FS Energy and Power Fund 8-K 


 


Exhibit
10.1 


 





EXECUTION
VERSION


  


	 

         AMENDED
        AND RESTATED CREDIT AGREEMENT

        dated
        as of December 2, 2019

         

        among

         

        GLADWYNE
        FUNDING LLC,

        as
        Borrower,

         

        VARIOUS
        LENDERS, 

         

        GOLDMAN
        SACHS BANK USA,

        as
        Sole Lead Arranger

        and
        Syndication Agent

         

        GOLDMAN
        SACHS BANK USA,

        as
        Administrative Agent

        and
        Calculation Agent

         

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

        as
        Collateral Administrator 

         

        and

         

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

        as
        Collateral Agent 

         



 


 




     


    


    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	SECTION 1. DEFINITIONS AND INTERPRETATION	2
	1.1.	Definitions	2
	1.2.	Accounting Terms	46
	1.3.	Interpretation, Etc.	46
	1.4.	Assumptions as to Collateral Obligations, Etc.	46
	 	 	 
	SECTION 2. LOANS	48
	2.1.	Loans	48
	2.2.	Pro Rata Shares; Availability of Funds	50
	2.3.	Use of Proceeds	50
	2.4.	Evidence of Debt; Register; Lenders' Books and
    Records; Notes	51
	2.5.	Interest on Loans	51
	2.6.	Default Interest	52
	2.7.	Ancillary Amounts; etc.	52
	2.8.	Voluntary Prepayments; Voluntary Commitment
    Reductions	52
	2.9.	Scheduled Amortization	54
	2.10.	[Reserved]	54
	2.11.	General Provisions Regarding Payments	54
	2.12.	Ratable Sharing	54
	2.13.	Making or Maintaining Eurodollar Rate Loans	55
	2.14.	Increased Costs; Capital Adequacy	56
	2.15.	Taxes; Withholding, Etc.	57
	2.16.	Obligation to Mitigate	60
	2.17.	Defaulting Lenders	60
	2.18.	Removal or Replacement of a Lender	61
	 	 	 
	SECTION 3. CONDITIONS PRECEDENT	63
	3.1.	Initial Funding Date	63
	3.2.	Conditions to Each Credit Extension	63
	3.3.	Effective Date	64
	 	 	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES	66
	4.1.	Organization; Requisite Power and Authority;
    Qualification	66
	4.2.	Equity Interests; Ownership; Collateral Obligations	66
	4.3.	Due Authorization	66
	4.4.	No Conflict	66
	4.5.	Governmental Consents	67
	4.6.	Binding Obligation	67
	4.7.	No Material Adverse Effect	67
	4.8.	Adverse Proceedings, Etc.	67
	4.9.	Payment of Taxes.	67
	4.10.	Properties	67
	4.11.	Environmental Matters	68
	4.12.	No Defaults	68
	4.13.	No Material Contracts	68
	4.14.	Governmental Regulation	68
	4.15.	Federal Reserve Regulations; Exchange Act	68
	4.16.	Employee Benefit Plans	68
	4.17.	Solvency	68
	4.18.	Compliance with Statutes, Etc.	68
	4.19.	Disclosure	68




 






     


    


    

 








	4.20.	Sanctioned Persons; Anti-Corruption
    Laws; PATRIOT Act	69
	 	 	 
	SECTION 5. COVENANTS	69
	5.1.	Compliance with Laws, Etc.	69
	5.2.	Maintenance of Books and Records	69
	5.3.	Existence of Borrower	70
	5.4.	Protection of Collateral	70
	5.5.	Opinions as to Collateral	71
	5.6.	Performance of Obligations	72
	5.7.	Negative Covenants	72
	5.8.	No Consolidation	75
	5.9.	No Other Business; Etc.	75
	5.10.	Compliance with Investment Management Agreement	75
	5.11.	Certain Tax Matters	76
	5.12.	Certain Regulations	76
	5.13.	Financial and other Information	76
	5.14.	Transaction Data Room	77
	5.15.	Inspections, Etc.	77
	5.16.	Existing Accounts	78
	 	 	 
	SECTION 6. ACCOUNTS; ACCOUNTINGS
    AND RELEASES	78
	6.1.	Collection of Money	78
	6.2.	Interest Collection Account; Collateral Account	79
	6.4.	Reports by Collateral Agent	84
	6.5.	Accountings	85
	6.6.	Custodianship and Release of Collateral	90
	6.7.	Additional Reports	91
	6.8.	Procedures Relating to the Establishment of
    Borrower Accounts Controlled	 
	 	by the Collateral Agent	91
	 	 	 
	SECTION 7. APPLICATION OF MONIES	92
	 	 
	SECTION 8. SALE OF COLLATERAL OBLIGATIONS;
    SUBSTITUTION	95
	8.1.	Sales of Collateral Obligations	95
	8.2.	Trading Restrictions	96
	8.3.	Affiliate Transactions	98
	8.4.	Purchase and Delivery of Collateral Obligations	98
	 	 	 
	SECTION 9. EVENTS OF DEFAULT	99
	 	 
	SECTION 10. THE AGENTS	102
	10.1.	Appointment of Agents	102
	10.2.	Powers and Duties	102
	10.3.	General Immunity	103
	10.4.	Agents Entitled to Act as Lender	108
	10.5.	Lenders' Representations, Warranties and Acknowledgment	108
	10.6.	Right to Indemnity	108
	10.7.	Successor Administrative Agent, Calculation
    Agent and Collateral Agent	109
	10.8.	Collateral Documents	110
	10.9.	Withholding Taxes	111
	10.10.	Administrative Agent May File Bankruptcy Disclosure
    and Proofs of Claim	111
	 	 	 
	SECTION 11. MISCELLANEOUS	112
	11.1.	Notices	112
	11.2.	Expenses	114
	11.3.	Indemnity	114




 






    iii 


    


    

 





	11.4.	Set-Off	115
	11.5.	Amendments and Waivers	115
	11.6.	Successors and Assigns; Participations	117
	11.7.	Independence of Covenants	120
	11.8.	Survival of Representations, Warranties and
    Agreements	120
	11.9.	No Waiver; Remedies Cumulative	120
	11.10.	Marshalling; Payments Set Aside	121
	11.11.	Severability	121
	11.12.	Obligations Several; Independent Nature of Lenders'
    Rights	121
	11.13.	Headings	121
	11.14.	APPLICABLE LAW	121
	11.15.	CONSENT TO JURISDICTION	121
	11.16.	WAIVER OF JURY TRIAL	122
	11.17.	Usury Savings Clause	122
	11.18.	Effectiveness; Counterparts	123
	11.19.	PATRIOT Act.	123
	11.20.	Electronic Execution of Assignments	123
	11.21.	No Fiduciary Duty	123
	11.22.	Confidentiality	124
	11.23.	Effect of Amendment and Restatement	125
	11.24.	Contractual Recognition of Bail-In	125
	 	 	 
	SECTION 12. SUBORDINATION	126
	 	 
	SECTION 13. ASSIGNMENT OF INVESTMENT
    MANAGEMENT AGREEMENT	126




 





	APPENDICES:	A	Commitments
	 	B	Notice Addresses
	 	C-1	Borrower Subsidiaries
	 	C-2	Effective Date Collateral Obligations
	 	 	 
	 	 	 
	SCHEDULES:	A	Financial and Other Information
	 	B	Existing Accounts Schedule
	 	 	 
	EXHIBITS:	A	Form of Funding Notice
	 	B	Form of U.S. Tax Compliance Certificates
	 	C	Form of Assignment Agreement
	 	D-1	Form of Request for Consent
	 	D-2	Form of Consent
	 	E	Forms of Cooperation Agreements
	 	F	Form of Lender Information Request
	 	G	Form of Margining Agreement
	 	H	Form of Borrower Power of Attorney
	 	I	Form of Financial Covenant Compliance Certificate










 




    iv 


    


    

  


CREDIT
AGREEMENT


 


This
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 2, 2019 is entered into by and among:


 


(a)
      GLADWYNE FUNDING LLC, a Delaware limited liability company (the "Borrower");




 


(b)       the
Lenders party hereto from time to time;


 


(c)
      GOLDMAN SACHS BANK USA ("Goldman Sachs"), as Sole Lead Arranger (in such capacity,
the "Arranger") and as syndication agent (in such capacity, the "Syndication Agent");




 


(d)
      GOLDMAN SACHS, in its capacity as Administrative Agent (in such capacity, the "Administrative
Agent") and in its capacity as Calculation Agent (in such capacity, the "Calculation Agent");




 


(e)       WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), in its capacity as Collateral
Administrator (in such capacity, the "Collateral Administrator"); and


 


(f)
      Wells Fargo, in its capacity as Collateral Agent (in such capacity, the "Collateral
Agent").




 


RECITALS


 


Capitalized
terms used in these recitals and in the preamble shall have the respective meanings given to such terms in Section 1.1 hereof.


 


The
Borrower, the Lenders party thereto, the Arranger, the Administrative Agent, Virtus Group, LP, as collateral administrator (the
"Assigning Collateral Administrator") and Citibank, N.A., as the collateral agent (the "Assigning Collateral Agent")
are parties to a Credit Agreement dated as of April 19, 2017 (as amended or otherwise modified prior to the date hereof, the "Existing
Credit Agreement"). Pursuant to an Appointment, Assignment and Assumption Agreement, dated as of December 2, 2019 (the
‎‎"Assignment and Assumption Agreement"), the Assigning Collateral Administrator and the Assigning Collateral
‎Agent have resigned from their various capacities under the Transaction Documents, and the Borrower, ‎the Lenders and
the Administrative Agent have appointed the Collateral Administrator and the Collateral ‎Agent to replace the Assigning Collateral
Administrator and the Assigning Collateral Agent in their various ‎capacities. In connection with the execution of the Assignment
and Assumption Agreement, ‎the parties to the Existing Credit Agreement desire to amend the Existing Credit Agreement in certain
respects and to restate in its entirety the Existing Credit Agreement, as so amended, and accordingly, the parties hereto hereby
agree to amend the Existing Credit Agreement and restate the Existing Credit Agreement, as so amended, in its entirety, effective
as of the Effective Date (as hereinafter defined).


 


The
Borrower has agreed to secure all of the Obligations by granting to the Collateral Agent, for the benefit of Secured Parties,
a Lien on all of its assets, all on the terms and subject to the conditions set forth herein and in the other Transaction Documents.


 


Accordingly,
in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 



     


    


    

 


SECTION
1. DEFINITIONS AND INTERPRETATION


 


1.1.        
Definitions.


 


The
following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:


 


"Acquire"
means to purchase, enter into, receive by contribution, originate or otherwise acquire. The terms "Acquired"
and "Acquisition" shall have correlative meanings.


 


"Additional
Transaction Documents" means the Collateral Administration Agreement, the Sale and Contribution Agreement, the Transfer
Supplements, the Cooperation Agreements and the Limited Liability Company Agreement.


 


"Adjusted
USD Facility Amount" means, at any time, the Maximum USD Facility Amount at such time minus the aggregate amount
of Voluntary Commitment Reductions effected prior to such time.


 


"Adjusted
Eurodollar Rate" means, for any Interest Period, the rate per annum obtained by dividing:


 


(a)
     (1) the rate per annum equal to the rate determined by the Administrative Agent to be the London
interbank offered rate administered by the ICE Benchmark Administration (or any other person which takes over the administration
of that rate) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars displayed
on the ICE LIBOR USD page of the Reuters Screen (or any replacement Reuters page which displays that rate) or on the appropriate
page of such other information service which publishes that rate from time to time in place of Reuters, determined as of approximately
11:00 a.m. (London, England time) on the related Interest Rate Determination Date; or (2) in the event the rate referenced in
the preceding clause (1) is not available, the rate per annum equal to the offered quotation rate to first class banks in the
London interbank market by a leading bank in the London interbank market (selected by the Borrower in consultation with the Administrative
Agent) for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable
to the principal amount of the applicable Loans for which the Adjusted Eurodollar Rate is then being determined with maturities
comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by




 


(b)       an
amount equal to (1) one minus (2) the Applicable Reserve Requirement;


 


provided
that, notwithstanding the foregoing, the Adjusted Eurodollar Rate shall at no time be less than 0.0% per annum.


 


"Administrative
Agent" is defined in the preamble.


 


"Administrative
Agent Fee Letter" means the Amended and Restated Fee Letter dated on or around the Effective Date among Goldman Sachs,
as Administrative Agent, and the Borrower with respect to certain fees to be paid from time to time to the Administrative Agent.1


 


"Administrative
Expenses" means amounts due or accrued with respect to any Payment Date and payable in the following order to:


 


(a)       the
Collateral Agent and the other Bank Parties pursuant to this Agreement and the other Transaction Documents;


 





 



1
NTD: To be 30 bps on the Maximum USD Facility Amount.


 






     2


    


    

 


(b)       the
Administrative Agent under the Administrative Agent Fee Letter, this Agreement and the other Transaction Documents;


 


(c)       the
Calculation Agent under this Agreement and the other Transaction Documents;


 


(d)       the
Investment Manager (other than the Investment Management Fees) under the Investment Management Agreement, including legal fees
and expenses of counsel to the Investment Manager;


 


(e)       the
Independent Managers pursuant to the Independent Manager Agreement in respect of certain services provided to the Borrower;


 


(f)       the
agents and counsel of the Borrower for fees, including retainers, and expenses;


 


(g)       the
Existing Account Bank under the Existing Account Control Agreement for fees and expenses due thereunder; and


 


(h)       without
duplication, any Person in respect of any other reasonable fees or expenses of the Borrower (including in respect of any indemnity
obligations, if applicable) not prohibited under this Agreement and any reports and documents delivered pursuant to or in connection
with this Agreement.


 


"Advance
Rate" means, for each Collateral Obligation included in the Borrowing Base, the percentage specified by the Administrative
Agent in its sole and absolute discretion for such Collateral Obligation at the time the Acquisition of such Collateral Obligation
is approved hereunder; provided that the Advance Rate of any Collateral Obligation that is in the form of a Participation
will be reduced by 5% of par so long as such Participation remains outstanding; provided, further, that the Advance
Rate of any Collateral Obligation that is in the form of a Participation (x) that remains outstanding for 20 or more calendar
days (but less than 40 calendar days) after its Acquisition will be further reduced by an additional 10% of par and (y) that remains
outstanding for 40 or more calendar days will be reduced to 0%.


 


"Adverse
Proceeding" means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise),
governmental investigation or arbitration (whether or not purportedly on behalf of any Credit Party) at law or in equity, or before
or by any Governmental Authority, domestic or foreign (including any environmental claims), whether pending or, to the knowledge
of the Borrower, threatened against or affecting any Credit Party or any property of any Credit Party.


 


"Affected
Lender" and "Affected Loans" are defined in Section 2.13(b).


 


"Affiliate"
or "Affiliated" means, with respect to a Person, (1) any other Person who, directly or indirectly, is in control
of, or controlled by, or is under common control with, such Person or (2) any other Person who is a director, officer or employee
(a) of such Person, (b) of any subsidiary or parent company of such Person or (c) of any Person described in subclause (1) above.
For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote more than 50% of the
securities having ordinary voting power for the election of directors of any such Person or (y) to direct or cause the direction
of the management and policies of such Person whether by contract or otherwise. With respect to the Borrower, this definition
shall exclude the Independent Managers, their Affiliates and any other special purpose vehicle to which the Independent Managers
are or will be providing administrative services, as a result solely of the Independent Managers acting in such capacity or capacities.


 


"Agent"
means each of (a) the Administrative Agent, (b) the Calculation Agent, (c) the Syndication Agent, (d) the Collateral Agent, (e)
the Collateral Administrator, (f) the Borrower Accounts Securities
Intermediary, (g) the other Bank Parties and (h) any other Person appointed under the Transaction Documents to serve in an agent
or similar capacity (including, in each of the foregoing cases (a) through (h), any of their respective receivers or delegates
permitted under the Transaction Documents). For the purposes hereof and the other Transaction Documents, the Investment Manager
shall not constitute an "Agent".


 






     3


    


    

 





 


"Agent
Affiliates" is defined in Section 11.1(b).


 


"Agent
Fee Letter" means each of (a) the Administrative Agent Fee Letter and (b) the Collateral Agent/Collateral Administrator
Fee Letter.


 


"Agent
Fees" is defined in Section 2.7(b).


 


"Aggregate
Amounts Due" is defined in Section 2.12.


 


"Aggregate
Principal Amount" means, when used with respect to any or all of the Collateral Obligations, Eligible Investments or
Cash, the aggregate of the Principal Balances of such Collateral Obligations, Eligible Investments or Cash on the date of determination.


 


"Agreement"
means this Amended and Restated Credit Agreement.


 


"Amendment"
has the meaning set forth in Section 5.9.


 


"Ancillary
Amounts" means all Undrawn Fees and Make-Whole Amounts payable hereunder.


 


"Anti-Corruption
Laws" is defined in Section 4.20.


 


"Applicable
Reserve Requirement" means, at any time, for any Loan, the maximum rate, expressed as a decimal, at which reserves (including
any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against
"Eurocurrency liabilities" (as such term is defined in Regulation D) under regulations issued from time to time by the
Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve
Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (a) any category of
liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of
a Loan is to be determined, or (b) any category of extensions of credit or other assets which include Loans. A Loan shall be deemed
to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit
for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on
Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.


 


"Approved
Electronic Communications" means any notice, demand, communication, information, document or other material that is distributed
by means of electronic communications pursuant to Section 11.1(b).


 


"Asset
Amortized Amount" means, in respect of a Collateral Obligation on any day, an amount equal to the principal amount outstanding
in the Specified Currency under such Collateral Obligation on such day (after giving effect on a pro-rata basis to any repurchase,
repayment or tender offer in respect of that Collateral Obligation).


 


"Asset
Current Price" means (a) in respect of a Collateral Obligation (other than an Unsettled Sale Asset) on any date, the
bid side market value of that Collateral Obligation (expressed as a percentage of par of the Asset Amortized Amount thereof but
excluding any accrued interest) and (b) in respect of an Unsettled Sale Asset on any date, the Settlement Value of such Sale Asset,
in each case as determined
by the Calculation Agent and notified to the parties by the Calculation Agent on each Business Day.


 






     4


    


    

 





 


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


 


"Assigned
Price" means, in respect of a Collateral Obligation on any date, (a) for each Collateral Obligation other than an Eligible
Equity Interest, the lesser of (x) the Asset Current Price of such Collateral Obligation at the time such Collateral Obligation
is Acquired by the Borrower and (y) 100% and (b) for each Collateral Obligation that is an Eligible Equity Interest, the Asset
Current Price of such Collateral Obligation at the time such Collateral Obligation is Acquired by the Borrower.


 


"Assignment
Agreement" means:


 


(a)       with
respect to the Loans and the Commitments, an Assignment and Assumption Agreement substantially in the form of Exhibit C, with
such amendments or modifications as may be approved by the Administrative Agent; and


 


(b)
     with respect to any Underlying Asset, an assignment and assumption agreement in the form required,
pursuant to the related Reference Instruments, for the transfer by the Borrower of all or a portion of the legal and beneficial
interest in such Underlying Asset. If no form of assignment and assumption agreement is required, pursuant to the related Reference
Instruments, for the transfer by the Borrower of all or a portion of the legal and beneficial interest in such Underlying Asset,
then the "Assignment Agreement" for such Underlying Asset shall be a reference to the form of assignment and assumption
agreement, and any related documents, that are customary in the relevant market for the transfer of the legal and beneficial interest
in such Underlying Asset.




 


"Assignment
Effective Date" is defined in Section 11.6(b).


 


"Authorized
Officer" means, with respect to the Borrower, any Officer or any other Person who is authorized to act for the Borrower
in matters relating to, and binding upon, the Borrower. With respect to the Investment Manager, any officer, employee or agent
of the Investment Manager who is authorized to act for the Investment Manager in matters relating to, and binding upon, the Investment
Manager with respect to the subject matter of the request, certificate or order in question. With respect to the Bank Parties,
any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice
President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Bank Parties customarily performing
functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the
administration of this Agreement. With respect to the Administrative Agent, any officer thereof who has responsibility with respect
to the administration of this Agreement. With respect to the Calculation Agent, any officer thereof who has responsibility with
respect to the calculations or determinations of the Calculation Agent under this Agreement and the other Transaction Documents.
Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority
of any Person to act, and such certification may be considered as in full force and effect until receipt by such other party of
written notice to the contrary.


 


"Availability
Period" means the period from and including the Effective Date to but excluding the earlier of (a) the last day of the
Reinvestment Period and (b) the Maturity Date.


 


"Bail-In
Action" means the exercise of any Write-down and Conversion Powers.


 


"Bail-In
Legislation" means, (a) in relation to an EEA Member Country which has implemented, or which at any time implements,
Article 55 of Directive 2014/59/EU establishing a framework
for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described
in the EU Bail-In Legislation Schedule from time to time and (b) in relation to any other state, any analogous law or regulation
from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.


 






     5


    


    

 





 


"Balance"
means on any date, with respect to Cash or Eligible Investments in any account, the aggregate of (a) the current balance of Cash,
demand deposits, time deposits, certificates of deposit and federal funds; (b) the principal amount of interest-bearing corporate
and government securities, money market accounts and repurchase obligations; and (c) the purchase price or the accreted value,
as applicable, (but not greater than the face amount) of non-interest-bearing government and corporate securities and commercial
paper.


 


"Bank"
means Wells Fargo, in its individual capacity and not as Collateral Agent, and any successor thereto.


 


"Bank
Parties" means, collectively, the Bank in its capacities as Collateral Agent, Collateral Administrator and in its other
capacities hereunder and under the other Transaction Documents.


 


"Bankruptcy"
is defined in the definition of "Zero Value Event".


 


"Bankruptcy
Code" means Title 11 of the United States Code entitled "Bankruptcy".


 


"Base
Rate" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the sum of (1) the Adjusted Eurodollar
Rate (after giving effect to any Adjusted Eurodollar Rate "floor") that would be payable on such day for a Loan bearing
interest based on the Adjusted Eurodollar Rate with a three-month interest period plus (2) 1.0%. Any change in the Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change
in the Prime Rate or the Federal Funds Effective Rate, respectively.


 


"Basel
III" means, collectively, those certain agreements on capital and liquidity standards contained in "Basel III: A
Global Regulatory Framework for More Resilient Banks and Banking Systems", "Basel III: International Framework for Liquidity
Risk Measurement, Standards and Monitoring", and "Guidance for National Authorities Operating the Countercyclical Capital
Buffer", each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time),
and "Basel III: The Liquidity Coverage Ratio and Liquidity Risk Monitoring Tools", as published by the Basel Committee
on Banking Supervision in January 2013 (as revised from time to time), and, in each case, as implemented by such Lender's primary
U.S. bank regulatory authority.


 


"Benchmark
Replacement" means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected
by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement
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 rate of interest as a replacement to Libor for U.S. dollar-denominated syndicated credit facilities
and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than
zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


 


"Benchmark
Replacement Adjustment" means, with respect to any replacement of Libor with an Unadjusted Benchmark Replacement for
each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower 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 Libor with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body 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 Libor with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such
time.


 






     6


    


    

 





 


"Benchmark
Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of "Base Rate," the definition of "Interest Period," timing and
frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent
decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent
decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines
that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as
the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).


 


"Benchmark
Replacement Date" means the earlier to occur of the following events with respect to Libor:


 


(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 Libor permanently or indefinitely ceases to provide Libor; or


 


(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.


 


"Benchmark
Transition Event" means the occurrence of one or more of the following events with respect to Libor:


 


(1)
       a public statement or publication of information by or on behalf of the administrator
of Libor announcing that such administrator has ceased or will cease to provide Libor, permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide Libor;


 


(2)
       a public statement or publication of information by the regulatory supervisor for the
administrator of Libor, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for Libor,
a resolution authority with jurisdiction over the administrator for Libor or a court or an entity with similar insolvency or resolution
authority over the administrator for Libor, which states that the administrator of Libor has ceased or will cease to provide Libor
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide Libor; or


 


(3)
       a public statement or publication of information by the regulatory supervisor for the
administrator of Libor announcing that Libor is no longer representative.


 


"Benchmark
Transition Start Date" means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if
the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement
or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Requisite
Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Requisite Lenders)
and the Lenders.


 






     7


    


    

 


"Benchmark
Unavailability Period" means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to Libor and solely to the extent that Libor has not been replaced with a Benchmark Replacement, the period (x) beginning
at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced Libor for
all purposes hereunder in accordance with the Section 2.19 and (y) ending at the time that a Benchmark Replacement has replaced
Libor for all purposes hereunder pursuant to the Section 2.19.


 


"Board
of Governors" means the Board of Governors of the United States Federal Reserve System.


 


"Board
of Managers" means the Board of Managers specified in the Limited Liability Company Agreement.


 


"Bonds"
means Collateral Obligations (other than Defaulted Obligations) that, at the time of determination, bear interest at a fixed rate.


 


"Borrower"
is defined in the preamble.


 


"Borrower
Accounts" means the Interest Collection Accounts, the Payment Account, the Collateral Accounts, the Principal Collection
Accounts and the Margin Account.


 


"Borrower
Accounts Securities Intermediary" means the Bank or such other person acting as Securities Intermediary under the Securities
Account Control Agreement.


 


"Borrower
Order" and "Borrower Request" means a written order or request dated and signed in the name of the Borrower
by an Authorized Officer of the Borrower or by an Authorized Officer of the Investment Manager, as the context may require or
permit.


 


"Borrower
Power of Attorney" means the power of attorney dated on or around the Effective Date by the Borrower in favor of the
Collateral Agent for the benefit of the Secured Parties, in substantially the form of Exhibit H hereto.


 


"Borrowing
Base" means, on any date, an amount in USD equal to the sum of:


 


(a)       the
aggregate Borrowing Base Values of the Collateral Obligations (other than Buffer Assets) on such date; and


 


(b)       the
Cash Value at such time,


 


all
as determined by the Calculation Agent.


 


"Borrowing
Base Collateral Account" means the segregated trust account or accounts maintained pursuant to Section 6.2(c)(1).


 


"Borrowing
Base Deficiency" means, at any time, the amount (if any) by which the aggregate principal amount of the Loans outstanding
at such time exceeds the Borrowing Base at such time.


 


"Borrowing
Base Interest Collection Account" means the trust account or accounts established pursuant to Section 6.2(a)(1).


 


"Borrowing
Base Principal Collection Account" means the trust account or accounts maintained pursuant to Section 6.3(a)(1).


 






     8


    


    

 


"Borrowing
Base Value" means, for each Collateral Obligation (excluding any Excess Concentration Amounts thereof) on any date, an
amount equal to:


 


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


 


(1)       Collateral
Portfolio Calculation Amount therefor; and


 


(2)       the
Advance Rate therefor; and


 


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


 


provided
that, for the avoidance of doubt, the Borrowing Base shall include any interest that is deferred or capitalized before the
acquisition of such Collateral Obligation, but shall not include any interest that is deferred or capitalized after the acquisition
of such Collateral Obligation in calculating the Asset Amortized Amount for such Collateral Obligation; provided, further,
that, for the avoidance of doubt, the Borrowing Base Value of each Buffer Asset shall be zero.


 


"BRL"
means the lawful currency of the Federative Republic of Brazil.


 


"Buffer
Asset" is defined in the Margining Agreement.


 


"Buffer
Asset Cap" is defined in the Margining Agreement.


 


"Buffer
Asset Cap Test" is defined in the Margining Agreement.


 


"Buffer
Asset Collateral Account" means the segregated trust account or accounts maintained pursuant to Section 6.2(c)(2).


 


"Buffer
Asset Interest Collection Account" means the trust account or accounts established pursuant to Section 6.2(a)(2).


 


"Buffer
Asset Principal Collection Account" means the trust account or accounts established pursuant to Section 6.3(a)(2).


 


"Buffer
Asset Portfolio Requirement" is defined in the Margining Agreement.


 


"Business
Day" means any day on which commercial banks are open for general business in (a) New York, New York and London, England
and (b) solely with respect to the calculation of LIBOR, London, England.


 


"Calculation
Agent" is defined in the preamble. Unless otherwise expressly stated herein, all determinations by the Calculation Agent
hereunder and under the other Transaction Documents shall be made in its sole and absolute discretion exercised in good faith
and in a manner generally consistent with its then current practices and policies.


 


"Canadian
Dollar", "CAD" and "CAD$" mean the lawful currency of Canada.


 


"Cash"
means (a) such coin or currency of the United States of America as at the time shall be legal tender for payment of all public
and private debts and (b) funds denominated in any other Specified Currencies.


 


"Cash
Value" means, as of any date, an amount, determined by the Calculation Agent, equal to the Dollar Equivalent of (a) the
aggregate amount of cash standing to the credit of the Borrowing Base
Principal Collection Account (excluding any accrued and unpaid interest) at such time minus (b) the sum of the Settlement
Values of all Unsettled Purchase Assets at such time.


 






     9


    


    

 





 


"Cause"
has the meaning specified in the Investment Management Agreement.


 


"Certificated
Security" has the meaning specified in Section 8-102(a)(4) of the UCC.


 


"Change
in Law" means the occurrence, after the date hereof, of any of the following: (a) the adoption or taking effect
of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
"Change in Law", regardless of the date enacted, adopted or issued.


 


"Clearing
Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act.


 


"Clearing
Corporation" has the meaning specified in Section 8 102(a)(5) of the UCC.


 


"Clearing
Corporation Security" means an obligation that is a Financial Asset that is registered in the name of a Clearing Corporation
or the nominee of such Clearing Corporation and, if a Certificated Security, is held in the custody of such Clearing Corporation.


 


"Closing
Date" means April 19, 2017.


 


"Collateral"
means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to
be granted to the Collateral Agent pursuant to the Transaction Documents as security for the Obligations.


 


"Collateral
Accounts" means the segregated trust accounts maintained pursuant to Section 6.2(c).


 


"Collateral
Administration Agreement" means a collateral administration agreement dated on or around the Effective Date, among the
Borrower, the Investment Manager and the Collateral Administrator, as amended from time to time in accordance with the terms thereof.


 


"Collateral
Agent" is defined in the preamble.


 


"Collateral
Agent Exchange Rate" means, with respect to any date of determination and with respect to any Specified Currency, the
spot exchange rate for such Specified Currency determined approximately as of such date based upon quotations obtained by the
Investment Manager (or the Collateral Agent acting at the direction of the Investment Manager) from the FS Energy and Power Fund
desk, or such other party as directed by the Investment Manager, which may include Wells Fargo Bank, National Association (or
any of its Affiliates) or such other party at the direction of the Administrative Agent. The determination of the Collateral Agent
Exchange Rate shall be conclusive absent manifest error.


 


"Collateral
Agent/Collateral Administrator Fee Letter" means the Fee Letter dated December 2, 2019 among the Bank Parties and the
Borrower with respect to certain fees to be paid from time to time to the Bank Parties and their respective Affiliates in connection
with the transactions contemplated by the Transaction Documents.


 






     10


    


    

 


"Collateral
Deficit" and "Collateral Excess" are defined in the Margining Agreement.


 


"Collateral
Documents" means the Pledge and Security Agreement, the Margining Agreement, the Securities Account Control Agreement,
the Existing Account Control Agreement, the Borrower Power of Attorney and all other instruments, documents and agreements delivered
by or on behalf of any Credit Party pursuant to this Agreement or any of the other Transaction Documents in order to grant to,
or perfect in favor of, the Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property
of that Credit Party as security for the Obligations.


 


"Collateral
Obligation" means any Loan Obligation, Bond or Eligible Equity Interest, that, at the time it is Acquired (or a commitment
is made to Acquire such obligation) by the Borrower, satisfies the applicable Collateral Obligation Criteria (except in each case
to the extent any one or more of such criteria are expressly waived in writing by the Specified Lender Parties in a valid Portfolio
Waiver in the manner and to the extent expressly set forth in this Agreement), all as determined from time to time by the Administrative
Agent.


 


"Collateral
Obligation Criteria" means, with respect to any asset, each of the following:


 


(a)           Asset
Type. Such asset is a Loan Obligation (or a Participation therein), a Bond or an Eligible Equity Interest.


 


(b)           General
Criteria. In the case of each asset:


 


(1)       such
obligation is an Effective Date Collateral Obligation or has been approved by the Administrative Agent in accordance with the
procedures set forth Section 8;


 


(2)       it
is denominated in a Specified Currency and is neither convertible by the Obligor thereof into, nor payable in, any other currency;


 


(3)       such
asset is not a Defaulted Obligation or a Credit Risk Obligation;


 


(4)       such
asset is not a lease (including a finance lease);


 


(5)       such
asset is not an Interest Only Security;


 


(6)       such
asset does not constitute Margin Stock;


 


(7)       such
asset is one with respect to which the Borrower will receive payments due under the terms thereof and proceeds from disposing
of such asset free and clear of withholding tax, other than (A) withholding tax as to which the Obligor must make additional payments
so that the net amount received by the Borrower after satisfaction of such tax is the amount due to the Borrower before the imposition
of any withholding tax and (B) withholding tax on (x) late payment fees, prepayment fees or other similar fees and (y) amendment,
waiver, consent and extension fees;


 


(8)       such
asset is not a debt obligation whose repayment is subject to substantial non-credit related risk as determined by the Investment
Manager;


 


(9)       such
asset is not one pursuant to which any future advances or payments to the Obligor thereof may be required to be made by the Borrower
(other than to indemnify an agent or representative for lenders pursuant to the Reference Instruments);


 


(10)       such
asset is not a Structured Finance Obligation;


 






     11


    


    

 


(11)       the
purchase of such obligation will not require the Borrower or the pool of Collateral to be registered as an investment company
under the Investment Company Act;


 


(12)       such
asset is not a Synthetic Security;


 


(13)       such
asset does not include or support a letter of credit;


 


(14)       such
asset is not an interest in a grantor trust;


 


(15)       such
asset is issued by an Obligor that is Domiciled in the United States, the United Kingdom, Canada or Brazil;


 


(16)       such
asset is governed by the law of the United States or of any state thereof, or by English law;


 


(17)       such
asset is not issued by an Obligor located in a country, which country on the date on which the obligation is acquired by the Borrower
imposed foreign exchange controls that effectively limit the availability or use of U.S. Dollars (or any other relevant Specified
Currency) to make when due the scheduled payments of principal thereof and interest thereon;


 


(18)       its
Acquisition will not result in the imposition of stamp duty or stamp duty reserve tax payable by the Borrower, unless such stamp
duty or stamp duty reserve tax has been included in the purchase price of such obligation;


 


(19)       upon
Acquisition, such asset is capable of being, and will be, the subject of a first fixed charge, a first priority security interest
or other arrangement having a similar commercial effect in favor of the Collateral Agent for the benefit of the Secured Parties;


 


(20)       (A)
it is capable of being sold or assigned to or held by the Borrower, together with any associated security, without any breach
of applicable selling restrictions or of any contractual provisions and (B) it must permit assignments without the consent of
any Obligor, or any other restriction, following an event of default thereunder;


 


(21)       neither
Goldman Sachs & Co. nor any of its Affiliates is an Obligor thereon; and


 


(22)       neither
the Borrower, Franklin Square Holdings, L.P., EIG Asset Management, LLC nor any of their respective Affiliates is an Obligor thereon.


 


(c)           Loan
Obligations and Bonds. In the case of each asset that is a Loan Obligation (including a Participation therein) or a Bond:


 


(1)       such
obligation does not mature more than eight years after the date on which it was Acquired;


 


(2)       such
obligation provides for a fixed amount of principal payable in Cash on scheduled payment dates and/or at maturity and does not
by its terms provide for earlier amortization or prepayment at a price of less than par;


 


(3)       such
obligation is not, by its terms, convertible into or exchangeable for an Equity Security at any time over its life;


 






     12


    


    

 


(4)       it
must require the consent of at least 66 2⁄3 percent of the lenders to the Obligor thereunder for any change that extends the
time for, or reduces, waives or forgives the amount of, any payment of principal or interest on such obligation (for the avoidance
of doubt, excluding any changes originally envisaged in the loan documentation);


 


(5)       such
asset is Registered;


 


(6)       if
such asset is in the form of a Participation, such Participation (x) is a Qualified Participation and (y) has not been outstanding
for more than 40 days after its Acquisition; and


 


(7)       such
asset is a Transferable Bond, an Assignable Loan or a Consent Required Loan and, in each case, no rights of first refusal, rights
of first offer, last looks, drag along rights or tag along rights (in each case however designated or defined, and whether in
the underlying instruments governing such obligation, in any intercreditor agreement or agreement among lenders relating to such
obligation or otherwise) exist in favor of any other holder of such obligation or any other Person.


 


(d)           Eligible
Equity Interests. In the case of each asset that is an Eligible Equity Interest:


 


(1)       such
asset is Freely Transferable and Pledgeable; and


 


(2)       the
Obligor that issued such asset has not issued any other shares, interests, participations or other equivalents (however designated)
of capital stock that are senior or pari passu (unless issued on identical terms and conditions to such asset) in any respect
to such Eligible Equity Interest, or incurred any indebtedness or other material liabilities.


 


(e)           Brazilian
Assets. In the case of each asset for which the Obligor thereon is Domiciled in Brazil, such asset is fully secured by offshore
collateral, as determined by the Administrative Agent.


 


"Collateral
Portfolio" means on any date of determination, all Pledged Obligations and all Cash held in any Borrower Account (excluding
Eligible Investments and Cash constituting, in each case, Interest Proceeds).


 


"Collateral
Portfolio Calculation Amount" means, for any Collateral Obligation (excluding any Excess Concentration Amounts thereof)
included in the Borrowing Base at any time, an amount equal to the product of:


 


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


 


(b)       the
Assigned Price (expressed as a percentage) therefor; and


 


(c)       the
Initial FX Rate therefor,


 


all
as determined by the Calculation Agent.


 


"Collateral
Portfolio Calculation Base" means, on any date, an amount equal to the sum of the Collateral Portfolio Calculation Amounts
of all Collateral Obligations included in the Borrowing Base at such time.


 


"Collateral
Portfolio Requirements" means, at any time, requirements that are in compliance at such time if and only if (except in
each case to the extent any one or more of such criteria are
expressly waived in writing by the Specified Lender Parties in a valid Portfolio Waiver in the manner and to the extent expressly
set forth in Section 8 of this Agreement), all as calculated by the Calculation Agent:


 






     13


    


    

 





 


(a)       the
sum of the Collateral Portfolio Calculation Amounts of all Collateral Obligations included in the Borrowing Base issued by any
single Obligor and its affiliates does not exceed 8% of the Collateral Portfolio Calculation Base at such time; provided
that (x) the Collateral Portfolio Calculation Amounts of all Collateral Obligations included in the Borrowing Base issued by one
Obligor and its affiliates may exceed 8% of the Collateral Portfolio Calculation Base at such time so long such amount does not
exceed 12% at such time and (y) the Collateral Portfolio Calculation Amounts of all Collateral Obligations included in the Borrowing
Base of any three Obligors and their respective Affiliates does not exceed, collectively, 30% of the Collateral Portfolio Calculation
Base at such time;


 


(b)       the
sum of the Collateral Portfolio Calculation Amounts of all Collateral Obligations included in the Borrowing Base that are Second
Lien Loan Obligations, Second Lien Bonds and Eligible Equity Interests does not exceed, collectively, 40% of the Collateral Portfolio
Calculation Base at such time; provided that the sum of the Collateral Portfolio Calculation Amounts of all Collateral
Obligations included in the Borrowing Base that are Eligible Equity Interests does not exceed 30% of the Collateral Portfolio
Calculation Base at such time;


 


(c)       the
sum of the Collateral Portfolio Calculation Amounts of all Collateral Obligations included in the Borrowing Base that are not
denominated in USD does not exceed 25% of the Collateral Portfolio Calculation Base at such time; provided that the sum
of the Collateral Portfolio Calculation Amounts of all Collateral Obligations included in the Borrowing Base that are denominated
in BRL does not exceed 5% of the Collateral Portfolio Calculation Base at such time;


 


(d)       the
sum of the Collateral Portfolio Calculation Amounts of all Collateral Obligations included in the Borrowing Base that are Participations
does not exceed, collectively, 15% of the Collateral Portfolio Calculation Base at such time; and


 


(e)
the sum of the Collateral Portfolio Calculation Amounts of all Collateral Obligations included in the Borrowing Base that are
Midstream Collateral Obligations plus the Cash Value at such time must be at least equal to 20% of the Collateral Portfolio Calculation
Base at such time; provided that when calculating compliance with this clause (e), the Cash Value shall be added to the Collateral
Portfolio Calculation Amount of such Midstream Collateral Obligations and be counted towards such 20% threshold.


 


"Commitment"
means:


 


(a)       With
respect to the lending facility under this Agreement, the commitment of a Lender to make or otherwise fund a Loan, and "Commitments"
means such commitments of all Lenders in the aggregate. The amount of each Lender's Commitment is set forth on Appendix A or in
the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof (including
increases pursuant to Section 2.1(d)). For the avoidance of doubt, Commitments of the Lenders hereunder include New Commitments.


 


(b)       With
respect to Collateral Obligations, a binding commitment pursuant to FSEP's and/or the Investment Manager's then current
policies and procedures to purchase or sell a loan or bond between the buyer and seller of such loan or bond entered into
pursuant to customary documents in the relevant market. The terms "Commit" and "Committed"
have correlative meanings. With respect to Underlying Assets contributed to the Borrower, the Borrower will be deemed to have
Committed to Acquire such Underlying Asset on the date on which such contribution occurs. With respect to Underlying Assets
originated by the Borrower, the Borrower will
be deemed to have Committed to Acquire such Underlying Asset on the date on which the Borrower becomes obligated to, or if earlier
in fact does, make or fund such Underlying Asset.


 






     14


    


    

 





 


"Confidential
Information" is defined in Section 11.22.


 


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


 


"Consent
Condition" means, for any Underlying Asset proposed to be acquired by the Borrower or any Collateral Obligation subject
to a Restructuring or Material Modification after it was acquired by the Borrower, a condition satisfied if the Requisite Lenders
consent to such acquisition, Restructuring or Material Modification, as applicable (which, as to any Lender, such Lender may withhold
in its sole and absolute discretion).


 


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


 


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


 


"Corporate
Trust Office" means respect to the Collateral Agent and each other Bank Party, the principal corporate trust office of
such Bank Party at:


 


Wells
Fargo Bank, National Association


Corporate
Trust Services Division


9062
Old Annapolis Road


Columbia,
MD 21045


Attention:
CDO Trust Services –‎ Gladwyne Funding LLC


Facsimile
No.: (410) 715 3748‎


 


or
such other address as such Bank Party may designate from time to time by notice to the Lenders, the other Agents, the Borrower
and the Investment Manager, or the principal corporate trust office of any successor Collateral Agent.


 


"Credit
Date" means the date of a Credit Extension.


 


"Credit
Definitions" means the 2003 ISDA Credit Derivatives Definitions as published by the International Swap and Derivatives
Association, Inc.


 


"Credit
Extension" means the making of a Loan.


 


"Credit
Party" means the Borrower.


 


"Credit
Risk Obligation" means any Collateral Obligation that, in the Investment Manager's judgment exercised in accordance with
the Investment Management Agreement, has a significant risk of declining in credit quality or price.


 






     15


    


    

 


"Currency
Shortfall" is defined in Section 7(d)(4).


 


"Current
FX Rate" means:


 


(a)            with
respect to a Specified Currency as of any date, the prevailing spot rate of exchange between the Specified Currency and USD as
of such date, determined in good faith by the Calculation Agent in a commercially reasonable manner; provided that:


 


(1)       if
the Specified Currency is USD, the Current FX Rate will be equal to 1; and


 


(2)       if
the Specified Currency is BRL, the Current FX Rate will be the spot rate for standard-size wholesale financial transactions involving
the exchange of BRL for U.S. Dollars delivered outside of Brazil, determined in good faith by the Calculation Agent in a commercially
reasonable manner (and, for the avoidance of doubt, will not be the official exchange rate or closing offered rate reported by
Banco Central do Brasil (Central Bank of Brazil)); and


 


(b)            with
respect to a Collateral Obligation at any time, the Current FX Rate for the Specified Currency in which such Collateral Obligation
is denominated and payable.


 


"Daily
Report" means the daily report provided to the Collateral Agent pursuant to Section 6.5(a).


 


"Daily
Undrawn Fee Calculation Amount" is defined in Section 2.7(c).


 


"Debt
Asset Rejection-Related Prepayment Right" is an event that shall arise if three unique and consecutive Rejected Acquisitions
occur with respect to Proposed Underlying Assets that are Bonds and/or Loan Obligations issued by obligors unaffiliated with one
another.


 


"Debtor
Relief Laws" means, collectively:


 


(a)          the
Bankruptcy Code; and


 


(b)         all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, reorganization, or similar debtor relief laws of the United States, any state thereof or any other applicable jurisdictions
from time to time in effect.


 


"Default"
means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.


 


"Defaulted
Asset Sale Failure" means the Borrower's failure to Commit to sell any Defaulted Obligation within 90 days of such Collateral
Obligation becoming a Defaulted Obligation, provided that (i) the failure to Commit to sell any Defaulted Obligation within
such 90 day period shall not result in a Defaulted Asset Sale Failure for so long as the Borrower continues to use commercially
reasonable efforts to continue to sell such Defaulted Obligation after such 90 day period and (ii) the failure to Commit to sell
any Defaulted Obligation within such 90 day period shall not result in a Defaulted Asset Sale Failure if a sale of such Defaulted
Obligation is blocked by operation of law, injunction or stay.


 


"Defaulted
Obligation" means a Collateral Obligation if, with respect to such Collateral Obligation, there has occurred any one
or more of the following:


 






     16


    


    

 


(a)       a
Bankruptcy (as defined in the 2003 ISDA Credit Derivatives Definitions as published by the International Swap and Derivatives
Association, Inc.) with respect to the related Obligor; or


 


(b)       after
the expiration of any applicable grace period (however defined in such Collateral Obligation's Reference Instrument), the occurrence
of a non-payment of a payment of interest that would accrue during the related calculation period for such Collateral Obligation
or principal on the Collateral Obligation when due, in accordance with the terms of the Reference Instrument at the time of such
failure.


 


"Defaulting
Lender" means, subject to Section 2.17(b), any Lender that:


 


(a)       during
the Availability Period, has failed to (1) fund all or any portion of its Loans within two Business Days of the date such Loans
were required to be funded hereunder, unless such Lender notifies the Administrative Agent and the Borrower in writing that such
failure is the result of such Lender's determination that one or more conditions precedent to funding (which conditions precedent,
together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (2)
pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days
of the date when due; or


 


(b)       the
Administrative Agent has received notification during the Availability Period that such Lender is (1) insolvent, or is generally
unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a
general assignment for the benefit of its creditors or (2) the subject of a bankruptcy, insolvency, reorganization, liquidation
or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such
Lender, or such Lender has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding
or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition
of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as
such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United
States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority
or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.


 


"Delaware
LLC" means a limited liability company formed under the Limited Liability Company Act of the State of Delaware.


 


"Deliver"
or "Delivery" means the taking of the following steps:


 


(1)       in
the case of each Certificated Security (other than a Clearing Corporation Security) or instrument, (A) causing the delivery to
the Borrower Accounts Securities Intermediary of the original executed certificate or other writing that constitutes or evidences
such Certificated Security or instrument, registered in the name of the Borrower Accounts Securities Intermediary or endorsed
to the Borrower Accounts Securities Intermediary or in blank by an effective endorsement (unless such Certificated Security or
instrument is in bearer form in which case delivery alone shall suffice), (B) causing the Borrower Accounts Securities Intermediary
to maintain continuous possession of such Certificated Security or instrument and (C) causing the Borrower Accounts Securities
Intermediary to continuously identify on its books and records that such Certificated Security or instrument is credited to the
relevant Borrower Account;


 


(2)       in
the case of each Uncertificated Security (other than a Clearing Corporation Security), (A) causing such Uncertificated Security
to be continuously registered on the books of the issuer thereof to the Borrower Accounts Securities Intermediary and (B) causing
the Borrower Accounts
Securities Intermediary to continuously identify on its books and records that such Uncertificated Security is credited to the
relevant Borrower Account;


 






     17


    


    

 





 


(3)       in
the case of each Clearing Corporation Security, causing (A) the relevant Clearing Corporation to continuously credit such Clearing
Corporation Security to the securities account of the Borrower Accounts Securities Intermediary at such Clearing Corporation and
(B) the Borrower Accounts Securities Intermediary to continuously identify on its books and records that such Clearing Corporation
Security is credited to the relevant Borrower Account;


 


(4)       in
the case of any Financial Asset that is maintained in book-entry form on the records of a Federal Reserve Bank, causing (A) the
continuous crediting of such Financial Asset to a securities account of the Borrower Accounts Securities Intermediary at any Federal
Reserve Bank and (B) the Borrower Accounts Securities Intermediary to continuously identify on its books and records that such
Financial Asset is credited to the relevant Borrower Account;


 


(5)       in
the case of Cash or money, (A) causing the delivery of such Cash or money to the Borrower Accounts Securities Intermediary, (B)
causing the Borrower Accounts Securities Intermediary to treat such Cash or money as a Financial Asset maintained by the Borrower
Accounts Securities Intermediary for credit to the relevant Borrower Account in accordance with the provisions of Article 8 of
the UCC, and (C) causing the Borrower Accounts Securities Intermediary to continuously indicate by book-entry that such Cash or
money is credited to the relevant Borrower Account;


 


(6)       in
the case of each Financial Asset not covered by the foregoing subclauses (1) through (5), (A) causing the transfer of such Financial
Asset to the Borrower Accounts Securities Intermediary in accordance with applicable law and regulation and (B) causing the Borrower
Accounts Securities Intermediary to continuously credit such Financial Asset to the relevant Borrower Account;


 


(7)       in
the case of any general intangible (including any participation interest not evidenced by an instrument or Certificated Security),
by:


 


(A)       causing
the Borrower to become and remain the owner thereof and causing a UCC-1 financing statement describing the Collateral and naming
the Borrower as debtor and the Collateral Agent as secured party to be filed (and remain effective) by the Borrower with the Secretary
of State of Delaware within ten (10) days after the Closing Date, or


 


(B)       (1)
causing the Borrower Accounts Securities Intermediary to become and remain the owner thereof, (2) causing the Borrower Accounts
Securities Intermediary to credit and continuously identify such general intangible to the relevant Borrower Account, (3) causing
the Borrower Accounts Securities Intermediary to agree to treat such general intangible as a Financial Asset and (4) causing the
Borrower Accounts Securities Intermediary to agree pursuant to the Securities Account Control Agreement to comply with Entitlement
Orders related thereto originated by the Collateral Agent without further consent by the Borrower.


 


In
addition, with respect to clause (7), the Investment Manager on behalf of the Borrower will use commercially reasonable efforts
to obtain any and all consents required by the underlying agreements relating to any such general intangibles for the transfer
of ownership and/or pledge hereunder (except to the extent that the requirement for such consent is rendered ineffective under
Section 9-406 or 9-408 of the UCC); and


 


(8)       in
the case of each Collateral Obligation, no later than thirty (30) days after the later of (i) the Effective Date or (ii) the date
of Acquisition, deliver copies of (x) with respect to a Collateral Obligation Acquired by assignment, a copy of each executed
document or instrument evidencing the assignment
of such Collateral Obligation to the Borrower and showing the Borrower as the lender of record on the Collateral Obligation, (y)
with respect to an originated Collateral Obligation, a copy of the executed principal Reference Instruments governing such Collateral
Obligation showing the Borrower as the lender of record on the Collateral Obligation and (z) with respect to a Collateral Obligation
Acquired by Participation, a copy of each executed document or instrument evidencing the assignment of such Collateral Obligation
to the Selling Institution or a copy of the executed principal Reference Instruments governing such Collateral Obligation, as
applicable, in each case showing the relevant Selling Institution as the lender of record on such Collateral Obligation.


 






     18


    


    

 





 


Notwithstanding
the foregoing, any property or asset will also be "delivered" for purpose of this definition if it is delivered in a
method specified in an Opinion of Counsel as sufficient to result in a first priority perfected security interest in favor of
the Collateral Agent.


 


"deposit
accounts" has the meaning specified in the UCC.


 


"Deposit
Account" means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union
or like organization, other than an account evidenced by a negotiable certificate of deposit.


 


"Determination
Date" means, with respect to a Payment Date, the last Business Day of the immediately preceding Due Period.


 


"Diligence
Information" is defined in Section 8.2(a)(4).


 


"Disposition"
means the sale, transfer, assignment or other disposition of an asset. "Dispose" has a corresponding meaning.


 


"Dispute"
and "Dispute-Related Repayment Right" are defined in the Margining Agreement.


 


"Distribution"
means any payment of principal or interest or any dividend, premium or fee payment made on, or any other distribution in respect
of, a security or obligation.


 


"Disqualified
Institution" means (a) Goldman Sachs BDC, Inc. or any Person that is primarily engaged in the business of private direct
lending as a business development company, mezzanine fund, private debt fund, hedge fund or private equity fund, which is in direct
competition with the Borrower (provided that in no event shall any commercial bank, investment bank or insurance company
be deemed a Disqualified Institution hereunder) and (b) any Person that is not organized under the laws of the United States of
America, any state thereof or the District of Columbia. For the avoidance of doubt, the term "Disqualified Institution"
shall not include any affiliate of any Disqualified Institution unless such affiliate independently meets the criteria set forth
above.


 


"Dollar
Equivalent" means, as to any amount in any Specified Currency at any time, such amount converted to USD at the Current
FX Rate for such Specified Currency at such time, as determined by the Calculation Agent.


 


"Dollars",
"USD" and the sign "$" mean the lawful money of the United States of America.


"Domicile"
means, with respect to any issuer of, or obligor with respect to, a Collateral Obligation, its country of organization.


 


"Draft
Amendment Package" has the meaning set forth in Section 5.9. 


 


"Due
Date" means each date on which a Distribution is due on a Pledged Obligation.


 






     19


    


    

 


"Due
Period" means, with respect to any Payment Date, the period commencing on the day immediately following the eighth Business
Day prior to the preceding Payment Date (or in the case of the Due Period relating to the First Payment Date, beginning on the
Effective Date) and ending on (and including) the eighth Business Day prior to such Payment Date (or, (a) in the case of the Due
Period relating to the First Payment Date, ending on the seventh Business Day prior to such First Payment Date and (b) in the
case of a Due Period that is applicable to the Payment Date relating to the Maturity Date ending on (and including) the Business
Day immediately preceding such Payment Date).


 


"Early
Opt-in Election" means the occurrence of:


 


(1)
       (i) a determination by the Administrative Agent or (ii) a notification by the Requisite
Lenders to the Administrative Agent (with a copy to the Borrower) that the Requisite Lenders have determined that U.S. dollar-denominated
syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 2.19 are
being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace Libor, and


 


(2)
       (i) the election by the Administrative Agent or (ii) the election by the Requisite Lenders
to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written
notice of such election to the Borrower and the Lenders or by the Requisite Lenders of written notice of such election to the
Administrative Agent.


 


"EEA
Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.


 


"Effective
Date" means December 2, 2019.


 


"Effective
Date Collateral Obligation" means each Collateral Obligation identified on Appendix C-2.


 


"Eligible
Assignee" means any Person other than a Natural Person or a Disqualified Institution that is (a) a Lender, an affiliate
of any Lender or a Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof),
or (b) a commercial bank, insurance company, investment or mutual fund or other entity that is an "accredited investor"
(as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course of business;
provided that no Defaulting Lender, Credit Party or Affiliate of a Credit Party shall be an Eligible Assignee.


 


"Eligible
Equity Interest" means a preferred Equity Interest backed by corporate cash flows and/or asset value, as determined by
the Administrative Agent.


 


"Eligible
Investment" means any (a) Cash or (b) Dollar denominated investment that, at the time it, or evidence of it, is Delivered
to the Collateral Agent (directly or through an intermediary or bailee), is one or more of the following obligations or securities
(in each case denominated in a Specified Currency):


 


(a)       direct
Registered debt obligations of, and Registered debt obligations the timely payment of principal and interest on which is fully
and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America the
obligations of which are expressly backed by the full faith and credit of the United States of America that satisfies the Eligible
Investment Required Ratings at the time of such investment or contractual commitment providing for such investment;


 


(b)       demand
and time deposits in, certificates of deposit of, trust accounts with, bankers' acceptances issued by, or federal funds sold by
any depository institution or trust company (x) incorporated under the laws of the United States of America (including the Bank)
or any
state thereof and subject to supervision and examination by federal and/or state banking authorities, or (y) organized under the
laws of a jurisdiction the legal currency of which is a Specified Currency (other than USD) or any province or state thereof and
subject to supervision and examination by banking authorities of such jurisdiction or such province or state, in each case payable
within 183 days of issuance, so long as the commercial paper and/or the debt obligations of such depository institution or trust
company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations
of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible
Investment Required Ratings;


 






     20


    


    







 


(c)       unleveraged
repurchase obligations with respect to (x) any security described in clause (a) above or (y) any other security issued or guaranteed
by an agency or instrumentality of the United States of America, in either case entered into with a depository institution or
trust company (acting as principal) described in clause (b) above or entered into with an entity (acting as principal) with, or
whose parent company has, the Eligible Investment Required Ratings;


 


(d)       Registered
debt securities bearing interest or sold at a discount with maturities up to 365 days (but in any event such securities will mature
by the next succeeding Payment Date) issued by any entity formed under the laws of the United States of America or any State thereof
that have a S&P rating of "AA" or better at the time of such investment or contractual commitment providing for
such investment;


 


(e)       commercial
paper or other short-term debt obligations with the Eligible Investment Required Ratings and that either bear interest or are
sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance; provided
that this clause (e) will not include extendible commercial paper or asset backed commercial paper; and


 


(f)       money
market funds which have, at the time of such reinvestment, a credit rating of "AAA" by S&P;


 


subject,
in each case, to such obligations or securities having a maturity date not later than the earlier of (A) the date that is 60 days
after the date of Delivery thereof and (B) the Business Day immediately preceding the Payment Date immediately following the date
of Delivery thereof; provided that Eligible Investments shall not include (1) any interest-only security, any security
purchased at a price in excess of 100% of the par value thereof or any security whose repayment is subject to substantial non-credit
related risk as determined in the sole judgment of the Investment Manager, (2) any security whose rating assigned by S&P includes
the subscript "f", "p", "q", "pi", "r", "sf" or "t" (3)
any security that is subject to an Offer, (4) any other security that is an asset the payments on which are subject to withholding
tax if owned by the Borrower unless the issuer or obligor or other Person (and guarantor, if any) is required to make "gross-up"
payments that cover the full amount of any such withholding taxes, or (5) any security secured by real property. Eligible Investments
may include those investments with respect to which the Bank or an Affiliate of the Bank is an obligor or provides services and
receives compensation. The Collateral Agent will not be responsible for determining or overseeing compliance with the ‎foregoing.


 


"Eligible
Investment Required Ratings" means a long-term senior unsecured debt rating of at least "A" and a short-term
credit rating of at least "A-1" by S&P (or, if such institution has no short-term credit rating, a long-term senior
unsecured debt rating of at least "A+" by S&P).


 


"Employee
Benefit Plan" means any "employee benefit plan" is defined in Section 3(3) of ERISA which is or was sponsored,
maintained or contributed to by, or required to be contributed by, any Credit Party or any of their respective ERISA Affiliates.


 


"Enforcement
Priority of Payments" is defined in Section 7(c).


 


"Entitlement
Order" has the meaning specified in Section 8-102(a)(8) of the UCC.


 






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


 


"Equity
Owner" means FS Energy and Power Fund, as the owner of the entire membership interest of the Borrower.


 


"Equity
Security" means (a) any equity security or any other security that is not eligible for purchase by the Borrower hereunder
and is received with respect to a Collateral Obligation or (b) any security purchased as part of a "unit" with a Collateral
Obligation and that itself is not eligible for purchase by the Borrower hereunder.


 


"ERISA"
means the Employee Retirement Income Security Act of 1974.


 


"ERISA
Affiliate" means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations
within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (b) any trade or business
(whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of
Section 414(c) of the Internal Revenue Code of which that Person is a member; and (c) any member of an affiliated service group
within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause
(a) above or any trade or business described in clause (b) above is a member. Any former ERISA Affiliate of the Borrower or any
of its Subsidiaries shall continue to be considered an ERISA Affiliate of the Borrower or any such Subsidiary within the meaning
of this definition with respect to the period such entity was an ERISA Affiliate of the Borrower or such Subsidiary and with respect
to liabilities arising after such period for which the Borrower or such Subsidiary could be liable under the Internal Revenue
Code or ERISA.


 


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


 


"EU
Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any
successor person) from time to time.


 


"Event
of Default" has the meaning specified in Section 9.


 


"Excess
Concentration Amount" means, with respect to any Collateral Obligation included in the Borrowing Base on any date (the
"calculation date" for purposes hereof), the amount by which such Collateral Obligation causes any Collateral
Portfolio Requirement to be out of compliance, all as determined by the Calculation Agent; provided that, solely in the
case of non-compliance with clause (e) of the definition of Collateral Portfolio Requirement exclusively, such non-compliance
shall only be counted towards any Excess Concentration Amount from the date that is three (3) Business Days after the date upon
which the Administrative Agent has notified the Borrower in writing of such non-compliance.


 


"Excess
Cure Collateral Refund Amount" is defined in the Margining Agreement.


 


"Exchange
Act" means the Securities Exchange Act of 1934.


 





 






     22


    


    

 


"Excluded
Tax" means any of the following Taxes imposed on or with respect to Administrative Agent and any Lender (each a "Recipient")
or required to be withheld or deducted from a payment
under a Transaction Document 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,
United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable
interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest
in the Loan or Commitment (other than pursuant to an assignment request by Borrower)) or (ii) such Lender changes its lending
office, except in each case to the extent that, pursuant to Section 2.15(b), 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 2.15(c) and (d) any
U.S. federal withholding Taxes imposed under FATCA.


 


"Existing
Account" means an account identified on the Existing Account Schedule.


 


"Existing
Account Bank" means Citibank, N.A., a national banking association, and any successor thereto.


 


"Existing
Account Schedule" means Schedule B hereto.


 


"Existing
Account Control Agreement" means the securities account control agreement dated on or around the Effective Date among
the Borrower, the Collateral Agent, as secured party, and the Existing Account Bank, with respect to the Existing Accounts.


 


"Existing
Credit Agreement" is defined in the recitals.


 


"Existing
Loans" means the Loans (as defined in the Existing Credit Agreement) made under the Existing Credit Agreement and outstanding
as of the Effective Date.


 


"Failure
to Pay" is defined in the definition of "Zero Value Event".


 


"FATCA"
means Sections 1471 through 1474 of the Internal Revenue Code as of the date of this Agreement (including any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or
official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and
any applicable intergovernmental agreement with respect thereto and applicable official implementing guidance thereunder.


 


"Federal
Funds Effective Rate" means for any day, the rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published
by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is
not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative Agent on such
day on such transactions as determined by the Administrative Agent.


 


"Federal
Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


"Fee
Letter" means each of (a) the Agent Fee Letters and (b) the GS Fee Letter.


 


"Financial
Asset" has the meaning specified in Section 8-102(a)(9) of the UCC.


 






     23


    


    

 


"Financial
Covenant Compliance Certificate" means a certificate duly executed by the Borrower and the Equity Holder in the form
of Exhibit I.


 


"First
Lien Bond" means a senior secured Bond, as determined by the Administrative Agent.


 


"First
Lien Loan Obligation" means a first lien Loan Obligation, as determined by the Administrative Agent.


 


"First
Payment Date" means January 15, 2020.


 


"First
Priority" means, with respect to any Lien purported to be created in any Collateral pursuant to any Transaction Document,
that such Collateral is subject to no equal or prior Lien (and is not subject to any other Liens).


 


"Freely
Transferable" means, with respect to each Underlying Asset, that:


 


(a)       such
Underlying Asset may be transferred by the owner thereof (or by the Collateral Agent upon foreclosure) under the related underlying
instruments and applicable law, in each case without the consent of any Obligor thereon or obtaining any third party or governmental
consents or authorizations (other than any customary agent consents with respect to such asset); it being agreed that a requirement
that the transferee for any Underlying Asset be a bank or other financial institution shall not preclude such Asset from being
Freely Transferable for purposes of this clause (a); and


 


(b)       Escrowed
Assignment Agreement Documents with respect to such Underlying Asset are held by the Collateral Agent.


 


"FSEP"
is defined in Schedule A.


 


"Funding
Notice" means a notice substantially in the form of Exhibit A.


 


"GAAP"
means, subject to the provisions of Section 1.2, United States generally accepted accounting principles in effect as of the date
of determination thereof.


 


"GBP",
"Pounds Sterling" or "£" mean the lawful currency of the United Kingdom of Great Britain
and Northern Ireland.


 


"general
intangibles" has the meaning specified in the UCC.


 


"Goldman
Sachs" is defined in the preamble.


 


"Governmental
Authority" means any federal, state, municipal, national or other government, governmental department, commission, board,
bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether
associated with a state of the United States, the United States or any other foreign entity or government.


 


"Governmental
Authorization" means any permit, license, authorization, plan, directive, consent order or consent decree of or from
any Governmental Authority.


 


"Grant"
means to grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create
and grant a security interest in and right of set-off against, deposit, set over or confirm. A Grant of the Collateral, or of
any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder,
including the immediate continuing
right to claim for, collect, receive and receipt for principal and interest payments in respect of the Collateral, and all other
monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise
all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything
that the granting party is or may be entitled to do or receive thereunder or with respect thereto.


 






     24


    


    

 





 


"Grantor"
is defined in the Pledge and Security Agreement.


 


"GS
Fee Letter" means the Fee Letter dated on or around the Initial Funding Date between Goldman Sachs and the Borrower with
respect to certain fees to be paid from time to time to the Lenders.


 


"Highest
Lawful Rate" means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted
for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law,
under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable
laws now allow.


 


"Increased
Amount Date" is defined in Section 2.1(d)(1).


 


"Increased-Cost
Lenders" is defined in Section 2.18.


 


"Indemnified
Liabilities" means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages),
penalties, claims, actions, judgments, suits, fees, costs, expenses and disbursements of any kind or nature whatsoever (including
the reasonable fees and disbursements of external counsel for Indemnitees, including in connection with any investigative, administrative
or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated
as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations,
on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such
Indemnitee, in any manner relating to or arising out of any suit, action or other legal proceeding or investigation relating to
(a) acceptance or administration or the performance of its duties under‎ this Agreement or the other Transaction Documents
or the transactions contemplated hereby or thereby (including the Lenders' agreement to make Credit Extensions or the use or intended
use of the proceeds thereof), any amendments, waivers or consents with respect to any provision of this Agreement or any of the
other Transaction Documents, any exercise of its powers or duties under or enforcement of any of the Transaction Documents (including
any sale of, collection from, or other realization upon any of the Collateral) and any reasonable attorneys' fees and expenses
and court costs and any losses incurred directly as a result of a successful defense, in whole or in part, of any claim that an
Agent breached its standard of care or any successful action, claim or suit brought to enforce an Indemnitee's right to indemnification;
or (b) any Fee Letter or any other fee letter delivered by any Agent or any Lender to the Borrower with respect to the transactions
contemplated by this Agreement or any other Transaction Document. Without limiting the foregoing, the Borrower shall be liable
to each Lender for damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into or terminating
hedge transactions in connection with or as a result of an Event of Default, and any other loss, damage, cost or expense directly
arising or resulting from the occurrence of an Event of Default hereunder.


 


"Indemnitee"
is defined in Section 11.3(a).


 


"Independent"
means as to any Person, any other Person (including a firm of accountants or lawyers and any member thereof or an investment bank
and any member thereof) who (a) does not have and is not committed to acquire any material direct or any material indirect
financial interest in such Person or in any Affiliate of such Person, (b) is not connected with such Person as an officer, employee,
promoter, underwriter, voting trustee, partner, director or Person performing similar functions and (c) is not Affiliated with
a firm that fails to satisfy the criteria set forth in clauses (a) and (b).


 






     25


    


    

 


"Independent"
when used with respect to any accountant may include an accountant who audits the books of any Person if in addition to satisfying
the criteria set forth above the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code
of Ethics of the American Institute of Certified Public Accountants.


 


"Independent
Manager Agreement" means that certain agreement relating to the designation of Independent Managers, among the Borrower
and/or Member and Lord Securities Corporation, as such agreement may be amended from time to time.


 


"Independent
Managers" means the Independent Managers appointed in the Limited Liability Company Agreement of the Borrower.


 


"Initial
Buffer Asset Value" is defined in the Margining Agreement.


 


"Initial
Funding Date" means April 19, 2017.


 


"Initial
FX Rate" means, with respect to any Collateral Obligation, the Current FX Rate for such Collateral Obligation as at the
date on which the Acquisition of such Collateral Obligation has been approved pursuant to the provisions set forth in the Transaction
Documents.


 


If
the Borrower has Committed to Acquire a Collateral Obligation in more than one lot and/or a Collateral Obligation has been added
to the Underlying Portfolio in more than one lot (for example, by Commitments or Acquisitions on separate days), then each lot
of such a Collateral Obligation shall be treated as separate Collateral Obligations for purposes of determining the Initial FX
Rates therefor.


 


"instruments"
has the meaning specified in the UCC.


 


"Interest
Collection Accounts" means the trust accounts established pursuant to Section 6.2(a).


 


"Interest
Only Security" means any obligation or security that does not provide in the related Reference Instruments for the payment
or repayment of a stated principal amount in one or more installments on or prior to its stated maturity.


 


"Interest
Period" means, with respect to each Credit Extension:


 


(a)       the
period from (and including) the related Credit Date to but excluding the immediately following Payment Date, and


 


(b)       each
successive period from and including each Payment Date to but excluding the immediately following Payment Date until the Obligations
are repaid in full.


 


"Interest
Priority of Payments" is defined in Section 7(a).


 


"Interest
Proceeds" means, with respect to any Payment Date, without duplication:


 


(a)       all
payments of interest and dividends, commitment fees, facility fees and fees payable with respect to the approval of amendments,
waivers and similar actions received during the related Due Period on the Pledged Obligations (including Reinvestment Income,
if any), other than (x) any payment of interest received on any Defaulted Obligation if the outstanding principal amount thereof
then due and payable has not been received by the Borrower after giving effect to the receipt of such payments of interest and
(y) the amounts as specified in clause (f) of the definition of Principal Proceeds;


 






     26


    


    

 


(b)       to
the extent not included in the definition of "Sale Proceeds", if so designated by the Investment Manager and notice
thereof is conveyed in writing to the Collateral Agent, the Collateral Administrator and the Administrative Agent, any portion
of the accrued interest received during the related Due Period in connection with the sale of any Pledged Obligations (excluding
accrued interest received in connection with the sale of (x) Defaulted Obligations if the outstanding principal amount thereof
has not been received by the Borrower after giving effect to such sale, (y) Pledged Obligations in connection with a Voluntary
Prepayment or (z) an asset that was acquired with Principal Proceeds);


 


(c)       unless
otherwise designated by the Investment Manager as Principal Proceeds and notice thereof is conveyed in writing to the Collateral
Agent, the Collateral Administrator and the Administrative Agent, all amendment and waiver fees, all late payment fees and all
other fees received during such Due Period in connection with the Pledged Obligations, excluding (A) fees received in connection
with Defaulted Obligations (but only to the extent that the outstanding principal amount thereof has not been received by the
Borrower); (B) premiums (including prepayment premiums) constituting Principal Proceeds in accordance with subclause (c) of the
definition thereof); and (C) fees received in connection with the lengthening of the maturity of the related Collateral Obligation
or the reduction of the par of the related Collateral Obligation, in each case, as determined by the Investment Manager with notice
to the Collateral Agent, the Collateral Administrator and the Administrative Agent;


 


(d)       any
recoveries on Defaulted Obligations in excess of the outstanding principal amount thereof;


 


(e)       (x)
any amounts remaining on deposit in the Interest Collection Accounts from the immediately preceding Payment Date and (y) any Principal
Proceeds and unused proceeds transferred to the Borrowing Base Interest Collection Account for application as Interest Proceeds
as expressly provided for herein;


 


(f)       the
aggregate amount of the Investment Management Fees, if any, that the Investment Manager has elected to waive in the manner described
under Section 6 of the Investment Management Agreement (to the extent not included in Principal Proceeds); and


 


(g)       all
payments of principal and interest on Eligible Investments purchased with the proceeds of any of subclauses (a) through (f) of
this definition (without duplication);


 


provided
that, in connection with the final Payment Date, Interest Proceeds shall include any amount referred to in subclauses (a)
through (f) above that is received from the sale of Collateral Obligations on or prior to the day immediately preceding the final
Payment Date.


 


"Interest
Rate Determination Date" means, with respect to any Interest Period, the date that is two Business Days prior to the
first day of such Interest Period.


 


"Internal
Revenue Code" means the Internal Revenue Code of 1986.


 


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


 


"Investment
Management Agreement" means the Third Amended and Restated Investment Management Agreement dated on or around the Effective
Date by and among the Investment Manager and the Borrower, as amended from time to time in accordance with the terms thereof.


 


"Investment
Management Fee" means the Management Fee as defined in the Investment Management Agreement.


 






     27


    


    

 


"Investment
Manager" means FS Energy and Power Fund, a Delaware statutory trust, until a successor Person shall have become the investment
manager pursuant to the provisions of the Investment Management Agreement, and thereafter "Investment Manager" shall
mean such successor Person. Each reference herein to the Investment Manager shall be deemed to constitute a reference as well
to any agent of the Investment Manager and to any other Person to whom the Investment Manager has delegated any of its duties
hereunder in accordance with the terms of the Investment Management Agreement, in each case during such time as and to the extent
that such agent or other Person is performing such duties.


 


"investment
property" has the meaning specified in the UCC.


 


"investments"
has the meaning specified in the UCC.


 


"Lender"
means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto
pursuant to an Assignment Agreement.


 


"Libor"
means the London interbank offered rate.


 


"Lien"
means (a) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature
thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (b) in
the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.


 


"Limited
Guarantor" means the Equity Owner.


 


"Limited
Guaranty" means the Non-Recourse Carveout Guaranty Agreement dated on or around the Effective Date between the Limited
Guarantor, the Collateral Agent and Goldman Sachs.


 


"Limited
Liability Company Agreement" means the governing organizational document of the Borrower.


 


"Loan"
is defined in Section 2.1(a).


 


"Loan
Obligations" means, collectively, commercial loans and Participations.


 


"Make-Whole
Amount" means, in connection with a Make-Whole Event, an amount equal to the aggregate amount of Spread that would otherwise
have been payable to the Lenders hereunder (in each case on an aggregate principal amount of Loans equal to the related Make-Whole
Calculation Amount) during the period from and including the date on which such Make-Whole Event occurs to but excluding the scheduled
Maturity Date, discounted to present value, all as calculated by the Calculation Agent.


 


"Make-Whole
Calculation Amount" means, in connection with:


 


(a)       a
Voluntary Commitment Reduction, the amount of the relevant Voluntary Commitment Reduction; and


 


(b)       the
acceleration of the Loans under Section 9, the Adjusted USD Facility Amount.


 


"Make-Whole
Event" means, during the Non-Call Period, each of:


 


(a)       the
occurrence of a Voluntary Commitment Reduction during the Availability Period, other than during the continuance of (i) a Rejection-Related
Prepayment Right (in each case
to the extent of the related Rejection-Related Prepayment Amount) or (b) a Dispute-Related Repayment Right; or


 






     28


    


    

 





 


(b)       the acceleration of the Loans under Section 9.




 


For
the avoidance of doubt, more than one Make-Whole Event may occur but only one, if any, Make-Whole Amount shall be due with respect
to any single Make-Whole Event.


 


"Margin
Account" means the trust account maintained pursuant to Section 6.3(d).


 


"Margin
Funding Notice" is defined in the Margining Agreement.


 


"Margining
Agreement" means the Amended and Restated Margining Agreement dated on or around the Effective Date, between the Borrower
and the Calculation Agent, as amended from time to time in accordance with the terms thereof, in substantially the form of Exhibit
G.


 


"Margin
Notice Deadline" is defined in the Margining Agreement.


 


"Margin
Stock" means margin stock as defined under Regulation U, including any debt security which is by its terms convertible
into "Margin Stock".


 


"Market
Value" means, with respect to any Collateral Obligation, the Asset Current Price thereof. With respect to any Eligible
Investment, "Market Value" means (a) the average of at least three firm bids obtained by the Investment Manager
from nationally recognized dealers (that are Independent of the Investment Manager and Independent of each other) that the Investment
Manager determines (in its sole discretion) to be reasonably representative of the Eligible Investment's current market value
and reasonably reflective of current market conditions; (b) if only two such bids can be obtained, the lower of such two bids
shall be the Market Value of the Eligible Investment; (c) if only one such bid can be obtained, such bid shall be the Market Value
of the Eligible Investment; and (d) if no such bids can be obtained, then, the Market Value of such the Eligible Investment shall
be zero.


 


"Material
Action" means to: (a) file or consent to the filing of any bankruptcy, insolvency or reorganization petition under any
applicable federal, state or other law relating to a bankruptcy naming the Borrower as debtor or other initiation of bankruptcy
or insolvency proceedings by or against the Borrower, or otherwise seek, with respect to the Borrower, relief under any laws relating
to the relief from debts or the protection of debtors generally; (b) seek or consent to the appointment of a receiver, liquidator,
conservator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower or all or any portion of its
properties; (c) make or consent to any assignment for the benefit of the Borrower's creditors generally; (d) admit in writing
the inability of the Borrower to pay its debts generally as they become due; (e) petition for or consent to substantive consolidation
of the Borrower with any other person; (f) amend or alter or otherwise modify or remove all or any part of Section 9(j) of the
Borrower's Limited Liability Company Agreement; or (g) amend, alter or otherwise modify or remove all or any part of the definition
of "Independent Manager" or the definition of "Material Action" in the Borrower's Limited Liability Company
Agreement.


 


"Material
Adverse Effect" means a material adverse effect on and/or material adverse developments with respect to (a) the business,
operations, properties, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) the ability of
any Credit Party to fully and timely perform its Obligations; (c) the legality, validity, binding effect or enforceability against
a Credit Party of a Transaction Document to which it is a party; or (d) the rights, remedies and benefits available to, or conferred
upon, any Agent, any Lender or any other Secured Party under any Transaction Document.


 


"Material
Amendment" means an Amendment that the Administrative Agent determines reasonably and in good faith (after receipt of
the related Draft Amendment Package and an opportunity for the Borrower to consult with the Administrative Agent) that could reasonably
be expect to (a) have a material adverse effect on (1) the business, operations, properties, assets or financial condition of
the related
obligors; (2) the ability of the related obligors to fully and timely perform their obligations; (3) the legality, validity, binding
effect or enforceability against the related Reference Instruments; (4) the rights, remedies and benefits available to, or conferred
upon, any agent, any lender or any other secured party under any Reference Instrument; or (5) the value or liquidity of the related
Collateral Obligation; (b) waive, reduce or otherwise materially modify terms and conditions under the Reference Instruments relating
to the financial performance of the related obligor or material operational covenants of the related obligor in any manner that
would reasonably be expected to be materially adverse to the Lenders; or (c) result in the related Collateral Obligation failing
to satisfy any of the elements in the definition of "Collateral Obligation".


 






     29


    


    







 


"Material
Amendment Information" means, with respect to each Collateral Obligation:


 


(a)       each Draft Amendment Package and all other all written information related to amendments, waivers, modifications or supplements
to any Reference Instrument governing such Collateral Obligation, including any written requests or written communications related
thereto; provided that requests or communications relating thereto will not constitute "Material Amendment Information"
to the extent that such request or communication consists solely of informal discussions relating to amendments, waivers, modifications
or supplements or of administrative matters in connection therewith; and




 


(b)       copies
of each executed amendment, waiver, modification and supplement to such Reference Instruments.


 


"Material
Contract" means any contract or other arrangement to which any Credit Party is a party (other than the Transaction Documents)
for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.


 


"Material
Modification" means a Specified Change.


 


"maturity"
means, with respect to any Collateral Obligation, the date on which such obligation shall be deemed to mature (or its maturity
date) shall be the earlier of (a) the Stated Maturity of such obligation and (b) if the Borrower has a right to require the issuer
or obligor of such Collateral Obligation to purchase, redeem or retire such Collateral Obligation (at par) on any one or more
dates prior to its Stated Maturity (a "put right") and the Investment Manager determines that it shall exercise
such put right on any such date, the maturity date shall be the date specified in a certification provided to the Collateral Agent,
the Collateral Administrator and the Administrative Agent.


 


"Maturity
Date" means, the earlier of (a) December 2, 2022 and (b) the date on which all Loans shall become due and payable in
full hereunder, whether by acceleration or otherwise.


 


"Maximum
USD Facility Amount" means, at any date, (a) $475,000,000 plus (b) the aggregate principal amount of New Loans
that have been made on or prior to such date.


 


"Member"
means FS Energy and Power Fund, as the initial member of the Borrower, and any Person admitted as an additional member of the
Borrower or a substitute member of the Borrower pursuant to the provisions of Limited Liability Company Agreement, each in its
capacity as a member of the Company; provided that the term "Member" shall not include the Independent Managers.


 


"Midstream
Collateral Obligation" means a Collateral Obligation deemed a "Midstream Collateral Obligation" by the Administrative
Agent in its reasonable discretion at the time the Acquisition of such Collateral Obligation is approved by the Administrative
Agent in accordance with Section 8.2.


 


"Midstream
Collateral Obligation Rejection-Related Prepayment Right" is an event that shall arise if three unique and consecutive
Rejected Acquisitions occur with respect to Midstream Collateral Obligations; provided that no Midstream Collateral Obligation
Rejection-Related Prepayment Right
shall exist if the Administrative Agent has irrevocably waived clause (e) of the definition of Collateral Portfolio Requirement.


 






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"Monetary
Default" means a default by a party in the payment of money when due under a contractual arrangement (determined without
regard to any grace period otherwise specified), or a default by such party in the performance or observance of any other obligation
hereunder (determined without regard to any grace period otherwise specified) that by its terms can be cured solely by the payment
of money.


 


"money"
has the meaning specified in the UCC.


 


"Monthly
Report" is defined in Section 6.5(b).


 


"Moody's"
means Moody's Investors Service, Inc.


 


"Multiemployer
Plan" means any Employee Benefit Plan which is a "multiemployer plan" is defined in Section 3(37) of ERISA.


 


"Natural
Person" means a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of, a natural person.


 


"Non-Call
Period" means the period from the Effective Date to and including June 2, 2022.


 


"Net
Cash Amount" is defined in the Margining Agreement.


 


"Net
Purchased Loan Balance" means, as of any date of determination, an amount equal to the Dollar Equivalent of (a) the Aggregate
Principal Amount of all Collateral Obligations included in the Borrowing Base Acquired by the Borrower prior to such date minus
(b) the Aggregate Principal Amount of all Warranty Transferred Assets (other than any Warranty Transferred Assets that are
Buffer Assets) repurchased by the Equity Owner prior to such date.


 


"New
Commitments" is defined in Section 2.1(d)(1).


 


"New
Loan" is defined in Section 2.1(d)(3).


 


"Non-Consenting
Lender" is defined in Section 2.18.


 


"Non-Defaulting
Lender" means, at any time, each Lender that is not a Defaulting Lender at such time.


 


"Non-Private
Collateral Obligation" means a Collateral Obligation designated as such on Appendix C-2 and each other Collateral Obligation
designated as such pursuant to Section 8.2(a)(2).


 


"Non-US
Lender" is defined in Section 2.15(c).


 


"Note"
means a promissory note in form and substance satisfactory to the Borrower, the Administrative Agent and the Requisite Lenders.


 


"Obligations"
means all obligations (whether now existing or hereafter arising, absolute or contingent, joint, several or independent) of every
nature of each Credit Party, including obligations from time to time owed to the Agents (including former Agents), the Bank Parties,
the Lenders or any of them, under any Transaction Document, whether for principal, interest (including interest which, but for
the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not
a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), Ancillary Amounts, other
fees, expenses, indemnification or otherwise.


 






     31


    


    

 


"Obligor"
means, with respect to each Collateral Obligation, any Person that is a borrower, guarantor or other obligor on, or issuer of,
such Collateral Obligation.


 


"Offer"
means, (a) with respect to any Collateral Obligation or Eligible Investment, any offer by the issuer of such security or borrower
with respect to such debt obligation or by any other Person made to all of the holders of such security or debt obligation to
purchase or otherwise acquire such security or debt obligation or to exchange such security or debt obligation for any other security,
debt obligation, Cash or other property (other than, in any case, pursuant to any redemption in accordance with the terms of any
related Reference Instrument or for the purpose of registering the security or debt obligation) or (b) with respect to any Collateral
Obligation or Eligible Investment that constitutes a bond, any solicitation by the issuer of such security or borrower with respect
to such debt obligation or any other Person to amend, modify or waive any provision of such security or debt obligation.


 


"Officer"
means, with respect to the Borrower or any other limited liability company, any manager, officer or other person authorized pursuant
to, or by resolutions approved in accordance with, the operating agreement of such limited liability company to act on behalf
of such limited liability company; with respect to any corporation, any director, the Chairman of the Board, the President, any
Vice President, the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of such entity or such person's
attorney-in-fact; with respect to any partnership, any general partner thereof or such person's attorney-in-fact.


 


"Officer's
Certificate" means, with respect to any Person, a certificate signed by an Authorized Officer of such Person.


 


"Opinion
of Counsel" means, a written opinion addressed to the Collateral Agent, in form and substance reasonably satisfactory
to the Administrative Agent, of a nationally or internationally recognized law firm or an attorney at law admitted to practice
(or law firm, one or more of the partners of which are admitted to practice) before the highest court of any State of the United
States or the District of Columbia, which attorney may, except as otherwise expressly provided in this Agreement, be counsel for
the Borrower or the Investment Manager and which attorney or firm shall be reasonably satisfactory to the Administrative Agent.
Whenever an Opinion of Counsel is required hereunder, such Opinion of Counsel may rely on opinions of other counsel who are so
admitted and otherwise satisfactory which opinions of other counsel shall accompany such Opinion of Counsel and shall be addressed
to the Administrative Agent or shall state that the Administrative Agent shall be entitled to rely thereon.


 


"Organizational
Documents" means (a) with respect to any corporation or company, its certificate, memorandum or articles of incorporation,
organization or association and its by-laws; (b) with respect to any limited partnership, its certificate or declaration of limited
partnership and its partnership agreement; (c) with respect to any general partnership, its partnership agreement and (d) with
respect to any limited liability company, its articles of organization and its operating agreement. In the event any term or condition
of this Agreement or any other Transaction Document requires any Organizational Document to be certified by a secretary of state
or similar governmental official, the reference to any such Organizational Document shall only be to a document of a type customarily
certified by such governmental official.


 


"Other
Material Default" means a default (other than a Monetary Default) by a party in the performance or observance of any
material obligation of that party under a contractual arrangement that, with the giving of notice or lapse of time or both, would
become an Event of Default with respect to such party.


 


"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 any Loan or Transaction
Document).


 






     32


    


    

 





 


"Other
Taxes" means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges
or similar levies (and interest, fines, penalties and additions related thereto) arising from any payment made hereunder or from
the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Transaction Document, except
any such Taxes that are Other Connection Taxes imposed with respect to an assignment or other transfer (other than an assignment
made pursuant to Section 2.16 or Section 2.18).


 


"Participant
Register" is defined in Section 11.6(g)(1).


 


"Participation"
means an interest in a commercial loan acquired indirectly by way of participation from a Selling Institution.


 


"PATRIOT
Act" is defined in Section 3.1(j).


 


"Payment
Account" means the trust account maintained pursuant to Section 6.3(c).


 


"Payment
Date" means each of the following, as applicable: (a) the First Payment Date, (b) thereafter, each three-month anniversary
of the First Payment Date to, but excluding, the Maturity Date and (c) the Maturity Date. If any such date is not a Business Day,
then the Payment Date shall be the next following Business Day.


 


"Payment
Default" means any Event of Default specified in subclause (a) of Section 9.


 


"PBGC"
means the Pension Benefit Guaranty Corporation.


 


"Pension
Plan" means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal
Revenue Code or Section 302 of ERISA.


 


"Permitted
Repurchases" is defined in Section 8.3.


 


"Person"
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and Governmental Authorities.


 


"Platform"
means Debt Domain, Intralinks, SyndTrak or another relevant website or other information platform.


 


"Pledge
and Security Agreement" means the Amended and Restated Pledge and Security Agreement dated on or around the Effective
Date between the Borrower and the Collateral Agent, as amended from time to time in accordance with the terms thereof.


 


"Pledgeable"
means, with respect to each Underlying Asset, that such Underlying Asset may be pledged as collateral security by the owner thereof
under the related underlying instruments and applicable law, in each case without the consent of any Obligor thereon, obtaining
any third party or governmental consents or authorizations, delivery of legal opinions or any other conditions (in each case other
than any such consent that has been obtained and remains in full force and effect).


 


"Pledged
Obligations" means, on any date of determination, the Collateral Obligations and the Eligible Investments owned by the
Borrower that have been Granted to the Collateral Agent.


 


"Portfolio
Collateral Value" is defined in the Margining Agreement.


 






     33


    


    

 


"Portfolio
Waiver" is defined in Section 8.2.


 


"Preferred
Equity Rejection-Related Prepayment Right" is an event that shall arise if four of the previous ten Proposed Underlying
Assets that are Eligible Equity Interests issued by obligors unaffiliated with one another resulted in Rejected Acquisitions.


 


"Prime
Rate" means the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as
the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation's thirty largest banks),
as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other loans at rates
of interest at, above or below the Prime Rate.


 


"Principal
Balance" means, as of any date of determination, with respect to (a) any Collateral Obligation, the outstanding principal
amount (excluding any deferred or capitalized interest thereon) of such Collateral Obligation on such date; and (b) any Eligible
Investment or Cash, the outstanding principal amount of such Eligible Investment or Cash; provided that:


 


(1)       the
Principal Balance of each Defaulted Obligation shall be deemed to be zero; provided that (1) for the purpose of calculating
the amounts payable to the Collateral Agent pursuant to this Agreement and the Collateral Administrator pursuant to the Collateral
Administration Agreement, the Principal Balance of a Defaulted Obligation shall be the outstanding principal amount of such Defaulted
Obligation and (2) for the purpose of calculating the Investment Management Fee, the Principal Balance of a Defaulted Obligation
shall be the outstanding principal amount of such Defaulted Obligation;


 


(2)       the
Principal Balance of each Equity Security (other than an Eligible Equity Interest Acquired by the Borrower in compliance with
the terms set forth herein and in the other Transaction Documents) shall be deemed to be zero; and


 


(3)       the
Principal Balance of any Collateral Obligations and any Eligible Investments in which the Collateral Agent does not have a first
priority perfected security interest shall be deemed to be zero; provided that for the purpose of calculating the Management
Fees and the amounts payable to the Collateral Agent pursuant to this Agreement and the Collateral Administrator pursuant to the
Collateral Administration Agreement, the Principal Balance of such Collateral Obligation or Eligible Investment shall be the outstanding
principal amount thereof.


 


"Principal
Collection Accounts" means the trust accounts maintained pursuant to Section 6.3(a).


 


"Principal
Office" means, (i) for each Agent other than the Collateral Agent and the Collateral Administrator, such Person's "Principal
Office" as set forth on Appendix B, (ii) for the Collateral Agent and the Collateral Administrator, the Corporate Trust Office,
or (iii) such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate
in writing to the Borrower, the Administrative Agent, the Collateral Agent and each Lender.


 


"Principal
Payments" means, with respect to any Payment Date, an amount equal to the sum of any payments of principal (including
optional or mandatory redemptions or prepayments) received on the Pledged Obligations during the related Due Period, including
payments of principal received in respect of exchange offers and tender offers and recoveries on Defaulted Obligations up to the
outstanding principal amount thereof, but not including Sale Proceeds received during the Reinvestment Period.


 


"Principal
Proceeds" means, with respect to any Payment Date and the Stated Maturity, without duplication:


 






     34


    


    

 


(a)       all
Principal Payments received during the related Due Period on the Pledged Obligations;


 


(b)       any
amounts, distributions or proceeds (including resulting from any sale) received on any Defaulted Obligations (other than proceeds
that constitute Interest Proceeds under subclause (b) or (e) of the definition thereof) during the related Due Period to the extent
the outstanding principal amount thereof then due and payable has not been received by the Borrower after giving effect to the
receipt of such amounts, distributions or proceeds, as the case may be;


 


(c)       all
premiums (including prepayment premiums) received during the related Due Period on the Collateral Obligations;


 


(d)       (A)
any amounts constituting unused proceeds remaining in the Principal Collection Accounts from the Loans at the end of the Reinvestment
Period and (B) any Principal Proceeds and unused proceeds designated for application as Principal Proceeds expressly provided
for herein;


 


(e)       Sale
Proceeds received during the related Due Period;


 


(f)       any
accrued interest purchased with Principal Proceeds;


 


(g)       the
aggregate amount of the Investment Management Fees, if any, that the Investment Manager has elected to waive in the manner described
under Section 6 of the Investment Management Agreement (to the extent not included in Interest Proceeds); and


 


(h)       all
other payments received during the related Due Period on the Collateral not included in Interest Proceeds;


 


provided
that any of the amounts referred to in subclauses (a) through (h) above shall be excluded from Principal Proceeds to the extent
such amounts were previously reinvested in Collateral Obligations or are designated by the Investment Manager (with notice to
the Collateral Agent, the Collateral Administrator and the Administrative Agent) as retained for investment or funding in accordance
with certain restrictions set forth herein; provided that, with respect to the final Payment Date, "Principal Proceeds"
shall include any amounts referred to in subclauses (a) through (h) above that are received from the sale of Collateral Obligations
on or prior to the day immediately preceding the final Payment Date.


 


"Principal
Priority of Payments" is defined in Section 7(b).


 


"Priority
of Payments" is defined in Section 7.


 


"Private
Collateral Obligation" means a Collateral Obligation designated as such on Appendix C-2 and each other Collateral Obligation
designated as such pursuant to Section 8.2(a)(2).


 


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


 


"Proceeds"
means (a) any property (including but not limited to Cash and securities) received as a Distribution on the Collateral or any
portion thereof, (b) any property (including but not limited to Cash and securities) received in connection with the sale, liquidation,
exchange or other disposition of the Collateral or any portion thereof and (c) all proceeds (as such term is defined in the UCC)
of the Collateral or any portion thereof.


 


"Proposed
Underlying Asset" means a loan or bond that the Investment Manager has proposed to be acquired by the Borrower that satisfies
the Reinvestment Criteria at the time of such proposal.


 






     35


    


    

 


"Pro
Rata Share" means, with respect to all payments, computations and other matters relating to the Loans of any Lender at
any time, the percentage obtained by dividing (a) the outstanding principal amount of the Loans plus the aggregate
unused Commitments of that Lender at such time by (b) the aggregate outstanding principal amount of the Loans plus
the aggregate unused Commitments of all Lenders at such time.


 


"Prospective
Make-Whole Event" is defined in the Margining Agreement.


 


"Protected
Purchaser" has the meaning specified in Section 8-303 of the UCC.


 


"Qualified
Participation" means a Participation in a Loan that meets each of the following criteria:


 


(1)       the
Selling Institution is a lender of record on such Loan;


 


(2)       the
Selling Institution is a creditworthy third party, as determined by the Administrative Agent (in its commercially reasonable judgment)
prior to the Commitment of the Borrower to acquire such Participation; provided, that, for purposes of this clause
(2), FS Energy and Power Fund shall be deemed a creditworthy third party;


 


(3)       the
aggregate participation in the Loan granted by such Selling Institution to any one or more participants does not exceed the principal
amount or commitment with respect to which the Selling Institution is a lender under such Loan;


 


(4)       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 that is the subject of the participation;


 


(5)       the
entire purchase price for such Participation is paid in full (without the benefit of financing from the Selling Institution) at
the time of the Borrower's acquisition thereof;


 


(6)       the
Participation provides the participant all of the economic benefit and risk of the whole or part of the Loan that is the subject
of the Participation;


 


(7)       such
participation is documented under a Loan Syndications and Trading Association or similar agreement standard for loan participation
transactions among institutional market participants; and


 


(8)       such
Participation is not a sub-participation interest.


 


"Recipient"
is defined in the definition of "Excluded Taxes".


 


"Reference
Instrument" means the indenture, credit agreement or other agreement pursuant to which a Collateral Obligation has been
issued or created 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 (including, in the case of Collateral Obligations
that are Participations, the related participation agreement).


 


"Refund
Request Notice" is defined in the Margining Agreement.


 


"Register"
is defined in Section 2.4(b).


 


"Registered"
means debt obligation that is issued after July 18, 1984 and that is in registered form within the meaning of Section 881(c)(2)(B)(i)
of the Internal Revenue Code and the United States Treasury regulations promulgated thereunder; provided that an interest
in a grantor trust will be considered
to be Registered if such interest is in registered form and each of the obligations or securities held by such trust was issued
after July 18, 1984.


 






     36


    


    

 





 


"Regulation
A", "Regulation D", "Regulation T", "Regulation U" and "Regulation
X" mean Regulations A, D, T, U and X, respectively, of the Board of Governors and all official rulings and interpretations
thereunder or thereof.


 


"Reinvestment
Criteria" means the criteria set forth in the Transaction Documents (including, without limitation, the definitions of
"Collateral Obligation" and "Collateral Obligation Criteria" set forth herein or the definitions of "Buffer
Asset" and "Buffer Asset Portfolio Requirement" set forth in the Margining Agreement) that, pursuant to the terms
set forth in the Transaction Documents are required to be satisfied as a condition to the Acquisition by the Borrower of an Underlying
Asset.


 


"Reinvestment
Income" means any interest or other earnings on unused proceeds deposited in the Principal Collection Accounts.


 


"Reinvestment
Period" means the period from the Effective Date to but excluding the earlier to occur of (a) June 2, 2022 and (b) the
occurrence of an Event of Default that results in an acceleration of the Loans in accordance with Section 9.


 


"Rejected
Acquisition" is defined in Section 8.2(a).


 


"Rejection-Related
Prepayment Amount" means, as of any date of determination, (a) with respect to any Debt Asset Rejection-Related Prepayment
Right, an amount equal to the Dollar Equivalent of the product of (x) the proposed purchase price of such rejected Collateral
Obligation (determined, for the avoidance of doubt, taking into account the portion of each such rejected Collateral Obligation
that is or would have been acquired by the Borrower) and (y) the Advance Rate for such rejected Collateral Obligation (b) with
respect to any Preferred Equity Rejection-Related Prepayment Right, an amount equal to the Dollar Equivalent of the product of
(x) the proposed purchase price of such rejected Eligible Equity Interest (determined, for the avoidance of doubt, taking into
account the portion of each such rejected Eligible Equity Interest that is or would have been acquired by the Borrower) and (y)
the Advance Rate for such rejected Eligible Equity Interest; provided that the Rejection-Related Prepayment Amount in relation
to any Rejection-Related Prepayment Right which the Borrower has not exercised within one year of the date on which such Rejection-Related
Prepayment Right arose shall be reduced to zero and (c) with respect to any Midstream Collateral Obligation Rejection-Related
Prepayment Right, an amount equal to the Borrowing Base Deficiency.


 


"Rejection-Related
Prepayment Right" means a Debt Asset Rejection-Related Prepayment Right, Midstream Collateral Obligation Rejection-Related
Prepayment Right or a Preferred Equity Rejection-Related Prepayment Right, as applicable. For the avoidance of doubt, multiple
Rejection-Related Prepayment Rights may arise during the term of this Agreement.


 


"Related
Fund" means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial
loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.


 


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


 


"Replacement
Lender" is defined in Section 2.18.


 


"Required
Amount" is defined in the Margining Agreement.


 






     37


    


    

 


"Requisite
Lenders" means, at any time, Lenders holding more than 50% of the sum of (a) the aggregate principal amount of the
Loans outstanding at such time and (b) the aggregate unused Commitments at such time.


 


"Resolution
Authority" means any body which has authority to exercise any Write-down and Conversion Powers.


 


"Restructuring"
means, with respect to an Underlying Asset:


 


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


 


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


 


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


 


"Sale
and Contribution Agreement" means the third amended and restated Sale and Contribution Agreement dated on or around the
Initial Funding Date, between FS Energy and Power Fund, as Seller, and the Borrower, as Purchaser, as amended from time to time
in accordance with the terms thereof.


 


"Sale
Proceeds" means all amounts representing:


 


(a)       proceeds
from the sale or other disposition of any Collateral Obligation or an Equity Security;


 


(b)       at
the Investment Manager's sole discretion (with notice to the Collateral Agent, the Collateral Administrator and the Administrative
Agent), any accrued interest received in connection with any Eligible Investment purchased with any proceeds described in subclause
(a) above; and


 


(c)       any
proceeds of the foregoing, including from the sale of Eligible Investments purchased with any proceeds described in subclause
(a) above (including any accrued interest thereon, but only to the extent so provided in subclause (b) above).


 


In
the case of each of subclauses (a) through (c), Sale Proceeds (1) shall only include proceeds received on or prior to the last
day of the relevant Due Period (or with respect to the final Payment Date, the day immediately preceding the final Payment Date)
and (2) shall be net of any reasonable fees, expenses or indemnities incurred by the Investment Manager, the Collateral Administrator
or the Collateral Agent in connection with such sale or other disposition.


 


"Sanctions"
and "Sanctions Laws" are defined in Section 4.20.


 


"S&P"
means Standard & Poor's Financial Services LLC.


 


"Scheduled
to be Due" is defined in the definition of "Zero Value Event".


 


"Schedule
of Collateral Obligations" means the schedule of Collateral Obligations, which shall list each Collateral Obligation
Acquired by the Borrower delivered pursuant to Section 3 of the Existing
Credit Agreement or any other schedule substantially in the form, and supplemented, in either case, by additional information
regarding Collateral Obligations acquired by the Borrower and in which a security interest is Granted to the Collateral Agent
on or before the Effective Date and as amended from time to time to reflect the release of Collateral Obligations and the inclusion
of Substitute Collateral Obligations pursuant to the terms and conditions hereof.


 






     38


    


    

 





 


"Second
Lien Bond" means a second lien Bond, as determined by the Administrative Agent.


 


"Second
Lien Buffer Excess Amount" is defined in the Margining Agreement.


 


"Second
Lien Loan Obligation" means a second lien Loan Obligation, as determined by the Administrative Agent.


 


"Secured
Parties" means the Agents and the Lenders and each other Person (if any) identified as a "Secured Party" in
any of the Transaction Documents.


 


"securities"
has the meaning specified in the UCC.


 


"Securities"
means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates
of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire, any of the foregoing.


 


"Securities
Account Control Agreement" means the Securities Account Control Agreement dated on or around the Effective Date between
the Borrower and the Bank, as Collateral Agent and Securities Intermediary, as amended from time to time in accordance with the
terms thereof.


 


"Securities
Act" means the Securities Act of 1933.


 


"Securities
Intermediary" has the meaning specified in Section 8-102(a)(14) of the UCC.


"Security
Entitlement" has the meaning specified in Section 8-102(a)(17) of the UCC.


 


"Selling
Institution" means an institution from which a Participation is acquired.


 


"Settlement
Value" means, as of any date:


 


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


 


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


 


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


 


(x)       from
time to time upon request from a Lender the Borrower shall provide to the Lenders and the Administrative Agent all information
known to the Borrower concerning the facts and circumstances causing such delay in settlement and cooperate with the Lenders in
discussing with the Borrower and the Investment Manager strategies for accelerating settlement of such sale; and 


 






     39


    


    

 


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


 


(2)     
  if the sale of such Unsettled Sale Asset continues to remain unsettled for more than 90 calendar days (or in the case
of an Unsettled Sale Asset where the purchaser is a reputable, creditworthy broker-dealer in good standing (as determined by the
Calculation Agent), for more than 120 calendar days), then the Settlement Value for such Unsettled Sale Asset will be determined
by the Calculation Agent.


 


"SOFR"
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York's Website.


 


"Specified
Agent" is defined in Section 10.7(c).


 


"Specified
Change" means any amendment or waiver of, or supplement to, a Reference Instrument or to the terms of the related Collateral
Obligation that:


 


(a)      
 modifies the amortization schedule with respect to such Collateral Obligation in a manner that:


 


(1)       reduces
the Dollar amount of any scheduled distribution by more than the greater of (x) 20% and (y) $250,000;


 


(2)       postpones
any scheduled distribution by more than two payment periods or eliminates a scheduled distribution; or


 


(3)       causes
the weighted average life of the applicable Collateral Obligation to increase by more than 10%;


 


(b)     
  reduces or increases the Cash interest rate payable by the Obligor thereunder by more than 100 basis points (excluding
any increase in an interest rate arising by operation of a default or penalty interest clause under a Collateral Obligation);


 


(c)     
  extends the stated maturity date of such Collateral Obligation by more than 24 months (but only if such extension
would cause the weighted average life of such Collateral Obligation to increase by more than 25%);


 


(d)    
   releases any party from its obligations under such Collateral Obligation, if such release would have a material
adverse effect on the Collateral Obligation;


 


(e)    
   reduces the principal amount thereof; or


 


(f)   
    in the reasonable business judgment of the Investment Manager, has a material adverse impact on the value
of such Collateral Obligation.


 


"Specified
Currency" means (1) each of CAD, GBP and USD, (2) BRL; and (3) such other currencies as the Borrower, the Requisite Lenders
and the Borrower Accounts Securities Intermediary may agree in writing with written notice to the Collateral Agent and the Borrower
Accounts Securities Intermediary. The "Specified Currency" applicable to any obligation, payment or Collateral Obligation
means:


 






     40


    


    

 


(a)       in
respect of any obligation or payment to be made hereunder or under any of the other Transaction Documents or in connection herewith
or therewith, the currency in which such obligation or payment is denominated; and


 


(b)       in
respect of any Collateral Obligation, the currency (if any) in which such Collateral Obligation is denominated and payable.


 


"Specified
Information" is defined in Section 5.13(a).


 


"Specified
Lender Parties" means, at any time:


 


(a)       if
the Calculation Amount at such time is less than or equal to 25% of the aggregate Commitments of the Lenders hereunder at such
time, the Requisite Lenders; and


 


(b)       otherwise,
all of the Lenders.


 


As
used herein, "Calculation Amount" means, at any time, the sum of the Borrowing Base Values of all Collateral
Obligations that are, as of such time, Pledged Obligations and for which a Portfolio Waiver was granted by the Requisite Lenders
(but excluding Portfolio Waivers granted by all of the Lenders).


 


"Specified
Person" shall mean any Person:


 


(a)       that
is an affiliate of the Borrower;


 


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


 


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


 


"Specified
Transfer Asset" is defined in the definition of "Zero Value Asset".


 


"Sponsor"
means FS Energy and Power Fund.


 


"Sponsor
Affiliate" means each Credit Party and each other Affiliate of the Sponsor.


 


"Spread"
means 3.20% per annum.


 


"Standby
Directed Investment" means Wells Fargo Government MM Fund #3802 (WFFXX) (CUSIP VP7001218).


 


"Stated
Maturity" means, with respect to any security or debt obligation, the date specified in such security or debt obligation
as the fixed date on which the final payment of principal of such security or debt obligation is due and payable or, if such date
is not a Business Day, the next following Business Day.


 


"Structured
Finance Obligation" means any obligation 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.


 


"Subordinate
Interests" means the rights of the Borrower and the Equity Owner in and to the Collateral.


 





 






     41


    


    

 


"Subsidiary"
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting
power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in
the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having
the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided
that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in
the nature of a "qualifying share" of the former Person shall be deemed to be outstanding.


 


"Substitute
Collateral Obligation" means a Collateral Obligation that Acquired by the Borrower in connection with the sale or other
disposal of another Collateral Obligation.


 


"Syndication
Agent" is defined in the preamble.


 


"Synthetic
Security" means 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.


 


"Target
Amount" means, for each day, the product of the Adjusted USD Facility Amount in effect on such day and the applicable
percentage set forth in the table below for such day:


 


	Period	Applicable
    

Percentage
	From
    and Including	To
    but Excluding
	Effective
    Date	March
    2, 2020	75.00%
	March
    2, 2020	Maturity
    Date	100.00%


 


"Tax"
means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (together with interest,
penalties and other additions thereto) in the nature of a tax and whatever called, imposed, levied, collected, withheld or assessed
by any Governmental Authority.


 


"Term
SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


"Terminated
Lender" is defined in Section 2.18.


 


"Transaction
Account" means a Borrower Account.


 


"Transaction
Data Room" means a password-protected electronic data room established by the Borrower, access to which shall be available
and provided at all times to the Collateral Agent, on behalf of the Secured Parties; the Administrative Agent; and the Lenders.


 


"Transaction
Document" means any of this Agreement, the Notes (if any), the Fee Letters, the Collateral Documents, the Investment
Management Agreement, the Additional Transaction Documents, the Limited Guaranty and all other documents, certificates, instruments
or agreements executed and delivered by or on behalf of a Credit Party for the benefit of any Agent or any Lender in connection
herewith on or after the Closing Date.


 


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


 


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


 






     42


    


    

 


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


 


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


 


"Transfer
Date" means has the meaning specified in the Sale and Contribution Agreement.


 


"Transfer
Supplement" means the supplement to the Schedule of Collateral Obligations, as defined in accordance with the Sale and
Contribution Agreement, delivered on each Transfer Date.


 


"Trust
Officer" means, when used with respect to the Collateral Agent, any officer within the Corporate Trust Services Division
(or any successor group of the Collateral Agent) including any director, managing director, vice president, assistant vice president,
associate or officer of the Collateral Agent customarily performing functions similar to those performed by the persons who at
the time shall be such officers, or to whom any corporate trust matter is referred at the Corporate Trust Office because of his
or her knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration
of this Agreement.


 


"UCC"
means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable
jurisdiction.


 


"Unadjusted
Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


"Uncertificated
Securities" has the meaning specified in Section 8-102(a)(18) of the UCC.


 


"Underlying
Asset" means each loan, bond, participation interest or Equity Interest that is owned by the Borrower from time to time
and is identified in the Schedule of Collateral Obligations.


 


"Underlying
Portfolio" means the portfolio Underlying Assets or Unsettled Purchase Assets, as applicable, owned by the Borrower or
Committed to be owned by the Borrower from time to time.


 


"Undrawn
Fees" is defined in Section 2.7(c).


 


"Unregistered
Securities" means Securities or debt obligations issued without registration under the Securities Act.


 





"Unsettled
Purchase Asset" means, as of any date, an asset that the Borrower has Committed to acquire and in respect of which the
purchase by the Borrower has not yet settled.


 


"Unsettled
Sale Asset" means, as of any date, an Underlying Asset that the Borrower has Committed to sell and in respect of which
the sale by the Borrower has not yet settled.


 


"U.S.
Lender" is defined in Section 2.15(c).


 


"U.S.
Tax Compliance Certificate" means a certificate substantially in the form of one of Exhibits B-1, B-2, B-3 or B-4,
as applicable.


 


"Valuation
Report" is defined in Section 6.5(c).


 


"Voluntary
Commitment Reduction" is defined in Section 2.8(b)(1).


 






     43


    


    

 


"Voluntary
Prepayment" is defined in Section 2.8(a)(1).


 


"Warranty
Transferred Assets" has the meaning set forth in Article VI of the Sale and Contribution Agreement.


 


"Wells
Fargo" is defined in the preamble.


 


"Withholding
Tax Security" means a Collateral Obligation if (a) any payments thereon to the Borrower are subject to deduction or withholding
for or on account of any withholding or similar tax imposed by any jurisdiction or taxing authority thereof or therein and (b)
under the Reference Instrument with respect to such Collateral Obligation, the issuer of or counterparty with respect to such
Collateral Obligation is not required to make payments to the Borrower that would result in the net amount actually received by
the Borrower (free and clear of taxes, whether assessed against such obligor thereof, the counterparty with respect thereto, or
the Borrower) being equal to the full amount that the Borrower would have received had no such deduction or withholding been required.


 


"Write-down
and Conversion Powers" means:


 


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


 


(b)      
 in relation to any other applicable Bail-In Legislation:


 


(1)       any
powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm
or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify
or change the form of a liability of such a person 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 to any of those powers; and


 


(2)       any
similar or analogous powers under that Bail-In Legislation.


 


"Zero
Value Asset" means a Collateral Obligation at any time:


 


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


 


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


 


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


 


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


 


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


 






     44


    


    

 


(d)   
    with respect to which Escrowed Assignment Agreement Documents have not been delivered to the Collateral
Agent hereunder to be held by the Collateral Agent hereunder, all in form and substance satisfactory to the Administrative Agent
in its sole and absolute discretion;


 


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


 


(f)     
  that, if such Collateral Obligation is in the form of a Participation, such Participation has been outstanding for
more than 40 days after its Acquisition; or


 


(g)    
   if such Collateral Obligation is an Eligible Equity Interest, the Obligor thereof has issued any other shares,
interests, participations or other equivalents (however designated) of capital stock that are senior or pari passu in any respect
to such Eligible Equity Interest, or incurred any indebtedness or other material liabilities.


 


For
purposes of clauses (d) and (e) above, with respect to the Underlying Assets identified as "Specified Transfer Assets"
in Appendix C-2 hereto (each, a "Specified Transfer Asset"), the Administrative Agent may, in its sole and absolute
discretion, deem them to be Zero Value Assets.


 


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


 


(a)       the
Borrower delivers to the Collateral Agent Escrowed Assignment Agreement Documents for such Specified Transfer Asset and a Cooperation
Agreement to be held by the Collateral Agent hereunder, all in form and substance satisfactory to the Administrative Agent in
its sole and absolute discretion, provided that the Administrative Agent in its sole discretion may waive the requirements
to deliver Escrowed Assignment Agreement Documents and/or a Cooperation Agreement for such Specified Transfer Asset; and


 


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


 


"Zero
Value Event" means, in respect of any Collateral Obligation, the occurrence of any one or more of the following:


 


Bankruptcy


 


Failure
to Pay


 


As
used herein:


 


"Bankruptcy"
means, with respect to an Underlying Asset, a "Bankruptcy" (as defined in the Credit Definitions) with respect to the
related Obligor.


 


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


 


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


 






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1.2.      Accounting
Terms.


 


Except
as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to
them in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to Lenders pursuant
to Section 5 shall be prepared in accordance with GAAP as in effect at the time of such preparation.


 


1.3.     
Interpretation, Etc.


 


(a)       Any
of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the
reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an
Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word "include" or
"including", when following any general statement, term or matter, shall not be construed to limit such statement, term
or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or
not non-limiting language (such as "without limitation" or "but not limited to" or words of similar import)
is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest
possible scope of such general statement, term or matter.


 


(b)     References
to any statute or code shall, unless otherwise specified, be deemed to refer to such statute or code and all rules and regulations
promulgated thereunder, all as amended, modified, supplemented, waived, restated, amended and restated, replaced or otherwise
modified from time to time.


 


(c)       References
to:


 


(1)       any
agreements shall, unless otherwise specified, be deemed to refer to such agreements as amended, modified, supplemented, waived,
restated, amended and restated, replaced or otherwise modified from time to time;


 


(2)       any
Person shall, unless otherwise specified, include references to such Person's successors and assigns; and


 


(3)       any
Person acting in any particular capacity shall, unless otherwise specified, include references to such Person's successors and
assigns in such capacity,


 


provided
that the foregoing is without prejudice to the rights or remedies available to a party herein or in any of the other Transaction
Documents that restricts, limits or imposes conditions upon, or provides consequences for, any amendments, successions or assignments.


 


(d)       
Prior to the date on which the Borrower Accounts are established as provided herein, references in this Agreement to any Borrowing
Account shall be a reference to the functionally equivalent Existing Account maintained by the Borrower.


 


(e)       For
purposes of this Agreement, an Event of Default shall be deemed to be continuing until it is waived in accordance with Section
11.5.


 


1.4.        
Assumptions as to Collateral Obligations, Etc.


 


(a)       In
connection with all calculations required to be made pursuant to this Agreement with respect to Distributions on any Pledged Obligations,
or any payments on any other assets included in the Collateral, and with respect to the income that can be earned on Distributions
on such Pledged Obligations and on any other amounts that may be received for deposit in the relevant Interest
Collection Account or the relevant Principal Collection Account, the provisions set forth in this Section 1.4 shall be applied.


 






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(b)       All
calculations with respect to Distributions on the Pledged Obligations shall be made by the Investment Manager on the basis of
information as to the terms of each such Pledged Obligation and upon report of payments, if any, received on such Pledged Obligation
that are furnished by or on behalf of the issuer of or borrower with respect to such Pledged Obligation and, to the extent they
are not manifestly in error, such information or report may be conclusively relied upon in making such calculations. To the extent
they are not manifestly in error, any information or report received by the Investment Manager (other than those prepared by the
Investment Manager), the Collateral Administrator or the Collateral Agent with respect to the Collateral Obligations may be conclusively
relied upon in making such calculations.


 


(c)       For
each Due Period, the Distribution on any Pledged Obligation (other than a Defaulted Obligation or other Collateral which is assigned
a Principal Balance of zero, which shall be, until any Distribution is actually received by the Borrower from such Defaulted Obligation
or Collateral Obligation, assumed to have a Distribution of zero) shall be the minimum amount, including coupon payments, accrued
interest, scheduled Principal Payments, if any, by way of sinking fund payments which are assumed to be on a pro rata basis
or other scheduled amortization of principal, return of principal, and redemption premium, if any, assuming that any index applicable
to any payments on a Pledged Obligation that is subject to change is not changed, that, if paid as scheduled, will be available
in the relevant Interest Collection Account or the relevant Principal Collection Account, at the end of the Due Period net of
withholding or similar taxes to be withheld from such payments (but taking into account payments made in respect of such taxes
that result in the net amount actually received by the Borrower (free and clear of taxes, whether assessed against such obligor
thereof, the counterparty with respect thereto, or the Borrower) being equal to the full amount that the Borrower would have received
had no such deduction or withholding been required).


 


(d)       The
Investment Manager's judgment in all cases under this Agreement and the other Transaction Documents shall be subject to Section
1 of the Investment Management Agreement.


 


(e)       For
purposes of (1) the Schedule of Collateral Obligations or a list of Collateral Obligations prepared in accordance with this Agreement,
(2) the Daily Reports, (3) the Valuation Reports, (4) the Monthly Reports, (5) the Additional Reports prepared in accordance with
this Agreement and (6) preparing any other reports hereunder, Collateral Obligations committed to be purchased by the Borrower
shall be treated as owned or acquired by the Borrower (with the Borrower deemed to have a perfected security interest in such
Collateral Obligation) and Collateral Obligations committed to be sold by the Borrower shall be treated as having been sold by
the Borrower and shall not be treated as owned by the Borrower.


 


(f)       All
calculations under this Agreement shall be in U.S. Dollars unless otherwise specified. For purposes of this Agreement, unless
otherwise specified, calculations with respect to all amounts or assets received, held or required to be paid in a currency other
than U.S. Dollars shall be made on the basis of the Dollar Equivalent thereof.


 


(g)       Unless
otherwise stated herein or in the other Transaction Documents or the context otherwise requires, all determinations and calculations
of the Borrowing Base (and any component thereof), as of each date of determination thereof shall be made by the Calculation Agent
in its sole and absolute discretion, subject to the Borrower's Dispute rights as set forth in the Margining Agreement.


 


(h)       No
Agent warrants, nor accepts responsibility, nor shall have any liability with respect to, the administration, submission or any
other matter related to (1) the Adjusted Eurodollar Rate, the Base Rate, the Prime Rate or, in each case, any comparable or successor
rate thereto or (2) the Reuters Screen or any successors or replacements thereto.


 






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(i)             With
respect to Collateral Obligations that are Eligible Equity Interests, except as the context otherwise requires:


 


(1)             references
herein and in the other Transaction Documents to the outstanding “principal balance”, or “principal amount”
or “par”, or words of similar import, of such Eligible Equity Interest shall be a reference to the number of shares
or interests, or the nominal amount, of such asset held by the Borrower at such time;


 


(2)             references
to “Interest Proceeds” shall be deemed to be references to the return on the Borrower’s capital investment therein;
and


 


(3)             references
to “Principal Proceeds” shall be deemed to be references to the return of the Borrower’s capital investment
therein,


 


as
determined by the Calculation Agent.


 


SECTION
2. LOANS


 


2.1.             Loans.


 


(a)             Commitments.
During the Availability Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving loans
to the Borrower (each, a “Loan”) in an aggregate amount up to but not exceeding such Lender’s Commitment
as then in effect; provided that:


 


(1)             after
giving effect to the making of any Loan, the outstanding principal amount of the Loans does not exceed the lesser of (x) the Adjusted
USD Facility Amount and (y) the Borrowing Base at such time; and


 


(2)             unless
otherwise consented to by the Administrative Agent, Loans shall not occur more frequently than once per calendar week; provided
that Loans may occur more frequently than once per calendar week if the Borrower delivers a fully executed Funding Notice
in accordance with procedures set forth in clause (b) below at least five (5) Business Days in advance of the proposed Credit
Date.


 


Amounts
borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed during the Availability Period. Each Lender’s Commitment
shall terminate immediately and without further action on the last day of the Availability Period. All Existing Loans shall remain
outstanding as of the Effective Date and shall be Loans for all purposes of this Agreement and the other Transaction Documents.


 


(b)             Borrowing
Mechanics for Loans.


 


(1)             Loans
shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000 in excess of that amount (or such lesser
amount as shall constitute the entire Commitment then available).


 


(2)             Subject
to Section 2.1(c), whenever the Borrower desires that Lenders make Loans, the Borrower shall deliver to the Administrative Agent
(with a copy to the Collateral Agent) a fully executed Funding Notice no later than 10:00 a.m. (New York City time) at least three
Business Days in advance of the proposed Credit Date (or such period shorter than three Business Days as may be agreed by the
Requisite Lenders and the Administrative Agent). Except as otherwise provided herein, a Funding Notice shall be irrevocable, and
the Borrower shall be bound to make a borrowing in accordance therewith.


 


(3)             Notice
of receipt of each Funding Notice, together with the amount of each Lender’s Pro Rata Share thereof and the applicable interest
rate, shall be provided by the Administrative Agent to each Lender (with a copy to the Collateral Administrator and the Collateral
Agent) with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 10:00 a.m.
(New York City time)) not later than 3:00 p.m. (New York City time) on the same day as the Administrative Agent’s receipt
of such Funding Notice from the Borrower.


 



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(4)             Each
Lender shall make the amount of its Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time)
on the applicable Credit Date by wire transfer of same day funds in Dollars, at the principal office designated by the Administrative
Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds
of the Loans available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to
the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited (A) in the case of the Effective
Date, as separately agreed between the Borrower and the Administrative Agent (with notice to the Collateral Agent) and (B) in
the case of each other Loan, to the Borrowing Base Principal Collection Account or as otherwise agreed between the Borrower and
the Administrative Agent.


 


(5)             If
a funding does not occur on the proposed borrowing date because any condition precedent to such requested borrowing herein specified
has not been met, then the Administrative Agent shall return any amounts received to the respective Lenders without interest.


 


(c)             Notices.
Each Funding Notice shall be executed by an Authorized Officer of the Borrower in a writing delivered to the Administrative Agent.
In lieu of delivering a Funding Notice, the Borrower may give Administrative Agent telephonic notice by the required time of any
proposed borrowing; provided that each such notice shall be promptly confirmed in writing by delivery of the applicable
Funding Notice to the Administrative Agent on or before the close of business on the date that the telephonic notice is given;
provided that a Funding Notice for all Loans made on the Effective Date, may, in the Administrative Agent’s sole
and absolute discretion, be deemed to have been provided by other documentation satisfactory to the Administrative Agent. In the
event of a discrepancy between the telephone notice and the written Funding Notice, the written Funding Notice shall govern. Neither
the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred
to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person
authorized on behalf of the Borrower or for otherwise acting in good faith.


 


(d)             Commitment
Increases.


 


(1)             The
Borrower may, by written notice to the Administrative Agent given during the Availability Period, from time to time request an
increase to the existing Commitments (any such increase, “New Commitments”) by an amount not in excess of U.S.$175,000,000
in the aggregate and not less than U.S.$50,000,000 in the case of each such increase (or such lesser amount which shall be approved
by Administrative Agent or such lesser amount that shall constitute the difference between U.S.$175,000,000 and all such New Commitments
obtained prior to such date), and integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify
the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be
effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative
Agent or such shorter period of time as consented to by the Administrative Agent. Each such New Commitment shall be subject to
consent of the Administrative Agent and the Lenders in their sole and absolute discretion.


 


(2)             Such
New Commitments shall become effective as of such Increased Amount Date, provided that (A) the Administrative Agent and
the Lenders shall have consented to such New Commitments in their sole and absolute discretion; (B) no Default or Event of Default
shall exist on such Increased Amount Date before or after giving effect to such New Commitments; (C) each of the conditions set
forth in Section 3.2 shall be satisfied as if such Increased Amount Date were a Credit Date; (D) the Borrower shall make any payments
required pursuant to Section 2.7 and the Fee Letters in connection with such New Commitments; and (E) the Borrower shall deliver
or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection
with any such transaction.


 



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(3)             On
any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions,
(A) each New Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder (a “New
Loan”) shall be deemed, for all purposes, a “Loan”. The terms and provisions of the New Commitments shall
be identical to the terms and conditions of the Commitments, and the terms and conditions of the New Loans shall be identical
to the terms and conditions of the Loans.


 


2.2.          Pro
Rata Shares; Availability of Funds


 


(a)             Pro
Rata Shares. All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it
being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation
to make a Loan requested hereunder.


 


(b)             Availability
of Funds. Unless the Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that
such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on
such Credit Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent
on such Credit Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to
the Borrower a corresponding amount on such Credit Date. If the Administrative Agent has made such corresponding amount available
to the Borrower but such corresponding amount is not in fact made available to the Administrative Agent by such Lender, then the
Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest
thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent, at the customary rate
set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.
If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative
Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative
Agent, at the interest rate otherwise payable hereunder. If (1) the Administrative Agent declines to make a requested amount available
to the Borrower until such time as all applicable Lenders have made payment to the Administrative Agent, (2) a Lender fails to
fund to the Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time
specified in this Agreement and (3) such Lender’s failure results in the Administrative Agent failing to make a corresponding
amount available to the Borrower on the applicable Credit Date, then such Lender shall not receive interest hereunder with respect
to the requested amount of such Lender’s Loans for the period commencing with the time specified in this Agreement for receipt
of payment by the Borrower through and including the time of the Borrower’s receipt of the requested amount. Nothing in
this Section 2.2(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice
any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.


 


2.3.          Use
of Proceeds.


 


The
proceeds of the Loans made hereunder shall be used solely:


 


(a)             to
Acquire Collateral Obligations to be included in the Borrowing Base (and, pending such Acquisitions, to deposit funds into the
Borrowing Base Principal Collection Account);


 


(b)            to
fund the Borrower’s payment of the costs and expenses payable hereunder and under the Fee Letters (including the Upfront
Fees payable on each Credit Date) and otherwise incurred in connection with the transactions contemplated hereby; and


 






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(c)            to
make deposits in the Transaction Accounts identified by the Administrative Agent to the Collateral Agent with the consent of the
Borrower (notice of which shall be provided to the Collateral Agent and the Collateral Administrator).


 


2.4.          Evidence
of Debt; Register; Lenders’ Books and Records; Notes.


 


(a)             Lenders’
Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of
the Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.
Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that (1) the failure
to make any such recordation, or any error in such recordation, shall not affect the Borrower’s Obligations in respect of
any applicable Loans; and (2) in the event of any inconsistency between the Register and any Lender’s records, the recordations
in the Register shall govern.


 


(b)            Register.
The Administrative Agent (or its agent or sub-agent appointed by it), in each case acting as a non-fiduciary agent of the Borrower,
shall maintain at its Principal Office a register for the recordation of the names and addresses of the Lenders, and principal
amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The Register shall be available for inspection by the Borrower or any Lender. The Administrative Agent shall record, or shall
cause to be recorded, in the Register the Loans in accordance with the provisions of Section 11.6, and each repayment or prepayment
in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and
each Lender, absent manifest error.


 


(c)            Notes.
If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent) at least two Business
Days prior to the Effective Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender (and/or, if
applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 11.6) on the
Effective Date (or, if such notice is delivered after the Effective Date, promptly after the Borrower’s receipt of such
notice) a Note or Notes to evidence such Lender’s Loan.


 


2.5.          Interest
on Loans.


 


(a)            Interest
Accruals. Except as otherwise set forth herein, each of the Loans shall bear interest on the unpaid principal amount thereof
from the date made through repayment (whether by acceleration or otherwise) thereof at the Adjusted Eurodollar Rate for each Interest
Period plus the Spread.


 


(b)            Interest
Rate Determinations. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date,
the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon
all parties) the interest rate that shall apply to the Loans for which an interest rate is then being determined for the applicable
Interest Period and shall promptly give notice thereof to the Borrower, the Collateral Agent, the Collateral Administrator and
each Lender.


 


(c)            Day-Count
Fractions, Etc.


 


(1)            Interest
payable pursuant to Section 2.5(a) shall be computed on the basis of a 360-day year, in each case for the actual number of days
elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first
day of an Interest Period applicable to such Loan shall be included, and the date of payment of such Loan or the expiration date
of an Interest Period applicable to such Loan shall be excluded; provided that, if a Loan is repaid on the same day on
which it is made, one day’s interest shall be paid on that Loan.


 






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(2)            Except
as otherwise set forth herein, interest on each Loan shall accrue on a daily basis and shall be payable in arrears on each Payment
Date, upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid and
at maturity of the Loans, including final maturity of the Loans, in each case in accordance with the Priority of Payments or otherwise
as expressly provided herein.


 


(3)            All
calculations of interest payable pursuant to Section 2.5(a) shall be rounded up to the nearest cent.


 


2.6.          Default
Interest.


 


 Upon
the occurrence and during the continuance of an Event of Default, the principal amount of all Loans outstanding and, to the extent
permitted by applicable law, any interest payments on the Loans and all Ancillary Amounts, Agent Fees and other fees or other
amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under Debtor Relief
Laws) payable on demand at a rate that is 1.0% per annum in excess of the interest rate otherwise payable hereunder with
respect to the applicable Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.6 is
not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice
or limit any rights or remedies of any Secured Party.


 


2.7.          Ancillary
Amounts; etc.


 


(a)            [Reserved].


 


(b)            Agent
Fees. The Borrower has agreed to pay to the Agents such fees (the “Agent Fees”), in the amounts and on
the dates, as are set forth in the Agent Fee Letters.


 


(c)            Undrawn
Fees. The Borrower agrees to pay to the Lenders commitment fees (the “Undrawn Fees”) on the Daily Undrawn
Fee Calculation Amount as in effect from time to time for the period from and including the Effective Date to but excluding the
scheduled Maturity Date at a rate per annum equal to the Adjusted Eurodollar Rate for each Interest Period plus the Spread.
Undrawn Fees shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable in
arrears pursuant to the Priority of Payments or as otherwise expressly stated herein.


 


As
used herein:


 


“Daily
Undrawn Fee Calculation Amount” means, for each day, an amount equal to the excess (if any) of:


 


(x)             the
Target Amount; over


 


(y)            the
aggregate principal amount of the Loans outstanding on such day.


 


(d)       Make-Whole
Payments. If at any time a Make-Whole Event occurs, then the Borrower shall pay to the Lenders an amount equal to the related
Make-Whole Amount. Make-Whole Amounts shall be payable pursuant to the Priority of Payments or as otherwise expressly stated herein.


 


2.8.           Voluntary
Prepayments; Voluntary Commitment Reductions.


 


(a)             Voluntary
Prepayments.


 


(1)            Any
time and from time to time after the Availability Period, the Borrower may prepay any Loans on any Business Day in whole or in
part (each, a “Voluntary Prepayment”), in an aggregate minimum amount of $5,000,000 and integral multiples
of $1,000 in excess of that amount; provided that:


 



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(x)       if
such Voluntary Prepayment is a partial prepayment, no Default, Event of Default or Borrowing Base Deficiency (other than any Borrowing
Base Deficiency which would be cured or improved after giving effect to such Voluntary Prepayment) has occurred and is continuing
or would result therefrom; and


 


(y)       sufficient
amounts in USD are on deposit in the Borrowing Base Principal Collection Account and Borrowing Base Interest Collection Account
to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith, including
the related Make-Whole Amount.


 


(2)           Voluntary
Prepayment Notices, Etc. All such Voluntary Prepayments shall be made, upon not less than one Business Day’s prior written
or telephonic notice, in each case given to the Administrative Agent by 12:00 p.m. (New York City time) on the date required and,
if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative
Agent will promptly transmit a copy of such written notice to each Lender, the Collateral Agent and the Collateral Administrator).
Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on
the prepayment date specified therein, except that such notice shall be revocable if a condition to prepayment specified in such
notice is not fulfilled.


 


(b)           Voluntary
Commitment Reductions.


 


 (1)            The Borrower may, upon not less than three Business Days’ prior written notice (or such shorter period as agreed to by the Administrative Agent) to the Administrative Agent (which written notice the Administrative Agent will promptly transmit by electronic means to each applicable Lender, the Collateral Agent and the Collateral Administrator), at any time and from time to time after the Ramp-Up Period, terminate in whole or permanently reduce in part the Commitments in an amount up to the amount by which the Commitments exceed the aggregate outstanding principal amount of the Loans at the time of such proposed termination or reduction (each, a “Voluntary Commitment Reduction”); provided that:




 


(x)       any
such partial reduction of the Commitments shall be in an aggregate minimum amount of U.S.$5,000,000 and integral multiples of
U.S.$1,000,000 in excess of that amount;


 


(y)       no
Default or Event of Default has occurred and is continuing or would result therefrom; and


 


(z)       sufficient
amounts are on deposit in the Borrowing Base Principal Collection Account in USD to pay the other amounts that will be owing in
connection therewith (including any related Make-Whole Amount).


 


 (2)            The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Commitment of each Lender proportionately to its pro rata share thereof.




 


(c)           Other
Amounts. Each payment of principal of the Loans in connection with a Voluntary Prepayment shall be accompanied by
payment of the related Make-Whole Amount (if any), the amount of accrued interest on the portion of the Loans so prepaid and
(if such payment is made other than on the last day of an interest period) any related breakage costs payable under Section
2.13(c). Each
Voluntary Commitment Reduction shall be accompanied by payment of the related Make-Whole Amount and the amount of Undrawn Fees
accrued on the portion of the Commitments so reduced.


 



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(d)           Non-Waterfall
Payments. Voluntary Prepayments and payment of amounts under clause (c) above shall not be subject to the Priority of Payments
but instead shall be made first, out of Principal Proceeds then on deposit in the Borrowing Base Principal Collection Account
and second, Interest Proceeds then on deposit in the Borrowing Base Interest Collection Account, as applicable; provided that
Interest Proceeds shall not be applied to make Voluntary Prepayments or pay amounts under clause (c) above unless, after giving
effect to such payment, there shall be sufficient Interest Proceeds in USD available in the Borrowing Base Interest Collection
Account to make all payments of interest in accordance with the Priority of Payments on the next Payment Date, with any remaining
unpaid amounts to be paid out of first, Principal Proceeds and second, Interest Proceeds thereafter received in the Transaction
Accounts until paid in full, and all amounts that continue to be owing on and after the next Payment Date shall be payable under
the Priority of Payments.


 


2.9.          Scheduled
Amortization.


 


(a)           Principal
of the Loans will be repayable on each Payment Date in accordance with the Priority of Payments.


 


(b)           On
the Maturity Date the Borrower shall repay the aggregate principal amount of the Loans that are then outstanding.


 


2.10.       [Reserved].


 


2.11.        General
Provisions Regarding Payments.


 


(a)            All
payments by the Borrower shall be made in Dollars in same day funds, without defense, recoupment, setoff or counterclaim, free
of any restriction or condition not later than 12:00 p.m. (New York City time) on the date due therefor. For purposes of computing
interest and fees, payments made after that time on such due date shall be deemed to have been paid by the Borrower on the next
succeeding Business Day.


 


(b)            Whenever
any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of
the payment of interest hereunder or Ancillary Amounts or Agent Fees hereunder.


 


(c)            Except
as otherwise provided herein, all payments under this Agreement shall be made on the Payment Dates in accordance with the Priority
of Payments.


 


(d)            If
an Event of Default shall have occurred (and not otherwise been waived), and the maturity of the Obligations shall have been accelerated
pursuant to Section 9 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral,
all payments or proceeds received by Agents in respect of any of the Obligations shall be applied in accordance with the Enforcement
Priority of Payments.


 


2.12.       Ratable
Sharing.


 


 


 



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The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a Voluntary
Prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or
banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous
provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal,
interest, amounts payable in respect of fees and other amounts then due and owing to
such Lender hereunder or under the other Transaction Documents (collectively, the “Aggregate Amounts Due”
to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to
such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent
and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations
(which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such
seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of
Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that,
if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such
Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the
purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such
recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a
participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim
with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were
owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply
to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the
application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as
consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.


 


2.13.       Making
or Maintaining Eurodollar Rate Loans.


 


(a)            Inability
to Determine Applicable Interest Rate. Subject to Section 2.19, if the Administrative Agent shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any
Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining
the interest rate applicable to such Loans on the basis provided for in the definition of “Adjusted Eurodollar Rate”,
the Administrative Agent shall on such date give notice to the Borrower and each Lender of such determination, whereupon (1) outstanding
Loans shall bear interest at the Base Rate plus the Spread per annum until such time as the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (2) any Funding Notice
given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded
by the Borrower.


 


(b)            Illegality
or Impracticability of Eurodollar Rate Loans. If on any date (1) any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or
continuation of its Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation,
guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (2) the
Administrative Agent is advised by the Requisite Lenders (which determination shall be final and conclusive and binding upon
all parties hereto) that the making, maintaining, converting to or continuation of its Loans has become impracticable, as a
result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or
the position of the Lenders in that market, then, and in any such event, such Lenders (or in the case of the preceding clause
(1), such Lender) shall be an “Affected Lender” and such Affected Lender shall on that day give notice (by
e-mail or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice
Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x)
any Lender pursuant to clause (1) of the preceding sentence or (y) a notice from Lenders constituting the Requisite Lenders
pursuant to clause (2) of the preceding sentence, then (A) the obligation of the Lenders (or, in the case of any notice
pursuant to clause (1) of the preceding sentence, such Lender) to make additional Loans shall be suspended until such notice
shall be withdrawn by each Affected Lender; (B) to the extent such determination by the Affected Lender relates to a Loan
then being requested by the Borrower pursuant to a Funding Notice, such Funding Notice shall be deemed
to be rescinded by the Borrower; (C) the Lenders’ (or in the case of any notice pursuant to clause (1) of the preceding
sentence, such Lender’s) obligations to maintain their respective outstanding Loans that bear interest based on the Adjusted
Eurodollar Rate (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically
convert into Loans that bear interest at the Base Rate plus the Spread per annum on the date of such termination. Notwithstanding
the foregoing, to the extent a determination by an Affected Lender as described above relates to a Loan then being requested by
the Borrower pursuant to a Funding Notice, the Borrower shall have the option, subject to the provisions of Section 2.13(c), to
rescind such Funding Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written
notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination
as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender).


 



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(c)            Compensation
for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such
Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities
(including any interest paid or payable by such Lender to lenders of funds borrowed by it to make or carry its Loans and any loss,
expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding
loss of anticipated profits) which such Lender may sustain: (1) if for any reason (other than a default by such Lender) a borrowing
of any Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing; (2) if any
prepayment or other principal payment of any of its Loans occurs on a date prior to the last day of an Interest Period applicable
to that Loan; or (3) if any prepayment of any of its Loans is not made on any date specified in a notice of prepayment given by
the Borrower.


 


(d)            Booking
of Loans. Any Lender may make, carry or transfer Loans at, to, or for the account of any of its branch offices or the office
of an Affiliate of such Lender.


 


(e)            Assumptions
Concerning Funding of Loans. Calculation of all amounts payable to a Lender under this Section 2.13 and under Section 2.14
shall be made as though such Lender had actually funded each of its relevant Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (a) of the definition of “Adjusted Eurodollar Rate” in an
amount equal to the amount of such Loan and having a maturity comparable to the relevant Interest Period and through the transfer
of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of
America; provided that each Lender may fund each of its Loans in any manner it sees fit and the foregoing assumptions shall
be utilized only for the purposes of calculating amounts payable under this Section 2.13 and under Section 2.14.


 


2.14.       Increased
Costs; Capital Adequacy.


 


(a)            Compensation
for Increased Costs and Taxes. Subject to the provisions of Section 2.15 (which shall be controlling with respect to the matters
covered thereby), if any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and
binding upon all parties hereto) that any Change in Law: (1) subjects such Lender (or its applicable lending office) or any company
controlling such Lender to any additional Tax (other than (A) Taxes for which the Lender is indemnified under Section 2.15, (B)
Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to
this Agreement or any of the other Transaction Documents or any of its obligations hereunder or thereunder or any payments to
such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (2) imposes,
modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special
deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities
in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office
of such Lender (other than any such reserve or other requirements with respect to Loans that are reflected in the definition of
“Adjusted Eurodollar Rate”) or any company controlling such Lender; or (3) imposes any other condition (other than
with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or any company controlling such Lender
or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase
the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable
by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay
to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender in its sole
discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts
received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written
statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this
Section 2.14(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.


 



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(b)            Capital
Adequacy and Liquidity Adjustment. If any Lender shall have determined (which determination shall, absent manifest error,
be final and conclusive and binding upon all parties hereto) that (1) any Change in Law regarding capital adequacy or liquidity
or (2) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Change in Law
regarding capital adequacy or liquidity, has or would have the effect of reducing the rate of return on the capital of such Lender
or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans, or participations
therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company
could have achieved but for such Change in Law (taking into consideration the policies of such Lender or such controlling company
with regard to capital adequacy and liquidity), then from time to time, within five Business Days after receipt by the Borrower
from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount
or amounts as will compensate such Lender or such controlling company. Such Lender shall deliver to the Borrower (with a copy
to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional
amounts owed to Lender under this Section 2.14(b), which statement shall be conclusive and binding upon all parties hereto absent
manifest error.


 


(c)            Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior
to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and
of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive
effect thereof).


 


2.15.       Taxes;
Withholding, Etc.


 


(a)            Payments
to Be Free and Clear. All sums payable by or on behalf of any Credit Party hereunder and under the other Transaction Documents
shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of,
any Tax.


 


(b)            Withholding
of Taxes. If any Credit Party or any other Person (acting as a withholding agent) is (in such withholding agent’s reasonable
good faith discretion) required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable
by any Credit Party to the Administrative Agent or any Lender under any of the Transaction Documents: (1) the Borrower shall notify
the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of
it; (2) the Borrower shall pay, or cause to be paid, any such Tax before the date on which penalties attach thereto, such payment
to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the
Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender;
(3) unless the withholding or deduction is on account of an Excluded Tax, the sum payable by such Credit Party in respect of which
the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the
making of that deduction, withholding or payment (including any such Taxes or Other Taxes, other than Excluded Taxes imposed or
asserted on or attributable to amounts payable under this Section 2.15(b)), the Administrative Agent or such Lender, as the case
may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment
been required or made; and (4) within thirty days after the due date of payment of any Tax which it is required by clause (2)
above to pay, the Borrower shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such
deduction and reasonably available to the party required to make such withholding or deduction, withholding or payment and of
the remittance thereof to the relevant taxing or other authority.


 



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(c)            Evidence
of Exemption from U.S. Withholding Tax. Each Lender that is not a “United States person” (as such term is defined
in Section 7701(a)(30) of the Internal Revenue Code) for (a “Non-US Lender”) shall, to the extent such Lender
is legally entitled to do so, deliver to the Administrative Agent for transmission to the Borrower and the Collateral Agent, on
or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof on the Effective Date) or on or
prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at
such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable
exercise of its discretion), (1) two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or,
in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required
under the Internal Revenue Code and reasonably requested by the Borrower or the Collateral Agent to establish that such Lender
is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect
to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Transaction Documents, or
(2) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a
U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BEN or W-8BEN-E or W-8IMY (or any
successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal
Revenue Code and reasonably requested by the Borrower or the Collateral Agent to establish that such Lender is not subject to
(or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments
to such Lender of interest payable under any of the Transaction Documents. Each Lender that is a “United States person”
(as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) (a “U.S. Lender”)
shall deliver to the Administrative Agent, the Collateral Agent and the Borrower on or prior to the Effective Date (or, if later,
on or prior to the date on which such Lender becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9
(or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to
an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Lender
required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters
pursuant to this Section 2.15(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates
or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence expired,
obsolete or inaccurate in any respect, that such Lender shall promptly deliver to the Administrative Agent for transmission to
the Borrower and the Collateral Agent two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP,
W-8IMY and/or W-9 (or, in each case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue
Service Form W-8BEN or W-8BEN-E or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly
executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the
Borrower or the Collateral Agent to confirm or establish that such Lender is not subject to deduction or withholding of United
States federal income tax with respect to payments to such Lender under the Transaction Documents, or notify the Administrative
Agent, the Collateral Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Each
Lender shall also provide any other form or certificate that would allow the Borrower to make payments at a reduced rate of, or
without, withholding Tax, to the extent that such Lender is reasonably able to provide such form or certificate. The Borrower
shall not be required to pay any additional amount to any Lender under Section 2.15(b)(3) if such Lender shall have failed to
deliver the forms, certificates or other evidence required by the first sentence of this Section 2.15(c).


 



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(d)            FATCA.
Notwithstanding anything to the contrary, the Borrower shall not be required to pay any additional amount pursuant to Section
2.15(b) with respect to any United States federal withholding tax imposed under FATCA. If a payment made to a Lender under any
Transaction Document would be subject to 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 Internal Revenue Code, as applicable),
such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time
or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested
by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to
determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall
include any amendments made to FATCA after the date hereof.


 


(e)            Payment
of Other Taxes. Without limiting the provisions of Section 2.15(b), the Borrower shall timely pay all Other Taxes to the relevant
Governmental Authorities in accordance with applicable law. The Borrower shall deliver to the Administrative Agent official receipts
or other evidence of such payment reasonably satisfactory to the Administrative Agent in respect of any Other Taxes payable hereunder
promptly after payment of such Other Taxes.


 


(f)             Borrower
Indemnity. The Borrower shall indemnify the Administrative Agent and any Lender for the full amount of Taxes, other than Excluded
Taxes, for which additional amounts are required to be paid pursuant to Section 2.15(b) arising in connection with payments made
under this Agreement or any other Transaction Document and Other Taxes (including any such Taxes or Other Taxes other than Excluded
Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) paid or payable by the Administrative
Agent or Lender or any of their respective Affiliates and any reasonable and documented out-of-pocket expenses arising therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to such Credit Party shall be conclusive
absent manifest error. Such payment shall be due within ten Business Days of such Credit Party’s receipt of such certificate.


 


(g)            Lender
Indemnity. Each Lender shall severally indemnify the Administrative Agent for (1) Taxes for which additional amounts are required
to be paid pursuant to Section 2.15(b) arising in connection with payments made under this Agreement or any other Transaction
Document and Other Taxes (including any such Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section 2.15) attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative
Agent therefor and without limiting the obligation of the Borrower to do so); (2) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 11.6(g)(1) relating to the maintenance of a Participant Register and (3) any
Taxes that are Excluded Taxes, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction
Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Such payment shall
be due within ten days of such Lender’s receipt of such certificate. Each Lender hereby authorizes the Administrative 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 Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this
paragraph (g).


 


(h)            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 2.15 (including additional amounts pursuant to this Section 2.15), 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
2.15 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 Governmental Authority 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 paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
if such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary
in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this paragraph (h) 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 never
been paid. This paragraph 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.


 



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2.16.        Obligation
to Mitigate.


 


 Each
Lender agrees that, if such Lender requests payment under Section 2.13, 2.14 or 2.15, then such Lender will, to the extent not
inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts
to make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender if,
as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be,
in the future would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing,
funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be,
would not otherwise adversely affect such Loans or the interests of such Lender; provided that (1) such Lender will not
be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower agrees to pay all incremental expenses
incurred by such Lender as a result of utilizing such other office as described above and (2) such payment may only be requested
by the Lenders imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable
to the facility provided hereunder. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this
Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower
(with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive absent manifest error.


 


2.17.       Defaulting
Lenders.


 


(a)            Defaulting
Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise) or received by the Administrative Agent
from a Defaulting Lender pursuant to Section 11.4 shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, as the Borrower may request (so long as no Default or Event of Default shall have occurred and be continuing),
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 Administrative Agent; third, if so determined by the Administrative Agent and the Borrower,
to be held in a Deposit Account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding
obligations with respect to Loans under this Agreement; fourth, so long as no Default or Event of Default shall have occurred
and be continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the principal amount of any Loans and (y) such Loans were made at a time
when the conditions set forth in Section 3.2 were satisfied or waived, 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 until
such time as all Loans are held by the Lenders pro rata in accordance with the applicable Commitments. 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
shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 



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(b)            Defaulting
Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender,
the Administrative 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, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to
be held pro rata by the Lenders in accordance with the applicable Commitments, whereupon such Lender will cease to be a Defaulting
Lender; provided 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 having
been a Defaulting Lender.


 


2.18.        Removal
or Replacement of a Lender.


 


Anything
contained herein to the contrary notwithstanding, if:


 


(a)            (1) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected
Lender or that such Lender is entitled to receive payments under Section 2.13, 2.14 or 2.15, (2) the circumstances which have
caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and
(3) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal;
or




 


(b)            (1)
during the Availability Period, any Lender shall become a Defaulting Lender, and (2) such Defaulting Lender shall fail to cure
the default pursuant to Section 2.17(b) within five Business Days after the Borrower’s request that it cure such default;
or


 


(c)             in
connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof
as contemplated by Section 11.5(b), the consent of the Requisite Lenders shall have been obtained but the consent of one or more
of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained,


 


then,
with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”),
the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect
to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full
to one or more Eligible Assignees identified by the Borrower (each a “Replacement Lender”) in accordance with
the provisions of Section 11.6 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment
from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided that:


 


(1)            such
Replacement Lender shall have consented to such assignment and be ready to execute and deliver all relevant assignment documentation
and to perform all of its obligations in connection therewith;


 


(2)            the
Borrower, such Terminated Lender, the Administrative Agent and any other Person whose consent is required for such assignment
shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”
and anti-money laundering rules and regulations, including the PATRIOT Act;


 



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(3)            on
the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount
equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal
to all accrued, but theretofore unpaid fees owing to such Terminated Lender hereunder;


 


(4)            on
the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.13(c),
2.14 or 2.15; or otherwise as if it were a prepayment;


 


(5)            such
assignment does not conflict with applicable law;


 


(6)             in
the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant
to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; and


 


(7)            in
the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment,
to each matter in respect of which such Terminated Lender was a Non-Consenting Lender.


 


Upon
the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender”
for purposes hereof; provided that any rights of such Terminated Lender to indemnification hereunder shall survive as to
such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such
Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election,
execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.6. If a Lender does
not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each
Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to
give effect to an assignment in accordance with Section 11.6 on behalf of a Non-Consenting Lender or Terminated Lender and any
such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant
to Section 11.6. Any removal of Goldman Sachs or its successor as a Defaulting Lender pursuant to this Section shall also constitute
the removal of Goldman Sachs or its successor as the Administrative Agent pursuant to Section 11.7.


 


2.19.       Effect
of Benchmark Transition Event


 


(a)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of
a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this
Agreement to replace the Adjusted Eurodollar Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark
Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted
such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written
notice of objection to such amendment from Lenders comprising the Requisite Lenders. Any such amendment with respect to an Early
Opt-in Election will become effective on the date that Lenders comprising the Requisite Lenders have delivered to the Administrative
Agent written notice that such Requisite Lenders accept such amendment. No replacement of the Adjusted Eurodollar Rate with a
Benchmark Replacement pursuant to this Section 2.19 will occur prior to the applicable Benchmark Transition Start Date.


 


(b)            Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent
will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other 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.


 



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(c)            Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of
(i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement
Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any
Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.19, 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, 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 hereto, except, in each case, as expressly required pursuant to this
Section 2.19.


 


(d)       Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
(1) outstanding Loans shall bear interest at the Base Rate plus the Spread per annum during the Benchmark Unavailability
Period and (2) any Funding Notice given by the Borrower with respect to such Loans shall be deemed to be rescinded by the Borrower
or, at the election of the Borrower, a request that such Loans be made bearing interest based on the applicable Base Rate instead
of the Adjusted Eurodollar Rate.


 


SECTION
3. CONDITIONS PRECEDENT


 


3.1.          Initial
Funding Date.


 


[Reserved.]


 


3.2.          Conditions
to Each Credit Extension.


 


(a)            Conditions
Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Effective Date, are subject to
the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent:


 


(1)
           the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto;


 


(2)            the
principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit
Date; and, after giving effect to such Credit Extension, the outstanding principal amount of the Loans does not exceed the lesser
of (x) the Adjusted USD Facility Amount and (y) the Borrowing Base at such time;


 


(3)            as
of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true
and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in
each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; and


 


(4)            as
of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit
Extension that would constitute a Default or an Event of Default.


 






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Any
Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit
Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing
if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances.


 


(b)            Notices.
Each Funding Notice shall be executed by an Authorized Officer of the Borrower in a writing delivered to the Administrative Agent.
In lieu of delivering a Funding Notice, the Borrower may give Administrative Agent telephonic notice by the required time of any
proposed borrowing; provided that each such notice shall be promptly confirmed in writing by delivery of the applicable
Funding Notice to the Administrative Agent on or before the close of business on the date that the telephonic notice is given.
In the event of a discrepancy between the telephone notice and the written Funding Notice, the written Funding Notice shall govern.
In the case of any Funding Notice that is irrevocable once given, if the Borrower provides telephonic notice in lieu thereof,
such telephone notice shall also be irrevocable once given. Neither the Administrative Agent nor any Lender shall incur any liability
to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to
have been given by a duly authorized officer or other person authorized on behalf of the Borrower or for otherwise acting in good
faith.


 


(c)            Deemed
Representations. Each borrowing of a Loan hereunder shall constitute a representation and warranty by the Borrower as of the
applicable Credit Date that the conditions contained in Section 3.2(a) have been satisfied.


 


3.3.          Effective
Date.


 


The
obligation of each Lender to enter into this Agreement (and the amendment and restatement of the Existing Credit Agreement to
be effected hereby) is subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions:


 


(a)            Transaction
Documents. The Administrative Agent shall have received sufficient copies of each Transaction Document as the Administrative
Agent shall request, originally executed and delivered by each Credit Party and each other Person party thereto.


 


(b)            Organizational
Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party, (1) sufficient copies
of each Organizational Document as the Administrative Agent shall request, and, to the extent applicable, certified as of the
Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (2) signature and incumbency certificates
of the officers of such Credit Party; (3) resolutions of the Board of Managers or similar governing body of such Credit Party
approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which
it is a party or by which it or its assets may be bound as of the Effective Date, certified as of the Effective Date by its secretary
or an assistant secretary as being in full force and effect without modification or amendment; (4) a good standing certificate
from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation
and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Effective
Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are
authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Administrative Agent
may reasonably request.


 


(c)            Governmental
Authorizations and Consents. Each Credit Party shall have obtained all Governmental Authorizations and all consents of other
Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Transaction Documents
and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative
Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority
which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Transaction Documents
or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect
to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its
own motion shall have expired.


 



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(d)            Personal
Property Collateral. In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected
First Priority security interest in the personal property Collateral, each Credit Party shall have delivered to the Administrative
Agent:


 


(1)            evidence
satisfactory to the Administrative Agent of the compliance by each Credit Party of their obligations under the Pledge and Security
Agreement and the other Transaction Documents (including their obligations to execute or authorize, as applicable, and deliver
UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities
accounts as provided therein); and


 


(2)            opinions
of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) with respect to the creation of and perfection
of the security interest in favor of the Collateral Agent in such Collateral and such other matters governed by the laws of each
jurisdiction in which any Credit Party or any personal property Collateral is located as the Administrative Agent may reasonably
request, in each case in form and substance reasonably satisfactory to the Administrative Agent.


 


(e)            Opinions
of Counsel to Credit Parties. The Agents and Lenders and their respective counsel shall have received an opinion of Clifford
Chance US LLP, counsel to the Investment Manager and the Credit Parties dated the Effective Date, all in form and substance reasonably
satisfactory to the Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to the
Agents and Lenders).


 


(f)             Opinions
of Counsel to Bank Parties and Collateral Administrator. The Agents and Lenders and their respective counsel shall have received
an opinion of Locke Lord LLP, counsel to the Collateral Agent and the Collateral Administrator, dated the Effective Date, all
in form and substance reasonably satisfactory to the Administrative Agent.


 


(g)            Fees.
The Borrower shall have paid to each Agent the fees payable on or before the Effective Date referred to in Section 2.7(a) and
all expenses payable pursuant to Section 11.2 that have accrued to the Effective Date.


 


(i)             No
Litigation. There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion
of the Administrative Agent, singly or in the aggregate, materially impairs any of the other transactions contemplated by the
Transaction Documents or that could have a Material Adverse Effect.


 


(j)             Patriot
Act. At least 10 days prior to the Effective Date, the Lenders and the Collateral Agent shall have received all documentation
and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money
laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”).


 


(k)            Payments;
Accounts. The Administrative Agent and the Lenders shall have received evidence satisfactory to the Lenders:


 


(i)       that
the Existing Account Control Agreement covering each Existing Account shall have been executed and delivered by the respective
parties thereto and shall be in full force and effect;


 






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(ii)       that
each deposit account control agreement and securities account control agreement relating to the Existing Accounts (other than
the Existing Account Control Agreement) has been terminated on or prior to the Initial Funding Date; and


 


(iii)       of
the establishment of the Borrower Accounts.


 


SECTION
4. REPRESENTATIONS AND WARRANTIES


 


In
order to induce the Agents and the Lenders to enter into this Agreement and to induce the Lenders to make each Credit Extension
to be made thereby, the Borrower represents and warrants to each Agent and Lender, on the Effective Date and on each Credit Date,
that the following statements are true and correct:


 


4.1.          Organization;
Requisite Power and Authority; Qualification.


 


Each
Credit Party (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization,
(b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Transaction Documents to which it is a party and to carry out the transactions contemplated
thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever
necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing
has not had, and could not be reasonably expected to have, a Material Adverse Effect.


 


4.2.          Equity
Interests; Ownership; Collateral Obligations


 


(a)            The
Equity Interests of each Credit Party have been duly authorized and validly issued and are fully paid and non-assessable. As of
the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which any Credit Party
is a party requiring, and there is no membership interest or other Equity Interests of any Credit Party outstanding which upon
conversion or exchange would require, the issuance by any Credit Party of any additional membership interests or other Equity
Interests of it or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a
membership interest or other Equity Interests of such Credit Party. Appendix C-1 correctly sets forth the ownership interest of
the Borrower in its Subsidiaries as of the Effective Date.


 


(b)            Appendix
C-2 correctly sets forth a true, correct and complete list of all Collateral Obligations owned by the Borrower and its Subsidiaries
as of the Closing Date.


 


4.3.          Due
Authorization


 


The
execution, delivery and performance of the Transaction Documents have been duly authorized by all necessary action on the part
of each Credit Party that is a party thereto.


 


4.4.          No
Conflict


 


The
execution, delivery and performance by Credit Parties of the Transaction Documents to which they are parties and the consummation
of the transactions contemplated by the Transaction Documents do not and will not (a) violate (1) any provision of any law or
any governmental rule or regulation applicable to the Credit Parties, (2) any of the Organizational Documents of any of the Credit
Parties or (3) any order, judgment or decree of any court or other agency of government binding on any of the Credit Parties (except
where the violation could not reasonably be expected to result in a Material Adverse Effect); (b) conflict with, result in a breach
of or constitute (with due notice or lapse of time or both) a default under any contractual obligation of any of the Credit Parties
(except where the conflict could not reasonably be expected to result in a Material Adverse Effect); (c) result in or require
the creation or imposition of any Lien upon any of the properties or assets of any of the Credit Parties (other than any Liens
created under any of the Transaction Documents in favor of Collateral Agent, for the benefit of the Secured Parties); or (d) require
any approval of stockholders, members or partners or any approval or consent of any Person under any contractual obligation of
any of the Credit Parties, except for such approvals or consents which will be obtained on or before the Effective Date and disclosed
in writing to the Lenders.


 



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4.5.          Governmental
Consents


 


The
execution, delivery and performance by Credit Parties of the Transaction Documents to which they are parties and the consummation
of the transactions contemplated by the Transaction Documents do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any Governmental Authority, except for filings and recordings with respect to
the Collateral to be made, or otherwise delivered to Administrative Agent for filing and/or recordation, as of the Effective Date.


 


4.6.          Binding
Obligation


 


Each
Transaction Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid
and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability.


 


4.7.          No
Material Adverse Effect


 


Since
December 31, 2018, no event, circumstance or change has occurred that has caused or evidences, or could reasonably be expected
to result in, either in any case or in the aggregate, a Material Adverse Effect.


 


4.8.          Adverse
Proceedings, Etc.


 


There
are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect.
No Credit Party (a) is in violation of any applicable laws that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect or (b) is subject to or in default with respect to any final judgments, writs, injunctions,
decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.


 


4.9.          Payment
of Taxes.


 


Except
as otherwise permitted hereunder, all material Tax returns and reports covering the Credit Parties required to be filed by any
of them or the Equity Owner have been timely filed, and all Taxes shown on such tax returns to be due and payable and all assessments,
fees and other governmental charges upon the Credit Parties and upon their respective properties, assets, income, businesses and
franchises which are due and payable have been paid when due and payable, except where contested in good faith and by appropriate
proceedings (and for which there are adequate reserves maintained in accordance with GAAP). There is no proposed material Tax
assessment against any Credit Party that is not being actively contested by such Credit Party in good faith and by appropriate
proceedings.


 


4.10.       Properties


 


Each
Credit Party has good, sufficient and legal title to its properties and assets. Except as permitted by this Agreement, all such
properties and assets are free and clear of Liens. As of the Effective Date, no Credit Party owns or leases any real estate.


 






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4.11.       Environmental
Matters


 


No
Credit Party nor any of their respective assets or operations are subject to any outstanding written order, consent decree or
settlement agreement with any Person relating to any environmental law, any environmental claim, or any hazardous materials activity
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


4.12.       No
Defaults


 


No
Credit Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained
in any of its contractual obligations, and no condition exists which, with the giving of notice or the lapse of time or both,
could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could
not reasonably be expected to have a Material Adverse Effect.


 


4.13.       No
Material Contracts


 


No
Credit Party is party to a Material Contract.


 


4.14.       Governmental
Regulation


 


No
Credit Party is required to register as an investment company under the Investment Company Act or under any other federal or state
statute or regulation which may limit its ability to incur indebtedness or which may otherwise render all or any portion of the
Obligations unenforceable.


 


4.15.       Federal
Reserve Regulations; Exchange Act


 


No
Credit Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose
of buying or carrying Margin Stock. No portion of the proceeds of any Credit Extension shall be used in any manner, whether directly
or indirectly, that causes or could reasonably be expected to cause, such Credit Extension or the application of such proceeds
to violate Regulation T, Regulation U or Regulation X or any other regulation of the Board of Governors or to violate the Exchange
Act.


 


4.16.       Employee
Benefit Plans


 


No
Credit Party maintains, contributes to, or has incurred any liability with respect to, any Pension Plan or Multiemployer Plan.
The assets of the Credit Parties are not treated as “plan assets” for purposes of Section 3(42) of ERISA.


 


4.17.       Solvency


 


The
Credit Parties are and, upon the incurrence of any Obligation by any Credit Party on any date on which this representation and
warranty is made, will be, on a consolidated basis, solvent.


 


4.18.       Compliance
with Statutes, Etc.


 


Each
Credit Party is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed
by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property, except such non-compliance
that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


4.19.       Disclosure


 






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The
representations or warranties of any Credit Party contained in any Transaction Document or in any other documents, certificates
or written statements furnished to any Agent or Lender by or on behalf of any Credit Party for use in connection with the transactions
contemplated hereby, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact
(known to the Borrower, in the case of any document not furnished by it) necessary in order to make the statements contained herein
or therein not misleading in light of the circumstances in which the same were made. There are no facts known (or which should
upon the reasonable exercise of diligence be known) to the Credit Parties (other than matters of a general economic nature) that,
individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed
herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions
contemplated hereby.


 


4.20.       Sanctioned
Persons; Anti-Corruption Laws; PATRIOT Act


 


None
of the Credit Parties or any of their respective directors, officers or, to the knowledge of the Borrower, employees, agents,
advisors or Affiliates is subject to any sanctions or economic embargoes administered or enforced by the U.S. Department of State
or the U.S. Department of Treasury (including the Office of Foreign Assets Control) or any other applicable sanctions authority
(collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions
Laws”). Each of the Credit Parties and their respective directors, officers and, to the knowledge of the Borrower, employees,
agents, advisors and Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States
Foreign Corrupt Practices Act of 1977, as amended, and any other applicable anti-bribery or anti-corruption laws, rules, regulations
and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism
and money laundering laws, rules, regulations and orders.


 


No
part of the proceeds of the Loans will be used, directly or indirectly, (A) for the purpose of financing any activities or business
of or with any Person or in any country or territory that at such time is the subject of any Sanctions or (B) for any payments
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 any Anti-Corruption Law.


 


SECTION
5. COVENANTS


 


Each
Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other
than contingent obligations), each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants
set forth in this Section 5.


 


5.1.          Compliance
with Laws, Etc.


 


The
Borrower will comply in all material respects with applicable laws, rules, regulations, writs, judgments, injunctions, decrees,
awards and orders with respect to it, its business and its properties.


 


5.2.          Maintenance
of Books and Records.


 


The
Borrower shall maintain and implement administrative and operating procedures reasonably necessary in the performance of its obligations
hereunder and the Borrower shall keep and maintain, or cause the Board of Managers to keep or maintain at all times, or cause
to be kept and maintained at all times in the registered office of the Borrower specified in the Limited Liability Company Agreement,
all documents, books, records, accounts and other information as are required under the laws of Delaware.


 






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5.3.          Existence
of Borrower.


 


(a)            The
Borrower shall take all reasonable steps to maintain its identity as a separate legal entity from that of its members. The Borrower
shall keep its principal place of business at the address specified on Appendix B. The Borrower shall keep separate books and
records and will not commingle its respective funds with those of any other Person. The Borrower shall, to the maximum extent
permitted by applicable law, keep in full force and effect its rights and franchises as a limited liability company incorporated
under the laws of the State of Delaware, shall comply with the provisions of its organizational documents, and shall obtain and
preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Collateral.


 


(b)            The
Borrower shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent
required by applicable law, holding regular member and managers or other similar meetings) are followed and shall conduct business
in its name. The Borrower shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate
existence being ignored, will fail to correct any known misunderstanding regarding its existence, or in its assets and liabilities
being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without
limiting the foregoing, the Borrower shall not (A) have any employees (other than members, managers and any other officers appointed
in compliance with the Limited Liability Company Agreement), (B) engage in any transaction with any member (other than the issuance
of the Borrower’s equity) that would constitute a conflict of interest (provided that the Limited Liability Company
Agreement, the Collateral Administration Agreement, the Sale and Contribution Agreement and the Investment Management Agreement
shall not be deemed to be such a transaction that would constitute a conflict of interest) or (C) pay dividends other than in
accordance with the Priority of Payments or any other provision of any Transaction Document that expressly permits dividends.


 


(c)            The
Borrower shall (1) have a board of managers separate from that of any other person (although members of the board of managers
of the Borrower may serve as managers of one or more Affiliates of the Borrower); (2) file its own tax returns, if any, as may
be required under applicable law, to the extent (x) not part of a consolidated group filing a consolidated return or returns or
(y) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable
law; (3) not commingle its assets with assets of any other person; (4) conduct its business in its own name and strictly comply
with all organizational formalities necessary to maintain its separate existence (and all such formalities have been complied
with since the Borrower’s formation); (5) maintain separate financial statements (it being understood that, if the Borrower’s
financial statements are part of a consolidated group with its Affiliates, then any such consolidated statements shall contain
a note indicating the Borrower’s separateness from any such Affiliates and that its assets are not available to pay the
debts of such Affiliate); (6) pay its own liabilities only out of its own funds; (7) maintain an arm’s-length relationship
with its Affiliates; (8) not hold out its credit or assets as being available to satisfy the obligations of others; (9) pay its
fair and reasonable share of overhead for shared office space, if any; (10) use separate stationery, invoices and checks and not
of any other entity (unless such entity is clearly designated as being the Borrower’s agent); (11) not pledge its assets
as security for the obligations of any other person; (12) maintain adequate capital in light of its contemplated business purpose,
transactions and liabilities and pay its operating expenses and liabilities from its own assets; and (13) not take any Material
Action without the unanimous affirmative vote of each member of its board of managers, including, in all cases, each of the Independent
Managers.


 


5.4.          Protection
of Collateral.


 


(a)            The
Borrower shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be necessary
to secure the rights and remedies of the Secured Parties hereunder and to:


 


(1)       Grant
more effectively all or any portion of the Collateral;


 






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(2)       maintain
or preserve the lien (and the priority thereof) of the Transaction Documents or to carry out more effectively the purposes hereof;


 


(3)       perfect,
publish notice of or protect the validity of any Grant made or to be made by the Transaction Documents;


 


(4)       enforce
any of the Pledged Obligations or other instruments or property included in the Collateral;


 


(5)       preserve
and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties against the claims of
all persons and parties;


 


(6)       pay
any and all taxes levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize
taxes and any other costs arising in connection with its activities; and


 


(7)       give,
execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may
be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to the Transaction Documents
or to enable the Collateral Agent to exercise and enforce its rights hereunder and thereunder with respect to such pledge and
security interest, and hereby authorizes the Collateral Agent to file a UCC financing statement listing ‘all assets of the
debtor’ in the collateral description of such financing statement.


 


The
Borrower hereby designates the Collateral Agent as its agent and attorney-in-fact to file, upon Borrower Order, any financing
statement, continuation statement or other instrument required pursuant to this Section 4; provided that such appointment
shall not impose upon the Collateral Agent any of the Borrower’s obligations under this Section 4. The Borrower shall cause
to be filed one or more continuation statements under the applicable UCC (it being understood that the Borrower (and to the extent
the Collateral Agent is directed to take any action, the Collateral Agent) shall be entitled to rely upon an Opinion of Counsel
as to the need to file such financing statements and continuation statements, the dates by which such filings are required to
be made and the jurisdictions in which such filings are required to be made).


 


(b)            The
Collateral Agent shall not, unless directed by the Borrower with the written consent of the Administrative Agent, (1) except in
accordance with the terms and conditions herein, remove any portion of the Collateral that consists of Cash or is evidenced by
an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date the most recent Opinion
of Counsel was delivered pursuant to Section 5.5 (or from the jurisdiction in which it was held as described in the Opinion of
Counsel delivered at the Effective Date pursuant to Section 3 of this Agreement, if no Opinion of Counsel has yet been delivered
pursuant to said Section 5.5) or (B) from the possession of the Person who held it on such date or (2) cause or permit ownership
or the pledge of any portion of the Collateral that consists of book-entry securities to be recorded on the books of a Person
(A) located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such date or (B)
other than the Person on whose books such ownership or pledge was recorded at such date, unless the Collateral Agent shall have
first received an Opinion of Counsel to the effect that the lien and security interest created by this Agreement with respect
to such property will continue to be maintained after giving effect to such action or actions.


 


5.5.          Opinions
as to Collateral.


 


On
or before March 1 in each calendar year, commencing in 2020, the Borrower shall furnish to the Collateral Agent and the Administrative
Agent an Opinion of Counsel relating to the security interest granted by the Borrower to the Collateral Agent, stating that, as
of the date of such opinion, the lien and security interest created by the Transaction Documents with respect to the Collateral
remain in effect and that no further action (other than as specified in such opinion) needs to be taken to ensure the continued
effectiveness of such lien over the next year.


 



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5.6.          Performance
of Obligations.


 


(a)            If
an Event of Default shall have occurred and be continuing, the Borrower shall not take any action that would release any principal
Obligor from any of such principal Obligor’s covenants or obligations under any Reference Instrument, except in connection
with the restructuring, default, waiver or amendment of any Collateral; provided that the Requisite Lenders shall have
consented to such action.


 


(b)            The
Borrower may contract with other Persons, including the Investment Manager and the Collateral Administrator, for the performance
of actions and obligations to be performed by the Borrower hereunder by such Persons and the performance of the actions and other
obligations with respect to the Collateral of the nature set forth in the Investment Management Agreement by the Investment Manager
and the Collateral Administration Agreement by the Collateral Administrator. Notwithstanding any such arrangement, the Borrower
shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions and obligations
by such Persons shall be deemed to be performance of such actions and obligations by the Borrower; and the Borrower will punctually
perform, and use its commercially reasonable efforts to cause the Investment Manager or such other Person to perform, all of their
obligations and agreements contained in the Investment Management Agreement, the Collateral Administration Agreement or such other
agreement.


 


(c)            The
Borrower agrees to comply in all material respects with all requirements applicable to it set forth in any Opinion of Counsel
obtained pursuant to any provision of this Agreement including satisfaction of any event identified in any Opinion of Counsel
as a prerequisite for the obtaining or maintaining by the Collateral Agent of a perfected security interest in any Collateral
Obligation, Substitute Collateral Obligation, Eligible Investment or other Collateral that is of first priority, free of any adverse
claim or the legal equivalent thereof, as applicable.


 


5.7.          Negative
Covenants.


 


(a)           The
Borrower will not:


 


(1)       sell,
transfer, assign, participate, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (by security
interest, lien (statutory or otherwise), preference, priority or other security agreement or preferential arrangement of any kind
or nature whatsoever or otherwise) (or permit such to occur or suffer such to exist), any part of the Collateral, except as expressly
permitted by this Agreement, the Sale and Contribution Agreement and the Investment Management Agreement;


 


(2)       claim
any credit on, or make any deduction from, the principal or interest payable or amounts distributable in respect of the Loans
(other than amounts withheld in accordance with the Internal Revenue Code or any other applicable law) or assert any claim against
any present or future Lender by reason of the payment of any taxes levied or assessed upon any part of the Collateral (other than
taxes levied or assessed in respect of amounts required to be deducted or withheld from the principal or interest payable in respect
of the Loans);


 


(3) (A)
incur or assume or guarantee any indebtedness or any contingent obligations, other than this Agreement and the other agreements
and transactions expressly contemplated hereby and thereby or (B) issue any additional securities (other than the issuance of
the Borrower’s equity to the Equity Owner), it being understood that additional capital contributions to the Borrower from
the Equity Owner are not prohibited by this clause (3);


 






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(4)       (A)
permit the validity or effectiveness of this Agreement or any other Transaction Document or any Grant hereunder or thereunder
to be impaired, or permit the lien of this Agreement or any other Transaction Document to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to this Agreement
or any other Transaction Document, except as may be expressly permitted hereby, or by the Investment Management Agreement, (B)
permit any lien, charge, adverse claim, security interest, mortgage or other encumbrance (including any preference, priority or
other security agreement or preferential arrangement of any kind or nature whatsoever or otherwise, other than the lien of this
Agreement or any other Transaction Document) to be created on or extend to or otherwise arise upon or burden the Collateral or
any part thereof, any interest therein or the Proceeds thereof, or (C) take any action that would cause the lien of this Agreement
or any other Transaction Document not to constitute a valid perfected security interest in the Collateral that is of first priority,
free of any adverse claim or the legal equivalent thereof, as applicable, except as may be expressly permitted hereby (or in connection
with a disposition of Collateral required hereby);


 


(5)       make
or incur any capital expenditures, except as reasonably required to perform its functions in accordance with the terms of this
Agreement;


 


(6)       become
liable in any way, whether directly or by assignment or as a guarantor or other surety, for the obligations of the lessee under
any lease, hire any employees or pay any dividends to the Equity Owner (other than in accordance with this Agreement);


 


(7)       enter
into any transaction with any Affiliate or any Lender other than (A) the transactions contemplated by this Agreement, the Limited
Liability Company, the Investment Management Agreement, the Sale and Contribution Agreement and the Collateral Administration
Agreement, (B) the transactions relating to the making of the Loans or (C) transactions on terms that are no less favorable than
those obtainable in an arm’s-length transaction with a wholly unaffiliated Person and on terms that are fair and equitable
to the Borrower under all the facts or circumstances under applicable law;


 


(8)       maintain
any bank accounts other than


 


(i)       the
Borrower Accounts; and


 


(ii)       until
March 2, 2020, the Existing Accounts; provided, that the Existing Accounts shall at all time be subject to an Existing
Account Control Agreement;


 


(9)       change
its name without (x) receiving the prior written consent of the Requisite Lenders, (y) delivering to the Collateral Agent and
the Administrative Agent notice thereof and (z) receiving an Opinion of Counsel that such name change will not adversely affect
the Collateral Agent’s lien or the interest hereunder of the Secured Parties or the Collateral Agent;


 


(10)      fail
to pay any tax, assessment, charge or fee with respect to the Collateral, or fail to defend any action, if such failure to pay
or defend will adversely affect the priority or enforceability of the lien over the Collateral created by this Agreement;


 


(11)      amend
any Transaction Document without the prior written consent of the Requisite Lenders;


 






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(12)      other
than agreements involving purchase and sale relating to the Collateral Portfolio having customary purchase and sale terms, enter
into any agreement or contract with any Person unless such contract or agreement contains “limited recourse” provisions
and such Person agrees that, prior to the date that is one year and one day after all of the related obligations of the Borrower
have been paid in full (or, if longer, the applicable preference period under applicable insolvency law), such Person shall not
take any action or institute any proceeding against the Borrower under any insolvency law applicable to the Borrower or which
would be reasonably likely to cause the Borrower to be subject to, or seek protection of, any such insolvency law; provided
that such Person shall be permitted to become a party to and to participate in any Proceeding or action under any such insolvency
law that is initiated by any other Person other than one of its Affiliates;


 


(13)       amend
any provision of this Agreement or any other agreement entered into by the Borrower with respect to the transactions contemplated
hereby, relating to (A) the institution of proceedings for the Borrower to be adjudicated as bankrupt or insolvent, (B) the consent
of the Borrower to the institution of bankruptcy or insolvency proceedings against it, (C) the filing with respect to the Borrower
of a petition or answer or consent seeking reorganization, arrangement, moratorium or liquidation proceedings, or other proceedings
under the Bankruptcy Code or any similar laws, or (D) the consent of the Borrower to the filing of any such petition or the appointment
of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Borrower or any substantial part
of its property, respectively;


 


(14)       amend
any limited recourse or non-petition provision of this Agreement or any limited recourse provision of any other agreement entered
into by the Borrower with respect to the transactions contemplated hereby, (which limited recourse or non-petition provision provides
that the obligations of the Borrower are limited recourse obligations of the Borrower, payable solely from the Collateral in accordance
with the terms of this Agreement and which non-petition provision provides that no party entering into an agreement with the Borrower
will initiate insolvency or examinership proceedings against the Borrower);


 


(15)       amend
any non-petition provision of this Agreement or any non-petition provision of any other agreement entered into by the Borrower
with respect to the transactions contemplated hereby;


 


(16)       acquire
any assets or take any action that would require it to register as an “investment company” under the Investment Company
Act;


 


(17)       fail
to correct any known misunderstanding regarding its separate identity;


 


(18)       have
any employees;


 


(19)       pay
any dividends (other than in accordance with this Agreement);


 


(20)       enter
into any transaction other than on arm’s length terms and at market rates other than as expressly permitted pursuant to
this Agreement;


 


(21)       take
any action or make an election to classify itself as an association taxable as a corporation for federal, state or any applicable
tax purposes;


 


(22)       acquire
or form any subsidiary; or


 






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(23)       maintain
less than two Independent Managers who are not Affiliates of the Investment Manager; provided in each case that the Borrower
shall not be in breach of this covenant if an Independent Manager resigns, is unable to serve as an Independent Manager or is
otherwise incapacitated so long as (x) the Borrower and/or its governing body replaces such Independent Manager promptly and in
any event within 10 Business Days after obtaining knowledge thereof and (y) at all times during such period at least one Independent
Manager who is not an Affiliate of the Investment Manager is maintained.


 


(b)           The
Borrower shall not sell, transfer, exchange or otherwise dispose of Collateral, or enter into or engage in any business with respect
to any part of the Collateral except as expressly permitted or required by this Agreement and the Investment Management Agreement.


 


5.8.           No
Consolidation.


 


The
Borrower shall not consolidate or merge with or into any other Person or, other than the security interest Granted to the Collateral
Agent pursuant to this Agreement and the other Transaction Documents, convey or transfer its properties and assets substantially
as an entirety to any Person.


 


5.9.          No
Other Business; Etc.


 


The
Borrower shall not engage in any business or activity other than making the Loans pursuant to this Agreement, and Acquiring, owning,
holding, selling, pledging, contracting for the management of and otherwise dealing with Collateral Obligations and other Collateral
in connection therewith and such other activities which are necessary, required or advisable to accomplish the foregoing; provided
that the Borrower shall be permitted to enter into any additional agreements not expressly prohibited by this Agreement.


 


Without
limiting the foregoing, in the performance of its obligations hereunder, the Borrower (or the Investment Manager on its behalf)
may enter into any amendment or waiver of, or supplement to, any Reference Instrument (each, an “Amendment”);
provided that (1) the Borrower shall (A) give the Administrative Agent and the Lenders prompt written notice of each such
Amendment, (B) deliver to the Administrative Agent a summary of such Amendment, along with a description of the rationale of such
request, and the then-most recent available draft documentation in connection therewith (each, a “Draft Amendment Package”),
and make such Draft Amendment Package available in the Transaction Date Room; and (C) if such Amendment constitutes a Specified
Change or an Event of Default has occurred and is then continuing, the prior written consent of the Requisite Lenders shall be
required with respect to any such Amendment.


 


The
Borrower will not amend its Limited Liability Company Agreement without giving notice to the Investment Manager and the Administrative
Agent and without the consent of the Requisite Lenders.


 


5.10.       Compliance
with Investment Management Agreement.


 


The
Borrower agrees to perform all actions required to be performed by it, and to refrain from performing any actions prohibited under,
the Investment Management Agreement. The Borrower also agrees to take all actions as may be necessary to ensure that all of the
Borrower’s representations and warranties made pursuant to the Investment Management Agreement are true and correct as of
the date thereof and continue to be true and correct for so long as any Loans are outstanding. The Borrower further agrees not
to authorize or otherwise to permit the Investment Manager to act in contravention of the representations, warranties and agreements
of the Investment Manager under the Investment Management Agreement. Neither the Borrower nor the Investment Manager shall terminate
the Investment Management Agreement or select a replacement investment manager, in each case without the prior consent of the
Requisite Lenders (which the Requisite Lenders may withhold in their sole and absolute discretion).


 






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5.11.       Certain
Tax Matters.


 


(a)           FS
Energy and Power Fund, as tax owner of the Borrower and its assets, including the Collateral, shall pay or cause to be paid all
federal, state and local taxes imposed on income derived from the Collateral and timely file, or cause to be filed, all tax returns
and information statements and returns relating to the Borrower’s income and assets, except where contested in good faith
and by appropriate proceedings (and for which there are adequate reserves maintained in accordance with GAAP). It shall also provide,
if required, a duly completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or any successor to
such IRS form, to the payor with respect to any item included in the Collateral at the time such item is purchased or entered
into.


 


(b)           To
the extent that the Loans are treated as issued for U.S. federal income tax purposes, the Borrower and each Lender, by making
a Loan, or any interest therein, shall be deemed to have agreed to treat, and shall treat, the Loans as unconditional debt in
the Borrower (or the Equity Owner) for U.S. federal, state and local income tax purposes, unless otherwise required by law.


 


5.12.       Certain
Regulations.


 


Each
of the Borrower and the Investment Manager understands that Executive Orders issued by the President of the United States of America,
Federal regulations administered by OFAC and other federal laws prohibit, among other things, U.S. persons or persons under jurisdiction
of the United States from engaging in certain transactions with, the provision of certain services to, and making certain investments
in, certain foreign countries, territories, entities and individuals, and that the lists of prohibited countries, territories,
entities and individuals can be found on, among other places, the OFAC website at www.treas.gov/ofac. None of the Borrower, the
Investment Manager or any of their respective Affiliates, owners, directors or officers is, or is acting on behalf of, a country,
territory, entity or individual named on such lists, and none of the Borrower, the Investment Manager or any of their respective
Affiliates, owners, directors or officers is a natural person or entity with whom dealings with U.S. persons or persons under
the jurisdiction of the United States are prohibited under any OFAC regulation or other applicable federal law or acting on behalf
of such a person or entity. The Borrower does not own and will not acquire, and the Investment Manager will not cause the Borrower
to own or acquire, any security issued by, or interest in, any country, territory, or entity whose direct ownership by U.S. persons
or persons under the jurisdiction of the U.S. would be or is prohibited under any OFAC regulation or other applicable federal
law.


 


5.13.       Financial
and other Information.


 


(a)           The
Borrower shall deliver the documents and information detailed in Schedule A (the “Specified Information”) to
the Administrative Agent and the Lenders on or prior to the date required pursuant to Schedule A.


 


(b)            Notice
of Default. Promptly upon the Borrower obtaining knowledge (1) of any condition or event that constitutes a Default or an
Event of Default or that notice has been given to the Borrower with respect thereto; or (2) of the occurrence of any event or
change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, the Borrower shall deliver
to the Administrative Agent and the Lenders a certificate of an Authorized Officer of the Borrower specifying the nature and period
of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature
of such claimed Default, Event of Default, default, event or condition, and what action the Borrower has taken, is taking and
proposes to take with respect thereto.


 


(c)            Notice
of Litigation. Promptly upon the Borrower obtaining knowledge of (1) any Adverse Proceeding not previously disclosed in writing
by the Borrower to the Lenders, or (2) any material development in any such Adverse Proceeding that, in the case of either clause
(1) or (2), if adversely determined could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise
prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby,
the Borrower shall deliver to the Administrative Agent and the Lenders written notice thereof together with such other information
as may be reasonably available to the Borrower to enable the Lenders and their counsel to evaluate such matters.


 



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5.14.       Transaction
Data Room


 


The
Borrower shall at all times maintain (or cause the Collateral Custodian to maintain on their behalf) a Transaction Data Room,
and shall cause to be maintained therein electronic copies of all documents and other information required by this Agreement and
other Transaction Documents to be maintained therein; provided that, to the extent the Transaction Data Room is unavailable,
the Borrower shall deliver copies of all documents and other information required by this Agreement and other Transaction Documents
to the appropriate party in accordance with the notice procedures set forth in Section 14.1.


 


5.15.       Inspections,
Etc.


 


(a)            Each
Credit Party will permit any authorized representatives designated by the Administrative Agent or any Lender to visit and inspect
any of the properties of any Credit Party, to inspect, copy and take extracts from its financial and accounting records, and to
discuss its affairs, finances and accounts with its officers and independent public accountants, all upon reasonable advance notice
and at such reasonable times during normal business hours and as often as may reasonably be requested; provided that, in
the absence of an Event of Default, (x) the Credit Parties shall not be required to reimburse the Administrative Agent and the
Lenders for more than one inspection in any period of twelve consecutive fiscal months and (y) there shall be no more than one
inspection in any period of twelve consecutive fiscal months.


 


(b)       Without
limiting paragraph (a) above, each Credit Party will permit the Administrative Agent and any designee thereof from time to time
to inspect the Collateral Obligations and related Reference Instruments selected by the Requisite Lenders in their sole and absolute
discretion and, in connection therewith, to investigate any or all of the following (the “Specified Matters”)
with respect to any Collateral Obligation:


 


 (1)            all matters relating to the title of Borrower with respect to such Collateral Obligations;




 


(2)            the
perfection of the Collateral Agent’s security interest in the Collateral under the Collateral Documents; and


 


(3)            the
existence of any litigation or other similar proceeding relating to the Collateral Obligations to which a Credit Party is a party,
either as plaintiff or defendant,


 


in
each case at such times during normal business hours, upon reasonable advance notice to the Borrower and subject to applicable
law and the rights of the relevant Credit Party under the applicable Reference Instruments.


 


(c)            Each
Credit Party will, upon the request of the Requisite Lenders, participate in a meeting of the Administrative Agent and the Lenders:


 


(1)            once
during each calendar year, to be held at the Investment Manager’s corporate offices (or at such other location as may be
requested by the Administrative Agent or the Requisite Lenders that is reasonably acceptable to the Borrower) at such time as
may be agreed to by the Borrower, the Administrative Agent and the Requisite Lenders; and


 


 (2)            if
an Event of Default has occurred and is then continuing, at such other times as may be reasonably requested by any Lender, to
be held at the Investment Manager’s corporate offices (or at such other location as may be requested by such Lender that is reasonably acceptable to the Borrower).


 



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(d)       Each
inspection, investigation, visitation or other meeting referred to in clause (b) and (c) above shall be at the Lenders’
own cost and expense; provided that, if an Event of Default has occurred and is continuing, then each such inspection,
investigation, visitation or other meeting will be at the expense of the Borrower.


 


5.16.       Existing
Accounts.


 


The
Borrower will at all times cause the Existing Account Bank to sweep funds from each Existing Account to the functionally equivalent
Borrower Account on a daily basis until such time as such Existing Account shall be closed.


 


SECTION
6. ACCOUNTS; ACCOUNTINGS AND RELEASES.


 


6.1.          Collection
of Money


 


(a)            Except
as otherwise expressly provided herein, the Collateral Agent may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable
to or receivable by the Collateral Agent pursuant to this Agreement and the other Transaction Documents, including all payments
due on the Collateral, in accordance with the terms and conditions of such Collateral. The Collateral Agent shall segregate and
hold all such money and property received by it in the Borrower Accounts in trust for the Secured Parties and shall apply it as
provided in this Agreement. If a default occurs in the making of any payment or performance in connection with any Collateral,
the Collateral Agent shall, subject to paragraph (b) below, take such action as may be directed to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.


 


(b)            In
the event that in any month the Collateral Administrator determines based upon the information contained in the Monthly Report
or information received from the Investment Manager that it has not received a payment with respect to any Pledged Obligation
on its Due Date, (a) the Collateral Administrator shall promptly notify the Borrower and the Investment Manager in writing and
(b) unless within three Business Days (or the end of the applicable grace period for such payment, if longer), after such notice
such payment shall have been received by the Collateral Administrator, or the Borrower, in its absolute discretion (but only to
the extent not prohibited by Section 6.2(a)), shall have made provision for such payment satisfactory to the Collateral Agent
in accordance with Section 2(a) below, the Collateral Administrator shall request the issuer of such Pledged Obligation, the trustee
under the related Reference Instrument or paying agent designated by either of them, as the case may be, to make such payment
as soon as practicable after such request but in no event later than three Business Days after the date of such request.


 


(c)            The
accounts established by the Collateral Agent pursuant to this Agreement may include any number of sub-accounts deemed necessary
by the Collateral Agent or requested by the Investment Manager for convenience in administering the Accounts and the Collateral
Obligations (including, for the avoidance of doubt, separate subaccounts for each Specified Currency).


 


(d)            Each
Borrower Account shall be established and maintained (a) with a federal or state-chartered depository institution (i) with a
short-term rating of at least “A-1” by S&P (or a long-term rating of at least “A+” by S&P if
such institution has no short-term rating) and if such institution’s short-term rating falls below “A-1” by
S&P (or its long-term rating falls below “A+” by S&P if such institution has no short-term rating), the
assets held in such Account shall be transferred within 60 calendar days to another institution that has a short-term rating
of at least “A-1” by S&P (or which has a long-term rating of at least “A+” by S&P if such
institution has no short-term rating) or (ii) as otherwise consented to by the Administrative Agent in writing or (b) with
respect to securities accounts, in segregated trust accounts with the corporate trust department of a federal or
state-chartered deposit institution subject to regulations 
regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulation Section 9.10(b). Such institution shall
have a combined capital and surplus of at least U.S.$200,000,000.


 



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(e)            All
investment or application of funds in accordance with Section 6.3 shall be made pursuant to a Borrower Order (which may be in
the form of standing instructions) executed by an Authorized Officer of the Investment Manager. The Borrower shall at all times
direct the Collateral Agent or the Borrower Accounts Securities Intermediary, as applicable to, and, upon receipt of such Borrower
Order, the Collateral Agent or the Borrower Accounts Securities Intermediary shall, invest or cause the investment of, pending
application in accordance with Section 6.3, all funds received into the Borrower Accounts (other than the Payment Account) during
a Due Period (except when such funds shall be required to be disbursed hereunder), and amounts received in prior Due Periods and
retained in any Borrower Account, as so directed, in Eligible Investments. If, prior to the occurrence of an Event of Default,
the Borrower shall not have given any such investment directions, the Collateral Agent shall within five Business Days after transfer
of such funds to such Borrower Account, invest and reinvest the funds held in such Borrower Account, as fully as practicable in
the Standby Directed Investment. After the occurrence and during the continuance of an Event of Default, the Collateral Agent
shall invest and reinvest, or cause the investment or reinvestment of, such monies in the Standby Directed Investment. All interest
and other income from such Eligible Investments shall be deposited into the applicable Borrower Accounts and transferred to the
Interest Collection Account, and any gain realized from such investments shall be credited to the Interest Collection Account,
and any loss resulting from such investments shall be charged to the Interest Collection Account. Except as otherwise provided
herein, the Collateral Agent shall not in any way be held liable by reason of any insufficiency of funds in any Borrower Account
resulting from any loss relating to any such investment; and the Collateral Agent shall not be under any obligation to invest
any funds held hereunder except as otherwise expressly set forth herein.


 


If
the Borrower receives Cash denominated in a currency that is not a currency with respect to which a subaccount of the relevant
Borrower Account has been opened hereunder (regardless of source), the Collateral Agent, when and as directed by the Borrower
(or the Investment Manager on its behalf), shall convert such amounts into USD at the Collateral Agent Exchange Rate at the time
of such conversion. The Borrower shall bear all risks of investing in Pledged Obligations denominated in a foreign currency. It
is understood and agreed that any foreign exchange transaction effected by the Collateral Agent may be entered with the Bank or
its affiliates acting as principal or otherwise through customary banking channels. The Collateral Agent shall be entitled at
all times to comply with any legal or regulatory requirements applicable to currency or foreign exchange transactions. The Borrower
acknowledges that the Collateral Agent or any affiliates of the Collateral Agent involved in any such foreign exchange transactions
may make a margin or banking income from foreign exchange transactions entered into pursuant to this section for which they shall
not be required to account to the Borrower or any of its Affiliates. The Collateral Agent shall have no liability for any losses
included in or resulting from the rates obtained in any such exchange transaction in the absence of its gross negligence, willful
misconduct or bad faith of its duties hereunder.


 


(f)
            The Collateral Agent, within one Business Day after becoming aware of the receipt of
any Distribution or other Proceeds that is not Cash, shall so notify the Investment Manager on behalf of the Borrower and the
Borrower shall, within 10 Business Days of receipt of such notice from the Collateral Agent, sell such Distributions or other
Proceeds for Cash in an arm’s length transaction and deposit the Proceeds thereof in the relevant Interest Collection Account
or Principal Collection Account, as applicable, for investment; provided that the Borrower need not sell such Distributions
or other Proceeds if it delivers an Officer’s Certificate to the Collateral Agent certifying that such Distributions or
other Proceeds constitute Collateral Obligations or Eligible Investments and that all steps necessary to cause the Collateral
Agent to have a perfected lien therein that is of first priority, free of any adverse claim or the legal equivalent thereof, as
applicable, have been taken.


 


6.2.          Interest
Collection Accounts; Collateral Accounts


 


(a)            Interest
Collection Accounts.


 






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(1)            The
Borrower shall, on or prior to the Effective Date, establish at the Borrower Accounts Securities Intermediary a segregated trust
account in the name “Gladwyne Funding LLC, subject to the lien of Wells Fargo Bank, National Association, as Collateral
Agent on behalf of the Secured Parties”, which shall be designated as the Borrowing Base Interest Collection Account, which
shall be held by the Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement into
which the Borrower shall, from time to time, deposit all Interest Proceeds (unless simultaneously reinvested in Collateral Obligations
or in Eligible Investments) received in respect of all Collateral Obligations (other than Buffer Assets) except as otherwise provided
in this Section 6. In addition, the Borrower may, but under no circumstances shall be required to, deposit or cause to be deposited
from time to time such monies in the Borrowing Base Interest Collection Account as it deems, in its sole discretion, to be advisable.
All monies deposited from time to time in the Borrowing Base Interest Collection Account pursuant to this Agreement shall be held
in trust by the Collateral Agent as part of the Collateral and shall be applied to the purposes provided herein. The Collateral
Agent agrees to give the Borrower and the Administrative Agent notice as soon as practicable under the circumstances if an Authorized
Officer of the Collateral Agent obtains actual knowledge or receives written notice that the Borrowing Base Interest Collection
Account or any funds on deposit therein, or otherwise to the credit of the Borrowing Base Interest Collection Account, shall become
subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal,
equitable or beneficial interest in the Borrowing Base Interest Collection Account other than in accordance with the provisions
of this Agreement and the Securities Account Control Agreement. At all times, the Borrowing Base Interest Collection Account shall
remain at an institution that satisfies the requirements of Section 6.1.


 


(2)            The
Borrower shall, on or prior to the Effective Date, establish at the Borrower Accounts Securities Intermediary a segregated trust
account in the name “Gladwyne Funding LLC, subject to the lien of Wells Fargo Bank, National Association, as Collateral
Agent on behalf of the Secured Parties”, which shall be designated as the Buffer Asset Interest Collection Account, which
shall be held by the Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement into
which the Borrower shall, from time to time, deposit all Interest Proceeds (unless simultaneously reinvested in Collateral Obligations
or in Eligible Investments) received in respect of all Buffer Assets except as otherwise provided in this Section 6. In addition,
the Borrower may, but under no circumstances shall be required to, deposit or cause to be deposited from time to time such monies
in the Buffer Asset Interest Collection Account as it deems, in its sole discretion, to be advisable. All monies deposited from
time to time in the Buffer Asset Interest Collection Account pursuant to this Agreement shall be held in trust by the Collateral
Agent as part of the Collateral and shall be applied to the purposes provided herein. The Collateral Agent agrees to give the
Borrower and the Administrative Agent notice as soon as practicable under the circumstances if an Authorized Officer of the Collateral
Agent obtains actual knowledge or receives written notice that the Buffer Asset Interest Collection Account or any funds on deposit
therein, or otherwise to the credit of the Buffer Asset Interest Collection Account, shall become subject to any writ, order,
judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial
interest in the Buffer Asset Interest Collection Account other than in accordance with the provisions of this Agreement and the
Securities Account Control Agreement. At all times, the Buffer Asset Interest Collection Account shall remain at an institution
that satisfies the requirements of Section 6.1.


 





 



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To the extent that any Interest Proceeds are received in a
Specified Currency other than USD, the Collateral Agent will cause such Interest Proceeds to be deposited in the subaccount
of the relevant Interest Collection Account established for such currency (or in such other account as the Collateral Agent
may have established to hold such currency for purposes of this Agreement and the other Transaction Documents); provided
that, it is understood and agreed that, notwithstanding the establishment of any such subaccounts on or prior to the
Effective Date, such subaccounts shall not be available for the receipt of Interest Proceeds until such time as the Borrower
Accounts Securities Intermediary notifies the Borrower and the
Collateral Agent that such subaccounts are operational and available to receive such funds (and neither the Borrower Account
Securities Intermediary nor the Collateral Agent shall have any liability for any failure or delay in the receipt of such
funds). On the Determination Date preceding each Payment Date (or at any time at the direction of the Administrative Agent,
if an Event of Default has occurred and is continuing), the Collateral Agent shall cause, at the direction of the Investment
Manager, (or if no such direction is provided by the Investment Manager, at the direction of the Administrative Agent) all
amounts in each Specified Currency in the relevant Interest Collection Account and such subaccounts (and in each other such
account) received during the related Due Period to be converted to USD, and shall cause the USD proceeds of such conversion
to be deposited in the relevant Interest Collection Account for application on such Payment Date pursuant to the terms and
conditions set forth herein. For the avoidance of doubt, Interest Proceeds received during a Due Period and committed to be
converted by the related Determination Date as described above shall continue to be treated as having been received in such
Due Period, notwithstanding that the settlement of the currency exchange may occur after such Determination Date (provided
that such settlement occurs no later than the Business Day immediately preceding the related Payment Date).


 


(b)            Investment
of Interest Collection Accounts. Subject to Section 6.3, all property in the Interest Collection Accounts, together with any
securities in which funds included in such property are or will be invested or reinvested during the term of this Agreement, and
any income or other gain realized from such investments, shall be held by the Borrower Accounts Securities Intermediary in the
Interest Collection Accounts as part of the Collateral subject to disbursement and withdrawal solely as provided in this Section
6.2 and Section 6.3 below.


 


(c)            Collateral
Accounts.


 


(1)             The
Borrower shall, on or prior to the Initial Funding Date, establish at the Borrower Accounts Securities Intermediary a segregated
trust account in the name “Gladwyne Funding LLC, subject to the lien of Wells Fargo Bank, National Association, as Collateral
Agent on behalf of the Secured Parties”, which shall be designated as the Borrowing Base Collateral Account, which shall
be held by the Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement into which
the Borrower shall from time to time deposit Collateral (other than Buffer Assets). All Collateral deposited from time to time
in the Borrowing Base Collateral Account pursuant to this Agreement shall be held in trust by the Collateral Agent as part of
the Collateral and shall be applied to the purposes provided herein. The Collateral Agent agrees to give the Borrower and the
Administrative Agent notice as soon as practicable under the circumstances if an Authorized Officer of the Collateral Agent obtains
actual knowledge or receives written notice that the Borrowing Base Collateral Account or any funds on deposit therein, or otherwise
to the credit of the Borrowing Base Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment,
execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Borrowing Base Collateral
Account other than in accordance with the provisions of this Agreement and the Securities Account Control Agreement. At all times,
the Borrowing Base Collateral Account shall remain at an institution that satisfies the requirements of Section 6.1.


 


(2)            The
Borrower shall, on or prior to the Initial Funding Date, establish at the Borrower Accounts Securities Intermediary a
segregated trust account in the name “Gladwyne Funding LLC, subject to the lien of Wells Fargo Bank, National
Association, as Collateral Agent on behalf of the Secured Parties”, which shall be designated as the Buffer Asset
Collateral Account, which shall be held by the Borrower Accounts Securities Intermediary in accordance with the Securities
Account Control Agreement into which the Borrower shall from time to time deposit Buffer Assets and all other Collateral
related thereto. All Collateral deposited from time to time in the Buffer Asset Collateral Account pursuant to this Agreement
shall be held in trust by the Collateral Agent as part of the Collateral and shall be applied to the purposes provided
herein. The Collateral Agent agrees to give the Borrower and the Administrative Agent notice as soon as practicable under the
circumstances if an Authorized Officer of the Collateral Agent obtains actual knowledge or receives written notice that the
Buffer Asset Collateral Account or any funds on deposit therein,
or otherwise to the credit of the Buffer Asset Collateral Account, shall become subject to any writ, order, judgment, warrant
of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Buffer
Asset Collateral Account other than in accordance with the provisions of this Agreement and the Securities Account Control Agreement.
At all times, the Buffer Asset Collateral Account shall remain at an institution that satisfies the requirements of Section 6.1.


 



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6.3.          Principal
Collection Accounts; Payment Account and Margin Account


 


(a)            Principal
Collection Accounts.


 


(1)            The
Borrower shall, prior to the Effective Date, establish at the Borrower Accounts Securities Intermediary a segregated trust account
in the name “Gladwyne Funding LLC, subject to the lien of Wells Fargo Bank, National Association, as Collateral Agent on
behalf of the Secured Parties”, which shall be designated as the Borrowing Base Principal Collection Account, which shall
be held by the Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement. Any and
all funds at any time on deposit in, or otherwise to the credit of, the Borrowing Base Principal Collection Account shall be held
in trust by the Collateral Agent for the benefit of the Secured Parties. The Collateral Agent agrees to give the Borrower and
the Administrative Agent notice as soon as practicable under the circumstances if an Authorized Officer of the Collateral Agent
obtains actual knowledge or received written notice that the Borrowing Base Principal Collection Account or any funds on deposit
therein, or otherwise to the credit of the Borrowing Base Principal Collection Account, shall become subject to any writ, order,
judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial
interest in the Borrowing Base Principal Collection Account other than in accordance with the provisions of this Agreement and
the Securities Account Control Agreement. At all times, the Borrowing Base Principal Collection Account shall remain at an institution
that satisfies the requirements of Section 6.1.


 


(2)            The
Borrower shall, prior to the Effective Date, establish at the Borrower Accounts Securities Intermediary a segregated trust account
in the name “Gladwyne Funding LLC, subject to the lien of Wells Fargo Bank, National Association, as Collateral Agent on
behalf of the Secured Parties”, which shall be designated as the Buffer Asset Principal Collection Account, which shall
be held by the Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement. Any and
all funds at any time on deposit in, or otherwise to the credit of, the Buffer Asset Principal Collection Account shall be held
in trust by the Collateral Agent for the benefit of the Secured Parties. The Collateral Agent agrees to give the Borrower and
the Administrative Agent notice as soon as practicable under the circumstances if an Authorized Officer of the Collateral Agent
obtains actual knowledge or received written notice that the Buffer Asset Principal Collection Account or any funds on deposit
therein, or otherwise to the credit of the Buffer Asset Principal Collection Account, shall become subject to any writ, order,
judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial
interest in the Buffer Asset Principal Collection Account other than in accordance with the provisions of this Agreement and the
Securities Account Control Agreement. At all times, the Buffer Asset Principal Collection Account shall remain at an institution
that satisfies the requirements of Section 6.1.


 


(b)            Deposits
into Principal Collection Accounts; Investment. All capital contributions in cash from the Equity Owner, all proceeds of
Loans made hereunder and all Principal Proceeds received in respect of all Collateral Obligations (other than Buffer Assets)
that have not been reinvested in Substitute Collateral Obligations upon the receipt of such Principal Proceeds shall be
deposited into the Borrowing Base Principal Collection Account. All such funds, together with any Eligible Investments made
with such funds, shall be held by the Borrower Accounts Securities Intermediary in the Borrowing Base Principal Collection
Account as part of the Collateral subject to disbursement and withdrawal solely as provided in this Section 6.3(b) and
Section 6.3(c) below. Any income or other gain realized from Eligible Investments in the Borrowing Base Principal Collection
Account shall be transferred to the Borrowing
Base Interest Collection Account and disbursed and withdrawn in accordance with Section 6.2 above.


 



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Prior
to the end of the Reinvestment Period, upon the receipt of a Borrower Order and the written consent of the Administrative Agent,
the Borrower Accounts Securities Intermediary shall reinvest funds on deposit in the Borrowing Base Principal Collection Account
in Collateral Obligations as permitted under and in accordance with the requirements of Section 8 and such Borrower Order. Any
unused proceeds remaining in the Borrowing Base Principal Collection Account at the end of the Reinvestment Period (other than
Reinvestment Income (which shall be treated as Interest Proceeds)) shall be applied as Principal Proceeds on the first Payment
Date following the end of the Reinvestment Period.


 


All
Principal Proceeds received in respect of all Buffer Assets that have not been reinvested in Substitute Collateral Obligations
upon the receipt of such Principal Proceeds shall be deposited into the Buffer Asset Principal Collection Account. All such funds,
together with any Eligible Investments made with such funds, shall be held by the Borrower Accounts Securities Intermediary in
the Buffer Asset Principal Collection Account as part of the Collateral subject to disbursement and withdrawal solely as provided
in this Section 6.3(b) and Section 6.3(c) below. Any income or other gain realized from Eligible Investments in the Buffer Asset
Principal Collection Account shall be transferred to the Buffer Asset Interest Collection Account and disbursed and withdrawn
in accordance with Section 6.2 above.


 


The
only withdrawals from the Buffer Asset Principal Collection Account shall be (1) if at any time any Event of Default has occurred
and is continuing, for application under the Enforcement Priority of Payments at the direction of the Requisite Lenders, (2) if
no Default or Event of Default or Collateral Deficit has occurred and is continuing or would result therefrom, upon receipt of
a Borrower Order, for reinvestment in Buffer Assets as permitted under and in accordance with the requirements of Section 8 and
such Borrower Order, and (3) if no Default, Event of Default, Borrowing Base Deficiency or Collateral Deficit has occurred and
is continuing or would result therefrom, with the written consent of the Requisite Lenders (which Requisite Lenders may withhold
in their sole and absolute discretion) for remittance to the Equity Owner. On the Business Day prior to the Maturity Date, the
Collateral Agent shall remit the balance on deposit in the Buffer Asset Principal Collection Account to the Borrowing Base Principal
Collection Account for application as Principal Proceeds. Notwithstanding anything to the contrary in this Section 6.3, the Borrower
shall have the right to transfer Cash to the Buffer Asset Principal Collection Account without restriction.


 


To
the extent that any Principal Proceeds are received in a Specified Currency other than USD, the Collateral Agent will cause such
Principal Proceeds to be deposited in the subaccount of the relevant Principal Collection Account established for such currency
(or in such other account as the Collateral Agent may have established to hold such currency for purposes of this Agreement and
the other Transaction Documents); provided that, it is understood and agreed that, notwithstanding the establishment of any such
subaccounts on or prior to the Effective Date, such subaccounts shall not be available for the receipt of Principal Proceeds until
such time as the Borrower Accounts Securities Intermediary notifies the Borrower and the Collateral Agent that such subaccounts
are operational and available to receive such funds (and neither the Borrower Account Securities Intermediary nor the Collateral
Agent shall have any liability for any failure or delay in the receipt of such funds). On the Determination Date preceding each
Payment Date (or at any time at the direction of the Administrative Agent, if an Event of Default has occurred and is continuing),
the Collateral Agent shall cause, at the direction of the Investment Manager, (or if no such direction is provided by the Investment
Manager, at the direction of the Administrative Agent) all amounts in each Specified Currency in the relevant Principal Collection
Account and such subaccounts (and in each other such account) received during the related Due Period to be converted to USD, and
shall cause the USD proceeds of such conversion to be deposited in the relevant Principal Collection Account for application on
such Payment Date pursuant to the terms and conditions set forth herein. For the avoidance of doubt, Principal Proceeds received
during a Due Period and committed to be converted by the related Determination Date as described above shall continue to be treated
as having been received in such Due Period, notwithstanding that the settlement of the currency exchange may occur after such
Determination Date (provided that such settlement occurs no later than the Business Day immediately preceding the related Payment
Date).


 



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(c)            Payment
Account. The Borrower shall, on or prior to the Initial Funding Date, establish at the Borrower Accounts Securities Intermediary
a segregated trust account in the name “Gladwyne Funding LLC, subject to the lien of Wells Fargo Bank, National Association,
as Collateral Agent on behalf of the Secured Parties”, which shall be designated as the Payment Account, which shall be
held by the Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement. Any and all
funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent
for the benefit of the Secured Parties. Except as provided in the Priority of Payments and in this Section 6.3, the only permitted
withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the
interest on and the principal of and premium, if any, on the Loans in accordance with the provisions of this Agreement and, upon
Borrower Order to pay Administrative Expenses and other amounts specified in the Priority of Payments in accordance with the Priority
of Payments and Section 12. The Collateral Agent agrees to give the Borrower and the Administrative Agent notice as soon as practicable
under the circumstances if an Authorized Officer of the Collateral Agent obtains actual knowledge or receives written notice that
the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to
any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable
or beneficial interest in the Payment Account other than in accordance with the provisions of this Agreement and the Securities
Account Control Agreement. At all times, the Payment Account shall remain at an institution that satisfies the requirements of
Section 6.1.


 


The
Borrower or the Investment Manager on behalf of the Borrower shall direct the Collateral Agent in writing to, and upon the receipt
of such written instructions, the Collateral Agent shall, cause the transfer to the Payment Account, for application pursuant
to the Priority of Payments, on the first Business Day preceding each Payment Date, or, in the event such funds are permitted
to be available in the Interest Collection Accounts or the Borrowing Base Principal Collection Account, as the case may be, on
the Business Day preceding each Payment Date pursuant to Section 6.1 of any amounts then held in Cash in (i) the Interest Collection
Accounts and (ii) the Borrowing Base Principal Collection Account (other than Cash that the Investment Manager is permitted to
and elects to retain in such account for subsequent reinvestment in Collateral Obligations) and any Reinvestment Income on amounts
in the Borrowing Base Principal Collection Account, other than Proceeds received after the end of the Due Period with respect
to such Payment Date.


 


(d)            Margin
Account. The Borrower shall, on or prior to the Initial Funding Date, establish at the Borrower Accounts Securities Intermediary
a segregated trust account in the name “Gladwyne Funding LLC, subject to the lien of Wells Fargo Bank, National Association,
as Collateral Agent on behalf of the Secured Parties”, which shall be designated as the Margin Account, which shall be held
by the Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement, into which the Borrower
shall deposit cash in U.S. dollars from time to time as required pursuant to the Margining Agreement. Any and all funds at any
time on deposit in, or otherwise to the credit of, the Margin Account shall be held in trust by the Collateral Agent for the benefit
of the Secured Parties. The only withdrawals from the Margin Account shall be (1) if at any time any Event of Default has occurred
and is continuing, for application under the Enforcement Priority of Payments at the direction of the Requisite Lenders and (2)
if no Default or Event of Default or Collateral Deficit has occurred and is continuing or would result therefrom, for remittance
to the Equity Owner or transfer to the Borrowing Base Principal Collection Account as provided in the Margining Agreement. On
the Business Day prior to the Maturity Date, the Collateral Agent shall remit the balance on deposit in the Margin Account to
the Borrowing Base Principal Collection Account for application as Principal Proceeds. At all times, the Margin Account shall
remain at an institution that satisfies the requirements of Section 6.1.


 


6.4.          Reports
by Collateral Agent


 



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The
Collateral Agent shall make available in a timely fashion to the Borrower and the Investment Manager any information regularly
maintained by the Collateral Agent and the Collateral Administrator that the Borrower or the Investment Manager may from time
to time reasonably request with respect to the Pledged Obligations or the Borrower Accounts reasonably needed to complete the
Valuation Report and the Monthly Report or to provide any other information reasonably available to the Collateral Agent by reason
of its acting as Collateral Agent hereunder and required to be provided by Section 6.5 or to permit the Investment Manager to
perform its obligations under the Investment Management Agreement. The Collateral Agent or the Collateral Administrator shall,
in a timely fashion, forward to the Investment Manager copies of notices and other writings received by it, in its capacity as
Collateral Agent or the Collateral Administrator, as applicable, hereunder, from the Obligor or other Person with respect to any
Collateral Obligation or from any Clearing Agency with respect to any Collateral Obligation advising the holders of such obligation
of any rights that the holders might have with respect thereto (including notices of calls and redemptions thereof) as well as
all periodic financial reports received from such Obligor or other Person with respect to such obligation and Clearing Agencies
with respect to such Obligor. The Borrower and the Investment Manager shall likewise cooperate by providing in a timely fashion
to the Collateral Agent and the Collateral Administrator such information in such party’s possession as maintained or reasonably
available to it hereunder in respect of the Pledged Securities or otherwise reasonably necessary to permit the Collateral Agent
or the Collateral Administrator, as applicable, to perform its duties hereunder and, with respect to the Collateral Administrator,
under the Collateral Administration Agreement.


 


Nothing
in this Section 6.4 shall be construed to impose upon the Collateral Agent or the Collateral Administrator any duty to prepare
any report or statement required under Section 6.5 or to calculate or compute information required to be set forth in any such
report or statement other than information regularly maintained by the Collateral Agent by reason of its acting as Collateral
Agent hereunder.


 


6.5.         Accountings


 


(a)          Daily.
On each Business Day, commencing on the second Business Day following the Effective Date (including each day on which a Monthly
Report or a Valuation Report is delivered), the Borrower shall compile, or cause to be compiled, a report (the “Daily
Report”) and then provide or make available, or cause to be provided or made available, such Daily Report by electronic
mail to the Collateral Agent, the Collateral Administrator, the Administrative Agent, the Investment Manager and each Lender (as
identified by the Administrative Agent), provided that a Daily Report may be provided to any such party by posting such
Daily Report on the Collateral Agent’s website and providing access thereto to such parties. Each Daily Report shall contain
the following information and instructions with respect to the Collateral, determined as of the close of business on the immediately
preceding Business Day:


 


(i)           the
Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments then owned by the Borrower;


 


(ii)          for
each Collateral Obligation and Eligible Investment then owned by the Borrower:


 


(a)       the
owner of such Collateral Obligation or Eligible Investment; and


 


(b)       the
Principal Balance; the annual interest rate (including the basis for such rate); maturity date (including the later date if such
maturity date is extended); issuer; where such issuer is organized; and the CUSIP, LIN or other security identifier, if any, thereof;


 


(iii)         a
list of each Collateral Obligation that the Borrower has Committed to Acquire but for which the related settlement has not yet
occurred (and, for each, the purchase price to be payable by the Borrower for such Collateral Obligation) in each case as most
recently identified by the Borrower to the Collateral Administrator;


 



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(iv)           a
list of each Collateral Obligation that the Borrower has Committed to sell but for which the related settlement has not yet occurred
(and, for each, the purchase price to be received by the Borrower for such Collateral Obligation) in each case as most recently
identified by the Borrower to the Collateral Administrator;


 


(v)            the
Balance on deposit in each Borrower Account;


 


(vi)           determinations
made by the Calculation Agent hereunder with respect to the Borrowing Base (including the Excess Concentration Amount, Asset Initial
Price, Current FX Rate and Asset Amortized Amount), in each case as most recently identified by the Calculation Agent to the Borrower
and the Collateral Administrator; and


 


(vii)          the
identity of each Buffer Asset and each Collateral Obligation included in the Borrowing Base; and


 


(viii)         such
other information as the Administrative Agent, the Calculation Agent or the Requisite Lenders may reasonably request upon reasonable
advance notice regarding the Collateral;


 


(b)            Monthly.
Commencing in January, 2020, (i) in the case of a month in which there is no Payment Date, not later than the seventh Business
Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business
Day prior to such Payment Date, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”)
and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to
the Collateral Agent, the Collateral Administrator, the Administrative Agent, the Investment Manager and each Lender (as identified
by the Administrative Agent), provided that a Monthly Report may be provided to any such party by posting such Monthly
Report on the Collateral Agent’s website and providing access thereto to such parties. The Monthly Report shall contain
the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which
there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment
Date, the Determination Date for such Payment Date:


 


(i)             With
respect to the Collateral Portfolio:


 


(1)       the
Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, each in their respective Specified Currencies;


 


(2)       the
Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity
date is extended), Domicile, Specified Currency and Obligor of each Collateral Obligation and Eligible Investment;


 


(3)       the
CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;


 


(4)       an
indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and


 


(5)       whether
each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral
Obligation” pursuant to the terms hereof;


 


(ii)            the
nature, source and amount of any Proceeds in each of the Borrower Accounts (and all relevant subaccounts) including the Interest
Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of
the last Monthly Report, each in their relevant Specified Currencies;


 






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(iii)            the
number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying
the category of permitted sales under Section 8.1) and the number, identity and, if applicable, par value of Collateral acquired
by the Borrower and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent
since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding
Date);


 


(iv)           (a)
the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly
Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the date on which such Collateral Obligation
became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of
determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Funding Date), the
date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of
the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations;


 


(v)            the
purchase or sale price of each item of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Collateral
Documents, has Granted an interest to the Collateral Agent and each item of Collateral sold by the Borrower, in each case, since
the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date)
and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager;


 


(vi)           (A)
the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly
Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and (B) the Aggregate Principal Amount of
Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the
case of the first Monthly Report, since the Initial Funding Date);


 


(vii)          determinations
made by the Calculation Agent hereunder that are not otherwise included in items (i) through (vi) above, including, without limitation,
calculations with respect to the Borrowing Base, in each case as most recently identified by the Calculation Agent to the Borrower
and the Collateral Administrator; and


 


(viii)         such
other information as the Investment Manager, the Calculation Agent or the Requisite Lenders may reasonably request upon reasonable
advance notice regarding the Loans and the Collateral therefor.


 


Upon
receipt of each Monthly Report, the Investment Manager shall compare the information contained therein to the information contained
in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify
the Borrower, the Collateral Agent and the Administrative Agent if the information contained in the Monthly Report does not conform
to the information maintained by the Investment Manager in its records and detail any discrepancies. In the event that any discrepancy
exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the
discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent
accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy.
If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral
Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to
this Agreement.


 


(c)            Payment
Date Accounting. The Borrower shall compile or cause to be compiled a report (the “Valuation Report”) and
the Borrower shall then provide, or cause to be provided, such Valuation Report by facsimile, overnight courier or electronic
mail to the Administrative Agent and the Collateral Agent (who shall make such Valuation Report available to the Lenders by access
to its website or by first class mail upon written request therefor in the form of Exhibit F attached hereto) not later than one
Business Day prior to the related Payment Date (or, with respect to the Maturity Date, on the Payment Date). The Valuation Report
shall contain the following information:


 



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(i)              the
Aggregate Principal Amount of the Collateral Obligations as of the close of business on the related Determination Date, after
giving effect to (A) Proceeds received on the Collateral Obligations with respect to the related Due Period and the reinvestment
of such Proceeds in Substitute Collateral Obligations or Eligible Investments during such Due Period and (B) the release of any
Collateral Obligations during such Due Period;


 


(ii)            the
aggregate outstanding principal balance of the Loans as a Dollar figure and as a percentage of the original aggregate outstanding
principal balance of the Loan at the beginning of the Due Period, the amount of principal payments to be made on the Loans on
the next Payment Date, the amount of any overdue interest on or other amounts in respect of the Loans and the aggregate outstanding
principal balance of the Loans as a Dollar figure and as a percentage of the original aggregate outstanding principal balance,
in each case after giving effect to the principal payments, if any, for such Payment Date;


 


(iii)           the
aggregate amount of interest and other amounts payable to the Lenders for such Payment Date (in the aggregate) and the amount
of Interest Proceeds and Principal Proceeds payable to the Equity Owner (in each case determined as of the related Determination
Date);


 


(iv)           the
amount of Principal Proceeds to be applied pursuant to clause (1) of the Principal Priority of Payments (in each case determined
as of the related Determination Date);


 


(v)            the
Administrative Expenses payable for such Payment Date on an itemized basis (determined as of the related Determination Date);


 


(vi)           for
the Interest Collection Accounts:


 


(1)       the
Balance on deposit in each Interest Collection Account (and any subaccounts) at the end of the related Due Period, all in the
related Specified Currencies;


 


(2)       the
amounts payable from the Interest Collection Accounts (through a transfer to the Payment Account) pursuant to each subclause of
the Interest Priority of Payments; and


 


(3)       the
Balance remaining in each Interest Collection Account (and any subaccounts) immediately after all payments and deposits to
be made on such Payment Date (determined as of the related Determination Date), all in the related Specified
Currencies;


 


(vii)          for
the Principal Collection Accounts:


 


(1)       the
Balance on deposit in each Principal Collection Account (and any subaccounts) at the end of the related Due Period, all in the
related Specified Currencies;


 


(2)       the
amounts, if any, payable from the Borrowing Base Principal Collection Account (through a transfer to the Payment Account) as pursuant
to each subclause of the Principal Priority of Payments; and


 


(3)       the
Balance remaining in each Principal Collection Account (and any subaccounts) immediately after all payments and deposits to
be made on such Payment


 



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Date (determined as of the related Determination Date), all in the related Specified
Currencies;


 


(viii)       the
amount of unpaid interest, if any, with respect to any Loans and the Investment Management Fee (in each case determined as of
the related Determination Date);


 


(ix)            the
principal amount of Loans that have been borrowed hereunder after the Closing Date and the date of such borrowings (determined
as of the related Determination Date);


 


(x)            the
Principal Payments received during the related Due Period, all in the relevant Specified Currencies;


 


(xi)            the
Principal Proceeds received during the related Due Period, all in the relevant Specified Currencies;


 


(xii)           the
Interest Proceeds received during the related Due Period, all in the relevant Specified Currencies;


 


(xiii)         the
identity of each Collateral Obligation that became a Defaulted Obligation during the related Due Period;


 


(xiv)         the
identity of any Collateral Obligations that were released for sale or other disposition, indicating whether such Collateral Obligation
is a Defaulted Obligation, a Withholding Tax Security or an Equity Security and whether such Collateral Obligation or an Equity
Security was sold or disposed of since the last Valuation Report;


 


(xv)          such
other information as the Investment Manager, the Administrative Agent or any Lender may reasonably request upon reasonable advance
notice regarding the Loans and the Collateral therefor.


 


(d)            Payment
Date Instructions. Each Valuation Report shall constitute instructions to the Collateral Agent to withdraw on the related
Payment Date from the Payment Account and pay or transfer the amounts set forth in such report in the manner specified, and in
accordance with the priorities established, in the Priority of Payments.


 


(e)            Valuation
Report/Monthly Report/Daily Report. Notwithstanding any provision to the contrary contained in this Agreement, in the case
of a month in which there is a Payment Date, the Borrower, or the Investment Manager on behalf of the Borrower, need not compile
a separate Daily Report, Monthly Report and Valuation Report but may in lieu thereof compile a combined report that contains the
information, determined as of the Determination Date, required by paragraphs (a), (b) and (c) above in this Section 6. Such combined
report shall otherwise be subject to all of the requirements set forth in the first paragraphs of Sections 6.5(a), 6.5(b) and
6.5(c). Except as otherwise expressly stated, information in such reports as to any asset shall be in the Specified Currency of
such asset.


 


(f)             Distribution
of Reports. The Collateral Agent will make the Daily Report, the Monthly Report and the Valuation Report available via its
internet website. The Collateral Agent’s internet website shall initially be located at “www.ctslink.com‎”.
Parties that are unable to use the above distribution option are entitled to have a paper copy mailed to them via first class
mail by delivery of a written request in the form of Exhibit F attached hereto‎. The Collateral Agent shall have the right
to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to
the above parties and the Collateral Agent shall provide timely and adequate notification to all above parties regarding any such
changes. As a condition to access to the Collateral Agent’s internet website, the Collateral Agent may require registration
and the acceptance of a disclaimer. The Collateral Agent shall be entitled to rely on but shall not be responsible for the content
or accuracy of any information provided in the Daily Reports, the Monthly Reports and the Valuation Reports which the Collateral
Agent disseminates in accordance with this Agreement and may affix thereto any disclaimer it deems appropriate in its reasonable
discretion. For the avoidance of doubt, the Daily Reports, the Monthly Reports and the Valuation Reports shall be made available
to all Lenders simultaneously.


 



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(g)            ‎In
the event the Collateral Agent receives instructions to effect a securities ‎transaction as contemplated in 12 CFR 12.1, the
Borrower acknowledges that upon its written ‎request and at no additional cost, it has the right to receive notification from
the Collateral Agent after ‎the completion of such transaction as contemplated in 12 CFR 12.4(a) or (b). The Borrower agrees
‎that absent such specific request, such notifications shall not be provided by the Collateral Agent ‎hereunder, and in
lieu of such notifications, the Collateral Agent shall make available the Monthly ‎Report and Valuation Report in the manner
required by this Agreement.‎


 


(h)            Transaction
Data Room. The Borrower shall make available each Monthly Report, each Valuation Report and all Additional Reports in the
Transaction Data Room.


 


6.6.          Custodianship
and Release of Collateral


 


(a)            Subject
to Section 8, the Borrower may, by Borrower Order delivered to the Collateral Agent at least two Business Days prior to the settlement
date for any sale of a Collateral Obligation (x) in the case of Defaulted Obligations, Withholding Tax Securities, or Equity Securities,
direct the Collateral Agent to release such Collateral Obligation and, upon receipt of such Borrower Order, the Collateral Agent
shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such
Borrower Order or against receipt of the sales price therefor as set forth in such Borrower Order; provided that the Collateral
Agent may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or
(y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has
become a Defaulted Obligation (which certification shall contain a short statement of the reason for such determination), and
in each case, that the sale of such Collateral Obligation will comply with said Section 8, (ii) the sale of such Collateral Obligation
and the proposed purchase and delivery of Substitute Collateral Obligations will comply with the terms and conditions set forth
herein or (iii) the sale of such Collateral Obligation will comply with the terms and conditions set forth herein, and direct
the Collateral Agent to release such Collateral Obligation and, upon receipt of such Borrower Order, the Collateral Agent shall
deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Borrower
Order or against receipt of the sales price therefor as set forth in such Borrower Order; provided that the Collateral
Agent may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom and,
in each case, the Lien of the Collateral Agent shall automatically be released from such Collateral Obligation without further
action upon receipt of the Sale Proceeds.


 


(b)            Subject
to Section 8, the Borrower may, by Borrower Order delivered to the Collateral Agent at least two Business Days prior to the date
set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral
Obligation is being redeemed or paid in full, direct the Collateral Agent, or at the Collateral Agent’s instructions, the
Borrower Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause
it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate paying
agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case
against receipt of the redemption price or payment in full thereof and the Lien of the Collateral Agent shall automatically be
released from such Collateral Obligation without further action upon receipt of the applicable redemption or repayment amount.
If an Event of Default has occurred and is continuing at the time of such direction, the Collateral Agent, if so directed by the
Requisite Lenders, shall disregard such direction.


 


(c)            Subject
to Section 8, the Borrower may, by Borrower Order, delivered to the Collateral Agent at least two Business Days prior to the date
set for an exchange, tender or sale, certifying that a Collateral Obligation is subject to an Offer and setting forth in reasonable
detail the procedure for response to such Offer, direct the Collateral Agent or, at the Collateral Agent’s instructions,
the Borrower Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed,
or, if such security is a Collateral Obligation for which a Security Entitlement has been created in a Borrower Account, to cause
it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Borrower
Order, in each case against receipt of payment therefor and the Lien of the Collateral Agent shall automatically be released from
such Collateral Obligation without further action upon receipt of the applicable exchange tender or Sale Proceeds. If an Event
of Default has occurred and is continuing at the time of such direction, the Collateral Agent, if so directed by the Requisite
Lenders, shall disregard such direction.


 



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(d)            The
Collateral Agent shall deposit any proceeds received from the disposition of a Pledged Obligation in the relevant Principal Collection
Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously apply to the purchase of
Substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Section 6 and Section
8.


 


(e)            The
Lien of the Collateral Agent on the Collateral under the Collateral Documents shall, upon receipt of a Borrower Order at such
time as there are no Loans outstanding and all obligations of the Borrower hereunder have been satisfied (as evidenced by an Officer’s
Certificate) automatically be released.


 


6.7.          Additional
Reports


 


In
addition to the information and reports specifically required to be provided pursuant to the terms of this Agreement, the Borrower
(at its expense), or the Investment Manager on behalf of the Borrower, shall compile and the Borrower shall then provide the Lenders
(upon request of the Requisite Lenders), with all information or reports delivered to the Collateral Agent hereunder, and such
additional information as the Requisite Lenders may from time to time reasonably request and the Borrower shall reasonably determine
may be obtained and provided without unreasonable burden or expense. Such a request from a Lender (or its designee) may be submitted
directly to the Collateral Agent and then such request shall be forwarded to the Borrower for processing. Such request from a
Lender (or its designee) shall be submitted to the Collateral Agent by delivery of a written request in the form of Exhibit F
attached hereto. For the avoidance of doubt, all Additional Reports shall be made available to all Lenders simultaneously.


 


6.8.          Procedures
Relating to the Establishment of Borrower Accounts Controlled by the Collateral Agent


 


(a)            Notwithstanding
any term in this Agreement to the contrary and notwithstanding the terms of Part 5 of Article 8 of the UCC, to the extent applicable,
with respect to Collateral Obligations delivered to the Collateral Agent, any custodian acting on its behalf, or the Bank acting
as Borrower Accounts Securities Intermediary pursuant to the provisions of this Agreement, the Collateral Agent, any custodian
acting on its behalf, or the Bank acting as, Borrower Accounts Securities Intermediary shall be obligated to receive and hold
until released pursuant to the terms of this Agreement the items delivered or caused to be delivered to it by the Borrower or
the Investment Manager, and to hold the same in its custody in accordance with the terms of the Transaction Documents but shall
have no further obligation with respect to, or be obligated to take (or to determine whether there has been taken) any action
in connection with the delivery of such Collateral Obligations. Without limiting the foregoing, in no instance shall the Collateral
Agent, any such custodian or the Bank acting as Borrower Accounts Securities Intermediary be under any duty or obligation to examine
the underlying credit agreement, loan agreement, participation agreement, Agreement, trust agreement or similar instrument that
may be applicable to any Collateral Obligation in order to determine (or otherwise to determine under applicable law) whether
sufficient actions have been taken and documents delivered (including without limitation, any requisite obligor or agent bank
consents, notices or filings) in order to properly assign, transfer, or otherwise convey title to such Collateral Obligations. 





 



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In
connection with the delivery of any Collateral Obligation, the Borrower or the Investment Manager shall send to the
Collateral Agent and the Collateral Administrator a trade ticket or transmittal letter (in form and content mutually
reasonably acceptable to them), which shall, at a minimum (in addition to other appropriate information with regard to the
subject Collateral Obligation as may be mutually agreed upon between the Collateral Administrator and the Investment
Manager), (i) specify the purchase price for such Collateral Obligation, and (ii) identify the Collateral Obligation and its
material amount, payment and interest rate terms. Each of the Collateral Agent, the Collateral Administrator, any custodian
acting on its behalf and the Bank acting as Borrower Accounts Securities Intermediary shall be entitled to assume the
genuineness, validity and enforceability of each such note, certificate, instrument and agreement delivered to it in
connection with the delivery of a Collateral Obligation, and to assume that each is what it purports on its face to be, and
to assume the genuineness and due authority of all signatures appearing thereon.


 


(b)    
       Nothing in this Section 8 shall impose upon the Borrower Accounts Securities
Intermediary the duties, obligations or liabilities of the Collateral Agent; and nothing herein shall impose upon the
Collateral Agent the duties, obligations or liabilities of the Borrower Accounts Securities Intermediary.


 


SECTION
7. APPLICATION OF MONIES


 


Notwithstanding
any other provision in this Agreement, but subject to the other subsections of this Section 7 and Section 12, on each Payment
Date, the Collateral Agent (based upon the Valuation Report for such Payment Date) shall disburse amounts transferred to the Payment
Account from the Interest Collection Accounts and, to the extent permitted hereunder, from the Borrowing Base Principal Collection
Account pursuant to this Agreement as follows and for application by the Collateral Agent in accordance with the following priorities
(collectively, the “Priority of Payments”):


 


(a)            
Interest Priority of Payments. On each Payment Date (unless an Event of Default has occurred and is then continuing), Interest
Proceeds shall be applied as follows (the “Interest Priority of Payments”):


 


(1)            to
the payment of taxes of the Borrower, if any, and any governmental fee, including all filing, registration and annual return fees
payable by the Borrower;


 


(2)            to
the payment of accrued and unpaid Administrative Expenses constituting (x) fees of the Bank Parties under the Transaction Documents
and reimbursement of expenses (including indemnity payments) of the Bank Parties pursuant to the terms of this Agreement and the
other Transaction Documents and (y) fees and reimbursement of expenses (including indemnity payments) of the Collateral Administrator
under the Collateral Administration Agreement; provided that total payments pursuant to this subclause (2) shall not exceed,
on any Payment Date other than the First Payment Date, an amount equal to a percentage of the Aggregate Principal Amount of the
Collateral Portfolio equal to an annual rate of 0.02%, measured as of the beginning of the Due Period preceding such Payment Date;
and, with respect to the First Payment Date, 0.005% (not annualized) of the Aggregate Principal Amount of the Collateral Portfolio,
measured as of the beginning of the Due Period preceding such Payment Date;


 


(3)            to
the payment (in the order set forth in the definition of Administrative Expenses), of (a) first, remaining accrued and
unpaid Administrative Expenses (other than indemnity payments) of the Borrower including other amounts payable by the Borrower
to the Investment Manager under the Investment Management Agreement (excluding any Investment Management Fee), and to the Bank
Parties and the Collateral Administrator constituting Administrative Expenses (other than indemnity payments) not paid pursuant
to subclause (2) above, and (b) second, remaining accrued and unpaid Administrative Expenses of the Borrower constituting
indemnity payments; provided that such payments pursuant to this subclause (3) shall not exceed an amount equal on any
Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or,
in the case of the First Payment Date, the Closing Date) to $325,000 per annum;


 






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(4)            to
the payment of, pro rata, based on amounts due, accrued and unpaid interest, Ancillary Amounts (if any), Agent Fees and other
amounts due and payable on the Loans (in each case other than principal of the Loans);


 


(5)            if
a Borrowing Base Deficiency exists on such Payment Date, an amount equal to the Borrowing Base Deficiency (x) during the Reinvestment
Period, to the Borrowing Base Principal Collection Account (for application on subsequent dates); and (y) after the Reinvestment
Period, to the outstanding principal of the Loans and the other Obligations until the Obligations are paid in full;


 


(6)            to
the payment, first, pari passu, of any accrued and unpaid fees and expenses of the Collateral Administrator and the Bank
Parties; second, in the order set forth in the definition of Administrative Expenses, of any accrued and unpaid Administrative
Expenses of the Borrower (including, for the avoidance of doubt and without limitation, (a) indemnities and amounts payable by
the Borrower to the Bank Parties and the Collateral Administrator and (b) indemnities and amounts payable by the Borrower to the
Investment Manager under the Investment Management Agreement (other than any Investment Management Fee)), in each case to the
extent not paid pursuant to subclauses (2) and (3) above;


 


(7)            to
the payment to the Investment Manager of, first, the current Investment Management Fee in accordance with the terms of the Investment
Management Agreement and, then, any accrued and previously unpaid Investment Management Fee;


 


(8)            after
the Reinvestment Period, to the Borrowing Base Principal Collection Account (for application on subsequent dates); and


 


(9)            the
balance of Interest Proceeds to the Borrower for distribution to the Equity Owner as a dividend payment thereon or as a final
distribution in redemption thereof, as applicable.


 


 (b)           Principal Priority of Payments. On each Payment Date (unless an Event of Default has occurred and is then continuing), Principal Proceeds shall be applied as follows (the “Principal Priority of Payments”):




 


(1)            to
the payment of the amounts referred to in subclauses (1) through (5) of the Interest Priority of Payments (in the order of priority
set forth therein), but only to the extent not paid in full thereunder;


 


(2)            during
the Reinvestment Period:


 


(I)       first,
to the Acquisition of Collateral Obligations or to the Borrowing Base Principal Collection Account for investment in Eligible
Investments pending purchase of Collateral Obligations at a later date in accordance with this Agreement and the other Transaction
Documents;


 


(II)       second,
either (x) if such Payment Date is a date on which a Voluntary Prepayment is being made or (y) at the election of the Borrower,
to the payment of principal of the Loans; or


 


(III)       third,
with the express written consent of the Requisite Lenders (which Requisite Lenders may withhold in their sole and absolute discretion),
so long as no Default, Event of Default, Collateral Deficit or Borrowing Base Deficiency has occurred and is then continuing or
result therefrom, no Cause has occurred and is then continuing under the Investment Management Agreement and no Voluntary Prepayment
is then pending, to the Borrower for distribution to the Equity Owner as a dividend payment thereon;


 



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(3)            after
the Reinvestment Period, (x) on any Payment Date other than the Maturity Date, to the Borrowing Base Principal Collection Account
(for application on subsequent dates) and (y) if such Payment Date is the Maturity Date, to the payment of principal of the Loans,
until the Loans are repaid in full;


 


(4)            to
the amounts referred to in subclause (6) of the Interest Priority of Payments (in the order of priority set forth therein), but
only to the extent not paid in full thereunder;


 


(5)             to
the payment to the Investment Manager of the current Investment Management Fee in accordance with the terms of the Investment
Management Agreement and then, any accrued and previously unpaid Investment Management Fee, in each case, to the extent not paid
pursuant to the Interest Priority of Payments; and


 


(6)            the
balance of Principal Proceeds to the Borrower for distribution to the Equity Owner as a dividend payment thereon or as a final
distribution in redemption thereof, as applicable.


 


 (c)            After an Event of Default has occurred and is continuing, all Interest Proceeds, Principal Proceeds and any other available funds in the Borrower Accounts shall be applied as follows (the “Enforcement Priority of Payments”):




 


(1)             to
the payment of the amounts referred to in subclauses (1) through (3) of the Interest Priority of Payments (in the order of priority
set forth therein);


 


(2)            to
the payment (a) first, pro rata, based on amounts due, of the accrued and unpaid interest, Ancillary Amounts (if any),
Agent Fees and other amounts due and payable on the Loans (in each case other than principal of the Loans), (b) second,
of principal of the Loans, until the Loans have been paid in full, and (c) third, of the amount referred to in subclause
(6) of the Interest Priority of Payments (in the order of priority set forth therein);


 


(3)            to
the payment to the Investment Manager of the current Investment Management Fee in accordance with the terms of the Investment
Management Agreement and then, any accrued and previously unpaid Investment Management Fee; and


 


(4)            the
balance of such funds, if any, to the Borrower for distribution to the Equity Owner as a final distribution in redemption thereof,
as applicable.


 


(d)            Other
Provisions: Without limiting the foregoing:


 


(a)            Not
later than 12:00 noon, New York time, on the Business Day preceding each Payment Date, the Borrower shall, pursuant to Section
6.3, remit or cause to be remitted to the Collateral Agent for deposit in the Payment Account an amount of Cash sufficient to
pay the amounts described in the Priority of Payments required to be paid on such Payment Date.


 


(b)            If
on any Payment Date the amount available in the Payment Account from amounts received in the related Due Period is insufficient
to make the full amount of the disbursements required by the statements furnished by the Borrower pursuant to Section 6.5, the
Collateral Agent shall make the disbursements called for in the order and according to the priority set forth in the Priority
of Payments, subject to Section 12 of this Agreement, to the extent funds are available therefor.


 


(c)            Notwithstanding
anything to the contrary contained herein, Interest Proceeds may be applied to the payment of Administrative Expenses of the Borrower
on days other than Payment Dates; provided that (1) in any Due Period such payments shall not exceed an amount equal on
any Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date
or, in the case of the First Payment Date, the Effective Date) to $325,000 per annum; (2) such payments do not exceed the amounts
permitted to be paid on the related Payment Date pursuant to clause (3) of the Interest Priority of Payments; and (3) sufficient
Interest Proceeds have theretofore been received to cover such payments.


 



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(d)            If
the Borrower does not have a sufficient amount of funds in USD on deposit in the applicable Borrower Accounts that will be needed
(1) to pay to the Lenders all of the amounts required to be paid on such Payment Date and/or (2) to pay any Administrative Expenses
or other amounts required to be paid on such Payment Date (a “Currency Shortfall”), then, so long as no Default
or Event of Default shall have occurred and be continuing, the Borrower shall convert (or shall direct the Collateral Agent to
convert) amounts held in the Borrower Accounts in other Specified Currencies into USD in an amount necessary to cure such Currency
Shortfall. Each such conversion shall occur no later than one Business Day prior to such Payment Date and shall be made at the
relevant Collateral Agent Exchange Rate for such Specified Currency on such date. If for any reason the Borrower shall have failed
to effect any such currency conversion by the Business Day prior to such Payment Date, then the Administrative Agent shall be
entitled to effect such currency conversions on behalf of the Borrower.


 


(e)            Notwithstanding
any other provision of this Agreement, including the other subsections of this Section 7, the Borrower, at the option of the Equity
Owner, may, with the express written consent of the Requisite Lenders (which Requisite Lenders may withhold in their sole and
absolute discretion), direct the Collateral Agent to make a cash distribution from Interest Proceeds to the Equity Owner on any
Business Day but only if, and only to the extent that, after giving effect to such cash distribution: (1) the Borrower will be
able to satisfy all payments requirements under the Priority of Payments required of it on the next Payment Date as evidenced
by an Officer’s Certificate of the Borrower or the Investment Manager on behalf of the Borrower, provided to the Collateral
Agent and the Administrative Agent upon which the Collateral Agent and the Administrative Agent shall be entitled to fully rely
with no liability therefor, (2) no Default, Event of Default, Collateral Deficit or Borrowing Base Deficiency has occurred and
is then continuing or result therefrom, (3) no Cause has occurred and is then continuing under the Investment Management Agreement
and (4) no Voluntary Prepayment is then pending.


 


SECTION
8. SALE OF COLLATERAL OBLIGATIONS; SUBSTITUTION


 


8.1.           Sales
of Collateral Obligations


 


(a)            Discretionary
Sales. For so long as no Event of Default has occurred and is continuing, the Investment Manager may direct the Collateral
Agent, on behalf of the Borrower, in writing to sell, and the Collateral Agent shall sell, in the manner directed by the Investment
Manager any Collateral Obligation at any time, in accordance with, and subject to, any applicable limitations on amounts and other
requirements set forth herein (it being understood that the foregoing limitation shall not apply to any optional or mandatory
substitutions or repurchases effected by FS Energy and Power Fund pursuant to clause (b) below and the Sale and Contribution Agreement);
provided that either:


 


(1)            the
related Sale Proceeds are equal to or in excess of the Borrowing Base Value for such Collateral Obligation and (x) no Borrowing
Base Deficiency has occurred and is then continuing or result therefrom or (y) if any Borrowing Base Deficiency has occurred and
is then continuing, such Borrowing Base Deficiency shall be maintained at the current level or improved; or


 


(2)            the
Administrative Agent has consented thereto (in its sole and absolute discretion).


 


(b)            Limit
on Affiliate Sales. Notwithstanding the foregoing, the Aggregate Principal Amount of all Collateral Obligations (other than
Warranty Transferred Assets and Buffer Assets) sold pursuant hereto to the Equity Owner or an Affiliate thereof or released to
the Equity Owner pursuant to a dividend by the Borrower shall not in aggregate exceed 20% of the Net Purchased Loan Balance measured
as of the date of such sale or dividend; provided that the Aggregate Principal Amount of all Defaulted Obligations (other
than Warranty Transferred Assets) sold pursuant to clause (a) above to the Equity Owner or an Affiliate thereof or released to
the Equity Owner pursuant to a dividend by the Borrower shall not in any twelve-month period exceed 10% of the Net Purchased Loan
Balance measured as of the date of such sale or dividend.


 



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(c)            Application
of Sale Proceeds. During the Reinvestment Period, (x) all Sale Proceeds received in respect of all Collateral Obligations
(other than Buffer Assets) shall be applied to purchase additional Collateral Obligations in accordance with this Section 8 or
to purchase Eligible Investments in accordance with the terms and conditions set forth in the Transaction Documents, or shall
be applied in accordance with the Priority of Payments applicable thereto on the next succeeding Payment Date and (y) all Sale
Proceeds received in respect of all Buffer Assets may be applied to purchase additional Collateral Obligations in accordance with
this Section 8 or to purchase Eligible Investments in accordance with the terms and conditions set forth in the Transaction Documents,
or may be released from the Buffer Asset Principal Collection Account in accordance with Section 6. After the Reinvestment Period,
no Principal Proceeds may be reinvested in Collateral Obligations at any time.


 


(d)            Sales
of Eligible Investments. Except as otherwise expressly provided herein, none of the Borrower or the Investment Manager may
at any time sell (or direct the Collateral Agent to sell) or permit the sale of any Eligible Investment prior to its maturity
date if the Borrower or the Investment Manager, as the case may be, determines that such Eligible Investment will sell at a price
that is below the par value of such Eligible Investment.


 


(e)            Collateral
Acquisition and Disposition Terms. Any transaction involving the purchase or sale of Collateral effected under this Agreement
shall be conducted on terms no less favorable to the Borrower than terms prevailing in the market. All sales of Collateral Obligations
or any portion thereof pursuant to this Section 8 shall be for Cash on a non-recourse basis to the Borrower.


 


(f)             Sales
Prior to Stated Maturity. On or prior to the date that is two Business Days prior to the scheduled Maturity Date, but no earlier
than the date that is 90 Business Days prior to the scheduled Maturity Date, the Investment Manager shall direct the Collateral
Agent in writing to sell, and the Collateral Agent shall sell, all Collateral Obligations and other securities to the extent necessary
such that no Collateral Obligations or other securities will be expected to be held by the Borrower on or after such date, and
the Collateral Agent shall sell such Collateral Obligations and such other securities in accordance with the direction of the
Investment Manager. The settlement dates for any such sales of Collateral Obligations and other securities shall be no later than
two Business Days prior to the scheduled Maturity Date.


 


(g)            Reinvestment
in Collateral Obligations. Whenever the Investment Manager is required to use commercially reasonable efforts to direct the
reinvestment of Sale Proceeds on behalf of the Borrower under this Section 8, such reinvestment shall be subject to market conditions
and the availability and suitability of available investments.


 


(h)            Sales
following Events of Default, Etc. Following the occurrence and continuation of an Event of Default or the occurrence and continuation
of Cause under the Investment Management Agreement (and after the application of any cure or grace periods), the Investment Manager
shall (1) obtain the written consent of the Requisite Lenders before acting on behalf of, or otherwise directing, the Borrower,
the Collateral Agent or any other person in connection with a sale of Collateral Obligations pursuant to any provision of this
Agreement and (2) comply with the written direction of the Requisite Lenders to sell, transfer, lease, license, pledge, make any
agreement with respect to or otherwise deal with any of the Collateral on behalf of the Borrower.


 


8.2.           Trading
Restrictions


 






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(a)            In
connection with the purchase of a Collateral Obligation and prior to entering into a commitment to purchase such Collateral Obligation,
the Borrower, or the Investment Manager on behalf of the Borrower, shall comply with the following procedure:


 


(1)            each
proposed purchase of a Collateral Obligation shall be submitted in writing for approval to the Lenders, which submission shall
be in substantially the form of Exhibit D-1, and each such submission shall:


 


(x)       certify
that such Collateral Obligation will upon its Acquisition satisfy each of the elements in the definition of such term, satisfies
each of the Collateral Obligation Criteria and satisfies each of the Collateral Portfolio Requirements; or


 


(y)       identify
each element in the definition of “Collateral Obligation” or in the “Collateral Obligation Criteria” that
is not met (with a description in reasonable detail of each such deviation) and each of the Collateral Portfolio Requirements
that would not be met after giving effect to such Acquisition;


 


(2)            the
Borrower and the Administrative Agent shall, in good faith, collectively designate each proposed Collateral Obligation as a “Private
Collateral Obligation” or a “Non-Private Collateral Obligation”;


 


(3)            the
Borrower (or the Investment Manager on behalf of the Borrower) may designate such Collateral Obligation as a “Buffer Asset”;
provided that (x) such Collateral Obligation satisfies all requirements in the definition of “Buffer Asset,”
(y) after giving effect thereto, the aggregate Initial Buffer Asset Values of all Buffer Assets (excluding any Second Lien Buffer
Excess Amount thereof) does not exceed the Buffer Asset Cap and (z) the Administrative Agent has approved such Collateral Obligation
as a “Buffer Asset” in its sole and absolute discretion;


 


(4)            the
Requisite Lenders shall have the right to request (and upon receipt of such request, the Investment Manager shall promptly provide)
the following information with respect to the Collateral Obligation identified for purchase: (x) the Reference Instrument (including
the collateral and security documents) relating to such Collateral Obligation; (y) any appraisal or valuation reports conducted
by third parties; and (z) any other information customary and typical in performing a detailed credit analysis and as reasonably
requested by the Requisite Lenders, including (without limitation) corporate organization charts of the Obligors (to the extent
available to the Investment Manager) and information concerning the relationship of such Obligor to the Borrower and the Investment
Manager and their respective Affiliates (collectively, the “Diligence Information”); and


 


(5)            upon
receipt of the request for approval and all Diligence Information, the Administrative Agent shall, within five Business Days,
either:


 


(x)
approve the Acquisition of such Collateral Obligation (which approval shall be given in substantially the form of Exhibit D-2)
and, in connection with such approval, determine the Market Value, Assigned Price, Advance Rate and Initial FX Rate for such Collateral
Obligation as of the approval date and specify whether such Collateral Obligation is a First Lien Loan Obligation, Second Lien
Loan Obligation, First Lien Bond, Second Lien Bond (or another category of Loan Obligation, Bond or other asset), Midstream Collateral
Obligation or Equity Interest, or (y) reject the purchase of such Collateral Obligation (any such rejected Acquisition, a “Rejected
Acquisition”).


 


The
Lenders will be deemed to have waived any of the requirements in the definition of “Collateral Obligation”, any of
the requirements in the Collateral Obligation Criteria, and any deviation from the Collateral Portfolio Requirements or the Buffer
Asset Portfolio Requirement not otherwise permitted under the Transaction Documents (each, a “Portfolio Waiver”)
if (and only if) (1) each such deviation or non-compliance is expressly disclosed to the Lenders in writing pursuant to Section
8.2(a)(1)(x) and (y) after receipt of such writing, the Specified Lender Parties have expressly consented in writing to the Acquisition
of such Collateral Obligation hereunder. For the avoidance of doubt, no Collateral Obligations shall be Acquired by the Borrower
unless consent of the Specified Lender Parties (in their sole and absolute discretion) has been obtained therefor.


 



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For
the avoidance of doubt, Buffer Assets shall not be included in the calculation of the Borrowing Base; provided, however,
that, upon the request of the Borrower and with the written consent of the Requisite Lenders in their sole and absolute discretion,
a Buffer Asset may be included in the Borrowing Base; provided, further, that any such asset shall no longer constitute
a “Buffer Asset” unless the Requisite Lenders subsequently approve such asset as a “Buffer Asset” (in
which case, for the avoidance of doubt, such asset shall no longer be included in the calculation of the Borrowing Base as of
the date of such approval).


 


(b)            In
connection with the Borrower’s holding of a Collateral Obligation and for as long as such Collateral Obligation remains
part of the Collateral Portfolio, the Borrower, or the Investment Manager on behalf of the Borrower, shall use commercially reasonable
efforts to provide upon request, as soon as practically available, upon request of Requisite Lenders the Diligence Information
referred to in subclause (a)(3) above.


 


(c)            Notwithstanding
anything to the contrary herein, for the avoidance of doubt, there shall be no reinvestment in any Collateral Obligations after
the end of the Reinvestment Period.


 


(d)            Notwithstanding
anything to the contrary herein, the Borrower will not at any time commit to purchase any Collateral Obligation unless at the
time of such commitment:


 


(1)
           the Borrower, in its commercially reasonable judgment, believes there is or will be
an amount of funds on deposit in the relevant Principal Collection Account in the relevant Specified Currencies that is equal
to or greater than the full amount required by the Borrower to purchase such Collateral Obligation (and all other Collateral Obligations
that the Borrower has committed to purchase but that have not yet settled); and


 


(2)            no
Borrowing Base Deficiency then exists or would result therefrom.


 


8.3.          Affiliate
Transactions


 


The
Borrower will not have the right or ability to sell to an Affiliate any Collateral Obligation acquired from an Affiliate except
for (a) Defaulted Obligations, (b) required repurchase obligations or other permitted transactions pursuant to clause (b) of Section
2 above and the Sale and Contribution Agreement (such repurchase, “Permitted Repurchases”), or (c) sales to
Affiliates conducted on terms and conditions consistent with those of an arm’s length transaction at fair market value so
long as the Investment Manager obtains bid prices from at least two nationally recognized dealers (unaffiliated with the Investment
Manager or its affiliates) for such Collateral Obligation. The Borrower will not have the right or ability to purchase Collateral
Obligations from any Affiliate except for purchases from Affiliates conducted on terms and conditions consistent with those of
an arm’s length transaction at fair market value.


 


8.4.          Purchase
and Delivery of Collateral Obligations


 


(a)             Investment
in Collateral Obligations. The Investment Manager on behalf of the Borrower shall seek to invest all amounts on deposit from
time to time in the Principal Collection Accounts in Collateral Obligations in accordance with the provisions hereof. Subject
to the provisions of this Section 8.4, all or any portion of such amounts may be applied prior to the end of the Reinvestment
Period to purchase a Collateral Obligation or one or more Eligible Investments for inclusion in the Collateral upon (i) in the
case of a purchase of a Collateral Obligation, compliance with the conditions to purchase such Collateral Obligation in Section
8.2 and (ii) receipt by the Collateral Agent of a Borrower Order with respect thereto directing the Collateral Agent to pay out
the amount specified therein against delivery of the Collateral Obligations or Eligible Investments specified therein.


 



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(b)            Investment
in Eligible Investments. Any amounts on deposit from time to time in the Principal Collection Accounts that are not invested
in Collateral Obligations at 3:00 p.m., New York City time, on any Business Day during the Reinvestment Period shall, on the next
succeeding Business Day or as soon as practicable thereafter, be invested in Eligible Investments as directed by the Investment
Manager in writing (which may be in the form of standing instructions).


 


(c)            Schedule
of Collateral Obligations. The Borrower shall cause to be delivered to the Collateral Agent, the Collateral Administrator,
the Administrative Agent and the Lenders, as promptly as practicable on or after each Credit Date, either an amended Schedule
of Collateral Obligations or a list of Collateral Obligations setting forth all Collateral Obligations acquired by the Borrower
and Granted to the Collateral Agent pursuant to this Agreement and the other Transaction Documents through such Credit Date, which
schedule or list shall supersede any prior Schedule of Collateral Obligations delivered hereunder, and which schedule or list
shall include all Collateral Obligations held as of such Credit Date.


 


SECTION
9. EVENTS OF DEFAULT


 


If
any one or more of the following conditions or events shall occur (each, an “Event of Default”):


 


(a)            Failure
to Make Payments When Due. Failure by the Borrower to pay:


 


(1)       any
principal of any Loan at the Maturity Date or upon the acceleration thereof; or


 


(2)       any
interest on any Loan, any Ancillary Amount, any Agent Fees or any fee or any other amount due hereunder within five Business Days
after the date due (or, in the case of a default in payment resulting solely from an administrative error or omission by the Collateral
Agent, such default continues for a period of seven or more Business Days after the Collateral Agent receives written notice of
or a Trust Officer has actual knowledge of such administrative error or omission); or


 


(3)       the
failure on any Payment Date to disburse amounts available in the Payment Account in excess of $1,000 in accordance with the Priority
of Payments and, in the case of this clause (3), continuation of such failure for a period of ten Business Days (provided
that, if such failure results solely from an administrative error or omission by the Collateral Agent, such default continues
for a period of ten or more Business Days after the Collateral Agent receives written notice of or a Trust Officer has actual
knowledge of such administrative error or omission);


 


(b)            Breach
of Certain Covenants.


 


(1)          Failure
of the Borrower:


 


(A)       to
perform or comply with any term or condition contained in Section 2.3; in Section 5.3, Section 5.7(a), Section 5.8, Section 5.9
or Section 8; or


 


(B)       to
perform or comply with Section 2(a) or Section 2(d) of the Margining Agreement; or


 


(2)
          Failure of the Limited Guarantor to comply with Section 3.4 of the Limited Guaranty;
or


 






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(c)            Breach
of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by any Credit
Party in any Transaction Document or in any statement or certificate at any time given by any Credit Party in writing pursuant
hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed
made (for the avoidance of doubt, the foregoing shall not apply in the case of a breach of any representation or warranty made
with respect to a Transferred Asset such that the applicable Transferred Asset is deemed to be a Warranty Transferred Asset);
or


 


(d)            Other
Defaults Under Transaction Documents. Any Credit Party shall default in the performance of or compliance with any term contained
herein or any of the other Transaction Documents, other than any such term referred to in any other paragraph of this Section
9, and such default shall not have been remedied or waived within 30 days after the earlier of (1) an officer of such Credit Party
becoming aware of such default or (2) receipt by the Borrower of notice from the Administrative Agent or any Lender of such default;
or


 


(e)            Involuntary
Bankruptcy; Appointment of Receiver, Etc. (1) A court of competent jurisdiction shall enter a decree or order for relief in
respect of any Credit Party in an involuntary case under any Debtor Relief Laws now or hereafter in effect, which decree or order
is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (2) an involuntary case
shall be commenced against any Credit Party under any Debtor Relief Laws now or hereafter in effect; or a decree or order of a
court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other
officer having similar powers over any Credit Party, or over all or a substantial part of its property, shall have been entered;
or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of any Credit Party
for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued
against any substantial part of the property of any Credit Party, and any such event described in this clause (e) shall continue
for 60 days without having been dismissed, bonded or discharged; or


 


(f)             Voluntary
Bankruptcy; Appointment of Receiver, Etc. (1) Any Credit Party shall have an order for relief entered with respect to it or
shall commence a voluntary case under any Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order
for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall
consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of
its property; or any Credit Party shall make any assignment for the benefit of creditors; or (2) any Credit Party shall be unable,
or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors
(or similar governing body) of any Credit Party (or any committee thereof) shall adopt any resolution or otherwise authorize any
action to approve any of the actions referred to herein or in clause (e) above; or


 


(g)            Dissolution.
Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party
and such order shall remain undischarged or unstayed for a period in excess of 60 days; or


 


(h)            Transaction
Documents. At any time after the execution and delivery thereof, (1) any Transaction Document ceases to be in full force and
effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in
full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or the Collateral Agent shall
not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Transaction Documents
with the priority required by the relevant Transaction Document, in each case for any reason other than the failure of the Collateral
Agent or any other Secured Party to take any action within its control; or (2) any Credit Party shall contest the validity or
enforceability of any Transaction Document in writing or deny in writing that it has any further liability, including with respect
to future advances by Lenders, under any Transaction Document to which it is a party or shall contest the validity or perfection
of any Lien in any Collateral purported to be covered by the Transaction Documents; or


 



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(i)              Investment
Company. Any Credit Party or the portfolio of Collateral becomes an “Investment Company” required to be registered
under the Investment Company Act and such status continues unremedied for 45 days; or


 


(j)             ERISA.
Any Credit Party establishes any Pension Plan or Multiemployer Plan; or


 


(k)             Delivery
of Specified Information. The Borrower fails to comply with any obligation to deliver Specified Information within the time
specified in Schedule A; or


 


(l)             Change
of Control. Failure of the Equity Owner at any time to hold, directly, 100% of the issued and outstanding equity interests
of the Borrower; or


 


(m)           Modification
of Organizational Documents. The limited liability company agreement or any other organizational document of the Borrower
(collectively, for purposes of this clause (m), the “Organizational Documents”), or any provision thereof,
shall be amended, modified, changed, waived, terminated, cease to be effective or cease to be the legally valid, binding and enforceable
obligation, if the effect of such amendment, modification, change, termination or other action would have a material adverse effect
on (1) the ability of the Borrower to perform its obligations under this Agreement or any other Transaction Document or (2) the
validity or enforceability of this Agreement or any other Transaction Document against the Borrower by the Secured Parties or
the rights and remedies of the Secured Parties against the Borrower hereunder or under the other Transaction Documents; or


 


(n)            Default
or Breach Under Organizational Documents. The Borrower shall default or breach of any provision under any Organizational Document,
if the effect of such default or breach, would have a material adverse effect on (1) the ability of the Borrower to perform its
obligations under this Agreement or any other Transaction Document or (2) the validity or enforceability of this Agreement or
any other Transaction Document against the Borrower by the Secured Parties or the rights and remedies of the Secured Parties against
the Borrower hereunder or under the other Transaction Documents; or


 


(o)            Defaulted
Asset Sale Failure. The occurrence of a Defaulted Asset Sale Failure; or


 


(p)            Change
of Investment Manager. Franklin Square Holdings, L.P. and EIG Asset Management, LLC shall collectively fail to own a majority
of the Equity Interests in the investment advisor to the Investment Manager.


 


THEN,
(1) upon the occurrence of any Event of Default described in Section 9 (e) or 9(f), automatically, and (2) upon the occurrence
and during the continuance of any other Event of Default, at the request of (or with the consent of) the Requisite Lenders, upon
notice to the Borrower by the Administrative Agent, each of the following shall immediately become due and payable, in each case
without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit
Party:


 


(A)           the
unpaid principal amount of and accrued interest and premium on the Loans, and


 


(B)            all
other Obligations,


 


and
the Administrative Agent or the Requisite Lenders may cause the Collateral Agent to enforce any and all Liens and security interests
created pursuant to Transaction Documents.


 






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SECTION
10. THE AGENTS


 


10.1.       Appointment
of Agents.


 


(a)            Goldman
Sachs is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Goldman Sachs to act as Syndication Agent
in accordance with the terms hereof and the other Transaction Documents. The Syndication Agent, without consent of or notice to
any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Effective
Date, Goldman Sachs, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits
of this Section 10. The Syndication Agent may resign from such role at any time, with immediate effect, by giving prior written
notice thereof to the Administrative Agent and the Borrower. 


 


(b)            Goldman
Sachs is hereby appointed the Administrative Agent hereunder and under the other Transaction Documents and each Lender hereby
authorizes Goldman Sachs to act as the Administrative Agent in accordance with the terms hereof and the other Transaction Documents.


 


(c)            Wells
Fargo is hereby appointed the Collateral Agent hereunder and under the other Transaction Documents to which the Collateral Agent
is a party, and each Lender hereby authorizes it to act as Collateral Agent in accordance with the terms hereof and thereof. Wells
Fargo is hereby appointed the Collateral Administrator hereunder and under the other Transaction Documents to which the Collateral
Administrator is a party, and each Lender hereby authorizes it to act as Collateral Administrator in accordance with the terms
hereof and thereof.


 


(d)       Goldman
Sachs is hereby appointed the Administrative Agent hereunder and under the other Transaction Documents and each Lender hereby
authorizes Goldman Sachs to act as the Administrative Agent in accordance with the terms hereof and the other Transaction Documents.


 


(e)       Each
Agent hereby agrees to act in its capacity as such upon the express provisions contained herein and the other Transaction Documents
to which it is a party, as applicable. The provisions of this Section 10 are solely for the benefit of Agents and the Lenders
and no Credit Party shall have any rights as a third party beneficiary of any of the provisions of this Section 10. In performing
its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed
to have assumed any obligation towards or relationship of agency or trust with or for any Credit Party. No implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into any Transaction Document or otherwise exist
against any Agent. It is understood and agreed that the use of the term “agent” herein or in any Transaction Documents
(or any other similar term) with reference to the Administrative Agent, the Collateral Agent, the Collateral Administrator or
the Borrower Accounts Securities Intermediary is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to
create or reflect only an administrative relationship between contracting parties. The permissive authorizations, entitlements,
powers and rights granted to the Agents in the Transaction Documents shall not be construed as duties.


 


10.2.       Powers
and Duties.


 


Each
Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights
and remedies hereunder and under the other Transaction Documents to which it is a party as are specifically delegated or granted
to such Agent by the terms hereof and thereof, together (in the case of the Agents other than the Collateral Agent, the Collateral
Administrator and the Borrower Accounts Securities Intermediary) with such powers, rights and remedies as are reasonably incidental
thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Transaction
Documents to which it is a party, and each Agent shall not be liable except for the performance of such duties and responsibilities
as are express specified herein and therein. Each Agent may exercise such powers, rights and remedies and perform such duties
by or through its agents or employees, and no Agent shall be responsible for any misconduct or gross negligence on the part of
any such agent or employee appointed by it with due care. No Agent shall have, by reason hereof or any of the other Transaction
Documents, a fiduciary relationship in respect of any Lender or any other Person; and nothing herein or any of the other Transaction
Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect
hereof or any of the other Transaction Documents except as expressly set forth herein or therein.


 



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The
Agents shall not be liable for any action taken or not taken by them (1) with the consent of or at the request or direction of
the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe
in good faith shall be necessary, to give such request or direction hereunder), or, solely with respect to the Collateral Agent
or the Collateral Administrator with the consent of or at the direction of the Administrative Agent or, to the extent expressly
permitted hereunder, the Borrower (or the Investment Manager on behalf of the Borrower) or (2) in the absence of their own gross
negligence or willful misconduct as determined by a court of competent jurisdiction by a final non-appealable judgment.


 


The
Lenders hereby direct each of the Agents, as applicable, to execute and deliver the Transaction Documents to which they are a
party, respectively, on or prior to the Effective Date and to execute and deliver additional Transaction Documents and Escrowed
Assignment Agreement Documents from time to time (upon written direction by the Requisite Lenders). It is hereby expressly acknowledged
and agreed that, in taking any of the foregoing actions, the Agents are not responsible for the terms or contents of such agreements,
or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated
therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Transaction Documents, the Agents
each shall have all of the rights, immunities, indemnities and other protections granted to them under this Agreement (in addition
to those that may be granted to them under the terms of such other agreement or agreements).


 


Concurrently
herewith, the Administrative Agent directs the Collateral Agent and the ‎Collateral Agent is authorized to enter into the
Securities Account Control Agreement, the Existing ‎Account Control Agreement, the Pledge and Security Agreement and that
certain Appointment, Assignment and Assumption Agreement, dated as of the Effective Date, and to acknowledge the Limited Guaranty.
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 Securities Account Control Agreement
or ‎the Existing Account Control Agreement, the Pledge and Security Agreement and that certain Appointment, Assignment and
Assumption Agreement and the Limited Guaranty, dated as of the Effective Date in such capacity.


 


10.3.       General
Immunity.


 


(a)            No
Agent shall be responsible to any Person for the execution, effectiveness, genuineness, validity, enforceability, collectability
or sufficiency hereof or any other Transaction Document or for any representations, warranties, recitals or statements made herein
or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates
or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any
Lender in connection with the Transaction Documents and the transactions contemplated thereby or for the financial condition or
business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required
to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements
contained in any of the Transaction Documents or as to the use of the proceeds of the Loans or as to the existence or possible
existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein
to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount
of outstanding Loans or the component amounts thereof.


 





 



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(b)            No
Agent nor any of its officers, partners, directors, employees or agents shall be liable for any action taken or omitted
by any Agent under or in connection with any of the Transaction Documents except to the extent caused by such
Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of
competent jurisdiction. Each Agent shall be entitled to refrain from any act or the taking of any action (including the
failure to take an action) in connection herewith or any of the other Transaction Documents or from the exercise of any
power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received
instructions in respect thereof from the Requisite Lenders (or such other Lenders as may be required to give such
instructions hereunder) or, solely with respect to the Collateral Agent or the Collateral Administrator instructions in
respect thereof from the Administrative Agent or, to the extent expressly permitted hereunder, the Borrower (or the
Investment Manager on behalf of the Borrower) and, upon receipt of such instructions from the Requisite Lenders (or such
other Lenders, as the case may be) or the Administrative Agent or, to the extent expressly permitted hereunder, the Borrower
(or the Investment Manager on behalf of the Borrower), such Agent shall be entitled to act or (where so instructed) refrain
from acting, or to exercise such power, discretion or authority, in accordance with such instructions, including for the
avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be in violation of any
applicable law (including, without limitation, the automatic stay under any Debtor Relief Law). Without prejudice to the
generality of the foregoing, (1) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any
resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement,
communication, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely
and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for such Agent or any Credit
Party), accountants, experts and other professional advisors selected by it; and (2) no Lender shall have any right of action
whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or
any of the other Transaction Documents in accordance with the instructions of the Requisite Lenders (or such other Lenders as
may be required to give such instructions hereunder) or the Administrative Agent or, to the extent expressly permitted
hereunder, the Borrower (or the Investment Manager on behalf of the Borrower).


 


(c)            Each
Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Transaction
Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and
all of its duties and exercise its rights and powers by or through their respective Affiliates (each also a “sub-agent”).
The exculpatory, indemnification and other provisions of this Section 10 shall apply to any Affiliates, receivers, delegates or
sub-agents of the Agents and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein (in the case of the Syndication Agent) as well as any other activities as the Agents. All of the rights, benefits,
and privileges (including the exculpatory and indemnification provisions) of this Section 10 shall apply to any such sub-agent,
receiver or delegate and to the Affiliates of any such sub-agent, receiver or delegate, and shall apply to their respective activities
as sub-agent, receiver or delegate as if such sub-agent, receiver or delegate and its respective Affiliates were named herein.
Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Agents and each receiver and
delegate, (1) such sub-agent, receiver or delegate shall be a third party beneficiary under this Agreement with respect to all
such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights
and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against
any or all of Credit Parties and the Lenders, (2) such rights, benefits and privileges (including exculpatory rights and rights
to indemnification) shall not be modified or amended without the consent of such sub-agent, receiver or delegate, and (3) such
sub-agent, receiver or delegate shall only have obligations to the respective Agent and not to any Credit Party, Lender or any
other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary
or otherwise, against such sub-agent, receiver or delegate. The Agents shall not be responsible for the conduct of such sub-agents,
receivers, delegates or attorneys appointed by them with due care.


 






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(d)           No
Agent shall be deemed to have knowledge of any Collateral Deficit, Borrowing Base Deficiency, Default, Event of Default, Prospective
Make-Whole Event, Zero Value Event or Make-Whole Event unless and until written notice describing such circumstance or event is
received by an Authorized Officer of such Agent by the Borrower or a Lender and states that it is a notice of such circumstance
or event. In the absence of receipt of such notice, each Agent may conclusively assume that there is no Collateral Deficit, Borrowing
Base Deficiency, Default, Event of Default, Prospective Make-Whole Event, Zero Value Event or Make-Whole Event. Upon receipt of
any such notice, the relevant Agent shall have no duty or obligation in connection therewith unless and until directed by the
Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in
good faith shall be necessary, to give such direction hereunder) or, with respect to directions to the Collateral Agent or the
Collateral Administrator, the Administrative Agent. No Agent shall have any duty to take any action to determine whether any such
circumstance or event has occurred. Except as expressly provided herein, delivery of reports, documents and other information
to any Agent is for informational purposes only and such Agent’s receipt of the foregoing shall not constitute constructive
knowledge of any event or circumstance or any information contained therein or determinable from information contained therein
or any other related document. Except with respect to written notices of Defaults and Events of Default of which an Authorized
Officer of the applicable Agent has actual knowledge, information contained in notices, reports or other documents delivered to
such Agent and other publicly available information shall not constitute actual or constructive knowledge. In the absence of receipt
of such notice or actual knowledge, the applicable Agent may conclusively assume that there is no Default or Event of Default.
Knowledge of notices or other documents delivered to any Agent in any capacity shall not constitute knowledge of or delivery to
(1) such Agent in any other capacity under the Transaction Documents or to any Affiliate or other division of such Agent or (2)
any other Agent.


 


(e)            The
powers conferred on the Collateral Agent under the Transaction Documents are solely to protect the Secured Parties’ interests
in the Collateral, shall not impose any duty upon the Collateral Agent to exercise any such powers and are subject to the provisions
of this Agreement. Neither the Collateral Agent nor the Collateral Administrator nor any of their respective officers, directors,
employees or agents shall be responsible for any act or failure to act, except for gross negligence or willful misconduct, as
determined by a final, non-appealable judgment of a court of competent jurisdiction. Neither the Collateral Agent nor the Collateral
Administrator shall have any responsibility for taking any necessary steps to protect, preserve or exercise rights against any
Person with respect to any of the Collateral (except to the extent expressly required in this Agreement and the other Transaction
Documents to which it is a party) and (in the case of the Collateral Agent) shall be relieved of all responsibility for the Collateral
upon surrendering it to the Borrower in accordance with the terms and conditions set forth herein and in the other Transaction
Documents.


 


(f)            Notwithstanding
any provision of this Agreement or the other Transaction Documents to the contrary, before taking or omitting any action to be
taken or omitted by an Agent under the terms of this Agreement and the other Transaction Documents, such Agent may seek the written
direction of the Requisite Lenders or, solely with respect to direction to a Bank Party, the Administrative Agent or, to the extent
expressly permitted hereunder, the Borrower (or the Investment Manager on behalf of the Borrower) (which written direction, in
each case, may be in the form of an e-mail), and such Agent shall be entitled to rely (and shall be fully protected in so relying)
upon such direction. The Agents shall not be liable with respect to any action taken or omitted to be taken by it in accordance
with such direction. In absence of such direction with respect to any action or inaction, such Agent shall be entitled to refrain
from such action unless and until such Agent shall have received such direction, and such Agent shall not incur liability to any
Person by reason of so refraining. In the absence of an express statement in the Transaction Documents regarding which Lender
shall direct in any circumstance, the direction of the Requisite Lenders shall apply and be sufficient for all purposes. Any provision
of this Agreement or the other Transaction Documents authorizing any Agent to take any action shall not obligate such Agent to
take such action.


 


(g)            No
Agent shall have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned
by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to
the Collateral Agent herein or pursuant to the Transaction Documents have been properly or sufficiently or lawfully created, perfected,
protected, or enforced, or are entitled to any particular priority. No Agent shall be responsible for or have a duty to ascertain
or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence,
priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection
therewith, nor shall any Agent be responsible or liable for any failure to monitor or maintain any portion of the Collateral or
to protect against any diminution in value of the Collateral.


 



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(h)            No
Agent shall be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Transaction Document (including, for the avoidance of doubt, the acts or omissions
of the Borrower, the Investment ‎Manager, any Lender, any other Agent, or the Sole Lead Arranger)‎, or to inspect the
properties, books or records of the Borrower, any Affiliate thereof or any other Person. Without limiting the generality of the
foregoing, in no event shall any Agent have any responsibility or liability with respect to any instrument, certificate or report
furnished pursuant to the Transaction Documents, or with respect to any calculations not expressly to be determined by such Agent.


 


(i)             No
Agent shall ever be required to use, risk or advance its own funds or otherwise incur financial liability in the performance of
any of its duties or the exercise of any of its rights and powers under this Agreement or under the other Transaction Documents
(and, without limiting the foregoing, no Agent, in its capacity as such, shall have any obligation to grant any credit extension
or to make any advance hereunder). In no event shall any Agent be liable, directly or indirectly, for any special, punitive, indirect
or consequential damages (including, without limitation, lost profits), even if such Agent has been advised of the possibility
of such damages and regardless of the form of action. No Agent shall be responsible for delays or failures in performance resulting
from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war,
epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures,
earthquakes, terrorist attacks or other disasters.


 


(j)             Each
Agent shall be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first
receive written direction of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or
as the Agents shall believe in good faith shall be necessary, to give such advice or concurrence hereunder or thereunder) or,
solely with respect to a Bank Party or the Collateral Administrator, the Administrative Agent (and shall not be liable for any
loss or expense that arises as a result of its failure to act while awaiting such advice or concurrence) and, if it so requests,
it shall first be indemnified to its satisfaction by the Requisite Lenders (or such other Lenders) against any and all liability
and expense which may be incurred by it by reason of taking or continuing to take, or omitting to take any such action.


 


(k)       Each
Agent shall be entitled to consult with and rely upon advice of counsel concerning legal matters and such advice shall be full
protection and authorization for any action taken or omitted by such Agent in good faith thereon.


 


(l)             In
connection with the delivery of any information to any Agent by the Investment Manager, the Borrower or any other Person to be
used by such Agent in connection with the preparation or distribution of calculations or reports, such Agent is entitled to conclusively
rely on the accuracy of any such information and shall not be required to investigate or reconfirm its accuracy and shall not
be liable in any manner whatsoever for any errors, inaccuracies or incorrect information resulting from the use of such information.


 


(m)           If
any Agent shall require any information to perform its duties under the Transaction Documents, the Borrower shall provide, or
shall instruct the Investment Manager to provide, such information to such Agent promptly upon request.


 


(n)           At
any time and from time to time, the Collateral Agent or the Collateral Administrator may request information from the Administrative
Agent as to the identity of the Requisite Lenders or any other Lender, and the Administrative Agent will endeavor to provide such
information reasonably promptly. The Collateral Agent and the Collateral Administrator shall be entitled to fully rely on such
information from the Administrative Agent and the Collateral Agent and the Collateral Administrator shall have no duty, obligation
or liability with respect to the identity or amount of Loans held by any Lender or the calculation of the Requisite Lenders.


 



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(o)            Each
Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to such Agent and conforming to the requirements of this Agreement.


 


(p)       No
Agent shall be liable for an error of judgment made in good faith unless it shall be finally proved that the Agent was grossly
negligent in ascertaining the pertinent facts.


 


(q)            No
Agent shall have any duty (1) to see to any recording, filing, or depositing of this Agreement or any Transaction Documents referred
to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of
any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (2) to see to any insurance
or (3) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any
kind owing with respect to, assessed or levied in connection with this Agreement (except as set forth in Section 2.15).


 


(r)             No
Agent nor any of its officers or employees shall be required to ascertain whether any borrowing hereunder (or any amendment or
termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which the Borrower is
a party (whether or not the Agent is also a party to such other agreement).


 


(s)            No
Agent shall be required to give any bond or surety in respect of the execution of this Agreement.


 


(t)             No
Agent shall be obligated to monitor or confirm, on a continuing basis or otherwise, any Person’s compliance with the covenants
described herein or with respect to any reports or other documents filed under this Agreement or any other related document.


 


(u)            No
Agent shall be under any obligation to exercise any of the rights vested in it by this Agreement or to enforce any remedy or realize
upon any of the Collateral unless (1) it has been directed to take such action by the Administrative Agent or the Requisite Lenders,
and (2) it has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities (including fees
and expenses of its agents and counsel) that might be incurred by it in compliance with such request or direction. No Agent shall
be held liable for any action or inaction taken in accordance with the directions of the Administrative Agent or the Requisite
Lenders or, to the extent expressly permitted hereunder, the Borrower (or the Investment Manager on behalf of the Borrower).


 


(v)           The
only obligation of the Bank Parties with respect to any notice or report delivered to them is to deliver a copy of the same to
the Administrative Agent, in each case unless such Agent is otherwise expressly required to act in respect of such notice pursuant
to the terms and conditions set forth herein or in another Transaction Document to which such Agent is a party.


 


 (w)           To
the extent of any ambiguity in the ‎interpretation of any definition or ‎term ‎contained in this Agreement or to the
extent more than one ‎methodology can be ‎used to make any ‎of the determinations or calculations set forth in this
Agreement, the ‎Collateral Agent or Collateral Administrator ‎shall request direction from the Administrative Agent or
the Calculation Agent, as applicable, and the Administrative Agent or the Calculation Agent, as applicable, shall provide such
direction as ‎to the interpretation and/or ‎methodology ‎to be used, and the Collateral Agent or Collateral Administrator,
respectively, shall ‎follow such direction ‎and shall be entitled to ‎conclusively rely ‎thereon without any responsibility
or liability ‎therefor provided the Collateral Agent or Collateral ‎Administrator, respectively, has ‎complied with
such direction in good ‎faith and without willful misconduct or ‎gross negligence. 


 






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10.4.       Agents
Entitled to Act as Lender.


 


The
agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon,
any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans (if any), each Agent
shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the
duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise
indicates, include any such Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money
to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with any Credit
Party or any of their respective Affiliates as if it were not performing the duties specified herein, and may accept fees and
other consideration from the Borrower for services in connection herewith and otherwise without having to account for the same
to the Lenders.


 


10.5.       Lenders’
Representations, Warranties and Acknowledgment.


 


(a)            Each
Lender represents and warrants that it has made its own independent investigation, without reliance upon any Agent or any other
Person, of the financial condition and affairs of the Credit Parties in connection with Credit Extensions hereunder and that it
has made and shall continue to make its own appraisal of the creditworthiness of the Credit Parties. No Agent shall have any duty
or responsibility, either initially or on a continuing basis, to make any investigation or appraisal on behalf of Lenders or to
provide any Lender with any credit or other information with respect thereto, and no Agent shall have any responsibility with
respect to the accuracy of or the completeness of any information provided to the Lenders.


 


(b)            Each
Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loans on the Effective Date,
shall be deemed to have acknowledged receipt of, and consented to and approved, each Transaction Document and each other document
required to be approved by the Requisite Lenders or Lenders or delivered to any Agent, as applicable, on the Effective Date.


 


10.6.       Right
to Indemnity.


 


Each
Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not
have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, fees, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing
its duties hereunder or under the other Transaction Documents or otherwise in its capacity as such Agent in any way relating to
or arising out of this Agreement, the other Transaction Documents or the use of proceeds thereof, including the enforcement of
this Agreement or any other Transaction Document; provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s
gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired,
such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional
indemnity is furnished; provided that (1) in no event shall this sentence require any Lender to indemnify any Agent against
any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s
Pro Rata Share thereof; and (2) this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability,
obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately
preceding sentence.


 






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10.7.       Successor
Administrative Agent, Calculation Agent and Collateral Agent.


 


(a)           The
Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to the other Agents, the
Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to the Agents, the Borrower and the Administrative Agent and signed by the Requisite Lenders.
In addition, the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments
in writing delivered to the Agents, the Borrower and the Administrative Agent and signed by the Requisite Lenders if the Pro Rata
Share of the entity then serving as Administrative Agent and its Affiliates, collectively, is less than 25%. The Requisite Lenders
shall have the right to appoint a financial institution to act as the Administrative Agent hereunder, subject to approval of the
Borrower, not to be unreasonably withheld or delayed, and the Administrative Agent’s resignation shall become effective,
and the Administrative Agent shall be discharged from its obligations and duties hereunder, on the earliest of (1) 30 days after
delivery of the notice of resignation or removal (regardless of whether a successor has been appointed or not), (2) the acceptance
of appointment by such successor Administrative Agent by the Requisite Lenders and the Borrower or (3) such other date, if any,
agreed to by the Requisite Lenders. If the Requisite Lenders shall not have appointed a successor Administrative Agent by the
end of the period specified above, then the Requisite Lenders shall be deemed to have succeeded to and become vested with all
the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent and the
resigning or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other
documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under
the Transaction Documents. After any resigning or removed Administrative Agent’s resignation or removal hereunder as the
Administrative Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was the Administrative Agent hereunder.


 


(b)           The
Calculation Agent shall have the right to resign at any time by giving prior written notice thereof to the other Agents, the Lenders
and the Borrower, and the Calculation Agent may be removed at any time with or without cause by an instrument or concurrent instruments
in writing delivered to the Agents, the Borrower and the Administrative Agent and signed by the Requisite Lenders. The Requisite
Lenders shall have the right to appoint a financial institution to act as the Calculation Agent hereunder, subject to approval
of the Borrower, not to be unreasonably withheld, and the Calculation Agent’s resignation shall become effective, and the
Calculation Agent shall be discharged from its obligations and duties hereunder, on the earliest of (1) 30 days after delivery
of the notice of resignation or removal (regardless of whether a successor has been appointed or not), (2) the acceptance of appointment
by such successor Calculation Agent by the Requisite Lenders and the Borrower or (3) such other date, if any, agreed to by the
Requisite Lenders. If the Requisite Lenders shall not have appointed a successor Calculation Agent by the end of the period specified
above, then the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges
and duties of the resigning Calculation Agent. Upon the acceptance of any appointment as the Calculation Agent hereunder by a
successor Calculation Agent, that successor Calculation Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the resigning or removed Calculation Agent and the resigning or removed Calculation Agent shall
promptly transfer to such successor Calculation Agent all records and other documents necessary or appropriate in connection with
the performance of the duties of the successor Calculation Agent under the Transaction Documents. After any resigning or removed
Calculation Agent’s resignation or removal hereunder as the Calculation Agent, the provisions of this Agreement shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was the Calculation Agent hereunder.


 






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(c)            The
Collateral Agent and the Collateral Administrator (each, a “Specified Agent”) may resign at any time by
giving prior written notice thereof to the Lenders, the Administrative Agent and the Borrower, and each Specified Agent may
be removed at any time upon at least 30 days’ notice with or without cause by an instrument or concurrent instruments
in writing delivered to the Borrower and such Specified Agent signed by the Requisite Lenders. The Requisite Lenders shall
have the right to appoint a financial institution (or, in the case of the Collateral Administrator, another entity acceptable
to them) as a successor Specified Agent hereunder, subject to the approval of the Borrower, not to be unreasonably withheld,
and each Specified Agent’s resignation shall become effective, and such Specified Agent shall be discharged from its
obligations and duties hereunder, on the earliest of (1) 30 days after delivery of the notice of resignation or removal
(regardless of whether a successor been appointed or not), (2) the acceptance of appointment by such successor Specified
Agent (which shall be no earlier than 30 days after delivery of such notice of resignation or removal unless agreed to by the
Requisite Lenders and the removed Specified Agent) or (3) such other date, if any, agreed to by the Requisite Lenders and the
removed Specified Agent. Until a successor Specified Agent is appointed, any Collateral or other property held by a Specified
Agent on behalf of the Secured Parties under any of the Transaction Documents shall continue to be held by the resigning or
removed Specified Agent as bailee until such time as a successor Specified Agent is appointed (all costs and expenses
incurred by such resigning or removed Specified Agent for holding such Collateral shall be paid by the Borrower). Each
Specified Agent shall have the right, at the cost and expense of the Borrower, to petition a court of competent jurisdiction
regarding the delivery of any Collateral or other property it holds as bailee. Upon the acceptance of any appointment as
Specified Agent hereunder by a successor Specified Agent, such successor Specified Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the resigning or removed Specified Agent under
this Agreement and the Transaction Documents, and the resigning or removed Specified Agent shall promptly (x) transfer to
such successor Specified Agent all Collateral or other property held hereunder or under the Transaction Documents, together
with all records and other documents necessary or appropriate in connection with the performance of the duties of the
successor Specified Agent under this Agreement and the Transaction Documents, and (y) execute and deliver to such successor
Specified Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as
may be requested by the Requisite Lenders (and at the cost and expense of the Borrower) in connection with the assignment to
such successor Specified Agent of the security interests created under the Transaction Documents. After any resigning or
removed Specified Agent’s resignation or removal hereunder as such Specified Agent, the provisions of this Agreement
and the Transaction Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this
Agreement or the Transaction Documents while it was such Specified Agent hereunder.


   


(d)           Any
Person into which any Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Agent shall be a party, or any Person succeeding to the corporate trust services
business of such Agent shall be the successor of such Agent hereunder without the execution or filing of any paper with any party
hereto or any further act on the part of any of the parties hereto.


 


10.8.       Collateral
Documents.


 


(a)            Agents
under Collateral Documents. Each Secured Party hereby further authorizes the Collateral Agent on behalf of and for the benefit
of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Collateral and the Collateral
Documents. Subject to Section 11.5, without further written consent or authorization from any Secured Party, the Administrative
Agent and/or the Collateral Agent (at the direction of the Administrative Agent) is authorized to and shall execute any documents
or instruments requested by either (1) the Borrower (and at the cost and expense of the Borrower) in connection with an Acquisition
or Disposition of assets permitted by this Agreement and to evidence the release of any Lien encumbering any item of Collateral
that is the subject of such Disposition as permitted by Section 6.6 or (2) or otherwise consented to by the Requisite Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be
necessary, to give such request or direction hereunder) in connection with any other Disposition of assets in accordance with
this Agreement.


 


(b)            Right
to Realize on Collateral. Notwithstanding anything contained in the Transaction Documents to the contrary, the Credit Parties,
the Agents and each other Secured Party hereby agree that (1) no Secured Party (other than the Collateral Agent) shall have any
right to realize upon any of the Collateral, it being understood and agreed that all such powers, rights and remedies hereunder
and under any of the Transaction Documents may be exercised solely by the Collateral Agent (at the written direction of the Requisite
Lenders) for the benefit of the Secured Parties in accordance with the terms hereof and thereof, and (2) in the event of a foreclosure
or similar enforcement action by the Collateral Agent (at the written direction of the Requisite Lenders) on any of the Collateral
pursuant to a public or private sale or other Disposition (including, without limitation, pursuant to Section 363(k), Section
1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or under any analogous provisions of any other Debtor Relief Law), the Collateral
Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii)
or otherwise of the Bankruptcy Code or such other Debtor Relief Law) may be the purchaser or licensor of any or all of such Collateral
at any such Disposition and the Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders
in its or their respective individual capacities) shall be entitled, upon instructions from the Requisite Lenders, for the purpose
of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such Disposition,
to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral
Agent at such Disposition.


 



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(c)            Release
of Collateral, Termination of Transaction Documents; Etc. Notwithstanding anything to the contrary contained herein or any
other Transaction Document, when all Obligations have been paid in full and all Commitments have terminated or expired (as evidenced
by an executed payoff letter and confirmation from the Administrative Agent of the receipt of such payoff amounts), upon written
direction of the Borrower (at the cost and expense of the Borrower), the Collateral Agent shall (at the sole cost and expense
of the Borrower) take such actions as shall be requested in writing by the Borrower to evidence the release of its security interest
in all Collateral provided for in any Transaction Document. The Borrower shall prepare any such documentation at its expense and
shall be responsible for the costs and expenses of the Collateral Agent (including legal fees and expenses) in connection with
any release under this clause (c).


 


10.9.        Withholding
Taxes.


 


To
the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent
to any applicable withholding Tax. Without duplication of the provisions of Section 2.15(g), if the Internal Revenue Service or
any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid
to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such
Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of,
withholding Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made
to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify
the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise,
together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.


 


10.10.      Administrative
Agent May File Bankruptcy Disclosure and Proofs of Claim.


 


In
case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated)
by intervention in such proceeding or otherwise:


 


(a)            to
file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that complies with such rule’s
disclosure requirements for entities representing more than one creditor;


 


(b)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents
allowed in such judicial proceeding); and


 



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(c)            to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same,


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent
to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agents
under the Transaction Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances
of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents out of the estate
in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.


 


Nothing
contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender
any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.


 


SECTION
11. MISCELLANEOUS


 


11.1.       Notices.


 


(a)           Notices
Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, the Collateral Agent
or the Administrative Agent, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant
Transaction Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to the Administrative
Agent in writing. Except as otherwise set forth in Section 3.2(b) or paragraph (b) below, each notice hereunder shall be in writing
and may be personally served or sent by facsimile (except for any notices sent to any of the Agents) or United States mail or
courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt
thereof, upon receipt of facsimile, or three Business Days after depositing it in the United States mail with postage prepaid
and properly addressed; provided that (1) no notice to any Agent shall be effective until received by such Agent; and (2)
any such notice or other communication shall at the request of the Administrative Agent be provided to any sub-agent appointed
pursuant to Section 11.3(c) as designated by the Administrative Agent from time to time.


 


(b)            Electronic
Communications.


 


 (1)            Notices
and other communications to any Agent and Lenders hereunder may be delivered or furnished by electronic communication (including
e mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Agent or any Lender pursuant to Section 2 if such Person
has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication.
The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited
to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (x) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient
(such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment),
provided that if such notice or other communication is not sent during the normal business hours of the recipient, such
notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient,
and (y) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by
the intended recipient at its e-mail address as described in the foregoing clause (x) of notification that such notice or communication
is available and identifying the website address therefor.


 



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Wells
Fargo (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this Agreement or any documents
executed in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods,
provided, however, that any person providing such instructions or directions shall provide to Wells Fargo an incumbency
certificate listing persons designated to provide such instructions or directions (including the email addresses of such persons),
which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to
give Wells Fargo email (of .pdf or similar files) or facsimile instructions (or instructions by a similar electronic method) and
Wells Fargo in its discretion elects to act upon such instructions, Wells Fargo’s reasonable understanding of such instructions
shall be deemed controlling. Wells Fargo shall not be liable for any losses, costs or expenses arising directly or indirectly
from Wells Fargo’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with
or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume
all risks arising out of the use of such electronic methods to submit instructions and directions to Wells Fargo, including without
limitation the risk of Wells Fargo acting on unauthorized instructions, and the risk of interception and misuse by third parties.
Any person providing such instructions acknowledges and agrees that there may be more secure ‎methods of transmitting such
instructions than the method(s) selected by it and agrees that the ‎security procedures (if any) to be followed in connection
with its transmission of such ‎instructions provide to it a commercially reasonable degree of protection in light of its ‎particular
needs and circumstances.


 


(2)             Each
Credit Party understands that the distribution of material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic
distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined
by a final, non-appealable judgment of a court of competent jurisdiction.


 


(3)            The
Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the
Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”)
warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims
liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express,
implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party
rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved
Electronic Communications. In no event shall the Agent Affiliates have any liability to the Borrower or the other Credit Parties,
any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Party’s
or the Administrative Agent’s transmission of communications through the Platform.


 


(4)            Each
Credit Party, each Lender and each Agent agrees that the Administrative Agent may, but shall not be obligated to, store any Approved
Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures
and policies.


 


(5)           Any
notice of Default or Event of Default may be provided by telephone if confirmed promptly thereafter by delivery of written notice
thereof.


 






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11.2.       Expenses.


 


Whether
or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay promptly (a) all the actual and reasonable
costs and expenses incurred in connection with the negotiation, preparation and execution of the Transaction Documents and any
consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for the
Borrower and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of counsel to the Agents (in each case
excluding allocated costs of internal counsel) in connection with the negotiation, preparation and execution of the Transaction
Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by
the Borrower; (d) all the actual costs and reasonable expenses of creating, perfecting, recording, maintaining and preserving
Liens in favor of the Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and
taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel
to each Agent and of counsel providing any opinions that any Agent or the Requisite Lenders may request in respect of the Collateral
or the Liens created pursuant to the Transaction Documents; (e) all other actual and reasonable costs and expenses incurred by
each Agent in connection with the transactions contemplated by the Transaction Documents and any consents, amendments, waivers
or other modifications thereto and (f) after the occurrence of a Default or an Event of Default, all costs and expenses, including
reasonable attorneys’ fees (excluding allocated costs of internal counsel) and costs of settlement, incurred by any Agent
and the Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the
other Transaction Documents by reason of such Default or Event of Default (including in connection with the sale, lease or license
of, collection from, or other realization upon any of the Collateral) or in connection with any refinancing or restructuring of
the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy
cases or proceedings.


 


11.3.       Indemnity.


 


(a)            In
addition to the payment of expenses pursuant to Section 11.2, whether or not the transactions contemplated hereby shall be consummated,
each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each
Agent and Lender and each of their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents
and affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided
that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the
extent such Indemnified Liabilities arise directly from the gross negligence or willful misconduct of such Indemnitee, in each
case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings
to defend, indemnify, pay and hold harmless set forth in this Section 11.3 may be unenforceable in whole or in part because they
are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted
to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees
or any of them.


 


(b)           To
the fullest extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against
each Lender and each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, 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, or any Loan, or the use of the proceeds thereof. None of any Lender or
any Agent or any of their respective Affiliates, directors, employees, attorneys, agents or sub-agents shall be liable for any
damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the
transactions contemplated hereby or thereby.


 






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(c)            Each
Credit Party also agrees that no Lender or Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents
will have any liability to any Credit Party or any person asserting claims on behalf of or in right of any Credit Party or any
other person in connection with or as a result of this Agreement or any Transaction Document or any agreement or instrument contemplated
hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan, or the use of the
proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except in the case of any Credit
Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Credit Party or its affiliates,
shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction
to have resulted directly from the gross negligence or willful misconduct of such Lender or Agent or their respective Affiliates,
directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Transaction Document
or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided that in no event
will such Lender or Agent, or their respective Affiliates, directors, employees, attorneys, agents or sub-agents have any liability
for any indirect, consequential, special or punitive damages in connection with or as a result of such Lender’s or Agent’s,
or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’
activities related to this Agreement, any Transaction Document, or any agreement or instrument contemplated hereby or thereby
or referred to herein or therein.


 


(d)
           The provisions of this Section 11.3 shall survive termination of this Agreement, payment
in full of the Loans, assignment of this Agreement by any party hereto and the resignation or removal of any Agent.


 


11.4.        Set-Off.


 


 In
addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, if an Event
of Default has occurred and is continuing, each Lender is hereby authorized by each Credit Party at any time or from time to time
subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to
any Credit Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates
of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing
by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities
of any Credit Party to such Lender hereunder and under the Transaction Documents, including all claims of any nature or description
arising out of or connected hereto and participations therein or with any other Transaction Document, irrespective of whether
or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other
amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or
any of them, may be contingent or unmatured; provided that, if any Defaulting Lender shall exercise any such right of setoff,
(1) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with
the provisions of Sections 2.12 and 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (2) the Defaulting Lender shall
provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section
11.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates
may have.


 


11.5.       Amendments
and Waivers.


 


(a)             Requisite
Lenders’ Consent. Subject to the additional requirements of Sections 11.5(b) and 11.5(c), no amendment, modification
or termination of any provision of the Transaction Documents, or consent to any departure by any Credit Party therefrom, shall
in any event be effective without the written concurrence of the Requisite Lenders; provided that the Administrative Agent
may, with the consent of the Borrower only, amend, modify or supplement this Agreement or any other Transaction Document to cure
any ambiguity, omission, defect or inconsistency (as reasonably determined by the Administrative Agent), so long as such amendment,
modification or supplement does not adversely affect the rights of any Lender or the Lenders shall have received at least five
Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days
of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object
to such amendment.


 



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(b)            Unanimous
Lenders’ Consent. Without the written consent of each Lender, no amendment, modification, termination, or consent shall
be effective if the effect thereof would:


 


(1)            extend
the scheduled final maturity of any Loan or Note;


 


(2)            waive,
reduce or postpone any scheduled repayment (but not prepayment);


 


(3)            reduce
the rate of interest on any Loan, any fee or any Ancillary Amount payable hereunder;


 


(4)            extend
the time for payment of any such interest, fees or other Ancillary Amounts;


 


(5)            reduce
the principal amount of any Loan;


 


(6)            amend,
modify, terminate or waive any provision of this Section 11.5(b), Section 11.5(c) or any other provision of this Agreement that
expressly provides that the consent of all Lenders is required;


 


(7)            amend
the definition of “Advance Rate”, “Borrowing Base”, “Collateral Obligation”, “Collateral
Obligation Criteria”, “Collateral Portfolio Requirements”, “Pro Rata Share”, “Reinvestment
Criteria”, “Requisite Lenders” or “Spread” herein; or amend the definition of “Borrowing Base
Deficiency”, “Buffer Asset”, “Buffer Asset Cap”, “Buffer Asset Cap Test”, “Buffer
Asset Portfolio Requirement”, “Collateral Deficit”, “Margin Percentage” or “Required Amount”
in the Margining Agreement;


 


(8)            release
all or any material portion of the Collateral except as expressly provided in the Transaction Documents and except in connection
with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section
363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other analogous Debtor Relief Law or other sale or disposition
of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Transaction Documents
(in which case only the consent of the Requisite Lenders will be needed for such release);


 


(9)            consent
to the assignment or transfer by any Credit Party of any of its rights and obligations under any Transaction Document; or


 


(10)          amend,
modify, terminate or waive any provision of Section 2.1(b) or Section 7.


 


(c)            Other
Consents. No amendment, modification, termination or waiver of any provision of the Transaction Documents, or consent to any
departure by any Credit Party therefrom, shall amend, modify, terminate or waive any provision of the Transaction Documents as
the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in
each case without the consent of such Agent, as applicable. Unless the Agents have been given prior written notice of such amendment
and has consented thereto in writing, no amendments may (a) affect the obligations or rights of the Agents including, without
limitation, expanding or restricting the Agents’ discretion, (b) affect the amount or priority of any fees or other amounts
payable to the Agents hereunder or under any other Transaction Document or (c) otherwise materially and adversely affect any of
the Agents.


 






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(d)            Execution
of Amendments, Etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case
shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 11.5 shall be binding upon each Lender at the time outstanding,
each future Lender and, if signed by a Credit Party, on such Credit Party.


 


(e)            Cashless
Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover
all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted
by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent,
the Collateral Agent and such Lender.


 


11.6.       Successors
and Assigns; Participations.


 


(a)            Generally.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit
of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any
interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and
Lenders and other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)            Register.
The Borrower, the Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders
and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of
any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of a
fully executed Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates
regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 11.6(d). Each
assignment shall be recorded in the Register promptly following receipt by the Administrative Agent of the fully executed Assignment
Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to the Borrower and a copy
of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred
to herein as the “Assignment Effective Date”. Any request, authority or consent of any Person who, at the time
of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding
on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.


 


(c)            Right
to Assign. Each Lender shall have the right, with the consent of the Administrative Agent, to sell, assign or transfer all
or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to
it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform,
and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):


 


(1)             to
any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of
notice to the Borrower; and


 


(2)            to
any Person meeting the criteria of clause (b) of the definition of the term “Eligible Assignee” upon giving of notice
to the Borrower; and


 






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(3)            to
any other Person with the consent of the Borrower (such consent not to be (x) unreasonably withheld or delayed or (y) required
at any time an Event of Default shall have occurred and then be continuing); provided that the Borrower shall be deemed
to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within
10 Business Days after having received notice thereof;


 


provided,
however, each such assignment pursuant to this Section 11.6(c) shall be in an aggregate amount of not less than the lesser
of (x) $10,000,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of
the Loans and any related Commitments of the assigning Lender.


 


(d)            Mechanics.


 


(1)            Assignments
and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to the Administrative Agent
of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective
Date. In connection with all assignments there shall be delivered to the Administrative Agent such forms, certificates or other
evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement
may be required to deliver pursuant to Section 2.15(c), together with payment to the Administrative Agent of a registration and
processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment
by or to Goldman Sachs or any Affiliate thereof or (z) in the case of an assignee which is already a Lender or is an affiliate
or Related Fund of a Lender or a Person under common management with a Lender).


 


(2)            In
connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective
unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such
additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which
may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested
but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other
Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans.
Notwithstanding the foregoing, if any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective
under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed
to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


(e)             Representations
and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments
and Loans, as the case may be, represents and warrants as of the Effective Date or as of the Assignment Effective Date that (1)
it is an Eligible Assignee (or, if not an Eligible Assignee, the assignment to it is permitted under this Section 11.6); (2) it
has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans,
as the case may be; (3) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary
course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange
Act or other federal securities laws (it being understood that, subject to the provisions of this Section 11.6, the disposition
of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control); and (4) it will
not provide any information obtained by it in its capacity as a Lender to the Sponsor or any Affiliate of the Sponsor.


 






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(f)             Effect
of Assignment. Subject to the terms and conditions of this Section 11.6, as of the Assignment Effective Date (1) the assignee
thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans
and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes
hereof; (2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the
assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 11.8) and be released
from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s
rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided
that, anything contained in any of the Transaction Documents to the contrary notwithstanding, such assigning Lender shall continue
to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior
involvement of such assigning Lender as a Lender hereunder); (3) the Commitments shall be modified to reflect any Commitment of
such assignee; and (4) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon
the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative
Agent for cancellation, and thereupon the Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning
Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new outstanding Loans of
the assignee and/or the assigning Lender.


 


(g)            Participations.


 


(1)            Each
Lender shall have the right at any time to sell one or more participations to any Person (other than a Credit Party, the Sponsor,
any Sponsor Affiliate or any Natural Person or, if no Event of Default shall have occurred and then be continuing at the time
of such sale, a Disqualified Institution) in all or any part of its Commitments, Loans or in any other Obligation. Each Lender
that sells a participation pursuant to this Section 11.6(g) shall, acting as a non-fiduciary agent of the Borrower, maintain a
register on which it records the name and address of each participant and the principal amounts (and stated interest) of each
participant’s participation interest with respect to the Loans (each, a “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 Commitments, Loans or its
other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine
that such disclosure is necessary to establish that such Commitment, Loan or other Obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the Internal Revenue Service, or otherwise
reasonably required by the Borrower in connection with legal or regulatory requirements, any disclosure required by the foregoing
sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Service. 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 a participation with respect to the Loan for all purposes under this Agreement, notwithstanding any notice
to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have
no responsibility for maintaining a Participant Register.


 


(2)            The
holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled
to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or
waiver that would (A) extend the final scheduled maturity of any Loan, or Note in which such participant is participating, or
reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of
applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount
of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if
the participant’s participation is not increased as a result thereof), (B) consent to the assignment or transfer by any
Credit Party of any of its rights and obligations 
under this Agreement or (C) release all or substantially all of the Collateral under the Transaction Documents (in each case,
except as expressly provided in the Transaction Documents) supporting the Loans hereunder in which such participant is participating.


 



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(3)             The
Borrower agrees that each participant shall be entitled to the benefits of Sections 2.13(c), 2.14 and 2.15 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided
that (x) a participant shall not be entitled to receive any greater payment under Section 2.14 or 2.15 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such participant, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after such participant acquired the participation or unless
the sale of the participation to such participant is made with the Borrower’s prior written consent (not to be unreasonably
withheld or delayed); (y) a participant shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified
of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section
2.15 as though it were a Lender; and (z) except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein
shall require any notice to the Borrower or any other Person in connection with the sale of any participation. To the extent permitted
by law, each participant also shall be entitled to the benefits of Section 11.4 as though it were a Lender, provided that
such participant agrees to be subject to Section 2.12 as though it were a Lender.


 


(h)            Certain
Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section
11.6 any Lender may assign, pledge and/or grant a security interest in all or any portion of its Loans, the other Obligations
owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral
security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank; provided that (1) no
Lender, as between the Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such
assignment and pledge, and (2) in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be
a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.


 


11.7.       Independence
of Covenants.


 


All
covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.


 


11.8.       Survival
of Representations, Warranties and Agreements.


 


 All
representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit
Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in
Sections 2.13(c), 2.14, 2.15, 10.2, 10.3, 10.4 and 10.22 and the agreements of Lenders set forth in Sections 2.15, 9.3(b) and
9.6 shall survive the payment of the Loans, and the termination hereof.


 


11.9.       No
Waiver; Remedies Cumulative.


 


 No
failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any
other Transaction Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative
and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law
or in any of the other Transaction Documents. Any forbearance or failure to exercise, and any delay in exercising, any right,
power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it
preclude the further exercise of any such right, power or remedy.


 



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11.10.      Marshalling;
Payments Set Aside.


 


 Neither
any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person
or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to
the Administrative Agent or Lenders (or to the Administrative Agent, on behalf of Lenders), or any Agent or Lender enforces any
security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid
to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable
cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens,
rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not occurred.


 


11.11.      Severability.


 


 In
case any provision in or obligation hereunder or under any other Transaction Document shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


 


11.12.     Obligations
Several; Independent Nature of Lenders’ Rights.


 


 The
obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other
Lender hereunder. Nothing contained herein or in any other Transaction Document, and no action taken by Lenders pursuant hereto
or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity.
The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled
to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.


 


11.13.     Headings.


 


 Section
headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose
or be given any substantive effect.


 


11.14.     APPLICABLE
LAW.


 


 THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT
LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.


 


11.15.     CONSENT
TO JURISDICTION.





 


 



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SUBJECT
TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING
HERETO OR ANY OTHER TRANSACTION DOCUMENTS, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY FEDERAL COURT OF THE UNITED
STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY
STATE COURT LOCATED IN THE CITY AND COUNTY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE (SUBJECT TO
CLAUSE (E) BELOW) JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT
SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 11.1; (D) AGREES THAT SERVICE AS
PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH
PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT
THE AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST
ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY TRANSACTION
DOCUMENT OR AGAINST ANY COLLATERAL OR THE ENFORCEMENT OF ANY JUDGMENT, AND HEREBY SUBMITS TO THE JURISDICTION OF, AND
CONSENTS TO VENUE IN, ANY SUCH COURT.


 


11.16.     WAIVER
OF JURY TRIAL.


 


EACH
OF THE LENDERS AND OTHER PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO
THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER
IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER
OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS
ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED
FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND
THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING
TO THIS SECTION 11.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING
TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


11.17.     Usury
Savings Clause.


 


Notwithstanding
any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges
or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate.
If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest
Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total
amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest
set forth in this Agreement had at all times been in  effect. In addition, if when the Obligations are repaid in full the total
interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would
have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the
extent permitted by law, the Borrower shall pay to the Administrative Agent an amount equal to the difference between the amount
of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect.
Notwithstanding the foregoing, it is the intention of Lenders and the Borrower to conform strictly to any applicable usury laws.
Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest
Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option
be applied to the outstanding amount of the Loans made hereunder or be refunded to the Borrower.


 



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11.18.     Effectiveness;
Counterparts.


 


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


 


11.19.     PATRIOT
Act.


 


 Each
Lender, the Collateral Agent and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit
Party that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies
each Credit Party, which information includes the name, tax identification number and address of each Credit Party and other information
that will allow such Lender, the Collateral Agent or the Administrative Agent, as applicable, to identify such Credit Party in
accordance with the PATRIOT Act.


 


11.20.     Electronic
Execution of Assignments.


 


 The
words “execution”, “signed”, “signature”, and words of like import in any Assignment 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.


 


11.21.     No
Fiduciary Duty.


 


Each
Agent, Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”),
may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each
Credit Party agrees that nothing in the Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or
agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its
stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated
by the Transaction Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length
commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (b) in connection
therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of
any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of
rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is
currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other
obligation to any Credit Party except the obligations expressly set forth in the Transaction Documents and (y) each Lender is
acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders, creditors or
any other Person. Each Credit Party acknowledges and agrees that
it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making
its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that
it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty
to such Credit Party, in connection with such transaction or the process leading thereto.


 



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11.22.     Confidentiality.


 


(a)       The
Collateral Agent, the Collateral Administrator, the Administrative Agent and each Lender will maintain the confidentiality of
all Confidential Information to protect Confidential Information delivered to such Person; provided that such Person may deliver
or disclose Confidential Information to: (i) such Person’s directors, trustees, officers, employees, agents, attorneys and
affiliates who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section
11.22 and to the extent such disclosure is reasonably required for the administration of this Agreement and the other Transaction
Documents, the matters contemplated hereby or the investment represented by the Loans; (ii) such Person’s legal advisors,
financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in
accordance with the terms of this Section 11.22 and to the extent such disclosure is reasonably required for the administration
of this Agreement, the matters contemplated hereby or the investment represented by the Loans; (iii) any other Lender, or any
of the other parties to this Agreement, the Investment Management Agreement or the other Transaction Documents; (iv) any federal
or state or other regulatory, governmental or judicial authority having jurisdiction over such Person in the course of any routine
examination by such authority; (v) any other Person with the consent of the Borrower and the Investment Manager; (vi) any other
Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation
or order applicable to such Person, (B) in response to any subpoena or other legal process upon prior notice to the Borrower and
the Investment Manager (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law),
(C) in connection with any litigation to which such Person is a party upon prior notice to the Borrower and the Investment Manager
(unless prohibited by applicable law, rule, order or decree or other requirement having the force of law), (D) to the extent such
Person may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection
of the rights and remedies with respect to the Obligations, this Agreement or the other Transaction Documents or (E) in the Collateral
Agent’s, the Collateral Administrator’s or the Administrative Agent’s performance of its obligations under this
Agreement, the Collateral Administration Agreement or other Transaction Document; (vii) any Person of the type that would be,
to such Person’s knowledge, permitted to acquire Loans in accordance with the requirements of Section 11.6 to which such
Person sells or offers to sell any such Loan or any part thereof (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this Section 11.22); and (viii) with respect to any Collateral
Obligation, any actual or prospective transferee of such Collateral Obligation (if such Person has agreed in writing prior to
its receipt of such Confidential Information to be bound by the provisions of this Section 11.22 with respect to such Confidential
Information or has otherwise agreed to be bound by all applicable confidentiality restrictions applicable to such Confidential
Information in the Reference Instruments relating to such Collateral Obligation). Each Lender agrees that it shall use the Confidential
Information for the sole purpose of making an investment in the Loans or administering its investment in the Loans; and that the
Collateral Agent, the Collateral Administrator and the Administrative Agent shall neither be required nor authorized to disclose
to Lenders any Confidential Information in violation of this Section 11.22. In the event of any required disclosure of the Confidential
Information by such Lender, such Lender agrees to use reasonable efforts to protect the confidentiality of the Confidential Information.


 


(b)       For
the purposes of this Section 11.22, “Confidential Information” means information delivered to the Collateral
Agent, the Collateral Administrator, the Administrative Agent or any Lender by or on behalf of the Borrower or the Investment
Manager in connection with and relating to the transactions contemplated by or otherwise pursuant to this Agreement; provided
that such term does not include information that: (i) was publicly known or otherwise known to the Collateral Agent, the Collateral
Administrator, the Administrative Agent or such Lender or beneficial owner prior to the time of such disclosure; (ii) subsequently
becomes publicly known through no act or omission by the Collateral Agent, the Collateral Administrator, the Administrative Agent
or any Lender or any person acting on behalf of the Collateral Agent, the Collateral Administrator, the Administrative Agent or
any Lender; (iii) otherwise is known or becomes known to the Collateral Agent, the Collateral Administrator, the Administrative
Agent or any Lender other than (x) through disclosure by or on behalf of the Borrower or the Investment Manager or (y) to the
knowledge of the Collateral Agent, the Collateral Administrator, the Administrative Agent or Lender, as the case may be, in each
case after reasonable inquiry, as a result of the breach of a fiduciary duty to the Borrower or the Investment Manager or a contractual
duty to the Borrower or the Investment Manager; or (iv) is allowed to be treated as non-confidential by consent of the Borrower
and the Investment Manager.


 



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11.23.      Effect
of Amendment and Restatement.


 


On
the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety. The parties hereto acknowledge
and agree that (i) this Agreement and the other Transaction Documents, whether executed and delivered in connection herewith or
otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations, security interests and Liens
under the Existing Credit Agreement as in effect immediately prior to the Effective Date, which remain outstanding and in effect
and (ii) such obligations, security interests and Liens (as amended and restated hereby) are in all respects continuing. The Borrower,
by its execution of this Agreement (a) confirms its obligations under the Collateral Documents, (b) confirms that its obligations
under the Existing Credit Agreement as amended hereby are entitled to the benefits of the pledges and guarantees, as applicable,
set forth in the Collateral Documents, (c) confirms that its obligations under the Existing Credit Agreement as amended hereby
constitute “Secured Obligations” (as defined in the Collateral Documents) and (d) agrees that the Existing Credit
Agreement as amended hereby is the “Credit Agreement” under and for all purposes of the Collateral Documents. Each
Credit Party, by its execution of this Agreement, hereby confirms that the Secured Obligations shall remain in full force and
effect, and such Secured Obligations shall continue to be entitled to the benefits of the grant set forth in the Collateral Documents.
Each Credit Party, by its execution of this Agreement, hereby confirms and agrees that references to the Credit Agreement in each
of the Transaction Documents is and shall be a reference to the Existing Credit Agreement as amended and restated hereby (and
as this Agreement is further amended, modified, supplemented, waived, restated, amended and restated, replaced or otherwise modified
from time to time).


 


11.24.       Contractual
Recognition of Bail-In


 


Notwithstanding
any other term of any Transaction Document or any other agreement, arrangement or understanding between the parties, each party
acknowledges and accepts that any liability of any party to any other party under or in connection with the Transaction Documents
may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


(a)            any
Bail-In Action in relation to any such liability, including (without limitation):


 


(1)            a
reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest)
in respect of any such liability;


 


(2)            a
conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred
on, it; and


 


(3)            a
cancellation of any such liability; and


 


(b)            a
variation of any term of any Transaction Document to the extent necessary to give effect to any Bail-In Action in relation to
any such liability.


 






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SECTION
12. SUBORDINATION


 


(a)            Anything
in this Agreement or the other Transaction Documents to the contrary notwithstanding, the Borrower agrees for the benefit of the
Lenders and the Agents that the rights of the Equity Owner to distribution by the Borrower and in and to the Collateral, including
any payment from Proceeds of Collateral, shall be subordinate and junior to the Loans, to the extent and in the manner set forth
in this Agreement including as set forth in Section 7 and hereinafter provided. If any Event of Default has occurred and has not
been cured or waived, and notwithstanding anything contained in Section 7 to the contrary, interest on and principal and other
amounts owing in respect of the Loans and all other Obligations shall be paid in full in Cash (in order of priority) before any
further payment or distribution is made on account of the Equity Owner.


 


(b)            If
notwithstanding the provisions of this Agreement, any holder of any Subordinate Interests shall have received any payment or distribution
in respect of such Subordinate Interests contrary to the provisions of this Agreement, then, unless and until either the Obligations
shall have been paid in full in Cash in accordance with this Agreement, such payment or distribution shall be received and held
in trust for the benefit of, and shall forthwith be paid over and delivered to, the Collateral Agent, which shall pay and deliver
the same to the Lenders, as the case may be, in accordance with this Agreement; provided that, if any such payment or distribution
is made other than in Cash, it shall be held by the Collateral Agent as part of the Collateral and subject in all respects to
the provisions of this Agreement, including this Section 12.


 


(c)            The
Borrower agrees with all Lenders that the Borrower shall not demand, accept, or receive any payment or distribution in respect
of such Subordinate Interests in violation of the provisions of this Agreement, including this Section 12. Nothing in this Section
12 shall affect the obligation of the Borrower to pay holders of Subordinate Interests.


 


(d)            In
exercising any of its or their voting rights, rights to direct and consent or any other rights as a Lender under this Agreement,
subject to the terms and conditions of this Agreement, a Lender or Lenders shall not have any obligation or duty to any Person
or to consider or take into account the interests of any Person and shall not be liable to any Person for any action taken by
it or them or at its or their direction or any failure by it or them to act or to direct that an action be taken, without regard
to whether such action or inaction benefits or adversely affects any Lender, the Borrower, or any other Person, except for any
liability to which such Lender may be subject to the extent the same results from such Lender’s taking or directing an action,
or failing to take or direct an action, in bad faith or in violation of the express terms of this Agreement.


 


SECTION
13. ASSIGNMENT OF INVESTMENT MANAGEMENT AGREEMENT


 


(a)            The
Borrower, in furtherance of the covenants of this Agreement and as security for the Obligations and the performance and observance
of the provisions hereof and of the other Transaction Documents, hereby assigns, transfers, conveys and sets over to the Collateral
Agent, for the benefit of the Secured Parties, all of the Borrower’s estate, right, title and interest in, to and under
the Investment Management Agreement (except as set forth in the second proviso of this Section 13(a)), including (1) the right
to give all notices, consents and releases thereunder, (2) the right to take any legal action upon the breach of an obligation
of the Investment Manager thereunder, including the commencement, conduct and consummation of proceedings at law or in equity,
(3) the right to receive all notices, accountings, consents, releases and statements thereunder and (4) the right to do any and
all other things whatsoever that the Borrower is or may be entitled to do thereunder; provided that, notwithstanding anything
herein to the contrary, the Collateral Agent shall not have the authority to execute any of the rights set forth in subclauses
(1) through (4) above or may otherwise arise as a result of the grant unless an Event of Default has occurred and is continuing
hereunder and the Collateral Agent is directed in writing to take any such action by the Required Lenders and such authority shall
terminate at such time, if any, as such Event of Default is cured or waived; provided that the assignment made hereby does
not include an assignment of the Borrower’s right to terminate the Investment Manager pursuant to Section 11 of the Investment
Management Agreement or any other provision contained therein.


 



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(b)            The
assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or
diminish the obligations of the Borrower under the provisions of the Investment Management Agreement, nor shall any of the obligations
contained in the Investment Management Agreement be imposed on the Collateral Agent.


 


(c)            Upon
the repayment of the Loans in full and the release of the Collateral from the lien of the Transaction Documents, this assignment
and all rights herein assigned to the Collateral Agent for the benefit of the Secured Parties shall cease and terminate and all
the estate, right, title and interest of the Collateral Agent in, to and under the Investment Management Agreement shall revert
to the Borrower and no further instrument or act shall be necessary to evidence such termination and reversion.


 


(d)            The
Borrower represents that the Borrower has not executed any other assignment of the Investment Management Agreement, except for
any assignments that have terminated or been cancelled on or prior to the Initial Funding Date and that are no longer in effect.


 


(e)            The
Borrower agrees that this assignment is irrevocable, and that it will not take any action which is inconsistent with this assignment
or make any other assignment inconsistent herewith. The Borrower will, from time to time, execute all instruments of further assurance
and all such supplemental instruments with respect to this assignment as the Collateral Agent may specify or as may be required
to maintain the perfection thereof.


 


(f)            The
Borrower hereby agrees, and hereby undertakes to obtain the agreement and consent of the Investment Manager in the Investment
Management Agreement, to the following:


 


(1)            The
Investment Manager consents to the provisions of this assignment and agrees to perform any provisions of this Agreement applicable
to the Investment Manager subject to the terms of the Investment Management Agreement.


 


(2)            The
Investment Manager acknowledges that, except as otherwise set forth in clause (a) above, the Borrower is assigning all of its
right, title and interest in, to and under the Investment Management Agreement to the Collateral Agent for the benefit of the
Secured Parties.


 


(3)            The
Investment Manager shall deliver to the Collateral Agent and the Collateral Administrator duplicate original copies of all notices,
statements, communications and instruments delivered or required to be delivered to the Borrower pursuant to the Investment Management
Agreement.


 


(4)            Neither
the Borrower nor the Investment Manager will enter into any agreement amending, modifying or terminating the Investment Management
Agreement without (x) complying with the applicable provisions of the Investment Management Agreement, and (y) the consent of
the Requisite Lenders.


 


 (5)            Except
as otherwise set forth herein and therein, the Investment Manager shall continue to serve as Investment Manager under the
Investment Management Agreement notwithstanding that the Investment Manager shall not have received amounts due it under the
Investment Management Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance
with the Priority of Payments. The Investment Manager agrees not to cause the filing of a petition in bankruptcy against the
Borrower for the non-payment of the Investment Management Fees, or other amounts payable by the Borrower to the Investment
Manager under the Investment Management Agreement prior to the date which is one year and one day (or, if longer, the
applicable preference period) after the payment in full of the Loans; provided that nothing in this Section 13 shall
preclude, or be deemed to stop, the Investment Manager (x) from taking any action prior to the expiration of the
aforementioned one year and one day (or longer) period in (A) any case or proceeding voluntarily filed or commenced by the Borrower or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Investment Manager or its Affiliates or (y) from commencing against the Borrower or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding.


 



     127


     


    

 







 


(6)            The
Investment Manager irrevocably submits to the non-exclusive jurisdiction of any federal or New York state court sitting in the
Borough of Manhattan in The City of New York in any action or Proceeding arising out of or relating to the Loans or this Agreement,
and the Investment Manager irrevocably agrees that all claims in respect of such action or Proceeding may be heard and determined
in such federal or New York state court. The Investment Manager irrevocably waives, to the fullest extent it may legally do so,
the defense of an inconvenient forum to the maintenance of such action or Proceeding. The Investment Manager irrevocably consents
to the service of any and all process in any action or Proceeding by the mailing or delivery of copies of such process to it at
the office of the Investment Manager provided for herein. The Investment Manager agrees 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.


 


[Remainder
of page intentionally left blank]


 




     128


     


    



 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.


 





	 	GLADWYNE FUNDING LLC, as the Borrower
	 	 	 
	 	By:	/s/ Edward T. Gallivan Jr.
	 	 	Name: Edward T. Gallivan Jr.
	 	 	Title: Chief Financial Officer




 




     


     


    

 


	 	GOLDMAN SACHS BANK USA, as the 

Administrative Agent and Calculation Agent
	 	 	 
	 	By:	/s/ Joseph McNeila
	 	 	Name: Joseph McNeila
	 	 	Title: Managing Director


 






     


     


    

 


	 	GOLDMAN SACHS BANK USA, as Lender
	 	 	 
	 	By:	/s/ Joseph McNeila
	 	 	Name: Joseph McNeila
	 	 	Title: Managing Director


 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as the Collateral Administrator
	 	 	 
	 	By:	/s/Michael J. Baker
	 	 	Name: Michael J. Baker
	 	 	Title: Vice President


 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as the Collateral Agent
	 	 	 
	 	By:	/s/Michael J. Baker
	 	 	Name: Michael J. Baker
	 	 	Title: Vice President




 







     


     


    

 


APPENDIX
A


 


Lenders
and Commitments


 


	Lender	Commitment	Pro
    Rata Share
	Goldman Sachs
    Bank USA	$475,000,000	100%
	Totals:	$475,000,000	100%


  




    A-1 


     


    

 


APPENDIX
B


 


Notice
Addresses


 


THE
CREDIT PARTIES:


 


GLADWYNE
FUNDING LLC,


as
Borrower:


 


201
Rouse Boulevard


Philadelphia,
PA 19112


 


	Facsimile:	215-339-9131



	E-mail:	credit.notices@fsinvestments.com



	Attention:	FSEP
Portfolio Management



 


GOLDMAN
SACHS BANK USA,


as
Lender:


 


c/o
Goldman, Sachs & Co.


30
Hudson Street, 4th Floor


Jersey
City, NJ 07302


 


	Facsimile:	212-428-4534



	E-mail:	GS-PFI-Servicing@gs.com



	Attention:	Operations



 


GOLDMAN
SACHS BANK USA,


as
Administrative Agent and Calculation Agent:


 


c/o
Goldman, Sachs & Co.


30
Hudson Street, 4th Floor


Jersey
City, NJ 07302


 


	Facsimile:	212-428-4534



	E-mail:	GS-PFI-Servicing@gs.com



	Attention:	Operations



 


And,
with respect to each Dispute, with copies to:


 


	Email:	gs-repo-disputes@gs.com



	Attention:	GS
Credit



 


and


 


	Facsimile:	212-428-4534



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



	Attention:	PFI
Middle Office



 




    B-1 


     


    

 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,


as
Collateral Administrator:


 


Corporate
Trust Services Division


‎9062
Old Annapolis Road‎


Columbia,
MD 21045 ‎


Attention:
CDO Trust Services –‎ Gladwyne Funding LLC


‎Facsimile
No.: (410) 715 3748


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,


as
Collateral Agent:


 


Corporate
Trust Services Division


‎9062
Old Annapolis Road‎


Columbia,
MD 21045 ‎


Attention:
CDO Trust Services –‎ Gladwyne Funding LLC


‎Facsimile
No.: (410) 715 3748


 




    B-2 


     


    

 


APPENDIX
C-1


 


Borrower
Subsidiaries


 


None.


 




    C-1-1 


     


    

 


APPENDIX
C-2


 


List
of Collateral Obligations


 


[to
be attached]


 




    C-1 


     


    

 


SCHEDULE
A


 


Financial
and Other Information


 


	 	Form/Document/
    Certificate	Date
    by which to be delivered
	 	Audited
    consolidated annual financial statements of FS Energy and Power Fund ("FSEP")	Within
    120 days of the end of FSEP's fiscal year
	 	Unaudited
    quarterly financial statements of FSEP	Within
    45 days after the end of each fiscal quarter of FSEP (other than the last fiscal quarter of each fiscal year of FSEP)
	 	Such
    other financial or other information with respect to the Borrower as any Lender may reasonably request from time to time	Within
    five Business Days after request by such Lender
	 	For
    each Non-Private Collateral Obligation, all financial information (other than material non-public information) relating to
    the Obligors on such Underlying Asset and made available by such Obligors to the lenders of record of such Underlying Asset
    in accordance with the documents governing such Underlying Asset, and all Material Amendment Information with respect thereto.	Within
        five Business Days of such information being made available to the Borrower, FSEP or FSEP's affiliates.

         

        Such
        information shall be made available in the Transaction Data Room.

	 	For
    each Private Underlying Asset, all bank syndicate information relating to the Obligors on such Underlying Asset and made available
    by such Obligors to the lenders of record of such Underlying Asset in accordance with the documents governing such Underlying
    Asset (but subject to satisfaction of applicable confidentiality requirements under the documents governing such Underlying
    Asset), and all Material Amendment Information with respect thereto.  For purposes of the foregoing, "bank
    syndicate information" shall not include any material non-public information relating to the Obligors on a Private Underlying
    Asset that not been made available to all of the private-side lenders of record under the documents governing such Underlying
    Asset.	Within
        five Business Days of such information being made available to the Borrower, FSEP or FSEP's affiliates.

         

        Such
        information shall be made available in the Transaction Data Room.

         

         

	 	A
    copy of each Commitment to purchase or sell an Underlying Asset entered into by the Borrower from time to time.	Within
    two Business Days
	 	A
    Financial Covenant Compliance Certificate as of the last day of each fiscal quarter of the Equity Holder	Within
        45 days after the end of each fiscal quarter of FSEP (other than the last fiscal quarter of each fiscal year of FSEP)

         

        Within
        120 days of the end of FSEP's fiscal year



 




    A-1 


     


    

 


EXHIBIT
A


 


Form
of Funding Notice


 


Goldman
Sachs Bank USA,


as
Administrative Agent


c/o
Goldman, Sachs & Co.


30
Hudson Street, 4th Floor


Jersey
City, NJ 07302


	Facsimile:	212-428-4534



	E-mail:	GS-PFI-Servicing@gs.com



	Attention:	Operations



 


With
a copy to:


 


Wells
Fargo Bank, National Association,


as
Collateral Agent


Corporate
Trust Services Division


9062
Old Annapolis Road


Columbia,
MD 21045


Attn:
     CDO Trust Services - Gladwyne Funding LLC


 


Funding
Notice


 


[_________
__], 2019


 


Reference
is made to the Amended and Restated Credit Agreement, dated as of December 2, 2019 (as it may be amended, supplemented or otherwise
modified, the "Credit Agreement"), by and among GLADWYNE FUNDING LLC, as borrower (the "Borrower");
the lenders party thereto from time to time (the "Lenders"); GOLDMAN SACHS BANK USA, as sole lead arranger and
syndication agent; GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the "Administrative Agent")
and calculation agent; WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral administrator (the "Collateral Administrator");
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (the "Collateral Agent"). Capitalized terms used
but not otherwise defined herein have the meanings given to them in the Credit Agreement.


 


Pursuant
to Section 2.1 of the Credit Agreement, the Borrower desires that Lenders make Loans to the Borrower in accordance with the
applicable terms and conditions of the Credit Agreement (the "Credit Extension") on [________ __], 20[•]
(the "Credit Date") in the amount of $[__________].


 


The
Borrower hereby certifies that:


 


(i)       the
principal amount of the Loans to be made in the Credit Extension shall not exceed the undrawn Commitments as at such Credit Date;
and, after giving effect to such Credit Extension, the outstanding principal amount of the Loans does not exceed the lesser of
(x) the Adjusted USD Facility Amount and (y) the Borrowing Base at such time;


 


(ii)      as
of the Credit Date, the representations and warranties contained in the Credit Agreement and in the other Transaction Documents
shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided
that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof;


 






     


     


    

 


(iii)     as
of the Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit
Extension that would constitute a Default or an Event of Default; and


 


(iv)     each
of the other conditions set forth Section 3.2 of the Credit Agreement shall be satisfied as of such date.


 


The
accounts to which the proceeds of the Loans requested on the Credit Date are to be made available by Administrative Agent to the
Borrower will be determined pursuant to the terms of the Credit Agreement.


 


Date:
[mm/dd/yy]


 





	 	BORROWER:
	 	 	 
	 	GLADWYNE FUNDING LLC, as Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




     


     


    

 


EXHIBIT
B-1


 


FORM
OF U.S. TAX COMPLIANCE CERTIFICATE 


(For
Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Amended and Restated Credit Agreement, dated as of December 2, 2019 (as it may be amended, supplemented or otherwise
modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein
as therein defined), by and among GLADWYNE FUNDING LLC, as borrower (the "Borrower"); the lenders party thereto
from time to time (the "Lenders"); GOLDMAN SACHS BANK USA, as sole lead arranger and syndication agent; GOLDMAN
SACHS BANK USA, as administrative agent (in such capacity, the "Administrative Agent") and calculation agent;
WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral administrator (the "Collateral Administrator"); and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (the "Collateral Agent").


 


Pursuant
to the provisions of Section 2.15(c) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole
record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing
this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (c) it
is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (d) it
is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The
undersigned has furnished Administrative Agent, the Collateral Agent and the Borrower with two copies of a certificate of its
non-U.S. Person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees
that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower,
the Collateral Agent and Administrative Agent in writing, and (b) the undersigned shall have at all times furnished the Borrower,
the Collateral Agent and Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 





	 	[NAME OF LENDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	Date:	[__________ __], 20[__]




 




     


     


    

 


EXHIBIT
B-2


 


FORM
OF U.S. TAX COMPLIANCE CERTIFICATE


(For
Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Amended and Restated Credit Agreement, dated as of December 2, 2019 (as it may be amended, supplemented or otherwise
modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein
as therein defined), by and among GLADWYNE FUNDING LLC, as borrower (the "Borrower"); the lenders party thereto
from time to time (the "Lenders"); GOLDMAN SACHS BANK USA, as sole lead arranger and syndication agent; GOLDMAN
SACHS BANK USA, as administrative agent (in such capacity, the "Administrative Agent") and calculation agent;
WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral administrator (the "Collateral Administrator"); and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (the "Collateral Agent").


 


Pursuant
to the provisions of Section 2.15(c) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole
record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (c) it is not a ten percent shareholder of the Borrower
within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (d) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The
undersigned has furnished its participating Lender with two copies of a certificate of its non-U.S. Person status on Internal
Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (a) if the information
provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (b) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 





	 	[NAME OF PARTICIPANT]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	Date:	[__________ __], 20[__]




 




     


     


    

 


EXHIBIT
B-3


 


FORM
OF U.S. TAX COMPLIANCE CERTIFICATE


(For
Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Amended and Restated Credit Agreement, dated as of December 2, 2019 (as it may be amended, supplemented or otherwise
modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein
as therein defined), by and among GLADWYNE FUNDING LLC, as borrower (the "Borrower"); the lenders party thereto
from time to time (the "Lenders"); GOLDMAN SACHS BANK USA, as sole lead arranger and syndication agent; GOLDMAN
SACHS BANK USA, as administrative agent (in such capacity, the "Administrative Agent") and calculation agent;
WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral administrator (the "Collateral Administrator"); and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (the "Collateral Agent").


 


Pursuant
to the provisions of Section 2.15(c) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole
record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members
are the sole beneficial owners of such participation, (c) with respect such participation, neither the undersigned nor any
of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (d) none of its
direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of
the Internal Revenue Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related
to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The
undersigned has furnished its participating Lender with two original copies of Internal Revenue Service Form W-8IMY accompanied
by two copies of one of the following forms from each of its partners/members that is claiming the portfolio interest exemption:
(a) an Internal Revenue Service Form W-8BEN or W-8BEN-E or (b) an Internal Revenue Service Form W-8IMY accompanied by
an Internal Revenue Service Form W-8BEN or W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the
portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided
on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (ii) the undersigned shall
have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 





	 	[NAME OF PARTICIPANT]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Date:	[__________ __], 20[__]


 







     


     


    

 


EXHIBIT
B-4


 


FORM
OF U.S. TAX COMPLIANCE CERTIFICATE


(For
Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Amended and Restated Credit Agreement, dated as of December 2, 2019 (as it may be amended, supplemented or otherwise
modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein
as therein defined), by and among GLADWYNE FUNDING LLC, as borrower (the "Borrower"); the lenders party thereto
from time to time (the "Lenders"); GOLDMAN SACHS BANK USA, as sole lead arranger and syndication agent; GOLDMAN
SACHS BANK USA, as administrative agent (in such capacity, the "Administrative Agent") and calculation agent;
WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral administrator (the "Collateral Administrator"); and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (the "Collateral Agent").


 


Pursuant
to the provisions of Section 2.15(c) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole
record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(b) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing
such Loan(s)), (c) with respect to the extension of credit pursuant to the Credit Agreement or any other Transaction Document,
neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue
Code, (d) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning
of Section 871(h)(3)(B) of the Internal Revenue Code and (e) none of its direct or indirect partners/members is a controlled
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The
undersigned has furnished Administrative Agent, the Collateral Agent and the Borrower with two copies of Internal Revenue Service
Form W-8IMY accompanied by two copies of one of the following forms from each of its partners/members that is claiming the portfolio
interest exemption: (a) an Internal Revenue Service Form W-8BEN or W-8BEN-E or (b) an Internal Revenue Service Form
W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E from each of such partner's/member's beneficial owners
that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the
information provided on this certificate changes, the undersigned shall promptly so inform the Borrower, the Collateral Agent
and Administrative Agent in writing, and (ii) the undersigned shall have at all times furnished the Borrower, the Collateral
Agent and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 





	 	[NAME
OF LENDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Date:	[__________ __], 20[__]


 




     


     


    

 


EXHIBIT
C


 


FORM
OF ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This
Assignment and Assumption Agreement (this "Assignment") is dated as of the Effective Date set forth below and
is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert
name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made
a part of this Assignment as if set forth herein in full.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement,
as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor's rights and obligations
in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations
under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline
loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest").
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation
or warranty by the Assignor.


 


	1.	Assignor:	______________________	 
	2.	Assignee:	______________________

        Markit
        Entity Identifier (if any): ______________________

         

	3.	Borrower:	Gladwyne
    Funding LLC
	4.	Administrative
    Agent:	Goldman
    Sachs Bank USA, as the administrative agent under the Credit Agreement
	5.	Credit Agreement:	The
        Amended and Restated Credit Agreement dated as of December 2, 2019 (as it may be amended, supplemented or otherwise modified,
        the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein
        as therein defined), by and among the Borrower, the lenders party thereto from time to time, Goldman Sachs Bank USA, as
        Sole Lead Arranger, Calculation Agent, Syndication Agent and Administrative Agent, Wells Fargo Bank, National Association,
        as Collateral Administrator, and Wells Fargo Bank, National Association, as Collateral Agent.

         

	6.	Assigned
    Interest[s]:


 






    1 


     


    

 


	Aggregate
        Amount of 

Commitment Loans

        for
        all Lenders
	Amount
    of 

Commitment/ Loans 

Assigned	Percentage
    Assigned of 

    Commitment/ Loans1
	$______________	$______________	____________%


 


Effective
Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION
OF TRANSFER IN THE REGISTER THEREFOR.]


 


		7.	Notice
                                         and Wire Instructions:



 


	[NAME
        OF ASSIGNOR]

         

        Notices:

         

        _________________________

        _________________________

        _________________________

        Attention:

        Telecopier:

         

        with
        a copy to:

        _________________________

        _________________________

        _________________________

        Attention:

        Telecopier:

         

        Wire
        Instructions:
	[NAME
        OF ASSIGNEE]

         

        Notices:

         

        _________________________

        _________________________

        _________________________

        Attention:

        Telecopier:

         

        with
        a copy to:

        _________________________

        _________________________

        _________________________

        Attention:

        Telecopier:

         

        Wire
        Instructions:

         



 


 






		1	Set
forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder.



 




    2 


     


    

 


The
terms set forth in this Assignment are hereby agreed to:


 





	 	ASSIGNOR
	 	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	 
	 	ASSIGNEE
	 	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	 	Title:







 


[Consented
to:]2


 


BORROWER:


 


GLADWYNE
FUNDING LLC,


a
Delaware limited liability company


 





	By:	 	 
	 	Name:	 
	 	Title:	 




 


 









	2	To
    the extent required under Section 11.6(c) of the Credit Agreement.




 




    3 


     


    

 


ANNEX 1


 


STANDARD
TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT


 


		1.	Representations
                                         and Warranties.



 


		1.1	Assignor.
                                         The Assignor (a) represents and warrants that (i) it is the legal and beneficial
                                         owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
                                         any lien, encumbrance or other adverse claim, and (iii) it has full power and authority,
                                         and has taken all action necessary, to execute and deliver this Assignment and to consummate
                                         the transactions contemplated hereby; and (b) assumes no responsibility with respect
                                         to (i) any statements, warranties or representations made in or in connection with
                                         any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness,
                                         sufficiency or value of the Credit Agreement or any other instrument or document delivered
                                         pursuant thereto, other than this Assignment (herein collectively the "Credit
                                         Documents"), or any collateral thereunder, (iii) the financial condition
                                         of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated
                                         in respect of any Credit Document or (iv) the performance or observance by Borrower,
                                         any of its Subsidiaries or Affiliates or any other Person of any of their respective
                                         obligations under any Credit Document.



 


		1.2	Assignee.
                                         The Assignee (a) represents and warrants that (i) it has full power and authority,
                                         and has taken all action necessary, to execute and deliver this Assignment and to consummate
                                         the transactions contemplated hereby and to become a Lender under the Credit Agreement,
                                         (ii) it is not a Natural Person, (iii) from and after the Effective Date, it
                                         shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned
                                         Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated
                                         with respect to decisions to acquire assets of the type represented by the Assigned Interest
                                         and either it, or the Person exercising discretion in making its decision to acquire
                                         the Assigned Interest, is experienced in acquiring assets of such type, (v) it has
                                         received a copy of the Credit Agreement, and has received or has been accorded the opportunity
                                         to receive copies of the most recent financial statements delivered pursuant to Schedule
                                         A thereof, as applicable, and such other documents and information as it deems appropriate
                                         to make its own credit analysis and decision to enter into this Assignment and to purchase
                                         the Assigned Interest, (vi) it has, independently and without reliance upon Administrative
                                         Agent or any other Lender and based on such documents and information as it has deemed
                                         appropriate, made its own credit analysis and decision to enter into this Assignment
                                         and to purchase the Assigned Interest, and (vii) if it is a Non-US Lender, attached
                                         to this Assignment is any documentation required to be delivered by it pursuant to the
                                         terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
                                         that (i) it will, independently and without reliance on Administrative Agent, the
                                         Assignor or any other Lender, and based on such documents and information as it shall
                                         deem appropriate at the time, continue to make its own credit decisions in taking or
                                         not taking action under the Credit Documents, and (ii) it will perform in accordance
                                         with their terms all of the obligations which by the terms of the Credit Documents are
                                         required to be performed by it as a Lender.



 


		2.	Payments.
                                         All payments with respect to the Assigned Interests shall be made on the Effective Date
                                         as follows:



 


		2.1	From
                                         and after the Effective Date, Administrative Agent shall make all payments in respect
                                         of the Assigned Interest (including payments of principal, interest, fees and other amounts)
                                         to the Assignor for amounts which have accrued to but excluding the Effective Date and
                                         to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding
                                         the foregoing, Administrative Agent shall make all payments of interest, fees or other
                                         amounts paid or payable in kind from and after the Effective Date to the Assignee.



 






    C-1 


     


    

 


		3.	General
                                         Provisions. This Assignment shall be binding upon, and inure to the benefit of, the
                                         parties hereto and their respective successors and assigns. This Assignment may be executed
                                         in any number of counterparts, which together shall constitute one instrument. Delivery
                                         of an executed counterpart of a signature page of this Assignment by telecopy shall be
                                         effective as delivery of a manually executed counterpart of this Assignment. This Assignment
                                         shall be governed by, and construed in accordance with, the internal laws of the State
                                         of New York without regard to conflict of laws principles thereof. In connection with
                                         any dispute arising hereunder or in connection with this Assignment, each party hereto
                                         consents and submits to the exclusive jurisdiction of any federal court of the United
                                         States of America sitting in the Borough of Manhattan or, if that court does not have
                                         subject matter jurisdiction, in any state court located in the city and county of New
                                         York.



 


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of page intentionally left blank]


 




    2 


     


    

 


EXHIBIT
D-1


 


Form
of Request for Consent


 


	To:	Goldman
                                         Sachs Bank USA, as Administrative Agent



 


	Email:	gs-pfi-mo-confidential@ny.email.gs.com



	 	ficc-pfi-trading-ops@ny.email.gs.com



 


	CC:	Wells
Fargo Bank, National Association, as Collateral Agent under the Credit Agreement referred to below



	 	Corporate
Trust Services Division



		9062
Old Annapolis Road



		Columbia,
MD 21045



		Attn:
     CDO Trust Services - Gladwyne Funding LLC



 


	Date:	[__________
__, 20__]



 


	Re:	Credit
                                         Agreement – Acquisitions of Collateral Obligations



 


Reference
is made to the Amended and Restated Credit Agreement dated as [•], 2019 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement") between Gladwyne Funding LLC (the "Borrower"), the Lenders
party thereto from time to time, Goldman Sachs Bank USA, as Administrative Agent and Calculation Agent, Wells Fargo Bank, National
Association, as Collateral Administrator, and Wells Fargo Bank, National Association, as Collateral Agent (the "Collateral
Agent"). Except as otherwise defined in this letter, capitalized terms used in this letter have the meaning given to
them in the Credit Agreement.


 


Pursuant
to Section 8.2 to the Credit Agreement, the Borrower hereby requests that the Lenders consent to the Borrower's acquisition of
the Collateral Obligation(s) identified in the table below:


 


	 	Collateral
    Obligation/ 

LoanX ID	Issuer	Par
    Amount 

proposed to be 

Purchased	Proposed
    

Purchase 

Price (% of 

par)	First
    Lien Loan 

or Second 

Lien
	1.	 	 	 	 	 
	2.	 	 	 	 	 
	3.	 	 	 	 	 


 


		Very
truly yours,
	 	 
		GLADWYNE
FUNDING LLC



 




    D-1-1 


     


    

 


EXHIBIT
D-2


 


Form
of Consent to Acquisition


 


	To:	Gladwyne
Funding LLC



 


	CC:	Wells
Fargo Bank, National Association, as Collateral Agent under the Credit Agreement referred to below



		Corporate
Trust Services Division



		9062
Old Annapolis Road



		Columbia,
MD 21045



		Attn:
     CDO Trust Services - Gladwyne Funding LLC



 


	Date:	[__________
__, 20__]



 


	Re:	Credit
                                         Agreement – Acquisitions of Collateral Obligations



 


Reference
is made to the Amended and Restated Credit Agreement dated as [•], 2019 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement") between Gladwyne Funding LLC (the "Borrower"), the Lenders
party thereto from time to time, Goldman Sachs Bank USA, as Administrative Agent and Calculation Agent, Wells Fargo Bank, National
Association, as Collateral Administrator, and Wells Fargo Bank, National Association, as Collateral Agent (the "Collateral
Agent"). Except as otherwise defined in this letter, capitalized terms used in this letter have the meaning given to
them in the Credit Agreement.


 


Pursuant
to Section 8.2 to the Credit Agreement, Goldman Sachs Bank USA, as Administrative Agent, notifies the Borrower that it has consented
to the Borrower's acquisition of the Collateral Obligation(s) identified in the table below and designates (with the Borrower)
each such Collateral Obligation as a "Private Collateral Obligation" or a "Non-Private Collateral Obligation"
as noted below:


 


	 	Collateral
    

Obligation/ 

LoanX ID	Issuer	Par
    Amount 

proposed to 

be Purchased	Proposed
    

Purchase 

Price (% of 

par)	First
    Lien 

Loan or 

Second 

Lien	Private
    or 

Non-Private 

Collateral 

Obligation
	1.	 	 	 	 	 	 
	2.	 	 	 	 	 	 
	3.	 	 	 	 	 	 


 


		Very
truly yours,
	 	 
		GOLDMAN
SACHS BANK USA, as Administrative Agent



 




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EXHIBIT
E


 


Forms
of Cooperation Agreements


 




    E-1 


     


    

 


EXHIBIT
F


 


Form
of Lender Information Request


 


	To:	Wells
Fargo Bank, National Association, as Collateral Agent under the Credit Agreement referred to below



		Corporate
Trust Services Division



		9062
Old Annapolis Road



		Columbia,
MD 21045



		Attn:
     CDO Trust Services - Gladwyne Funding LLC



 


	Date:	[__________
__, 20__]



 


	Re:	Credit
                                         Agreement – Lender Information Request



 


Ladies
and Gentlemen:


 


Reference
is made to the Amended and Restated Credit Agreement dated as [•], 2019 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement") between Gladwyne Funding LLC (the "Borrower"), the Lenders
party thereto from time to time, Goldman Sachs Bank USA, as Administrative Agent and Calculation Agent, Wells Fargo Bank, National
Association, as Collateral Administrator, and Wells Fargo Bank, National Association, as Collateral Agent (the "Collateral
Agent"). Except as otherwise defined in this letter, capitalized terms used in this letter have the meaning given to
them in the Credit Agreement.


 


The
undersigned hereby certifies that it is a Lender under the Credit Agreement and hereby requests the Collateral Agent to provide
to it (or its designated nominee set forth below) at the following address or with respect to certain monthly accounting reports
or certain other accounting reports, grant it access, via a protected password, to such information at the Collateral Agent's
websites in order to view posting of the Valuation Reports and any other information requested by the Lender pursuant to Section
6.7.


 





	 	[NAME OF LENDER]
	 	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 
	 	 	Print Name Here



 


	 	Address:	 
	 	 	 
	 	 	 




 




    F-1 


     


    

 


EXHIBIT
G


 


Form
of Margining Agreement


 




    G-1 


     


    

 


EXHIBIT
H


 


Form
of Borrower Power of Attorney


 


IRREVOCABLE
POWER OF ATTORNEY


 


GLADWYNE
FUNDING LLC, as Borrower


 


[__________
__], 2019


 


Reference
is made to the Amended and Restated Credit Agreement, dated as of December 2, 2019 (as it may be amended, supplemented or otherwise
modified, the "Credit Agreement"), by and among GLADWYNE FUNDING LLC, as borrower (the "Borrower");
the lenders party thereto from time to time (the "Lenders"); GOLDMAN SACHS BANK USA, as sole lead arranger and
syndication agent; GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the "Administrative Agent")
and calculation agent; WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral administrator (the "Collateral Administrator");
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (the "Collateral Agent"). Capitalized terms used
but not otherwise defined herein have the meanings given to them in the Credit Agreement.


 


1.       Appointment.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the "Appointing
Party") does irrevocably appoint the Collateral Agent (such appointment being coupled with an interest) as its attorney-in-fact,
with full authority in the place and stead of the Appointing Party and in the name of the Appointing Party, the Collateral Agent
or otherwise, from time to time, after the occurrence and during the continuation of an Event of Default, to take in the Collateral
Agent's discretion (acting at the written direction of the Requisite Lenders), any action and to execute any instrument that the
Requisite Lenders may deem reasonably necessary or advisable to accomplish the purposes of this Power of Attorney, including,
without limitation, the following (in each case at the written direction of the Requisite Lenders):


 


(a)       only
following the acceleration of the Obligations pursuant to Section 9 of the Credit Agreement or the failure of the Investment Manager
to comply with any directions of the Requisite Lenders pursuant to Section 8.1(h) of the Credit Agreement, to ask for, demand,
collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect
of any of the Collateral;


 


(b)       only
following the acceleration of the Obligations pursuant to Section 9 of the Credit Agreement or the failure of the Investment Manager
to comply with any directions of the Requisite Lenders pursuant to Section 8.1(h) of the Credit Agreement, to receive, endorse
and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above;


 


(c)       only
following the acceleration of the Obligations pursuant to Section 9 of the Credit Agreement or the failure of the Investment Manager
to comply with any directions of the Requisite Lenders pursuant to Section 8.1(h) of the Credit Agreement, to file any claims
or take any action or institute any proceedings that may be necessary or desirable for the collection of any of the Collateral
or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;


 


(d)       to
prepare and file any UCC financing statements against the Appointing Party as debtor and the Appointing Party authorizes the Collateral
Agent to file UCC financing statements describing the Collateral as "all assets" or "all personal property and
fixtures" of the Appointing Party (provided that no such description shall be deemed to modify the definition of Collateral);


 


(e)       to
execute, deliver and perfect all documents and to take or cause to be taken all actions that the Collateral Agent considers to
be reasonably required or desirable to perform or comply or cause performance or compliance with the terms of this Agreement and
to exercise or cause to be exercised the powers set forth herein, including, without limitation paying or discharging taxes or
Liens levied or placed upon or threatened against the Collateral (the legality or validity thereof and the amounts necessary to
discharge the same to be determined by the Requisite Lenders and any such payments to become obligations of the Appointing Party,
due and payable immediately without demand); and


 






    H-1-1 


     


    

 








(f)       only
following the acceleration of the Obligations pursuant to Section 9 of the Credit Agreement or the failure of the Investment Manager
to comply with any directions of the Requisite Lenders pursuant to Section 8.1(h) of the Credit Agreement, generally to sell,
transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and
completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s
option and the Appointing Party's expense, at any time or from time to time, all acts and things that may be reasonably necessary
to protect, preserve or realize upon the Collateral and the Collateral Agent's security interest therein in order to effect the
intent of the Credit Agreement, all as fully and effectively as the Appointing Party might do.


 


Neither
the Collateral Agent, nor any affiliate thereof, shall incur any liability to the Appointing Party or any other Person in connection
with any sale effected in accordance with this power of attorney, the terms of any Credit Document (except, in each case, as provided
in the relevant Credit Document).


 


2.       Amendments.
No amendment, modification or waiver in respect of this power of attorney will be effective unless in writing (including a writing
evidenced by a facsimile transmission) and executed by each of the Collateral Agent and the Appointing Party.


 


3.       Counterparts.
This power of attorney (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts
(including by facsimile transmission and e-mail correspondence), each of which will be deemed an original.


 


4.       Term.
This power of attorney shall terminate upon the payment in full of all Obligations.


 


5.       Governing
Law. THIS POWER OF ATTORNEY AND ANY MATTER ARISING AMONG THE PARTIES UNDER OR IN CONNECTION WITH THIS POWER OF ATTORNEY
(WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


6.       Jurisdiction.
With respect to any suit, action or proceedings relating to this power of attorney or any matter among the parties arising under
or in connection with this power of attorney ("Proceedings"), each party irrevocably: (i) submits to the non-exclusive
jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in
New York City; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in
any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right
to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this power
of attorney precludes either party from bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in
any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 


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


 






    H-1-2 


     


    

 


8.       Powers
and Immunities, Etc. In connection with the acceptance of this power of attorney and the execution of any action in connection
therewith, the Collateral Agent shall be entitled to all of right, protections, immunities and indemnities set forth in the Credit
Agreement subject to the limitations set forth therein.


 


[remainder
of page intentionally blank]


 




    H-1-3 


     


    

 


IN
WITNESS WHEREOF, we have set our hands as of the date first written above.


 





	 	APPOINTING PARTY:
	 	 	 
	 	GLADWYNE FUNDING LLC, as Borrower
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 







    H-1-4 


     


    

 


EXHIBIT
I


 


Form
of Financial Covenant Compliance Certificate


 


This
FINANCIAL COVENANT COMPLIANCE CERTIFICATE is given by the undersigned [officers] of Gladwyne Funding LLC (the "Borrower")
and FS Energy and Power Fund (the "Equity Holder") pursuant to that certain Amended and Restated Credit Agreement
dated as of December 2, 2019 (as it may be amended, supplemented or otherwise modified, the "Credit Agreement")
by and among the Borrower; the lenders party thereto from time to time (the "Lenders"); GOLDMAN SACHS BANK USA,
as sole lead arranger and syndication agent; GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the "Administrative
Agent"); WELLS FARGO Bank, National associaiton, as collateral administrator
and as collateral agent (in such capacity, the "Collateral Agent"). Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.


 


An
Officer of the Borrower and the Equity Holder each hereby certifies as of [______ __], 20[__] that:


 


	1.	Asset
    Coverage Ratio:	 
	 	A. 	The Asset Coverage Ratio of the Equity Holder is:	___________


 


	2.	Shareholders'
    Equity:	 
	 	A. 	The Shareholders' Equity of the Equity Holder as of
[______ __ ], 20[__] is:	$___________
	 	B. 	The Shareholders' Equity as of the Effective Date is:	$___________
	 	C.  	Amounts paid by the Equity Holder to purchase shares
of common stock in connection with a Tender Offer:	$___________
	 	D. 	The difference between (x) B and (y) the lesser of C
and $250,000,000:	$___________
	 	E.  	65% of D:	$___________
	 

         
	F. 	50% of the net proceeds of the sale of Equity Interests
by the Equity Holder and its Subsidiaries after the Effective Date (other than proceeds of any distribution or dividend reinvestment
plan):	$___________
	 	G.  	The sum of E and F:	$___________



 



    I-1 


     


    

 





	 	GLADWYNE FUNDING LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	FS ENERGY AND POWER FUND
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 






    I-2