	 	 	 
	Section 13.2	Effect of Event of Default	136
	 	 	 
	Section 13.3	Rights upon Event of Default	136
	 	 	 
	Section 13.4	Collateral Agent May Enforce Claims Without Possession of Notes	137
	 	 	 
	Section 13.5	Collective Proceedings	137
	 	 	 
	Section 13.6	Insolvency Proceedings	138
	 	 	 
	Section 13.7	Delay or Omission Not Waiver	139
	 	 	 
	Section 13.8	Waiver of Stay or Extension Laws	139
	 	 	 
	Section 13.9	Limitation on Duty of Collateral Agent in Respect of Collateral	139
	 	 	 
	Section 13.10	Power of Attorney	140
	 	 	 
	Section 13.11	Purchase Right	140
	 	 	 
	ARTICLE XIV               THE AGENT	140
	 	 	 
	Section 14.1	Appointment	140
	 	 	 
	Section 14.2	Delegation of Duties	141
	 	 	 
	Section 14.3	Exculpatory Provisions	141
	 	 	 
	Section 14.4	Reliance by Note Agents	142
	 	 	 
	Section 14.5	Notices	142




 






    -vi-


     


    

 


	Section 14.6	Non-Reliance on Note Agents	142
	 	 	 
	Section 14.7	Indemnification	143
	 	 	 
	Section 14.8	Successor Note Agent	143
	 	 	 
	Section 14.9	Note Agents in their Individual Capacity	144
	 	 	 
	Section 14.10	Borrower Procedural Review	144
	 	 	 
	Section 14.11	Certain ERISA Matters	145
	 	 	 
	ARTICLE XV                ASSIGNMENTS	146
	 	 	 
	Section 15.1	Restrictions on Assignments	146
	 	 	 
	Section 15.2	Documentation	146
	 	 	 
	Section 15.3	Rights of Assignee	146
	 	 	 
	Section 15.4	Assignment by Lenders	146
	 	 	 
	Section 15.5	Participations; Pledge	147
	 	 	 
	ARTICLE XVI               INDEMNIFICATION	148
	 	 	 
	Section 16.1	Borrower Indemnity	148
	 	 	 
	Section 16.2	Waiver of Consequential Damages, Etc	148
	 	 	 
	Section 16.3	Contribution	149
	 	 	 
	Section 16.4	Net After-Tax Basis	149
	 	 	 
	ARTICLE XVII              MISCELLANEOUS	149
	 	 	 
	Section 17.1	No Waiver; Remedies	149
	 	 	 
	Section 17.2	Amendments, Waivers	149
	 	 	 
	Section 17.3	Notices, Etc	153
	 	 	 
	Section 17.4	Costs and Expenses	155
	 	 	 
	Section 17.5	Binding Effect; Survival	155
	 	 	 
	Section 17.6	Captions and Cross References	156




 






    -vii-


     


    

 


	Section 17.7	Severability	156
	 	 	 
	Section 17.8	GOVERNING LAW	156
	 	 	 
	Section 17.9	Counterparts	156
	 	 	 
	Section 17.10	WAIVER OF JURY TRIAL	156
	 	 	 
	Section 17.11	No Proceedings	156
	 	 	 
	Section 17.12	Limited Recourse	157
	 	 	 
	Section 17.13	ENTIRE AGREEMENT	158
	 	 	 
	Section 17.14	Confidentiality	158
	 	 	 
	Section 17.15	Non-Confidentiality of Tax Treatment	159
	 	 	 
	Section 17.16	Replacement of Lenders	160
	 	 	 
	Section 17.17	Consent to Jurisdiction	161
	 	 	 
	Section 17.18	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	161
	 	 	 
	Section 17.19	No Advisory or Fiduciary Responsibility	161
	 	 	 
	Section 17.20	USA Patriot Act	162
	 	 	 
	Section 17.21	Right of Setoff	162
	 	 	 
	Section 17.23	Acknowledgement Regarding any Supported QFCs	163
	 	 	 
	Section 17.24	Certain Changes with Respect to GBP Loan Reference Rate	163
	 	 	 
	Section 17.25	Electronic Signatures	164
	 	 	 
	ARTICLE XVIII         COLLATERAL CUSTODIAN	165
	 	 	 
	Section 18.1	Designation of Collateral Custodian	165
	 	 	 
	Section 18.2	Duties of the Collateral Custodian	165
	 	 	 
	Section 18.3	Delivery of Collateral Obligation Files	168
	 	 	 
	Section 18.4	Collateral Obligation File Certification	168
	 	 	 
	Section 18.5	Release of Collateral Obligation Files	169



 






    -viii-


     


    

 


	Section 18.6	Examination of Collateral Obligation Files	171
	 	 	 
	Section 18.7	Lost Note Affidavit	171
	 	 	 
	Section 18.8	Transmission of Collateral Obligation Files	171
	 	 	 
	Section 18.9	Merger or Consolidation	171
	 	 	 
	Section 18.10	Collateral Custodian Compensation	172
	 	 	 
	Section 18.11	Removal or Resignation of Collateral Custodian	172
	 	 	 
	Section 18.12	Limitations on Liability	173
	 	 	 
	Section 18.13	Collateral Custodian as Agent of Collateral Agent	175




 






    -ix-


     


    

 





	EXHIBIT A	Form of Note
	EXHIBIT B	Audit Standards
	EXHIBIT C-1	Form of Loan Request
	EXHIBIT C-2	Form of Reinvestment Request
	EXHIBIT C-3	Form of Asset Approval Request
	EXHIBIT C-4	Form of FX Reallocation Notice
	EXHIBIT D	Form of Monthly Report
	EXHIBIT E	Form of Approval Notice
	EXHIBIT F-1	Authorized Representatives of Collateral Manager
	EXHIBIT F-2	Request for Release and Receipt
	EXHIBIT F-3	Request for Release of Request for Release and Receipt
	EXHIBIT G-1	U.S. Tax Compliance Certificate (Foreign Lender - non-Partnerships)
	EXHIBIT G-2	U.S. Tax Compliance Certificate (Foreign Participant - non-Partnerships)
	EXHIBIT G-3	U.S. Tax Compliance Certificate (Foreign Participants - Partnerships)
	EXHIBIT G-4	U.S. Tax Compliance Certificate (Foreign Lenders - Partnerships)
	EXHIBIT H	Schedule of Collateral Obligations Certification
	EXHIBIT I	Form of Assignment Agreement
	EXHIBIT J	Retention Letter
	 	 
	SCHEDULE 1	Diversity Score Calculation
	SCHEDULE 2	Moody’s Industry Classification Group List
	SCHEDULE 3	Collateral Obligations
	SCHEDULE 4	S&P Industry Classifications
	SCHEDULE 5	Daily Non-Cumulative Compounded RFR Rate




 






    -x-


     


    

 


LOAN AND SERVICING AGREEMENT


 


THIS
LOAN AND SERVICING AGREEMENT is made and entered into as of July 29, 2021, among ORCC III
FINANCING LLC, a Delaware limited liability company (the “Borrower”), Owl
Rock Capital Corporation III, a Maryland corporation, as Equityholder (as hereinafter defined) and OWL
ROCK DIVERSIFIED ADVISORS LLC, as Collateral Manager (as hereinafter defined), each LENDER (as hereinafter defined) FROM TIME TO
TIME PARTY HERETO, the LENDER AGENTS for the Lender Groups (as hereinafter defined) from time to time parties hereto (each such party,
in such capacity, together with their respective successors and permitted assigns in such capacity, a “Lender Agent”),
ALTER DOMUS (US) LLC, as Collateral Custodian (as hereinafter defined), State
Street Bank and Trust Company, as Collateral Agent (as hereinafter defined), and SOCIÉTÉ GÉNÉRALE,
as Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”).


 


RECITALS


 


WHEREAS, the Borrower desires
that each Lender extend financing on the terms and conditions set forth herein; and


 


WHEREAS, each Lender desires
to extend financing on the terms and conditions set forth herein.


 


NOW, THEREFORE, based upon the
foregoing Recitals, the premises and the mutual agreements herein contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1     Defined
Terms. As used in this Agreement, the following terms have the following meanings:


 


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


 


“Account”
means the Unfunded Exposure Account, the Custodial Account, the Principal Collection Account and the Interest Collection Account, each
of which shall be comprised of a securities account and a related deposit account, together with any sub-accounts deemed appropriate or
necessary by the Securities Intermediary, for convenience in administering such accounts.


 


“Account Collateral”
has the meaning set forth in Section 12.1(d).


 


“Account Control Agreement”
means the Account Control Agreement, dated as of the Effective Date, by and between the Borrower, as pledgor, the Collateral Agent on
behalf of the Secured Parties, as secured party, and State Street Bank and Trust Company, as Securities Intermediary and depository bank.


 






    


     


    

 


“Accrual Period”
means, with respect to any Distribution Date, the period from and including the previous Distribution Date (or, in the case of the first
Distribution Date, from and including the Effective Date) through and including the day preceding such Distribution Date.


 


“Adjusted Aggregate
Eligible Collateral Obligation Balance” means, as of any date, the Aggregate Eligible Collateral Obligation Amount minus
the Excess Concentration Amount on such date.


 


“Advance Rate”
means, with respect to any Eligible Collateral Obligation and as of any date of determination, the applicable percentage assigned to
such Eligible Collateral Obligation by the Agent in accordance with the following chart determined based on the Diversity Score as of
such date:


	 	 
	Advance Rates

for Diversity Score 

above 7	55%
	Advance Rates

for Diversity Score 

equal to or below 7	50%
	 	 


 


“Advance Rate Adjustment
Factor” means, with regard to any Collateral Obligation, the amount equal to (i) the Total Net Leverage Ratio as of the
Relevant Test Period most recently ended prior to the Cut-Off Date for such Collateral Obligation divided by (ii) the Total Net Leverage
Ratio as of the Relevant Test Period most recently ended prior to the relevant date of determination; provided that such amount
shall not be greater than 1.0 at any time.


 


“Adverse Claim”
means any claim of ownership or any Lien, title retention, trust or other charge or encumbrance, or other type of preferential arrangement
having the effect or purpose of creating a Lien, other than Permitted Liens.


 


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


 


“Affected Person”
has the meaning set forth in Section 5.1.


 


“Affiliate”
of any Person means any other Person that directly or indirectly Controls, is Controlled by or is under common Control with such Person
(excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan). For the purposes of
this definition, “Control” shall mean the possession, directly or indirectly (including through affiliated entities),
of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities,
provision of management services, by contract or otherwise, and the terms “Controlling” and “Controlled” shall
have meanings correlative thereto.


 






    -2-


     


    

 


“Agent” has
the meaning set forth in the Preamble.


 


“Aggregate Eligible
Collateral Obligation Amount” means, as of any date, the sum of the Collateral Obligation Amounts for all Eligible Collateral
Obligations.


 


“Aggregate Notional
Amount” shall mean, with respect to any date of determination, an amount equal to the sum of the notional amounts or equivalent
amounts of all outstanding Hedging Agreements, Replacement Hedging Agreements and Qualified Substitute Arrangements, each as of such date
of determination.


 


“Aggregate Unfunded
Amount” shall mean, as of any date of determination, the equivalent in Dollars, as determined by the Collateral Manager using
the Applicable Conversion Rate, the sum of the unfunded commitments and all other standby or contingent commitments associated with each
Variable Funding Asset included in the Collateral as of such date. The Aggregate Unfunded Amount shall not include any commitments under
Variable Funding Asset that has expired, terminated or been reduced to zero, and shall be reduced concurrently (upon notice to the Agent)
with each documented reduction in commitments of the Borrower under the Variable Funding Asset.


 


“Agreement”
means this Loan and Servicing Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.


 


“Alternate
Base Rate” means, for any day in any Accrual Period with respect to any Loan, the higher of (A) the Federal Funds
Rate in effect for such day (or if such day is not a Business Day, the immediately prior Business Day) (as determined by the Agent) plus
1/2 of 1% and (B) the “prime rate” as quoted by Bloomberg L.P. in its “PRIMBB Index” (or any successor or
replacement index) for such day (or if such day is not a Business Day, the immediately prior Business Day).


 


“Amount Available”
means, with respect to any Distribution Date, the sum of (a) the amount of Collections with respect to the related Collection Period
and any amounts paid into the Collection Account under any Hedging Agreement during the related Collection Period with respect to the
Accrual Period ending on the day preceding such Distribution Date (excluding any Collections necessary to settle the acquisition of Eligible
Collateral Obligations), plus (b) any investment income earned on amounts on deposit in the Collection Account since the immediately
prior Distribution Date (or since the Effective Date in the case of the first Distribution Date), plus (c) any Repurchase
Amounts deposited in the Collection Account and any Equityholder capital contributions with respect to the related Collection Period.


 


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


 






    -3-


     


    

 


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


 


“Applicable Conversion
Rate” means, with respect to Euros, GBPs, or CADs, the applicable currency-Dollar spot rate that appeared on the Bloomberg screen
for such currency (i) if such date is a Determination Date, at the end of such day or (ii) otherwise, at the end of the immediately
preceding Business Day.


 


“Applicable Interest
Rate” means (a) with respect to any Collateral Obligation denominated in CAD or any CAD Loan, the CDOR Rate, (b) with
respect to any Collateral Obligation denominated in Euros or any Euro Loan, the EURIBOR Rate, (c) with respect to any Collateral
Obligation denominated in GBP or any GBP Loan, the SONIA Rate and (d) with respect to any other Collateral Obligation or any other
Loan, the LIBOR Rate.


 


“Applicable Law”
means for any Person all existing and future laws, rules, regulations (including temporary and final income tax regulations), statutes,
treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Official Body applicable to such Person
and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or
quasi-judicial tribunal or agency of competent jurisdiction.


 


“Applicable Margin”
means (i) prior to the occurrence of any Event of Default, (a) 2.2693% per annum with respect to GBP Loans (other than GBP Loans
subject to the Alternate Base Rate) and (b) 2.15% per annum with respect to any other Loan and (ii) on and after the occurrence
of any Event of Default, (a) 4.2693% per annum with respect to GBP Loans (other than GBP Loans subject to the Alternate Base Rate)
and (b) 4.15% with respect to any other Loan.


 


“Applicable Time Zone”
means (i) with respect to Dollar Loans and CAD Loans, New York City time and (ii) with respect to Euro Loans and GBP Loans,
London time.


 


“Appropriate Accounting
Principles” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements
of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession
in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.


 


“Approval Date”
means, with respect to any Collateral Obligation, the date on which the Agent executes an Approval Notice with respect to such Collateral
Obligation.


 


“Approval Notice”
means, with respect to any Collateral Obligation, a copy of a notice executed by the Agent in the form of Exhibit E, evidencing,
among other things, the approval of the Agent, in its sole discretion, of such Collateral Obligation, the applicable Eligible Currency
and the applicable Discount Factor, the jurisdiction (if other than the United States or any State thereof) of the applicable Obligor,
the loan type and lien priority, the Effective LTV, Total Net Leverage Ratio, other non-cash charges included in EBITDA.


 






    -4-


     


    

 



 





“Approved Valuation
Agent” means, with respect to (i) any Collateral Obligation, any valuation firm either (a) specified on the related
Asset Approval Request or Reinvestment Request and approved by the Agent and the Borrower or (b) otherwise approved in writing by
the Agent in its reasonable discretion or (ii) any calculation of the Discount Factor, Houlihan Lokey, Inc.; Duff &
Phelps LLC; Lincoln Advisors; Murray, Devine and Company; and Valuation Research Corporation and such others as may be added from time
to time with the prior consent of the Agent.


 


“Asset Approval Request”
means a notice in the form of Exhibit C-3 which requests an Approval Notice with respect to one or more Collateral Obligations
and shall include (among other things):


 


(a)            the
proposed date of each related acquisition;


 


(b)            the
Collateral Manager’s internal risk rating (including all other output and related calculations, if any) for each such Collateral
Obligation;


 


(c)            the
Total Net Leverage Ratio and Effective LTV for each such Collateral Obligation, measured as of the last date financial statements were
available with respect to the related Obligor;


 


(d)            each
requested other non-cash charge to be included in EBITDA (if any);


 


(e)            a
list, for each such Second Lien Loan, of any Liens permitted under the applicable Underlying Instruments that are permitted to (i) secure
borrowed money in excess of $500,000, whether individually or in the aggregate and (ii) rank in priority senior to or pari passu
with such Second Lien Loan;


 


(f)            a
related Schedule of Collateral Obligations; and


 


(g)            the
Information Package.


 


“Assignment Agreement”
means an agreement in the form of Exhibit I to this Agreement (or in such other form as reasonably approved by Agent) appropriately
completed and delivered in connection with a Person becoming a Lender hereunder after the Effective Date, as acknowledged and agreed by
the Agent and/or the Borrower to the extent required in accordance with the terms of this Agreement.


 


“Available Funds”
has the meaning set forth in Section 17.12.


 


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


 






    -5- 


     


    

 


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


 


“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolutions of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).


 


“Bankruptcy Code”
means the United States Bankruptcy Code, 11 U.S.C. § 101, et seq., as amended.


 


“Base Rate”
for any Loan means a rate per annum equal to the Applicable Interest Rate for such Loan or portion thereof; provided, that
in the case of


 


(a)            any
day on or after the first day on which a Committed Lender shall have notified the Agent that the introduction of or any change in or in
the interpretation of any law or regulation makes it unlawful, or any central bank or other Official Body asserts that it is unlawful,
for such Committed Lender to fund such Loan at the Base Rate set forth above (and such Committed Lender shall not have subsequently notified
the Agent that such circumstances no longer exist), or


 


(b)            any
period in the event the Applicable Interest Rate is not reasonably available to any Lender for such period,the “Base
Rate” shall be a floating rate per annum equal to the Alternate Base Rate in effect on each day of such period.


 


“Basel III Regulation”
shall mean, with respect to any Affected Person, any rule, regulation or guideline applicable to such Affected Person and arising directly
or indirectly from (a) any of the following documents prepared by the Basel Committee on Banking Supervision of the Bank of International
Settlements: (i) Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring (December 2010),
(ii) Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems (June 2011), (iii) Basel III:
The Liquidity Coverage Ratio and Liquidity Risk Monitoring Tools (January 2013), or (iv) any document supplementing, clarifying
or otherwise relating to any of the foregoing, or (b) any accord, treaty, statute, law, rule, regulation, guideline or pronouncement
(whether or not having the force of law) of any governmental authority implementing, furthering or complementing any of the principles
set forth in the foregoing documents of strengthening capital and liquidity, in each case as from time to time amended, restated, supplemented
or otherwise modified. Without limiting the generality of the foregoing, “Basel III Regulation” shall include Part 6
of the European Union regulation on prudential requirements for credit institutions and investment firms and any law, regulation, standard,
guideline, directive or other publication supplementing or otherwise modifying the CRR.


 






    -6- 


     


    

 


“Benchmark”
means, initially, USD LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its
related Benchmark Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to Section 17.2.


 


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


 


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


 


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


 


(3)            the
sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrower as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement
benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing
market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated
credit facilities at such time and (b) the related Benchmark Replacement Adjustment;provided that, in the case of clause
(1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to
time as selected by the Agent in its reasonable discretion. If the Benchmark Replacement as determined pursuant to clause (1), (2) or
(3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement
and the other Transaction Documents.


 


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


 


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


 


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



 






    -7- 


     


    

 


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



 


(2)            for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the
Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities;
provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that
publishes such Benchmark Replacement Adjustment from time to time as selected by the Agent in its reasonable discretion.


 


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


 


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


 


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


 






    -8- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    -9- 


     


    

 


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


 


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


 


“Benchmark Unavailability
Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or
(2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Transaction Document in accordance with Section 17.2 and (y) ending at the time that a Benchmark
Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 17.2.


 


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


 


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


 


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


 


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


 


“Borrower”
has the meaning set forth in the Preamble.


 


“Borrower Assigned
Agreements” has the meaning set forth in Section 12.1(c).


 


“Borrowing
Base” means the sum of (a)  the product of (i) the weighted average of the Advance Rates with respect to each
of the Eligible Collateral Obligations provided that such weighted average shall be calculated, for the avoidance of doubt, using the
Collateral Obligation Amount for each such Eligible Collateral Obligation net of the Excess Concentration Amount attributable to such
Eligible Collateral Obligation and (ii) the sum of the Collateral Obligation Amounts for all Eligible Collateral Obligations minus
the Excess Concentration Amount attributable to such Eligible Collateral Obligations on such date, minus (b) the Foreign Currency
Reserve Amount plus (c)  the equivalent in Dollars of the amount of Principal Collections on deposit in the Principal Collection
Account (as determined by the Collateral Manager using the Applicable Conversion Rate).


 






    -10- 


     


    

 


“Borrowing Base Condition”
means, both before and after giving pro forma effect to any such distribution, (i) (a) with respect to any distribution permitted
under Sections 10.16(a)(A)(1) and 10.16(a)(A)(2), the Borrowing Base is greater than or equal to the Loans outstanding
and (b) with respect to any distribution permitted under Sections 10.16(a)(A)(3) and 10.16(a)(A)(4), the Borrowing
Base is greater than or equal to 110% of the Loans outstanding or (iii)  the Foreign Currency Loan Amount would exceed the Foreign
Currency Sublimit on such day.


 


“Borrowing Base Deficiency”
means an event that occurs and is continuing on any date of determination that the Outstanding Loan Amount exceeds the Borrowing Base.


 


“Business Day”
means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Applicable Laws
of, or are in fact closed in, the State of New York or Paris, France or the city in which the offices of the Collateral Agent or Collateral
Custodian is located, and, if such day relates to any Collateral Obligation, means any such day on which dealings in deposits in an Eligible
Currency are conducted by and between banks in the London interbank eurodollar market and if such day relates to any interest rate settings
as to any GBP Loan, any fundings, disbursements, settlements and payments in respect of any GBP Loan, or any other dealings to be carried
out pursuant to this Agreement in respect of any such GBP Loan, any day that is a RFR Banking Day.


 


“CAD” means
the lawful money of Canada.


 


“CAD Loan”
means each Loan made in CAD.


 


“Cash Interest Expense”
means with respect to any Obligor for any period, the amount which, in conformity with Appropriate Accounting Principles, would be set
forth opposite the caption “interest expense” (exclusive of any Retained Interest that, according to the term of the Underlying
Instruments, can never be converted to cash interest that is due and payable prior to maturity) or any like caption reflected on the most
recent financial statements delivered by such Obligor to the Borrower for such period.


 


“Cause” means,
with respect to an Independent Manager, (i) acts or omissions by such Independent Manager that constitute willful disregard of such
Independent Manager’s duties as set forth in the Borrower’s organizational documents, (ii) that such Independent Manager
has engaged in or has been charged with, or has been convicted of, fraud or other acts constituting a crime under any law applicable to
such Independent Manager, (iii) that such Independent Manager is unable to perform his or her duties as Independent Manager due to
death, disability or incapacity, or (iv) that such Independent Manager no longer meets the definition of Independent Manager.


 


“CDOR Rate”
means, with respect to any Accrual Period, the average rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) applicable
to bankers’ acceptances for a term equivalent to the Accrual Period appearing on the Bloomberg
Professional Service (or any successor thereto) CDOR Screen Rate as of 10:00 a.m. (Toronto time), on the first day of such
Accrual Period, or if such date is not a Business Day, then on the immediately preceding Business Day; provided, however,
if such rate does not appear on the Bloomberg Professional Service (or any successor thereto) CDOR Screen Rate as contemplated, then the
CDOR Rate on any date shall be calculated as the arithmetic mean of the rates of interest quoted as of 10:00 a.m. (Toronto time)
on such day by the Agent on the basis of the discount amount at which the Agent is then offering to purchase CAD denominated bankers’
acceptances that have a comparable aggregate face amount to the Loans outstanding in CAD and the same term to maturity as such Accrual
Period, or if such date is not a Business Day, then on the immediately preceding Business Day.


 






    -11- 


     


    

 


“Central
Bank Rate” means the Bank of England’s Bank Rate as published by the Bank of England from time to time. A reference
in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.


 


“Central
Bank Rate Adjustment” means, in relation to any RFR Banking Day, the mean (calculated by the Agent) of the Central Bank
Rate Spreads for the five most immediately preceding RFR Banking Days for which SONIA was available, excluding the days with the highest
(and if there is more than one highest spread, only one of those highest spreads) and lowest spreads (or if there is more than one lowest
spread, only one of those lowest spreads) to the Central Bank Rate.


 


“Central Bank Rate
Spread” means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the
Agent between:


 


(a)            SONIA
for that RFR Banking Day; and


 


(b)            the
Central Bank Rate prevailing at close of business on that RFR Banking Day.


 


“Change of Control”
means any of (a) the Equityholder shall no longer be the sole equityholder of the Borrower (free and clear of any liens), and (b) Owl
Rock Diversified Advisors LLC, or an Affiliate of Owl Rock Diversified Advisors LLC, ceases to be the investment adviser to, and otherwise
control the investment management and investment policies of, the Equityholder.


 


“Code” means
the Internal Revenue Code of 1986, as amended.


 


“Collateral”
has the meaning set forth in Section 12.1.


 


“Collateral Agent”
means State Street Bank and Trust Company, solely in its capacity as Collateral Agent, together with its successors and permitted assigns
in such capacity.


 


“Collateral Agent Capped
Fees/Expenses” means, at any time, the Collateral Agent Fees and Expenses such that the aggregate amount of such Collateral
Agent Fees and Expenses paid to the Collateral Agent under the Transaction Documents in any calendar year does not exceed $125,000.


 






    -12- 


     


    

 


“Collateral Agent Fee
Letter” means that certain letter agreement between the Collateral Agent and the Borrower, as the same may be amended, supplemented
or otherwise modified by the parties thereto with the consent of the Agent.


 


“Collateral Agent Fees
and Expenses” has the meaning set forth in Section 11.11.


 


“Collateral Custodian”
means Alter Domus (US) LLC, solely in its capacity as Collateral Custodian, together with its successors and permitted assigns in such
capacity.


 


“Collateral Custodian
Capped Fees/Expenses” means, at any time, the Collateral Custodian Fees and Expenses such that the aggregate amount of such
Collateral Custodian Fees and Expenses paid to the Collateral Custodian under the Transaction Documents in any calendar year does not
exceed $125,000.


 


“Collateral Custodian
Fee Letter” means that certain fee letter between the Collateral Custodian and the Borrower, as such letter may be amended,
modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.


 


“Collateral Custodian
Fees and Expenses” has the meaning set forth in Section 11.11.


 


“Collateral Database”
has the meaning set forth in Section 11.3(a)(i).


 


“Collateral Manager”
means initially Owl Rock Diversified Advisors LLC, or any successor Collateral Manager appointed pursuant to this Agreement.


 


“Collateral Manager
Event of Default” means the occurrence of one of the following events:


 


(a)            any
failure by the Collateral Manager to deposit or credit, or to deliver for deposit, in the Collection Account any amount required hereunder
to be so deposited, credited or delivered or to make any required distributions therefrom;


 


(b)            failure
on the part of the Collateral Manager duly to observe or to perform in any respect any other covenant or agreement of the Collateral Manager
which failure continues unremedied for a period of 30 days (if such failure can be remedied) after the date on which written notice of
such failure shall have been given to the Collateral Manager by the Borrower, the Collateral Agent or the Agent (with a copy to each Lender
Agent);


 


(c)            the
occurrence of an Insolvency Event with respect to the Collateral Manager;


 


(d)            any
representation, warranty or statement of the Collateral Manager made in this Agreement or any certificate, report or other writing delivered
pursuant hereto shall prove to be incorrect as of the time when the same shall have been made (i) which incorrect representation,
warranty or statement has a material and adverse effect on (1) the validity, enforceability or collectability of any other Transaction
Document or (2) the rights and remedies of any Secured Party with respect to matters arising under this Agreement or any other Transaction
Document, and (ii) within 30 days after written notice thereof shall have been given to the Collateral Manager by the Borrower, the
Collateral Agent or the Agent, the circumstance or condition in respect of which such representation, warranty or statement was incorrect
shall not have been eliminated or otherwise cured;


 






    -13- 


     


    

 


(e)            an
Event of Default occurs;


 


(f)            the
failure of the Collateral Manager to make any payment when due (after giving effect to any related grace period) under one or more agreements
for borrowed money to which it is a party in an aggregate amount in excess of $5,000,000, individually or in the aggregate; or (ii) the
occurrence of any event or condition that has resulted in or permits the acceleration of such recourse debt, whether or not waived;


 


(g)            the
rendering against the Collateral Manager of one or more final, non-appealable judgments, decrees or orders for the payment of money in
excess of $5,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect
for any period of more than sixty (60) consecutive days without a stay of execution;


 


(h)            a
Change of Control occurs;


 


(i)            the
Collateral Manager shall be indicted, or any of its senior executive officers shall be convicted, of a criminal offense or fraud under
the laws of the United States or a state thereof or the laws of any other jurisdiction in which it conducts business, materially related
to the Collateral Manager’s asset management business, unless, in the case of a conviction of a senior executive officer of the
Collateral Manager, such senior executive officer has, within 30 days after such occurrence, been removed from performing work in fulfillment
of the Collateral Manager’s obligations under this Agreement;


 


(j)            failure
of the Retention Holder to comply with its obligations under the Retention Letter; or


 


(k)            Owl
Rock Diversified Advisors LLC or an entity as described in Section 7.2(c), as applicable, ceases to be the Collateral Manager;
provided that a reorganization of the Collateral Manager during the normal course of business with an Affiliate shall not be a
Collateral Manager Event of Default.


 


“Collateral Manager
Standard” means, with respect to any Collateral Obligations, to service and administer such Collateral Obligations on behalf
of the Borrower for the benefit of the Secured Parties (including in respect of any exercise of discretion) with reasonable care (i) using
a similar degree of care, skill and attention as it employs with respect to similar collateral that which the Collateral Manager exercises
with respect to comparable assets and/or portfolios that such Person manages for itself and others having similar investment objectives
and restrictions and (ii) to the extent not inconsistent with clause (i), the Collateral Manager’s customary standards, policies
and procedures.


 






    -14- 


     


    

 


“Collateral Obligation”
means a commercial loan or participation interest therein or bond owned by the Borrower, excluding the Retained Interest thereon.


 


“Collateral Obligation
Amount” means for any Collateral Obligation, as of any date of determination, an amount equal to the product of (i) the
Discount Factor of such Collateral Obligation at such time multiplied by (ii) the Principal Balance of such Collateral Obligation
at such time.


 


The Collateral Obligation Amount
of any Collateral Obligation that ceases to be (or otherwise is not) an Eligible Collateral Obligation (other than the requirement set
forth in clause (c) or (x) in the definition thereof) shall be zero; provided that, unless the Agent agrees otherwise,
in connection with clause (c) of the definition of Eligible Collateral Obligation, after the occurrence of a thirty (30) day grace
period, and if the Collateral Obligation is still a Defaulted Collateral Obligation, such Collateral Obligation Amount shall be an amount
determined by the Agent in its sole discretion.


 


“Collateral Obligation
File” means, with respect to each Collateral Obligation as identified on the related Document Checklist, (i) if the Collateral
Obligation includes a promissory note, (x) an original, executed copy of such promissory note, or (y) in the case of a lost
promissory note, a copy of such executed promissory note accompanied by an original executed affidavit and indemnity endorsed by the Borrower
in blank, in each case with respect to clause (x) or clause (y) with an unbroken chain of endorsements from each prior holder
of such promissory note to the Borrower or in blank (unless such note is in bearer form, in which case delivery alone shall suffice),
or (z) in the case of a noteless Collateral Obligation, a copy of each executed document or instrument evidencing the assignment
of such Collateral Obligation to the Borrower, (ii) copies (as indicated on the Schedule of Collateral Obligations and the related
Document Checklist) of any related loan agreement, security agreement, mortgage, moveable or immoveable hypothec, deed of hypothec, guarantees,
note purchase agreement, intercreditor and/or subordination agreement, each to the extent in the possession of the Borrower, (iii) copies
of the file-stamped (or the electronic equivalent of) UCC financing statements and continuation statements (including amendments or modifications
thereof) authorized by the Obligor thereof or by another Person on the Obligor’s behalf in respect of such Collateral Obligation
and (iv) any other document included by the Collateral Manager on the related Document Checklist.


 


“Collateral Obligation
Schedule” means the list of Collateral Obligations set forth on Schedule 3, as the same may be updated by the Borrower
(or the Collateral Manager on behalf of the Borrower) from time to time.


 


“Collection Account”
means, collectively, the Principal Collection Account and the Interest Collection Account.


 


“Collection Period”
means, with respect to the first Distribution Date, the period from and including the Effective Date to and including the Determination
Date preceding the first Distribution Date; and thereafter, the period from but excluding the Determination Date preceding the previous
Distribution Date to and including the Determination Date preceding the current Distribution Date.


 






    -15- 


     


    

 


“Collections”
means the sum of all Interest Collections and all Principal Collections received with respect to the Collateral.


 


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


 


“Commitment Fee Rate”
means, on any date of determination, (i) prior to the closing date of any Permitted Securitization: (A) (x) prior to the
three-month anniversary of the Effective Date, 0.00%, (y) thereafter, 0.50% (or, with respect to any date after the nine-month anniversary
of the Effective Date, if the amount drawn under the Facility is less than the Minimum Commitment Usage, 1.00%) and (ii) on and after
the closing date of any Permitted Securitization: (x) prior to the three-month anniversary of such date, 0.00% and (y) thereafter,
0.50% (or, with respect to any date after the nine-month anniversary of such date, if the amount drawn under the Facility is less than
the Minimum Commitment Usage, 1.00%); provided that upon the closing date of a subsequent Permitted Securitization, the foregoing
calculation in clause (ii) shall be reset and such Permitted Securitization shall be deemed to be the most recent Permitted Securitization
for purposes of such calculation.


 


“Committed Lenders”
means, for any Lender Group, the Persons executing this Agreement in the capacity of a “Committed Lender” for such Lender
Group (or an assignment hereof) in accordance with the terms of this Agreement.


 


“Competitor”
means (a) any Person primarily engaged in the business of private asset management as a business development company, mezzanine fund,
private debt fund, hedge fund or private equity fund, which is in direct or indirect competition with the Borrower, the Collateral Manager,
or any Affiliate thereof that is an investment advisor, (b) any Person controlled by, or controlling, or under common control with,
a Person referred to in clause (a) above, or (c) any Person for which a Person referred to in clause (a) above serves as
an investment advisor with discretionary investment authority.


 


“Conduit Lender”
means any Person that shall become a party to this Agreement in the capacity as a “Conduit Lender” and any assignee of any
of the foregoing.


 


“Contractual Obligation”
means with respect to any Person, any provision of any securities issued by such Person or any mortgage, deed of trust, contract, undertaking,
agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or to which either
is subject.


 


“Conversion Date”
means any date selected by the Agent, with the prior written consent of the Borrower, for conversion of the applicable Revolving Loans
into Term Loans.


 


“Corporate Trust Office”
means the designated corporate trust office of the Collateral Agent or the Collateral Custodian, as applicable, specified on Annex
A, or such other address within the United States as it may designate from time to time by notice to the Agent.


 


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


 






    -16- 


     


    

 


“Covered Entity”
means any of the following:


 


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


 


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


 


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


 


“Covered Party”
has the meaning set forth in Section 17.23.


 


“CRR” means
Regulation (EU) No. 575/2013 of the European Parliament and of the Council (as the same may be effective from time to time together
with any amendments or any successor or replacement provisions included in any European Union directive or regulation), together with
any implemented or delegated regulations, technical standards and guidance related thereto as may be amended, replaced or supplemented
from time to time.


 


“Custodial Account”
means a segregated, non-interest bearing securities account (within the meaning of Section 8-501 of the UCC) number 11756574-S2 together
with its related deposit account as defined in Section 9-102 of the UCC, which is created and maintained on the books and records
of the Intermediary entitled “Custodial Account” in the name of the Borrower and subject to the prior Lien of the Collateral
Agent for the benefit of the Secured Parties, which is established and maintained pursuant to Section 8.1(a) hereof and
the Account Control Agreement.


 


“Cut-Off Date”
means, with respect to each Collateral Obligation, the date such Collateral Obligation becomes a part of the Collateral.


 


“Daily Commitment Fee”
means, on any date, (A) the product of (x) the applicable Commitment Fee Rate as of such date and (y) the Undrawn Commitment
divided by (B) 360.


 


“Daily Non-Cumulative
Compounded RFR Rate” means, in relation to any RFR Banking Day during an Accrual Period for a GBP Loan, the percentage rate
per annum determined by the Agent in accordance with the methodology set out in Schedule 5 hereto.


 


“Daily Rate”
means, for any RFR Banking Day:


 


(a)            SONIA
for that RFR Banking Day; or


 


(b)            if
SONIA is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:


 


(i)            the
Central Bank Rate for that RFR Banking Day; and


 


(ii)            the
applicable Central Bank Rate Adjustment; or


 






    -17- 


     


    

 


(c)            if
paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which
is the aggregate of:


 


(i)            the
most recent Central Bank Rate for a day which is no more than five (5) RFR Banking Days before that RFR Banking Day; and


 


(ii)            the
applicable Central Bank Rate Adjustment,


 


rounded, in either case, to
four decimal places and if, in either case, that rate is less than zero, the Daily Rate shall be deemed to be zero.


 


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


 


“Debt-to-Recurring
Revenue Ratio” means with respect to any Obligor as of the latest quarterly calculation (on an annualized basis), the ratio
of (i) Indebtedness of such Obligor to (ii) the Recurring Revenue of such Obligor, as calculated by the Collateral Manager in
good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages
provided by the relevant Obligor as per the requirements of the related Underlying Instrument.


 


“Deemed Second Lien
Loan” means any commercial loan which would have constituted a FILO Loan but for the fact that it fails to meet the requirement
of sub-clause (y) in the definition thereof.


 


“Defaulted Collateral
Obligation” means any Collateral Obligation as to which any one of the following events has occurred:


 


(a)            any
Scheduled Collateral Obligation Payment or part thereof is unpaid more than 2 Business Days beyond the grace period (if any) permitted
by the related Underlying Instrument;


 


(b)            an
Insolvency Event occurs with respect to the Obligor thereof;


 


(c)            the
Collateral Manager or the Borrower has actual knowledge of a default as to the payment of principal and/or interest that has occurred
and continues for more than two Business Days beyond the grace period (if any) under the related underlying instruments on another loan
or other debt obligation of the same Obligor that is (a) senior or pari passu in right of payment to such Collateral Obligation,
(b) either a full recourse obligation of the Obligor or secured by the same collateral securing such Collateral Obligation and (c) in
an amount (whether separately or in the aggregate) in excess of $500,000;


 






    -18- 


     


    

 


(d)            such
Collateral Obligation has (x) a public rating by Standard & Poor’s of “CC” or below, or “SD”
or (y) a Moody’s probability of default rating (as published by Moody’s) of “D” or “LD” or, in
each case, had such ratings before they were withdrawn by Standard & Poor’s or Moody’s, as applicable;


 


(e)            the
Collateral Manager or the Borrower has actual knowledge that such Collateral Obligation is pari passu or junior in right of payment
as to the payment of principal and/or interest to another debt obligation of the same issuer which has (i) a public rating by Standard &
Poor’s of “CC” or below, or “SD” or (ii) a Moody’s probability of default rating (as published
by Moody’s) of “D” or “LD”, and in each case such other debt obligation remains outstanding (provided
that both the Collateral Obligation and such other debt obligation are full recourse obligations of the applicable Obligor);


 


(f)            a
Responsible Officer of the Collateral Manager or the Borrower has received written notice or has actual knowledge that a default has occurred
under the Underlying Instruments, any applicable grace period has expired and the holders of such Collateral Obligation have accelerated
the repayment of such Collateral Obligation (but only until such default is cured or waived) in the manner provided in the Underlying
Instruments;


 


(g)            with
respect to any Related Collateral Obligation, (i) the Equityholder or any of its Subsidiaries fails to comply with any funding obligation
under such Variable Funding Asset, and (ii) the Equityholder fails to notify the Agent prior to such failure to fund and in reasonable
detail that, to the knowledge of the Equityholder, such failure to comply was not solely as a result of the Equityholder’s or such
subsidiary’s inability to fund such obligation; or


 


(h)            the
Collateral Manager determines, in its sole discretion, in accordance with the Collateral Manager Standard, that all or a material portion
of such Collateral Obligation is not collectible or otherwise places such Collateral Obligation on non-accrual status.


 


“Defaulting Lender”
means any Lender that (i) has failed to fund any portion of the Loans required to be funded by it hereunder within one (1) Business
Day of the date required to be funded by it hereunder; provided, that if such Lender fails to fund within such one (1) Business
Day due to an administrative error or omission, such Lender shall have one (1) additional Business Day to fund the portion required
in clause (i); provided, further, that the Agent shall provide notice to such lender of its failure to fund within one (1) Business
Day of the date of such failure to fund and if such notice is not provided, the Lender will not be a Defaulting Lender until or unless
it fails to fund one (1) Business Day after such notice is provided, (ii) has otherwise failed to pay to the Agent, the Collateral
Agent, the Collateral Custodian or any other Lender any other amount required to be paid by it hereunder to such applicable Person within
three (3) Business Days of the date when due, unless such amount is the subject of a good faith dispute, (iii) has notified
the Borrower, the Collateral Manager, the Agent, the Collateral Agent or any other Lender that it does not intend to comply with any of
its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed
to comply with its funding obligations under this Agreement or generally under other agreements in which it commits or is obligated to
extend credit, (iv) has failed, within one (1) Business Day after request by the Agent or the Borrower, to confirm that it will
comply with the terms of this Agreement relating to its obligations to fund Loans under this Agreement, or (v) has become or is (or
has a parent company that has become or is) insolvent or has become (or has a parent company that has become) the subject of a bankruptcy
or insolvency proceeding or the subject of a Bail-in Action, or has had (or has a parent company that has had) a receiver, conservator,
trustee or custodian appointed for it, or has taken (or has a parent company that has taken) any action in furtherance of, or indicating
its consent to, approval of or acquiescence in any such proceeding or appointment.


 






    -19- 


     


    

 


“Deferrable Collateral
Obligation” means a Collateral Obligation that by its terms permits the deferral or capitalization of payment of accrued and
unpaid interest.


 


“Determination Date”
means the last day of each calendar month, or if such date is not a Business Day, the next succeeding Business Day.


 


“Discount Factor”
means, for any Eligible Collateral Obligation, a percentage of par determined in accordance with Section 2.7.


 


“Distribution Date”
means the 20th day of each March, June, September, December, or if such date is not a Business Day, the next succeeding Business
Day, commencing in December 2021; provided that, the last Distribution Date shall occur on the Facility Termination Date.


 


“Diversity Score”
means, as of any day, a single number that indicates collateral concentration in terms of both issuer and industry concentration, calculated
as set forth in Schedule 1 hereto, as such diversity scores shall be updated at the option of the Agent in its reasonable
discretion if Moody’s publishes revised criteria and the application of such revised criteria to this facility is necessary to avoid
an increased regulatory capital charge for the Agent or its Affiliates that are Lenders hereunder.


 


“Document Checklist”
means an electronic or hard copy list delivered by the Borrower (or by the Collateral Manager on behalf of the Borrower) to the Agent
and the Collateral Custodian that identifies each of the documents contained in each Collateral Obligation File and whether such document
is an original or a copy and whether a hard copy or electronic copy will be delivered to the Collateral Custodian related to a Collateral
Obligation and includes the name of the Obligor with respect to such Collateral Obligation, in each case as of the related Funding Date.


 


“Dodd-Frank Regulation”
means, with respect to any Affected Person, any rule, regulation or guideline applicable to such Affected Person and arising directly
or indirectly from the Dodd-Frank Wall Street Reform and Consumer Protection Act and all laws, regulations requests, rules, guidelines
or directives thereunder or issued in connection therewith.


 


“Dollar(s)”
and the sign “$” mean lawful money of the United States of America.


 






    -20- 


     


    

 


“Dollar Lender”
means the Persons executing this Agreement (or an assignment hereof in accordance with Article XV) in the capacity of a “Dollar
Lender”.


 


“Dollar Loan”
means each Loan made in Dollars.


 


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


 


“EBITDA”
means, with respect to any Relevant Test Period and any Collateral Obligation, the meaning of “EBITDA,” “Adjusted EBITDA”
or any comparable definition in the Underlying Instruments for each such Collateral Obligation. In any case that “EBITDA,”
 “Adjusted EBITDA” or such comparable definition is not defined in such Underlying Instruments, an amount, for the related
Obligor and any of its parents or Subsidiaries that are obligated with respect to such Collateral Obligation pursuant to its Underlying
Instruments (determined on a consolidated basis without duplication in accordance with Appropriate Accounting Principles) equal to earnings
from continuing operations for such period plus interest expense, income taxes, depreciation, amortization and, to the extent reported
pursuant to the related Underlying Instruments and set forth on the related Approval Notice or otherwise approved by the Agent in its
sole discretion, other non-cash charges that were deducted in determining earnings from continuing operations for such period and, to
the extent approved by the Agent on a Collateral Obligation by Collateral Obligation basis, any other costs and expenses reducing earnings
and other extraordinary non-recurring costs and expenses for such period (to the extent deducted in determining earnings from continuing
operations for such period).


 


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


 


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


 


“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution to the extent such public administrative authority
or Person has the authority to exercise Write-Down and Conversion Powers.


 


“Effective Date”
has the meaning set forth in Section 6.1.


 






    -21- 


     


    

 


“Effective LTV”
means, with respect to any Eligible Collateral Obligation as of its origination date, the meaning of “LTV” or any comparable
definition in the Underlying Instruments for such Eligible Collateral Obligation. In case that “Effective LTV” or such comparable
definition is not defined in such Underlying Instruments, a ratio of (i) the total indebtedness of the related Obligor that ranks
senior to or pari passu with such Eligible Collateral Obligation divided by (ii) the Enterprise Value of the related Obligor.


 


“Eligible Account”
means (i) a segregated trust account or (ii) a segregated direct deposit account, in each case, maintained with a securities
intermediary or trust company organized under the laws of the United States of America, or any of the States thereof, or the District
of Columbia, having a certificate of deposit, short term deposit or commercial paper rating of at least A-1 by Standard & Poor’s
and P-1 by Moody’s. In either case, such depository institution or trust company shall have been approved by the Agent, acting in
its reasonable discretion, by written notice to the Borrower, State Street Bank and Trust Company is deemed to be a securities intermediary
that is acceptable and approved by the agent.


 


“Eligible Collateral
Obligation” means, as of the Cut-Off Date (and solely with respect to clauses (c) and (aa), as of each Measurement Date),
each Collateral Obligation that satisfies the following conditions (unless otherwise waived by the Agent and the Majority Lenders in their
respective sole discretion on the applicable Approval Notice; provided, that the Borrower shall be permitted, at its sole expense
and effort, to replace any Lender that has not consented to any such proposed waiver in accordance with Section 17.16(b)):


 


(a)            the
Agent in its sole discretion has delivered an Approval Notice with respect to such Collateral Obligation within (i) three (3) Business
Days of receipt of the related Asset Approval Request for Dollar dominated Collateral Obligations and (ii) five (5) Business
Days of receipt of the related Asset Approval Request for non-Dollar dominated Collateral Obligations; provided that if an Approval
Notice is not received within the time period set forth in clause (i) and (ii), as applicable, such Collateral Obligation shall be
deemed to have not been approved by the Agent;


 


(b)            such
Collateral Obligation is a First Lien Loan, a Second Lien Loan, a Deemed Second Lien Loan, a Unitranche Loan, a FILO Loan or a Recurring
Revenue Loan;


 


(c)            such
Collateral Obligation is not a Defaulted Collateral Obligation (provided that the Agent may, in its sole discretion, grant a one-month
grace period from this clause (c) following the date any Eligible Collateral Obligation first becomes a Defaulted Collateral Obligation);


 


(d)            such
Collateral Obligation is not an Equity Security and is not convertible into an Equity Security at the option of the applicable Obligor
or any other Person other than the Borrower;


 


(e)            such
Collateral Obligation is not a Structured Finance Obligation;


 


(f)            such
Collateral Obligation is denominated in an Eligible Currency and is not convertible by the Obligor thereof into any currency other than
an Eligible Currency;


 






    -22- 


     


    

 


(g)            such
Collateral Obligation is not a single-purpose real estate based loan (unless the related real estate is a hotel, casino or other operating
company), a construction loan or a project finance loan;


 


(h)            such
Collateral Obligation is not a lease (including a financing lease);


 


(i)             such
Collateral Obligation is not a participation interest, other than a Participation Interest;


 


(j)             such
Collateral Obligation is not a trade claim;


 


(k)            if
such Collateral Obligation is a Recurring Revenue Loan, such Recurring Revenue Loan, at the time of acquisition by the Borrower, the Obligor
has sufficient Liquidity to fund operations for the next 18 months based on the projections provided by the Obligor (as determined by
the Collateral Manager);


 


(l)             the
Obligor with respect to such Collateral Obligation is an Eligible Obligor;


 


(m)            such
Collateral Obligation is not Margin Stock;


 


(n)            such
Collateral Obligation is not a security or swap transaction that has payments associated with either payments of interest on and/or principal
of a reference obligation or the credit performance of a reference obligation;


 


(o)            such
Collateral Obligation provides for the periodic payment of cash interest;


 


(p)            such
Collateral Obligation is not subject to substantial non-credit related risk, as determined by the Collateral Manager in accordance with
the Collateral Manager Standard, other than non-credit related risks that have previously been disclosed to the Agent during the process
of obtaining an Approval Notice with respect to such Collateral Obligation;


 


(q)            the
acquisition of which will not cause the Borrower to be deemed to own 5.0% or more of any class of voting securities of any Obligor or
25.0% or more of the total equity of any Obligor or any securities that are immediately convertible into or immediately exercisable or
exchangeable for 5.0% or more of any class of voting securities of any Obligor or 25.0% or more of the total equity of any Obligor, in
each case as determined by the Collateral Manager;


 


(r)            the
Underlying Instrument for which does not contain confidentiality provisions that restrict the ability of the Agent to exercise its rights
under the Transaction Documents, including, without limitation, its rights to review such debt obligation or participation, the Underlying
Instrument and related documents and credit approval file so long as the Agent or each Lender, as applicable, has agreed to maintain the
confidentiality of such information in accordance with the provisions of such Underlying Instruments;


 






    -23- 


     


    

 


(s)            the
acquisition of which is not in violation of Regulations T, U or X of the FRS Board;


 


(t)            such
Collateral Obligation is capable of being transferred to and owned by the Borrower (whether directly or by means of a security entitlement)
and of being pledged, assigned or novated by the owner thereof or of an interest therein (a) subject to customary qualifications
for instruments similar to such Collateral Obligation, to the Agent, (b) subject to customary qualifications for instruments similar
to such Collateral Obligation, to any assignee of the Agent permitted or contemplated under this Agreement, (c) subject to customary
qualifications for instruments similar to such Collateral Obligation, to any Person at any foreclosure or strict sale or other disposition
initiated by a secured creditor in furtherance of its security interest, and (d) subject to customary qualifications for instruments
similar to such Collateral Obligation, to commercial banks, financial institutions, offshore and other funds (in each case, including
transfer permitted by operation of the Uniform Commercial Code);


 


(u)            the
proceeds of such Collateral Obligation will not be used to finance activities of the type engaged in by businesses classified under NAICS
Codes 2361 (Residential Building Construction), 2362 (Nonresidential Building Construction), 2371 (Utility System Construction), or 2372
(Land Subdivision);


 


(v)            the
Related Security for such Collateral Obligation is primarily located in an Eligible Jurisdiction;


 


(w)            such
Collateral Obligation has a stated maturity that does not exceed eight years from the related issuance date; provided that if such
stated maturity is greater than eight years due solely to a preexisting contractual stated maturity date that falls on a date that is
not a Business Day but on the immediately following Business Day, such Collateral Obligation shall be deemed to have satisfied this clause
(w);


 


(x)            other
than with respect to a Recurring Revenue Loan, such Collateral Obligation has (i) an Interest Coverage Ratio for the current fiscal
year (on a trailing twelve-month basis) and the prior fiscal year of the related Obligor of more than 1.50x and (ii) a Total Net
Leverage Ratio of for the current fiscal year (on a trailing twelve-month basis) and the prior fiscal year of the related Obligor of less
than 6.50x;


 


(y)            such
Collateral Obligation is a part of a loan tranche with a minimum initial face value of at least $10,000,000;


 


(z)            if
such Collateral Obligation is a Deferrable Collateral Obligation, it has at least LIBOR Rate plus 1.00% cash pay;


 


(aa)     such
Collateral Obligation is secured by a valid and enforceable security interest; and


 






    -24-


     


    

 









 


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


 


“Eligible Currency”
means CADs, Dollars, Euros and GBPs.


 


“Eligible Currency
LIBOR Successor Rate Conforming Changes” means, with respect to any proposed Eligible Currency LIBOR Successor Rate, any conforming
changes to the definition of Accrual Period, timing and frequency of determining rates and making payments of interest and other administrative
matters as may be appropriate, in the discretion of the Agent, to reflect the adoption of such Eligible Currency LIBOR Successor Rate
and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent determines
that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration
of such Eligible Currency LIBOR Successor Rate exists, in such other manner of administration as the Agent determines in consultation
with the Borrower).


 


“Eligible Jurisdiction”
means Australia, Canada, Germany, France, the United Kingdom and the United States.


 


“Eligible Obligor”
means any Obligor that (i) on any day, is a business organization (and not a natural person) that is duly organized and validly existing
under the laws of, the United States or any State thereof (or any other Eligible Jurisdiction), (ii) on any day, is a legal operating
entity or holding company, (iii) on any day, is not an Official Body, (iv) on any day, is not an Affiliate of, or controlled
by, the Borrower, the Collateral Manager or the Equityholder and (v) as of the applicable Cut-Off Date, (x) is an Obligor with
respect to a Recurring Revenue Loan or (y) has a most recently reported trailing twelve-month EBITDA of $20,000,000 or greater unless
otherwise approved by the Agent in its sole discretion.


 


“Eligible Successor”
means an entity (1) that is legally qualified and has the capacity to act as Collateral Manager under this Agreement in the assumption
of all of the responsibilities, duties and obligations of the Collateral Manager under this Agreement and (2) the appointment of
which will not cause either of the Borrower or the pool of Collateral Obligations to become required to register under the provisions
of the 1940 Act.


 






    -25- 


     


    

 


“Enterprise Value”
means, with respect to any Eligible Collateral Obligation as of its origination date, the meaning of “Enterprise Value” or
any comparable definition in the Underlying Instruments for such Eligible Collateral Obligation. In case that “Enterprise Value”
or such comparable definition is not defined in such Underlying Instruments, an amount, for the related Obligor and any of its parents
or Subsidiaries that are obligated with respect to such Collateral Obligation pursuant to its Underlying Instruments (determined on a
consolidated basis without duplication in accordance with Appropriate Accounting Principles) as determined by the Collateral Manager in
a manner substantially consistent with the way the Collateral Manager underwrote the Enterprise Value as of the most recent closing or,
if in the reasonable determination of the Collateral Manager that the general economic, market or industry condition has evolved or the
business performance or projection of such Obligor has changed since the most recent closing, such amount proposed by the Collateral Manager
with the consent of the Agent, in each case after giving due consideration to (A) if there is an observable public price for the
common stock of such Obligor or the value of the equity capital of the Obligor can be established based on available acquisition price
or paid-in capital contribution by a sponsoring investor, the sum of (x) the outstanding principal amount of any indebtedness of
such Obligor (y) the outstanding principal amount of any preferred stock issued by such Obligor and (z) the market value of
such Obligor’s common stock or (B) otherwise (x) the product of (A) the trailing-twelve-months EBITDA with respect
to such Obligor and (B) a multiple as reasonably determined by the Collateral Manager based on known enterprise value/EBITDA multiples
for businesses in the same industry or otherwise with similar characteristics to those of the related Obligor plus (y) the unrestricted
cash of such Obligor on such date.


 


“Environmental Laws”
means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, interpretations
and orders of courts or any other Official Body, relating to the protection of human health or the environment, including requirements
pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing,
permitting, investigation or remediation of Hazardous Materials. Environmental Laws include the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. § 331
et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control
Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control
Act (15 U.S.C. § 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300, et seq.), the Environmental
Protection Agency’s regulations relating to underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational Safety
and Health Act (29 U.S.C. § 651 et seq.), and the rules and regulations thereunder, each as amended or supplemented
from time to time.


 


“Equity Cure Notice”
means a notice from the Equityholder to the Agent which satisfies each of the following conditions:


 


(a)            such
notice is delivered to the Agent not later than two (2) Business Days after the occurrence of an event specified in Section 13.1(e);


 


(b)            such
notice sets forth evidence satisfactory to the Agent that the Equityholder has made a capital call on its investors in an aggregate amount
sufficient to cure such event, and the proceeds of such capital call will be contributed by the Equityholder to the Borrower; and


 


(c)            no
more than two (2) other Equity Cure Notices have been delivered within the previous twelve (12) calendar months.


 


“Equityholder”
means Owl Rock Capital Corporation III, a Maryland corporation, together with its permitted successors and assigns.


 






    -26- 


     


    

 


“Equity Security”
means any asset that is not a First Lien Loan, a Second Lien Loan, a Deemed Second Lien Loan, a FILO Loan or a Permitted Investment.


 


“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations
promulgated thereunder.


 


“Erroneous Payment”
has the meaning assigned to it in Section 11.13(a).


 


“Erroneous
Payment Impacted Class” has the meaning assigned to it in Section 11.13.


 


“Erroneous Payment
Notice” has the meaning assigned to it in Section 11.13(b).


 


“Erroneous Payment
Return Deficiency” has the meaning assigned to it in Section 11.13.


 


“Erroneous Payment
Subrogation Rights” has the meaning assigned to it in Section 11.13.


 


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


 


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


 


“EU Securitisation
Regulation” means Regulation (EU) 2017/2402 laying down a general framework for securitisation and creating a specific framework
for simple, transparent and standardized securitisation, including any implementing regulation, technical standards and official guidance
related thereto, in each case, as in force as of the Effective Date.


 


“EURIBOR Rate”
means, with respect to any Accrual Period, the greater of (a) 0.0% and (b) the rate per annum shown by the Reuters Screen
(or any applicable successor page) that displays an average European Money Markets Institute Settlement Rate for deposits in Euros for
a period equal to such Accrual Period as of 11:00 a.m., Brussels time, two Business Days prior to the first day of such Accrual Period;
provided, that in the event no such rate is shown, the EURIBOR Rate shall be the rate per annum based on the rates at which
Euro deposits for a period equal to such Accrual Period are displayed on page “EURIBOR” of the Reuters Screen (or any
applicable successor page) for the purpose of displaying Euro interbank offered rates of major banks as of 11:00 a.m., Brussels time,
two Business Days prior to the first day of such Accrual Period (it being understood that if at least two such rates appear on such page,
the rate will be the arithmetic mean of such displayed rates); provided, further, that in the event fewer than two such
rates are displayed, or if no such rate is relevant, the EURIBOR Rate shall be a rate per annum at which deposits in Euros are
offered by the principal office of the Agent in Brussels, Belgium to prime banks in the euro interbank market at 11:00 a.m. (Brussels
time) two Business Days before the first day of such Accrual Period for delivery on such first day and for a period equal to such Accrual
Period.


 






    -27- 


     


    

 


“Euro”, “Euros”,
 “euro” and “€” mean the lawful currency of the Member States of the European Union that have
adopted and retain the single currency in accordance with the treaty establishing the European Community, as amended from time to time.


 


“Euro Loan”
means each Loan made in Euros.


 


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


 


“Evaluation Event”
means the occurrence of any of the following with respect to any Eligible Collateral Obligation:


 


(a)            such
Collateral Obligation becomes a Defaulted Collateral Obligation;


 


(b)            occurrence
of a Material Modification with respect to such Collateral Obligation that is not approved by the Agent, in its sole discretion;


 


(c)            the
related Obligor fails to deliver to the Borrower or the Collateral Manager any annual audited financial information as required by the
Underlying Instruments of such Collateral Obligation (including any grace periods thereunder) and such failure continues for more than
(i) if such failure to deliver unaudited financial information is due to the Pandemic as determined by the Collateral Manager in
its reasonable discretion, 60 days or (ii) otherwise, 30 days (provided that any such 30 day grace period may only be permitted once
per Obligor);


 


(d)            the
related Obligor fails to deliver to the Borrower or the Collateral Manager any quarterly unaudited financial information or other financial
reporting information as required by the Underlying Instruments of such Collateral Obligation (including any grace periods thereunder)
but in no event less frequently than quarterly and such failure continues for more than 30 days (provided that, unless such failure to
deliver unaudited financial information is due to the Pandemic as determined by the Collateral Manager in its reasonable discretion, any
such 30 day grace period may only be permitted once per Obligor);


 


(e)            reserved;


 


(f)            for
any Collateral Obligation (other than a Recurring Revenue Loan), the Senior Net Leverage Ratio related to such Collateral Obligation (x) increases
by 0.75x (or any subsequent increase of an additional 0.75x) compared to the Senior Net Leverage Ratio as of the later of the Approval
Date or the last Evaluation Event date with respect to such Collateral Obligation, as applicable, and (y) is above 4.5x; provided
that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Agent may waive any Evaluation
Event resulting from such implementation pursuant to this clause (f); or


 






    -28- 


     


    

 


(g)            for
any Collateral Obligation (other than a Recurring Revenue Loan), the Interest Coverage Ratio related to such Collateral Obligation (x) decreases
by 15% (or any subsequent decrease of an additional 15%) compared to the Interest Coverage Ratio as of the later of the Approval Date
or the last Evaluation Event date with respect to such Collateral Obligation, as applicable, and (y) such ratio is below 1.5x; or


 


(h)            for
any Recurring Revenue Loan, the Debt-to-Recurring Revenue Ratio related to such Collateral Obligation increases by 0.30x (or any subsequent
increase of an additional 0.30x) compared to the Debt-to-Recurring Revenue Ratio as of the later of the Approval Date or the last Evaluation
Event date with respect to such Collateral Obligation, as applicable.


 


“Event of Default”
means any of the events described in Section 13.1.


 


“Excess Concentration
Amount” means, during the Revolving Period, as of the most recent Measurement Date (and after giving effect to all Collateral
Obligations to be purchased or sold by the Borrower on such date), the sum, without duplication, of the following amounts, in each case,
as applicable to each individual Collateral Obligation (unless otherwise waived by the Agent in its sole discretion on the applicable
Approval Notice):


 


(a)            the
excess, if any and without duplication, of the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations
that are Deemed Second Lien Loans and Second Lien Loans over 20.0% of the Excess Concentration Measure;


 


(b)            the
excess, if any, of the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations that are obligations
of any single Obligor (other than an Obligor described in the following proviso) over 5.0% of the Excess Concentration Measure; provided,
that (x) with respect to any two Obligors that represent Collateral Obligation Amounts with respect to all Eligible Collateral Obligations
in excess of all other single Obligors, the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations
that are obligations of each of such Obligors may be up to 10.0% of the Excess Concentration Measure, (y) with respect to any four
Obligors that represent Collateral Obligation Amounts with respect to all Eligible Collateral Obligations in excess of all other single
Obligors (other than the Obligor described in clause (x)), the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral
Obligations that are obligations of each of such Obligors may be up to 8.0% of the Excess Concentration Measure and (z) with respect
to any six Obligors that represent Collateral Obligation Amounts with respect to all Eligible Collateral Obligations in excess of all
other single Obligors (other than the Obligor described in clauses (x) and (y)), the sum of the Collateral Obligation Amounts with
respect to all Eligible Collateral Obligations that are obligations of each of such Obligors may be up to 7.0% of the Excess Concentration
Measure;


 






    -29- 


     


    

 


(c)            the
excess, if any, of the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations in any single Moody’s
Industry Classification (other than the “Corp-Energy: Oil & Gas” Moody’s Industry Classification) other than
a Moody’s Industry Classification described in the following proviso over 15% of the Excess Concentration Measure; provided,
that (x) the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations that are obligations of
Obligors in the largest Moody’s Industry Classification (other than the “Corp-Energy: Oil & Gas” Moody’s
Industry Classification) may be up to 30% of the Excess Concentration Measure, (y) the sum of the Collateral Obligation Amounts with
respect to all Eligible Collateral Obligations that are obligations of Obligors in the second largest Moody’s Industry Classification
(other than the “Corp-Energy: Oil & Gas” Moody’s Industry Classification) other than the Moody’s Industry
Classification specified in clause (x) may be up to 20% of the Excess Concentration Measure and (z) the Moody’s Industry
Classification of Corp-Energy: Oil & Gas may be up to 10% of the Excess Concentration Measure;


 


(d)            the
excess, if any, of the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations that are Fixed Rate
Collateral Obligations over 10.0% of the Excess Concentration Measure;


 


(e)            the
excess, if any and without duplication, of the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations
that are Specified Loans over 50.0% of the Excess Concentration Measure; provided that the Agent in its sole discretion may waive
this clause (e);


 


(f)            the
excess, if any and without duplication of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations, which
have an Obligor organized in a country other than the United States over 10.0% of the Excess Concentration Measure;


 


(g)            the
excess, if any, of the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations that are Deferrable
Collateral Obligations over 10.0% of the Excess Concentration Measure;


 


(h)            the
excess, if any, of the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations that are Variable
Funding Assets over 15.0% of the Excess Concentration Measure;


 


(i)            the
excess, if any and without duplication of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations that are
denominated in a currency other than Dollars over 10.0% of the Excess Concentration Measure; and


 


(j)            the
excess, if any and without duplication, of the sum of the Collateral Obligation Amounts with respect to all Eligible Collateral Obligations
that are Recurring Revenue Loans over 20.0% of the Excess Concentration Measure.


 






    -30- 


     


    

 


“Excess
Concentration Measure” means (a) prior to the end of the Ramp-up Period, the Target Portfolio Amount, and (b) after
the Ramp-up Period, the sum of (w) the Aggregate Eligible Collateral Obligation Amount, (x) all Principal Collections on deposit
in the Principal Collection Account, (y) all amounts on deposit in the Unfunded Exposure Account and (z) plus any unused portion
of the Commitments.


 


“Excess Funds”
as of any date of determination and with respect to any Conduit Lender, funds of such Conduit Lender not required, after giving effect
to all amounts on deposit in its commercial paper account, to pay or provide for the payment of (i) all of its matured and maturing
commercial paper notes on such date of such determination, (ii) the principal of and interest on all of its loans outstanding on
such date of such determination and (iii) and other amounts in accordance with its commercial paper notes and applicable transaction
documents.


 


“Excluded Amounts”
means (i) any amount received in the Collection Account with respect to any Collateral Obligation, which amount is attributable to
the reimbursement of payment by the Borrower of any Tax, fee or other charge imposed by any Official Body on such Collateral Obligation
or on any Related Security, (ii) any interest or fees (including origination, agency, structuring, management or other up-front fees)
that are for the account of the applicable Person from whom the Borrower purchased such Collateral Obligation, (iii) any reimbursement
of insurance premiums, (iv) any escrows relating to Taxes, insurance and other amounts in connection with Collateral Obligations
which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under Underlying
Instruments, (v) any amount deposited into the Collection Account in error or (vi) payments by the Obligors of indemnification
obligations and reimbursements for actually incurred out-of-pocket expenses, in each case that are not received in lieu of principal,
interest or fees owed under the related Underlying Instruments.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case
of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or
(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in the Obligations pursuant to a law in effect on the date
on which (i) such Lender acquires such interest in the Obligations (other than pursuant to Section 17.16) or (ii) such
Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.3, amounts with respect to
such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 4.3(f) and
(d) any Taxes imposed under FATCA.


 


“Executive Officer”
means, with respect to the Borrower, the Collateral Manager or the Equityholder, the Chief Executive Officer, the Chief Operating Officer,
the Executive Vice President of such Person or any other Person included on the incumbency of the Borrower, Collateral Manager or Equityholder,
as applicable, delivered hereunder and, with respect to any other Person, the President, Chief Financial Officer, Executive Vice President
or any Vice President.


 






    -31- 


     


    

 


“Extension Request”
has the meaning set forth in Section 2.6.


 


“Facility”
means the loan facility to be provided to the Borrower pursuant to, and in accordance with, this Agreement.


 


“Facility Amount”
means $300,000,000.


 


“Facility Termination
Date” means the earlier of (i) July 29, 2024 and (ii) the effective date on which the facility hereunder is terminated
pursuant to Section 13.2.


 


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


 


“Federal Funds Rate”
means, for any period, the greater of (a) 0.0% and (b) a fluctuating rate per annum equal for each day during such period
to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.


 


“Fee Letter”
has the meaning set forth in Section 8.4.


 


“Fees” has
the meaning set forth in Section 8.4.


 


“FILO
Loan” means a commercial loan that (x) would have constituted a First Lien Loan but for the fact that, at any time
prior to and/or after an event of default under the related loan agreement of such loan, will be paid after one or more tranches of First
Out Loans issued by the same Obligor have been paid in full in accordance with a specified waterfall or other priority of payments and
(y) the total size of First Out Loans repayable ahead of the FILO Loan shall be less than 25% of the sum of the sizes of such First
Out Loans and such FILO Loan.


 


“First Lien Loan”
means any commercial loan that (i) is not (and is not expressly permitted by its terms to become) subordinate in right of payment
to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (ii) is
secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens
permitted under the applicable credit agreement that are reasonable for similar loans, and liens accorded priority by law in favor of
any Official Body) (iii) the Collateral Manager determines in good faith that the value of the collateral for such loan or the enterprise
value securing the loan on or about the time of acquisition equals or exceeds the outstanding principal balance of the loan plus the aggregate
outstanding balances of all other loans of equal or higher seniority secured by a first priority Lien over the same collateral and (iv) has
subordinated debt (below the first lien position) and the principal amount of such subordinated debt is at least 15% of the total principal
amount of the outstanding debt of the Obligor.


 






    -32- 


     


    

 


“First Out Loan”
means any First Lien Loan that, in any bankruptcy, reorganization, arrangement, insolvency, moratorium, post-event of default scenario
or liquidation proceedings, is senior in right of payment to (and documented under the same Underlying Instruments as) a FILO Loan to
the same Obligor.


 


“Fitch” means
Fitch Ratings, Inc., Fitch Ratings Ltd. and their subsidiaries, including Derivative Fitch Inc. and Derivative Fitch Ltd. and any
successor thereto.


 


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


 


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


 


“Foreign Currency Loan
Amount” means, on any Measurement Date, the sum of (a) the equivalent in Dollars of the aggregate principal amount of all
Loans denominated in Euros outstanding on such date, as determined by the Collateral Manager using the Applicable Conversion Rate plus
(b) the equivalent in Dollars of the aggregate principal amount of all Loans denominated in GBPs outstanding on such date, as determined
by the Collateral Manager using the Applicable Conversion Rate plus (c) the equivalent in Dollars of the aggregate principal
amount of all Loans denominated in CADs outstanding on such date, as determined by the Collateral Manager using the Applicable Conversion
Rate, in each case after giving effect to all repayments of Loans and the making of new Loans on such date.


 


“Foreign
Currency Reserve Amount” means, (i) the sum of (a) the equivalent in Dollars of the aggregate Collateral Obligation
Amount of all Eligible Collateral Obligations denominated in Euros included in the Collateral on such date, as determined by the Collateral
Manager using the Applicable Conversion Rate plus (b) the equivalent in Dollars of the aggregate Collateral Obligation Amount
of all Eligible Collateral Obligations denominated in GBPs included in the Collateral on such date, as determined by the Collateral Manager
using the Applicable Conversion Rate, plus (c) the equivalent in Dollars of the aggregate Collateral Obligation Amount of
all Eligible Collateral Obligations denominated in CADs included in the Collateral on such date, as determined by the Collateral Manager
using the Applicable Conversion Rate, multiplied by (ii) 1.00 minus the weighted average Advance Rate of such Eligible Collateral
Obligations, multiplied by (iii) the Foreign Currency Reserve Percentage.


 


“Foreign
Currency Reserve Percentage” means 10%.


 


“Foreign
Currency Sublimit” means, on any date of determination, an amount equal to the product of (i) 10% multiplied by
(ii) the then-current Facility Amount on such date.


 


“Foreign Lender”
means a Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code.


 






    -33- 


     


    

 


“FRS Board”
means the Board of Governors of the Federal Reserve System and, as applicable, the staff thereof.


 


“Fundamental
Amendment” means any amendment, modification, waiver or supplement of or to this Agreement that would (a) increase
or extend the term of the Commitments (other than an increase in the Commitment of another Lender or the addition of a new Lender) or
change the Facility Termination Date, (b) extend the date fixed for the payment of principal of or interest on any Loan or any fee
hereunder, in each case owing to such Lender, (c) reduce the amount of any such payment of principal or interest owing to such Lender,
(d) reduce the rate at which interest is payable to such Lender or any fee is payable hereunder to such Lender, excluding in each
case, any such reduction as a result of a full or partial waiver of interest or fees accruing at a default rate imposed during an Event
of Default or a result of a waiver of an Event of Default, (e) release any material portion of the Collateral, except in connection
with dispositions permitted hereunder, (f) alter the terms of Section 2.4(a), Section 8.3, or Section 17.2
or any related definitions or provisions in a manner that would alter the effect of such Sections, (g) modify the definition of the
 “Required Lenders” or “Majority Lenders” or modify in any other manner the number or percentage of the Lenders
required to make any determinations or waive any rights hereunder or to modify any provision hereof, (h) modify the definition of
the terms “Advance Rate”, “Borrowing Base”, “Eligible Collateral Obligation”, “Eligible Jurisdiction”,
 “Excess Concentration Amount”, “Facility Termination Date”, “First Lien Loan”, “Second Lien
Loan”, “Deemed Second Lien Loan”, “Unitranche Loan”, “FILO Loan”, or “Fundamental Amendment”,
or any defined term used therein, in each case in a manner which would have the effect of making more credit available to the Borrower,
or make such provision less restrictive on the Borrower in any other material fashion, (i) extend the Revolving Period or (j) modify
the form or details of the Monthly Report in a manner that materially reduces the reporting requirements.


 


“Funding Date”
means any Loan Date or any Reinvestment Date, as applicable.


 


“FX Evaluation Date”
means (a) each Funding Date, (b) each Determination Date and (c) the date on which any Event of Default occurs.


 


“FX Reallocation Notice”
has the meaning set forth in Section 2.2(d)(ii).


 


“GBP” means
the lawful currency for the time being of the United Kingdom.


 


“GBP Loan”
means each Loan made in GBP.


 


“Hazardous Materials”
means all materials subject to any Environmental Law, including materials listed in 49 C.F.R. § 172.101, materials defined as
hazardous pursuant to § 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,
flammable, explosive or radioactive materials, hazardous or toxic wastes or substances, lead-based materials, petroleum or petroleum distillates
or asbestos or material containing asbestos, polychlorinated biphenyls, radon gas, urea formaldehyde and any substances classified as
being “in inventory”, “usable work in process” or similar classification that would, if classified as unusable,
be included in the foregoing definition.


 






    -34- 


     


    

 


“Hedge Breakage Costs”
means, with respect to each Hedge Counterparty upon the early termination of any Hedge Transaction with such Hedge Counterparty, the net
amount, if any, payable by the Borrower to such Hedge Counterparty for the early termination of that Hedge Transaction or any portion
thereof.


 


“Hedge Counterparty”
means (a) Société Générale and its Affiliates and (b) any other entity that (i) on the date
of entering into any Hedge Transaction (x) is an interest rate swap dealer that has been approved in writing by the Agent, and (y) has
a long-term unsecured debt rating of not less than “A” by S&P, not less than “A2” by Moody’s and not
less than “A” by Fitch (if such entity is rated by Fitch) (the “Long-term Rating Requirement”) and a short-term
unsecured debt rating of not less than “A-1” by S&P, not less than “P-1” by Moody’s and not less than
 “Fl” by Fitch (if such entity is rated by Fitch) (the “Short-term Rating Requirement”), and (ii) in
a Hedging Agreement (x) consents to the assignment hereunder of the Borrower’s rights under the Hedging Agreement to the Agent
on behalf of the Secured Parties and (y) agrees that in the event that Moody’s, S&P or Fitch reduces its long-term unsecured
debt rating below the Long-term Rating Requirement or reduces it short-term debt rating below the Short-term Rating Requirement, it shall
either collateralize its obligations in a manner reasonably satisfactory to the Agent, or transfer its rights and obligations under each
Hedging Agreement (excluding, however, any right to net payments or Hedge Breakage Costs under any Hedge Transaction, to the extent accrued
to such date or to accrue thereafter and owing to the transferring Hedge Counterparty as of the date of such transfer) to another entity
that meets the requirements of clauses (b)(i) and (b)(ii) hereof and has entered into a Hedging Agreement
with the Borrower on or prior to the date of such transfer.


 


“Hedge Transaction”
means each interest rate swap, index rate swap or interest rate cap transaction or comparable derivative arrangement between the Borrower
and a Hedge Counterparty that is entered into pursuant to Section 10.6 and is governed by a Hedging Agreement.


 


“Hedging Agreement”
means the agreement between the Borrower and a Hedge Counterparty that governs one or more Hedge Transactions entered into by the Borrower
and such Hedge Counterparty pursuant to Section 10.6, which agreement shall consist of a “Master Agreement” in
a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule” thereto, and
each “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction or a “Confirmation”
that incorporates the terms of such a “Master Agreement” and “Schedule.”


 


“Increased Costs”
means collectively, any increased cost, loss or liability owing to the Agent and/or any other Affected Person under Article V
of this Agreement.


 






    -35- 


     


    

 


“Indebtedness”
means, with respect to any Person, at any day, without duplication: (i) all obligations of such Person for borrowed money; (ii) all
obligations of such Person evidenced by bonds, debentures, notes, deferrable securities or other similar instruments; (iii) all obligations
of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course
of business; (iv) all obligations of such Person as lessee under capital leases; (v) all non-contingent obligations of such
Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance
or similar instrument; (vi) all debt of others secured by a Lien on any asset of such Person, whether or not such debt is assumed
by such Person; and (vii) all debt of others guaranteed by such Person and other contingent obligations to purchase, to provide funds
for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss other than any unfunded commitments
of the Borrower with respect to Variable Funding Assets. Notwithstanding the foregoing, “Indebtedness” does not include indebtedness
of the Borrower on account of the sale by the Borrower of the first out tranche of any First Lien Loan that arises solely as an accounting
matter under ASC 860, provided that such indebtedness (i) is nonrecourse to the Borrower and (ii) would not represent a claim
against the Borrower in a bankruptcy, insolvency or liquidation proceeding of the Borrower, in each case in excess of the amount sold
or purportedly sold.


 


“Indemnified Amounts”
has the meaning set forth in Section 16.1.


 


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


 


“Indemnitee”
has the meaning set forth in Section 16.1.


 


“Independent Accountants”
means a firm of nationally recognized independent certified public accountants.


 


“Independent Manager”
means an individual who has prior experience as an independent director, independent manager or independent member with at least three
years of employment experience and who is provided by CT Corporation, Citadel SPV LLC, Corporation Service Company, Puglisi &
Associates, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Global Securitization Services,
LLC, Lord Securities Corporation or, if none of those companies is then providing professional Independent Managers, another nationally-recognized
company reasonably approved by the Required Lenders, in each case that is not an Affiliate of the Borrower and that provides professional
Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an
Independent Manager and is not, and has not been for a period of five years prior to serving as an Independent Manager, and will not while
serving as Independent Manager be, any of the following:


 


(a)            a
member, partner, equityholder, manager, director, officer or employee of the Borrower, the Equityholder, or any of their respective equityholders
or Affiliates (other than as an Independent Manager of the Borrower or an Affiliate of the Borrower that is not in the direct chain of
ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy remote entity; provided that such
Independent Manager is employed by a company that routinely provides professional Independent Managers or managers in the ordinary course
of its business);


 


(b)            a
creditor, supplier or service provider (including provider of professional services) to the Borrower, the Equityholder, or any of their
respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Managers
and other corporate services to the Borrower, the Equityholder or any of their respective Affiliates in the ordinary course of its business);


 






    -36- 


     


    

 


(c)            a
family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;
or


 


(d)            a
Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above.


 


“Information Package”
means, with respect to each Eligible Collateral Obligation, the following information to the extent available and not subject to any confidentiality
restrictions that would prevent the Borrower or Collateral Manager from sharing such information: (i) legal Borrower name, detailed
legal term-sheet and up to date legal documentation; (ii) most recent due diligence reports (including domicile of Obligor); (iii) most
recent Collateral Manager investment committee memo; (iv) most recent two years of detailed audited financials of the related Obligor;
(v) most recent company forecast with capital expenditure plans; (vi) most recent shareholding pattern and details of management
team, (vii) details of outstanding banking facilities and debt maturity schedule and (viii) such other information reasonably
available to the Collateral Manager as the Agent may reasonably request.


 


“Insolvency Event”
means, with respect to any Person, (a) the entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s
affairs, or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present
or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (b) the commencement
by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter
in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent
by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit
of creditors, or such Person shall admit in writing its inability to pay its debts as such debts become due, or the taking of action by
such Person in furtherance of any of the foregoing.


 


“Instrument”
has the meaning given such term in the UCC.


 


“Interest”
means, with respect to any period, the daily interest accrued on Loans during such period as provided for in ARTICLE III.


 






    -37- 


     


    

 


“Interest Collections”
means, with respect to the Collateral following the applicable Cut-Off Date, (i) all payments and collections received by the Borrower
in its capacity as lender and attributable to interest on any Collateral Obligation or other Collateral, including scheduled payments
of interest and payments of interest relating to principal prepayments, all guaranty payments attributable to interest and proceeds of
any liquidations, sales, dispositions or securitizations attributable to interest on such Collateral Obligation or other Collateral, (ii) any
commitment, ticking, upfront, underwriting, origination or amendment fees received in respect of any Collateral Obligation (including
any proceeds received by the Borrower as a result of exercising any Warrant Asset at any time), (iii) all payments received by the
Borrower pursuant to any Hedging Agreement that is an interest rate cap transaction and (iv) the earnings on Interest Collections
in the Collection Account that are invested in Permitted Investments, in each case other than Retained Interests.


 


“Interest Collection
Account” means a segregated, non-interest bearing securities account (within the meaning of Section 8-501 of the UCC) number
11756574-S4 together with its related deposit account as defined in Section 9-102 of the UCC, which is created and maintained on
the books and records of the Intermediary entitled “Interest Collection Account” in the name of the Borrower and subject to
the prior Lien of the Collateral Agent for the benefit of the Secured Parties, which is established and maintained pursuant to Section 8.1(a) hereof
and the Account Control Agreement.


 


“Interest Coverage
Ratio” means respect to any Collateral Obligation for any Relevant Test Period, either (a) the meaning of “Interest
Coverage Ratio” or comparable definition set forth in the Underlying Instruments for such Collateral Obligation, or (b) in
the case of any Collateral Obligation with respect to which the related Underlying Instruments do not include a definition of “Interest
Coverage Ratio” or comparable definition, the ratio of (i) EBITDA to (ii) Cash Interest Expense of such Obligor as of
such Relevant Test Period, as calculated by the Collateral Manager in good faith using information from and calculations consistent with
the relevant compliance statements and financial reporting packages provided by the relevant Obligor in accordance with the requirements
of the Underlying Instruments.


 


“Interest Rate”
means, for any Accrual Period and any Lender, a rate per annum equal to the sum of (a) the Applicable Margin and (b) the
Base Rate for such Accrual Period and such Lender.


 


“Intermediary”
means State Street Bank and Trust Company in its capacity as Securities Intermediary and depository bank.


 


“IRS” means
the United States Internal Revenue Service.


 


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


 


“Lender”
means each Conduit Lender, each Committed Lender, each Uncommitted Lender, each Revolving Lender, each Multicurrency Lender, each Dollar
Lender and each Term Lender, as the context may require.


 


“Lender Agent”
has the meaning set forth in the Preamble.


 






    -38- 


     


    

 


“Lender Group”
means each Lender and related Lender Agent from time to time party hereto.


 


“LIBOR Rate”
shall mean, with respect to any Accrual Period, the greater of (a) 0.0% and (b) the rate per annum shown by the BLOOMBERG
PROFESSIONAL Service as the ICE Benchmark Administration Limited London interbank offered rate for deposits for the applicable Eligible
Currency for a period equal to such Accrual Period as of 11:00 a.m., London time, two Business Days prior to the first day of such Accrual
Period or Funding Date (as applicable); provided, that in the event no such rate is shown, the LIBOR Rate shall be the rate per
annum based on the rates at which deposits for the applicable Eligible Currency for a period equal to such Accrual Period are displayed
on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on
that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, two Business Days
prior to the first day of such Accrual Period or Funding Date (as applicable) (it being understood that if at least two such rates appear
on such page, the rate will be the arithmetic mean of such displayed rates); provided, further, that in the event fewer
than two such rates are displayed, or if no such rate is relevant, the LIBOR Rate shall be a rate per annum at which deposits for
the applicable Eligible Currency are offered by the principal office of the Agent in London, England to prime banks in the London interbank
market at 11:00 a.m. (London time) two Business Days before the first day of such Accrual Period or Funding Date (as applicable)
for delivery on such first day and for a period equal to such Accrual Period or Funding Date (as applicable) (or with respect to any Loan
disbursed during such Accrual Period or Funding Date (as applicable), two Business Days prior to the day such Loan was disbursed).


 


“Lien” means
any security interest, lien, charge, pledge, preference, equity or encumbrance of any kind, including tax liens, mechanics’ liens
and any liens that attach by operation of law.


 


“Liquidity”
means with respect to any Recurring Revenue Loan for any Relevant Test Period, either (1) the amount of (i) Unrestricted Cash
and cash equivalents plus (ii) any unfunded revolving commitments for which such Obligor can satisfy the conditions to draw
any such amounts or (2) upon the request of the Borrower and approved in writing by the Agent (which may be approved via email),
the meaning of “Liquidity” or any comparable definition in the applicable Underlying Instruments.


 


“Liquidity Agreement”
means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Bank agrees to make purchases from or
advances to, or purchase assets from, any Conduit Lender in order to provide liquidity support for such Conduit Lender’s Loans hereunder.


 


“Liquidity Bank”
means the Person or Persons who provide liquidity support to any Conduit Lender pursuant to a Liquidity Agreement in connection with the
issuance by such Conduit Lender of commercial paper notes.


 


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


 


“Loan Date”
has the meaning set forth in Section 2.1(a).


 






    -39- 


     


    

 


“Loan Request”
has the meaning set forth in Section 2.2(a).


 


“Lookback Period”
means five (5) RFR Banking Days.


 


“Majority Lenders”
means, at any time, Required Lenders.


 


“Margin Stock”
means “Margin Stock” as defined under Regulation U issued by the FRS Board.


 


“Material Adverse Effect”
means a material adverse effect on: (a) the assets, operations, properties, financial condition, or business of the Borrower or the
Collateral Manager; (b) the ability of the Borrower, the Collateral Manager or the Retention Holder to perform its obligations under
this Agreement or any of the other Transaction Documents; (c) the validity or enforceability of this Agreement, any of the other
Transaction Documents, or the rights and remedies of the Secured Parties hereunder or thereunder taken as a whole; or (d) the aggregate
value of the Collateral or on the collateral assignments and Liens granted by the Borrower in this Agreement taken as a whole.


 


“Material Modification”
means (a) any amendment, waiver or modification of or supplement to any Eligible Collateral Obligation entered into after the Cut-Off
Date which:


 


(i)            reduces
or forgives any or all of the principal amount due under such Collateral Obligation;


 


(ii)            delays
or extends the stated maturity date for such Collateral Obligation (which must not be subject to an ongoing Evaluation Event) by more
than 90 days past the maturity date as set forth on the Cut-Off Date for such Collateral Obligation, or extends or delays the amortization
schedule of such Collateral Obligation;


 


(iii)            increases
the advance rate for such Collateral Obligation by more than 10% (including any subsequent increase of an additional 10%);


 


(iv)            waives
one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount of such
Collateral Obligation (other than with respect to a Collateral Obligation that is a Deferrable Collateral Obligation as of the Cut-Off
Date), or, only with respect to the Collateral Obligation the related Obligor of which is in financial distress (as determined in the
reasonable discretion of the Agent in consultation with the Borrower), reduces the spread or coupon with respect to such Collateral Obligation;


 


(v)            substitutes,
alters or releases the underlying collateral securing such Collateral Obligation and any such substitution, alteration or release, as
determined in the reasonable discretion of the Agent, materially and adversely affects the value of such Eligible Collateral Obligation;
provided that the foregoing shall not apply to any release in conjunction with a relatively contemporaneous disposition by the
related Obligor accompanied by a mandatory reinvestment of net proceeds or mandatory repayment of the related loan facility with the net
proceeds; or


 






    -40- 


     


    

 


(b)            the
Borrower shall promptly notify the Agent of the occurrence any other amendment, waiver, modification or supplement with respect to a particular
Eligible Collateral Obligation. Upon such notification by the Borrower, the Agent shall determine whether the amendment, waiver, modification
or supplement is material and adverse to the interests of the Lender. Such amendment, waiver, modification or supplement shall be a Material
Modification if the Agent provides written notice to the Borrower within ten (10) Business Days of the Borrower’s original
notice of the amendment, waiver, modification or supplement;


 


provided
that, for the avoidance of doubt, “Material Modification” shall not include any change to the base rate in respect of a Collateral
Obligation from LIBOR or SONIA to an alternative rate, including any applicable spread or payment frequency adjustments thereto that in
the Collateral Manager’s commercially reasonable judgment is consistent with the successor for LIBOR or SONIA.


 


“Measurement Date”
means each of the following, as applicable: (i) the Effective Date; (ii) each Determination Date; (iii) each Funding Date;
(iv) the date of any repayment or prepayment pursuant to Section 2.4; (v) the date that the Collateral Manager has
actual knowledge of the occurrence of any Evaluation Event with respect to any Collateral Obligation; (vi) the date of any optional
repurchase or substitution pursuant to Section 7.11; and (vii) the date of any Optional Sale.


 


“Minimum Commitment
Usage” means, as of any date of determination, the product of (i) the total Commitments as of such date and (ii) (x) during
the period from the nine-month anniversary of the Effective Date to the last day of the Revolving Period, 75.0% and (y) otherwise,
0%.


 


“Monthly Report”
means a report prepared by the Collateral Agent, on behalf of the Borrower, substantially in the form of Exhibit D.


 


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


 


“Moody’s Industry
Classification” means the industry classifications set forth in the Moody’s Global Approach to Rating Collateralized Loan
Obligations dated February 27, 2014, Appendix 7, as identified on Schedule 2 hereto (with the determination of an industry
classification for a particular Collateral Obligation being determined in accordance with the classifications therein or as otherwise
agreed by the Agent), as such industry classifications shall be updated at the option of the Agent in its sole discretion if Moody’s
publishes revised industry classifications and the application of such revised industry classifications to this facility is necessary
to avoid an increased regulatory capital charge for the Agent or its Affiliates that are Lenders hereunder.


 


“Multicurrency Lender”
means the Persons executing this Agreement (or an assignment hereof in accordance with Article XV) in the capacity of a “Multicurrency
Lender”.


 






    -41- 


     


    

 


“Multicurrency Loan”
means each Loan made in Euros, GBPs, CADs or Dollars.


 


“Note” means
a promissory grid note, in the form of Exhibit A, made payable to the order of a Lender Agent, on behalf of the related Lenders.


 


“Note Agent”
has the meaning set forth in Section 14.1.


 


“Obligations”
means all obligations (monetary or otherwise) of the Borrower to the Lenders, the Lender Agents, the Collateral Agent, the Collateral
Custodian, the Agent or any other Affected Person or Indemnitee arising under or in connection with this Agreement, the Notes and each
other Transaction Document.


 


“Obligor”
means any Person that owes payments under any loan and, solely for purposes of calculating the Excess Concentration Amount pursuant to
clause (b) or (c) of the definition thereof, any Obligor that is an Affiliate of another Obligor shall be
treated as the same Obligor; provided that for purposes of this definition, the term Affiliate shall not include any Affiliate
relationship which may exist solely as a result of direct or indirect ownership of, or common control by, a common financial sponsor.


 


“Officer’s Certificate”
means a certificate signed by an Executive Officer.


 


“Official Body”
means any government or political subdivision or any agency, authority, regulatory body, bureau, central bank, commission, department
or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, in each case whether
foreign or domestic.


 


“Operating Lease Implementation”
means the implementation by an Obligor of IFRS 16/ASC 842.


 


“Opinion of Counsel”
means a written opinion of independent counsel reasonably acceptable in form and substance and from counsel acceptable to the Agent.


 


“Optional Sale”
has the meaning set forth in Section 7.10.


 


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


 


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


 






    -42- 


     


    

 


“Outstanding Loan Amount”
means, as of any date of determination, an amount equal to the aggregate principal balance of all Loans outstanding under this Agreement.


 


“Pandemic”
means the COVID-19 pandemic starting in December 2019 and occurring through 2020 and 2021.


 


“Participant”
has the meaning set forth in Section 15.5.


 


“Participant Register”
has the meaning set forth in Section 15.5.


 


“Participation Interest”
means a participation interest in a loan, debt obligation or other obligation that satisfies each of the following criteria: (i) such
loan would constitute a Collateral Obligation were it acquired directly, (ii)  the Selling Institution is a lender in respect
of such loan, (iii) the aggregate participation in the loan does not exceed the principal amount or commitment of such loan, (iv) such
participation does not grant, in the aggregate, to the participant in such participation a greater interest than the Selling Institution
holds in the loan or commitment that is the subject of the participation, (v) the entire purchase price for such participation is
paid in full at the time of its acquisition (or, in the case of a participation in a Revolving Collateral Obligation, at the time of the
funding of such loan), (vi) the participation provides the participant all of the economic benefit and risk of the whole or part
of the loan or commitment that is the subject of the loan participation, (vii) such participation is documented under a Loan Syndications
and Trading Association, Loan Market Association or similar agreement standard for loan participation transactions among institutional
market participants and (viii) the Borrower has owned such participation without elevating it to a full assignment for not more than
60 days. For the avoidance of doubt, a Participation Interest shall not include a sub-participation interest in any loan.


 


“PBGC” means
the Pension Benefit Guaranty Corporation and its successors and assigns.


 


“Permitted Investment”
means, at any time:


 


(a)            direct
interest-bearing obligations of, and interest-bearing obligations guaranteed as to timely payment of principal and interest by, the United
States or any agency or instrumentality of the United States, the obligations of which are backed by the full faith and credit of the
United States;


 


(b)            demand
or time deposits in, certificates of deposit of, demand notes of, or bankers’ acceptances issued by any depository institution or
trust company organized under the laws of the United States or any State thereof (including any federal or state branch or agency of a
foreign depository institution or trust company) and subject to supervision and examination by federal and/or state banking authorities
(including, if applicable, the Collateral Agent, or Agent or any Lender Agent thereof acting in its commercial capacity); provided,
that the short-term unsecured debt obligations of such depository institution or trust company at the time of such investment, or contractual
commitment providing for such investment, are rated at least “A-1” by Standard & Poor’s and “P-1”
by Moody’s;


 






    -43- 


     


    

 


(c)            commercial
paper that (i) is payable in an Eligible Currency and (ii) is rated at least “A-1” by Standard & Poor’s
and “P-1” by Moody’s; or


 


(d)            shares
or other securities of non-United States registered money market funds which funds have, at all times, credit ratings of “Aaa-mf”
by Moody’s and “AAAm” by Standard & Poor’s.


 


Permitted Investments may be
purchased by or through the Collateral Agent or any of its Affiliates. All Permitted Investments shall be held in the name of the Securities
Intermediary. No Permitted Investment shall have an “f”, “r”, “p”, “pi”, “q”,
 “sf” or “t” subscript affixed to its Standard & Poor’s rating. Any such investment may be made
or acquired from or through the Collateral Agent or the Agent or any of their respective affiliates, or any entity for whom the Collateral
Agent or the Agent or any of their respective affiliates provides services and receives compensation (so long as such investment otherwise
meets the applicable requirements of the foregoing definition of Permitted Investment at the time of acquisition).


 


“Permitted Lien”
means (i) the Lien in favor of the Collateral Agent for the benefit of the Secured Parties, (ii) Liens for Taxes and mechanics’
or suppliers’ liens for services or materials supplied, in either case, not yet due and payable and for which adequate reserves
have been established in accordance with Appropriate Accounting Principles, (iii) as to Related Security (1) the Lien in favor
of the Borrower herein and (2) any Liens on the Related Security permitted pursuant to the applicable Underlying Instruments or that
are otherwise reasonable or customary for loans similar to such Collateral Obligation, (iv) as to agented loans, Liens in favor of
the agent on behalf of all the lenders of the related Obligor, (v) Liens arising by operation of law in the ordinary course of business
for sums that are not overdue or are being contested in good faith (v) as to any Account, customary Liens in favor of the Securities
Intermediary to the extent permitted in the Account Control Agreement.


 


“Permitted RIC Distribution”
means distributions on any Distribution Date to the Equityholder (from the Collection Account or otherwise) to the extent required to
allow the Equityholder to make sufficient distributions to qualify as a regulated investment company, and to otherwise eliminate federal
or state income or excise taxes payable by the Equityholder in or with respect to any taxable year of the Equityholder (or any calendar
year, as relevant); provided that the amount of any such payments made in or with respect to any such taxable year (or calendar year,
as relevant) of the Equityholder shall not exceed 115% of the amounts that the Borrower would have been required to distribute to the
Equityholder to: (i) allow the Borrower to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of
the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year,
(ii) reduce to zero for any such taxable year the Borrower’s liability for federal income taxes imposed on (x) its investment
company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (y) its net capital gain
pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Borrower’s liability
for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the
case of each of (i), (ii) or (iii), calculated assuming that the Borrower had qualified to be taxed as a regulated investment company
under the Code.


 






    -44- 


     


    

 



 


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


 


“Person”
means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated
association, joint venture, government or any agency or political subdivision thereof or any other entity.


 


“Primary Collateral
Manager Fee” means the senior fee payable to the Collateral Manager or successor collateral manager (as applicable) in accordance
with the terms hereof on each Distribution Date in arrears in respect of each Collection Period for services rendered during the related
Collection Period, which fee shall be equal to the product of (a) the Primary Collateral Manager Fee Percentage per annum,
(b) the average of the values of (x) the aggregate Collateral Obligation Amount of the Eligible Collateral Obligations on the
first day and the last day of the related Collection Period and (y) the cash representing Principal Collections on such days and
(c) the actual number of days in such Collection Period divided by 360.


 


“Primary Collateral
Manager Fee Percentage” means 1.00%.


 


“Principal Allocation
Formula” means, with respect to a prepayment of the Loans as specifically set forth herein, to each of the Revolving Loans and
Term Loans in accordance with their respective Principal Sharing Percentages (determined immediately prior to the application provided
for in this definition); provided, in each case, that if the Principal Allocation Formula would result in the allocation of a payment
of principal to the Revolving Loans in excess of the aggregate outstanding principal amount thereof, then the amount of such excess shall
be deposited into the Collection Account.


 


“Principal Balance”
means with respect to any Collateral Obligation and as of any date, (a) if such Collateral Obligation is denominated and payable
in Dollars, the product of (i) the outstanding principal balance of such Collateral Obligation and (ii) the Purchase Price,
and (b) if such Collateral Obligation is denominated and payable in any Eligible Currency other than Dollars, the product of (i) the
equivalent in Dollars (as determined by the Collateral Manager using the Applicable Conversion Rate) of the outstanding principal balance
of such Collateral Obligation and (ii) the Purchase Price, in each case exclusive of (A) any deferred or capitalized interest
on any Deferrable Collateral Obligation and (B) any unfunded amounts with respect to any Variable Funding Asset; provided,
that for purposes of calculating the “Principal Balance” of any Deferrable Collateral Obligation, principal payments received
on such Collateral Obligation shall first be applied to reducing or eliminating any outstanding deferred or capitalized interest; provided,
further, that the “Principal Balance” of any Variable Funding Asset as of any date shall be equal to the outstanding
principal balance thereof plus amounts on deposit in respect thereof in the Unfunded Exposure Account.  The “Principal Balance”
of any Equity Security shall be zero.


 






    -45- 


     


    

 


“Principal Collections”
means (x) any and all amounts of collections received with respect to the Collateral other than Interest Collections and Excluded
Amounts, including (but not limited to) (i) all collections attributable to principal on such Collateral, (ii)  the earnings
on Principal Collections in the Collection Account that are invested in Permitted Investments, (iii) all payments received by the
Borrower pursuant to any Hedging Agreement that is an interest rate swap or index rate swap transaction and (iv) all Repurchase Amounts,
in each case other than Retained Interests and (y) the proceeds of Loans which have not been used to settle pending acquisitions
of Eligible Collateral Obligations within ten (10) Business Days of the related Funding Date and deposits by the Equityholder pursuant
to Section 8.1(d).


 


“Principal Collection
Account” means a segregated, non-interest bearing securities account (within the meaning of Section 8-501 of the UCC) number
11756574-S3 together with its related deposit account as defined in Section 9-102 of the UCC, which is created and maintained on
the books and records of the Intermediary entitled “Principal Collection Account” in the name of the Borrower and subject
to the prior Lien of the Collateral Agent for the benefit of the Secured Parties, which is established and maintained pursuant to Section 8.1(a) hereof
and the Account Control Agreement.


 


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


 


(a)            the
numerator of which is:


 


(i)            the
aggregate principal amount of the Term Loans or Revolving Loans, as applicable, outstanding on such date; and


 


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


 


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


 


(ii)            the
aggregate principal amount of the Revolving Loans outstanding on such date.


 


“Proceeding”
means any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment
for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding
for the liquidation, dissolution or other winding up of a Person.


 


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


 


“Published Rate Replacement
Event” means, in relation to SONIA:


 


(a)            the
methodology, formula or other means of determining SONIA has, in the opinion of the Required Lenders and the Borrower, materially changed;


 






    -46- 


     


    

 


(b)            the
administrator of that SONIA or its supervisor publicly announces that such administrator is insolvent; or information is published in
any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or
similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that SONIA is insolvent; provided
that, in each case, at that time, there is no successor administrator to continue to provide that SONIA;


 


(c)            the
administrator of that SONIA publicly announces that it has ceased or will cease, to provide that SONIA permanently or indefinitely and,
at that time, there is no successor administrator to continue to provide that SONIA;


 


(d)            the
supervisor of the administrator of that SONIA publicly announces that such SONIA has been or will be permanently or indefinitely discontinued;


 


(e)            the
administrator of that SONIA or its supervisor announces that that SONIA may no longer be used;


 


(f)            the
supervisor of the administrator of SONIA makes a public announcement or publishes information stating that that SONIA is no longer, or
as of a specified future date will no longer be, representative of the underlying market or economic reality that it is intended to measure
and that representativeness will not be restored (as determined by such supervisor);


 


(g)            the
administrator of SONIA (or the administrator of an interest rate which is a constituent element of SONIA) determines that SONIA should
be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:


 


(i)            the
circumstance(s) or event(s) leading to such determination are not (in the opinion of the Required Lenders and the Borrower)
temporary; or


 


(ii)            SONIA
is calculated in accordance with any such policy or arrangement for a period no less than one month; or


 


(h)            in
the opinion of the Required Lenders and the Borrower, SONIA is otherwise no longer appropriate for the purposes of calculating interest
under this Agreement.


 


“Purchase Price”
means, as of any date of determination, (a) with respect to any Collateral Obligation acquired by the Borrower in connection with
its primary origination for a purchase price (as a percentage of par) equal to or greater than 97%, 100%, and (b) with respect to
any other Collateral Obligation, the actual price paid by the Borrower for such Collateral Obligation expressed as a percentage of par.


 


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


 






    -47- 


     


    

 


“QFC Credit Support”
has the meaning set forth in Section 17.23.


 


“Ramp-up Period”
means the period from and including the Effective Date to the earlier of (i) the first date on which the sum of the Principal Balances
of all Eligible Collateral Obligations equals or is greater than the Target Portfolio Amount and (ii) the nine-month anniversary
of the Effective Date.


 


“Rating Agencies”
means Standard & Poor’s, DBRS Morningstar, Moody’s and any other rating agency that has been requested to issue a
rating with respect to the commercial paper notes issued by any Conduit Lender.


 


“Recipient”
means (a) the Agent, (b) any Lender Agent, (c) any Lender and (d) any other recipient of a payment hereunder.


 


“Records”
means the Collateral Obligation File for any Collateral Obligation and all other documents, books, records and other information prepared
and maintained by or on behalf of the Borrower with respect to any Collateral Obligation and the Obligors thereunder, including all documents,
books, records and other information prepared and maintained by the Borrower or the Collateral Manager with respect to such Collateral
Obligation or Obligors.


 


“Recurring Revenue”
means the definition of annualized recurring revenue used in the Underlying Instruments for each such Eligible Collateral Obligation,
or any comparable term for “Revenue”, “Recurring Revenue” or “Adjusted Revenue” in the Underlying
Instruments for each such Eligible Collateral Obligation or if there is no such term in the Underlying Instruments, all recurring maintenance,
service, support, hosting, subscription and other revenues identified by the Collateral Manager (including, without limitation, software
as a service subscription revenue), of the related obligor and any of its parents or subsidiaries that are obligated with respect to such
Eligible Collateral Obligation pursuant to its Underlying Instruments (determined on a consolidated basis without duplication in accordance
with GAAP).


 


“Recurring Revenue
Loan” means a First Lien Loan that (i) is underwritten to Recurring Revenue, (ii) requires the Obligor to comply with
a maximum Recurring Revenue Multiple or minimum Recurring Revenue financial covenant, (iii) at the time of origination of the Loan,
does not include and would not customarily be expected to include (as determined by the Collateral Manager) a financial covenant based
on “debt to EBITDA”, “debt to EBIT” or a similar multiple of debt to operating cash flow and (iv) is not
subordinate to a working capital loan.


 


“Recurring Revenue
Multiple” means either (a) the meaning of “Recurring Revenue Multiple” or comparable definition set forth in
the Underlying Instrument for such Recurring Revenue Loan, or (b) in the case of any Recurring Revenue Loan with respect to which
the related Underlying Instrument does not include a definition of “Recurring Revenue Multiple” or comparable definition,
an amount equal to the difference of “total indebtedness” (as defined in the Underlying Instruments or comparable definition
thereof, including such Eligible Collateral Obligation) less unencumbered cash and cash equivalents divided by Recurring Revenue.


 






    -48- 


     


    

 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11:00 a.m. (London time)
on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time
determined by the Agent in its reasonable discretion.


 


“Reinvestment”
has the meaning given in Section 8.3(b).


 


“Reinvestment Date”
has the meaning given in Section 8.3(b).


 


“Reinvestment Request”
has the meaning given in Section 8.3(b).


 


“Related Collateral
Obligation” means any Collateral Obligation where the Equityholder or any Subsidiary of the Equityholder owns a Variable Funding
Asset pursuant to the same Underlying Instruments; provided that any such asset will cease to be a Related Collateral Obligation
once all commitments by the Equityholder or any such Subsidiary to make advances or fund such Variable Funding Asset to the related Obligor
expire or are irrevocably terminated or reduced to zero.


 


“Related Property”
means, with respect to a Collateral Obligation, any property or other assets designated and pledged or mortgaged as collateral to secure
repayment of such Collateral Obligation, including, without limitation, any pledge of the stock, membership or other ownership interests
in the related Obligor or its subsidiaries, all Warrant Assets with respect to such Collateral Obligation and all proceeds from any sale
or other disposition of such property or other assets.


 


“Related Security”
means, with respect to each Collateral Obligation:


 


(a)            any
Related Property securing a Collateral Obligation, all payments paid in respect thereof and all monies due, to become due and paid in
respect thereof accruing after the applicable Loan Date and all liquidation proceeds thereof;


 


(b)            all
guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or arrangements of whatever character
from time to time supporting or securing payment of any such indebtedness;


 


(c)            all
Collections with respect to such Collateral Obligation and any of the foregoing;


 


(d)            any
guarantees or similar credit enhancement for an Obligor’s obligations under any Collateral Obligation, all UCC financing statements
or other filings relating thereto, including all rights and remedies, if any, against any Related Security, including all amounts due
and to become due to the Borrower thereunder and all rights, remedies, powers, privileges and claims of the Borrower thereunder (whether
arising pursuant to the terms of such agreement or otherwise available to the Borrower at law or in equity);


 


(e)            all
Records with respect to such Collateral Obligation and any of the foregoing; and


 


(f)            all
recoveries and proceeds of the foregoing.


 






    -49- 


     


    

 


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


 


“Relevant Nominating
Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or
committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.


 


“Relevant Test Period”
means with respect to any Collateral Obligation, the relevant test period for the calculation of Senior Net Leverage Ratio, Total Net
Leverage Ratio, Interest Coverage Ratio or EBITDA as applicable, for such Collateral Obligation in accordance with the related Underlying
Instruments or, if no such period is provided for therein, each period of the last four (4) consecutive fiscal quarters of the principal
Obligor on such Collateral Obligation for which financial statements were required to have been delivered under the related Underlying
Instruments; provided that with respect to any Collateral Obligation for which the relevant test period is not provided for in
the related Underlying Instruments, if an Obligor is a newly-formed entity as to which twelve (12) consecutive calendar months have not
yet elapsed, “Relevant Test Period” shall initially include the period from the date of formation of such Obligor to the end
of the fourth (4th) fiscal quarter from the date of formation, and shall subsequently include each period of the last four
(4) consecutive reported fiscal quarters of such Obligor.


 


“Replacement Hedging
Agreement” means one or more Hedging Agreements, which in combination with all other Hedging Agreements then in effect, after
giving effect to any planned cancellations of any presently outstanding Hedging Agreements satisfy the Borrower’s covenant contained
in Section 10.6, of this Agreement to maintain Hedging Agreements.


 


“Replacement
Reference Rate” means a reference rate which is:


 


(a)            formally
designated, nominated or recommended as the replacement for SONIA by:


 


(i)            the
administrator of SONIA (provided that the market or economic reality that such reference rate measures is the same as that measured by
SONIA); or


 


(ii)            any
Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both
paragraphs, the “Replacement Reference Rate” will be the replacement under paragraph (i) above;


 


(b)            in
the opinion of the Required Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan
markets as the appropriate successor to a SONIA; or


 


(c)            in
the opinion of the Required Lenders and the Borrower, an appropriate successor to a SONIA.


 






    -50- 


     


    

 


“Reporting Date”
means the 20th calendar day of each calendar month, or if such date is not a Business Day, the next succeeding Business Day.


 


“Repurchase Amount”
means, for any Warranty Collateral Obligation for which a payment or substitution is being made pursuant to Section 7.11 as
of any time of determination, the sum of (i) an amount equal to the cumulative purchase price paid by the Borrower for such Collateral
Obligation (excluding purchased accrued interest and original issue discount) less all payments of principal received in connection with
such Collateral Obligation since the date it was added to the Collateral, (ii) any accrued and unpaid interest thereon since the
last Distribution Date, and (iii) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or
more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement, incurred in connection with such payment
or repurchase and the termination of any Hedge Transactions in whole or in part in connection therewith.


 


“Repurchased Collateral
Obligation” means, with respect to any Collection Period, any Collateral Obligation as to which the Repurchase Amount has been
deposited in the Collection Account by or on behalf of the Borrower, on or before the immediately prior Reporting Date and any Collateral
Obligation purchased by the Equityholder pursuant to the Sale Agreement as to which the Repurchase Amount has been deposited in the Collection
Account by or on behalf of the Equityholder.


 


“Requested Conversion
Portion” has the meaning assigned to such term in Section 2.4(c).


 


“Request for Release
and Receipt” means a form substantially in the form of Exhibit F-2 completed and signed by the Collateral Manager.


 


“Required
Lenders” means the Lender or Lenders (other than the Defaulting Lenders) holding, collectively, more than 50% of the
aggregate Undrawn Commitments and aggregate principal amount of all of the Loans outstanding at such time; provided that at any
time when two or more such Lenders are party to this Agreement, at least two Lenders with combined unutilized Revolving Commitments and
aggregate principal amount of greater than 50%, shall be required to constitute “Required Lenders”.


 


“Resignation Effective
Date” has the meaning set forth in Section 14.8.


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer”
means, with respect to any Person, any duly authorized officer or authorized signatory, as applicable, of such Person or of the general
partner, administrative manager or managing member of such Person with direct responsibility for the administration of this Agreement
and also, with respect to a particular matter, any other duly authorized officer or authorized signatory, as applicable, of such Person
or of the general partner, administrative manager or managing member of such Person to whom such matter is referred because of such officer’s
or authorized signatory’s knowledge of familiarity with the particular subject and with respect to the Collateral Agent, Collateral
Custodian or Securities Intermediary, a director, vice president, assistant vice president, senior trust officer or trust officer within
the Corporate Trust Office and any officer to whom a corporate trust matter is referred because of such Person’s knowledge of and
familiarity with the particular subject and having direct responsibility for the administration of this transaction.


 






    -51- 


     


    

 


“Retained Interest”
means, with respect to any Collateral Obligation included in the Collateral, (a) such obligations to provide additional funding with
respect to such Collateral Obligation that have been retained by the other lender(s) of such Collateral Obligation, (b) all
of the rights and obligations, if any, of the agent(s) under the Underlying Instruments, (c) any unused commitment fees associated
with the additional funding obligations that are being retained in accordance with clause (a) above, and (d) any agency or similar
fees associated with the rights and obligations of the agent(s) that are being retained in accordance with clause (b) above.


 


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


 


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


 


“Retention Requirements”
means the EU Retention Requirements and the UK Retention Requirements.


 


“Revenue Recognition
Implementation” means the implementation by an Obligor of IFRS 15/ASC 606.


 


“Revised Advance Rate”
means, as of any date of determination, the product of (1) the Advance Rate applicable to such Collateral Obligation as of the related
Cut-Off Date and (2) the Advance Rate Adjustment Factor; provided that, if the Total Net Leverage Ratio for such Collateral
Obligation as of the Relevant Test Period most recently ended prior to such date of determination is greater than or equal to 7.5x, the
Revised Advance Rate shall be determined by the Agent, in its sole discretion; provided, further, at the election of the
Borrower, the Revised Advance Rate shall be determined by the Valuation Dispute Resolution Process.


 


“Revolving Collateral
Obligation” means a Collateral Obligation that specifies a maximum aggregate amount that can be borrowed by the related Obligor
and permits such Obligor to re-borrow any amount previously borrowed and subsequently repaid during the term of such Collateral Obligation;
provided that any such asset will cease to be a Revolving Collateral Obligation once all commitments by the Equityholder or any
such Subsidiary to make advances or fund such Revolving Collateral Obligation to the related Obligor expire or are irrevocably terminated
or reduced to zero.


 






    -52- 


     


    

 


“Revolving Commitment”
means, for each Revolving Lender, (a) prior to the earlier to occur of (i) Facility Termination Date and (ii) the end of
the Revolving Period, the commitment of such Revolving Lender to make Loans to the Borrower in an amount not to exceed, in the aggregate,
the amount set forth opposite such Revolving Lender’s name on Annex B or pursuant to the assignment executed by such Revolving
Lender and its assignee(s) and delivered pursuant to Article XV (as such Revolving Commitment may be reduced as set forth
in Section 2.5), and (b) on and after the earlier to occur of (i) Facility Termination Date and (ii) the end
of the Revolving Period, such Revolving Lender’s pro rata share of all Loans outstanding.


 


“Revolving Lender”
means each Person that is listed as a “Revolving Lender” on the signature pages hereto or any Assignment Agreement, any
Person that shall have become a party hereto in respect of the Revolving Loans and, in each case, their respective successors.


 


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


 


“Revolving Period”
means the period of time starting on the Effective Date and ending on the earliest to occur of (i) July 29, 2022 or, if such
date is extended pursuant to Section 2.6, the date mutually agreed upon by the Borrower and each Lender Agent, (ii) the
date on which the Facility Amount is terminated in full pursuant to Section 2.5 or (iii) the occurrence of an Event of
Default.


 


“RFR Banking Day”
means a day (other than a Saturday or Sunday) on which banks are open for general business in London.


 


“S&P”
means S&P Global Ratings (or its successors in interest).


 


“S&P Industry Classification”
means industry classifications set forth in Schedule IV hereto, as such industry classifications shall be updated with the consent
of the Borrower, the Agent and the Required Lenders if S&P publishes revised industry classifications.


 


“Sale Agreement”
means the Sale and Contribution Agreement, dated as of the date hereof, by and between the Equityholder, as seller, and the Borrower,
as purchaser.


 


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


 


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


 






    -53- 


     


    

 


“Schedule of Collateral
Obligations” means the list or lists of Collateral Obligations attached to each Asset Approval Request. Each such schedule shall
identify the assets that will become Collateral Obligations, shall set forth such information with respect to each such Collateral Obligation
as the Borrower or the Agent may reasonably require and shall supplement any such schedules attached to previously-delivered Asset Approval
Requests.


 


“Scheduled Collateral
Obligation Payment” means each periodic installment payable by an Obligor under a Collateral Obligation for principal and/or
interest in accordance with the terms of the related Underlying Instrument.


 


“Second Lien Loan”
means a commercial loan that (a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation
of the Obligor of the loan but which is subordinated (with respect to liquidation preferences with respect to pledged collateral) to a
First Lien Loan of such Obligor; (b) is secured by a valid second-priority perfected security interest or lien in, to or on specified
collateral securing the Obligor’s obligations under the Second Lien Loan the value of which is adequate (in the commercially reasonable
judgment of the Borrower, as certified to the Agent in writing) to repay the loan in accordance with its terms and to repay all other
loans of equal or higher seniority secured by a lien or security interest in the same collateral and (c) is not secured solely or
primarily by common stock or other equity interests.


 


“Secured Parties”
means, collectively, the Collateral Agent, the Collateral Custodian, the Intermediary, each Lender, the Agent, each Lender Agent, each
other Affected Person, Indemnitee and Hedge Counterparty and their respective permitted successors and assigns.


 


“Securities Intermediary”
means State Street Bank and Trust Company, or any subsequent institution acceptable to the Agent at which the Accounts are kept.


 


“Securitisation Regulation”
means the EU Securitisation Regulation and the UK Securitisation Regulation.


 


“Selling Institution”
means Owl Rock Capital Corporation III.


 


“Senior Net Leverage
Ratio” means respect to any Collateral Obligation for any Relevant Test Period, either (a) the meaning of “Senior
Net Leverage Ratio” or comparable definition set forth in the Underlying Instruments for such Collateral Obligation, or (b) in
the case of any Collateral Obligation with respect to which the related Underlying Instruments do not include a definition of “Senior
Net Leverage Ratio” or comparable definition, the ratio of (i) the senior Indebtedness (including, without limitation, such
Collateral Obligation) of the applicable Obligor as of the date of determination minus the unrestricted cash of such Obligor as
of such date to (ii) EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Collateral
Manager in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting
packages provided by the relevant Obligor in accordance with the requirements of the Underlying Instruments.


 


“Similar Law”
means any federal, state or local law, regulation or other legal constraint that is materially similar to the fiduciary and/or prohibited
transaction provisions of Title I of ERISA or Section 4975 of the Code.


 






    -54- 


     


    

 


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


 


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


 


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


 


“Solvent”
means as to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair value
of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated
liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the
present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will
be required to pay the probable liability of such Person on its debts and other liabilities as they become absolute and matured; (c) such
Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities)
as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts
or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged
in a business or a transaction, and does not propose to engage in a business or a transaction, for which such Person’s property
assets would constitute unreasonably small capital.


 


“SONIA” means
SONIA (GBP overnight index average) reference rate displayed on the relevant screen of any authorized distributor of that reference rate.


 


“SONIA Rate”
means, in relation to any RFR Banking Day during the Accrual Period of a GBP Loan, the percentage rate per annum which is the Daily Non-Cumulative
Compounded RFR Rate for that RFR Banking Day. If the calculation of a SONIA Rate results in a rate of less than zero (0), such SONIA Rate
shall be deemed to be zero (0) for all purposes of the Transaction Documents.


 


“Specified Borrowing
Base Breach” means an event that shall occur if each of the following conditions are satisfied: (a) the aggregate principal
amount of all Loans outstanding hereunder exceeds the Borrowing Base by an amount (calculated as a percentage) equal to or less than the
Specified Borrowing Base Breach Percentage, (b) the aggregate principal amount of all Loans outstanding hereunder would not exceed
the Borrowing Base if changes to the Borrowing Base resulting from the following are disregarded: (i) any amendment to the Discount
Factor and/or Advance Rate of one or more Collateral Obligations by the Agent pursuant to Section 2.7 (other than an amendment
to the Discount Factor as a result of a Collateral Obligation becoming a Defaulted Collateral Obligation) or (ii) any increase in
the Excess Concentration Amount not caused by the purchase or sale of a Collateral Obligation and (c) a default as to the payment
of principal and/or interest is not continuing with respect to more than two Eligible Collateral Obligations included in the Collateral
on such date of determination.


 






    -55- 


     


    

 


“Specified Borrowing
Base Breach Percentage” means 7.5%; provided, that if a Specified Borrowing Base Breach has occurred and is continuing
for ninety (90) consecutive days, the Specified Borrowing Base Breach Percentage shall be 3.75% from the end of such 90-day period until
the earlier to occur of (x) an additional 90 consecutive days and (y) the second consecutive Distribution Date after the occurrence
of such Specified Borrowing Base Breach; provided, further, that, after the Effective Date, if the Collateral Obligation Amount
of the Eligible Collateral Obligations that have been subject to an Evaluation Event for which the Agent has modified the Advance Rate
and/or Discount Factor in accordance with Section 2.7 is greater than 25% of the Excess Concentration Measure at such time,
the Specified Borrowing Base Breach Percentage shall be 0%.


 


“Specified Loan”
means, either (a) a commercial loan (other than a Recurring Revenue Loan or Second Lien Loan) that is senior and secured by a pledge
of collateral of the obligor and has a Total Net Leverage Ratio greater than 6.0x or Effective LTV greater than 60% as of the Relevant
Test Period most recently ended prior to the related Cut-Off Date, or (b) a FILO Loan.


 


“Standard &
Poor’s” means S&P Global Ratings and any successor thereto.


 


“Structured Finance
Obligation” means any obligation owing or issued by a special purpose vehicle and secured directly by, referenced to, or representing
ownership of, a pool of receivables or other financial assets of any Obligor, including collateralized debt obligations and mortgage-backed
securities, including (but not limited to) collateral debt obligations, collateral loan obligations, asset backed securities and commercial
mortgage backed securities or any resecuritization thereof.


 


“Subsidiary”
means, with respect to any Person, a corporation, partnership or other entity of which such Person and/or its other Subsidiaries own,
directly or indirectly, such number of outstanding shares or interests as have more than 50% of the ordinary voting power for the election
of directors, managers or general partners, as applicable; provided that a Person whose Equity Securities were acquired by the
Borrower or the Equityholder, as the case may be, in a workout or restructuring of a Collateral Obligation shall not be deemed to be a
 “Subsidiary” for purposes of this Agreement.


 


“Substituted Collateral
Obligation” means, with respect to any Collection Period, any Warranty Collateral Obligation with respect to which the Equityholder
has substituted in a replacement Eligible Collateral Obligation pursuant to Section 7.11 and the Sale Agreement.


 


“Supported QFC”
has the meaning set forth in Section 17.23.


 






    -56- 


     


    

 


“Swap Contracts”
means, as to any Person, all payment and collateralization obligations of such Person in respect of (a) any rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward
bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions
or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction
is governed by or subject to any master agreement, and (b) any transactions of any kind, and the related confirmations, which are
subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives
Association, Inc. (“ISDA”), any International Foreign Exchange Master Agreement, or any other master agreement,
including any such obligations or liabilities under any such agreement.


 


“Target Portfolio Amount”
means $545,000,000.


 


“Taxes” means
all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other
charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto.


 


“Term Commitment”
means, with respect to each Term Lender, the commitment of such Term Lender to make Term Loans to the Borrower on the Effective Date,
pursuant to an Assignment Agreement or on any Conversion Date in the amount of the total Term Loans as set forth on Annex B, as
such amount may be terminated or reduced from time to time in accordance with the terms of this Agreement; provided that any reduction
of a Term Loan shall result in a dollar for dollar reduction of the applicable Term Commitment.


 


“Term Lender”
means each Person that is listed as a “Term Lender” on the signature pages hereto or any Assignment Agreement, any Person
that shall have become a party hereto pursuant to this Agreement in respect of a Term Loan, any Person that shall have converted all or
a portion of its Revolving Loans into Term Loans pursuant to Section 2.4(c) of this Agreement and, in each case, their
respective successors, in each case other than any such Person that ceases to be a party hereto.


 


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


 


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


 


“Total
Net Leverage Ratio” means respect to any Collateral Obligation for any Relevant Test Period either (a) the meaning
of “Total Net Leverage Ratio” or any comparable definition set forth in the Underlying Instruments for such Collateral Obligation,
or (b) in the case of any Collateral Obligation with respect to which the related Underlying Instruments do not include a definition
of “Total Net Leverage Ratio” or comparable definition, the ratio of (i) Indebtedness (including, without limitation,
such Collateral Obligation) of the applicable Obligor as of the date of determination minus the unrestricted cash of such Obligor as of
such date to (ii) EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Collateral Manager
in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages
provided by the relevant Obligor in accordance with the requirements of the Underlying Instruments.


 






    -57- 


     


    

 


“Total
Term Commitment” means, as of any date of determination, the aggregate amount of the Term Commitments on such date, which as
of the Effective Date is $0.


 


“Transaction Documents”
means this Agreement, the Notes, the Sale Agreement, the Collateral Agent Fee Letter, the Collateral Custodian Fee Letter, each Fee Letter,
the Account Control Agreement, the Retention Letter and the other documents to be executed and delivered in connection with this Agreement,
specifically excluding from the foregoing, however, Underlying Instruments delivered by the Borrower or the Collateral Manager in connection
with this Agreement.


 


“UCC” means
the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.


 


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


 


“UK Retention Requirements”
means Article 6 of the UK Securitisation Regulation (together with any technical standards and any guidance relating thereto as may
be published by the UK Financial Conduct Authority and/or the UK Prudential Regulation Authority, in each case as of the Effective Date).


 


“UK Securitisation
Regulation” means the EU Securitisation Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018, as in force as of the Effective Date.


 


“UK Resolutions Authority”
means the Bank of England or any other public administrative authority having responsibilities for the resolution of any UK Financial
Institution.


 


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


 


“Uncommitted Lender”
means any Conduit Lender designated as an “Uncommitted Lender” for any Lender Group and any of its assignees.


 


“Underlying Instrument”
means the loan agreement, credit agreement or other customary agreement pursuant to which a Collateral Obligation has been created or
issued and each other agreement that governs the terms of or secures the obligations represented by such Collateral Obligation or of which
the holders of such Collateral Obligation are the beneficiaries.


 






    -58- 


     


    

 


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


 


“Unfunded Exposure
Account” means the account designated as the Unfunded Exposure Account in, and which is established and maintained pursuant
to, Section 8.1(a).


 


“Unfunded Exposure
Shortfall” has the meaning set forth in Section 8.1(a).


 


“Unitranche
Loan” means any commercial loan that (i) is not (and is not expressly permitted by its terms to become) subordinate in
right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation
proceedings, (ii) is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable
Law (subject to liens permitted under the applicable credit agreement that are reasonable for similar loans, and liens accorded priority
by law in favor of any Official Body), and (iii) the Collateral Manager determines in good faith that the value of the collateral
for such loan or the enterprise value securing the loan on or about the time of acquisition equals or exceeds the outstanding principal
balance of the loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by a first priority
Lien over the same collateral.


 


“Unmatured Collateral
Manager Event of Default” means any event that, if it continues uncured, will, with lapse of time or notice or lapse of time
and notice, constitute a Collateral Manager Event of Default.


 


“Unmatured Event of
Default” means any event that, if it continues uncured, will, with lapse of time or notice or lapse of time and notice, constitute
an Event of Default.


 


“Unrestricted Cash”
has the meaning of “Unrestricted Cash” or any comparable definition in the Underlying Instruments for each Collateral Obligation,
and in any case that “Unrestricted Cash” or such comparable definition is not defined in such Underlying Instruments, all
cash available for use for general corporate purposes and not held in any reserve account or legally or contractually restricted for any
particular purposes or subject to any lien (other than blanket liens permitted under or granted in accordance with such Underlying Instruments),
as reflected on the most recent financial statements of the relevant Obligor that have been delivered to the Borrower.


 


“USA Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public
Law 107 56.


 


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


 


“USD LIBOR”
means the London interbank offered rate for U.S. dollars as determined in accordance with the definition of “LIBOR Rate”.


 






    -59- 


     


    

 


“U.S. Special Resolution
Regimes” has the meaning set forth in Section 17.23.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 4.3(f).


 


“Valuation Dispute
Adjustment Factor” means, with respect to any Collateral Obligation subject to the Valuation Dispute Resolution Process, the
amount that equals (i) the valuation of such Collateral Obligation set forth in the relevant valuation report for such Collateral
Obligation delivered by the applicable Approved Valuation Agent, determined as of such date, divided by (ii) the Purchase Price as
of the Cut-Off Date; provided that such amount shall not be greater than 1.0 at any time.


 


“Valuation Dispute
Resolution Process” means, with respect to any Collateral Obligation, the following process for determining a revised Advance
Rate for such Collateral Obligation after the occurrence of an Evaluation Event with respect to such Collateral Obligation: initially,
the Agent shall multiply (1) the most recent Advance Rate (or Revised Advance Rate) applicable to such Collateral Obligation by (2) the
Valuation Dispute Adjustment Factor (it being understood that the calculation of the Valuation Dispute Adjustment Factor shall use the
most recent value for such Collateral Obligation on the books and records of the Equityholder provided by Duff and Phelps or another Approved
Valuation Agent); and the product thereof shall thereafter be the Advance Rate for such Collateral Obligation; provided that (x) in
the event the Agent does not agree with the value of such Collateral Obligation provided by such Approved Valuation Agent, then the Agent
may order within five (5) Business Days and obtain and deliver to Borrower, within twenty one (21) calendar days of the related Evaluation
Event, a valuation of the related Collateral Obligation from a different Approved Valuation Agent, and shall multiply (1) the most
recent Advance Rate (or Revised Advance Rate) applicable to such Collateral Obligation by (2) the Valuation Dispute Adjustment Factor,
and the product thereof shall thereafter be the Advance Rate for such Collateral Obligation and (y) if the Agent disputes the value
of the Collateral Obligation as set forth in the foregoing clause (x), then until such time as the Valuation Dispute Adjustment Factor
is revised as set forth in the foregoing clause (x), the Advance Rate for such Collateral Obligation shall be the average of (i) the
Advance Rate (or Revised Advance Rate) in effect for such Collateral Obligation immediately prior to the occurrence of the Evaluation
Event which gave rise to such Valuation Dispute Resolution Process and (ii) the Revised Advance Rate proposed by the new Approved
Valuation Agent; provided, further, that any revised Advance Rate determined from the Valuation Dispute Resolution Process
shall reflect the applicable occurrence specified in the definition of “Evaluation Event” which preceded such Evaluation Event.
In no event shall the Borrower be permitted to use the Valuation Dispute Resolution Process for more than four (4) Collateral Obligations
per fiscal quarter.


 


“Variable Funding Asset”
means any Revolving Collateral Obligation or other asset that by its terms may require one or more future advances to be made to the related
Obligor by any lender thereon or owner thereof; provided that any such asset will cease to be a Variable Funding Asset once all
commitments by the Equityholder or any such Subsidiary to make advances or fund such Variable Funding Asset to the related Obligor expire
or are irrevocably terminated or reduced to zero.


 






    -60- 


     


    

 


“Warrant Asset”
means any equity purchase warrants or similar rights convertible into or exchangeable or exercisable for any equity interests received
by the Borrower as an “equity kicker” from the Obligor in connection with a Collateral Obligation.


 


“Warranty Collateral
Obligation” has the meaning set forth in Section 7.11.


 


“Withholding Agent”
means the Borrower, the Agent, and the Collateral Manager.


 


“Write-Down and Conversion
Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary of any those powers.


 


“written”
or “in writing” (and other variations thereof) means any form of written communication or a communication by means
of email or a .pdf or similar format.


 


Section 1.2     Other
Definitional Provisions. (a)  Unless otherwise specified therein, all terms defined in this Agreement have the meanings
as so defined herein when used in the Notes or any other Transaction Document, certificate, report or other document made or delivered
pursuant hereto or thereto.


 


(b)            Each
term defined in the singular form in Section 1.1 or elsewhere in this Agreement shall mean the plural thereof when the plural
form of such term is used in this Agreement, the Notes or any other Transaction Document, certificate, report or other document made or
delivered pursuant hereto or thereto, and each term defined in the plural form in Section 1.1 shall mean the singular thereof
when the singular form of such term is used herein or therein.


 


(c)            The
words “hereof,” “herein,” “hereunder” and similar terms when used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision of this Agreement, the term “including” means “including
without limitation,” and article, section, subsection, schedule and exhibit references herein are references to articles, sections,
subsections, schedules and exhibits to this Agreement unless otherwise specified.


 


(d)            The
following terms which are defined in the Uniform Commercial Code in effect in the State of New York on the date hereof are used herein
as so defined: Accounts, Certificated Securities, Chattel Paper, Control, Documents, Equipment, Financial Assets, Funds-Transfer system,
General Intangibles, Indorse and Indorsed, Instruments, Inventory, Investment Property, Proceeds, Securities Accounts,
Securities Intermediary, Security Certificates, Security Entitlements, Security Interest and Uncertificated Securities.


 






    -61- 


     


    

 


(e)            For
the avoidance of doubt, on each Measurement Date, the Borrower shall cause the Collateral Manager to re-determine the status of each Eligible
Collateral Obligation as of such calculation date and to provide notice of any change in the status of any Eligible Collateral Obligation
to the Collateral Agent and, as a consequence thereof, (A) Collateral Obligations that were previously Eligible Collateral Obligations
on a prior Measurement Date may be excluded from the Aggregate Eligible Collateral Obligation Amount on such Measurement Date and (B) Collateral
Obligations that were previously excluded from the Aggregate Eligible Collateral Obligation Amount on a prior Measurement Date may, upon
receipt of a related Approval Notice, be included in the Aggregate Eligible Collateral Obligation Amount on such Measurement Date.


 


(f)            Unless
otherwise specified, each reference in this Agreement or in any other Transaction Document to a Transaction Document shall mean such Transaction
Document as the same may from time to time be amended, restated, supplemented or otherwise modified in accordance with the terms of the
Transaction Documents.


 


(g)            Unless
otherwise specified herein, all calculations required to be made hereunder with respect to the Collateral Obligations, the Facility Amount
and the Borrowing Base shall be made on a settlement date basis and after giving effect to (x) all purchases or sales to be entered
into on such settlement date and (y) all Loans requested to be made on such settlement date plus the balance of all unfunded Loans
to be made in connection with the Borrower’s purchase of previously requested (and approved) Collateral Obligations or any funding
with respect to a Variable Funding Asset included in the Collateral.


 


(h)            Any
use of “material” or “materially” or words of similar meaning in this Agreement shall mean material to the ability
of the Borrower or the Collateral Manager to perform its obligations under the Transaction Documents or to the rights and remedies of
the Secured Parties under the Transaction Documents, in each case as determined by the Agent in its commercially reasonable discretion.


 


(i)            For
purposes of this Agreement, an Event of Default or Collateral Manager Event of Default shall be deemed to be continuing until it is waived
in accordance with Section 17.2. In the event that the Borrower or the Collateral Manager notifies the Agent that the occurrence
which caused any Event of Default or Collateral Manager Event of Default has been cured, the Agent shall notify the Lenders, and the Agent
and the Lenders will consider, investigate and determine the sufficiency of such cure and notify the Borrower and the Collateral Manager
within a reasonably prompt period of time as to whether such Event of Default or Collateral Manager Event of Default will be waived by
the Agent and the Required Lenders in accordance with Section 17.2.


 


(j)            Unless
otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption
of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement
or any other Transaction Document, Borrower and Agent shall negotiate in good faith to amend such covenant to preserve the original intent
in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with
the application of generally accepted accounting principles prior to such change and (ii) Borrower shall provide to the Agent a written
reconciliation in form and substance reasonably satisfactory to the Agent, between calculations of such covenant made before and after
giving effect to such change in generally accepted accounting principles.


 






    -62- 


     


    

 


(k)            Unless
otherwise expressly stated in this Agreement, if any date stated herein falls on a date that is not a Business Day, then such date shall
refer to the immediately following Business Day.


 


(l)            With
respect to any GBP Loan: (a) if any period is expressed to accrue by reference to a month or any number of months then, in respect
of the last month of that period: (i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business
Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there
is not, on the immediately preceding Business Day; (ii) if there is no numerically corresponding day in the calendar month in which
that period is to end, that period shall end on the last Business Day in that calendar month; and (iii) if an Accrual Period begins
on the last Business Day of a calendar month, that Accrual Period shall end on the last Business Day in the calendar month in which that
Accrual Period is to end; and (b) if an Accrual Period would otherwise end on a day which is not a Business Day, that Accrual Period
will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).


 


ARTICLE II


 


THE
FACILITY, LENDING PROCEDURES AND NOTES


 


Section 2.1     Loans.
(a)  On the terms and subject to the conditions set forth in this Agreement, each Revolving Lender hereby agrees to make advances
to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”)
from time to time on any date (each such date on which a Loan is made, an “Loan Date”) during the period from the Effective
Date to the end of the Revolving Period; provided that there shall be no more than two (2) Loan Dates during any calendar
week. The Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar
Lenders, in each case in accordance with Section 2.2(d).


 


(b)            Each
Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively
the “Term Loans”) on the related Funding Date, pursuant to an Assignment Agreement or on any Conversion Date in each
case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment
and (ii) as to all Term Lenders, the Total Term Commitment at such time. The Multicurrency Loans shall be made solely by the Multicurrency
Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d).


 






    -63- 


     


    

 


(c)            Under
no circumstances shall any Lender make a Revolving Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations
in connection therewith, (i)  an Unmatured Event of Default or an Event of Default would exist, (ii)  if immediately after giving
effect thereto, a Borrowing Base Deficiency would exist or (iii) the Loans outstanding (using the Applicable Conversion Rate) would
exceed the Facility Amount, (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day, or (v) a
violation of Applicable Law would occur. Subject to the terms of this Agreement, during the Revolving Period, the Borrower may borrow,
reborrow, repay and prepay (subject to the provisions of Section 2.4) one or more Revolving Loans.


 


Section 2.2     Funding
of Loans. (a)  Subject to the satisfaction of the conditions precedent set forth in Section 6.2, the Borrower
may request Revolving Loans hereunder by giving notice to the Agent, each Lender Agent and the Collateral Agent of the proposed Revolving
Loan at or prior to 11:00 a.m., in the Applicable Time Zone, at least (i) two (2) Business Days or (ii) three (3) Business
Days with respect to GBP Loans (which, for the avoidance of doubt, shall be a RFR Banking Day) prior to the proposed Loan Date for the
acquisition of any Collateral Obligations. Such notice (herein called the “Loan Request”) shall be in the form of Exhibit C-1
and shall include (among other things) the proposed Loan Date and amount of such proposed Revolving Loan, and shall, if applicable, be
accompanied by an Asset Approval Request setting forth the information required therein with respect to the Collateral Obligations to
be acquired by the Borrower on the Loan Date (if applicable). Following receipt of a Loan Request, the Agent shall promptly distribute
to the other parties hereto the allocation of such Revolving Loan among the Lenders in accordance with the Lenders’ respective Commitments.
In the event of any change to the wiring instructions of the Collateral Agent set forth on Schedule 1 to the Loan Request, the Agent shall
provide written notice of such change to each Lender Agent at least two (2) Business Days prior to any proposed Loan Date. The amount
of any Revolving Loan (other than the Term Loan which shall be the Total Term Commitment) shall at least be equal to the least of (w) 1,000,000
CADs, $1,000,000, 1,000,000 Euros or 1,000,000 GBPs, (x) the (1) Borrowing Base on such day minus (2) the Revolving
Loans outstanding on such day, (y) with respect to Multicurrency Loans, the Foreign Currency Sublimit on such day minus the
Foreign Currency Loan Amount on such day and (z) the (1) Facility Amount on such day minus (2) the Revolving Loans
outstanding on such day before giving effect to the requested Loan as of such date. Any Loan Request given by the Borrower pursuant to
this Section 2.2, shall be irrevocable and binding on the Borrower; provided that in the event that the Borrower has
submitted a Loan Request but fails to borrow, the Borrower shall pay any breakage costs actually incurred by the Lender in connection
with such Loan Request. Neither the Agent nor the Collateral Agent shall have any obligation to lend funds hereunder in its capacity as
Agent or Collateral Agent, as applicable. Subject to receipt by the Collateral Agent of an Officer’s Certificate of the Borrower
confirming the satisfaction of the conditions precedent set forth in Section 6.2, and the Collateral Agent’s receipt
of such funds from the Lenders, the Collateral Agent shall make the proceeds of such requested Revolving Loans available to the Borrower
by deposit to such account as may be designated by the Borrower (in a written notice received by the Agent, each Lender Agent and the
Collateral Agent at least one (1) Business Day prior to such Loan Date) in same day funds no later than 2:00 p.m., in the Applicable
Time Zone, on such Loan Date.


 


(b)            Committed
Lender’s Commitment. Notwithstanding anything contained in this Agreement to the contrary, no Committed Lender shall be obligated
to provide its Lender Agent or the Borrower with funds in connection with a Revolving Loan in an amount that would result in the portion
of the Revolving Loans then funded by it exceeding its Commitment then in effect. The obligation of the Committed Lender in each Lender
Group to remit any Revolving Loan shall be several from that of the other Lenders, and the failure of any Committed Lender to so make
such amount available to its Lender Agent shall not relieve any other Committed Lender of its obligation hereunder.


 






    -64- 


     


    

 



 


(c)            Unfunded
Commitment Provisions. Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) any acceleration
of the maturity of Loans pursuant to Section 13.2 or (ii) the end of the Revolving Period, the Borrower shall request
a Revolving Loan in the amount of the Aggregate Unfunded Amount minus the amount then on deposit in the Unfunded Exposure Account. Following
receipt of such Loan Request, the Lenders shall fund such requested amount by depositing such amount directly to the Collateral Agent
to be deposited into the Unfunded Exposure Account, notwithstanding anything to the contrary herein (including, without limitation, the
Borrower’s failure to satisfy any of the conditions precedent set forth in Section 6.2).


 


(d)            Currency
Commitment Provisions.


 


(i)            Each
Lender hereby agrees that (A) each Multicurrency Loan shall be funded in its entirety by the Multicurrency Lenders or (B) each
Loan funded in Dollars shall be funded in its entirety by the Dollar Lenders or the Multicurrency Lenders, as applicable.


 


(ii)            On
each FX Evaluation Date, (A) the Collateral Manager shall calculate the Borrowing Base and deliver such calculation to the Agent
and (B) the Agent shall deliver in accordance with Section 17.3 to the Collateral Agent and the Collateral Manager such
calculation of the Borrowing Base. If on any date any Lender has provided written notice to the Agent that such Lender requests a reallocation
under this Section 2.2(d)(ii) and the Agent shall agree in its sole discretion to such reallocation, the Agent shall
deliver, as directed by the Collateral Manager or Lender, as applicable, in accordance with Section 17.3 to each Agent (with
a copy to the Collateral Agent) a notice in the form of Exhibit C-4 (each, an “FX Reallocation Notice”).
Each Lender agrees to comply with the direction provided in the FX Reallocation Notice. Each such purchase and sale of Loans outstanding
shall occur on the second Business Day following delivery of the related FX Reallocation Notice (or, if the related FX Reallocation Notice
is delivered to any Lender after 4:00 p.m. in the Applicable Time Zone, on the third Business Day following delivery of such FX
Reallocation Notice).


 


(iii)            Notwithstanding
anything to the contrary herein, at no time shall (x) any Multicurrency Lender have any obligation to fund any Multicurrency Loan
in any currency other than Euros, GBPs, CADs or Dollars or any Multicurrency Loan in any currency other than the Eligible Currency or
(y) any Dollar Lender have any obligation to fund any Loan in an Eligible Currency other than Dollars.


 






    -65- 


     


    

 


Section 2.3     Notes.
The Borrower shall, upon request of any Lender Group, on or after such Lender Group becomes a party hereto (whether on the Effective
Date or by assignment or otherwise), execute and deliver a Note evidencing the Loans of such Lender Group. Each such Note shall be payable
to the order of the Lender Agent for such Lender Group in a face amount equal to the applicable Lender Group’s Commitment as of
the Effective Date or the effective date on which such Lender Group becomes a party hereto, as applicable. The Borrower hereby irrevocably
authorizes each Lender Agent to make (or cause to be made) appropriate notations on the grid attached to the Notes (or on any continuation
of such grid, or at the option of such Lender Agent, in its records), which notations, if made, shall evidence, inter alia, the
date of the outstanding principal of the Loans evidenced thereby and each payment of principal thereon. Such notations shall be rebuttably
presumptive evidence of the subject matter thereof absent manifest error; provided, that the failure to make any such notations
shall not limit or otherwise affect any of the Obligations or any payment thereon.


 


Section 2.4     Repayment,
Prepayments and Conversion. (a) The Borrower shall repay the Revolving Loans outstanding (i) on each Distribution Date
to the extent required to be repaid hereunder and funds are available therefor pursuant to Section 8.3, (ii) in full
on the Facility Termination Date and (iii) to cure any Borrowing Base Deficiency (including a Specified Borrowing Base Breach).


 


(b)            Prior
to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding
principal amount of any Revolving Loan using Principal Collections on deposit in the Principal Collection Account or other funds available
to the Borrower on such date; provided, that


 


(i)            all
such voluntary prepayments shall require prior written notice to the Agent (with a copy to the Collateral Agent and each Lender Agent)
by 11:00 a.m. in the Applicable Time Zone one (1) Business Day prior to such voluntary prepayment;


 


(ii)            all
such voluntary partial prepayments shall be in a minimum amount of 1,000,000 CADs, $1,000,000, 1,000,000 Euros or 1,000,000 GBPs; and


 


(iii)            each
prepayment shall be applied on the Business Day received by the Collateral Agent if received by 3:00 p.m., in the Applicable Time Zone,
on such day by the Collateral Agent as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as
if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to
which such Distribution Date relates.


 


Each such prepayment shall be subject to the
payment of any amounts required by Section 2.5(b) as well as any actually-incurred breakage costs (if any) resulting
from a prepayment or payment.


 


(c)            Conversion
of Revolving Loans to Term Loans.


 


(i)            At
any time during the Revolving Period, the Agent may request (with notice to the Borrower and the Collateral Manager) that any portion
(such portion, the “Requested Conversion Portion”) of the outstanding Revolving Loans be converted to a Term Loan
equal to such Requested Conversion Portion.


 


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


 






    -66- 


     


    

 


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


 


(d)            Conversion
of Term Loans to Revolving Loans. At any time during the Revolving Period, any Term Lender affiliated with the Agent may convert
(with the prior written consent of the Borrower, such consent not to be unreasonably withheld, and notice to the Borrower and the Collateral
Manager) any portion of a Term Loan to a Revolving Loan.


 


Section 2.5     Permanent
Reduction of Facility Amount. (a) The Borrower may at any time upon five Business Days’ prior written notice to the Agent,
each Lender Agent and the Collateral Agent, permanently reduce the Facility Amount, subject to Section 2.5(d), in whole or
in part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans (after
giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a),
the Revolving Commitment of each Revolving Lender shall automatically, and without any further action by any party, be reduced pro
rata with all other Revolving Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, will equal
the newly reduced Facility Amount.


 


(b)            Reserved.


 


(c)            The
Borrower may upon at least two Business Days’ notice (which notice shall contain a certificate of an authorized officer of the
Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.5(c) with respect to such
proposed prepayment) to the Agent, prepay and permanently reduce all or any portion of the Loans then outstanding, by paying to the Collateral
Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting
Principal Collections) together with accrued interest (including any accrued and unpaid interest amounts) and Daily Commitment Fees,
if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds);
provided that any prepayments of Loans made pursuant to this clause shall (y) be allocated between the Revolving Loans and
the Term Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest and any other payments
on a pro rata basis and (x) result in the reduction and termination, of the Revolving Commitments and Term Commitments on
a dollar-for-dollar basis.


 


(d)            In
connection with any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with the
Agent shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate
amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being
a “Rebalancing”).


 






    -67- 


     


    

 


Section 2.6     Extension
of Revolving Period. The Borrower may, at any time commencing with the date that is nine (9) months prior to the last date of
the Revolving Period and ending on the date that is immediately prior to the date that is 45 days prior to the last date of the Revolving
Period, deliver a written notice to each Lender Agent (with a copy to the Agent and the Collateral Agent) requesting an extension of
the Revolving Period and Facility Termination Date for an additional twelve months (each qualifying request, an “Extension Request”).
Each Lender may approve or decline an Extension Request in its sole discretion; provided, that the Lenders shall respond to an Extension
Request in writing not later than 30 days following receipt of such Extension Request, and if any Lender does not respond in writing
by the end of such 30-day period it shall be deemed to have denied such Extension Request. No request by the Borrower to extend the Revolving
Period shall be considered an “Extension Request” if such request is conditioned on an amendment to any other provision of
the Transaction Documents.


 


Section 2.7     Calculation
of Discount Factor. The initial Discount Factor for each Eligible Collateral Obligation (which percentage may not be greater than
100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect
to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate
pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised
to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation
(provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral
Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of
the definition thereof occurs with respect to such Collateral Obligation, then the Discount Factor may not be less than the Revised Advance
Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior
Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from
the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to
the extent available, any of the information referenced in clause (b), (c) (without any Effective LTV update) and (d) of the
definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding
the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an
Evaluation Event set forth in clause (a) of the definition thereof with respect to any Collateral Obligation, the Agent may, in
its sole discretion, re-determine the Discount Factor with respect thereto.


 


Section 2.8     Change
in Advance Rate. The Advance Rate previously assigned by the Agent to any Eligible Collateral Obligation shall not change, except
for the following events:


 


(A)            during
the Revolving Period, if the Diversity Score equals to or is lower than 7 at funding of an Eligible Collateral Obligation and subsequently
exceeds 7, as long as (i) the Borrower notifies the Agent of such increase of Diversity Score and (ii) the Borrower notifies
the Agent that no Evaluation Event has occurred relating to such Eligible Collateral Obligation, the Advance Rate applicable to such
Eligible Collateral Obligation shall be revised upward pursuant to the guidelines set forth in the definition of Advance Rate;


 






    -68- 


     


    

 


(B)            if
the Diversity Score is higher than 7 at funding of an Eligible Collateral Obligation and subsequently during the Revolving Period decreases
to be equal to or lower than 7, upon notice from the Agent to the Borrower, the Agent may revise the Advance Rate applicable to such
Eligible Collateral Obligation lower pursuant to the guidelines set forth in the definition of Advance Rate;


 


(C)            except
as set forth in the foregoing clauses (A) and (B), if no Evaluation Event occurs with respect to an Eligible Collateral Obligation,
the Advance Rate for such Eligible Collateral Obligation shall be the Advance Rate assigned to such Eligible Collateral Obligation as
of the related Cut-Off Date; or


 


(D)            if
an Evaluation Event occurs with respect to an Eligible Collateral Obligation, the Agent (solely for purposes of calculating the Revised
Advance Rate, in consultation with the Borrower) shall have the right to adjust the Advance Rate for such Eligible Collateral Obligation
in accordance with the following; provided that, after giving effect to any such adjustment, the Advance Rate shall not exceed
the Advance Rate applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event:


 


(x)            if
an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation,
then the Agent may revise the Advance Rate applicable to such Eligible Collateral Obligation to equal the Revised Advance Rate;


 


(y)            if
an Evaluation Event set forth in clause (a), (b), (c), (d), (e) or (h) of the definition thereof occurs with respect to such
Collateral Obligation, then the Agent may adjust the Advance Rate of such Collateral Obligation in its reasonable discretion; provided
that any such adjustment shall be subject to the Valuation Dispute Resolution Process; provided further that, in the case
of an Evaluation Event set forth in clause (b), Agent shall consult in good faith with the Borrower prior to effecting any such adjustment
of the Advance Rate and such Advance Rate shall be subject to the Valuation Dispute Resolution Process only upon the Borrower’s
election to initiate the Valuation Dispute Resolution Process;


 


(z)             in the
event that (i) an Eligible Collateral Obligation has experienced a downward Advance Rate revision pursuant to a prior Evaluation
Event and (ii) the conditions that gave rise to such Evaluation Event no longer apply, upon written notice by the Borrower to the
Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available,
any of the information referenced in clause (b), (c) (without any Effective LTV update) and (d) of the definition of Asset
Approval Request), the Agent may at its reasonable discretion revise such Advance Rate upward.


 






    -69- 


     


    

 


(E)            No
revised Discount Factor or Advance Rate determined pursuant to Section 2.7 or this Section 2.8 shall be effective
until the Agent has provided written notice of such revised Discount Factor to the Borrower, Collateral Manager, and Collateral Agent.


 


Section 2.9     Increase
in Facility Amount. The Borrower may, with the prior written consent of the Agent (which consent may be conditioned on one or more
conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lender Groups (pro rata) with the
consent of each such Lender Group, (ii) add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group
with the consent of such Lender Group, in each case which shall increase the Facility Amount by the amount of the increased or new Commitment
of each such existing or additional Lender Group.


 


Section 2.10     Facility
Termination Date. Each Term Loan shall be paid in full by the Borrower on the Facility Termination Date.


 


Section 2.11     Defaulting
Lender. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,
then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:


 


(i)            any
payment of principal, interest, fees or other amounts received by the Collateral Agent for the account of that Defaulting Lender (whether
voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be determined by the Agent and with
written instruction to the Collateral Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to
the Agent hereunder; second, as the Borrower may request (so long as no Event of Default or Unmatured Event of Default exists
(except to the extent caused by such Defaulting Lender, as determined by the Agent in its sole discretion)), to the funding of any Loan
in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the
Agent; third, if so determined by the Agent or the Borrower, to be held in a non-interest bearing deposit account and released
in order to satisfy obligations of that Defaulting Lender to fund future Loans under this Agreement; fourth, to the payment of
any amounts owing to the other Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so
long as no Event of Default or Unmatured Event of Default exists (except to the extent caused by such Defaulting Lender, as determined
by the Agent in its sole discretion), to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent
jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided,
that if such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded
its appropriate share, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable
to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this
Section 2.10 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;
and


 









    -70- 


     


    

 


(ii)            for
any period during which such Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to receive any Daily Commitment
Fee for any period during which that Lender is a Defaulting Lender (and under no circumstance shall Borrower retroactively be or become
required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).


 


(b)            If
the Agent and the Borrower determine in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting
Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions
set forth therein (which may include arrangements with respect to any cash collateral), such Lender will, to the extent applicable, purchase
that portion of Loans outstanding of the other Lenders or take such other actions as the Agent may determine to be necessary to cause
the Loans to be held on a pro rata basis by the Lenders, whereupon that Lender will cease to be a Defaulting Lender; provided,
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender
was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder
from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s
having been a Defaulting Lender.


 


ARTICLE III


 


INTEREST, ETC.


 


Section 3.1     Interest
and Daily Commitment Fee. (a)  The Borrower hereby promises to pay, on the dates specified in Section 3.2, Interest
on the unpaid principal amount of each Loan (or each portion thereof) for the period commencing on the applicable Loan Date until such
Loan is paid in full. No provision of this Agreement or the Notes shall require the payment or permit the collection of Interest in excess
of the maximum permitted by Applicable Law.


 


(b)            The
Borrower shall pay the aggregate Daily Commitment Fee on the dates specified in Section 3.2.


 





Section 3.2     Interest
Distribution Dates. Interest accrued on each Loan (including any previously accrued and unpaid Interest) and the aggregate Daily
Commitment Fee on such date as described below shall be payable, without duplication:


 


(a)            on
the Facility Termination Date;


 






    -71- 


     


    

 


(b)            on
the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan; and


 


(c)            on
each Distribution Date.


 


Section 3.3     Interest
Calculation. Each Note shall bear interest on each day during each Accrual Period at a rate per annum equal to the product
of (a) the Interest Rate for such Accrual Period multiplied by (b) the outstanding Loans attributable to such Note on
such day. All Interest shall be computed on the basis of the actual number of days (including the first day but excluding the last day)
occurring during the period for which such Interest is payable over a year comprised of (x) with respect to Dollar Loans and Euro
Loans, 360 days (other than Interest accruing by the reference rate set forth in clause (a) of the definition of Alternate Base
Rate, which shall be computed over a year comprised of 365/366 days), (y) with respect to GBP Loans and CAD Loans, 365 days and
(z) each GBP Loan shall be calculated as determined by the Agent in accordance with the methodology set out in Schedule 5
hereto.


 


Section 3.4     Computation
of Interest, Fees, Etc. Each Lender Agent (on behalf of its respective Lender Group and the Agent shall determine the applicable
Interest and all fees to be paid by the Borrower on each Distribution Date for the related Accrual Period and shall advise the Collateral
Agent thereof in writing no later than the Determination Date immediately prior to such Distribution Date. Such reporting may also include
an accounting of any amounts due and payable pursuant to Sections 4.3 and 5.1 as well as any actually-incurred breakage
costs that have not already been reimbursed to the applicable Lender.


 


ARTICLE IV


 


PAYMENTS;
TAXES


 


Section 4.1     Making
of Payments. Subject to, and in accordance with, the provisions hereof, all payments of principal of or Interest on the Loans and
other amounts due to the Lenders shall be made pursuant to Section 8.3(a) by no later than 3:00 p.m., in the Applicable
Time Zone, on the day when due in the applicable Eligible Currency in immediately available funds. Payments received by any Lender or
Lender Agent after 3:00 p.m., in the Applicable Time Zone, on any day will be deemed to have been received by such Lender or Lender Agent
on its next following Business Day. Each Lender Agent shall allocate to the Lenders in its Lender Group each payment in respect of the
Loans received by such Lender Agent as provided by Section 8.3 or Section 2.4. Payments in reduction of the principal
amount of the Loans shall be allocated and applied to Lenders pro rata based on their respective portions of such Loans, or in
any such case in such other proportions as each affected Lender may agree upon in writing from time to time with such Lender Agent and
the Borrower. Payments of Interest shall be allocated and applied to Lenders pro rata based upon the respective amounts of interest
and fees due and payable to them.


 


Section 4.2     Due
Date Extension. If any payment of principal or Interest with respect to any Loan falls due on a day which is not a Business Day,
then such due date shall be extended to the next following Business Day, and additional Interest shall accrue and be payable for the
period of such extension at the rate applicable to such Loan.


 






    -72- 


     


    

 


Section 4.3     Taxes.
(a)  Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Transaction
Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as
determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any
such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and
shall timely pay the full amount deducted or withheld to the relevant Official Body in accordance with Applicable Law and, if such Tax
is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.3) the
applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)            Payment
of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Official Body in accordance with Applicable Law, or
at the option of the Agent timely reimburse it for the payment of, any Other Taxes.


 


(c)            Indemnification
by the Borrower. The Borrower shall indemnify each Recipient within 10 days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.3) payable
or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Official Body. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the
Agent and each Lender Agent), or by the Agent on its own behalf or on behalf of another Recipient, shall be conclusive absent manifest
error.


 


(d)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified
Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure
to comply with the provisions of Section 15.5 relating to the maintenance of a Participant Register and (iii) any Excluded
Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Transaction Document, and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted
by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing
to such Lender under any Transaction Document or otherwise payable by the Agent to the Lender from any other source against any amount
due to the Agent under this Section 4.3(d).


 


(e)            Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower to an Official Body pursuant to this Section 4.3,
the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.


 






    -73- 


     


    

 


(f)            Status
of Lenders.


 


(i)            Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document
shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed
and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such
other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or
the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such
documentation set forth in Section 4.3(f)(ii)(A), Section 4.3(f)(ii)(B) and Section 4.3(f)(ii)(D) below)
shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)            Without
limiting the generality of the foregoing, if the Borrower is a U.S. Borrower:


 


(A)            any
Lender that is a “United States person” as defined in Section 7701(a)(30) of the Code shall deliver to the Borrower
and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Agent) executed copies of IRS Form W-9 certifying that such Lender is exempt from
U.S. federal backup withholding tax;


 


(B)            any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the reasonable request of the Borrower or the Agent) whichever of the following is applicable:


 


(I)            in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and
(y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;


 






    -74- 


     


    

 


(II)            executed
copies of IRS Form W-8ECI;


 


(III)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower, as described
in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of
IRS Form W-8BEN or IRS Form W-8BEN-E; or


 


(IV)            to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, IRS Form W-8BEN-E a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2
or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4
on behalf of each such direct and indirect partner;


 


(C)            any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the reasonable request of the Borrower or the Agent) executed copies of any other form prescribed by
Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such
supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Agent to determine the withholding or
deduction required to be made; and


 


(D)            if
a payment made to a Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by
law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower
or the Agent as may be necessary for the Borrower and the Agent to (x) comply with their obligations under FATCA and to determine
that such Lender has complied with such Lender’s obligations under FATCA or (y) determine the amount, if any, to deduct and
withhold from such payment. Solely for purposes of this Section 4.3(f)(ii)(D), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.


 






    -75- 


     


    

 


Each Lender agrees that if
any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form
or certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so.


 


(g)            Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 4.3 (including by the payment of additional amounts pursuant
to this Section 4.3), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 4.3 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Official Body with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount
paid over pursuant to this Section 4.3(g) (plus any penalties, interest or other charges imposed by the relevant Official
Body) in the event that such indemnified party is required to repay such refund to such Official Body. Notwithstanding anything to the
contrary in this Section 4.3(g), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this Section 4.3(g) the payment of which would place the indemnified party in a less favorable net
after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to
such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid. This Section 4.3(g) shall not be construed to require any indemnified party to make
available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any
other Person.


 


(h)            Survival.
Each party’s obligations under this Section 4.3 shall survive the resignation or replacement of the Agent or any assignment
of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all obligations under any Transaction Document.


 






    -76- 


     


    

 


ARTICLE V


 


INCREASED
COSTS, ETC.


 


Section 5.1     Increased
Costs, Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including,
without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration
or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance
with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force
of law), (A) there shall be any increase in the cost to the Agent, any Lender Agent, any Lender, successor or assign thereof (each
of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan (or any reduction
of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the
case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement
or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and
(2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves,
other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by
the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf
of such Affected Person, pay to the Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected
Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable
under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.


 


(b)            If
either (i) the introduction of or any change following the date hereof in or in the interpretation, administration or application
arising following the date hereof of any law, guideline, rule or regulation, directive or request or (ii) the compliance by
any Affected Person with any law, guideline, rule, regulation, directive or request following the date hereof, from any central bank,
any Official Body or agency, including, without limitation, compliance by an Affected Person with any request or directive regarding
capital adequacy or liquidity coverage, has or would have the effect of reducing the rate of return on the capital of any Affected Person,
as a consequence of its obligations hereunder or any related document or arising in connection herewith or therewith to a level below
that which any such Affected Person could have achieved but for such introduction, change or compliance (taking into consideration the
policies of such Affected Person with respect to capital adequacy and liquidity coverage), by an amount deemed by such Affected Person
to be material, then, from time to time, after demand by such Affected Person (which demand shall be accompanied by a statement setting
forth in reasonable detail the basis for such demand), the Borrower shall pay the Agent on behalf of such Affected Person such additional
amounts as will compensate such Affected Person for such reduction.


 


(c)            If
an Affected Person shall at any time (without regard to whether any Basel III Regulations or Dodd-Frank Regulations are then in effect)
suffer or incur (i) any explicit or implicit charge, assessment, cost or expense by reason of the amount or type of assets, capital
or supply of funding such Affected Person or any of its Affiliates is required or expected to maintain in connection with the transactions
contemplated herein, without regard to (A) whether such charge, assessment, cost or expense is imposed or recognized internally,
externally or inter-company or (B) whether it is determined in reference to a reduction in the rate of return on such Affected Person’s
or Affiliate’s assets or capital, an inherent cost of the establishment or maintenance of a reserve of stable funding, a reduction
in the amount of any sum received or receivable by such Affected Person or its Affiliates or otherwise or (ii) any other imputed
cost or expense arising by reason of the actual or anticipated compliance by such Affected Person or any of its Affiliates with the Basel
III Regulations or Dodd-Frank Regulations, then, upon demand by or on behalf of such Affected Person through the Agent, the Borrower
shall pay to the Agent, for the benefit of such Affected Person, such amount as will, in the determination of such Affected Person, compensate
such Affected Person therefor. A certificate of the applicable Affected Person setting forth the amount or amounts necessary to compensate
the Affected Person under this Section 5.1(c) shall be delivered to the Borrower and shall be conclusive absent manifest
error. Notwithstanding anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated
in connection with the Retention Requirements shall, in each case, be deemed to be a change or adoption of any law, rule or regulation
for purposes of this Section 5.1(c), regardless of the date enacted, adopted, issued or implemented; provided, however,
that the Borrower shall not be responsible for any increased costs relating to the Retention Requirements so long as the Retention Holder
is in compliance with the requirements set forth in the Retention Letter.


 









    -77- 


     


    

 


(d)            In
determining any amount provided for in this Section 5.1, the Affected Person may use any reasonable averaging and attribution
methods. The Agent, on behalf of any Affected Person making a claim under this Section 5.1, shall submit to the Borrower
a certificate setting forth in reasonable detail the basis for and the computations of such additional or increased costs, which certificate
shall be conclusive absent manifest error.


 


(e)            With
respect to any claim for compensation under this Section 5.1 the Borrower shall not be required to compensate such Affected
Person for any amount incurred more than 180 days prior to the date that such Affected Person notifies the Borrower of the event that
gives rise to such claim.


 


(f)            An
Affected Person shall not be entitled to any compensation pursuant to this Section 5.1 to the extent such Affected Person
is not imposing such charges or compensation on other borrowers similarly situated to the Borrower hereunder under comparable credit
facilities (it being understood that the amount of such additional or increased cost between similarly situated borrowers may be different
after consideration of facility pricing, structure, usage patterns, capital treatment and banking relationship).


 


ARTICLE VI


 


CONDITIONS
TO Loans


 


Section 6.1     Effectiveness.
This Agreement shall become effective on the first day (the “Effective Date”) on which the Agent, on behalf of the
Lenders, shall have received the following documents and each of the other conditions listed below is satisfied, each in form and substance
reasonably satisfactory to the Agent:


 


(a)            Transaction
Documents. This Agreement and each other Transaction Document, in each case duly executed by each party thereto;


 





 


(b)            Notes.
For each Lender Group that has requested the same, a Note duly completed and executed by the Borrower and payable to the Lender Agent
for such Lender Group;


 


(c)            Establishment
of Accounts. Evidence that each Account has been established;


 






    -78- 


     


    

 


(d)            Resolutions.
Certified copies of the resolutions of the board of managers (or similar items) of the Borrower, the Equityholder and the Collateral
Manager approving the Transaction Documents to be delivered by it hereunder and the transactions contemplated hereby, certified by its
secretary or assistant secretary;


 


(e)            Organizational
Documents. The certificate of formation (or similar organizational document) of each of the Borrower, the Equityholder and the Collateral
Manager certified by the Secretary of State of its jurisdiction of organization; and a certified, executed copy of the Borrower’s,
the Equityholder’s and the Collateral Manager’s organizational documents;


 


(f)            Good
Standing Certificates. Good standing certificates for each of the Borrower, the Equityholder and the Collateral Manager issued by
the applicable Official Body of its jurisdiction of organization;


 


(g)            Incumbency.
A certificate of the secretary or assistant secretary of each of the Borrower and the Equityholder (or the sole member of such general
partner) certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction
Documents to be delivered by it;


 


(h)            Filings.
Copies of proper financing statements, as may be necessary or, in the opinion of the Agent, desirable under the UCC of all appropriate
jurisdictions or any comparable law to perfect the security interest of the Collateral Agent on behalf of the Secured Parties in all
Collateral in which an interest may be pledged hereunder, shall have been submitted for filing;


 


(i)            Opinions.
Legal opinions of Dechert LLP, counsel for the Borrower, the Equityholder and the Collateral Manager, Nixon Peabody LLP, counsel for
the Collateral Agent and Holland & Knight, counsel for the Collateral Custodian, each in form and substance reasonably satisfactory
to the Agent covering such matters as the Agent may reasonably request;


 


(j)            No
Event of Default, etc. Each of the Transaction Documents is in full force and effect and no Event of Default or Unmatured Event
of Default has occurred and is continuing or will result from the issuance of the Notes and the borrowing hereunder;


 


(k)            Liens.
The Agent shall have received (i) the results of a recent search by a Person satisfactory to the Agent, of the UCC, judgment, security
interest and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending
lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Agent and (ii) filed UCC termination
statements, if any, necessary to release all security interests and other rights of any Person in any Collateral previously granted by
the Borrower and any executed pay-off letters reasonably requested by the Agent;


 


(l)            [Reserved];


 


(m)            No
Material Adverse Effect. As of the Effective Date, no Material Adverse Effect shall have occurred and no litigation shall have commenced
which, if successful, would reasonably be expected to have a Material Adverse Effect;


 






    -79- 


     


    

 


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


 


(o)            Financial
Statements. The Agent has received the most recently available copies of the financial statements and reports described in Section 7.5(i) certified
by a Responsible Officer of the Collateral Manager to be true and correct and such financial statements fairly present in all material
respects the financial condition of such Person as of the applicable date of issuance;


 


(p)            Foreign
Currency Funding. (i) With respect to Eligible Collateral Obligations purchased with Loans, such Loan shall be denominated in
the same Eligible Currency as such Collateral Obligation and (ii) with respect to Eligible Collateral Obligations purchased with
available Principal Collections, such Principal Collections shall be denominated in the same Eligible Currency as the Collateral Obligation
acquired in connection with such reinvestment;


 


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


 


(r)            Other.
Such other approvals, documents, opinions, certificates and reports as the Agent may reasonably request.


 


Section 6.2     Loans
and Reinvestments. The making of any Loan (including the initial Loan hereunder) and any Reinvestment are all subject to the condition
that the Effective Date shall have occurred and to the following further conditions precedent that:


 


(a)            No
Event of Default, Etc. Each of the Transaction Documents shall be in full force and effect (unless terminated in accordance with
their terms) and (i) no Event of Default or Unmatured Event of Default shall have occurred and be continuing or will result from
the making of such Loan or Reinvestment (other than any Reinvestment being effected in connection with the cure of any Borrowing Base
Deficiency pursuant to Section 8.1(e)); (ii) no Collateral Manager Event of Default or Unmatured Collateral Manager
Event of Default shall have occurred and be continuing or will result from the making of such Loan or Reinvestment; (iii) the representations
and warranties of the Borrower and Collateral Manager contained herein and of the Borrower and the Collateral Manager in the other Transaction
Documents shall be true and correct in all material respects as of the related Funding Date (or if such representations and warranties
specifically refer to an earlier date, such earlier date), with the same effect as though made on the date of (and after giving effect
to) such Loan or Reinvestment (or, if applicable, such earlier specified date); (iv) no Specified Borrowing Base Breach shall have
occurred and be continuing; and (v) after giving effect to such Loan or Reinvestment (and any purchase of Eligible Collateral Obligations
in connection therewith), no Borrowing Base Deficiency shall have occurred and the Foreign Currency Loan Amount will not exceed the Foreign
Currency Sublimit;


 









    -80- 


     


    

 


(b)            Requests.
(i) In connection with the funding of any Revolving Loan pursuant to Section 2.2(a), the Collateral Agent, each Lender
Agent and the Agent shall have received the Loan Request for such Revolving Loan in accordance with Section 2.2(a), together
with all items required to be delivered in connection therewith and (ii) in connection with any Reinvestment, the Collateral Agent,
each Lender Agent and the Agent shall have received the Reinvestment Request for such reinvestment in accordance with Section 8.3(b),
together with all items required to be delivered in connection therewith;


 


(c)            Revolving
Period. The Revolving Period shall not have ended;


 


(d)            Document
Checklist. The Agent, the Collateral Custodian and each Lender Agent shall have received a Document Checklist for each Eligible Collateral
Obligation to be added to the Collateral on the related Funding Date;


 


(e)            Borrowing
Base Confirmation. The Collateral Agent, each Lender Agent and the Agent shall have received an Officer’s Certificate of the
Borrower or the Collateral Manager (which may be included as part of the Loan Request or Reinvestment Request) computed as of the date
of such request and after giving effect thereto and to the purchase by the Borrower of the Collateral Obligations to be purchased by
it on such date (if any), demonstrating that the aggregate principal amount of all outstanding Loans shall not exceed the Borrowing Base
and there is no Borrowing Base Deficiency and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit, calculated
as of the Funding Date as if the Collateral Obligations purchased by the Borrower on such Funding Date were owned by the Borrower;


 


(f)            Financial
Statements. The Agent has received the most recently available copies of the financial statements and reports described in Section 7.5(i) (other
than Section 7.5(i)(i) which shall be delivered beginning in 2021) certified by a Responsible Officer of the Collateral
Manager to be true and correct; such financial statements fairly present in all material respects the financial condition of such Person
as of the applicable date of issuance;


 


(g)            Hedging
Agreements. The Agent shall have received evidence, in form and substance satisfactory to the Required Lenders, that the Borrower
has entered into Hedging Agreements to the extent required by, and satisfying the requirements of, Section 10.6;


 


(h)            Agent
Approval. In connection with the acquisition of any Collateral Obligation by the Borrower, the Borrower shall have received a copy
of an Approval Notice with respect to such Collateral Obligation;


 


(i)            Permitted
Use. The proceeds of any Loan will be used solely by the Borrower for general corporate purposes consistent with the terms hereof,
which, for the avoidance of doubt, include dividends and distributions to the Equityholder permitted pursuant to Section 10.16,
or to acquire Collateral Obligations as identified on the applicable Asset Approval Request or to satisfy any unfunded commitments in
connection with any Variable Funding Asset; provided, that in the event that the proceeds of any Loan are not used to settled
the pending acquisition of Eligible Collateral Obligations within ten (10) Business Days of the related Funding Date, such proceeds
shall be returned to the Agent no later than the next Business Day and such repayment shall be deemed a voluntary repayment of Loans
outstanding and not, for the avoidance of doubt, a permanent reduction of the amount;


 









    -81- 


     


    

 


(j)            Payment
of Fees. Within one (1) Business Day of the Effective Date, the Agent shall have received evidence, to its sole satisfaction,
that all Fees due to the Lenders on the Effective Date have been paid in full;


 


(k)            Borrower’s
Certification. The Borrower shall have delivered to the Collateral Agent, each Lender Agent and the Agent an Officer’s Certificate
(which may be included as part of the Loan Request or Reinvestment Request) dated the date of such requested Revolving Loan or Reinvestment
certifying that the conditions described in Sections 6.2(a) through (k) have been satisfied;


 


(l)            Foreign
Currency Funding. (i) With respect to Eligible Collateral Obligations purchased with Loans, such Loan shall be denominated in
the same Eligible Currency as such Collateral Obligation and (ii) with respect to Eligible Collateral Obligations purchased with
available Principal Collections, such Principal Collections shall be denominated in the same Eligible Currency as the Collateral Obligation
acquired in connection with such reinvestment; and


 


(m)            Other.
With respect to any Revolving Loan, the Agent shall have received such other approvals, documents, opinions, certificates and reports
as they may request, which request is reasonable as to scope, content and timing.


 


Section 6.3     Reserved.


 


Section 6.4     Transfer
of Collateral Obligations and Permitted Investments. (a)  The Collateral Custodian shall hold all Certificated Securities
(whether Collateral Obligations or Permitted Investments) and Instruments delivered to it in physical form at its office located at 225
W. Washington Street, 9th Floor, Chicago, Illinois 60606.


 


(b)            On
the Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each
time that the Borrower shall (or shall cause the Collateral Manager to) direct or cause the acquisition of any Collateral Obligation
or Permitted Investment, the Borrower shall (or shall cause the Collateral Manager to), if such Permitted Investment or, in the case
of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral
Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”, cause the delivery
of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance
with the requirements set forth in the definition of “Collateral Obligation File” to the Collateral Custodian to be maintained
by the Collateral Custodian (on behalf of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at
its address set forth in Section 6.4(a) above.


 






    -82- 


     


    

 


(c)            The
Borrower shall (or shall cause the Collateral Manager to) cause all Collateral Obligations or Permitted Investments acquired by the Borrower
to be transferred to the Collateral Custodian for credit by it to the Principal Collection Account, and shall cause all Collateral Obligations
and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one of the following means (and shall
take any and all other actions necessary to create and perfect in favor of the Collateral Agent a valid security interest in each Collateral
Obligation and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor
of the Borrower (whether now existing or hereafter acquired):


 


(i)            in
the case of an Instrument or a Certificated Security in registered form by having it Indorsed to the Collateral Custodian or in blank
by an effective Indorsement or registered in the name of the Collateral Custodian and by (A) delivering such Instrument or Security
Certificate to the Collateral Custodian at its address set forth in Section 6.4(a) above, and (B) causing the Collateral
Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument
or Certificated Security at its address set forth in Section 6.4(a) above;


 


(ii)            in
the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated
Security and causing such registration to remain effective; or (B) by causing such Uncertificated Security to be credited to a Securities
Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes
a Financial Asset and that the Collateral Agent has Control over such Securities Account;


 


(iii)            in
the case of any Security Entitlement, by causing each such Security Entitlement to be credited to the Account in the name of the Borrower;
and


 


(iv)            in
the case of General Intangibles (including any Collateral Obligation or Permitted Investment not evidenced by an Instrument) by filing,
maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Collateral Agent as secured
party and describing the Collateral Obligation or Permitted Investment (or a description of “all assets” of the Borrower)
as the collateral at the filing office of the Secretary of State of the State of Delaware.


 


ARTICLE VII


 


ADMINISTRATION
AND Management OF COLLATERAL OBLIGATIONS


 


Section 7.1     Retention
and Termination of the Collateral Manager. The servicing, administering and collection of the Collateral Obligations shall be conducted
by the Person designated as Collateral Manager from time to time in accordance with this Section 7.1. Subject to early termination
due to the occurrence of a Collateral Manager Event of Default or as otherwise provided below in this Article VII, the Borrower
hereby designates Owl Rock Diversified Advisors LLC, and Owl Rock Diversified Advisors LLC hereby agrees to serve, as Collateral Manager
until the termination of this Agreement. For the avoidance of doubt, the Collateral Manager is not a Lender Agent of the Agent, any Lender
Agent, the Collateral Agent, the Collateral Custodian or any Lender.


 









    -83- 


     


    

 


Section 7.2     Resignation
and Removal of the Collateral Manager; Appointment of Successor Collateral Manager. (a)  If a Collateral Manager Event
of Default shall occur and be continuing, the Agent by written notice given to the Collateral Manager, may terminate all of the rights
and obligations of the Collateral Manager and appoint a successor pursuant to the terms hereof. In addition, if the Collateral Manager
is terminated upon the occurrence of a Collateral Manager Event of Default, the Collateral Manager shall, if so requested by the Agent,
acting at the direction of the Required Lenders, deliver to any successor Collateral Manager copies of its Records within five (5) Business
Days after demand therefor and a computer tape (or any other means of electronic transmission acceptable to such successor collateral
manager) containing as of the close of business on the date of demand all of the data maintained by the Collateral Manager in computer
format in connection with managing the Collateral Obligations.


 


(b)            The
Collateral Manager shall not resign from the obligations and duties imposed on it by this Agreement as Collateral Manager.


 


(c)            Any
Person (i) into which the Collateral Manager may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting
from any merger or consolidation to which the Collateral Manager shall be a party, (iii) acquiring by conveyance, transfer or lease
substantially all of the assets of the Collateral Manager, or (iv) succeeding to the business of the Collateral Manager in any of
the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Collateral Manager under this Agreement
and, whether or not such assumption agreement is executed, shall be the successor to the Collateral Manager under this Agreement without
the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement
to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement,
the Collateral Manager may (in its sole discretion) upon prior written notice to the Agent, at any time and without the consent of any
Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this
Agreement to the Equityholder or any Affiliate of Owl Rock Diversified Advisors LLC; provided that (i) such Affiliate has
the ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder and otherwise
qualifies as an Eligible Successor, (ii) such Affiliate is legally qualified to and has the capacity to act as Collateral Manager
hereunder and (iii) immediately after the assignment or delegation, such Affiliate employs or otherwise retains the services of
principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties
had the assignment or delegation not occurred.


 


(d)            Subject
to the last sentence of this Section 7.2(d), until a successor Collateral Manager has commenced collateral management activities
in the place of Owl Rock Diversified Advisors LLC, Owl Rock Diversified Advisors LLC shall continue to perform the obligations of the
Collateral Manager hereunder. On and after the termination of the Collateral Manager pursuant to this Section 7.2, the successor
Collateral Manager appointed by the Agent shall be the successor in all respects to the Collateral Manager in its capacity as Collateral
Manager under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights,
responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Collateral Manager by the
terms and provisions of this Agreement. The Collateral Manager agrees to cooperate and use reasonable efforts in effecting the transition
of the responsibilities and rights of managing of the Collateral Obligations, including the transfer to any successor Collateral Manager
for the administration by it of all cash amounts that shall at the time be held by the Collateral Manager for deposit, or have been deposited
by the Collateral Manager, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Collateral
Manager in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the
Collateral Obligations containing all information necessary to enable the successor Collateral Manager to service the Collateral Obligations.
Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable
Law without causing the Collateral Manager to have liability, the termination of the Collateral Manager shall not become effective until
an entity acceptable to the Agent in its sole discretion shall have assumed the responsibilities and obligations of the Collateral Manager.


 






    -84- 


     


    

 






 


(e)            At
any time, the Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver
shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered
by the waiving party to the Collateral Manager and the Agent.


 


Section 7.3     Duties
of the Collateral Manager. The Collateral Manager shall manage, service, administer and make collections on the Collateral Obligations
and perform the other actions required to be taken by the Collateral Manager in accordance with the terms and provisions of this Agreement
and the Collateral Manager Standard.


 


(a)            The
Collateral Manager shall take or cause to be taken all such actions, as may be reasonably necessary or advisable to attempt to recover
Collections from time to time, all in accordance with (i) Applicable Law, (ii) the applicable Collateral Obligation and its
Underlying Instruments and (iii) the Collateral Manager Standard. The Borrower hereby appoints the Collateral Manager, from time
to time designated pursuant to Section 7.1, as agent for itself and in its name to enforce and administer its rights and
interests in the Collections and the related Collateral Obligations.


 


(b)            The
Collateral Manager shall administer the Collections in accordance with the procedures described herein. The Collateral Manager shall
(i) instruct all Obligors (and related agents) to deposit Collections directly into the Collection Account; (ii) deposit all
Collections received directly by it into the Collection Account within two (2) Business Days of receipt thereof; and (iii) cause
the Equityholder and each administrative agent that is Affiliated with it to deposit all Collections received directly by the Equityholder
or Affiliate into the Collection Account within two (2) Business Days of receipt thereof. The Collateral Manager shall identify
all Collections as either Principal Collections or Interest Collections, as applicable. The Collateral Manager shall make such deposits
or payments by electronic funds transfer through the Automated Clearing House system, or by wire transfer.


 


(c)            The
Collateral Manager shall maintain for the Borrower and the Secured Parties in accordance with their respective interests all Records
that evidence or relate to the Collections not previously delivered to the Collateral Agent and shall, as soon as reasonably practicable
upon demand of the Agent, make available, or, upon the Agent’s demand following the occurrence and during the continuation of a
Collateral Manager Event of Default, deliver to the Agent copies of all Records in its possession which evidence or relate to the Collections.


 






    -85- 


     


    

 


(d)            The
Collateral Manager shall, as soon as practicable following receipt thereof, turn over to the applicable Person any cash collections or
other cash proceeds received with respect to each Collateral Obligation that do not constitute Collections or were paid in connection
with a Retained Interest.


 


(e)            On
each Measurement Date, the Collateral Manager (on behalf of the Borrower) shall re-determine the status of each Eligible Collateral Obligation
as of such date and provide notice of any change in the status of any Eligible Collateral Obligation to the Collateral Agent and, as
a consequence thereof, Collateral Obligations that were previously Eligible Collateral Obligations on a prior Measurement Date may be
excluded from the Aggregate Eligible Collateral Obligation Amount on such Measurement Date.


 


(f)            The
Collateral Manager may, with the prior written consent of the Agent, execute any of its duties under this Agreement and the other Transaction
Documents by or through its subsidiaries, affiliates, agents or attorneys in fact; provided that, it shall remain liable for all
such duties as if it performed such duties itself.


 


Section 7.4     Representations
and Warranties of the Collateral Manager. The Collateral Manager represents, warrants and covenants as of the Effective Date and
each Funding Date as to itself:


 


(a)            Organization
and Good Standing. It (i) has been duly organized, and is validly existing as a limited liability company under the laws of
the State of Delaware and (ii) has all requisite limited partnership power and authority to own or lease its properties and conduct
its business as such business is presently conducted.


 


(b)            Due
Qualification. It (i) is in good standing as a limited liability company under the laws of the State of Delaware, (ii) duly
qualified to do business in the State of Delaware and (iii) has obtained all necessary qualifications, licenses and approvals, in
all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or
approvals, except where the failure to be so qualified or obtain such qualifications, licenses or approvals would not reasonably be expected
to have a Material Adverse Effect.


 


(c)            Power
and Authority. It (i) has all necessary limited liability company power and authority to (a) execute and deliver each Transaction
Document to which it is a party, and (b) perform its obligations under the Transaction Documents to which it is a party, and (ii) has
duly authorized by all necessary limited liability company action, the execution, delivery and performance of each Transaction Document
to which it is a party. This Agreement and each other Transaction Document to which the Collateral Manager is a party have been duly
executed and delivered by the Collateral Manager.


 


(d)            Binding
Obligations. Each Transaction Document to which the Collateral Manager is a party constitutes a legal, valid and binding obligation
of the Collateral Manager enforceable against the Collateral Manager in accordance with its respective terms, except as such enforceability
may be limited by Insolvency Events and general principles of equity (whether considered in a suit at law or in equity).


 






    -86- 


     


    

 


(e)            No
Violation. The execution, delivery and performance of each Transaction Document to which it is a party and the fulfillment of the
terms thereof will not (i) violate any governing documents of the Collateral Manager, (ii) violate any Applicable Law or (iii) violate
any Contractual Obligation of the Collateral Manager except where such violation of a Contractual Obligation or Applicable Law would
not reasonably be expected to have a Material Adverse Effect.


 


(f)            No
Proceedings. There is no litigation, proceeding or investigation filed or pending against the Collateral Manager before any Official
Body (i) asserting the invalidity of any Transaction Documents to which the Collateral Manager is a party, (ii) seeking to
prevent the consummation of any of the transactions contemplated by any Transaction Document to which the Collateral Manager is a party
or (iii) that would reasonably be expected to have a Material Adverse Effect.


 


(g)            No
Consents. All approvals, authorizations, consents, orders, licenses, filings or other actions of any Person or of any Official Body
(if any) required for the due execution, delivery and performance by the Collateral Manager of each Transaction Document to which the
Collateral Manager is a party have been obtained or made except where such failure would not reasonably be expected to have a Material
Adverse Effect.


 


(h)            Compliance
with Law. The Collateral Manager has complied with all Applicable Law to which it may be subject except such non-compliance as would
not reasonably be expected to have a Material Adverse Effect.


 


(i)            Reports
Accurate. All information, exhibits, financial statements, documents, books, records or reports furnished or to be furnished to the
Agent or any Lender in connection with this Agreement (other than projections, forward looking information, general economic data or
industry information and, with respect to information prepared by the Collateral Manager or an Affiliate or agent thereof for internal
use or consideration, statements as to, or the failure to make a statement as to, the value of, collectibility of, prospects of or potential
risks or benefits associated with such loan or the related Obligor) provided or prepared by the Borrower, the Collateral Manager or the
Equityholder, are, as of their respective delivery dates, (or in the case of reports, financial statements or similar information or
records, the stated date thereof), true, complete and correct in all material respects; provided that, to the extent any such
information was furnished by an Obligor or any other third party, such information is true, correct and complete in all material respects
to the actual knowledge of a Responsible Officer of the Collateral Manager after due inquiry as of the date provided.


 


(j)            Financial
Statements. The Equityholder has delivered to each Lender complete and correct copies of (A) the audited consolidated financial
statements of the Equityholder for the fiscal year most recently ended, and (B) the unaudited consolidated financial statements
of the Equityholder for the fiscal quarter most recently ended, in each case when required to be delivered under Section 7.5(i).
Such financial statements (including the related notes) fairly present the financial condition of the Equityholder as of the respective
dates thereof and the results of operations for the periods covered thereby, each in accordance with Appropriate Accounting Principles.
There has been no material adverse change in the business, operations, financial condition, properties or assets of the Equityholder
since the most recent Determination Date with respect to the most recently delivered financial statements under this clause (j).


 






    -87- 


     


    

 


(k)            Eligibility
of Collateral Obligations. All Collateral Obligations included as Eligible Collateral Obligations in the most recent calculation
of any Borrowing Base required to be determined hereunder were Eligible Collateral Obligations as of the date of such calculation.


 


(l)            Collections.
The Collateral Manager acknowledges that all Collections received by it or its Affiliates (other than any Excluded Amount) are held and
shall be held in trust for the benefit of the Secured Parties until deposited into the Collection Account.


 


(m)            Solvency.
The transactions under the Transaction Documents to which the Collateral Manager is a party do not and will not render the Collateral
Manager and its Subsidiaries, taken as a whole, not Solvent.


 


(n)            Reserved.


 


(o)            No
Injunctions. No injunction, writ, restraining order or other order of any nature materially adversely affects the Collateral Manager’s
performance of its obligations under this Agreement or any Transaction Document to which the Collateral Manager is a party.


 


(p)            Selection
Procedures. In selecting the Collateral Obligations hereunder and for Affiliates of the Borrower, no selection procedures were employed
which are intended to be adverse to the interests of any Lender Agent or Lender.


 


(q)            Compliance
with Anti-Corruption Laws and Anti-Money Laundering Laws.  The Collateral Manager represents and warrants that (a) neither
it nor any of its Affiliates, directors or officers, nor any of its or its Affiliates’ employees or agents, have engaged in any
activity or conduct that would breach Anti-Corruption Laws or Anti-Money Laundering Laws and (b) it has instituted and maintains
policies and procedures reasonably designed to promote and achieve compliance with Anti-Corruption Laws and Anti-Money Laundering Laws.


 


(r)            Compliance
with Sanctions. The Collateral Manager represents and warrants that (a) neither it nor any of its Affiliates, directors, officers
or employees, nor any of its agents (including any such agents or Affiliates that will act in any capacity in connection with, or benefit
from, this Agreement), is (i) a Sanctioned Person, or (ii) in violation of any Sanctions, and (b) no Loan, use of proceeds
or other transaction contemplated by this Agreement will result in the violation of any applicable Sanctions.


 


Section 7.5     Covenants
Relating to the Collateral Manager. Until the date on or after the Facility Termination Date on which the Loans shall have been repaid
in full, all Interest shall have been paid, and no other amount shall be owing to the Secured Parties under this Agreement:


 


(a)            Compliance
with Agreements and Applicable Law. The Collateral Manager will comply with all material Applicable Law, including those with respect
to the performance of its obligations under this Agreement and the other Transaction Documents except where such failure would not reasonably
be expected to have a Material Adverse Effect.


 






    -88- 


     


    

 


(b)            Preservation
of Company Existence. The Collateral Manager will (i) preserve and maintain its company existence, rights, franchises and privileges
in the jurisdiction of its formation and (ii) qualify and remain qualified in good standing as a limited liability company in each
jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or
would reasonably be expected to have, a Material Adverse Effect.


 


(c)            Books
and Records. The Borrower shall cause the Collateral Manager to keep proper books of record and account in which full and correct
entries shall be made of all financial transactions and the assets and business of the Collateral Manager in accordance with Appropriate
Accounting Principles, maintain and implement administrative and operating procedures, and keep and maintain all documents, books, records
and other information necessary or reasonably advisable for the collection of all Collateral Obligations.


 


(d)            Other.
The Collateral Manager will promptly furnish to the Borrower and the Agent such other information, documents, records or reports respecting
the Collateral as the Agent may from time to time reasonably request in order to protect the interests of the Agent, the Collateral Agent
or the Secured Parties under or as contemplated by this Agreement, in each case, to the extent such information, documents, records or
reports have been prepared or received by the Collateral Manager.


 


(e)            ERISA.
The Borrower shall cause the Collateral Manager to give the Agent and each Lender Agent prompt written notice of any event that could
result in the imposition of a Lien on the Collateral under Section 430 of the Code or Section 303(k) or 4068 of ERISA.
The Borrower shall not permit the Collateral Manager or any Affiliates of the Collateral Manager to, cause or permit to occur an event
that could result in the imposition of a Lien on the Collateral under Section 430 of the Code or Section 303(k) or 4068
of ERISA.


 


(f)            Performance
and Compliance with Collateral. The Collateral Manager will exercise its rights hereunder in order to permit the Borrower to duly
fulfill and comply with all obligations on the part of the Borrower to be fulfilled or complied with under or in connection with each
item of Collateral in all material respects and will take all necessary action to preserve the first priority security interest (subject
to Permitted Liens) of the Collateral Agent for the benefit of the Secured Parties in the Collateral and shall comply with the Collateral
Manager Standard in all material respects with respect to all Collateral Obligations.


 


(g)            Liens.
The Collateral Manager shall not create, incur, assume or permit to exist any Lien on or with respect to any of its rights under any
of the Transaction Documents, whether with respect to the Collateral Obligations or any other Collateral other than Permitted Liens;
provided, that the Collateral Manager shall be permitted to pledge its rights to any fees, expenses or other amounts to which
it is entitled hereunder and any rights related thereto, including claims, rights, and interests therein and all substitutions for, additions
and accessions to and proceeds thereof, any related accounts and any rights of collection.


 






    -89- 


     


    

 


(h)            Collateral
Manager Obligations. The Collateral Manager shall not (i) agree to any amendment, waiver or other modification of any Transaction
Document to which it is a party and to which the Agent is not a party in a manner materially adverse to the Agent or any Lender without
the prior written consent of the Agent, (ii)  interpose any claims, offsets or defenses it may have as against the Borrower as a
defense to its performance of its obligations in favor of any Affected Person hereunder or under any other Transaction Documents or (iii) change
its fiscal year so that the reports described in Section 7.5(i) would be delivered to the Agent and each Lender Agent
less frequently than every 12 months.


 


(i)            Reporting.
The Collateral Manager will furnish to the Agent or cause to be furnished to the Agent:


 


(i)            as
soon as available, but in any event within 180 days after the end of each fiscal year of the Equityholder, a copy of the audited consolidated
and unaudited consolidating balance sheet of the Equityholder and its consolidated Subsidiaries as at the end of such year, the related
consolidated and consolidating statements of income for such year, and the related consolidated statements of changes in net assets and
of cash flows for such year, setting forth in each case in comparative form the figures for the previous year and for any unaudited balance
sheet, report or statement, a certification stating that information contained in such unaudited balance sheet, report, or statement
fairly presents the financial condition of the Equityholder and its consolidated subsidiaries as of and for the periods then ended, subject
to year-end adjustment;


 


(ii)            upon
the related Collateral Obligation becoming subject to an Evaluation Event, updated Information Package and, to the extent available,
any of the information referenced in clauses (b), (c) and (d) of the definition of Asset Approval Request for such Obligor;


 


(iii)            as
soon as possible after the Borrower obtains actual knowledge of the occurrence of (i) any Unmatured Event of Default or Event of
Default, (ii) the commencement of, or any material development in, any material litigation or proceeding affecting the Borrower,
the Collateral Manager or any Eligible Collateral Obligation or (iii) any matter that has resulted or could reasonably be expected
to result in a Material Adverse Effect (in each case including (A) breach or non-performance of, or any default under, a Contractual
Obligation or Swap Contract of the Borrower; (B) any dispute, litigation, investigation, proceeding or suspension between the Borrower,
the Collateral Manager and any Official Body; and (C) any material change in accounting policies or financial reporting practices
by the Borrower), a statement of a Responsible Officer of the Borrower setting forth the details thereof and the action which the Borrower
has taken and proposes to take with respect thereto;


 


(iv)            notice
of any material change in accounting policies or financial reporting practices by the Borrower except as required or permitted by Appropriate
Accounting Principles;


 






    -90- 


     


    

 


(v)            promptly
after any request by the Agent, copies of any detailed audit reports, management letters or recommendations submitted to the Borrower
by independent accountants in connection with the accounts or books of the Borrower;


 


(vi)            promptly
after written request therefor, such other business and financial information available to the Borrower regarding the Borrower, any Collateral
Obligation owned by the Borrower or any related Obligor as the Agent may from time to time reasonably request; provided that such
information is in the possession of the Borrower or the Collateral Manager, as applicable, or reasonably obtainable thereby without undue
burden or expense and not subject to any applicable confidentiality restrictions prohibiting such disclosure to the Agent or any Lender;


 


(vii)            documents
required to be delivered pursuant to this section may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (A) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the internet;
or (B) on which such documents are posted on the Borrower’s behalf on an internet or intranet website, if any, to which the
Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent);


 


(viii)            promptly,
in reasonable detail, (i) of any Adverse Claim known to it that is made or asserted against any of the Collateral and (ii) any
Material Modification; and


 


(ix)            within
15 Business Days of Borrower’s receipt, copies of any financial reports, loan performance reports (including periodic reports tracking
compliance with relevant loan covenants) and materials prepared and delivered by the related Obligor in connection with debt refinancing,
loan amendments, issuance of additional indebtedness, mergers and acquisitions, corporate restructuring, business sale, spin-offs, leveraged
buyouts, initial public offerings with respect to, as applicable, each Collateral Obligation or the related Obligor.


 


(j)            Commingling.
The Borrower shall not permit the Collateral Manager to, and shall not permit any Affiliate of the Collateral Manager to, deposit or
permit the deposit of any funds that do not constitute Collections or other proceeds of any Collateral Obligations into the Collection
Account.


 


(k)            Proceedings.
Promptly (and in any event within two (2) Business Days), the Collateral Manager will furnish to the Agent after the Collateral
Manager receives notice or obtains knowledge thereof, notice of any settlement of, material judgment (including a material judgment with
respect to the liability phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material
action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign affecting the Collateral, the Transaction Documents, or the Collateral Agent’s interest in the Collateral,
in each case, that would reasonably be expected to have a Material Adverse Effect.


 






    -91- 


     


    

 


Section 7.6     Collateral
Management Compensation.


 


(a)            Fees.
As consideration for its services rendered hereunder, the Collateral Manager shall be entitled to receive the Primary Collateral Manager
Fee in accordance with the priority of payments set forth in Section 8.3. Notwithstanding the foregoing or anything to the
contrary contained herein or in any other Transaction Document, Owl Rock Diversified Advisors LLC hereby agrees that it will irrevocably
waive the Primary Collateral Manager Fee on each Distribution Date so long as it acts as Collateral Manager hereunder; provided
that, for the avoidance of doubt, any successor collateral manager shall be entitled to all or any portion of the Primary Collateral
Manager Fee pursuant to the terms hereof and payable in accordance with Section 8.3.


 


(b)            Expenses.
The Collateral Manager will be required to pay all expenses incurred by it in connection with its activities under this Agreement; provided
that, to the extent the Collateral Manager has waived the Primary Collateral Manager Fee pursuant to Section 7.6(a),
the Collateral Manager shall be reimbursed for any reasonable and documented out-of-pocket expenses incurred hereunder (including out-of-pocket
expenses paid by the Collateral Manager on behalf of the Borrower) (“Collateral Manager Expenses”), subject to the
availability of funds pursuant to Section 8.3.


 


Section 7.7     Collateral
Reporting. The Borrower shall cause the Collateral Manager to cooperate with the Collateral Agent in the performance of the Collateral
Agent’s duties under Section 11.3. Without limiting the generality of the foregoing, the Borrower shall cause the Collateral
Manager to supply in a timely fashion any information maintained by it that the Collateral Agent may from time to time request with respect
to the Collateral Obligations and reasonably necessary to complete the reports and certificates required to be prepared by the Collateral
Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder.


 


Section 7.8     Reserved.


 


Section 7.9     Procedural
Review of Collateral Obligations; Access to Collateral Manager and Collateral Manager’s Records. (a)  The Borrower
shall, and shall cause the Collateral Manager to, at the Borrower’s expense, permit representatives of the Agent at any time and
from time to time as the Agent shall reasonably request (A) to inspect and make copies of and abstracts from its records relating
to the Collateral Obligations, and (B) to visit its properties in connection with the collection, processing or managing of the
Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such
Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any)
of such Person having knowledge of such matters. The Borrower agrees, and will cause the Collateral Manager, to render to the Agent such
clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall
not interfere in any material respect with the Collateral Manager’s business and operations. So long as no Unmatured Event of Default,
Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default has occurred and is continuing,
such visits and inspections shall occur only (i) upon five Business Days’ prior written notice, (ii) during normal business
hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default,
an Unmatured Collateral Manager Event of Default or a Collateral Manager Event of Default, there shall be no limit on the timing or number
of such inspections and no prior notice will be required before any inspection.


 






    -92- 


     


    

 


(b)            The
Borrower shall, and shall cause the Collateral Manager to, at the Borrower’s expense and as applicable, provide to the Agent access
to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part
of the Collateral and the Related Security in each case, in its possession, in such cases where the Agent is required in connection with
the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such
access being afforded without charge but only (i) upon two Business Days’ prior written notice (so long as no Unmatured Event
of Default, Event of Default or Collateral Manager Event of Default has occurred and is continuing), (ii) during normal business
hours and (iii) up to twice per calendar year (so long as no Unmatured Event of Default, Event of Default or Collateral Manager
Event of Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion
of the Agent, the Agent may review the Borrower’s and the Collateral Manager’s collection and administration of the Collateral
Obligations in order to assess compliance by the Collateral Manager with the Collateral Manager’s written policies and procedures,
as well as this Agreement and may, no more than twice in any calendar year, conduct an audit of the Collateral Obligations and Records
in conjunction with such review.


 


(c)            Nothing
in this Section 7.9 shall derogate from the obligation of the Borrower and the Collateral Manager to observe any Applicable
Law prohibiting disclosure of information regarding the Obligors, and the failure of the Collateral Manager to provide access as a result
of such obligation shall not constitute a breach of this Section 7.9.


 


Section 7.10     Optional
Sales. (a) The Borrower shall have the right to sell all or a portion of the Collateral Obligations (each, an “Optional
Sale”), subject to the following terms and conditions:


 


(i)            immediately
after giving effect to such Optional Sale (together with such other Optional Sales and other actions to be effected in connection with
any cure of a Borrowing Base Deficiency in accordance with Section 8.1(e)):


 


(A)            reserved;


 


(B)            reserved;


 


(C)            the
Borrowing Base is greater than or equal to the Loans outstanding and the Foreign Currency Loan Amount will not exceed the Foreign Currency
Sublimit; and


 






    -93- 


     


    

 


(D)            no
Event of Default, Unmatured Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall
have occurred and be continuing; provided that, no more than three (3) times in any twelve-month period, if an Unmatured
Event of Default or Unmatured Collateral Manager Event of Default is continuing, the Borrower may make an Optional Sale if, after giving
effect to such Optional Sale, such event is cured (although, for the avoidance of doubt, such event shall be continuing for all purposes
hereunder until the settlement date of such Optional Sale);


 


provided,
notwithstanding the above, that the Borrower may make (i) any Optional Sale of any Collateral Obligation that, in the Collateral
Manager’s reasonable judgment, has a significant risk of declining in credit quality and, with the lapse of time, becoming a Defaulted
Collateral Obligation, if after giving effect to such Optional Sale,  (a) no Event of Default is continuing and (b) the
aggregate Principal Balance of all such Collateral Obligations sold pursuant to this proviso in any twelve-month period does not exceed
20% of the Aggregate Eligible Collateral Obligation Amount plus Principal Collections on deposit in the Principal Collection Account
in effect on the date of such sale or (ii) any Optional Sale of any Collateral Obligation if (x) the sale price is equal to
or greater than the acquisition price of such Collateral Obligation and (y) the proceeds from such Optional Sale are applied to
reduce the Loans; (ii) any Optional Sale made to reduce the Loans outstanding to be less than the Borrowing Base or the Facility
Amount (so long as, immediately following such Optional Sale and any repayment of the Loans, the Loans outstanding do not exceed either
the Borrowing Base or the Facility Amount); (iii) any Optional Sale of a Collateral Obligation that has a Collateral Obligation
Amount of zero; (iv) any Optional Sale of any portion of a Collateral Obligation constituting an Excess Concentration Amount; (v) any
Optional Sale in connection with a Permitted Securitization; or (vi) any Optional Sale for which the Agent has provided consent;


 


(ii)            at
least one (1) Business Day prior to the date of any Optional Sale, the Borrower shall cause the Collateral Manager to give the Agent,
each Lender Agent and the Collateral Agent written notice of such Optional Sale, which notice shall identify the related Collateral subject
to such optional sale and the expected proceeds from such Optional Sale and include (x) an Officer’s Certificate computed
as of the date of such request and after giving effect to such Optional Sale, demonstrating compliance with clauses (a)(i)(A), (B) and
(C) above and all other conditions set forth herein are satisfied and (y) a certificate of the Collateral Manager substantially
in the form of Exhibit F-3 requesting the release of the related Collateral Obligation File in connection with such Optional
Sale;


 


(iii)            such
Optional Sale shall be made by the Collateral Manager, on behalf of the Borrower (A) in accordance with the Collateral Manager Standard,
(B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties
or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided
in connection with the sale of assets of such type);


 






    -94- 


     


    

 


(iv)            if
such Optional Sale is to an Affiliate of the Borrower or the Collateral Manager, the Agent has given its prior written consent (which
shall not be unreasonably withheld, conditioned or delayed); provided that such consent shall not be required so long as the aggregate
Principal Balance of all Eligible Collateral Obligations sold without such consent pursuant to this clause (iv) in any twelve-month
period does not exceed 15% of the Aggregate Eligible Collateral Obligation Amount plus Principal Collections on deposit in the Principal
Collection Account in effect on the date of such sale and such Optional Sale is made at a price at least equal to (x) during the
Revolving Period, the Collateral Obligation Amount of the Collateral Obligation being sold or (y) after the end of the Revolving
Period, the outstanding principal amount of such Collateral Obligation (or at a price that is less than the outstanding principal amount
of such Collateral Obligation but not less than the fair market value of such Collateral Obligation and the Borrower receives a contribution
to capital from the Equityholder at least equal to the difference between such outstanding principal amount and such price and such amount
shall be deposited into the Principal Collection Account no later than five (5) Business Days before the related settlement date);
and


 


(v)            on
the date of such Optional Sale, all proceeds from such Optional Sale will be sent directly into the Collection Account.


 


(b)            In
connection with any Optional Sale, following deposit of all proceeds from such Optional Sale into the Collection Account, the Collateral
Agent shall be deemed to release and transfer to the Borrower (or the purchaser thereof from the Borrower) without recourse, representation
or warranty all of the right, title and interest of the Collateral Agent for the benefit of the Secured Parties in, to and under such
Collateral Obligation(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred
shall be released from the Lien of this Agreement.


 


(c)            The
Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out-of-pocket expenses of the Agent, the Collateral
Agent, the Collateral Custodian, each Lender Agent and each Lender in connection with any Optional Sale (including, but not limited to,
expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral
in connection with such Optional Sale).


 


(d)            In
connection with any Optional Sale, the Collateral Agent shall, at the sole expense of the Borrower, execute such instruments of release
prepared by the Collateral Manager with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable
form if necessary, as the Borrower, or the Collateral Manager on its behalf, may reasonably request.


 






    -95- 


     


    

 


Section 7.11     Repurchase
or Substitution of Warranty Collateral Obligations.(a)     In the
event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation,
warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related
Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in each case as of
the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days
after the earlier of (x) knowledge of such breach on the part of the Borrower or the Collateral Manager and (y) receipt by
the Borrower or the Collateral Manager of written notice thereof given by the Agent (with a copy to each Lender Agent), the Borrower
shall either (a) repay Loans outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount
of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute
for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at
least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or
substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease
to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-day period, either (i) the representations and
warranties in ARTICLE IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects
with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such
day, as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower
to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability
or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or
financial inability to pay of the related Obligor.


 


ARTICLE VIII


 


ACCOUNTS;
PAYMENTS


 


Section 8.1     Accounts.
(a)  On or prior to the Effective Date, the Borrower shall establish each Account in the name of the Borrower and each Account
shall be a segregated, non-interest bearing trust account established with the Securities Intermediary. Funds held in the Collection
Account shall be applied by the Collateral Agent pursuant to Section 8.3 and the applicable Monthly Report. If at any time
a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice
to the Collateral Manager, the Agent and each Lender Agent), then the Borrower shall cause the Collateral Manager to transfer such account
to another institution such that such account shall meet the requirements of an Eligible Account.


 


Except as set forth below,
amounts on deposit in the Unfunded Exposure Account may be withdrawn at the direction of the Borrower or at the direction of the Collateral
Manager (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit
into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in
the Unfunded Exposure Account is equal to or greater than the Aggregate Unfunded Amount.


 


Following the Facility Termination
Date, the Borrower shall cause the Collateral Manager to forward any draw request made by an Obligor under a Variable Funding Asset,
along with wiring instructions for the applicable Obligor, to the Collateral Agent (with a copy to the Agent and each Lender Agent) along
with a written instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification
that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with such instructions
from the Collateral Manager.


 






    -96- 


     


    

 


Following the end of the Revolving
Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as of the
date of such receipt (and after taking into account such repayment), the aggregate amount on deposit in the Unfunded Exposure Account
is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”),
the Borrower shall cause the Collateral Manager to direct the Collateral Agent to and the Collateral Agent shall deposit into the Unfunded
Exposure Account an amount of such Principal Collections equal to the lesser of (a) the aggregate amount of such Principal Collections
and (b) the Unfunded Exposure Shortfall.


 


(b)            All
amounts held in any Account shall, to the extent permitted by Applicable Laws, be invested by the Collateral Agent, as directed by the
Collateral Manager in writing (or, if the Collateral Manager fails to provide such direction, such amounts shall remain uninvested),
in Permitted Investments that mature (i) with respect to the Collection Account, not later than one Business Day prior to the Distribution
Date for the Collection Period to which such amounts relate and (ii) with respect to the Unfunded Exposure Account, on the immediately
following Business Day. Any such written direction shall certify that any such investment is authorized by this Section 8.1.
The Borrower, the Collateral Manager on behalf of the Borrower and the Agent each agrees that it shall not give any instruction to invest
such funds other than in accordance with, or subject to an exemption from, the Retention Requirements. Investments in Permitted Investments
shall be made in the name of the Collateral Agent, and, except as specifically required below, such investments shall not be sold or
disposed of prior to their maturity. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested
funds are not available therein to make such disbursement, the Collateral Agent shall cause to be sold or otherwise converted to cash
a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the written direction of
the Collateral Manager or, if the Collateral Manager shall fail to give such direction, the Agent. The Collateral Agent shall, upon written
request, provide the Agent with all information in its possession regarding transfer into and out of the Collection Account (including,
but not limited to, the identity of the counterparty making or receiving such transfer). In no event shall the Collateral Agent be liable
for the selection of any investments or any losses in connection therewith, or for any failure of the Collateral Manager or the Agent,
as applicable, to timely provide investment instruction to the Collateral Agent. The Collateral Agent and its Affiliates shall be permitted
to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (i) serving
as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted
Investments, (ii) using affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions
in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.


 


(c)            Neither
the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection
Account, except to the extent explicitly set forth in Section 8.1(a), Section 8.1(b), Section 8.2,
Section 8.3(b) or Section 10.16.


 






    -97- 


     


    

 


Subject to the other provisions
hereof, the Collateral Agent shall have sole Control (within the meaning of the UCC) over each Account and each such investment and the
income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered to the Collateral
Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Collateral
Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or
earnings on, investments of funds in the Accounts shall be deposited or transferred to the Collection Account and distributed pursuant
to Section 8.3(a).


 


(d)            The
Equityholder may, from time to time in its sole discretion (x) transfer to the Collateral Agent for deposit amounts into the Principal
Collection Account and/or (y) transfer Eligible Collateral Obligations as equity contributions to the Borrower for deposit in the
Custodial Account. All such amounts will be included in each applicable compliance calculation under this Agreement as Principal Collections,
including, without limitation, calculation of the Borrowing Base.


 


(e)            Notwithstanding
any provision of the Transaction Documents to the contrary, if any Borrowing Base Deficiency exists, then the Borrower may eliminate
such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions: (A) deposit
into or credit to the Collection Account cash and Permitted Investments, (B) repay Loans, (C) sell Collateral Obligations in
accordance with Section 7.10, or (D) pledge additional Collateral Obligations as Collateral; provided that, for
the avoidance of doubt, any such additional Collateral Obligation that has the same CUSIP or security identifier of an Eligible Collateral
Obligation shall be deemed an Eligible Collateral Obligation and unless such Eligible Collateral Obligation is subject to an Evaluation
Event, an Approval Notice in connection with such additional Collateral Obligation shall be deemed received by the Borrower for all purposes
hereunder.


 


Section 8.2     Excluded
Amounts. The Borrower may cause the Collateral Manager to direct the Collateral Agent and the Securities Intermediary to withdraw
from the applicable Account and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the
Collateral Manager has, prior to such withdrawal and consent, delivered to the Agent a report setting forth the calculation of such Excluded
Amounts in form and substance reasonably satisfactory to the Agent, which report shall include a brief description of the facts and circumstances
supporting such request and designate a date for the payment of such reimbursement, which date shall not be earlier than two (2) Business
Days following delivery of such notice. Upon confirmation that the Agent has approved the report, the Collateral Manager shall send such
report to the Collateral Custodian and the Collateral Agent.


 






    -98- 


     


    

 


Section 8.3     Distributions,
Reinvestment and Dividends.(a)  On each Distribution Date, the Collateral Agent shall distribute from the Collection Account,
solely in accordance with the applicable Monthly Report approved by the Agent pursuant to Section 8.5, the Amount Available
for such Distribution Date in the following order of priority:


 


(i)            From
the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order
of priority:


 


(A)            FIRST,
to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution
Date;


 


(B)            SECOND,
pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and
Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral
Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively;


 


(C)            THIRD,
(A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager (unless waived or deferred in whole or in part
by the Collateral Manager), any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period, otherwise (B) to
the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period
and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf
of their respective Lenders pro rata to repay the Loans outstanding;


 


(D)            FOURTH,
pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A) to the Lenders, an amount
equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect
to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Agent and the Lender Agents on behalf
of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Agent and (C) to the Hedge
Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other
than Hedge Breakage Costs), together with interest accrued thereon;


 


(E)            FIFTH,
during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with
the amount of the outstanding Revolving Loans in the amount necessary to reduce the Revolving Loans outstanding to an amount not to exceed
the Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit;


 


(F)            SIXTH,
to the Equityholder as a Permitted RIC Distribution;


 


(G)            SEVENTH,
after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective
Lenders pro rata to repay the Loans outstanding, in the amount necessary to reduce the Loans outstanding to zero;


 


(H)            EIGHTH,
pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid
Hedge Breakage Costs, together with interest accrued thereon;


 






    -99- 


     


    

 


(I)            NINTH,
to any Affected Persons, any Increased Costs then due and owing;


 


(J)            TENTH,
to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and governmental fees
owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable
to the Collateral, if any;


 


(K)            ELEVENTH,
to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to
each such Indemnitee;


 


(L)            TWELFTH,
(1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager
Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses
due and owing under Section 7.6(b) (if any) which have not been previously reimbursed;


 


(M)            THIRTEENTH,
to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and
the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent
and the Collateral Custodian under the Transaction Documents;


 


(N)            FOURTEENTH,
to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a);
and


 


(O)            FIFTEENTH,
(A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default,
to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise,
the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as
to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting
Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder.


 


(ii)            From
the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following
order of priority:


 


(A)            FIRST,
to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that
order, but, in each case, only to the extent not paid in full thereunder;


 






    -100- 


     


    

 


(B)            SECOND,
after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders
pro rata to repay the Loans outstanding, until repaid in full;


 


(C)            THIRD,
to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but,
in each case, only to the extent not paid in full thereunder;


 


(D)            FOURTH,
to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but,
in each case, only to the extent not paid in full thereunder;


 


(E)            FIFTH,
to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but
only to the extent not paid in full thereunder;


 


(F)            SIXTH,
to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral
Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary
and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts);


 


(G)            SEVENTH,
to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but
only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma
basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied;


 


(H)            EIGHTH,
to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but
only to the extent not paid in full thereunder;


 


(I)            NINTH,
during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder
in accordance with Section 10.16 or withdrawn for Reinvestment; and


 


(J)            TENTH,
after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder.


 






    -101- 


     


    

 


(b)            Only
during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections,
or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3
on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the
Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16,
or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject,
in the case of clause (C), to the following conditions:


 


(i)            the
Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or
prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment
(the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business
Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment
Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment
Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein
with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable);


 


(ii)            each
condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall
be satisfied; and


 


(iii)            upon
the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later
than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender
Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting
the total amount on deposit on such day in the Collection Account.


 


Subject to the Collateral Agent’s
receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2
(other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from
the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the
amount of Collections on deposit in the Collection Account.


 


(c)            At
any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the
purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date
with respect to such Loan.


 


Section 8.4     Fees.
The Borrower shall pay, pursuant hereto, the Daily Commitment Fee and any other fees (collectively, “Fees”) in the
amounts and on the dates set forth herein or in one or more fee letter agreements, dated on or after the date hereof, signed by the Borrower,
the Agent and/or any applicable Lender Group (as any such fee letter agreement may be amended, restated, supplemented or otherwise modified
from time to time, a “Fee Letter”).


 






    -102- 


     


    

 


Section 8.5     Monthly
Report. The Collateral Agent shall prepare (based on information provided to it by the Collateral Manager, the Agent, the Lender
Agents and the Lenders as set forth herein) a Monthly Report in the form of Exhibit D determined as of the close of business
on each Determination Date and make available such Monthly Report to the Agent, each Lender Agent, the Borrower and the Collateral Manager
on each Reporting Date starting with the Reporting Date in October 2021. If any party receiving any Monthly Report disagrees with
any items of such report, it shall contact the Collateral Agent and notify it of such disputed item and provide reasonably sufficient
information to correct such item, with (if other than the Agent) a copy of such notice and information to the Agent, each Lender Agent
and the Collateral Manager. If the Collateral Agent agrees with any such correction and unless the Collateral Agent is otherwise timely
directed by the Agent, the Collateral Agent shall distribute a revised Monthly Report on the Business Day after it receives such information.
If the Collateral Agent does not agree with any such correction or it is directed by the Agent that the Collateral Agent should not make
such correction, then the Collateral Agent shall take such action as instructed by the Agent and shall have no responsibilities with
respect to the applicable Monthly Report. The Agent’s reasonable determination with regard to any disputed item in the Monthly
Report shall be final.


 


Without limiting the generality
of the foregoing, in connection with the preparation of a Monthly Report, the Agent and the Lender Agents shall be responsible for providing
to the Collateral Agent the information required by Section 3.4 for part (d) of Exhibit D for such Monthly
Report on which the Collateral Agent may conclusively rely. The Agent shall review and verify the contents of the aforesaid reports (including
the Monthly Report), instructions, statements and certificates. Upon receipt of approval from the Agent, such reports, instructions,
statements and certificates shall be executed by the Borrower and the Collateral Manager and, in the case of the Monthly Report, the
Collateral Agent shall make the distributions required by Section 8.3 pursuant to such Monthly Report.


 


ARTICLE IX


 


REPRESENTATIONS
AND WARRANTIES OF THE BORROWER


 


In order to induce the other
parties hereto to enter into this Agreement and, in the case of the Lenders, to make Loans hereunder, the Borrower hereby represents
and warrants to the Agent, the Lender Agents and the Lenders as to itself, as of the Effective Date and each Funding Date, as follows:


 


Section 9.1     Organization
and Good Standing. It has been duly organized and is validly existing under the laws of the jurisdiction of its organization, with
power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently
conducted. It had at all relevant times and now has, power, authority and legal right (x) to acquire and own the Collateral Obligations
and its interest in the Related Security, and to grant to the Collateral Agent a security interest in the Collateral Obligations and
the Related Security and the other Collateral and (y) to enter into and perform its obligations under this Agreement and the other
Transaction Documents to which it is a party.


 


Section 9.2     Due
Qualification. It is duly qualified to do business and has obtained all necessary licenses and approvals and made all necessary filings
and registrations in all jurisdictions, except where the failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 






    -103- 


     


    

 


Section 9.3     Power
and Authority. It has the power, authority and legal right to execute and deliver this Agreement and the other Transaction Documents
to which it is a party and to perform its obligations hereunder and thereunder; has full power, authority and legal right to grant to
the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral Obligations
and the other Collateral and has duly authorized such grant by all necessary action.


 


Section 9.4     Binding
Obligations. This Agreement and the Transaction Documents to which it is a party have been duly executed and delivered by the Borrower
and are enforceable against the Borrower in accordance with their respective terms, except as such enforceability may be limited by (A) bankruptcy,
insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, (B) equitable
limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity
or at law and (C) implied covenants of good faith and fair dealing.


 


Section 9.5     Security
Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the
Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may
be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is
comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities
Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as
to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements
(a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all
assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable
the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other
than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed
the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that,
until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or
may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and
all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit
accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens);
the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security
interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all
necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate
jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest
may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying
promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the
Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral
Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely
on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or
evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed
to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated
Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed
(within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name
of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case
to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an
Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security
and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities
Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes
a Financial Asset and that the Collateral Agent has Control over such Securities Account.


 






    -104- 


     


    




 



 


Section 9.6     No
Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is
a party, and the fulfillment of the terms of this Agreement and the other Transaction Documents to which it is a party, shall not conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under,
its organizational documents, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Borrower is a party
or by which it is bound or any of its properties or revenues are subject; or result in the creation or imposition of any Lien (other
than Permitted Liens) upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other
instrument; or violate or exceed in any material respect any limits or restrictions contained in, or constitute speculation, leverage
or concentration of exposure prohibited by any applicable constitutions, charters, laws, rules, regulations, government codes, constituent
or governing instruments, trust documents, resolutions, guidelines, policies, investment management agreements, ordinances, orders, writs,
judgments, decrees, charges, rulings or similar documents or determinations (including, any Similar Law) to which the Borrower, or the
Borrower’s properties or revenues are subject; or in any way materially adversely affect the Borrower’s ability to perform
its obligations under this Agreement or the other Transaction Documents to which it is a party.


 


Section 9.7     No
Proceedings. There are no proceedings or investigations pending or, to its knowledge, threatened against the Borrower, before any
court or Official Body having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the
other Transaction Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or
any of the other Transaction Documents, (C) seeking any determination or ruling that would reasonably be expected to materially
and adversely affect the performance by the Borrower of its obligations under, or the validity or enforceability of, this Agreement or
any of the other Transaction Documents or (D) seeking any determination or ruling that would reasonably be expected to have a material
adverse effect on any of the Collateral.


 






    -105-


     


    

 


Section 9.8     No
Consents. It is not required to obtain the material consent of any other Person or any material approval, authorization, consent,
license, approval or authorization, or registration or declaration with, any Official Body having jurisdiction over it or its properties
in connection with the execution, delivery, performance, validity or enforceability of this Agreement or the other Transaction Documents
to which it is a party, in each case other than consents, licenses, approvals, authorizations, orders, registrations, declarations or
filings which have been obtained or made and continuation statements and renewals in respect thereof.


 


Section 9.9     Solvency.
It is solvent and will not become insolvent after giving effect to the transactions contemplated by this Agreement and the Transaction
Documents. After giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, it will have an
adequate amount of capital to conduct its business in the foreseeable future.


 


Section 9.10   Compliance
with Laws. It has complied and will comply in all material respects with all Applicable Laws, judgments, agreements with governmental
authorities, decrees and orders with respect to its business and properties and all Collateral.


 


Section 9.11  Taxes.
For U.S. federal income tax purpose, it is, and always has been, an entity disregarded as separate from the Equityholder and the Equityholder
is treated as a United States person for U.S. federal income tax purposes. It has filed on a timely basis all federal and other material
Tax returns (including foreign, state, local and otherwise) required to be filed, if any, and has paid all federal and other material
Taxes due and payable by it and any assessments made against it or any of its property and all other material Taxes, fees or other charges
imposed on it or any of its property by any Official Body (other than any amount the validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which reserves in conformity with Appropriate Accounting Principles have been
provided on the books of the Borrower). Other than Permitted Liens, no lien or similar Adverse Claim has been filed, and no claim is
being asserted, with respect to any Tax, assessment or other governmental charge. Any Taxes, fees and other governmental charges payable
by the Borrower in connection with the execution and delivery of this Agreement and the other Transaction Documents and the transactions
contemplated hereby or thereby including the transfer of each Collateral Obligation and the Related Security to the Borrower have been
paid or shall have been paid if and when due.


 


Section 9.12   Monthly
Report. Each Monthly Report is accurate in all material respects as of the date thereof, subject, in the case of information contained
therein (which shall include any statements and calculations to the extent such statements or calculations are inaccurate solely as a
result of such information) received from any un-Affiliated third party, to the standard set forth in Section 9.14 with respect
to information received from an un-Affiliated third party.


 


Section 9.13   No
Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted
Liens) and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein,
and upon the making of each Loan, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first
priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse
Claim (other than Permitted Liens), to the extent (as to perfection and priority) that a security interest in said Collateral may be
perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed
by way of collateral security any of the Collateral and no effective financing statement (other than with respect to Permitted Liens)
or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or
any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as
 “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement. There are no judgments
or Liens for Taxes with respect to the Borrower and no claim is being asserted with respect to the Taxes of the Borrower, other than
Permitted Liens.


 






    -106-


     


    

 


Section 9.14     Information
True and Correct. All information (other than any information provided to the Borrower by an un-Affiliated third party) heretofore
or hereafter furnished by or on behalf of the Borrower in writing to any Lender, the Collateral Agent, any Lender Agent or the Agent
in connection with this Agreement or any transaction contemplated hereby is and will be (when taken as a whole), as of the date such
information is furnished, true and correct in all material respects (or if not prepared by or under the direction of the Borrower, is
true and correct in all material respects to the Borrower’s knowledge (after reasonable inquiry)) and does not omit to state any
material fact necessary to make the statements contained therein not misleading (or, if not prepared by or under the direction of the
Borrower, does not omit to state such a fact to the Borrower’s knowledge (after reasonable inquiry)), in each case, after giving
effect to all written updates provided by the Borrower, the Collateral Manager or the Equityholder or on its behalf to the Agent or any
Lender. With respect to any information received from any un-Affiliated third party, the Borrower (i) will not furnish (and has
not furnished) any such information to any Lender, the Collateral Agent, any Lender Agent or the Agent in connection with this Agreement
or any transaction contemplated hereby that it knows (or knew) to be incorrect at the time such information is (or was) furnished in
any material respect and (ii) has informed (or will inform) the applicable Lender, the Collateral Agent, the applicable Lender Agent
or the Agent, as applicable, of any such information which it found to be incorrect in any material respect after such information was
furnished.


 


Section 9.15     No
Sovereignty. Neither the Borrower nor or any of its assets, properties or revenues has any right of immunity on the grounds of sovereignty
or otherwise from jurisdiction of any court or from setoff or any legal process (whether through service or notice, attachment prior
to judgment, attachment in aid of execution, execution or otherwise) under the Applicable Law of any jurisdiction.


 


Section 9.16     Collateral.
Except as otherwise expressly permitted or required by the terms of this Agreement, no item of Collateral has been sold, transferred,
assigned or pledged by the Borrower to any Person.


 


Section 9.17     Selection
Procedures. In selecting the Collateral Obligations hereunder and for Affiliates of the Borrower, no selection procedures were employed
which are intended to be adverse to the interests of any Lender Agent or Lender.


 






    -107-


     


    

 


Section 9.18     Indebtedness.
The Borrower has no Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (i) Indebtedness
incurred under the terms of the Transaction Documents and (ii) Indebtedness incurred pursuant to certain ordinary business expenses
arising pursuant to the transactions contemplated by this Agreement and the other Transaction Documents.


 


Section 9.19     No
Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance
of its obligations under this Agreement or any Transaction Document to which the Borrower is a party.


 


Section 9.20     No
Subsidiaries. The Borrower has no Subsidiaries.


 


Section 9.21     ERISA
Compliance. It does not sponsor, maintain, or have any liability to any Benefit Plans, except as would not reasonably be expected
to have a Material Adverse Effect. Its underlying assets (including the Collateral) do not constitute and during the term of this Agreement
will not constitute “plan assets,” within the meaning of the U.S. Department of Labor regulations promulgated at 29 C.F.R.
 § 2510.3-101, as modified in application by Section 3(42) of ERISA (“Plan Assets”). Either (x) the
Borrower is not subject to any Similar Law, or (y) the consummation of the transactions contemplated by this Agreement and the other
Transaction Documents do not and will not violate any such Similar Law applicable to the Borrower.


 


Section 9.22     Investment
Company Status. It is not an “investment company” as such term is defined in the 1940 Act.


 


Section 9.23     Set-Off,
Etc. No Collateral Obligation has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off or modified by
the Borrower or the Obligor thereof, and no Collateral is subject to compromise, adjustment, extension, satisfaction, subordination,
rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether
arising out of transactions concerning the Collateral or otherwise, by the Borrower or the Obligor with respect thereto, except, in each
case, pursuant to the Transaction Documents and for amendments, extensions and modifications, if any, to such Collateral otherwise permitted
hereby.


 


Section 9.24     Collections.
The Borrower acknowledges that all Collections received by it or its Affiliates with respect to the Collateral pledged hereunder are
held and shall be held in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties until deposited into the Collection
Account in accordance with Section 10.10.


 


Section 9.25     Value
Given. The Borrower has given fair consideration and reasonably equivalent value to the Equityholder (including, for this purpose,
equity of the Borrower) or the applicable third party seller in exchange for the purchase of the Collateral Obligations (or any number
of them). No such transfer has been made for or on account of an antecedent debt and no such transfer is or may be voidable or subject
to avoidance under any section of the Bankruptcy Code.


 


Section 9.26     Regulatory
Compliance. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock
(as defined in Regulation U (12 C.F.R. Part 221) of the FRS Board) and none of the proceeds of the Loans will be used, directly
or indirectly, for a purpose that violates Regulation T, Regulation U, Regulation X or any other regulation promulgated by the FRS Board
from time to time.


 






    -108-


     


    

 


Section 9.27     Separate
Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or any
Affiliates of the Collateral Manager, and the Borrower hereby acknowledges that the Agent, each of the Lender Agents and each of the
Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate
legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set
forth in Section 10.5.


 


There is not now, nor will
there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Manager (other than as expressly
set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise
in respect of any Taxes, fees, assessments or other governmental charges.


 


Section 9.28     Transaction
Documents. The Transaction Documents delivered to the Agent, together with the constituent documents of the Borrower, represent all
material agreements between the Equityholder, on the one hand, and the Borrower, on the other. Upon the purchase and/or contribution
of each Collateral Obligation (or an interest in a Collateral Obligation) pursuant to this Agreement or the Sale Agreement, the Borrower
shall be the lawful owner of, and have good title to, such Collateral Obligation and all assets relating thereto, free and clear of any
Adverse Claim. All such assets are transferred to the Borrower without recourse to the Equityholder except as described in the Sale Agreement.
The purchases of such assets by the Borrower constitute valid and true sales for consideration (and not merely a pledge of such assets
for security purposes) and the contributions of such assets received by the Borrower constitute valid and true transfers for consideration,
each enforceable against creditors of the Equityholder, and no such assets shall constitute property of the Equityholder.


 


Section 9.29     Compliance
with Anti-Corruption Laws and Anti-Money Laundering Laws. The Borrower represents and warrants that neither it nor any of its Affiliates,
directors or officers, nor any of its or its Affiliates’ employees or agents, have engaged in any activity or conduct that would
breach Anti-Corruption Laws or Anti-Money Laundering Laws.


 


Section 9.30     Compliance
with Sanctions. The Borrower represents and warrants that (a) neither it nor any of its Affiliates, directors, officers or employees,
nor any of its agents (including any such agents or Affiliates that will act in any capacity in connection with, or benefit from, this
Agreement), is (i) a Sanctioned Person, or (ii) in violation of any Sanctions, and (b) no Loan, use of proceeds or other
transaction contemplated by this Agreement will result in the violation of any applicable Sanctions.


 


Section 9.31     Beneficial
Ownership Certification. The information included in the Beneficial Ownership Certification, if any, is true and correct in all material
respects.


 






    -109-


     


    

 


ARTICLE X


 


COVENANTS


 


From the date hereof until
the first day following the Facility Termination Date on which all Obligations shall have been finally and fully paid and performed (other
than as expressly survive the termination of this Agreement), the Borrower hereby covenants and agrees with the Lenders, the Lender Agents
and the Agent that:


 


Section 10.1     Protection
of Security Interest of the Secured Parties. (a)  At or prior to the Effective Date, the Borrower shall have filed or caused
to be filed a UCC-1 financing statement, naming the Borrower as debtor, naming the Collateral Agent (for the benefit of the Secured Parties)
as secured party and describing the Collateral, with the office of the Secretary of State of Delaware. From time to time thereafter,
the Borrower shall file (and the Borrower hereby authorizes the Collateral Agent to so file) such financing statements and cause to be
filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect
the interest of the Collateral Agent in favor of the Secured Parties under this Agreement in the Collateral and in the proceeds thereof.
The Borrower shall deliver (or cause to be delivered) to the Collateral Agent file-stamped copies of, or filing receipts for, any document
filed as provided above, as soon as available following such filing. In the event that the Borrower fails to perform its obligations
under this subsection, the Collateral Agent or the Agent may (but shall have no obligation to) do so, in each case at the expense of
the Borrower, however neither the Collateral Agent nor the Agent shall have any liability in connection therewith. The rights granted
to the Collateral Agent in this Section 10.1 shall not constitute a duty of the Collateral Agent to file any financing statements
or continuations thereof.


 


(b)            The
Borrower shall not change its name, identity or corporate structure in any manner that would make any financing statement or continuation
statement filed by the Borrower (or by the Collateral Agent on behalf of the Borrower) in accordance with subsection (a) above
seriously misleading or change its jurisdiction of organization, unless the Borrower shall have given the Agent, each Lender Agent and
the Collateral Agent at least 30 days prior written notice thereof (or such shorter period as the Agent may agree in its sole discretion),
and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements (and shall provide
a copy of such amendments to the Collateral Agent, each Lender Agent and Agent together with an Officer’s Certificate to the effect
that all appropriate amendments or other documents in respect of previously filed statements have been filed).


 


(c)            The
Borrower shall maintain its computer systems, if any, so that, from and after the time of the first Loan under this Agreement, the Borrower’s
master computer records (including archives) that shall refer to the Collateral indicate clearly that such Collateral is subject to the
first priority security interest in favor of the Collateral Agent, for the benefit of the Secured Parties. Indication of the Collateral
Agent’s (for the benefit of the Secured Parties) security interest shall be deleted from or modified on the Borrower’s computer
systems when, and only when, the Collateral in question shall have been paid in full, the security interest under this Agreement has
been released in accordance with its terms, upon such Collateral Obligation becoming a Repurchased Collateral Obligation, Substituted
Collateral Obligation or otherwise as expressly permitted by this Agreement.


 






    -110-


     


    

 


(d)            Without
limiting any of the other provisions hereof, if at any time the Borrower shall propose to sell, grant a security interest in, or otherwise
transfer any interest in loan receivables to any prospective lender or other transferee, the Borrower shall give to such prospective
lender or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in
any manner whatsoever to any Collateral shall indicate clearly that such Collateral is subject to a first priority security interest
in favor of the Collateral Agent, for the benefit of the Secured Parties.


 


Section 10.2     Other
Liens or Interests. Except for the security interest granted hereunder and as otherwise permitted pursuant to Sections 7.10,
7.11 and 10.16, the Borrower will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume
or suffer to exist any Lien on the Collateral or any interest therein (other than Permitted Liens), and the Borrower shall defend the
right, title, and interest of the Collateral Agent (for the benefit of the Secured Parties) and the Lenders in and to the Collateral
against all claims of third parties claiming through or under the Borrower (other than Permitted Liens).


 


Section 10.3     Costs
and Expenses. The Borrower shall pay (or cause to be paid) all of its reasonable costs, charges and disbursements in connection with
the performance of its obligations hereunder and under the Transaction Documents.


 


Section 10.4     Initial
Eligible Collateral Obligation. The first five Eligible Collateral Obligations acquired by the Borrower shall be any of First Lien
Loans, Unitranche Loans and/or FILO Loans.


 


Section 10.5     Separate
Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own
separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate
from any other Person; (iv) [reserved]; (v) file its own Tax returns, except to the extent that the Borrower is treated as
a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required
to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which
the Borrower has established proper reserves on its books in accordance with Appropriate Accounting Principles; (vi) not commingle
its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational
formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s
assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such
consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s
assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such
assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet);
(ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder
and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others;
(xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space;
(xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its
assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity;
(xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating
expenses and liabilities from its own assets; (xvii) cause its member(s) or managing member to act pursuant to written consent
and keep minutes of meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not
acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives
of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests
of the Borrower; (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the
disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational
documents; and (xxi) it shall not divide or permit any division of the Borrower.


 






    -111-


     


    

 


(b)            The
Borrower shall not (i) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed
under the preceding clause (a); (ii) fail to be solvent; (iii) release, sell, transfer, convey or assign any Collateral Obligation
unless in accordance with the Transaction Documents; (iv) except for capital contributions or capital distributions permitted under
the terms and conditions of this Agreement and properly reflected on the books and records of the Borrower, enter into any transaction
with an Affiliate of the Borrower except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length
transaction; (v) identify itself as a department or division of any other Person; or (vi) own any asset or property other than
the Collateral and the related assets and incidental personal property necessary for the ownership or operation of these assets.


 


(c)            The
Borrower shall not (and shall not permit the Equityholder to) take any action that is materially contrary to the “Facts and Assumptions”
section in the opinion of Dechert LLP, dated the date hereof, relating to certain nonconsolidation matters.


 


Section 10.6     Hedging
Agreements. (a)  With respect to any Fixed Rate Collateral Obligation (other than Fixed Rate Collateral Obligations not
counted as “excess” pursuant to clause (d) of the definition of “Excess Concentration Amount”), the Borrower
hereby covenants and agrees that, upon the direction of the Agent in its sole discretion as notified to the Borrower and the Collateral
Manager on or prior to the related Funding Date for such Collateral Obligation, the Borrower shall obtain and deliver to the Collateral
Agent (with a copy to the Agent and each Lender Agent) one or more Hedging Agreements from qualified Hedge Counterparties having, singly
or in the aggregate, an Aggregate Notional Amount not less than the amount determined by the Agent in its reasonable discretion, which
(1) each shall have a notional principal amount equal to or greater than $1,000,000, (2) may provide for reductions of the
Aggregate Notional Amount on each Distribution Date on an amortization schedule for such Aggregate Notional Amount assuming a 0.0 ABS
prepayment speed (or such other ABS prepayment speed as may be approved in writing by the Agent) and zero losses, and (3) shall
have other terms and conditions and be represented by Hedging Agreements otherwise acceptable to the Agent in its sole discretion.


 






    -112-


     


    

 


(b)            In
the event that any Hedge Counterparty defaults in its obligation to make a payment to the Borrower under one or more Hedging Agreements
on any date on which payments are due pursuant to a Hedging Agreement, the Borrower shall make a demand on such Hedge Counterparty, or
any guarantor, if applicable, demanding payment by 12:30 p.m., New York City time, on such date. The Borrower shall give notice
to each Lender Agent upon the continuing failure by any Hedge Counterparty to perform its obligations during the two Business Days following
a demand made by the Borrower on such Hedge Counterparty, and shall take such action with respect to such continuing failure as may be
directed by the Agent.


 


(c)            In
the event that any Hedge Counterparty no longer maintains the ratings specified in the definition of “Hedge Counterparty,”
then within 30 days after receiving notice of such decline in the creditworthiness of such Hedge Counterparty as determined by any
Rating Agency, either (x) such Hedge Counterparty, upon the receipt of the consent of the Agent, will enter into an arrangement
the purpose of which shall be to assure performance by the Hedge Counterparty of its obligations under the applicable Hedging Agreement;
or (y) the Borrower shall, at its option and with the written consent (in its sole discretion) of the Agent, either (i) cause
such Hedge Counterparty to pledge securities in the manner provided by applicable law which shall be held by the Collateral Agent, for
the benefit of the Secured Parties, free and clear of the Lien of any third party, in a manner conferring on the Collateral Agent a perfected
first Lien in such securities securing such Hedge Counterparty’s performance of its obligations under the applicable Hedging Agreement,
(ii) provided that a Replacement Hedging Agreement or Qualified Substitute Arrangement meeting the requirements of Section 10.6(d) has
been obtained, (A) provide written notice to such Hedge Counterparty (with a copy to the Collateral Agent, each Lender Agent and
the Agent) of its intention to terminate the applicable Hedging Agreement within such 30-day period and (B) terminate the applicable
Hedging Agreement within such 30-day period, request the payment to it of all amounts due to the Borrower under the applicable Hedging
Agreement through the termination date and deposit any such amounts so received, on the day of receipt, to the Collection Account, or
(iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior
arrangement made in accordance with the provisions of this Section 10.6(c)) with the written consent (in its sole discretion)
of the Agent (a “Qualified Substitute Arrangement”); provided, that in the event at any time any alternative
arrangement established pursuant to the above shall cease to be satisfactory to the Agent, then the provisions of this Section 10.6(c),
shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Borrower receives
notice of such cessation or termination, as the case may be.


 


(d)            Unless
an alternative arrangement pursuant to clause (x) or (y)(i) or (y)(iii) of Section 10.6(c) is
being established, the Borrower shall use its best efforts to obtain a Replacement Hedging Agreement or Qualified Substitute Arrangement
meeting the requirements of this Section 10.6 during the 30-day period referred to in Section 10.6(c). The Borrower
shall not terminate the Hedging Agreement unless, prior to the expiration of the 30-day period referred to in said Section 10.6(c),
the Borrower delivers to the Collateral Agent (with a copy to the Agent and each Lender Agent) (i) a Replacement Hedging Agreement
or Qualified Substitute Arrangement, (ii) to the extent applicable, an Opinion of Counsel reasonably satisfactory to the Agent as
to the due authorization, execution and delivery and validity and enforceability of such Replacement Hedging Agreement or Qualified Substitute
Arrangement, as the case may be, and (iii) evidence that the Agent has consented in writing to the termination of the applicable
Hedging Agreement and its replacement with such Replacement Hedging Agreement or Qualified Substitute Arrangement.


 






    -113-


     


    

 


(e)            The
Borrower shall notify the Agent, each Lender Agent and the Collateral Agent within five Business Days after a Responsible Officer of
such Person shall obtain knowledge that the senior unsecured debt rating of a Hedge Counterparty has been withdrawn or reduced by any
Rating Agency.


 


(f)             The
Borrower may at any time obtain a Replacement Hedging Agreement with the consent (in its sole discretion) of the Agent.


 


(g)            The
Borrower shall not agree to any amendment to any Hedging Agreement without the consent (in its sole discretion) of the Agent.


 


(h)            The
Borrower shall notify the Agent, each Lender Agent and the Collateral Agent after a Responsible Officer of the Borrower shall obtain
actual knowledge of the transfer by the related Hedge Counterparty of any Hedging Agreement, or any interest or obligation thereunder.


 


(i)             The
Borrower, with the consent of the Agent in its sole discretion, may sell all or a portion of the Hedging Agreements; provided,
that no consent of the Agent shall be required for the sale of all or a portion of any Hedging Agreement relating to Fixed Rate Collateral
Obligations not counted as “excess” pursuant to clause (d) of the definition of “Excess Concentration Amount.”
The Borrower shall have the duty of obtaining a fair market value price for the sale of any Hedging Agreement, notifying the Agent, each
Lender Agent, the Collateral Custodian and the Collateral Agent of prospective purchasers and bids, and selecting the purchaser of such
Hedging Agreement. The Borrower and, at the Borrower’s request, the Collateral Agent, upon receipt of the purchase price in the
Collection Account shall, with the prior written consent of the Agent, execute all documentation necessary to release the Lien of the
Collateral Agent on such Hedging Agreement and proceeds thereof.


 


Notwithstanding the foregoing,
with respect to any Collateral Obligation, the Borrower may include in an Asset Approval Request provisions of Hedging Agreements applicable
to such Collateral Obligation, and, if nothing to the contrary is included in the related Approval Notice delivered to the Borrower by
the Agent, the provisions relating to Hedging Agreements in the Asset Approval Request shall control to the extent such provisions conflict
with this Section 10.6. Notwithstanding anything to the contrary in this Section 10.6, the parties hereto agree
that should the Borrower fail to observe or perform any of its obligations under this Section 10.6 with respect to any Hedging
Agreement, the sole result will be that the Collateral Obligation or Collateral Obligations that are the subject of such Hedging Agreement
shall immediately cease to be Eligible Collateral Obligations for all purposes under this Agreement.


 


Section 10.7     Know
Your Customer. Promptly upon the request of any Lender or the Agent, the Borrower shall supply, or procure the supply of, such documentation
and other evidence as is requested by such Lender or the Agent (for itself or on behalf of any Lender or any prospective Lender) in order
for such Lender or Agent (or any prospective Lender) to carry out and be satisfied with the results of all necessary “know your
customer” or other checks in relation to the Borrower under all applicable laws and regulations pursuant to the transactions contemplated
under the Transaction Documents.


 






    -114-


     


    

 


Section 10.8     Taxes.
For U.S. federal income tax purpose, the Borrower will be an entity disregarded as separate from the Equityholder and the Equityholder
will be treated as a United States person for U.S. federal income tax purposes. The Borrower will file on a timely basis all federal
and other material Tax returns required to be filed, if any, and will pay all federal and other material Taxes due and payable by it
and any assessments made against it or any of its property (other than any amount the validity of which is contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with Appropriate Accounting Principles are provided on the books
of the Borrower).


 


Section 10.9     Merger,
Consolidation, Etc. The Borrower shall not merge or consolidate with any other Person or permit any other Person to become the successor
to all or substantially all of its business or assets without the prior written consent of the Agent in its sole discretion.


 


Section 10.10   Deposit
of Collections. The Borrower shall transfer, or cause to be transferred, all Collections to the Collection Account by the close of
business on the second Business Day following the date such Collections are received by the Borrower, the Equityholder, the Collateral
Manager or any of their respective Affiliates.


 


Section 10.11   Indebtedness;
Guarantees. The Borrower shall not create, incur, assume or suffer to exist any Indebtedness other than Indebtedness permitted under
the Transaction Documents. The Borrower shall incur no Indebtedness secured by the Collateral other than the Obligations. The Borrower
shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by,
among other things, agreeing to purchase any obligation of another Person, agreeing to advance funds to such Person or causing or assisting
such Person to maintain any amount of capital, other than as expressly permitted under the Transaction Documents.


 


Section 10.12   Limitation
on Purchases from Affiliates. Other than pursuant to the Sale Agreement, the Borrower shall not purchase any asset from the Equityholder
or the Collateral Manager or any Affiliate of the Borrower, the Equityholder or the Collateral Manager.


 


Section 10.13   Documents.
Except as otherwise expressly permitted herein, it shall not cancel or terminate any of the Transaction Documents to which it is party
(in any capacity), or consent to or accept any cancellation or termination of any of such agreements, or amend or otherwise modify any
term or condition of any of the Transaction Documents to which it is party (in any capacity) or give any consent, waiver or approval
under any such agreement, or waive any default under or breach of any of the Transaction Documents to which it is party (in any capacity)
or take any other action under any such agreement not required by the terms thereof, in each case in a manner materially adverse to the
Agent or any Lender, unless (in each case) the Agent shall have consented thereto in its sole discretion.


 


Section 10.14   Preservation
of Existence. It shall do or cause to be done all things necessary to (i) preserve and keep in full force and effect its existence
as a limited liability company and take all reasonable action to maintain its rights and franchises in the jurisdiction of its formation
and (ii) qualify and remain qualified as a limited liability company in good standing in each jurisdiction where the failure to
qualify and remain qualified would reasonably be expected to have a Material Adverse Effect.


 






    -115-


     


    

 


Section 10.15     Limitation
on Investments. The Borrower shall not form, or cause to be formed, any Subsidiaries; or make or suffer to exist any loans or advances
to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or
securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except
investments as otherwise permitted herein and pursuant to the other Transaction Documents.


 


Section 10.16     Distributions.
(a) The Borrower shall not declare or make (i) payment of any distribution on or in respect of any equity interests, or (ii) any
payment on account of the purchase, redemption, retirement or acquisition of any option, warrant or other right to acquire such equity
interests; provided that the Borrower may make a distribution of (A) on any Business Day during the Revolving Period in accordance
with Section 8.3(b) (1) Interest Collections, (2) any Principal Collections or proceeds of any Loan, and (3) with
the prior written consent of the Agent (which consent shall not be unreasonably withheld, conditioned or delayed), any Collateral Obligations
or other assets of the Borrower, in each case, as set forth in clauses (A)(1) through (A)(3), if after giving effect to such distribution,
(v) as certified in writing by the Borrower and Collateral Manager to the Agent (with a copy to each Lender Agent), sufficient proceeds
remain for all payments to be made pursuant to Section 8.3(a) (other than clause (N) thereof) on the next Distribution
Date, (w) no Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event
of Default shall have occurred and be continuing, and (x) the Borrowing Base Condition is satisfied, (B) amounts paid (or released
or distributed) to it pursuant to Section 8.3(a) on the applicable Distribution Date, (C) the proceeds of any Loan
on the applicable Loan Date, if after giving effect to such distribution under this clause (C), (x) no Unmatured Event of Default,
Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuing
or (y) the Borrowing Base Condition is satisfied, but only if such Loan is made in respect of an Eligible Collateral Obligation
acquired by the Borrower prior to such Loan Date if such Eligible Collateral Obligation was identified on the related Asset Approval
Request as an asset with respect to which the Borrower intends to make a future distribution pursuant to this Section 10.16(a)(C) on
such Loan Date and (D) in connection with a Permitted Securitization if after giving effect to such distribution, (v) as certified
in writing by the Borrower and Collateral Manager to the Agent (with a copy to each Lender Agent), sufficient proceeds remain for all
payments to be made pursuant to Section 8.3(a) (other than clause (N) thereof) on the next Distribution Date, (w) no
Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall
have occurred and be continuing, and (x) the Borrowing Base Condition is satisfied.


 


(b)            Prior
to foreclosure by the Agent upon any Collateral pursuant to Section 13.3(c), nothing in this Section 10.16 or
otherwise in this Agreement shall restrict (i) the Collateral Manager from exercising any Warrant Assets issued to it by Obligors
from time to time or (ii) the Borrower from exercising any Warrant Assets issued to it by Obligors from time to time to the extent
funds are available to the Borrower under Section 8.3(a) or made available to the Borrower.


 






    -116-


     


    

 


Section 10.17     Performance
of Borrower Assigned Agreements. The Borrower shall (i) perform and observe in all material respects all the terms and provisions
of the Transaction Documents (including each of the Borrower Assigned Agreements) to which it is a party to be performed or observed
by it, maintain such Transaction Documents in full force and effect, and enforce such Transaction Documents in accordance with their
terms, and (ii) upon reasonable request of the Agent, make to any other party to such Transaction Documents such demands and requests
for information and reports or for action as the Borrower is entitled to make thereunder.


 


Section 10.18     Further
Assurances; Financing Statements. (a)  The Borrower agrees that at any time and from time to time, at its expense and upon
reasonable request of the Agent or the Collateral Agent (acting solely at the request of the Agent), it shall promptly execute and deliver
all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect
the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any
of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting
the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto,
and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Agent’s
request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing
statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any
other manner as the Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing
the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal
property of the Borrower whether now owned or hereafter acquired.


 


(b)            The
Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Agent, to
file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral.


 


(c)            It
shall furnish to the Collateral Agent and the Agent from time to time such statements and schedules further identifying and describing
the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Agent’s
request) or the Agent may reasonably request, all in reasonable detail; provided that such information is in the possession of
the Borrower or the Collateral Manager, as applicable, or reasonably obtainable thereby without undue burden or expense and not subject
to any applicable confidentiality restrictions prohibiting such disclosure to the Agent or any Lender.


 


Section 10.19     Payment
Instructions. The Borrower acknowledges that the power of attorney granted in Section 13.10 to the Collateral Agent permits
the Collateral Agent to send (at the Agent’s written direction after the occurrence and during continuance of an Event of Default)
underlying administrative agents or paying agents notification forms to give notice to the underlying administrative agents or paying
agents of the Collateral Agent’s interest in the Collateral and the obligation to make payments to an Account as directed by the
Collateral Agent (at the written direction of the Agent).


 






    -117-


     


    

 


Section 10.20     Delivery
of Collateral Obligation Files. The Borrower (or the Collateral Manager on behalf of the Borrower) shall deliver to the Collateral
Custodian in .pdf format at 225 W. Washington, 9th Floor, Chicago, IL 60606 Attention: Legal Department and Doc Custody
legal@alterdomus.com and DocCustody@alterdomus.com (with a copy to the Agent at the following e-mail addresses (for electronic copies
in PDF): US-operfinsmo-distribution@sgcib.com, Venky.jayaraman@sgcib.com and Edward.deserio@sgcib.com, and a copy
to each Lender Agent) the Collateral Obligation Files identified on the related Document Checklist promptly upon receipt but in no event
later than five (5) Business Days of the related Funding Date; provided that any file stamped document included in any Collateral
Obligation File shall be delivered as soon as they are reasonably available (even if not within five (5) Business Days of the related
Funding Date).


 


Section 10.21     Sanctions.
The Borrower (a) shall not request any Loan, and shall not (and shall procure that its Affiliates and its or their respective directors,
officers, employees and agents shall not) use the proceeds of any Loan, in each case, directly or indirectly, for (1) the purpose
of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country that
is the subject of any Sanctions, or (2) in any manner that would result in the violation of any applicable Sanctions and (b) shall
take reasonable steps or enact policies and procedures designed to ensure that (1) no Person that is a Sanctioned Person will have
any legal or beneficial interest in any funds repaid or remitted by the Borrower to the Lenders in connection with the Agreement, and
(2) it shall not knowingly use any revenue or benefit derived from any activity or dealing with a Sanctioned Person for the purpose
of discharging amounts owing to the Lenders in respect of the Agreement.


 


Section 10.22     Anti-Corruption
and Anti-Money Laundering Laws. No portion of the proceeds of any Loan will be used, directly or indirectly, (i) in violation
of Anti-Corruption Laws or Anti-Money Laundering Laws, or (ii) for any payment, promise to pay, or authorization of any payment
(or giving of anything of value) to any governmental official or employee, political party, official of a political party, candidate
for political office or anyone else acting in an official capacity, in order to obtain, retain or direct business, or obtain any improper
advantage, in violation of Anti-Corruption Laws. The Borrower (or the Collateral Manager on its behalf) shall take reasonable steps or
enact policies and procedures designed to ensure that any funds paid or remitted by the Borrower to the Lenders in connection with the
Agreement will not be derived from any activity in violation of Anti-Corruption Laws or Anti-Money Laundering Laws. The Borrower will
maintain complete and accurate books and records relating to this Agreement.


 


Section 10.23     Beneficial
Ownership Certification. Promptly following any request therefor, the Borrower shall deliver to the Agent information and documentation
reasonably requested by the Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation, including any Beneficial
Ownership Certification in relation to the Borrower. Any change in the information provided in the Beneficial Ownership Certification
that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification shall be
furnished to the Agent promptly.


 






    -118-


     


    

 


Section 10.24     Retention
Letter. The Borrower shall (i) procure the Retention Holder not to amend, supplement, modify, repudiate or waive any provision,
of any Retention Letter without the prior written consent of the Agent and each Lender and (ii) procure that the Retention Holder
has not changed and will not change the manner in which it retains the Retained Interest (as defined in the Retention Letter), except
to the extent permitted by the Retention Requirements (as in force from time to time) and with the prior written consent of the Agent
and each Lender.


 


Section 10.25     Retention
Requirements. The Borrower shall provide:


 


(i)             promptly
following a request by any Lender which is (x) received in connection with a material amendment of any Transaction Document, a refreshed
Retention Letter from the Retention Holder substantially in the form of Exhibit J or (y) for additional information
which is either in the possession of the Retention Holder or can be obtained at no material cost to the Retention Holder, such additional
information as such Lender may reasonably request in order for such Lender to comply with the Securitisation Regulation;


 


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


 


(iii)            (x) on
a monthly basis prior to each Reporting Date and (y) upon any written request therefor by or on behalf of the Borrower or any Lender
delivered as a result of a material change in (x) the performance of the Loans, (y) the risk characteristics of the transaction
or (z) the Collateral Obligations and/or the Permitted Investments from time to time, a certificate from a Responsible Officer of
the Retention Holder to the Collateral Agent confirming continued compliance with the requirements set forth in the Retention Letter.


 


ARTICLE XI


 


THE
COLLATERAL AGENT


 


Section 11.1     Appointment
of Collateral Agent. State Street Bank and Trust Company is hereby appointed as Collateral Agent pursuant to the terms hereof. The
Secured Parties hereby appoint the Collateral Agent to act exclusively as the agent for purposes of perfection of a security interest
in the Collateral and Collateral Agent of the Secured Parties to act as specified herein and in the other Transaction Documents to which
the Collateral Agent is a party. The Collateral Agent hereby accepts such agency appointment to act as Collateral Agent pursuant to the
terms of this Agreement, until its resignation or removal as Collateral Agent pursuant to the terms hereof.


 






    -119-


     


    

 


Section 11.2     Monthly
Reports. The Collateral Agent shall prepare the Monthly Report in accordance with Section 8.5 and shall distribute funds
in accordance with such Monthly Report in accordance with Section 8.3.


 


Section 11.3     Collateral
Administration. The Collateral Agent shall maintain a database of certain characteristics of the Collateral on an ongoing basis,
and provide to the Borrower, the Collateral Manager, the Agent and the Lender Agents certain reports, schedules and calculations, all
as more particularly described in this Section 11.3, based upon information and data received from the Borrower and/or the
Collateral Manager pursuant to Section 7.7 or from the Lender Agents and/or the Agent.


 


(a)             In
connection therewith, the Collateral Agent shall:


 


(i)              within
15 days after the Effective Date, create a Collateral database with respect to the Collateral that has been pledged to the Collateral
Agent for the benefit of the Secured Parties from time to time, comprised of the Collateral Obligations credited to the Accounts from
time to time and Permitted Investments in which amounts held in the Accounts may be invested from time to time, as provided in this Agreement
(the “Collateral Database”);


 


(ii)             update
the Collateral Database on a periodic basis for changes and to reflect the sale or other disposition of assets included in the Collateral
and any additional Collateral granted to the Collateral Agent from time to time, in each case based upon, and to the extent of, information
furnished to the Collateral Agent by the Borrower, the Collateral Manager or the Agent as may be reasonably required by the Collateral
Agent from time to time or based upon notices received by the Collateral Agent from the issuer, or trustee or agent bank under an underlying
instrument, or similar source);


 


(iii)            track
the receipt and allocation to the Collection Account of Principal Collections and Interest Collections and any withdrawals therefrom
and, on each Business Day, provide to the Collateral Manager and Agent daily reports reflecting such actions to the accounts as of the
close of business on the preceding Business Day and the Collateral Agent shall provide any such report to the Agent or the Collateral
Manager upon its request therefor;


 


(iv)            distribute
funds in accordance with such Monthly Report in accordance with Section 8.3(a);


 


(v)             prepare
and deliver to the Agent, each Lender Agent, the Borrower and the Collateral Manager on each Reporting Date, the Monthly Report
and any update pursuant to Section 8.5 when requested by the Collateral Manager, the Borrower or the Agent, on the basis
of the information contained in the Collateral Database as of the applicable Determination Date, the information provided by each Lender
Agent and the Agent pursuant to Section 3.4 and such other information as may be provided to the Collateral Agent by the
Borrower, the Collateral Manager, the Agent, any Lender Agent or any Lender;


 






    -120-


     


    

 


(vi)            provide
other such information with respect to the Collateral granted to the Collateral Agent and not released as may be routinely maintained
by the Collateral Agent in performing its ordinary Collateral Agent function pursuant hereunder, as the Borrower, the Collateral Manager,
the Agent, any Lender Agent or any Lender may reasonably request from time to time;


 


(vii)           upon
the written request of the Collateral Manager on any Business Day and within three hours after the Collateral Agent’s receipt of
such request (provided such request is received by 12:00 Noon (New York time) on such date (otherwise such request will be deemed made
on the next succeeding Business Day), the Collateral Agent shall perform the following functions: as of the date the Collateral Manager
commits on behalf of the Borrower to purchase Collateral Obligations to be included in the Collateral, perform a pro forma calculation
of the tests and other requirements set forth in Section 6.2(e), in each case, based upon information contained in the Collateral
Database and report the results thereof to the Collateral Manager in a mutually agreed format;


 


(viii)         upon
the Collateral Agent’s receipt on any Business Day of written notification from the Collateral Manager of its intent to sell (in
accordance with Section 7.10) Collateral Obligations, the Collateral Agent shall perform, within three hours after the Collateral
Agent’s receipt of such request (provided such request is received by no later than 12:00 Noon (New York time) on such date (otherwise
such request will be deemed made on the next succeeding Business Day) a pro forma calculation of the tests and other requirements
set forth in Sections 7.10(a)(i)(A), (B) and (C) based upon information contained in the Collateral Database
and information furnished by the Collateral Manager, compare the results thereof and report the results to the Collateral Manager in
a mutually agreed format; and


 


(ix)            track
the Principal Balance of each Collateral Obligation and report such balances to the Agent and the Collateral Manager upon request.


 


(b)            The
Collateral Agent shall provide to the Collateral Manager a copy of all written notices and communications identified as being sent to
it in connection with the Collateral Obligations and the other Collateral held hereunder which it receives from the related Obligor,
participating bank and/or agent bank. In no instance shall the Collateral Agent be under any duty or obligation to take any action on
behalf of the Collateral Manager in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific
written instructions from the Collateral Manager, prior to the occurrence of an Event of Default or a Collateral Manager Event of Default
or the Agent, after the occurrence of an Event of Default or a Collateral Manager Event of Default, in which event the Collateral Agent
shall only vote, consent or take such other action in accordance with such instructions.


 


(c)            In
addition to the above:


 


(i)            The
Agent and each Secured Party further authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof
and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the
foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Agent) as its agent to execute and
deliver all further instruments and documents, and take all further action (at the written direction of the Agent) that the Agent deems
necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder,
or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution
or filing by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments
thereof, relative to all or any of the Collateral Obligations now existing or hereafter arising, and such other instruments or notices,
as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 11.3(c)(i) shall be
deemed to relieve the Borrower or the Collateral Manager of their respective obligations to protect the interest of the Collateral Agent
(for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the
Collateral in accordance with Section 10.1. It is understood and agreed that any and all actions performed by the Collateral
Agent in connection with this Section 11.3(c)(i) shall be at the written direction of the Agent, and the Collateral
Agent shall have no responsibility or liability in connection with determining any actions necessary or desirable to perfect, protect
or more fully secure the security interest granted by the Borrower hereunder or to enable any Person to exercise or enforce any of their
respective rights hereunder.


 






    -121-


     


    

 


(ii)            The
Agent may direct the Collateral Agent in writing to take any such incidental action hereunder. With respect to other actions which are
incidental to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be required to take
any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting
or refraining from acting) upon the written direction of the Agent; provided that the Collateral Agent shall not be required to
take any action hereunder at the request of the Agent, any Secured Parties or otherwise if the taking of such action, in the determination
of the Collateral Agent, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall
expose the Collateral Agent to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory
with respect thereto). In the event the Collateral Agent requests the consent of the Agent and the Collateral Agent does not receive
a consent (either positive or negative) from the Agent within 10 Business Days of its receipt of such request, then the Agent shall be
deemed to have declined to consent to the relevant action.


 


(iii)            Except
as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise
or enforce any power, right or remedy available to it under this Agreement that might in its judgment involve any expense or liability
unless it has been furnished with an indemnity reasonably satisfactory to it (x) unless and until (and to the extent) expressly
so directed by the Agent or (y) prior to the Facility Termination Date (and upon such occurrence, the Collateral Agent shall act
in accordance with the written instructions of the Agent pursuant to clause (x)). The Collateral Agent shall not be liable for any action
taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement
provides such Secured Party the right to so direct the Collateral Agent, or the Agent. The Collateral Agent shall not be deemed to have
notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Agent has
knowledge of such matter or written notice thereof is received by the Collateral Agent.


 






    -122-


     


    

 


(d)            If,
in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, the
Collateral Agent may request written instructions from the Agent as to the course of action desired by it. If the Collateral Agent does
not receive such instructions within two Business Days after it has requested them, the Collateral Agent may, but shall be under no duty
to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after
such two Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent
with such instructions. The Collateral Agent shall be entitled to rely on the advice of legal counsel and independent accountants in
performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice.


 


(e)            Concurrently
herewith, the Agent directs the Collateral Agent and the Collateral Agent is hereby authorized to enter into the Account Control Agreement
and any other related agreements in the form delivered to the Collateral Agent. For the avoidance of doubt, all of the Collateral Agent’s
rights, protections and immunities provided herein shall apply to the Collateral Agent for any actions taken or omitted to be taken under
the Account Control Agreement and any other related agreements in such capacity.


 


Section 11.4     Removal
or Resignation of Collateral Agent.


 


The Collateral Agent may at any time
resign and terminate its obligations under this Agreement upon at least 60 days’ prior written notice to the Collateral Manager,
the Borrower, the Agent and each Lender Agent; provided, that no resignation or removal of the Collateral Agent will be permitted
unless a successor Collateral Agent has been appointed which successor Collateral Agent, so long as no Unmatured Collateral Manager Event
of Default, Collateral Manager Event of Default, Unmatured Event of Default or Event of Default has occurred and is continuing, is reasonably
acceptable to the Collateral Manager. Promptly after receipt of notice of the Collateral Agent’s resignation, the Agent shall promptly
appoint a successor Collateral Agent (which successor Collateral Agent shall be reasonably acceptable to the Majority Lenders and the
Borrower) by written instrument, in duplicate, copies of which instrument shall be delivered to the Borrower, the Collateral Manager,
each Lender Agent, the resigning Collateral Agent and to the successor Collateral Agent. In the event no successor Collateral Agent shall
have been appointed within 60 days after the giving of notice of such resignation, the Collateral Agent may petition any court of competent
jurisdiction to appoint a successor Collateral Agent. The Agent upon at least 60 days’ prior written notice to the Collateral Agent,
the Borrower and each Lender Agent, may with cause remove and discharge the Collateral Agent or any successor Collateral Agent thereafter
appointed from the performance of its duties under this Agreement. Promptly after giving notice of removal of the Collateral Agent, the
Agent shall appoint, or petition a court of competent jurisdiction to appoint, a successor Collateral Agent (which successor Collateral
Agent shall be reasonably acceptable to the Majority Lenders and the Borrower). Any such appointment shall be accomplished by written
instrument and one original counterpart of such instrument of appointment shall be delivered to the Collateral Agent and the successor
Collateral Agent, with a copy delivered to the Borrower, each Lender Agent and the Collateral Manager.


 






    -123-


     


    

 


Section 11.5     Representations
and Warranties. The Collateral Agent represents and warrants to the Borrower, the Agent, the Lenders and Collateral Manager that:


 


(a)            the
Collateral Agent has the corporate power and authority and the legal rights to execute and deliver, and to perform its obligations under,
this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;


 


(b)            no
consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Official Body and no consent of any other
Person (including any stockholder or creditor of the Collateral Agent) is required in connection with the execution, delivery performance,
validity or enforceability of this Agreement; and


 


(c)            this
Agreement has been duly executed and delivered on behalf of the Collateral Agent and constitutes a legal, valid and binding obligation
of the Collateral Agent enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of
equity (whether enforcement is sought in proceedings in equity or at law).


 


Section 11.6     No
Adverse Interest of Collateral Agent. By execution of this Agreement, the Collateral Agent represents and warrants that it currently
holds and during the existence of this Agreement shall hold, no adverse interest, by way of security or otherwise, in any Collateral
Obligation or any document in the Collateral Obligation Files. Neither the Collateral Obligations nor any documents in the Collateral
Obligation Files shall be subject to any security interest, lien or right of set-off by the Collateral Agent or any third party claiming
through the Collateral Agent, and the Collateral Agent shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant
any third party interest in, the Collateral Obligations or documents in the Collateral Obligation Files, except that the preceding clause
shall not apply (i) to the Collateral Agent with respect to the Collateral Agent Fees and Expenses, (ii) to the Collateral
Custodian with respect to the Collateral Custodian Fees and Expenses, and (iii) in the case of any accounts, with respect to (x) returned
or charged-back items, (y) reversals or cancellations of payment orders and other electronic fund transfers, or (z) overdrafts
in the Collection Account.


 






    -124-


     


    

 



 


Section 11.7     Reliance
of Collateral Agent.


 


In the absence of bad faith on the part of the
Collateral Agent, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon any request, instruction, certificate, opinion or other document furnished to the Collateral Agent, reasonably believed
by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements
of this Agreement; but in the case of a request, instruction, document or certificate which by any provision hereof is specifically required
to be furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same in accordance with the requirements
of this Agreement to determine that they conform on their face to the form required by such provision. For avoidance of doubt, Collateral
Agent may rely conclusively on the Officer’s Certificate of the Collateral Manager. The Collateral Agent shall not be liable for
any action taken by it in good faith and reasonably believed by it to be within the discretion or 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.


 


Section 11.8     Limitation
of Liability and Collateral Agent Rights. (a)  The Collateral Agent may conclusively rely on and shall be fully protected
in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith
it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Agent may rely conclusively
on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Agent or (b) the
verbal instructions of the Agent.


 


(b)            The
Collateral Agent may consult counsel satisfactory to it with a national reputation in the applicable matter and the advice or opinion
of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.


 


(c)            The
Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or
for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its
willful misconduct, bad faith, reckless disregard or negligent performance or omission of its duties.


 


(d)            The
Collateral Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement)
as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral,
and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this
Agreement) of any of the Collateral.


 


(e)            The
Collateral Agent shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this
Agreement and the other Transaction Documents to which it is a party and no covenants or obligations shall be implied in this Agreement
against the Collateral Agent.


 






    -125-


     


    

 


(f)            The
Collateral Agent shall not be required to expend or risk its own funds in the performance of its duties hereunder.


 


(g)            It
is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for the obligations
of the other parties hereto or any parties to the Collateral.


 


(h)            In
case any reasonable question arises as to its duties hereunder or under any other Transaction Document, the Collateral Agent may, prior
to the occurrence of an Event of Default, request instructions from the Collateral Manager and may, after the occurrence of an Event
of Default, request instructions from the Agent, and shall be entitled at all times to refrain from taking any action unless it has received
written instructions from the Collateral Manager or the Agent, as applicable. The Collateral Agent shall in all events have no liability,
risk or cost for any action taken pursuant to and in compliance with the instruction of the Agent. In no event shall the Collateral Agent
be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even
if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(i)             In
the event that the Collateral Custodian is not the same entity as the Collateral Agent, the Collateral Agent shall not be liable for
the acts or omissions of the Collateral Custodian under this Agreement and shall not be required to monitor the performance of the Collateral
Custodian.


 


(j)             Without
limiting the generality of any terms of this section, the Collateral Agent shall have no liability for any failure, inability or unwillingness
on the part of the Collateral Manager, the Agent or the Borrower to provide accurate and complete information on a timely basis to the
Collateral Agent, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability
for any inaccuracy or error in the performance or observance on the Collateral Agent’s part of any of its duties hereunder that
is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of
any such other party to comply with the terms hereof.


 


(k)            The
Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other document;
provided however, that, if the form thereof is prescribed by this Agreement, the Collateral Agent shall examine the same to determine
whether it conforms on its face to the requirements hereof. The Collateral Agent shall not be deemed to have knowledge or notice of any
matter unless actually known to a Responsible Officer of the Collateral Agent. It is expressly acknowledged by the Borrower, the Collateral
Manager, the Agent and each Lender Agent that application and performance by the Collateral Agent of its various duties hereunder (including,
without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance
upon, data, information and notice provided to it by the Collateral Manager, the Agent, any Lender Agent, the Borrower and/or any related
bank agent, obligor or similar party with respect to the Collateral Obligation, and the Collateral Agent shall have no responsibility
for the accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as it may
deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the part of the Collateral Agent to verify,
investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral
is in default or in compliance with the underlying documents governing or securing such securities, from time to time.


 






    -126-


     


    

 


(l)              The
Collateral Agent may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or, by or
through agents or attorneys, and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent
or attorney appointed hereunder with due care by it. Neither the Collateral Agent nor any of its affiliates, directors, officers, shareholders,
agents or employees will be liable to the Collateral Manager, Borrower or any other Person, except by reason of acts or omissions by
the Collateral Agent constituting bad faith, willful misfeasance, negligence or reckless disregard of its respective duties hereunder.
The Collateral Agent shall in no event have any liability for the actions or omissions of the Borrower, the Collateral Manager, the Agent
or any other Person, nor any liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate,
untimely or incomplete information or data received by it from the Borrower, the Collateral Manager, the Agent or another Person except
to the extent that such inaccuracies or errors are caused by the Collateral Agent’s own bad faith, willful misfeasance, negligence
or reckless disregard of its duties hereunder. The Collateral Agent shall not be liable for failing to perform or delay in performing
its specified duties hereunder which results from or is caused by a failure or delay on the part of the Borrower or the Collateral Manager,
the Agent or another Person in furnishing necessary, timely and accurate information to the Collateral Agent.


 


(m)            The
Collateral Agent shall be under no obligation to exercise or honor any of the rights or powers vested in it by this Agreement or other
Transaction Document at the request or direction of the Agent (or any other Person authorized or permitted to direct the Collateral Agent
hereunder) pursuant to this Agreement or other Transaction Document, unless the Agent (or such other Person) shall have offered the Collateral
Agent security or indemnity reasonably acceptable to the Collateral Agent against costs, expenses and liabilities (including any legal
fees) that might reasonably be incurred by it in compliance with such request or direction.


 


Section 11.9     Tax
Reports. The Collateral Agent shall not be responsible for the preparation or filing of any reports or returns relating to federal,
state or local income taxes with respect to this Agreement, other than in respect of the Collateral Agent’s compensation or for
reimbursement of expenses, except as required by Applicable Law.


 


Section 11.10   Merger
or Consolidation. Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from
any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the properties and assets
of the Collateral Agent substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform
every obligation of the Collateral Agent hereunder, shall be the successor to the Collateral Agent under this Agreement without further
act of any of the parties to this Agreement.


 


Section 11.11   Collateral
Agent Compensation. As compensation for its activities hereunder, the Collateral Agent (in each of its capacities hereunder and as
Securities Intermediary under the Account Control Agreement) shall be entitled to its fees and expenses from the Borrower as set forth
in the Collateral Agent Fee Letter and any other accrued and unpaid expenses (including reasonable attorneys’ fees, costs and expenses)
and indemnity amounts payable by the Borrower or the Collateral Manager, or both but without duplication, to the Collateral Agent and
the Securities Intermediary under the Transaction Documents (including, without limitation, Indemnified Amounts payable under Article XVI)
(collectively, the “Collateral Agent Fees and Expenses”). The Borrower agrees to reimburse the Collateral Agent in accordance
with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred
or made by the Collateral Agent in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement
of any provision hereof or in the other Transaction Documents. The Collateral Agent’s entitlement to receive fees (other than any
previously accrued and unpaid fees) shall cease on the earlier to occur of (i) its removal as Collateral Agent pursuant to Section 11.4
or (ii) the termination of this Agreement.


 






    -127-


     


    

 


Section 11.12     Anti-Terrorism
Laws. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering, the Collateral Agent and Collateral
Custodian are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a
business relationship with the Collateral Agent and the Collateral Custodian. Accordingly, each of the parties agrees to provide to the
Collateral Agent and the Collateral Custodian, upon their reasonable request from time to time such identifying information and documentation
as may be available for such party in order to enable the Collateral Agent and the Collateral Custodian to comply with Applicable Laws
as set forth above.


 


Section 11.13     Erroneous
Payments.


 


(a)            Each
Lender hereby agrees that (i) if the Agent or the Collateral Agent notifies such Lender that the Agent or the Collateral Agent,
as applicable, has determined in its sole discretion that any funds received by such Lender from a Secured Party or any of its respective
Affiliates (a “Payment Recipient”) were erroneously transmitted to, or otherwise erroneously or mistakenly received
by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or
otherwise; individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment
(or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Agent or the
Collateral Agent, as applicable, the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in
same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date that
is two Business Days after the Agent or the Collateral Agent, as applicable, has demanded the return of such Erroneous Payment (or portion
thereof) to the date such amount is repaid to the Agent or the Collateral Agent, as applicable, in same day funds at the greater of the
Federal Funds Rate and a rate determined by the Agent or the Collateral Agent, as applicable, in accordance with banking industry rules on
interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Lender shall not assert
any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with
respect to any demand, claim or counterclaim by the Agent or the Collateral Agent, as applicable, for the return of any Erroneous Payments
received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice
of the Agent or the Collateral Agent to any Lender under this clause (a) shall be conclusive, absent manifest error.


 






    -128-


     


    

 


(b)            Without
limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Agent
or the Collateral Agent, as applicable (or any of their respective Affiliates) (x) that is in a different amount than, or on a different
date from, that specified in a notice of payment sent by the Agent or the Collateral Agent, as applicable (or any of their respective
Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), (y) that was not preceded
or accompanied by an Erroneous Payment Notice, or (z) that such Lender otherwise becomes aware was transmitted, or received, in
error or by mistake (in whole or in part), in each case, (i) (A) in the case of immediately preceding clauses (x) or
(y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an
error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment
or repayment; and (ii) such Lender, or the Agent or the Collateral Agent shall (and shall cause any other recipient that receives
funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent
or the Collateral Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that
it is so notifying the Agent or the Collateral Agent pursuant to this Section 11.13(b).


 


(c)            Each
Lender hereby authorizes the Agent or the Collateral Agent to set off, net and apply any and all amounts at any time owing to such Lender
under any Transaction Document, or otherwise payable or distributable by the Agent or the Collateral Agent to such Lender from any source
under or in connection with the Transaction Documents, against any amount due to the Agent or the Collateral Agent under immediately
preceding clause (a) or under the indemnification provisions of this Agreement.


 


(d)            In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent or the Collateral Agent for any reason, after
demand therefor by the Agent or the Collateral Agent in accordance with immediately preceding clause (a), from any Lender that
has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion
thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s
or the Collateral Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but
not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted
Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent or the Collateral
Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous
Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent
or the Collateral Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and
Assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans
to the Borrower or the Agent, (ii) the Agent or the Collateral Agent as the assignee Lender shall be deemed to acquire the Erroneous
Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent or the Collateral Agent as the assignee Lender shall
become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender
hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under
the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the
Agent or the Collateral Agent may reflect in the applicable register its ownership interest in the Loans subject to the Erroneous Payment
Deficiency Assignment. Subject to Article XV, the Agent or the Collateral Agent may, in its discretion, sell any Loans acquired
pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency
owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Agent or the
Collateral Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds
on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any
Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees
that, except to the extent that the Agent or the Collateral Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous
Payment Deficiency Assignment, and irrespective of whether the Agent or the Collateral Agent may be equitably subrogated, the Agent or
the Collateral Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Secured Party under
the Transaction Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).


 






    -129-


     


    

 


(e)            The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the
Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount
of such Erroneous Payment that is, comprised of funds received by the Agent or Collateral Agent from the Borrower or any other Loan Party
for the purpose of making a payment in respect of the Obligations, in which case such payment shall discharge and otherwise satisfy the
applicable obligation of the Borrower being so paid, prepaid or repaid in accordance with the terms of this Agreement. Notwithstanding
anything to the contrary herein, in connection with any Erroneous Payment (including in connection with any subrogation related thereto),
under no circumstances shall the Collateral Agent be deemed a lender-of-record.


 


(f)            To
the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Agent or the Collateral Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense
based on “discharge for value” or any similar doctrine.


 


(g)            Each
party’s obligations under this Section 11.13 shall survive the resignation or replacement of the Agent or the Collateral
Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under
any Transaction Document.


 






    -130-


     


    

 


ARTICLE XII


 


GRANT
OF SECURITY INTEREST


 


Section 12.1       Borrower’s
Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration
or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower
hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the
benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained Interests), in each case whether
now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively,
the “Collateral”):


 


(a)            all
Collateral Obligations;


 


(b)            all
Related Security;


 


(c)            this
Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower
Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant
to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or
guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach
of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower
Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies
and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not
include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;


 


(d)            all
of the following (the “Account Collateral”):


 


(i)              each
Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time
representing or evidencing any Account or such funds,


 


(ii)            all
investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing
or evidencing such investments,


 


(iii)            all
notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or
any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition
to any of the then existing Account Collateral, and


 


(iv)            all
interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect
of or in exchange for any and all of the then existing Account Collateral;


 






    -131-


     


    

 


(e)             all
additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this
Agreement;


 


(f)             all
Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles,
all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements
and all Uncertificated Securities of the Borrower;


 


(g)            each
Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;


 


(h)             all
of the Borrower’s other personal property; and


 


(i)              all
proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute
property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included,
all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral
Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral.


 


Section 12.2     Borrower
Remains Liable. Notwithstanding anything in this Agreement, (a) except to the extent of the Collateral Manager’s duties
under the Transaction Documents, the Borrower shall remain liable under the Collateral Obligations, Borrower Assigned Agreements and
other agreements included in the Collateral to perform all of its duties and obligations thereunder to the same extent as if this Agreement
had not been executed, (b) the exercise by a Secured Party or the Collateral Agent of any of its rights under this Agreement shall
not release the Borrower or the Collateral Manager from any of their respective duties or obligations under the Collateral Obligations,
Borrower Assigned Agreements or other agreements included in the Collateral, (c) the Secured Parties and the Collateral Agent shall
not have any obligation or liability under the Collateral Obligations, Borrower Assigned Agreements or other agreements included in the
Collateral by reason of this Agreement, and (d) neither the Collateral Agent nor any of the Secured Parties shall be obligated to
perform any of the obligations or duties of the Borrower or the Collateral Manager under the Collateral Obligations, Borrower Assigned
Agreements or other agreements included in the Collateral or to take any action to collect or enforce any claim for payment assigned
under this Agreement.


 


Section 12.3     Release
of Collateral. Until the Obligations have been paid in full (other than contingent Obligations for which no claim has been asserted),
the Collateral Agent may not release any Lien covering any Collateral except for (i) Collateral Obligations sold pursuant to Section 7.10,
(ii) any Related Security identified by the Borrower (or the Collateral Manager on behalf of the Borrower) to the Collateral Agent
so long as the Facility Termination Date has not occurred or (iii) Repurchased Collateral Obligations or Substituted Collateral
Obligation pursuant to Section 7.11.


 






    -132-


     


    

 


In connection with the release
of a Lien on any Collateral permitted pursuant to this Section 12.3 and conducted in the ordinary course of business consistent
with industry standards and practices (including the use of escrows), the Collateral Agent, on behalf of the Secured Parties, will, at
the sole expense of the Borrower, execute and deliver to the Borrower any assignments, bills of sale, termination statements and any
other releases and instruments as the Borrower may reasonably request in order to effect the release and transfer of such Collateral;
provided, that the Collateral Agent, on behalf of the Secured Parties, will make no representation or warranty, express or implied,
with respect to any such Collateral in connection with such sale or transfer and assignment.


 


ARTICLE XIII


 


EVENT
OF DEFAULTS


 


Section 13.1     Event
of Defaults. Each of the following shall constitute an Event of Default under this Agreement:


 


(a)            any
default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower hereunder,
including any Interest on any Loan, any fee, in each case, which default shall continue for five (5) Business Days;


 


(b)            the
Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction
Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7,
Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22
as to each of which no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied for a period
of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be
remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the
Borrower or the Collateral Manager acquires knowledge thereof;


 


(c)            any
representation or warranty of the Borrower made or deemed to have been made hereunder or in any other Transaction Document or any other
writing or certificate furnished by or on behalf of the Borrower to the Agent, any Lender Agent or any Lender for purposes of or in connection
with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any
material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure
can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied
shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower
or the Collateral Manager acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of
any representation or warranty relating to the “eligibility” of any Collateral Obligation either (i) the Borrower complies
with its obligations in Section 7.11 with respect to such Collateral Obligation or (ii) after giving effect to the resulting
change in the Collateral Obligation Amount with respect to such Collateral Obligation, a Borrowing Base Deficiency does not exist;


 


(d)            an
Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder;


 






    -133-


     


    

 


(e)            other
than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for
(x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen
(13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency,
an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing
Base Deficiency is complete within thirty (30) days of the applicable trade date and no distributions are made to the Borrower or the
Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending;


 


(f)            (i) the
Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the
Borrower (other than a Permitted Lien), or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to
any of the assets of the Borrower, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets;


 


(g)            (i) any
Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms),
in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of
the Borrower; or (ii) the Borrower or the Collateral Manager or any Affiliate thereof shall, directly or indirectly, contest in
any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest
securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority,
for Permitted Liens) against the Borrower;


 


(h)            a
Collateral Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition
thereof;


 


(i)             the
Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000
or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise)
and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such
Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or any other event,
shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument
if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared
to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased,
or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated
maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment)
shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness
if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis;


 


(j)              a
Change of Control shall have occurred;


 



 






    -134-


     


    

 


(k)            the
Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the
1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company”
within the meaning of the 1940 Act;


 


(l)              failure
on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance
of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction
Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction
Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses
in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and
distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business
Days if the failure is solely from an administrative error or omission;


 


(m)            (i) failure
of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior
written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided
that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace
any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager;


 


(n)            the
Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction
Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise
of their sole and absolute discretion;


 


(o)            any
court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not
be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the
Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable,
has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion
of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days
after the making thereof;


 


(p)            the
Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other
reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into
the Equityholder upon an Insolvency Event with respect to the Equityholder; or


 


(q)            failure
to pay, on the Facility Termination Date, all outstanding Obligations.


 






    -135-


     


    

 


Section 13.2     Effect
of Event of Default.


 


(a)            Optional
Termination. Upon notice by the Collateral Agent, acting solely at the direction of the Agent or the Majority Lenders, that an Event
of Default (other than an Event of Default described in Section 13.1(d)) has occurred, the Revolving Period will automatically
terminate and no Revolving Loans will thereafter be made, and the Collateral Agent, acting solely at the direction of the Agent or the
Majority Lenders, may declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and
payable, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and
become immediately due and payable, without further notice, demand or presentment (all of which are hereby expressly waived by the Borrower)
and the Facility Termination Date shall be deemed to have occurred.


 


(b)            Automatic
Termination. Upon the occurrence of an Event of Default described in Section 13.1(d), the Facility Termination Date shall
be deemed to have occurred automatically, and all outstanding Loans under this Agreement and all other Obligations under this Agreement
shall become immediately and automatically due and payable, all without presentment, demand, protest or notice of any kind (all of which
are hereby expressly waived by the Borrower).


 


Section 13.3     Rights
upon Event of Default. If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall
at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of
the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do
one or more of the following (subject to Section 13.9):


 


(a)            institute
proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by
declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys
adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction
Document;


 


(b)            exercise
any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of
the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and


 






    -136-


     


    

 


(c)            require
the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral
as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place
to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without
notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any
of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that,
to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public
sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not
be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction
of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral
Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any
amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part
of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by
the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration
of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding
anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract
for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of
the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral
by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering
written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice
shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such
purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated
Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above,
for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received
no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any
Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or
Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation
or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled
to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).


 


Section 13.4     Collateral
Agent May Enforce Claims Without Possession of Notes.  All rights of action and of asserting claims under the Transaction
Documents, may be enforced by the Collateral Agent without the possession of the Notes or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by the Collateral Agent shall be brought in its own name
as Collateral Agent and any recovery of judgment, subject to the payment of the reasonable, out-of-pocket and documented expenses, disbursements
and compensation of the Collateral Agent each predecessor Collateral Agent and their respective agents and attorneys, shall be for the
ratable benefit of the holders of the Notes and other Secured Parties.


 


Section 13.5     Collective
Proceedings.  In any proceedings brought by the Collateral Agent to enforce the Liens under the Transaction Documents (and
also any proceedings involving the interpretation of any provision of any Transaction Document), the Collateral Agent shall be held to
represent all of the Secured Parties, and it shall not be necessary to make any Secured Party a party to any such proceedings.


 






    -137-


     


    

 


Section 13.6     Insolvency
Proceedings.  In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person
having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or
state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor
or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the
creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall
have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject
to Section 13.9(a), by intervention in such proceedings or otherwise:


 


(a)            to
file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts
owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral
Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and
all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by
its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings;


 


(b)            unless
prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election
of a trustee, a standby trustee or person performing similar functions in any such proceedings;


 


(c)            to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Secured Parties on their behalf; and


 


(d)            to
file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its
property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is
hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral
Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall
be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each
predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.


 






    -138-


     


    

 


Section 13.7     Delay
or Omission Not Waiver.  No delay or omission of the Collateral Agent or of any other Secured Party to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by this Section 13.7 or by law to the Collateral Agent or to the
other Secured Parties may be exercised from time to time, and as often as may be deemed expedient, by the Collateral Agent or by the
other Secured Parties, as the case may be.


 


Section 13.8     Waiver
of Stay or Extension Laws.  The Borrower waives and covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force (including filing a voluntary petition under Chapter 11 of the Bankruptcy Code and by
the voluntary commencement of a proceeding or the filing of a petition seeking winding up, liquidation, reorganization or other relief
under any bankruptcy, insolvency, receivership or similar law now or hereafter in effect), which may affect the covenants, the performance
of or any remedies under this Agreement; and the Borrower (to the extent that it may lawfully do so) hereby expressly waives all benefits
or advantages of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the
Collateral Agent, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


Section 13.9     Limitation
on Duty of Collateral Agent in Respect of Collateral. (a) Beyond the safekeeping of the documents delivered to it pursuant to
Article XVIII hereof, neither the Collateral Agent nor the Collateral Custodian shall have any duty as to any Collateral
in its possession or control or in the possession or control of any Lender Agent or bailee or any income thereon or as to preservation
of rights against prior parties or any other rights pertaining thereto and neither the Collateral Agent nor the Collateral Custodian
shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office
at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Neither the Collateral
Agent nor the Collateral Custodian shall be liable or responsible for any misconduct, negligence or loss or diminution in the value of
any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent, attorney or bailee selected
by the Collateral Agent or the Collateral Custodian in good faith and with due care hereunder.


 


(b)            Neither
the Collateral Agent nor the Collateral Custodian shall be responsible for the existence, genuineness or value of any of the Collateral
or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law
or by reason of any action or omission to act on its part hereunder, or for insuring the Collateral or for the payment of taxes, charges,
assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.


 


(c)            Neither
the Collateral Agent nor the Collateral Custodian shall have any duty to act outside of the United States in respect of any Collateral
located in any jurisdiction other than the United States.


 






    -139-


     


    

 


Section 13.10     Power
of Attorney. (a)  The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full
power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies
provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers:
(i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers
of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value
all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition,
the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto,
and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless,
if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other
disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments
as may be designated in any such request.


 


(b)            No
person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by
clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action
described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is
intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the
Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance
upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled
with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents
have been paid in full and the Collateral Agent has provided its written consent thereto.


 


(c)            Notwithstanding
anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after
the occurrence of an Event of Default.


 


Section 13.11     Purchase
Right. It is understood that the Equityholder, the Collateral Manager, or any of their respective Affiliates may submit its bid for
the Collateral or any portion thereof as a combined bid with the bids of other members of a group of bidders, and shall have the right
to find bidders to bid on the Collateral or any portion thereof.


 


ARTICLE XIV


 


THE
AGENT


 


Section 14.1     Appointment.
Each Lender and each Lender Agent hereby irrevocably designates and appoints Société Générale as Agent hereunder
and under the other Transaction Documents, and authorizes the Agent to take such action on its behalf under the provisions of this Agreement
and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Agent by the
terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each
Lender in each Lender Group hereby irrevocably designates and appoints the Lender Agent for such Lender Group as the agent of such Lender
under this Agreement, and each such Lender irrevocably authorizes such Lender Agent, as the agent for such Lender, to take such action
on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such
duties thereunder as are expressly delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents,
together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, neither the Agent nor any Lender Agent (the Agent and each Lender Agent being referred to in this Article as a “Note
Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement
or otherwise exist against any Note Agent.


 






    -140-


     


    

 


Section 14.2     Delegation
of Duties. Each Note Agent may execute any of its duties under this Agreement and the other Transaction Documents by or through its
subsidiaries, affiliates, agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. No Note Agent shall be responsible for the negligence or misconduct of any Lender Agents or attorneys-in-fact selected by
it with reasonable care.


 


Section 14.3     Exculpatory
Provisions. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction
Documents, and its duties hereunder shall be administrative in nature. No Note Agent (acting in such capacity) nor any of its directors,
officers, agents or employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or them or any Person
described in Section 14.2 under or in connection with this Agreement or the other Transaction Documents (except, solely with
respect to liability to the Borrower, for its, their or such Person’s own gross negligence or willful misconduct as finally judicially
determined by a court of competent jurisdiction), or (b) responsible in any manner to any Person for any recitals, statements, representations
or warranties of any Person (other than itself) contained in the Transaction Documents or in any certificate, report, statement or other
document referred to or provided for in, or received under or in connection with, the Transaction Documents or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of the Transaction Documents or any other document furnished in connection
therewith or herewith, or for any failure of any Person (other than itself or its directors, officers, agents or employees) to perform
its obligations under any Transaction Document or for the satisfaction of any condition specified in a Transaction Document. Except as
otherwise expressly provided in this Agreement, no Note Agent shall be under any obligation to any Person to ascertain or to inquire
as to the observance or performance of any of the agreements or covenants contained in, or conditions of, the Transaction Documents,
or to inspect the properties, books or records of the Borrower or the Collateral Manager.


 






    -141-


     


    

 


Section 14.4     Reliance
by Note Agents. Each Note Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order
or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including counsel to each of the Lenders), Independent Accountants and
other experts selected by such Note Agent. Each Note Agent shall in all cases be fully justified in failing or refusing to take any action
under this Agreement, any other Transaction Document or any other document furnished in connection herewith or therewith unless it shall
first receive such advice or concurrence of the Lenders, as it deems appropriate, or it shall first be indemnified to its satisfaction
(i) in the case of the Agent, by the Lenders or (ii) in the case of a Lender Agent, by the Lenders in its Lender Group, against
any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent
shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Transaction Documents
or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request
and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Each Lender Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement, the other Transaction Documents or any other document
furnished in connection herewith or therewith in accordance with a request of the Lenders in its Lender Group holding greater than 50%
of the outstanding Loans held by such Lender Group, and such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders in such Lender Group.


 


Section 14.5     Notices.
No Note Agent shall be deemed to have knowledge or notice of the occurrence of any breach of this Agreement or the occurrence of any
Event of Default unless it has received notice from the Collateral Manager, the Borrower or any Lender, referring to this Agreement and
describing such event. In the event that any Lender Agent receives such a notice, it shall promptly give notice thereof to the Lenders
in its Lender Group. The Agent shall take such action with respect to such event as shall be reasonably directed in writing by the Required
Lenders, and each Lender Agent shall take such action with respect to such event as shall be reasonably directed by Lenders in its Lender
Group holding greater than 50% of the outstanding Loans held by such Lender Group; provided, that unless and until such Note Agent
shall have received such directions, such Note Agent may (but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such event as it shall deem advisable in the best interests of the Lenders or of the Lenders in its Lender Group,
as applicable.


 


Section 14.6     Non-Reliance
on Note Agents. The Lenders expressly acknowledge that no Note Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representations or warranties to it and that no act by any Note Agent hereafter taken, including any review
of the affairs of the Borrower or the Collateral Manager, shall be deemed to constitute any representation or warranty by such Note Agent
to any Lender. Each Lender represents to each Note Agent that it has, independently and without reliance upon any Note Agent or any other
Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and creditworthiness of the Borrower, the Collateral Manager, and the Collateral
Obligations and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon any Note Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking
action under any of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the Borrower, the Collateral Manager, and the Collateral
Obligations. Except as expressly provided herein, no Note Agent shall have any duty or responsibility to provide any Lender with any
credit or other information concerning the Collateral or the business, operations, property, prospects, financial and other condition
or creditworthiness of the Borrower, the Collateral Manager or the Lenders which may come into the possession of such Note Agent or any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates.


 






    -142-


     


    

 


In no event shall any Note
Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited
to, lost profits, even if such Note Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
In no event shall such Note Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances
beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the
providing of the services contemplated by this Agreement.


 


Section 14.7     Indemnification.
The Lenders agree to indemnify the Agent and its officers, directors, employees, representatives and agents (to the extent not reimbursed
by the Borrower or the Collateral Manager under the Transaction Documents, and without limiting the obligation of such Persons to do
so in accordance with the terms of the Transaction Documents), ratably according to the outstanding amounts of their Loans from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever (including the reasonable fees and disbursements of counsel for the Agent or the affected Person in connection
with any investigative, or judicial proceeding commenced or threatened, whether or not the Agent or such affected Person shall be designated
a party thereto) that may at any time be imposed on, incurred by or asserted against the Agent or such affected Person as a result of,
or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereunder or under the Transaction
Documents or any other document furnished in connection herewith or therewith.


 


Section 14.8     Successor
Note Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, whereupon such
successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor
agent, effective upon its acceptance of such appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated,
without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective
Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting
the qualifications set forth in this Agreement. Whether or not a successor has been appointed, such resignation shall become effective
in accordance with such notice on the Resignation Effective Date. In addition, prior to any assignment or participation by Société
Générale of any interest in its Commitment which, in either case, after giving effect to such assignment or participation
would result in Société Générale holding (unparticipated) less than 25% of the Facility Amount, the Required
Lenders shall be permitted to appoint a new Agent with the consent of the Collateral Manager (such consent not to be unreasonably withheld,
delayed or conditioned). With effect from the Resignation Effective Date (i) the retiring Agent shall be discharged from its duties
and obligations hereunder and under the other Transaction Documents and (ii) except for any indemnity payments owed to the retiring
Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to
each Lender Agent directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon acceptance
of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring Agent (other than liabilities of such retiring or removed Agent arising from or related to acts
or omissions of such Agent prior to such acceptance and other than any rights to indemnity payments owed to the retiring or removed Agent),
and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents.
Any Lender Agent may resign as Lender Agent upon ten days’ notice to the Lenders in its Lender Group and the Agent (with a copy
to the Borrower) with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Lender
Agent pursuant to this Section 14.8. If a Lender Agent shall resign as Lender Agent under this Agreement, then Lenders in
its Lender Group holding greater than 50% of the outstanding Loans held by such Lender Group shall appoint a successor agent for such
Lender Group. After any Note Agent’s resignation hereunder, the provisions of this Article XIV shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was a Note Agent under this Agreement. No resignation of any Note Agent
shall become effective until a successor Note Agent shall have assumed the responsibilities and obligations of such Note Agent hereunder;
provided, that in the event a successor Note Agent is not appointed within 60 days after such notice of its resignation is given
as permitted by this Section 14.8, the applicable Note Agent may petition a court for its removal.


 






    -143-


     


    

 


Section 14.9     Note
Agents in their Individual Capacity. Each Note Agent and its Affiliates may make loans to, accept deposits from and generally engage
in any kind of business with the Borrower or the Collateral Manager as though such Note Agent were not a Lender Agent hereunder. Any
Person which is a Note Agent may act as a Note Agent without regard to and without additional duties or liabilities arising from its
role as such administrator or agent or arising from its acting in any such other capacity.


 


Section 14.10     Borrower
Procedural Review. The Borrower shall, at the Borrower’s expense, retain Protiviti, Inc. or another nationally recognized
audit firm acceptable to the Agent in its sole discretion to conduct and complete a procedural review of the Collateral Obligations in
compliance with the standards set forth on Exhibit B hereto once every 12-month period at the request of the Agent. The Borrower
shall promptly forward the results of such audit to the Collateral Manager.


 






    -144-


     


    

 



 


Section 14.11     Certain
ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to,
and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of, the Agent and its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or the Collateral Manager or their respective Affiliates, that at least one of the following is and will be true:


 


(i)            such
Lender is not using Plan Assets with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Commitments, or this Agreement,


 


(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Commitments and this Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of
Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of
PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Commitments and this Agreement, or


 


(iv)           such
other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.


 


(b)            In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower or the Collateral Manager
or their respective Affiliates, that neither the Agent nor any of its Affiliates is a fiduciary with respect to the assets of such Lender
involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and
this Agreement (including in connection with the reservation or exercise of any rights by the Agent under this Agreement, any Transaction
Document or any documents related hereto or thereto).


 






    -145-


     


    

 


ARTICLE XV


 


ASSIGNMENTS


 


Section 15.1     Restrictions
on Assignments. Except as specifically provided herein, the Borrower may not assign any of its rights or obligations hereunder or
any interest herein without the prior written consent of the Agent and the Majority Lenders in their respective sole discretion and any
attempted assignment in violation of this Section 15.1 shall be null and void.


 


Section 15.2     Documentation.
In connection with any permitted assignment, each Lender shall deliver to each assignee an assignment, in such form as such Lender and
the related assignee may agree, duly executed by such Lender assigning any such rights, obligations, Loan or Note to the assignee; and
such Lender shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee
may reasonably request, in order to perfect, protect or more fully evidence the assignee’s right, title and interest in and to
the items assigned, and to enable the assignee to exercise or enforce any rights hereunder or under the Notes evidencing such Loan.


 


Section 15.3     Rights
of Assignee. Upon the foreclosure of any assignment of any Loans made for security purposes, or upon any other assignment of any
Loan from any Lender pursuant to this Article XV, the respective assignee receiving such assignment shall have all of the
rights of such Lender hereunder with respect to such Loans and all references to the Lender or Lenders in Sections 4.3 or 5.1
shall be deemed to apply to such assignee.


 


Section 15.4     Assignment
by Lenders. So long as no Event of Default or Collateral Manager Event of Default has occurred and is continuing, no Lender may make
any assignment, and no such assignment shall be permitted without the prior written consent of the Borrower, provided, that the
prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to
another Lender hereunder; (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent or to a third
party pursuant to the terms of a Liquidity Agreement (but so long as no Event of Default exists, other than a Competitor), or (iv) by
any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided
further that, in each case, except with the written consent of the Borrower so long as no Event of Default or Collateral Manager
Event of Default has occurred and is continuing, such assignment does not result in the Agent holding less than 51% of the Commitments.
Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise.


 


No party to this Agreement
shall allow any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established
securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or
the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign
or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market
or any such secondary market or the substantial equivalent thereof.


 






    -146-


     


    

 


Section 15.5     Participations;
Pledge. (a)  At any time and from time to time, each Lender may, in accordance with Applicable Law, at any time grant participations
in all or a portion of its Note and/or its interest in the Loans and other payments due to it under this Agreement to any Person (but
so long as no Event of Default exists, other than a Competitor) (each, a “Participant”). Each Lender hereby acknowledges
and agrees that (A) any such participation will not alter or affect such Lender’s direct obligations hereunder, and (B) none
of the Borrower, the Collateral Manager, the Agent, any Lender Agent, any Lender, the Collateral Agent nor the Collateral Manager shall
have any obligation to have any communication or relationship with any Participant. The Borrower agrees that each Participant shall be
entitled to the benefits of Section 4.3 and Section 5.1 (subject to the requirements and limitations therein,
including the requirements under Section 4.3(f) (it being understood that the documentation required under Section 4.3(f) shall
be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to this Article XV; provided that such Participant (A) agrees to be subject to the provisions of Section 17.16
as if it were an assignee under this Article XV; and (B) shall not be entitled to receive any greater payment under
Section 4.3 or Section 5.1, with respect to any participation, than its participating Lender would have been
entitled to receive, except to the extent that such entitlement to receive a greater payment results from a change in any Applicable
Law that occurs after the Participant acquired the applicable participation provided, that with respect to any greater payment
under Section 5.1, such Participant shall not be entitled to receive any greater payment than its participating Lender would
have been entitled to receive unless the Borrower has consented to such participation. Each Lender that sells a participation agrees,
at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 17.16(b) with
respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 17.1
as though it were a Lender.


 


(b)            Notwithstanding
anything in Section 15.5(a) to the contrary, each Lender may pledge its interest in the Loans and the Notes to any Federal
Reserve Bank as collateral in accordance with Applicable Law without the prior written consent of any Person.


 


(c)            Notwithstanding
any other provision of this Section 15.5 and subject to Section 15.4, (i) any Conduit Lender may at any
time pledge or grant a security interest in all or any portion of its interest in, to and under any Loan, this Agreement or any other
Transaction Document to a collateral trustee (or similar security trustee) for its commercial paper program, without notice to or consent
of the Borrower or the Agent; provided that, no such pledge or grant of a security interest shall release such Conduit Lender
from any of its obligations hereunder, or substitute any such pledgee or grantee for such Conduit Lender as a party hereto.


 


(d)            Each
Lender that sells a participation shall, acting solely for this purpose as a Lender Agent of the Borrower, maintain a register on which
it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest
in the obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or
any information relating to a Participant’s interest in any obligations under any Transaction Document) except to the extent that
such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility
for maintaining a Participant Register.


 






    -147-


     


    

 


ARTICLE XVI


 


INDEMNIFICATION


 


Section 16.1     Borrower
Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall
indemnify and hold harmless on an after-Tax basis the Lender, the Collateral Agent, the Collateral Custodian, the Securities Intermediary
and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact
and successors in interest (collectively the “Indemnitees”) from and against any and all liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and
documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing
being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by
any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such
Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations
under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and
administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred
on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the
Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation,
investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party
or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement
or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities
in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee
shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction
Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof).


 


Section 16.2     Waiver
of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives,
any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document or any
agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof.


 






    -148-


     


    

 


Section 16.3     Contribution.
If for any reason (other than the exclusions set forth in the first paragraph of Section 16.1) the indemnification provided
above in Section 16.1 is unavailable to an Indemnitee or is insufficient to hold an Indemnitee harmless, then the Borrower
agrees to contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect not only the relative benefits received by such Indemnitee, on the one hand, and the Borrower and its Affiliates,
on the other hand, but also the relative fault of such Indemnitee, on the one hand, and the Borrower and its Affiliates, on the other
hand, as well as any other relevant equitable considerations.


 


Section 16.4     Net
After-Tax Basis. Indemnification under Section 16.1 and Section 16.2 shall be in an amount necessary to make
the Indemnitee whole after taking into account any Tax consequences, on a net after-Tax basis (including, for example, taking into account
the deductibility of an applicable underlying damage, cost or expense) to the Indemnitee of the receipt of the indemnity provided hereunder
(or of the incurrence of such applicable underlying damage, cost or expense), including the effect of such Tax or refund on the amount
of Tax measured by net income or profits that is or was payable by the Indemnitee.


 


ARTICLE XVII


 


MISCELLANEOUS


 


Section 17.1     No
Waiver; Remedies. No failure on the part of any Lender, the Agent, the Collateral Agent, the Collateral Custodian, any Lender Agent,
any Indemnitee or any Affected Person to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise by any of them of any right, power or remedy hereunder preclude any other
or further exercise thereof, or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law. Without limiting the foregoing, each Lender is hereby authorized by the Borrower during the
existence of an Event of Default, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at any time owing by it to or for the credit or the account
of the Borrower to the amounts owed by the Borrower under this Agreement, to the Agent, the Collateral Agent, any Lender Agent, any Affected
Person, any Indemnitee or any Lender or their respective successors and assigns.


 


Section 17.2     Amendments,
Waivers. (a) This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance
with the provisions of this Section 17.2. The Borrower and the Agent may, upon written notice to the Collateral Manager and
each Lender Agent, from time to time enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding
any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as
may be specified in such instrument, any of the requirements of this Agreement; provided, that no such amendment, supplement,
waiver or modification shall (i) reduce the amount of or extend the maturity of any payment with respect to a Revolving Loan or
reduce the rate or extend the time of payment of Interest thereon, or reduce or alter the timing of any other amount payable to any Revolving
Lender hereunder, in each case without the consent of each Lender affected thereby, (ii) amend, modify or waive any provision of
this Section 17.2 or Section 17.11, or reduce the percentage specified in the definition of Required Lenders,
in each case without the written consent of all Revolving Lenders, (iii) amend, modify or waive any provision adversely affecting
the obligations or duties of the Collateral Agent or the Collateral Custodian, in each case without the prior written consent of the
Collateral Agent or the Collateral Custodian, as applicable, (iv) amend, modify or waive any provision adversely affecting the obligations
or duties of the Agent, in each case without the prior written consent of the Agent, (v) amend, modify or waive any provision adversely
affecting the obligations or duties of the Collateral Custodian, in each case without the prior written consent of the Collateral Custodian,
(vi) constitute a Fundamental Amendment without the prior written consent of each Lender, (vii) waive any Event of Default
or Collateral Manager Event of Default without the prior written consent of the Majority Lenders or (viii) materially affect the
rights or duties of the Collateral Manager unless the Collateral Manager has consented thereto. Any waiver of any provision of this Agreement
shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed
to be a waiver of any other provision of this Agreement.


 






    -149-


     


    

 


(b)            Notwithstanding
anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as
applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then:


 


(x)           if
a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any
Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action
or consent of any other party to, this Agreement or any other Transaction Document and


 


(y)          if
a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for
such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction
Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day
after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent
of any other party to, this Agreement or any other Transaction Document so long as the Agent has not received, by such time, written
notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


(c)            In
connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing
such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this
Agreement or any other Transaction Document.


 






    -150-


     


    

 


(d)            The
Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in
Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the
effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant
to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision
or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to Section 17.2 including
any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date
and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and
may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document,
except, in each case, as expressly required pursuant to Section 17.2.


 


(e)            Notwithstanding
anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of
a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (A) any
tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected
by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided
a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative,
then the Agent may modify the definition of “Accrual Period” for any Benchmark settings at or after such time to remove such
unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is
subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or
is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement),
then the Agent may modify the definition of “Accrual Period” for all Benchmark settings at or after such time to reinstate
such previously removed tenor.


 


(f)            Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any Loan Request
for a Dollar Loan , conversion to or continuation of Dollar Loans to be made, converted or continued during any Benchmark Unavailability
Period and, failing that, the Borrower will be deemed to have converted any such Loan Request into a request for a Dollar Loan of or
conversion to the Alternate Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark
is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark,
as applicable, will not be used in any determination of Alternate Base Rate.


 






    -151-


     


    

 


(g)            Other
than with respect to a Benchmark Transition Event or an Early Opt-in Election or under the circumstances described in clause (h) below,
if the Agent determines, for any proposed Accrual Period, that: (i) deposits in Dollars are not being offered to banks in the applicable
offshore market for the applicable amount and Accrual Period of any Loan; or (ii) the LIBOR Rate does not adequately or fairly reflect
the cost to the Lenders of funding or maintaining any Loan, then: (A) the Agent shall forthwith notify the Lenders and the Borrower;
and (B) while such circumstances exist, none of the Lenders shall allocate any Loans made during such period, or reallocate any
Loans in the applicable Eligible Currency (other than GBP) allocated to any then-existing Accrual Period ending during such period, to
an Accrual Period with respect to which interest is calculated by reference to the LIBOR Rate. If, with respect to any outstanding Accrual
Period, a Lender notifies the Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase
or maintenance of such Loans or that the LIBOR Rate applicable to such Loans will not adequately reflect the cost to the Person of funding
or maintaining such Loans for such Accrual Period, then: (x) the Agent shall forthwith so notify the Borrower and the Lenders; and
(y) upon such notice and thereafter while such circumstances exist, the applicable Lender shall not make any Loans in the applicable
Eligible Currency (other than GBP) during such period or reallocate any Loans allocated to any Accrual Period ending during such period,
to an Accrual Period with respect to which interest is calculated by reference to the LIBOR Rate; provided that, (I) if the
forgoing notice relates to Loans that are outstanding, such Loans shall be converted Loans of the Alternate Base Rate only on the last
day of the then-current Accrual Period, and (II) upon receipt of such notice, the Borrower may revoke any outstanding Loan Requests
for Loans of the applicable Eligible Currency (other than GBP).


 


(h)            Notwithstanding
anything to the contrary in this Agreement or any other Transaction Document, if the Agent determines (which determination shall be conclusive
absent manifest error), or the Borrower or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to the
Borrower) that the Borrower or Required Lenders (as applicable) have determined solely with respect to an Eligible Currency other than
Dollars and GBP, that:


 


a.            adequate
and reasonable means do not exist for ascertaining the relevant Applicable Interest Rate for any requested Accrual Period, because the
applicable screen rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


b.            the
administrator of the LIBOR screen rate or a governmental authority having jurisdiction over the Agent has made a public statement identifying
a specific date after which the relevant Applicable Interest Rate or the applicable screen rate shall no longer be made available, or
used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or


 


c.            syndicated
loans denominated in the applicable Eligible Currency (other than GBP) currently being executed, or that include language similar to
that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to
replace the relevant Applicable Interest Rate;


 






    -152-


     


    

 


then, reasonably promptly after such determination
by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement to replace the
Applicable Interest Rate with respect to such Eligible Currency (other than GBP) with an alternate benchmark rate (including any mathematical
or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention
for similar syndicated credit facilities denominated in such Eligible Currency (other than GBP) for such alternative benchmarks (any
such proposed rate, a “Eligible Currency LIBOR Successor Rate”), together with any proposed Eligible Currency LIBOR
Successor Rate Conforming Changes and notwithstanding anything to the contrary in Section 17.2, any such amendment shall
become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent shall have posted such proposed amendment
to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written
notice that such Required Lenders do not accept such amendment.


 


If no Eligible Currency LIBOR Successor Rate
has been determined and the circumstances under clause (g) above exist or the Scheduled Unavailability Date has occurred
(as applicable), the Agent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders
to make or maintain Multicurrency Loans in such Eligible Currency (other than GBP) shall be suspended (to the extent of the affected
Multicurrency Loans or Accrual Periods); provided that this Section 17.2(h) shall not be construed to require the Borrower
to repay any outstanding Loan denominated in such Eligible Currency (other than GBP).  Upon receipt of such notice, then notwithstanding
any provision of this Agreement to the contrary, Borrower may (x) revoke any pending Loan Request for Multicurrency Loans in such
Eligible Currency (to the extent of the affected Multicurrency Loans or Accrual Periods) or (y) convert such outstanding Loans to
Dollar Loans (which, for the avoidance of doubt, would be subject to the Dollar LIBOR Rate or Dollar LIBOR Successor Rate, as applicable),
and failing any election under the foregoing clauses (x) or (y), will be deemed to have converted such request into a Loan Request
for Multicurrency Loans based off the Alternate Base Rate in the amount specified therein.


 


Notwithstanding anything else herein, any definition
of Eligible Currency LIBOR Successor Rate shall provide that in no event shall such Eligible Currency LIBOR Successor Rate be less than
zero (0) for purposes of this Agreement.


 


Notwithstanding anything to the contrary herein,
this Section 17.2 shall not apply to any Loans in GBP. Any replacement of the reference rate with respect to GBP Loans shall
be governed by and subject to Section 17.24.


 


Section 17.3     Notices,
Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and shall be
personally delivered or sent by certified mail, postage prepaid, or by email, to the intended party at the address or email address of
such party set forth under its name on Annex A or at such other address or email address as shall be designated by such party
in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered,
when received, (b) if sent by certified mail, three Business Days after having been deposited in the mail, postage prepaid, (c) if
sent by overnight courier, one Business Day after having been given to such courier, and (d) if transmitted by electronic means,
except that notices and communications pursuant to Section 2.2, shall not be effective until received.


 






    -153-


     


    

 


The Collateral Agent (in each
of its capacities) and the Collateral Custodian each agrees to accept and act upon instructions or directions pursuant to this Agreement
or any document executed in connection herewith sent by unsecured email or other similar unsecured electronic methods, in each case,
of an executed instruction or direction (which may be in the form of a .pdf file); provided, however, that the Collateral Agent and the
Collateral Custodian shall have received an incumbency certificate listing such person as a person designated to provide such instructions
or directions, which incumbency certificate may be amended whenever a person is added or deleted from the listing. If such person elects
to give the Collateral Agent or the Collateral Custodian email (or instructions by a similar electronic method) and the Collateral Agent
or the Collateral Custodian in its discretion elects to act upon such instructions, the Collateral Agent or the Collateral Custodian’s,
as applicable, reasonable understanding of such instructions shall be deemed controlling. Neither Collateral Agent nor the Collateral
Custodian shall be liable for any losses, costs or expenses arising directly or indirectly from their 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 Collateral Agent or the Collateral Custodian, including without limitation the risk of the either
of them acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that
there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security
procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree
of protection in light of its particular needs and circumstances.


 


The Borrower hereby acknowledges
that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public
information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged
in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it
will use commercially reasonable efforts to identify that portion of the materials and information provided by or on behalf of the Borrower
hereunder and under the other Transaction Documents (collectively, “Borrower Materials”) that may be distributed to
the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which,
at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking
Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of U.S. federal
and state securities Applicable Laws (provided, however, that to the extent that such Borrower Materials constitute information,
they shall be subject to Section 9.12); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Side Information;” and (iv) the Agents shall be entitled to treat
any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
 “Public Side Information”. Each Public Lender will designate one or more representatives that shall be permitted to receive
information that is not designated as being available for Public Lenders.


 






    -154-


     


    

 


Section 17.4     Costs
and Expenses. In addition to the rights of indemnification granted under Section 16.1, the Borrower agrees to pay on
demand all reasonable and documented out-of-pocket costs and expenses of the Agent, the Collateral Agent, the Collateral Custodian, the
Lender Agents and the Lenders in connection with the preparation, execution, delivery, syndication and administration of this Agreement,
any liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, in each case,
subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, the Collateral Manager,
the Collateral Custodian and the Agent or the Collateral Agent, and Collateral Custodian Fee Letter, and the Borrower further agrees
to pay all reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any amendments, waivers or consents
executed in connection with this Agreement, including the reasonable fees and out-of-pocket, documented expenses of counsel for the Agent,
the Collateral Agent, the Collateral Custodian, the Lender Agents and the Lenders with respect thereto and with respect to advising the
Agent and the Lenders as to its rights and remedies under this Agreement, and to pay all documented and out-of-pocket costs and expenses,
if any (including reasonable counsel fees and expenses), of the Agent, the Collateral Agent, the Collateral Custodian, the Lender Agents
and the Lenders, in connection with the enforcement against the Collateral Manager or the Borrower of this Agreement or any of the other
Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided, that
the Borrower shall be given prior written notice of any extraordinary expenses in excess of $20,000 and in the case of reimbursement
of (A) counsel for the Lenders other than the Agent, such reimbursement shall be limited to one counsel for all the Agent, the Lender
Agents and Lenders and (B) counsel for the Collateral Agent and Collateral Custodian shall be limited to one counsel for such Persons.
For the avoidance of doubt, the costs and expenses described in this Section 17.4 shall not include Taxes.


 


Section 17.5     Binding
Effect; Survival. This Agreement shall be binding upon and inure to the benefit of Borrower, the Lenders, the Agent, the Lender Agents,
the Collateral Agent, the Collateral Custodian and their respective successors and assigns, and the provisions of Section 4.3,
Article V, and Article XVI shall inure to the benefit of the Affected Persons and the Indemnitees, respectively,
and their respective successors and assigns; provided, nothing in the foregoing shall be deemed to authorize any assignment not
permitted by Article XV. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance
with its terms, and shall remain in full force and effect until (subject to the immediately following sentence) such time when all Obligations
have been finally and fully paid in cash and performed. The rights and remedies with respect to any breach of any representation and
warranty made by the Borrower pursuant to Article IX and the indemnification and payment provisions of Article V.
Article XVI and the provisions of Section 17.10, Section 17.11 and Section 17.12 shall
be continuing and shall survive any termination of this Agreement and any termination of the Collateral Manager.


 






    -155-


     


    

 


Section 17.6     Captions
and Cross References. The various captions (including the table of contents) in this Agreement are provided solely for convenience
of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references
in this Agreement to any Section, Schedule or Exhibit are to such Section of or Schedule or Exhibit to this Agreement,
as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection,
clause or subclause of such Section, subsection or clause.


 


Section 17.7     Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.


 


Section 17.8     GOVERNING
LAW. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.


 


Section 17.9     Counterparts.
This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original but all
of which shall constitute together but one and the same agreement.


 


Section 17.10   WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE BORROWER,
THE EQUITYHOLDER, THE COLLATERAL MANAGER, THE AGENT, THE LENDER AGENTS, THE INVESTORS OR ANY OTHER AFFECTED PERSON. EACH PARTY HERETO
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER
TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS AGREEMENT AND
EACH SUCH OTHER TRANSACTION DOCUMENT.


 


Section 17.11   No
Proceedings. (a)  Notwithstanding any other provision of this Agreement, each of the Collateral Agent, the Collateral Custodian,
each Lender Agent, each Lender and the Agent hereby agrees that it will not institute against the Borrower, or join any other Person
in instituting against the Borrower, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Insolvency
Event) so long as any Loans or other amounts due from the Borrower hereunder shall be outstanding or there shall not have elapsed one
year plus one day since the last day on which any such Loans or other amounts shall be outstanding. The foregoing shall not limit such
Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted
by any Person other than such Person.


 


(b)            Each
of the parties hereto hereby agrees that it will not institute against, or join any other Person in instituting against any Conduit Lender,
any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Insolvency Event) so long as any commercial
paper note issued by such applicable Conduit Lender shall be outstanding or there shall not have elapsed one year plus one day or such
longer preference period as shall then be in effect since the last day on which any such commercial paper notes shall be outstanding.


 






    -156-


     


    

 


(c)            The
provisions of this Section 17.11 are a material inducement for the Secured Parties to enter into this Agreement and the transactions
contemplated hereby and are an essential term hereof.  The parties hereby agree that monetary damages are not adequate for a breach
of the provisions of this Section 17.11 and the Agent may seek and obtain specific performance of such provisions (including
injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium,
winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar laws.
The provisions of this paragraph shall survive the termination of this Agreement.


 


Section 17.12     Limited
Recourse. Notwithstanding any other provision of this Agreement, the obligations of the Borrower under this Agreement are limited
recourse obligations of the Borrower (and not any of its Affiliates or any other party) payable solely from the Collateral in accordance
with Section 8.3 and, following realization of the Collateral, and application of the proceeds thereof in accordance with
Section 8.3 all obligations of and any claims against the Borrower hereunder or in connection herewith after such realization
shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder,
member, manager, agent, partner, principal or incorporator of the Borrower or their respective successors or assigns for any amounts
payable under this Agreement. It is understood that the foregoing provisions of this Section 17.2(a) shall not (i) prevent
recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral
or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by this Agreement until such Collateral
has been realized. It is further understood that the foregoing provisions of this Section 17.2(a) shall not limit the
right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement,
so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced
against the Borrower.


 


No recourse under any obligation,
covenant or agreement of a Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director,
member, manager, employee or agent of any Lender or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement
of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood
that this Agreement is solely a corporate obligation of each Lender, and that no personal liability whatever shall attach to or be incurred
by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates
(solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of a Lender
contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by a Lender of any of such obligations,
covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder,
officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution
of this Agreement.


 






    -157-


     


    

 


Notwithstanding
anything to the contrary in this Agreement or in any of the Transaction Documents, the parties hereto acknowledge that the obligations
of any Conduit Lender arising hereunder are limited recourse obligations payable solely from the unsecured assets of such Conduit Lender
(the “Available Funds”) and, following the application of such Available Funds or the proceeds thereof, any claims
of the parties hereto (and the obligations of such Conduit Lender) shall be extinguished. No recourse shall be had for the payment of
any amount owing under this Agreement against any officer, member, director, employee, security holder or incorporator of any Conduit
Lender or its successors or assigns, and no action may be brought against any officer, member, director, employee, security holder or
incorporator of any Conduit Lender personally; provided that the foregoing shall not relieve any such Persons from any liability
they might otherwise have as a result of fraudulent actions taken or omissions made by them. The parties hereto agree that they will
not petition a court, or take any action or commence any proceedings, for the liquidation or the winding-up of, or the appointment of
an examiner to, any Conduit Lender or any other bankruptcy or insolvency proceedings with respect to such Conduit Lender; provided
that nothing in this sentence shall limit the right of any party hereto to file any claim or otherwise take any action with respect
to any proceeding of the type described in this sentence that was instituted against any Conduit Lender by any Person other than such
party. The provisions of this paragraph shall survive the termination of this Agreement.


 


Each Conduit Lender shall only
be required to pay (a) any fees or liabilities that it may incur under this Agreement only to the extent such Conduit Lender has
Excess Funds on the date of such determination and (b) any expenses, indemnities or other liabilities that it may incur under this
Agreement or any fees, expenses, indemnities or other liabilities under any other Transaction Document only to the extent such Conduit
Lender receives funds designated for such purposes or to the extent it has Excess Funds not required, after giving effect to all amounts
on deposit in its commercial paper account, to pay or provide for the payment of all of its outstanding commercial paper notes and other
amounts in accordance with its applicable transaction documents as of the date of such determination. In addition, no amount owing by
any Conduit Lender hereunder in excess of the liabilities that such Conduit Lender is required to pay in accordance with the preceding
sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against such Conduit
Lender.


 


Section 17.13     ENTIRE
AGREEMENT. THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS EXECUTED AND DELIVERED HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


Section 17.14     Confidentiality.
(a)  The Borrower, the Collateral Manager, the Collateral Custodian, and the Collateral Agent shall hold in confidence, and
not disclose to any Person, the identity of any Lender or the terms of any fees payable in connection with this Agreement except they
may disclose such information (i) to their officers, directors, employees, agents, counsel, accountants, auditors, advisors, prospective
lenders, affiliates, equity investors or representatives, (ii) with the consent of such Lender, (iii) to the extent such information
has become available to the public other than as a result of a disclosure by or through such Person, (iv) to the extent the Borrower,
the Collateral Manager, the Collateral Custodian, or the Collateral Agent or any Affiliate of any of them should be required by any law
or regulation applicable to it (including securities laws) or requested by any Official Body to disclose such information or (v) to
the extent described herein; provided, that in the case of clause (iv) above, such party will use reasonable
efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the Agent of its intention to make any such
disclosure prior to making any such disclosure.


 






    -158-


     


    

 


(b)            The
Agent, the Collateral Agent, the Collateral Custodian, each Lender Agent and each Lender, severally and with respect to itself only,
covenants and agrees that any information about the Borrower or its Affiliates or the Obligors, the Collateral Obligations, the Related
Security or otherwise obtained by the Agent, the Collateral Agent, the Collateral Custodian, such Lender Agent or such Lender pursuant
to this Agreement shall be held in confidence (it being understood that documents provided to the Agent hereunder may in all cases be
distributed by the Agent to the Lenders and Lender Agents) except that the Agent, the Collateral Agent, the Collateral Custodian, such
Lender Agent or such Lender may disclose such information (i) to its affiliates, officers, directors, employees, agents, counsel,
accountants, auditors, advisors, prospective lenders (including any assignee and participant, but so long as no Event of Default exists,
excluding Competitors) or representatives, who shall be obligated to hold such information confidential, (ii) to the extent such
information has become available to the public other than as a result of a disclosure by or through the Agent, the Collateral Agent,
the Collateral Custodian, such Lender Agent or such Lender, (iii) to the extent such information was available to the Agent, such
Lender Agent or such Lender on a non-confidential basis prior to its disclosure to the Agent, such Lender Agent or such Lender hereunder,
(iv) with the consent of the Collateral Manager, (v) to the extent permitted by this Agreement, (vi) on a confidential
basis to any Rating Agency, any commercial paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Lender
or any Person providing financing to, or holding equity interests in, any Conduit Lender, as applicable, and to any officers, directors,
employees, outside accountants and attorneys of any of the foregoing, provided each such Person is informed of the confidential nature
of such information or (vii) to the extent the Agent, such Lender Agent or such Lender should be (A) required in connection
with any legal or regulatory proceeding or (B) requested by any Official Body to disclose such information; provided, that
in the case of clause (vii) above, the Agent, such Lender Agent or such Lender, as applicable, will use reasonable efforts
to maintain confidentiality and will (unless otherwise prohibited by law) notify the Collateral Manager of its intention to make any
such disclosure prior to making any such disclosure.


 


Section 17.15     Non-Confidentiality
of Tax Treatment. All parties hereto agree that each of them and each of their employees, representatives, and other agents may disclose
to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any
kind (including, without limitation, opinions or other tax analyses) that are provided to any of them relating to such tax treatment
and tax structure. “Tax treatment” and “tax structure” shall have the same meaning as such terms have for purposes
of Treasury Regulation Section 1.6011-4; provided that with respect to any document or similar item that in either case contains
information concerning the tax treatment or tax structure of the transaction as well as other information, the provisions of this Section 17.15
shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions
contemplated hereby.


 






    -159-


     


    

 


Section 17.16     Replacement
of Lenders. (a)  If any Lender requests compensation under Section 5.1, or requires the Borrower to pay any
Indemnified Taxes or additional amounts to any Lender or Official Body for the account of any Lender pursuant to Section 4.3,
then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or
booking the Obligations or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.3
or Section 5.1, as the case may be, in the future, and (ii) would not subject such Lender to any material unreimbursed
cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)            At
any time there is more than one Lender, the Borrower shall be permitted, at its sole expense and effort, to replace any Lender, except
(i) the Agent or (ii) any Lender which is administered by the Agent or an Affiliate of the Agent, that (a) requests reimbursement,
payment or compensation for any amounts owing pursuant to Section 4.3 or Section 5.1 or (b) has received
a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts pursuant
to Section 4.3 or Section 5.1, unless such Lender designates a different lending office before such change in
law becomes effective pursuant to Section 17.16(a) and such alternate lending office obviates the need for the Borrower
to make payments of additional amounts pursuant to Section 4.3 or Section 5.1 or (c) has not consented to
any proposed amendment, supplement, modification, consent or waiver, each pursuant to Section 17.2 or (d) becomes a
Defaulting Lender; provided, that (i) nothing herein shall relieve a Lender from any liability it might have to the Borrower
or to the other Lenders for its failure to make any Loan, (ii) the replacement financial institution shall purchase, at par, all
Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iii) during the Revolving Period,
the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Agent, (iv) the replaced
Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.5, (v) until such
time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) for Increased Costs or Indemnified
Taxes, as the case may be, (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Agent
or any other Lender shall have against the replaced Lender, and (vii) if such replacement is being effected as a result of a Lender
requesting compensation pursuant to Section 4.3 or Section 5.1, such replacement, if effected, will result in
a reduction in such compensation or payment thereafter. Notwithstanding anything to the contrary contained herein or in the Fee Letter,
in the event that the Agent or an Affiliate of the Agent takes any action described in the foregoing clauses (a), (b) or (d), the
Borrower may elect to prepay all outstanding Loans and terminate the remaining Commitments hereunder. Notwithstanding anything contained
to the contrary in this Agreement, no Lender removed or replaced under the provisions hereof shall have any right to receive any amounts
set forth in Section 2.5(b) in connection with such removal or replacement. A Lender shall not be required to make any
such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.


 






    -160-


     


    

 


Section 17.17     Consent
to Jurisdiction. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal
court sitting in New York County in any action or proceeding arising out of or relating to the Transaction Documents, and each party
hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York
State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent
they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.


 


Section 17.18     Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Transaction Document or
in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Affected Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the
Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be
bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Transaction Document; or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


Section 17.19     No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection
with any amendment, waiver or other modification hereof or of any other Transaction Document), the Borrower acknowledges and agrees,
and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the
Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the
other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters,
(ii) the services regarding this Agreement provided by the Agent and the Lender are arm’s-length commercial transactions between
the Borrower and its Affiliates, on the one hand, and the Agent or the Lenders, on the other hand, (iii) the Borrower has consulted
its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable
of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other
Transaction Documents; and (b) (i) the Agent and each Lender is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower
or any of its Affiliates, or any other Person; (ii) none of the Agent or the Lenders has any obligation to the Borrower or any of
its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other
Transaction Documents; and (iii) the Agent and the Lenders and their respective Affiliates may be engaged, for their own accounts
or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its
Affiliates, and none of the Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates.
To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of
the Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.


 






    -161-


     


    

 


Section 17.20     USA
Patriot Act. Each Lender Group subject to the USA Patriot Act hereby notifies the Borrower that, pursuant to the requirements of
the USA Patriot Act, it may be required to obtain, verify and record information that identifies the Borrower, which information includes
the name and address of the Borrower and other information that will allow such Lender Group to identify the Borrower in accordance with
the USA Patriot Act.


 


Section 17.21     Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever
currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Transaction Document to such Lender
or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other
Transaction Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch office or Affiliate
of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; The rights of each
Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Agent promptly after
any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and
application.


 






    -162-


     


    

 


Section 17.22     Option
to Acquire Rating. Each party hereto hereby acknowledges and agrees that the Agent (on behalf and at the expense of the requesting
Lender) may, at any time and in its sole discretion, obtain a public or private rating for this loan facility; provided that no
public disclosure of the existence or terms of the Transaction Documents may be made without the prior written consent of the Borrower
and the Collateral Manager. The Borrower and the Collateral Manager hereby agree to use commercially reasonable efforts, at the request
of the Agent, to cooperate with the acquisition and maintenance of any such rating it being understood that the foregoing shall not require
the Borrower or Collateral Manager to incur any expenses or to consent to any amendment or modification of any of the Transaction Documents.Section 17.23     Acknowledgement
Regarding any Supported QFCs.To the extent that this Agreement provides support, through a guarantee or otherwise, for Hedging Agreements
or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC, a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and
QFC Credit Support (with the provisions below applicable notwithstanding that this Agreement and any Supported QFC may in fact be stated
to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 


In the event a Covered Entity
that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that might otherwise apply to such Supported
QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and this Agreement were governed
by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that
rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with
respect to a Supported QFC or any QFC Credit Support.


 


Section 17.24     Certain
Changes with Respect to GBP Loan Reference Rate.


 


(i)            Changes
to SONIA Rate.


 


(A)  If
a Published Rate Replacement Event has occurred in relation to SONIA, any amendment or waiver which relates to:


 


(1)            providing
for the use of a Replacement Reference Rate in place of SONIA; and


 






    -163-


     


    

 


(2)            any
of the following:


 


a.            aligning
any provision of any Transaction Document to the use of that Replacement Reference Rate;


 


b.            enabling
that Replacement Reference Rate to be used for the calculation of interest for GBP Loans under this Agreement (including, without limitation,
any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);


 


c.            implementing
market conventions applicable to that Replacement Reference Rate;


 


d.            providing
for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or


 


e.            adjusting
the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as
a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been
formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that
designation, nomination or recommendation),


 


may be made with the consent of the Agent (acting
on the instructions of the Required Lenders) and the Borrower.


 


(B)            An
amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a GBP Loan under this Agreement
to any recommendation of a Relevant Nominating Body which:


 


(1)            relates
to the use of SONIA on a compounded basis in the international or any relevant domestic syndicated loan markets; and


 


(2)            is
issued on or after the date of this Agreement,


 


may be made with the consent of the Agent (acting
on the instructions of the Required Lenders).


 


(C)            If
any Lender fails to respond to a request for an amendment or waiver described in paragraph (i) or paragraph (B) above
within five (5) Business Days (or such longer time period in relation to any request which the Borrower and the Agent may agree)
of that request being made, it shall be deemed a Defaulting Lender.


 


Section 17.25     Electronic
Signatures. The words “execution,” “signed,” “signature,” and words of like import in this Agreement
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal
effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon,
and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any
party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.


 






    -164-


     


    

 



 


ARTICLE XVIII


 


COLLATERAL
CUSTODIAN


 


Section 18.1     Designation
of Collateral Custodian. The role of Collateral Custodian with respect to the Collateral Obligation Files shall be conducted by the
Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 18.1. Alter Domus (US)
LLC is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and obligations of, Collateral Custodian
pursuant to the terms hereof.


 


Section 18.2     Duties
of the Collateral Custodian.


 


(a)            Duties.
The Collateral Custodian shall perform, on behalf of the Secured Parties, the following duties and obligations:


 


(i)            The
Collateral Custodian, as the duly appointed agent of the Secured Parties, for these purposes, acknowledges that the Collateral Manager
shall deliver, on or prior to the applicable Funding Date (but no more than three (3) Business Days after such Funding Date, except
as set forth in Section 10.20), the Collateral Obligation Files delivered to it for each Collateral Obligation listed on
the Schedule of Collateral Obligations attached to the related Asset Approval Request. The Collateral Custodian acknowledges that in
connection with any Asset Approval Request, additional Collateral Obligation Files (specified on an accompanying Schedule of Collateral
Obligations supplement) may be delivered to the Collateral Custodian from time to time, and that the Collateral Custodian will provide
the Collateral Agent with all information necessary for the Collateral Agent to credit each Collateral Obligation File to the Collection
Account in accordance with the terms hereof. Promptly upon the receipt of any such delivery of Collateral Obligation Files and without
any review, the Collateral Custodian shall send notice of such receipt to the Collateral Manager, the Agent and each Lender Agent.


 


(ii)            With
respect to each Collateral Obligation File which has been or will be delivered to the Collateral Custodian, the Collateral Custodian
is acting exclusively as the custodian of the Secured Parties, and has no instructions to hold any Collateral Obligation File for the
benefit of any Person other than the Secured Parties and undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In so taking and retaining custody of the Collateral Obligation Files, the Collateral Custodian shall be deemed
to be acting for the purpose of perfecting the Collateral Agent’s security interest therein under the UCC. Except upon compliance
with the provisions of Section 18.5, no Collateral Obligation File or other document constituting a part of a Collateral
Obligation File shall be released from the possession of the Collateral Custodian.


 






    -165-


     


    

 


(iii)            The
Collateral Custodian shall maintain continuous custody of all Collateral Obligation Files in its possession in secure facilities in accordance
with customary standards for such custody and shall reflect in its records the interest of the Secured Parties therein. Each Collateral
Obligation File which comes into the possession of the Collateral Agent (other than documents delivered electronically) shall be maintained
in fire-resistant vaults or cabinets at the office of the Collateral Custodian specified in Annex A or at such other offices as shall
be specified to the Agent and the Collateral Manager in a written notice at least thirty (30) days prior to such change. Each Collateral
Obligation File shall be marked with an appropriate identifying label and maintained in such manner so as to permit retrieval and access
by the Collateral Custodian and the Agent. The Collateral Custodian shall keep the Collateral Obligation Files clearly segregated from
any other documents or instruments in its files.


 


(iv)            With
respect to the documents comprising each Collateral Obligation File, the Collateral Custodian shall (i) act exclusively as Collateral
Custodian for the Secured Parties, (ii) hold all documents constituting such Collateral Obligation File received by it for the exclusive
use and benefit of the Secured Parties and (iii) make disposition thereof only in accordance with the terms of this Agreement or
with written instructions furnished by the Agent; provided, that in the event of a conflict between the terms of this Agreement and the
written instructions of the Agent, the Agent’s written instructions shall control.


 


(v)            The
Collateral Custodian shall accept only written instructions of an Executive Officer, in the case of the Borrower or the Collateral Manager,
or a Responsible Officer, in the case of the Agent, concerning the use, handling and disposition of the Collateral Obligation Files.


 


(vi)            In
the event that (i) the Borrower, the Agent, any Agent, the Collateral Manager, the Collateral Custodian or the Collateral Agent
shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Collateral Obligation File
or a document included within a Collateral Obligation File or (ii) a third party shall institute any court proceeding by which any
Collateral Obligation File or a document included within a Collateral Obligation File shall be required to be delivered other than in
accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to
the other parties to this Agreement (to the extent not prohibited by Applicable Law) copies of all court papers, orders, documents and
other materials concerning such proceedings. The Collateral Custodian shall, to the extent permitted by law, continue to hold and maintain
all the Collateral Obligation Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent
jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Collateral Custodian shall dispose
of such Collateral Obligation File or a document included within such Collateral Obligation File as directed by the Agent in writing,
which shall give a direction consistent with such determination. Expenses of the Collateral Custodian incurred as a result of such proceedings
shall be borne by the Borrower.


 






    -166-


     


    

 


(vii)            The
Agent may direct the Collateral Custodian in writing to take any such incidental action hereunder. With respect to other actions which
are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required
to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in
acting or refraining from acting) upon the direction of the Agent; provided that the Collateral Custodian shall not be required
to take any action hereunder at the request of the Agent, any Secured Parties or otherwise if the taking of such action, in the reasonable
determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this
Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which
it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Agent
and the Collateral Custodian does not receive a consent (either positive or negative) from the Agent within ten (10) Business Days
of its receipt of such request, then the Agent shall be deemed to have declined to consent to the relevant action.


 


(viii)            The
Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction
of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian,
or the Agent. The Collateral Custodian shall not be deemed to have knowledge or notice of the occurrence of an Event of Default, Unmatured
Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default Event of Default unless the Collateral
Custodian has received written notice from the Agent, Collateral Manager or the Borrower referring to this Agreement, describing such
event and stating that such notice is a “Notice of Event of Default,” “Notice of Unmatured Event of Default,”
 “Notice of Unmatured Collateral Manager Event of Default,” or “Notice of Collateral Manager Event of Default,”
as applicable. In the absence of receipt of such notice, the Collateral Custodian may conclusively assume that there is no Event of Default,
Unmatured Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default, in each case unless
it has actual knowledge of any such occurrence.


 


(b)            Notwithstanding
any provision to the contrary elsewhere in the Transaction Documents, the Collateral Custodian shall not have or be deemed to have any
fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations
or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Custodian.
Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral
Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Collateral
Custodian shall not be deemed to assume any obligations or liabilities of the Borrower, Agent or Collateral Agent hereunder or under
any other Transaction Document.


 






    -167-


     


    

 


Section 18.3     Delivery
of Collateral Obligation Files. (a)  In connection with each delivery of a Collateral Obligation File to the Collateral
Custodian, the Borrower shall represent, warrant and agree that the Collateral Obligation Files delivered to the Collateral Custodian
shall include all of the documents listed in the related Document Checklist and all of such documents and the information contained in
the Schedule of Collateral Obligations are complete in all material respects and correct pursuant to a certification in the form of Exhibit H
executed by or on behalf of the Borrower.


 


(b)            Reserved.


 


(c)            With
respect to any documents comprising the Collateral Obligation File that have been delivered or are being delivered to recording offices
for recording and have not been returned to the Borrower or the Collateral Manager in time to permit their delivery hereunder at the
time required, in lieu of delivering such original documents, the Borrower or the Collateral Manager shall indicate such on a Schedule
of Collateral Obligations supplement and deliver to the Collateral Custodian a true copy thereof. The Borrower or the Collateral Manager
shall deliver such original documents to the Collateral Custodian promptly when they are received.


 


Section 18.4     Collateral
Obligation File Certification. (a)  On or prior to each Funding Date, the Collateral Manager shall provide a Schedule of
Collateral Obligations and related Document Checklist dated as of such Funding Date to the Collateral Custodian, the Collateral Agent,
the Agent and each Lender Agent (such information contained on the Schedule of Collateral Obligations shall also be delivered in Microsoft
Excel format or another format reasonably acceptable to the Collateral Custodian) with respect to the Collateral Obligations to be delivered
to the Collateral Agent on such Funding Date.


 


(b)            In
connection with (and as a part of) each Monthly Report, with respect to the Collateral Obligation Files delivered at least three (3) Business
Days’ prior to the related Reporting Date, the Collateral Custodian shall prepare a report (to be included as a part of each Monthly
Report) in respect of each of the Collateral Obligations, to the effect that, as to each Collateral Obligation listed on the Schedule
of Collateral Obligations attached to the related Loan Request or Reinvestment Request, based on the Collateral Custodian’s examination
of the Collateral Obligation File for each Collateral Obligation and the related Document Checklist, except for variances from the documents
identified in the Document Checklist with respect to the related Collateral Obligation Files (“Exceptions”), (i) all
documents required to be delivered in respect of such Collateral Obligations pursuant to the Document Checklist have been delivered and
are in the possession of the Collateral Custodian as part of the Collateral Obligation File for such Collateral Obligation (other than
those released pursuant to Section 18.5), and (ii) all such documents have been reviewed by the Collateral Custodian
and appear on their face to relate to such Collateral Obligation. The Collateral Custodian shall also maintain records of the total number
of Collateral Obligation Files that do not have the documents provided on the Document Checklist and will include such total in each
Monthly Report. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review all documents
required to be delivered in respect of Collateral Obligations pursuant to a Document Checklist shall be limited to reviewing such documents
based on the information provided on the Document Checklist.


 






    -168-


     


    

 


(c)            Notwithstanding
any language to the contrary herein, the Collateral Custodian shall make no representations as to, and shall not be responsible to verify,
(i) the validity, legality, ownership, title, perfection, priority, enforceability, due authorization, recordability, sufficiency
for any purpose, or genuineness of any of the documents contained in each Collateral Obligation File or (ii) the collectibility,
insurability, effectiveness or suitability of any such Collateral Obligation.


 


Section 18.5     Release
of Collateral Obligation Files. (a)  Upon satisfaction of any of the conditions set forth in Section 12.3,
the Collateral Manager will provide an Officer’s Certificate to such effect to the Collateral Custodian (with a copy to the Collateral
Agent) and shall request in writing delivery to it of the Collateral Obligation File and a copy thereof shall be sent concurrently by
the Collateral Manager to the Agent and each Lender Agent. Upon receipt of such certification and request, unless it receives notice
to the contrary from the Agent, the Collateral Custodian shall within three Business Days (or such other time as may be agreed to by
the Collateral Manager) release the related Collateral Obligation File to the Collateral Manager and the Collateral Manager will not
be required to return the related Collateral Obligation File to the Collateral Custodian.


 


(b)            From
time to time and as appropriate for the management or foreclosure of any of the Collateral Obligations, including, for this purpose,
collection under any insurance policy relating to the Collateral Obligations, the Collateral Custodian shall, upon receipt of a Request
for Release and Receipt substantially in the form of Exhibit F-2 from an authorized representative of the Collateral Manager
(as listed on Exhibit F-1, as such exhibit may be amended from time to time by the Collateral Manager with notice to the
Collateral Custodian, the Agent and each Lender Agent), release the related Collateral Obligation File or the documents set forth in
such Request for Release and Receipt to the Collateral Manager. In the event an Unmatured Event of Default, an Event of Default, an Unmatured
Collateral Manager Event of Default or an Collateral Manager Event of Default has occurred and is continuing, the Borrower shall not
permit the Collateral Manager to make any such request with respect to any original documents unless the Agent shall have consented in
writing thereto (which consent may be evidenced by an executed counterpart to such request). The Collateral Manager shall return each
and every original document previously requested from the Collateral Obligation File to the Collateral Custodian when the need therefor
by the Collateral Manager no longer exists unless (x) the Collateral Obligation File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Related Security either judicially or non-judicially, and (y) the Collateral Manager has delivered to
the Collateral Custodian a certificate executed by an Executive Officer certifying as to the name and address of the Person to which
such Collateral Obligation File or such document was delivered and the purpose or purposes of such delivery, in which case the Collateral
Manager shall complete such return as soon as possible. Upon receipt of a certificate of the Collateral Manager substantially in the
form of Exhibit F-3, with a copy to the Agent and each Lender Agent, stating that such Collateral Obligation was either (x) liquidated
and that all amounts received or to be received in connection with such liquidation that are required to be deposited have been so deposited,
or (y) sold pursuant to an Optional Sale in accordance with Section 7.10, the Collateral Custodian shall within three
(3) Business Days release the Request for Release and Receipt to the Collateral Manager, or, in connection with an Optional Sale,
the requested Collateral Obligation File, and the Collateral Manager will not be required to return the related Collateral Obligation
File to the Collateral Custodian.


 






    -169-


     


    

 


(c)            Notwithstanding
anything to the contrary set forth herein, the Collateral Manager shall not, without the prior written consent of the Agent, request
any documents (other than copies thereof) held by the Collateral Custodian if the sum of the unpaid Principal Balances of all Collateral
Obligations for which the Collateral Manager is then in possession of the related Collateral Obligation File or any document comprising
such Collateral Obligation File (other than for Collateral Obligations then held by the Collateral Manager which have been sold, repurchased,
paid off or liquidated in accordance with this Agreement) (including the documents to be requested) exceeds 5% of the Adjusted Aggregate
Eligible Collateral Obligation Balance. The Collateral Manager may hold, and hereby acknowledges that it shall hold, any documents and
all other property included in the Collateral that it may from time to time receive hereunder as custodian for the Secured Parties solely
at the will of the Collateral Custodian and the Secured Parties for the sole purpose of facilitating the management of the Collateral
Obligations and such retention and possession shall be in a custodial capacity only. To the extent the Collateral Manager, as agent of
the Collateral Custodian and the Borrower, holds any Collateral, the Collateral Manager shall do so in accordance with the Collateral
Manager Standard as such standard applies to Collateral Managers acting as custodial agent. The Collateral Manager shall promptly report
to the Collateral Custodian and the Agent the loss by it of all or part of any Collateral Obligation File previously provided to it by
the Collateral Custodian and shall promptly take appropriate action to remedy any such loss. The Collateral Manager shall hold (in accordance
with Section 9-313(C) of the UCC) all documents comprising the Collateral Obligation Files in its possession as agent of the
Collateral Agent. In such custodial capacity, the Collateral Manager shall have and perform the following powers and duties:


 


(i)            hold
the Collateral Obligation Files and any document comprising a Collateral Obligation File that it may from time to time receive hereunder
from the Collateral Custodian for the benefit of the Collateral Custodian, on behalf of the Secured Parties, maintain accurate records
pertaining to each Collateral Obligation to enable it to comply with the terms and conditions of this Agreement, and maintain a current
inventory thereof;


 


(ii)            implement
policies and procedures consistent with the requirements of this Agreement so that the integrity and physical possession of such Collateral
Obligation Files will be maintained; and


 


(iii)            take
all other actions, in accordance with the Collateral Manager Standard, in connection with maintaining custody of such Collateral Obligation
Files on behalf of the Collateral Agent.


 


Acting as custodian of the Collateral Obligation
Files pursuant to this Section 18.5, the Collateral Manager agrees that it does not and will not have or assert any beneficial
ownership interest in the Collateral Obligations or the Collateral Obligation Files.


 






    -170-


     


    

 


Section 18.6     Examination
of Collateral Obligation Files. Upon reasonable prior written notice to the Collateral Custodian, the Borrower, the Collateral Manager
and their agents, accountants, attorneys and auditors will be permitted during normal business hours to examine and make copies of the
Collateral Obligation Files, documents, records and other papers in the possession of or under the control of the Collateral Custodian
relating to any or all of the Collateral Obligations. Prior to the occurrence of an Unmatured Event of Default, an Event of Default,
an Unmatured Collateral Manager Event of Default or an Collateral Manager Event of Default, upon the request of the Agent and at the
cost and expense of the Borrower, the Collateral Custodian shall promptly provide the Agent with the Collateral Obligation Files or copies,
as designated by the Agent, subject to any applicable cap on costs and expenses, the Collateral Custodian shall promptly provide the
Agent with the Collateral Obligation Files or copies, as designated by the Agent; provided, the Collateral Custodian shall not
be required to provide such copies if it does not receive adequate assurance of payment.


 


Section 18.7     Lost
Note Affidavit. In the event that the Collateral Custodian fails to produce any original promissory note delivered to it related
to a Collateral Obligation that was in its possession pursuant to Section 10.20 within five (5) Business Days after
required or requested by the Agent and provided that (a) the Collateral Custodian previously certified in writing to the
Agent that it had received such original promissory note and (b) such original promissory note is not outstanding pursuant to a
Request for Release and Receipt, then the Collateral Custodian shall with respect to any missing original promissory note, promptly deliver
to the Agent upon request a lost note affidavit.


 


Section 18.8     Transmission
of Collateral Obligation Files. Written instructions as to the method of shipment and shipper(s) the Collateral Custodian is
directed to utilize in connection with the transmission of Collateral Obligation Files in the performance of the Collateral Custodian’s
duties hereunder shall be delivered by the Borrower or the Collateral Manager to the Collateral Custodian prior to any shipment of any
Collateral Obligation Files hereunder. In the event the Collateral Custodian does not receive such written instruction from the Borrower
or the Collateral Manager, the Collateral Custodian shall be authorized and indemnified as provided herein to utilize a nationally recognized
courier service. The Collateral Manager shall arrange for the provision of such services at its sole cost and expense (or, at the Collateral
Custodian’s option, reimburse the Collateral Custodian for all costs and expenses incurred by the Collateral Custodian consistent
with such instructions) and shall maintain such insurance against loss or damage to the Collateral Obligation Files as the Collateral
Manager deems appropriate.


 


Section 18.9     Merger
or Consolidation. Any Person (i) into which the Collateral Custodian may be merged or consolidated, (ii) that may result
from any merger or consolidation to which the Collateral Custodian shall be a party, or (iii) that may succeed to the properties
and assets of the Collateral Custodian substantially as a whole, which Person in any of the foregoing cases executes an agreement of
assumption to perform every obligation of the Collateral Custodian hereunder, shall be the successor to the Collateral Custodian under
this Agreement without further act of any of the parties to this Agreement.


 






    -171-


     


    

 


Section 18.10     Collateral
Custodian Compensation. As compensation for its Collateral Custodian activities hereunder, the Collateral Custodian shall be entitled
to its fees and expenses from the Borrower as set forth in the Collateral Custodian Fee Letter and any other accrued and unpaid fees,
expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Collateral
Manager, or both but without duplication, to the Collateral Custodian (including Indemnified Amounts under ARTICLE XVI) under
the Transaction Documents (collectively, the “Collateral Custodian Fees and Expenses”). The Borrower agrees to reimburse
the Collateral Custodian in accordance with the provisions of Section 8.3(a) for all reasonable expenses, disbursements
and advances incurred or made by the Collateral Custodian in accordance with any provision of this Agreement or the other Transaction
Documents or in the enforcement of any provision hereof or in the other Transaction Documents. The Collateral Custodian’s entitlement
to receive fees (other than any previously accrued and unpaid fees) shall cease on the earlier to occur of: (i) its removal or resignation
as Collateral Custodian and appointment and acceptance by the successor Collateral Custodian pursuant to Section 18.11 and
the Collateral Custodian has ceased to hold any Collateral Obligation Files or (ii) the termination of this Agreement.


 


Section 18.11     Removal
or Resignation of Collateral Custodian. (a)  The Collateral Custodian may at any time resign and terminate its obligations
under this Agreement upon at least 30 days’ prior written notice to the Collateral Manager, the Borrower and the Agent and each
Lender Agent; provided, that no resignation or removal of the Collateral Custodian will be permitted unless a successor Collateral
Custodian has been appointed which successor Collateral Custodian, so long as no Unmatured Collateral Manager Event of Default, Collateral
Manager Event of Default, Unmatured Event of Default or Event of Default has occurred and is continuing, is reasonably acceptable to
the Collateral Manager. Promptly after receipt of notice of the Collateral Custodian’s resignation, the Agent shall promptly appoint
a successor Collateral Custodian by written instrument, in duplicate, copies of which instrument shall be delivered to the Borrower,
the Collateral Manager, each Agent, the resigning Collateral Custodian and to the successor Collateral Custodian.


 


(b)            The
Agent upon at least 30 days’ prior written notice to the Collateral Custodian and each Agent, may remove and discharge the Collateral
Custodian or any successor Collateral Custodian thereafter appointed from the performance of its duties under this Agreement with or
without cause. Promptly after giving notice of removal of the Collateral Custodian, the Agent shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Collateral Custodian (which successor Collateral Custodian shall be reasonably acceptable to the
Majority Lenders and the Borrower). Any such appointment shall be accomplished by written instrument and one original counterpart of
such instrument of appointment shall be delivered to the Collateral Custodian and the successor Collateral Custodian, with a copy delivered
to the Borrower and the Collateral Manager.


 


(c)            In
the event of any such resignation or removal, the Collateral Custodian shall, no later than five (5) Business Days after receipt
of notice of the successor Collateral Custodian, transfer to the successor Collateral Custodian, as directed in writing by the Agent,
all the Collateral Obligation Files being administered under this Agreement. The cost of the shipment of Collateral Obligation Files
arising out of the resignation of the Collateral Custodian pursuant to Section 18.11(a), or the termination for cause of
the Collateral Custodian pursuant to Section 18.11(b), shall be at the expense of the Collateral Custodian. Any cost of shipment
arising out of the removal or discharge of the Collateral Custodian without cause pursuant to Section 18.11(b) shall
be at the expense of the Borrower.


 






    -172-


     


    

 


(d)            For
the avoidance of doubt, the Collateral Custodian shall be entitled to receive, as and when such amounts are payable in accordance with
this Agreement, any Collateral Custodian Fees and Expenses accrued through the effective date of its resignation or removal pursuant
to and in accordance with this Section 18.11.


 


Section 18.12     Limitations
on Liability. (a)  The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate,
instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine
and that has been signed by the proper party or parties. The Collateral Custodian shall not be bound to make any investigation into the
facts or matters stated in any such certificate, instrument, opinion, notice, letter, telegram or other document; provided, however,
that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms
on its face to the requirements hereof. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon
(a) the written instructions of any designated officer of the Agent or (b) the verbal instructions of the Agent, and no party
shall have any right of action whatsoever against the Collateral Custodian as a result of the Collateral Custodian acting or (where so
instructed) refraining from acting hereunder in accordance with the instructions of the Agent.


 


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


 


(c)            Neither
the Collateral Custodian nor any of its directors, officers, agents, or employees shall be liable for any error of judgment, or for any
act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain
from doing in connection herewith except in the case of its willful misconduct or negligent performance or omission of its duties and
in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files; provided
that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note
satisfying the conditions described in clauses (a) and (b) of Section 18.7 shall constitute negligence. The Collateral
Custodian shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless
it has been furnished with an indemnity reasonably satisfactory to it.


 


(d)            The
Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement)
as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral,
and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this
Agreement) of any of the Collateral.


 






    -173-


     


    

 


(e)            The
Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in
this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. The duties, obligations
and responsibilities of the Collateral 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 Collateral Custodian. Any permissive
right of the Collateral Custodian to take any action hereunder shall not be construed as a duty.


 


(f)            The
Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall
the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances
beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services
by the Collateral Custodian as contemplated by this Agreement.


 


(g)            It
is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the
obligations of the other parties hereto or any parties to the Collateral.


 


(h)            In
case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of
Default or the Facility Termination Date, request instructions from the Collateral Manager and may, after the occurrence of an Event
of Default or the Facility Termination Date, request instructions from the Agent, and shall be entitled at all times to refrain from
taking any action unless it has received instructions from the Collateral Manager or the Agent, as applicable. The Collateral Custodian
shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Agent.
In no event shall the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless
of the form of action.


 


(i)            Beyond
the safekeeping of the Collateral Obligation Files in accordance with Article XVIII, the Collateral Custodian shall not have
any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon
or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Custodian shall not be liable
or responsible for any misconduct, negligence or loss or diminution in the value of any of the Collateral, by reason of the act or omission
of any carrier, forwarding agency or other agent, attorney or bailee selected by the Collateral Custodian in good faith and with due
care hereunder.


 


(j)            Each
of the protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8
shall be afforded to the Collateral Custodian.


 






    -174-


     


    

 


Section 18.13     Collateral
Custodian as Agent of Collateral Agent. The Collateral Custodian agrees that, with respect to any Collateral Obligation File at any
time or times in its possession or held in its name, the Collateral Custodian shall be the agent and custodian of the Collateral Agent,
for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected) the Collateral Agent’s
security interest in the Collateral and for the purpose of ensuring that such security interest is entitled to first priority status
under the UCC. If the Collateral Custodian is the same entity as the Collateral Agent, the Collateral Custodian shall be entitled to
the same rights and protections afforded to the Collateral Agent hereunder.


 


[signature pages begin on next page]


 






    -175-


     


    

 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.


 


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






 






    


     


    

 






	 	Owl
    Rock Capital Corporation III, as Equityholder
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






    


     


    

 





	 	Owl
    Rock Diversified Advisors LLC, as Collateral Manager
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






    


     


    

 





	 	State
    Street Bank and Trust Company, as Collateral Agent
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 
	 	ALTER
    DOMUS (US) LLC, as Collateral Custodian
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 






    


     


    

 










	 	SOCIÉTÉ
    GÉNÉRALE, as Agent
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






    


     


    

 





	 	SOCIÉTÉ GÉNÉRALE, as a Lender Agent, Multicurrency Lender, Dollar Lender and as a Revolving Lender
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






    


     


    

 


ANNEX A


 


ORCC III
FINANCING LLC,

as Borrower

399 Park Avenue, 38th Floor


New York, NY 10022

Attention: Joe Alongi

Email: joe@owlrock.com


 


Owl
Rock Capital Corporation III,

as Equityholder

399 Park Avenue, 38th Floor


New York, NY 10022

Attention: Joe Alongi

Email: joe@owlrock.com


 


Owl
Rock Diversified Advisors LLC,


as Collateral Manager


399 Park Avenue, 38th Floor


New York, NY 10022

Attention: Joe Alongi

Email: joe@owlrock.com


 


State
Street Bank and Trust Company,

as Collateral Agent


1776 Heritage Drive

Mail Stop: JAB0250

North Quincy, MA 02171


Attn: Scott Berry, Vice President - Structured Trust and Analytics

Facsimile:  (617) 937-4370

Phone:  (617) 662-9840


 


ALTER DOMUS (US) LLC,





as Collateral Custodian


225 W. Washington Street, 9th Floor


Chicago, Illinois 60606


Attention: legal@alterdomus.com


Telephone: 312-564-5100


Facsimile: 312-376-0751


Email: legal@alterdomus.com and DocCustody@alterdomus.com


 






    A-1


     


    

 


SOCIÉTÉ
GÉNÉRALE,

as Agent


 


Société
Générale

245 Park Avenue, 4th Floor

New York, NY 10167

Attention: Julien Thinat

Tel.: (212)-278-7598

Email: julien.thinat@sgcib.com


 


with a copy to:


 


Société
Générale

480 Washington Blvd

Jersey City, NJ 07310

Tel.: (201)-839-8460

Fax: 201-693-4233

Attention: Cheriese Brathwaite

Email: oper-fin-serv.us@sgss.socgen.com


 


SOCIÉTÉ
GÉNÉRALE,

as a Lender Agent and as a Committed Lender


 


Société
Générale

245 Park Avenue, 4th Floor

New York, NY 10167

Attention: Julien Thinat

Tel.: (212)-278-7598

Email: julien.thinat@sgcib.com


 


with a copy to:


 


Société
Générale

480 Washington Blvd

Jersey City, NJ 07310

Tel.: (201)-839-8460

Fax: 201-693-4233

Attention: Cheriese Brathwaite

Email: oper-fin-serv.us@sgss.socgen.com


 






    A-2


     


    

 


Annex B


 


	Lender	Dollar
    or Multicurrency

 Lender	Commitment
    	Revolving
    or Term Commitment
	Société
    Générale	Multicurrency
    Lender	$30,000,000	Revolving
    Commitment
	Société
    Générale	Dollar
    Lender	$270,000,000	Revolving
    Commitment


 






    B-1