Exhibit 10.1


 





EXECUTION VERSION


 


 



 


CREDIT AGREEMENT


 


dated as of April 14, 2020


 


among


 


ORCC II Financing II LLC, 

as Borrower,


 


the Lenders Referred to Herein, 


 


Natixis, New York Branch, 

as Administrative Agent,


 


and


 


State Street Bank and Trust Company,

as Collateral Agent, Collateral Administrator, Custodian


 


and


 


Cortland Capital Market Services LLC

Document Custodian


 


 



 



     


     


    

 


TABLE OF CONTENTS


 




	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND INTERPRETATION	2
	 	 	 
	 	Section 1.1	Definitions	2
	 	Section 1.2	Accounting Terms and Determinations and UCC Terms	62
	 	Section 1.3	Assumptions and Calculations with respect to Collateral Loans	62
	 	Section 1.4	Cross-References; References to Agreements	65
	 	Section 1.5	Reference to Secured Parties	65
	 	 	 	 
	ARTICLE II THE LOANS	66
	 	 	 
	 	Section 2.1	The Commitments	66
	 	Section 2.2	Making of the Loans	66
	 	Section 2.3	Evidence of Indebtedness; Notes	67
	 	Section 2.4	Maturity of Loans	68
	 	Section 2.5	Interest Rates	68
	 	Section 2.6	Commitment Fees.	69
	 	Section 2.7	Reduction of Commitments; Conversion; Prepayments	70
	 	Section 2.8	General Provisions as to Payments	73
	 	Section 2.9	Funding Losses	74
	 	Section 2.10	Computation of Interest and Fees	74
	 	Section 2.11	No Cancellation of Indebtedness	74
	 	Section 2.12	Loan Held by Borrower Affiliated Holders	74
	 	 	 	 
	ARTICLE III CONDITIONS TO BORROWINGS	75
	 	 	 
	 	Section 3.1	Effectiveness of Commitments	75
	 	Section 3.2	Borrowings and Issuance	77
	 	Section 3.3	Borrowings and Issuance	79
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BORROWER	80
	 	 	 
	 	Section 4.1	Existence and Power	80
	 	Section 4.2	Power and Authority	80
	 	Section 4.3	No Violation	80
	 	Section 4.4	Litigation	81
	 	Section 4.5	Compliance with ERISA	81
	 	Section 4.6	Environmental Matters	81
	 	Section 4.7	Taxes	81
	 	Section 4.8	Full Disclosure	82
	 	Section 4.9	Solvency	82
	 	Section 4.10	Use of Proceeds; Margin Regulations	82
	 	Section 4.11	Governmental Approvals	82
	 	Section 4.12	Investment Company Act	82
	 	Section 4.13	Representations and Warranties in Loan Documents	82
	 	Section 4.14	Ownership of Assets	83
	 	Section 4.15	No Default	83
	 	Section 4.16	Labor Matters	83



 



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	 	Section 4.17	Subsidiaries/Equity Interests	83
	 	Section 4.18	Ranking	83
	 	Section 4.19	Representations Concerning Collateral	83
	 	Section 4.20	Ordinary Course	83
	 	Section 4.21	Anti-Money Laundering and Anti-Terrorism Finance Laws	84
	 	Section 4.22	Anti-Corruption Laws	84
	 	Section 4.23	Sanctions Laws	84
	 	 	 	 
	ARTICLE V AFFIRMATIVE AND NEGATIVE COVENANTS OF THE BORROWER	85
	 	 	 
	 	Section 5.1	Information	85
	 	Section 5.2	Payment of Obligations	88
	 	Section 5.3	Employees	88
	 	Section 5.4	Good Standing	88
	 	Section 5.5	Compliance with Laws	88
	 	Section 5.6	Inspection of Property, Books and Records; Audits; Etc.	88
	 	Section 5.7	Existence	89
	 	Section 5.8	Subsidiaries; Equity Interest	89
	 	Section 5.9	Investments	89
	 	Section 5.10	Restriction on Fundamental Changes	89
	 	Section 5.11	ERISA	90
	 	Section 5.12	Liens	90
	 	Section 5.13	Business Activities	90
	 	Section 5.14	Fiscal Year; Fiscal Quarter	90
	 	Section 5.15	Anti-Money Laundering and Anti-Terrorism Finance Laws; Foreign Corrupt Practices Act; Sanctions Laws	90
	 	Section 5.16	Indebtedness	90
	 	Section 5.17	Use of Proceeds	91
	 	Section 5.18	Bankruptcy Remoteness; Separateness	91
	 	Section 5.19	Amendments, Modifications and Waivers to Collateral Loans	92
	 	Section 5.20	Hedging	93
	 	Section 5.21	Title Covenants	94
	 	Section 5.22	Further Assurances	94
	 	Section 5.23	Costs of Transfer Taxes and Expenses	95
	 	Section 5.24	Collateral Agent May Perform	95
	 	Section 5.25	Notice of Name Change	95
	 	Section 5.26	Delivery of Related Contracts	96
	 	Section 5.27	Delivery of Proceeds	96
	 	Section 5.28	Performance of Obligations	96
	 	Section 5.29	Limitation on Dividends	96
	 	Section 5.30	Renewal of Credit Estimates	96
	 	Section 5.31	Annual Rating Review	96
	 	Section 5.32	Amendment to Loan Documents	96
	 	Section 5.33	Transactions With Affiliates	96
	 	Section 5.34	Reports by Independent Accountants	97
	 	Section 5.35	Tax Matters as to the Borrower	98
	 	Section 5.36	Retention Letter	99
	 	Section 5.37	Pool Concentrations	99



 



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	 	Section 5.38	Beneficial Ownership Certification	99
	 	Section 5.39	Changes to Certain Concentration Limitations	99
	 	 	 	 
	ARTICLE VI EVENTS OF DEFAULT	100
	 	 	 
	 	Section 6.1	Events of Default	100
	 	Section 6.2	Remedies	103
	 	Section 6.3	Additional Collateral Provisions	104
	 	Section 6.4	Application of Proceeds	108
	 	Section 6.5	Capital Contributions	109
	 	 	 	 
	ARTICLE VII THE AGENTS	110
	 	 	 
	 	Section 7.1	Appointment and Authorization	110
	 	Section 7.2	Agents and Affiliates	110
	 	Section 7.3	Actions by Agent	110
	 	Section 7.4	Delegation of Duties; Consultation with Experts	110
	 	Section 7.5	Limitation of Liability of Agents	111
	 	Section 7.6	Indemnification	115
	 	Section 7.7	Credit Decision	115
	 	Section 7.8	Successor Agent	115
	 	 	 	 
	ARTICLE VIII ACCOUNTS AND COLLATERAL	116
	 	 	 
	 	Section 8.1	Collection of Money	116
	 	Section 8.2	Collection Account	118
	 	Section 8.3	Payment Account; Future Funding Reserve Account; Interest Reserve Account; Lender Collateral Account; Closing Expense Account	121
	 	Section 8.4	Custodial Account	126
	 	Section 8.5	Acquisition of Collateral Loans and Eligible Investments	127
	 	Section 8.6	Release of Security Interest in Sold Collateral Loans and Eligible Investments; Release of Security Interests Upon Termination	127
	 	Section 8.7	Method of Collateral Transfer	128
	 	Section 8.8	Continuing Liability of the Borrower	129
	 	Section 8.9	Reports	130
	 	 	 	 
	ARTICLE IX APPLICATION OF MONIES	131
	 	 	 
	 	Section 9.1	Disbursements of Funds from Payment Account	131
	 	 	 	 
	ARTICLE X SALE OF COLLATERAL LOANS; ELIGIBILITY CRITERIA; CONDITIONS TO SALES AND PURCHASES	135
	 	 	 
	 	Section 10.1	Sale of Collateral Loans	135
	 	Section 10.2	Eligibility Criteria	138
	 	Section 10.3	Conditions Applicable to all Sale and Purchase Transactions	138
	 	 	 	 
	ARTICLE XI CHANGE IN CIRCUMSTANCES	139
	 	 	 
	 	Section 11.1	Basis for Determining Interest Rate Inadequate or Unfair; LIBOR Transition Event	139
	 	Section 11.2	Illegality	140
	 	Section 11.3	Increased Cost and Reduced Return	141
	 	Section 11.4	Taxes	142
	 	Section 11.5	Replacement of Lenders	147



 



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	ARTICLE XII MISCELLANEOUS	148
	 	 	 
	 	Section 12.1	Notices	148
	 	Section 12.2	No Waivers	149
	 	Section 12.3	Expenses; Indemnification	149
	 	Section 12.4	Sharing of Set-Offs	150
	 	Section 12.5	Amendments and Waivers	151
	 	Section 12.6	Successors and Assigns	152
	 	Section 12.7	Collateral; QP Status	155
	 	Section 12.8	Governing Law; Submission to Jurisdiction	155
	 	Section 12.9	Marshalling; Recapture	156
	 	Section 12.10	Counterparts; Integration; Effectiveness	156
	 	Section 12.11	Waiver of Jury Trial	156
	 	Section 12.12	Survival	157
	 	Section 12.13	Domicile of Loans	157
	 	Section 12.14	Limitation of Liability	157
	 	Section 12.15	Recourse; Non-Petition	157
	 	Section 12.16	Confidentiality	158
	 	Section 12.17	Special Provisions Applicable to CP Lenders	158
	 	Section 12.18	Direction of Collateral Agent	160
	 	Section 12.19	Borrowings/Loans Made in the Ordinary Course of Business	160
	 	Section 12.20	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	160
	 	Section 12.21	PATRIOT Act	161
	 	Section 12.22	Severability	161
	 	Section 12.23	Acknowledgement Regarding Any Supported QFCs	161
	 	 	 	 
	ARTICLE XIII ASSIGNMENT OF CORPORATE SERVICES AGREEMENT AND SALE AND CONTRIBUTION AGREEMENT	163
	 	 	 
	 	Section 13.1	Assignment of Corporate Services Agreement and Sale and Contribution Agreement	163
	 	 	 	 
	ARTICLE XIV THE DOCUMENT CUSTODIAN	165
	 	 	 
	 	Section 14.1	The Document Custodian	165
	 	Section 14.2	Document Custodian Compensation	168
	 	Section 14.3	Limitation on Liability	168
	 	Section 14.4	Document Custodian Resignation	169
	 	Section 14.5	Release of Documents	169
	 	Section 14.6	Return of Related Contracts	170
	 	Section 14.7	Access to Certain Documentation and Information Regarding the Related Contracts	170
	 	Section 14.8	Custodian Agent	170
	 	Section 14.9	Removal and Resignation	171


 



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SCHEDULES AND EXHIBITS


 


Schedule A - Approved Appraisal Firms 


Schedule B - S&P Industry Classifications


Schedule C - Diversity Score Calculation


Schedule D - S&P Recovery Rate and
Default Rate Tables


Schedule E - S&P Recovery Rate Matrix


Schedule F - S&P Weighted Average Life
Matrix

Schedule G - Lender Commitment Amounts


 


Exhibit A - Form of Note for Loans


Exhibit B - Form of Notice of Borrowing


Exhibit C - Form of Assignment and Assumption
Agreement


Exhibit D - Scope of Collateral Report


Exhibit E - Scope of Payment Date Report


Exhibit F - Scope of Asset-Level Reporting
to Lenders


Exhibit G - Form of Retention Letter


Exhibit H - Form of Related Contract Document
Request


Exhibit I - Form of Tax Compliance Certificate


Exhibit J - Form of Document Checklist

Exhibit K - Authorized Representatives of Services Provider

Exhibit L – Form of Prepayment/Commitment Reduction Notice

Exhibit M - Form of Financial Statement Certificate of an Authorized Officer of the Borrower pursuant to Section 5.1(b)


 



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CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT
dated as of April 14, 2020, is entered into by and among ORCC II FINANCING II LLC a Delaware limited liability company, as Borrower,
the Lenders party hereto from time to time, NATIXIS, NEW YORK BRANCH, as Administrative Agent, STATE STREET BANK AND TRUST COMPANY,
as Collateral Agent, Collateral Administrator and Custodian, and CORTLAND CAPITAL MARKET SERVICES LLC, as Document Custodian.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower
desires that the Revolving Lenders make Revolving Loans, on a revolving basis and the Term Lenders make Term Loans, in each case
to the Borrower on the terms and subject to the conditions set forth in this Agreement, and each Lender is willing to make Loans
to the Borrower on the terms and subject to the conditions set forth in this Agreement;


 


WHEREAS, the proceeds
of the Loans made by the Lenders to the Borrower from the Borrower shall be used by the Borrower to acquire and originate Collateral
Loans and as otherwise specified in Section 5.17, all in accordance with the terms hereof.


 


NOW, THEREFORE, the
Borrower, the Lenders, the Administrative Agent, the Collateral Agent and the Document Custodian hereby agree as follows:


 


GRANTING CLAUSE


 


To secure the due and
punctual payment and performance of all Obligations, howsoever created, arising or evidenced, whether now or hereafter existing,
in accordance with the terms thereof, the Borrower hereby Grants to the Collateral Agent for the benefit of the Secured Parties
a security interest in all of the Borrower’s right, title and interest in and to the following, whether now owned or hereafter
acquired (collectively, the “Pledged Collateral”):


 


(a)         
all Collateral Loans, all other loans and securities of the Borrower whether or not such loans and securities constitute
Collateral Loans, all Related Contracts and Collections with respect thereto, all collateral security granted under any Related
Contracts, and all interests in any of the foregoing, whether now or hereafter existing;


 


(b)         
(i) the Custodial Account and all Collateral which is delivered to the Collateral Agent pursuant to the terms hereof
and all payments thereon or with respect thereto, (ii) each of the other Covered Accounts and (iii) Eligible Investments or other
investments (whether or not such investments constitute Eligible Investments) acquired with funds on deposit in the Covered Accounts,
and all income or Distributions from the investment of funds in the Covered Accounts;


 


(c)         
cash, Money, securities, reserves and other property now or at any time in the possession of the Borrower or which
is delivered to or received by the Collateral Agent or its bailee, agent or custodian by the Borrower or on behalf of the Borrower
(including, without limitation, all Eligible Investments and other investments with respect to any Collateral or proceeds thereof);


 



     


     


    

 


(d)         
all liens, security interests, property or assets securing or otherwise relating to any Collateral Loan, Eligible
Investment, other investment, Collateral or any Related Contract (collectively, “Related Property”);


 


(e)         
the Interest Hedge Agreements;


 


(f)          
the Sale and Contribution Agreement;


 


(g)         
the Corporate Services Agreement;


 


(h)         
the Account Control Agreement;


 


(i)          
all other accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment
property, letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC);


 


(j)          
all other tangible and intangible personal property whatsoever of the Borrower; and


 


(k)         
all products, proceeds, rents and profits of any of the foregoing, all substitutions therefor and all additions and
accretions thereto (whether the same now exist or arise or are acquired), including, without limitation, proceeds of insurance
policies insuring any or all of the foregoing, any indemnity or warranty payable by reason of loss or damage to or otherwise in
respect of any of the foregoing or any guaranty.


 


Except as set forth
in the Priority of Payments, the Loans are secured by the foregoing Grant equally and ratably without prejudice, priority or distinction
between any Loan and any other Loan by reason of difference in time of borrowing or otherwise.


 


ARTICLE
I 



DEFINITIONS AND INTERPRETATION


 


Section 1.1             
Definitions. The following terms, as used herein, have the following meanings:


 


“Account Control
Agreement” means the Account Control Agreement among the Borrower, as debtor, the Collateral Agent, as secured party,
and State Street Bank and Trust Company, as depository bank and Securities Intermediary, dated on or about the date hereof.


 


“Accountants’
Report” means an agreed upon procedures report prepared by a firm of independent certified public accountants of recognized
national reputation appointed by the Borrower or the Services Provider.


 


“Administrative
Agent” means Natixis, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.


 



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“Administrative
Agent Fee” means the fee payable to the Administrative Agent in arrears on each Quarterly Payment Date, equal to $5,000
per Quarterly Payment Date.


 


“Administrative
Expenses” means, without duplication, fees, expenses (including indemnities and other amounts under Section 12.3) and
other amounts due or accrued with respect to any Quarterly Payment Date and any other date fixed for payment of such amounts (including,
with respect to any Quarterly Payment Date, any such amounts that were due and not paid on any prior Quarterly Payment Date) and
payable in the following order by the Borrower to:


 


(a)          
first, the Collateral Agent in respect of the Collateral Agent Fee and any fees owed to the Custodian, the Collateral
Administrator, the Securities Intermediary and the Document Custodian, and for the reimbursement of other reasonable and documented
Administrative Expenses and disbursements incurred and payable hereunder to the Collateral Agent, the Collateral Administrator,
the Custodian, the Securities Intermediary and the Document Custodian under any Loan Documents, in accordance with the provisions
of this Agreement;


 


(b)           second, the Administrative Agent in respect of the Administrative Agent Fee and for the reimbursement of reasonable
and documented expenses and disbursements incurred and payable hereunder by the Administrative Agent or the Lenders in accordance
with the provisions of this Agreement;


 


(c)          
third, on a pro rata basis, the following amounts (excluding indemnities) to the following parties:


 


(i)           
first, to the Services Provider for the reimbursement of reasonable and documented expenses and disbursements incurred
by the Services Provider in accordance with the provisions of this Agreement and the Corporate Services Agreement, including any
appraisal fees and any other out-of-pocket expenses incurred in connection with the Collateral Loans and payable to third parties
and including any amounts payable by the Services Provider in connection with any advances made to protect or preserve rights against
an Obligor or to indemnify an agent or representative for lenders pursuant to any Related Contracts (but excluding any Services
Fee), and second, to the Borrower for the reimbursement of reasonable and documented expenses and disbursements incurred
by the Borrower in accordance with the provisions of this Agreement and the Corporate Services Agreement, including any out-of-pocket
expenses incurred in connection with the Collateral Loans and payable to third parties and including any amounts payable by the
Borrower in connection with any advances made to protect or preserve rights against an Obligor or to indemnify an agent or representative
for lenders pursuant to any Related Contracts;


 


(ii)         
Rating Agencies for fees and reasonable and documented expenses in connection with any rating of the Loans or the Collateral
Loans, including fees related to the obtaining of credit estimates by S&P and ongoing Rating Agency surveillance fees;


 


(iii)        any other Person in respect of any Indemnified Tax incurred on behalf of the Borrower; and


 



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(iv)         any other Person in respect of any other fees or expenses expressly permitted under this Agreement and the documents delivered
pursuant to or in connection with this Agreement and the Loan Documents; and


 


(d)           fourth, on a pro rata basis, indemnities payable to any Person permitted under this Agreement and the documents delivered
pursuant to or in connection with this Agreement and the Loan Documents not otherwise paid;


 


provided that
Administrative Expenses shall not include (i) any salaries of any employees of the Borrower (for the avoidance of doubt, the Borrower
does not pay any salaries) (but Administrative Expenses may include any fees, reimbursements, indemnities, costs and expenses payable
to the directors, managers and/or independent directors or managers of the Borrower) or the Services Provider, (ii) any Increased
Costs or (iii) any Services Fees.


 


“Administrative
Officer” means, (i) when used with respect to the Collateral Agent (or State Street Bank and Trust Company in each of
its capacities under the Loan Documents), any vice president, assistant vice president, treasurer, assistant treasurer, secretary,
assistant secretary, trust officer, associate or any other officer of the Collateral Agent who shall have direct responsibility
for the administration of this Agreement or to whom any corporate trust matter is referred within the Corporate Trust Office, because
of his or her knowledge of and familiarity with the particular subject and (ii) when used with respect to the Administrative Agent,
any officer within the office of the Administrative Agent at the address listed on the signature pages hereto, including any vice
president, assistant vice president, officer of the Administrative Agent customarily performing functions similar to those performed
by the persons who at the time shall be such officers, respectively, or to whom any matter is referred at such location because
of his or her knowledge of and familiarity with the particular subject.


 


“Administrative
Questionnaire” means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative
Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.


 


“Affected
Lender” means a Lender that is subject to regulation under the Securitisation Regulation from time to time or party to
liquidity or credit support arrangements provided by a financial institution that is subject to such regulation.


 


“Affiliate”
or “Affiliated” means, with respect to any Person, (a) any other Person who, directly or indirectly, is
in control of, or controlled by, or is under common control with, such Person or (b) any other Person who is a director, officer
or employee of (i) such Person, (ii) any subsidiary or parent company of such Person or (iii) any Person described in clause (a)
above; provided that, solely for purposes of the definitions of “Collateral Loan” and “Concentration Limitations”,
the term “Affiliate” as used therein with respect to any Obligor shall not include any Affiliate relationship which
may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor (except if any such
Person or Obligor provides collateral under, guarantees or otherwise supports the obligations of the other such Person or Obligor).


 



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“Agents”
means the Administrative Agent, the Custodian, the Document Custodian, the Collateral Agent, the Collateral Administrator and the
Securities Intermediary, and “Agent” means any of them.


 


“Aggregate
Maximum Principal Balance” means, when used with respect to all or a portion of the Collateral Loans, the sum of the
Maximum Principal Balances of all or of such portion of such Collateral Loans.


 


“Aggregate
Participation Exposure” means, at any time, the Maximum Principal Balance of all Collateral Loans that are in the form
of Participation Interests owned by the Borrower at such time.


 


“Aggregate
Principal Balance” means, when used with respect to all or a portion of the Collateral Loans, the sum of the Principal
Balances of all or of such portion of such Collateral Loans.


 


“Agreement”
means this Credit Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the
foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.


 


“Alternate
Base Rate” means, for any day, a fluctuating rate of interest per annum equal to the greater of (i) zero and (ii) the
higher of:


 


(a)         the Prime Rate in effect on such day; and


 


(b)         the Federal Funds Rate in effect on such day plus 1⁄2 of 1% per annum.


 


Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective from and including the effective day of
such change in the Prime Rate or the Federal Funds Rate, respectively.


 


The Alternate Base
Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer of any Agent
or any Lender. Interest calculated pursuant to clause (a) above will be determined based on a year of 365 days or 366 days, as
applicable, and actual days elapsed. Interest calculated pursuant to clause (b) above will be determined based on a year of 360
days and actual days elapsed.


 


“Anti-Corruption
Laws” is defined in Section 4.22.


 


“Anti-Terrorism
Laws” is defined in Section 4.21.


 


“Applicable
Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.


 


“Applicable
Lending Office” means, with respect to any Lender, the office or offices designated as its “Lending Office”
opposite its name in the signature pages hereto or such other office of such Lender as such Lender may from time to time specify
in writing to the Borrower and the Administrative Agent.


 



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“Applicable
Margin” means 3.00% per annum.


 


“Applicable
Rate” means (i) if a CP Conduit is a Lender with respect to such Loan and is not a CP LIBOR Lender, the sum of (x) the
Cost of Funds Rate for such Loan plus (y) the Applicable Margin and (ii) if a CP LIBOR Lender or any other Person is a Lender
with respect to such Loan, the sum of (x) the London Interbank Offered Rate applicable to the relevant Interest Period plus
(y) the Applicable Margin (provided in the case of this clause (ii) that, in the case of any Interest Period on or after
the first day on which the Majority Lenders notify the Borrower that they have determined, in their commercially reasonable judgment,
that a material disruption to LIBOR or a change in the methodology of calculating LIBOR has occurred or any Lender shall have notified
the Administrative Agent pursuant to Section 11.2 that it is not permitted to fund Loans at the London Interbank Offered Rate (and
such Lender shall not have subsequently notified the Administrative Agent that the circumstances giving rise to such situation
no longer exist), the Applicable Rate shall be a rate per annum equal to the sum of (1) the Alternate Base Rate in effect on each
day of such Interest Period plus (2) the Applicable Margin for such Loans).


 


“Appraisal”
means, with respect to any Collateral Loan, an appraisal of either (A) such Collateral Loan or (B) the assets securing such Collateral
Loan, in each case, that is conducted by an Approved Appraisal Firm on the basis of the fair market value of such Collateral Loan
or such assets (that is, the price that would be paid by a willing buyer to a willing seller of such Collateral Loan or such assets
in a commercially reasonable sale on an arm’s-length basis). Any Appraisal required hereunder (i) may be in the form of an
update or reaffirmation by an Approved Appraisal Firm of an Appraisal previously performed by an Approved Appraisal Firm and (ii)
shall be provided within five Business Days following completion of such appraisal to the Collateral Agent for purposes of the
Collateral Report.


 


“Appraised
Value” means, with respect to any Collateral Loan, the Appraisal value (determined in Dollars, and which, if Appraisals
for both of the following are available, clause (a) below shall govern) of either (a) such Collateral Loan or (b) the assets securing
such Collateral Loan, net of estimated costs of their liquidation as determined by the applicable Approved Appraisal Firm, in each
case as set forth in the related Appraisal or, if a range of values is set forth therein, the midpoint of such values; provided
that (i) the Appraised Value of any Collateral Loan shall in no case be greater than its Maximum Principal Balance and (ii) in
the case of clause (b), if the Borrower owns less than 100% of the total lenders’ interests secured by the assets securing
any Collateral Loan or has sold participation interests in such Collateral Loan, then the Appraised Value with respect to such
Collateral Loan will be reduced to reflect the proportionate interests of all other lenders or participants secured by such assets
(taking into account the relative seniority of all such lenders and participants) that rank pari passu with or senior to
(including with respect to liquidation) the Borrower’s interest under the Collateral Loan.


 


“Approved
Appraisal Firm” means those entities whose names are set forth on Schedule A, and any additional entity designated from
time to time by the Services Provider (i) that is an independent appraisal firm recognized as being experienced in conducting valuations
of loans of the type constituting Collateral Loans, and (ii) that the Borrower or the Services Provider determines, in accordance
with the Servicing Standard, is qualified with respect to each Collateral Loan. In connection with such designation, the Borrower
or the Services Provider shall deliver an updated Schedule A to the Administrative Agent, which updated Schedule A shall replace
any previous Schedule A. Notwithstanding the foregoing, at no time may the Borrower, the Services Provider or any Affiliate thereof
be an Approved Appraisal Firm.


 



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“Approved
Foreign Jurisdiction” means each of Canada, any Group I Country, any Group II Country or any Group III Country; provided
that each such country has (i) a ceiling for foreign currency bonds that is at least “Aa2” by Moody’s and (ii)
a foreign currency issuer credit rating that is at least “AA” by Standard & Poor’s.


 


“Approved
Indices” has the meaning assigned to such term in the definition of “Eligible Loan Index”.


 


“Approved
Lender” means with respect to any Revolving Lender (i) any Lender that is not a CP Conduit and is a financial institution
(including a securities broker-dealer or Affiliate thereof) or other institutional lender with a short-term rating by S&P of
at least A-1 (or an entity whose obligations hereunder are absolutely and unconditionally guaranteed by an entity that has a short-term
rating by S&P of at least A-1 and meets then-current S&P guarantee criteria at such time) and (ii) any Lender that is a
CP Conduit (x) whose Commercial Paper Notes are rated at least A-1 by S&P and (y) that is provided liquidity support by an
entity with a short-term rating by S&P of at least A-1; provided, in each case, that (x) any Revolving Lender (including
a CP Lender) that has fully funded the Lender Collateral Account in accordance with the provisions set forth in Sections 8.3(d)
and 11.5(b)(i) shall be deemed to be an Approved Lender notwithstanding that its (or any such parent guarantor’s or its Commercial
Paper Notes’) ratings are below such levels, (y) all Initial Lenders shall be deemed to be Approved Lenders at all times
notwithstanding their short-term ratings and (z) after the Commitment Period, there shall be no requirement that any Revolving
Lenders be Approved Lenders.


 


“Article 17”
means Article 17 of the AIFMD.


 


“Assignment
and Assumption” means an Assignment and Assumption Agreement in substantially the form of Exhibit C hereto, entered into
by a Lender, an assignee, the Borrower (if applicable) and the Administrative Agent (if applicable).


 


“Assumed Investment
Rate” means, at any time, LIBOR (or, if an Alternate Base Rate is in effect, such Alternate Base Rate) minus 0.50%
per annum; provided that the Assumed Investment Rate shall not be less than 0.00%.


 


“Authorized
Officer” means:


 


(a)         
with respect to each of the Borrower, the Services Provider, the Retention Provider and the Seller, those of its respective
officers, authorized representatives and agents whose signatures and incumbency shall have been certified to the Agents on the
Closing Date pursuant to the documents delivered pursuant to Section 3.1 or thereafter from time to time in substantially similar
form; and


 


(b)          with respect to either Agent or any other bank or trust company acting as trustee of an express trust or as custodian, an
Administrative Officer thereof.


 



    7


     


    

 


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.


 


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


 


“Bail-In Legislation”
means (a) at any time, the then applicable Commission Delegated Regulation (if any) supplementing the Bank Recovery and Resolution
Directive in relation to Article 55 thereof and (b) with respect to any EEA Member Country implementing Article 55 of the Bank
Recovery and Resolution Directive, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Bank Recovery
and Resolution Directive” means Directive 2014/59/EU of the European Parliament and of the Council of the European Union.


 


“Bankruptcy
Code” means Title 11 of the United States Code, entitled “Bankruptcy”, as amended from time to time, and
any successor statute or statutes.


 


“Bankruptcy
Law” means the Bankruptcy Code or any similar federal law or state law for the relief of debtors and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, receivership, interim-receivership,
insolvency, reorganization, winding-up or similar debtor relief applicable laws including any laws relating to the compromise or
settlement of debt with creditors or any class of them (including under corporate statutes) of the United States, states thereof
or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Base Rate
Loans” means Loans accruing interest at an Applicable Rate based upon the Alternate Base Rate.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation.


 


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


 


“Bond”
means an obligation that (a) constitutes borrowed money and (b) is in the form of, or represented by, a bond, note, certificated
debt security or other debt security (other than any of the foregoing that evidences a Senior Secured Loan, a First Lien/Last Out
Loan, a Second Lien Loan, or a Participation Interest in a Senior Secured Loan, a First Lien/Last Out Loan, a Second Lien Loan).


 


“Borrower”
means ORCC II Financing II LLC, a Delaware limited liability company.


 


“Borrower
Affiliated Holder” means any Lender that is (or has granted a participation (but only to the extent of such participation)
to or for the benefit of) the Borrower, the Services Provider or an Affiliate of the Borrower or the Services Provider.


 



    8


     


    

 


“Borrower
Order” means a written order or request (which may be a standing 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 Services Provider on behalf of the Borrower,
which order or request may also be provided by email or other electronic communication unless an Agent requests otherwise.


 


“Borrowing”
means the borrowing of a Loan pursuant to Section 2.2.


 


“Borrowing
Date” means the date of a Borrowing.


 


“Break-Even
Default Rate” means, with respect to the Loans, the maximum percentage of defaults, at any time, that the Current Portfolio
or the Proposed Portfolio, as applicable, can sustain, as determined by S&P, through application of the S&P CDO Monitor
chosen by the Services Provider in accordance with this Agreement that is applicable to the portfolio of Collateral Loans, which,
after giving effect to S&P’s assumptions on recoveries, defaults and timing and to the Priority of Payments, will result
in sufficient funds remaining for the payment of the Loans in full.


 


“Bridge Loan”
means any loan or other obligation that (a) is unsecured and is incurred in connection with a merger, acquisition, consolidation
or sale of all or substantially all of the assets of a person or similar transaction and (b) by its terms, is required to be repaid
within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (it being understood that
any such loan or other obligation that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out
or other provision whereby (automatically or at the sole option of the Obligor thereof) the maturity of the indebtedness thereunder
may be extended to a later date is not a Bridge Loan).


 


“Business
Day” means any day except a Saturday, Sunday or a day on which commercial banks in London, England (for purposes of calculating
interest rates), New York, New York or in the city in which the Corporate Trust Office of the Collateral Agent is located (initially
being Boston, Massachusetts) or the offices of the Document Custodian (initially being Chicago, Illinois) are authorized or required
by law to close; provided that if the location of the Corporate Trust Office of the Collateral Agent or the offices of the
Document Custodian changes at any time, the Collateral Agent or the Document Custodian, as applicable, shall provide prompt written
notice of such change to the Borrower, the Administrative Agent and the Lenders.


 


“Calculation
Date” means the date that is 10 Business Days prior to each Quarterly Payment Date.


 


“Cash”
means 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.


 


“CCC Collateral
Loan” means a Collateral Loan (other than a Defaulted Loan) with an S&P Rating of “CCC+” or lower.


 


“CCC Excess”
means the amount equal to the excess of the Maximum Principal Balance of all CCC Collateral Loans over an amount equal to 20% of
the Total Capitalization as of such date of determination; provided that (i) if a Senior Advance Rate Trigger Event has
occurred and is continuing pursuant to clause (b) of the definition thereof, CCC Excess means the amount equal to the excess of
the Maximum Principal Balance of all CCC Collateral Loans over an amount equal to 25% of the Total Capitalization as of such date
of determination and (ii) in determining which of the CCC Collateral Loans shall be included in the CCC Excess, the CCC Collateral
Loans with the lowest Market Value (expressed as a percentage of the Maximum Principal Balance of each such Collateral Loan as
of such date of determination) shall be deemed to constitute such CCC Excess.


 



    9


     


    

 


“CCC Excess
Adjustment Amount” means, as of any date of determination, an amount equal to the excess, if any, of (i) the Aggregate
Maximum Principal Balance of all CCC Collateral Loans included in the CCC Excess, over (ii) the lowest of (x) the sum of the Market
Values of all CCC Collateral Loans included in the CCC Excess, (y) the sum of the S&P Recovery Amount of all CCC Collateral
Loans included in the CCC Excess and (z) the sum of the carrying value on the books and records of the Borrower (or its Affiliates)
of all CCC Collateral Loans included in the CCC Excess.


 


“CFTC”
means the Commodity Futures Trading Commission.


 


“Change in
Control” means the failure of the Parent to own 100% of the Equity Interests in the Borrower (other than nominal interests);
provided that the merger of the Parent into (or the acquisition of all or substantially all of the Parent’s assets
by) a fund for which ORCA LLC or a Permitted Affiliate serves as investment advisor will not be considered to be a Change in Control.


 


“Closing Date”
means April 14, 2020.


 


“Closing Date
Participation” means any Collateral Loan held in the form of a Participation Interest acquired by the Borrower under
the Sale and Contribution Agreement on the Closing Date.


 


“Closing Date
Portfolio Condition” means the condition that is satisfied if, as of the Closing Date, the aggregate Principal Collateralization
Amount is at least $175,000,000 and the Borrower owns Collateral Loans with a total of at least 20 different Obligors.


 


“Closing Expense
Account” means the trust account established pursuant to Section 8.3(e).


 


“Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute.


 


“Collateral”
means the Pledged Collateral and all other property and/or rights on or in which a Lien is or is intended to be granted to the
Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, any of the Loan Documents or any other instruments
provided for herein or therein or delivered or to be delivered hereunder or thereunder or in connection herewith or therewith.


 


“Collateral
Administrator” means State Street Bank and Trust Company, in its capacity as collateral administrator, and any successor
thereto.


 


“Collateral
Administrator Fee” means the fee payable to the Collateral Administrator in arrears on each Quarterly Payment Date in
an amount specified in the Collateral Agent Fee Letter.


 



    10


     


    

 


“Collateral
Agent” means State Street Bank and Trust Company, in its capacity as collateral agent under this Agreement, and its successors
in such capacity.


 


“Collateral
Agent Fee” means the fee payable to the Collateral Agent in arrears on each Quarterly Payment Date in an amount specified
in the Collateral Agent Fee Letter.


 


“Collateral
Agent Fee Letter” means the Fee Schedule dated on or about the date hereof, between the Borrower, the Collateral Agent,
and the Collateral Administrator, as amended, restated, supplemented or otherwise modified from time to time.


 


“Collateral
Loan” means a Senior Secured Loan, a First Lien/Last Out Loan or a Second Lien Loan or a Participation Interest in any
Senior Secured Loan, First Lien/Last Out Loan or Second Lien Loan that as of the date of acquisition or origination by, or contribution
to, the Borrower meets each of the following criteria:


 


(a)         
(i) provides the Borrower (or an agent on behalf of the applicable lenders with respect to such Collateral Loan) with a
valid, perfected security interest in the collateral granted under the applicable Related Contracts at the level of priority indicated
therein; constitutes the legal and enforceable obligation of the applicable Obligor (except as enforceability may be limited by
applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether
such enforceability is considered in a proceeding in equity or at law); (ii) is owned by the Borrower free and clear of adverse
claims (other than Permitted Liens); (iii) may, under the applicable Related Contracts and Applicable Law, be pledged and assigned
by the Borrower to the Collateral Agent; (iv) with respect to which all steps required by Section 8.7 have been taken (or will
be taken as soon as practicable) and in which the Collateral Agent holds (or will hold, once the necessary steps are taken) a first-priority
perfected security interest for the benefit of the Secured Parties; and (v) at the time such Collateral Loan was acquired or originated,
was not subject to set-off or defense (other than a discharge in the event of a subsequent bankruptcy) by the related Obligor and,
together with the documentation relating thereto, does not contravene in any material respect any law, rule or regulation applicable
to the Borrower or the Services Provider;


 


(b)         is governed by the law of a state of the United States or the law of an Approved Foreign Jurisdiction;


 


(c)         
is an obligation of an Obligor Domiciled in the United States (or any state thereof) or an Approved Foreign Jurisdiction;


 


(d)         is not an obligation (other than a Revolving Collateral Loan or a Delayed Funding Loan) pursuant to which any future advances
or payments to the Obligor may be required to be made by the Borrower;


 


(e)         
unless otherwise approved in writing by the Administrative Agent, the acquisition price (exclusive of the portion thereof
attributable to accrued interest) of such Collateral Loan paid by the Borrower therefor is not less than 75% of the Principal Balance
thereof;


 


(f)          
is not a Bond (or any other type of debt security that is not a loan or a Participation Interest), a Defaulted Loan, a Credit
Risk Loan, a Synthetic Security, a Bridge Loan, a Structured Finance Obligation, an Equity Security, a Real Estate Loan, a letter
of credit or a PIK Loan;


 



    11


     


    

 


(g)         
is not a Zero Coupon Loan, a finance lease or chattel paper;


 


(h)         
is not subject to forfeiture of principal based on a material non-credit related risk (such as the occurrence of a catastrophe),
as reasonably determined by the Borrower, or the Services Provider in accordance with the Servicing Standard;


 


(i)          
is not the subject of an Offer or called for redemption (except for any repayment under a Revolving Collateral Loan of amounts
that may be reborrowed thereunder pursuant to the applicable Related Contract);


 


(j)          
is denominated and payable in Dollars (and is not convertible into, or payable in, any other currency);


 


(k)          does not constitute Margin Stock;


 


(l)           provides for the full principal balance to be payable at or prior to the stated maturity thereof;


 


(m)         does not subject the Borrower to withholding tax (except for withholding taxes on fees received with respect to Revolving
Collateral Loans or Delayed Funding Loans and withholding taxes imposed under FATCA) unless the relevant Obligor is required to
make “gross-up” payments or pay “additional amounts” in respect of, or otherwise compensate the Borrower
for, the full amount of such withholding tax;


 


(n)         
if such Collateral Loan is a Participation Interest, then such Participation Interest is acquired from (i) a Selling Institution
Domiciled under the laws of the United States (or any state thereof) or any U.S. branch of a Selling Institution Domiciled outside
the United States or (ii) with respect to Collateral Loans the Obligors of which are Domiciled in an Approved Foreign Jurisdiction,
a Selling Institution Domiciled in an Approved Foreign Jurisdiction to the extent such Selling Institution satisfies the S&P
Counterparty Criteria;


 


(o)         provides for payment of interest at least semi-annually;


 


(p)         will not cause the Borrower or the pool of assets to be required to be registered as an investment company under the Investment
Company Act;


 


(q)         does not have an “L”, “p”, “pi”, “prelim”, “sf” or “t”
subscript assigned by S&P;


 


(r)          does not have an “sf” subscript assigned by Moody’s;


 


(s)         
is Registered;


 


(t)          
is not a Cov-Lite Loan unless it is an Eligible Cov-Lite Loan;


 



    12


     


    

 


(u)         
is not an obligation of an Obligor Affiliated with the Parent or the Services Provider;


 


(v)         
has an S&P Rating;


 


(w)        does not have an attached warrant to purchase an Equity Security; provided that this clause (w) shall not exclude
obligations originated with an attached warrant if the Borrower does not acquire such warrant or the right to exercise such warrant;


 


(x)         
is not an obligation that matures after the Stated Maturity except for a Long Dated Loan subject to clause (o) of the Concentration
Limitations; and


 


(y)         
is issued by an Obligor with a most-recently calculated EBITDA (calculated in accordance with the Related Contracts) of
at least U.S.$10,000,000.


 


“Collateral
Quality Test” means a test that is satisfied if, as of any date of determination, in the aggregate, the Collateral Loans
owned (or in relation to a proposed acquisition of a Collateral Loan, both owned and proposed to be owned) by the Borrower satisfy
each of the tests set forth below, calculated in each case in accordance with Section 1.3:


 


(a)         
the Minimum Weighted Average Spread Test;


 


(b)         the Maximum Weighted Average Life Test;


 


(c)         
the Minimum Diversity Score Test;


 


(d)         the Minimum Weighted Average S&P Recovery Rate Test;


 


(e)         
the S&P CDO Monitor Test; and


 


(f)          
the Minimum Weighted Average Coupon Test.


 


“Collateral
Report” has the meaning set forth in Section 5.1(h).


 


“Collateral
Report Determination Date” means the date that is 10 Business Days prior to the fifth calendar day of each calendar month.


 


“Collection
Account” means the trust account established pursuant to Section 8.2(a).


 


“Collections”
means, with respect to any Collateral, all principal payments, interest payments, fees and other payments received by the Borrower
with respect thereto and all other amounts paid with respect to such Collateral that are payable to the Borrower, including dividends
of any type, distributions with respect thereto and any proceeds of collateral for, or any guaranty of, such Collateral or the
relevant Obligor’s obligation to make payments with respect thereto.


 


“Commercial
Paper Funding” means, with respect to any Loan funded by a CP Lender, at any time, the funding by a CP Lender of all
or a portion of the outstanding principal amount of such Loan with funds provided by the issuance of Commercial Paper Notes.


 



    13


     


    

 


“Commercial
Paper Funding Period” means, with respect to any Loan funded by a CP Conduit, a period of time during which all or a
portion of the outstanding principal amount of such Loan is funded by a Commercial Paper Funding.


 


“Commercial
Paper Notes” means commercial paper notes or secured liquidity notes issued by a CP Conduit or a conduit providing funding
to a CP Conduit from time to time.


 


“Commercial
Paper Rate” means, with respect to any Commercial Paper Funding, a rate per annum equal to the sum of (i) the rate or,
if more than one rate, the weighted average of the rates, determined by converting to an interest-bearing equivalent rate per annum
(based on a year of 360 days and actual days elapsed) the discount rate (or rates) at which Commercial Paper Notes are sold by
any placement agent or commercial paper dealer of such Commercial Paper Notes and/or a commercial paper conduit providing funding
to a CP Conduit, plus (ii) if not included in the calculations in clause (i), the commissions, fees and charges charged
by such placement agent or commercial paper dealer with respect to such Commercial Paper Notes, incremental carrying costs incurred
with respect to such Commercial Paper Notes maturing on dates other than those on which corresponding funds are received by such
CP Conduit, other borrowings by such CP Conduit and any other costs (such as interest rate or currency swaps, the cost of funding
odd lots or small dollar amounts) associated with the issuance of Commercial Paper Notes that are allocated, in whole or in part,
by such CP Conduit or its Program Manager or funding agent to fund or maintain such portion of the applicable Loan (and which may
be also allocated in part to the funding of other assets of such CP Conduit) and discount on Commercial Paper Notes issued to fund
the discount on maturing Commercial Paper Notes, in all cases expressed as a percentage of the face amount thereof and converted
to an interest-bearing equivalent rate per annum (based on a year of 360 days and actual days elapsed).


 


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


 


“Commitment
Fee” has the meaning set forth in Section 2.6(a).


 


“Commitment
Period” means the period commencing on the Closing Date and ending on the earliest of:


 


(a)         
the time at which the Revolving Commitments are terminated or reduced to zero as provided in this Agreement (whether pursuant
to Article II, Article VI or otherwise); and


 


(b)         the last day of the Reinvestment Period.


 


“Commitment
Reduction Amount” has the meaning set forth in Section 2.7(a)(ii).


 


“Commitment
Shortfall” means the amount by which:


 


(a)         
the aggregate Unfunded Amount exceeds


 


(b)         the sum of (i) the aggregate Total Revolving Commitment minus the aggregate principal amount of the Revolving Loans
outstanding at such time (which amount under clause (i) shall not be less than zero), plus (ii) amounts on deposit in the
Collection Account, including Eligible Investments credited thereto, representing Principal Proceeds, plus (iii) amounts
on deposit in the Future Funding Reserve Account, including Eligible Investments credited thereto.


 



    14


     


    

 


“Commodity
Exchange Act” means the Commodity Exchange Act of 1936, as amended.


 


“Concentration
Limitations” means limitations that are satisfied if, as of (i) the date of each origination, acquisition or contribution
of a debt obligation, (ii) each applicable Borrowing Date, (iii) the date of a Permitted Distribution in connection with a Permitted
Securitization and (iv) the date of a Permitted Parent Distribution, after giving effect to such distribution, any related prepayment
of Loans from the proceeds of such sale pursuant to Section 2.7(h) and any sales in connection with a Permitted Securitization
pursuant to Section 10.1(a)(v), in each case, in the aggregate, the Maximum Principal Balance of the Collateral Loans owned (or,
in relation to a proposed acquisition, origination or contribution of a Collateral Loan, proposed to be owned) by the Borrower
comply with all of the requirements set forth below, calculated as a percentage of Total Capitalization (unless otherwise specified)
and in each case in accordance with the procedures set forth in Section 1.3:


 


(a)         
not more than 12.5% consist of Collateral Loans with Obligors in any one S&P Industry Classification, except that, without
duplication, (i) up to 15.0% may consist of Collateral Loans with the Obligor in each of the largest and second largest S&P
Industry Classification (other than “Oil, Gas & Consumable Fuels”);


 


(b)         not more than 5.0% consist of obligations of any one Obligor (and Affiliates thereof), except that, without duplication,
(i) up to two Obligors (and their respective Affiliates) may each constitute up to 8.0% and (ii) up to two Obligors (and their
respective Affiliates) may each constitute up to 6.0%;


 


(c)         
not more than 10.0% consist of First Lien/Last Out Loan and Second Lien Loans collectively;


 


(d)         not more than 10.0% consist of Fixed Rate Obligations;


 


(e)         
not more than 25.0% consist of Eligible Cov-Lite Loans;


 


(f)          
not more than 15.0% consist of DIP Loans;


 


(g)         
not more than 10.0% consist of Current Pay Obligations;


 


(h)         
not more than 10.0% consist of Collateral Loans that permit the payment of interest to be made less frequently than quarterly;


 


(i)          
not more than 15.0% consist of Revolving Collateral Loans and the unfunded portion of Delayed Funding Loans;


 


(j)          
not more than 15.0% consist of Discount Loans (or, at the election of the Services Provider on behalf of the Borrower, 25.0%);


 


(k)          the Aggregate Participation Exposure is not more than 20.0%;


 



    15


     


    

 


(l)           (i) not less than 85.0% of the Principal Balance of Collateral Loans may consist of Cash or obligations of Obligors Domiciled
in the United States and (ii) not more than the percentage listed below may consist of Collateral Loans whose Obligors are Domiciled
in the country or countries set forth opposite each such percentage:


 


	
        %
Limit
	
        Country
or Countries

	15.0%	all countries (in the aggregate) other than the United States;
	10.0%	Canada
	5.0%	all countries (in the aggregate) other than the United States, Canada and the United Kingdom;
	2.5%	any individual Group I Country;
	2.0%	all Group II Countries in the aggregate;
	2.0%	all Group III Countries in the aggregate;


 


(m)         not more than 20.0% (or, at the election of the Services Provider on behalf of the Borrower, 25.0%) consist of CCC Collateral
Loans;


 


(n)         
not more than 7.5% shall consist of Collateral Loans whose Obligors have a trailing twelve month EBITDA of less than $15,000,000,
as measured at the time of such acquisition, origination or contribution based on the most recent financial information provided
by the Obligor and relied upon for the Services Provider’s investment decision; and


 


(o)         not more than 5.0% shall consist of Long Dated Loans.


 


“Conduit Assignee”
means any multi-seller commercial paper conduit or special purpose entity funded by a multi-seller commercial paper conduit which
is, in either case, administered by a common manager or an Affiliate of a CP Conduit, or the collateral trustee of such entity.


 


“Conduit Rating
Agency” means each nationally recognized investment rating agency that is then rating the Commercial Paper Notes of any
CP Conduit.


 


“Conduit Support
Provider” means, without duplication, (i) a provider of a Credit Facility or Liquidity Facility to or for the benefit
of any CP Conduit, and any guarantor of such provider or (ii) an entity that issues commercial paper or other debt obligations,
the proceeds of which are used (directly or indirectly) to fund the obligations of any CP Conduit.


 


“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.


 


“Constituent
Documents” means, in respect of any Person, the certificate or articles of formation or organization, the limited liability
company agreement, memorandum and articles of association, operating agreement, partnership agreement, joint venture agreement
or other applicable agreement of formation or organization (or equivalent or comparable constituent documents) and other organizational
documents and by-laws and any certificate of incorporation, certificate of formation, certificate of limited partnership and other
agreement, or similar instrument filed or made in connection with its formation or organization, in each case, as the same may
be amended, restated, replaced, supplemented or otherwise modified from time to time.


 



    16


     


    

 


“Contingent
Obligation” means, as to any Person, without duplication, (i) any contingent obligation of such Person required
to be shown on such Person’s balance sheet in accordance with GAAP, and (ii) any obligation of such Person required
to be disclosed in the footnotes to such Person’s financial statements in accordance with GAAP, guaranteeing partially or
in whole any non-recourse Indebtedness, lease, dividend or other obligation, exclusive of contractual indemnities (including, without
limitation, any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets) and guarantees
of non-monetary obligations (other than guarantees of completion) which have not yet been called on or quantified, of such Person
or of any other Person. The amount of any Contingent Obligation described in clause (ii) shall be deemed to be (a) with
respect to a guaranty of interest or interest and principal, or operating income guaranty, the sum of all payments required to
be made thereunder (which in the case of an operating income guaranty shall be deemed to be equal to the debt service for the note
secured thereby), calculated at the applicable interest rate, through (i) in the case of an interest or interest and principal
guaranty, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder),
or (ii) in the case of an operating income guaranty, the date through which such guaranty will remain in effect, and (b) with
respect to all guarantees not covered by the preceding clause (a), an amount equal to the stated or determinable amount of
the primary obligation in respect of which such guaranty is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the
footnotes to the most recent financial statements of the Borrower required to be delivered pursuant to Section 5.1 hereof.
Notwithstanding anything contained herein to the contrary, guarantees of completion shall not be deemed to be Contingent Obligations
unless and until a claim for payment or performance has been made thereunder by the person entitled to performance or payment thereunder,
at which time any such guaranty of completion shall be deemed to be a Contingent Obligation in an amount equal to any such claim.
Subject to the preceding sentence, (i) in the case of a joint and several guaranty given by such Person and another Person
(but only to the extent such guaranty is directly or indirectly recourse to such Person), the amount of the guaranty, to the extent
it is directly or indirectly recourse to such Person, shall be deemed to be 100% thereof unless and only to the extent that such
other Person has delivered Cash or cash equivalents to secure all or any part of such Person’s guaranteed obligations and
(ii) in the case of any other guaranty, (whether or not joint and several) of an obligation otherwise constituting Indebtedness
of such Person, the amount of such guaranty shall be deemed to be only that amount in excess of the amount of the obligation constituting
Indebtedness of such Person.


 


“Conversion
Date” means any date selected by the Administrative Agent for conversion of the applicable Revolving Loans into Term
Loans.


 


“Corporate
Services Agreement” means the Corporate Services Agreement dated as of the date hereof between the Borrower and the Services
Provider, as amended from time to time in accordance with the terms hereof and thereof.


 


“Corporate
Trust Office” means the corporate trust office of the Collateral Agent currently located at 1776 Heritage Drive, North
Quincy, MA 02171, Attention: Structured Trust & Analytics or such other address as the Collateral Agent may designate from
time to time by notice to the Borrower, the Administrative Agent and the Lenders or the principal corporate trust office of any
successor Collateral Agent.


 



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“Cost of Funds
Rate” means, with respect to any Loan funded by a CP Lender that is not a CP LIBOR Lender, the weighted average of the
Commercial Paper Rate, the Liquidity Funding Rate and the Credit Funding Rate at any time and from time to time based upon the
portion of the outstanding principal amount of such Loan that is funded by Commercial Paper Funding, Liquidity Funding or Credit
Funding for one or more Commercial Paper Funding Periods, Liquidity Funding Periods or Credit Funding Periods, respectively; provided
that in no event shall the Cost of Funds Rate for any period exceed the Cost of Funds Rate Cap for such period. For purposes of
this definition and its use in this Agreement, the Commercial Paper Rate established by a CP Lender shall be associated with the
Commercial Paper Funding undertaken by such CP Lender.


 


“Cost of Funds
Rate Cap” means, for any Interest Period, the sum of (i) the London Interbank Offered Rate applicable to such Interest
Period plus (ii) 0.25% per annum; provided that if, pursuant to Section 11.1(a), the Administrative Agent is unable
to obtain a quotation for the London Interbank Offered Rate, the Cost of Funds Rate Cap shall equal, for each day in any Interest
Period, (i) the Alternate Base Rate applicable to such day plus (ii) 0.25% per annum.


 


“Cov-Lite
Loan” means a Collateral Loan the Related Contracts for which do not require the Obligor thereunder to comply with any
Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by such Related
Contracts); provided that, notwithstanding the foregoing, a Collateral Loan shall be deemed for all purposes (other than
the S&P Recovery Rate for such Collateral Loan) not to be a Cov-Lite Loan if the Related Contracts for such Collateral Loan
contain a cross-default or cross acceleration provision to, or such Collateral Loan is pari passu with, another loan, debt
obligation or credit facility of the underlying Obligor that contains one or more Maintenance Covenants.


 


“Coverage
Tests” means each of the Overcollateralization Ratio Test and the Interest Coverage Ratio Test.


 


“Covered Accounts”
means, collectively, the Collection Account, the Custodial Account, the Future Funding Reserve Account, the Interest Reserve Account,
the Payment Account, the Lender Collateral Account and the Closing Expense Account and any subaccounts of each of the foregoing.


 


“CP Conduit”
means any limited-purpose entity established to use the direct or indirect proceeds of the issuance of Commercial Paper Notes to
finance financial assets.


 


“CP Lender”
means Versailles Assets LLC, a Delaware limited liability company, Bleachers Finance 1 and any other CP Conduit that is a Lender,
and that is identified to the Borrower as a CP Conduit on its signature page to this Agreement, an Assignment and Assumption or
otherwise.


 


“CP LIBOR
Lender” means a CP Conduit that has elected in a written notice to the Borrower and the Administrative Agent to have
its Loans accrue interest by reference to the London Interbank Offered Rate.


 



    18


     


    

 


“Credit Estimate”
means, with respect to any Collateral Loan, a credit estimate obtained from S&P in accordance with the S&P’s “Credit
Estimate Information Requirements” dated April 2011 and any other available information S&P reasonably requests
in order to produce a credit estimate for a particular asset.


 


“Credit Facility”
means, with respect to any Loan by any CP Lender, a credit asset purchase agreement or other similar facility that provides credit
support for defaults in respect of the failure to make such Loan, and any guaranty of any such agreement or facility.


 


“Credit Funding”
means, with respect to any Loan by any CP Lender, at any time, funding by a CP Lender of all or a portion of the outstanding principal
amount of such Loan with funds provided under a Credit Facility.


 


“Credit Funding
Period” means, with respect to any Loan by any CP Lender, a period of time during which all or a portion of the outstanding
principal amount of such Loan is funded by a Credit Funding.


 


“Credit Funding
Rate” means, with respect to any Credit Funding for any period, the per annum rate of interest equal to the rate of interest
provided for in the relevant Credit Facility at such time.


 


“Credit Improved
Loan” means any Collateral Loan that, in the Services Provider’s reasonable business judgment applying the Servicing
Standard has significantly improved in credit quality from the condition of its credit at the time of origination, acquisition
or contribution, which judgment may (but need not) be based on one or more of the following facts and will not be called into question
as a result of subsequent events:


 


(a)         
the Obligor in respect of such Collateral Loan has shown improved financial results since the published financial reports
first produced after it was originated or acquired by the Borrower;


 


(b)          the Obligor in respect of such Collateral Loan since the date on which such Collateral Loan was originated or acquired by
the Borrower has raised significant equity capital or has raised other capital that has improved the liquidity or credit standing
of such Obligor; or


 


(c)         
with respect to which one or more of the following criteria applies in respect of such Collateral Loan: (i) such Collateral
Loan has been upgraded or put on a watch list for possible upgrade by S&P since the date on which such Collateral Loan was
originated or acquired by the Borrower; (ii) the proceeds from a sale of such Collateral Loan would be at least 101% of its purchase
price; (iii) the price of such Collateral Loan has changed during the period from the date on which it was originated or acquired
by the Borrower to the proposed sale date by a percentage either more positive, or less negative, as the case may be, than the
percentage change in the average price of the applicable Eligible Loan Index plus 0.25% over the same period; or (iv) the
price of such Collateral Loan changed during the period from the date on which it was originated or acquired by the Borrower to
the date of determination by a percentage either more positive, or less negative, as the case may be, than the percentage change
in a nationally recognized loan index selected by the Borrower or the Services Provider over the same period plus 0.50%.


 



    19


     


    

 


“Credit Risk
Loan” means a Collateral Loan that is not a Defaulted Loan but which has, in the Services Provider’s reasonable business
judgment applying the Servicing Standard (which judgment will not be called into question as a result of subsequent events), a
significant risk of declining in credit quality and, with lapse of time, becoming a Defaulted Loan, and is designated as a “Credit
Risk Loan” by the Borrower or the Services Provider.


 


“Current Pay
Obligation” means a Collateral Loan that would otherwise be a Defaulted Loan as to which (i) all scheduled interest and
principal payments due (other than those due as a result of any bankruptcy, insolvency, receivership or other analogous proceeding)
were paid in Cash and the Borrower or the Services Provider reasonably expects, and delivers to S&P (if S&P is then rating
any Loans) a certificate of an Authorized Officer certifying that it reasonably expects, that the remaining scheduled interest
and principal payments due will be paid in cash, (ii) the S&P Rating of such Collateral Loan is at least “CCC”
and is not on a watch list for possible downgrade; (iii) the Market Value (which is not determined pursuant to clause (d) or subclause
(iii) in the proviso of clause (c) of the definition thereof) of such Collateral Loan is at least 80% of par; and (iv) if the Obligor
of such Collateral Loan is the subject of a bankruptcy, insolvency, receivership or other analogous proceeding, the bankruptcy
court or other authorized official has authorized the payment of interest and/or principal and other amounts due and payable on
such Collateral Loan and no such payments that are due and payable are unpaid; provided that to the extent that more than
10.0% of Total Capitalization would otherwise constitute Current Pay Obligations, one or more Collateral Loans (or portions thereof,
as applicable) designated by the Borrower having a Maximum Principal Balance at least equal to such excess shall be deemed not
to constitute Current Pay Obligations and shall instead constitute Defaulted Loans.


 


“Current Portfolio”
means, at any time, the portfolio of Collateral Loans and Eligible Investments representing Principal Proceeds, then held by the
Borrower.


 


“Custodial
Account” means a custodial account at the Custodian, established in the name of the Collateral Agent pursuant to Section 8.4(a).


 


“Custodian”
has the meaning set forth in Section 8.4(a).


 


“Daily Report”
has the meaning set forth in Section 8.9(a).


 


“Default”
means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both
would, unless waived in accordance with Section 12.5 or cured, become an Event of Default.


 


“Default Differential”
means, with respect to the Loans at any time, the rate calculated by subtracting the Scenario Default Rate for the Loans at such
time from the Break-Even Default Rate for the Loans at such time.


 


“Defaulted
Loan” means any Collateral Loan as to which:


 


(a)         
a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral
Loan (without regard to any grace period applicable thereto, or waiver thereof, after the passage of five Business Days in the
case of interest or three Business Days in the case of principal if the Borrower or the Services Provider determines that such
default is unrelated to credit-related causes (which determination shall be reported in the next Collateral Report required to
be delivered pursuant to Section 5.1(h)), but in no case beyond the passage of any grace period applicable thereto);


 



    20


     


    

 


(b)         the Borrower or the Services Provider has received written notice or a Senior Authorized Officer of the Borrower or the
Services Provider has actual knowledge that a default as to the payment of principal and/or interest has occurred and is continuing
on another debt obligation of the same Obligor that is senior or pari passu in right of payment to such Collateral Loan (in each
case, after the passage of three Business Days if the Borrower or the Services Provider determines that such default is unrelated
to credit-related causes (which determination shall be reported in the next Collateral Report required to be delivered pursuant
to Section 5.1(h) but only to the extent the Borrower or the Services Provider has been notified or otherwise has knowledge of
such default), but in no case beyond the passage of any grace period applicable thereto; provided that both the Collateral Loan
and such other debt obligation are full recourse obligations of the applicable Obligor);


 


(c)         
except in the case of a DIP Loan or Current Pay Obligation, the Obligor in respect of such Collateral Loan has, or others
have, instituted proceedings to have such Obligor adjudicated as bankrupt or insolvent or placed into receivership and such proceedings
have not been stayed or dismissed, or such Obligor has filed for protection under Chapter 11 of the Bankruptcy Code;


 


(d)         except in the case of a DIP Loan, the Obligor with respect to such Collateral Loan has an S&P Rating of lower than “CCC-”
or “D” or “SD” or had any such rating immediately before such rating was withdrawn by S&P;


 


(e)         
the Borrower or the Services Provider has received notice or a Senior Authorized Officer of the Borrower or the Services
Provider has actual knowledge that another debt obligation of the same Obligor that is senior or pari passu in right of payment
to such Collateral Loan has an S&P Rating of lower than “CCC-” or “D” or “SD” or had any
such rating immediately before such rating was withdrawn by S&P, and such other debt obligation remains outstanding; provided
that both the Collateral Loan and such other debt obligation are full recourse obligations of the applicable Obligor;


 


(f)          
a default with respect to which the Borrower or the Services Provider has received written notice, or a Senior Authorized
Officer of the Borrower or the Services Provider has actual knowledge, that a default has occurred under the Related Contracts
and any applicable grace period has expired and the holders of such Collateral Loan have accelerated the repayment of the Collateral
Loan (but only until such acceleration has been rescinded) in the manner provided in the Related Contracts;


 


(g)         such Collateral Loan is a Participation Interest (until it is elevated or converted to an assigned loan) with respect to
which the related Selling Institution has defaulted in any material respect in the performance of any of its payment obligations
under the Participation Interest;


 



    21


     


    

 


(h)         such Collateral Loan is a Participation Interest (until it is elevated or converted to an assigned loan) in a loan that
would, if such loan were a Collateral Loan, constitute a “Defaulted Loan” (other than under this clause (h)) or with
respect to which the Selling Institution has an S&P Rating of lower than “CCC-” or “D” or “SD”
or had such rating immediately before such rating was withdrawn by S&P;


 


(i)          
the Borrower or the Services Provider (in accordance with the Servicing Standard) has otherwise declared such Collateral
Loan to be a “Defaulted Loan”;


 


(j)          
such Collateral Loan has been placed on non-accrual status by the Services Provider; or


 


(k)          such Collateral Loan is deemed a Defaulted Loan pursuant to Section 5.19;


 


provided that
Current Pay Obligations (or portions thereof, as applicable) in excess of 10.0% of Total Capitalization shall be deemed to be Defaulted
Loans as set forth in the proviso in the definition of “Current Pay Obligation”.


 


“Defaulting
Lender” means a Lender that has at any time (i) failed to fund all or any portion of its Loans when and as required hereunder
(other than failures to fund (a) solely as a result of a bona fide dispute as to whether the conditions to borrowing were satisfied
on the relevant Borrowing Date, but only for such time as such Lender is continuing to engage in good faith discussions regarding
the determination or resolution of such dispute, and such Lender has notified the Administrative Agent in writing of its intention
not to fund and has specifically identified such condition precedent to funding that was not satisfied, or (b) solely as a result
of a failure to disburse due to an administrative error or omission by such Lender, and such failure is cured within five Business
Days after such Lender receives written notice or has actual knowledge of such administrative error or omission) or (ii) has notified
the Borrower and the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or
expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that
such position is based on such Lender’s dispute as to the satisfaction of any condition precedent pursuant to the foregoing
clause (a)) or generally under other agreements under which it shall have committed to extend credit.


 


“Delaware
LLC” means any limited liability company organized or formed under the laws of the State of Delaware.


 


“Delaware
LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217
of the Delaware Limited Liability Company Act.


 


“Delayed Funding
Loan” means a Collateral Loan pursuant to which one or more future advances will be required to be made to the Obligor
thereunder but which does not permit any such advance that has been made to be reborrowed once repaid by the Obligor; provided
that such loan shall only be considered to be a Delayed Funding Loan to the extent of the unfunded commitment and only for so long
as any future funding obligations remain in effect.


 



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“DIP Loan”
means any interest in a loan or financing facility with an S&P Rating or for which a Credit Estimate has been requested (i)
which is an obligation of either a debtor-in-possession as described in Section 1107 of the Bankruptcy Code or a trustee (if appointment
of such trustee has been ordered pursuant to Section 1104 of the Bankruptcy Code) (in either case, a “Debtor”)
organized under the laws of the United States or any State therein; (ii) which is paying interest on a current basis; and (iii)
the terms of which have been approved by an order of the United States Bankruptcy Court, the United States District Court, or any
other court of competent jurisdiction, the enforceability of which order is not subject to any pending contested matter or proceeding
(as such terms are defined in the Federal Rules of Bankruptcy Procedure) and which order provides that (a) such DIP Loan is secured
by liens on the Debtor’s otherwise unencumbered assets pursuant to Section 364(c)(2) of the Bankruptcy Code; (b) such DIP
Loan is secured by liens of equal or senior priority on property of the Debtor’s estate that is otherwise subject to a lien
pursuant to Section 364(d) of the Bankruptcy Code; (c) such DIP Loan is secured by junior liens on the Debtor’s encumbered
assets and such DIP Loan is fully secured based upon a current valuation or appraisal report; or (d) if the DIP Loan or any portion
thereof is unsecured, the repayment of such DIP Loan retains priority over all other administrative expenses pursuant to Section
364(c)(1) of the Bankruptcy Code.


 


“Discount
Loan” means any Collateral Loan that is acquired by the Borrower for a purchase price paid by the Borrower to the seller
of such Collateral Loan of less than 90% of the principal balance of such Collateral Loan.


 


“Distribution”
means any payment of principal or interest or any dividend or premium payment made on, or any other distribution in respect of,
a Collateral Loan or other security.


 


“Diversity
Score” means a single number that indicates collateral concentration in terms of both issuer and industry concentration,
calculated as set forth on Schedule C hereto.


 


“Document
Checklist” means, for any Collateral Loan, an electronic or hard copy list, substantially in the form attached hereto
as Exhibit J delivered by the Borrower (or the Services Provider on behalf of the Borrower) to the Document Custodian (with
a copy to the Collateral Agent) that identifies the Collateral Loan, the applicable Obligor and each of the Related Contracts that
shall be delivered to the Document Custodian by the Borrower, and whether each such document is an original or a copy.


 


“Document
Custodian” means Cortland Capital Market Services LLC, in its capacity as document custodian under this Agreement, and
its successors in such capacity.


 


“Document
Custodian Fee” means the fee payable to the Document Custodian in arrears on each Quarterly Payment Date in an amount
specified in the Document Custodian Fee Letter.


 


“Document
Custodian Fee Letter” means the fee letter dates as of the date hereof, between the Borrower and the Document Custodian,
as amended, restated, supplemented or otherwise modified from time to time.


 


“Document
Custodian Office” has the meaning assigned to such term in Section 14.1(b).


 


“Dollars”
and “$” mean lawful money of the United States of America.


 



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“Domicile”
or “Domiciled” means, with respect to any Obligor with respect to a Collateral Loan, its country of organization
or incorporation.


 


“Downgraded
Lender” means a Revolving Lender that fails to be an Approved Lender in accordance with the terms of such definition.


 


“Due Date”
means each date on which a Distribution is due on a Collateral Loan.


 


“Due Period”
means, with respect to any Quarterly Payment Date, the period commencing on the day following the last day of the immediately preceding
Due Period (or, in the case of the initial Due Period, the period commencing on the Closing Date) and ending on (and including)
the Calculation Date immediately preceding such Quarterly Payment Date (or, in the case of the Due Period that is applicable to
the Quarterly Payment Date occurring on the Stated Maturity, ending on the day preceding such Quarterly Payment Date).


 


“EBA”
means the European Banking Authority (including any successor or replacement organization thereto).


 


“EBITDA”
means earnings before interest, taxes, depreciation and amortization (determined, for any Collateral Loan, in the manner provided
in the Related Contracts) and in any case that “EBITDA,” “Adjusted EBITDA” or such comparable definition
is not defined in such Related Contracts, an amount, for the principal Obligor on such Collateral Loan and any of its parents or
Subsidiaries that are obligated pursuant to the Related Contracts for such Collateral Loan (determined on a consolidated basis
without duplication in accordance with GAAP) equal to net income from continuing operations for such period plus (a) cash interest
expense, (b) income taxes, (c) depreciation and amortization for such period (to the extent deducted in determining earnings from
continuing operations for such period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees
and other capitalized costs), to the extent not otherwise included in clause (c) above, other noncash charges and organization
costs, (e) extraordinary losses in accordance with GAAP, and (f) any other item the Borrower and the Administrative Agent mutually
deem to be appropriate.


 


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


 


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


 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“EIOPA”
means the European Insurance and Occupational Pensions Authority (including any successor or replacement organization thereto).


 



    24


     


    

 


“Eligibility
Criteria” means, as of (i) the date of each origination or acquisition of a debt obligation and (ii) each applicable
Borrowing Date, each of the following:


 


(a)         each Concentration Limitation is satisfied immediately after giving effect to such origination, acquisition or applicable
Borrowing (or, if not satisfied immediately prior to such origination, acquisition or applicable Borrowing, compliance with such
Concentration Limitation is maintained or improved after giving effect to such origination, acquisition or applicable Borrowing);


 


(b)         each component of the Collateral Quality Test is satisfied immediately after giving effect to such origination or acquisition
(or, if not satisfied immediately prior to such origination, acquisition or applicable Borrowing, compliance with the Collateral
Quality Test is maintained or improved after giving effect to such origination, acquisition or applicable Borrowing);


 


(c)         
each Coverage Test is satisfied immediately after giving effect to such origination, acquisition or applicable Borrowing;


 


(d)         the Senior Advance Rate Test is satisfied immediately after giving effect to such origination, acquisition or applicable
Borrowing;


 


(e)         
each of the criteria in the definition of “Collateral Loan” is satisfied with respect to such origination or
acquisition of a debt obligation; provided that, for the avoidance of doubt, for purposes of determining whether the Eligibility
Criteria have been satisfied, such criteria shall only be tested as of the date of such origination or acquisition of such debt
obligation; and


 


(f)          
the Originator Requirement is satisfied immediately after giving effect to such acquisition (or commitment to acquire) or
origination.


 


“Eligible
Account Bank” means, with respect to any specified account, a financial institution:


 


(a)          that
if such account is a fully segregated trust account with the trust department or corporate trust department of such financial institution,
has a long-term debt rating of at least “A” and a short-term debt rating of at least “A-1” by S&P (or
at least “A+” by S&P if such institution has no short-term rating); provided that if such financial institution
ceases to have a long-term debt rating of at least “A” and a short-term debt rating of at least “A-1” by
S&P (or at least “A+” by S&P if such institution has no short-term rating), it is replaced within 60 days
by a financial institution with long-term debt rating of at least “A” and a short-term debt rating of at least “A-1”
by S&P (or at least “A+” by S&P if such institution has no short-term rating); or


 


(b)        as
to which the Rating Condition is satisfied and the Borrower and the Majority Lenders have consented to such financial institution
constituting an “Eligible Account Bank” hereunder.


 


“Eligible
Cov-Lite Loan” means a Cov-Lite Loan that is a Senior Secured Loan or a First Lien/Last Out Loan.


 



    25


     


    

 


“Eligible
Investment Required Ratings” means, in the case of each Eligible Investment, a short-term credit rating of at least “A-1”
(or, in the absence of a short-term credit rating, “AA-” or better) from S&P.


 


“Eligible
Investments” means any investment denominated in Dollars that, at the time it is delivered to the Collateral Agent (directly
or through a financial intermediary or bailee), is one or more of the following obligations or securities:


 


(i)         direct Registered obligations of, and Registered 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;


 


(ii)        demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal
funds sold by any depositary institution or trust company incorporated under the laws of the United States of America or any state
thereof and subject to supervision and examination by federal and/or state banking authorities so long as the commercial paper
and/or the debt obligations of such depositary institution or trust company (or, in the case of the principal depositary 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;


 


(iii)       non-extendable commercial paper or other short-term 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;


 


(iv)       money market funds domiciled outside of the United States which funds have, at all times, the highest Moody’s credit
rating assignable at such time and credit ratings of “AAAm” by Standard & Poor’s;


 


(v)        any other investment similar to those described in clauses (i) through (iv) above which (a) has the Eligible Investment
Required Ratings at the time of such investment and (b) has been approved by the Majority Lenders; provided that the Rating Condition
has been satisfied with respect to any such investment;


 



    26


     


    

 


and, in the case of (i) through (iii) and
(v) above, with a stated maturity (after giving effect to any applicable grace period) no later than the Business Day immediately
preceding the Quarterly Payment Date next following the Interest Period in which the date of investment occurs (unless such Eligible
Investments are issued by the Collateral Agent in its capacity as a banking institution, in which event such Eligible Investments
may mature on such Quarterly Payment Date); provided that none of the foregoing obligations or securities shall constitute
Eligible Investments if (a) such obligation or security has an “f”, “r”, “p”, “pi”,
 “q” or “t” subscript assigned by Standard & Poor’s, (b) all, or substantially all, of the
remaining amounts payable thereunder consist of interest and not principal payments, (c) such obligation or security is subject
to any withholding tax (other than withholding taxes imposed under FATCA) unless the issuer of the security is required to make
 “gross-up” payments or pay “additional amounts” in respect of, or otherwise compensate the holder of such
security for, the full amount of such withholding tax for any reason, (d) such obligation or security is secured by real property,
(e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such
obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action or
(g) in the Borrower’s or the Services Provider’s judgment, such obligation or security is subject to material
non-credit related risks. Eligible Investments may include, without limitation, those investments for which an Agent or an affiliate
of an Agent provides services. Any investment, which otherwise qualifies as an Eligible Investment, may (1) be made by the Collateral
Agent or any of its Affiliates and (2) be made in securities of any entity for which the Collateral Agent or any of its Affiliates
receives compensation or serves as offeror, distributor, investment adviser or other service provider. Notwithstanding anything
to the contrary, Eligible Investments shall exclude any investments not treated as “cash equivalents” for purposes of
Section__.10(c)(8)(iii)(A) of the regulations implementing the Volcker Rule in accordance with any applicable interpretive guidance
thereunder.


 


“Eligible
Loan Index” means, with respect to each Collateral Loan, one of the following indices as selected by the Borrower or
the Services Provider upon the origination, acquisition or contribution of such Collateral Loan: the Credit Suisse Leveraged Loan
Indices, the Deutsche Bank Leveraged Loan Index, the Goldman Sachs/Loan Pricing Corporation Liquid Leveraged Loan Index, the Bank
of America Securities Leveraged Loan Index, the S&P/LSTA Leveraged Loan Indices or any other nationally recognized loan index
subject to the consent of the Majority Lenders with written notice thereof to be provided to S&P (collectively, the “Approved
Indices”); provided that the Borrower or the Services Provider may change the index applicable to a Collateral
Loan to another of the Approved Indices at any time following the origination, acquisition or contribution thereof after giving
notice to the Administrative Agent and the Collateral Agent.


 


“Enforcement
Event” has the meaning set forth in Section 6.2(b).


 


“Engagement
Letter” means the Letter Agreement, dated as of September 25, 2019, between the Parent and Natixis Securities Americas
LLC, as amended from time to time in accordance with the terms thereof.


 


“Environmental
Claim” means, with respect to any Person, any written notice, claim, demand or similar communication by any other Person
having jurisdiction alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources
damage, property damages, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or
release into the environment, of any Hazardous Substances at any location, whether or not owned by such Person or (ii) circumstances
forming the basis of any violation, of any applicable Environmental Law, in each case as to which there is a reasonable likelihood
of an adverse determination with respect thereto and which, if adversely determined, would have a Material Adverse Effect.


 


“Environmental
Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other
governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges
or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment including, without limitation, ambient
air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation
thereof.


 



    27


     


    

 


“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 Security”
means any equity security or any other security or loan that is not eligible for acquisition by the Borrower as a Collateral Loan
and any security acquired by the Borrower as part of a “unit” with a Collateral Loan and which itself is not eligible
for acquisition by the Borrower as a Collateral Loan.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.


 


“ERISA Group”
means each controlled group of corporations or trades or businesses (whether or not incorporated) under common control that is
treated as a single employer under Section 414(b) or (c) or, for the purposes of Section 412 of the Code and Section 302 of ERISA,
(m) or (o) of the Code, with the Borrower.


 


“ESMA”
means the European Securities and Markets Authority (including any successor or replacement organization thereto).


 


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


 


“EU Risk Retention
Requirements” means Article 6 of the Securitisation Regulation, including any implementing regulation, technical standards
and official guidance related thereto.


 


“Eurodollar
Rate Loans” means Loans accruing interest at an Applicable Rate based upon the London Interbank Offered Rate.


 


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


 


“Event of
Default” has the meaning set forth in Section 6.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder,
all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory
provision shall be deemed to be a reference to any successor statutory or regulatory provision.


 


“Excluded
Liability” means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including,
without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.


 



    28


     


    

 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to each Lender and the Administrative Agent or required
to be withheld or deducted from a payment to such Person, (i) Taxes imposed on or measured by its net income (however denominated),
franchise Taxes, and branch profits Taxes, in each case (A) imposed as a result of the Lender or the Administrative Agent (as the
case may be) being organized under the laws of, or having its principal office or, in the case of each Lender, its applicable lending
office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes,
(ii) in the case of each Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender
with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (y) such Lender acquires such
interest in the Loan (other than pursuant to an assignment request by the Borrower under Section 11.5) or (z) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 11.4, 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, (iii) Taxes attributable to such Lender or the Administrative Agent’s failure to comply with
Section 11.4(d) and (iv) any U.S. federal withholding Taxes imposed under FATCA.


 


“Executive
Order” is defined in Section 4.23.


 


“Exposure
Amount” as of any date means, with respect to any Revolving Collateral Loan or Delayed Funding Loan, the excess of (a)
the Borrower’s maximum funding commitment thereunder over (b) the Principal Balance of such Revolving Collateral Loan
or Delayed Funding Loan. For the avoidance of doubt, Exposure Amounts in respect of a Defaulted Loan shall be included in the calculation
of the Exposure Amount if the Borrower is at such time subject to contractual funding obligations with respect to such Defaulted
Loan and such obligation has not ceased to be enforceable under the U.S. Bankruptcy Code.


 


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


 


“Federal Funds
Rate” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) 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 FRBNY on the Business Day next succeeding such day; provided that (i) if
such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately
preceding Business Day as so published on the next succeeding Business Day and (ii) if no such rate is so published on such
next succeeding Business Day, the Federal Funds Rate for such day shall be the average (rounded upward, if necessary, to the next
1/100th of 1%) of the quotations for such day of such transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it. Notwithstanding the foregoing or any other provision of this Agreement, the rate
calculated pursuant to this definition shall not be less than 0%.


 



    29


     


    

 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System as constituted from time to time.


 


“Fee Proceeds”
means all amounts in the Collection Account representing upfront, commitment, amendment and waiver, late payment (including compensation
for delayed settlement or trades), anniversary, annual, facility, prepayment, redemption, call premium or any other fees of any
type received by the Borrower in respect of any Collateral Loan and any excess, with respect to participation interests in Collateral
Loans which have been sold by the Borrower, of the interest paid by the applicable Obligor in respect of the portion of such Collateral
Loan that is the subject of such participation interest over the amount of interest required to be paid by the Borrower to the
purchaser of such participation interest pursuant to the underlying participation agreement; provided that Fee Proceeds
shall not include any reimbursement of expenses payable by the Borrower to third parties, including legal fees, that may be received
by the Borrower from any Obligor or any fees received in connection with the reduction of principal of the related Collateral Loan.
Fee Proceeds shall in all cases constitute Interest Proceeds.


 


“Financial
Sponsor” means any Person whose principal business activity is acquiring, holding, and selling investments (including
controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and
records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness
are independent of the other companies so owned by such Person.


 


“First Lien/Last
Out Loan” means a loan that, prior to an event of default under the applicable Related Contract, is entitled to receive
payments pari passu with other senior secured loans of the same Obligor, but following an event of default under the applicable
Related Contract, such Collateral Loan becomes fully subordinated to other senior secured loans of the same Obligor and is not
entitled to any payments until such other senior secured loans are paid in full.


 


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


 


“Floating
Rate Obligation” means any Collateral Loan that bears a floating rate of interest.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a
Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes.


 


“Foreign Official”
is defined in Section 4.22.


 


“FRBNY”
means the Federal Reserve Bank of New York.


 


“Future Funding
Reserve Account” means the trust account established pursuant to Section 8.3(b).


 


“GAAP”
means generally accepted accounting principles in effect from time to time in the United States.


 



    30


     


    

 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank).


 


“Grant”
means to grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of
set-off against, deposit, set over and 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 without limitation 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 give consents, waivers or make 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.


 


“Group I Country”
means Australia, The Netherlands, New Zealand and the United Kingdom.


 


“Group II
Country” means Germany, Sweden and Switzerland.


 


“Group III
Country” means Austria, Belgium, Denmark, Finland, France, Luxembourg and Norway.


 


“Hazardous
Substances” means any toxic, radioactive, caustic or otherwise hazardous substance, identified as such as a matter of
Environmental Law, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics.


 


“Increased
Costs” means any amounts due pursuant to Section 2.9 and/or Article XI.


 


“Incurrence
Covenant” means a covenant by any borrower to comply with one or more financial covenants (including without limitation
any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) only upon the occurrence of certain
actions of the borrower, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.


 


“Indebtedness”
of any Person means, without duplication, (a) as shown on such Person’s balance sheet (if any) (i) all indebtedness
of such Person for borrowed money or for the deferred purchase price of property and (ii) all indebtedness of such Person
evidenced by a note, bond, debenture or similar instrument (whether or not disbursed in full), (b) the face amount of all
letters of credit issued for the account of such Person and, without duplication, all unreimbursed amounts drawn thereunder, (c) all
Contingent Obligations of such Person, and (d) all payment obligations of such Person under any interest rate protection agreement
(including, without limitation, any interest rate swaps, caps, floors, collars and similar agreements) and currency swaps and similar
agreements which were not entered into specifically in connection with Indebtedness set forth in clauses (a), (b) or (c) hereof.


 



    31


     


    

 


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


 


“Indemnitee”
has the meaning set forth in Section 12.3(b).


 


“Ineligible
Asset” means an asset that fails to satisfy the Eligibility Criteria upon the origination, acquisition of or receipt
of a contribution of such asset.


 


“Initial Borrowing
Date” means the Business Day on which the initial Borrowing occurs.


 


“Initial Election”
has the meaning set forth in Section 5.39(a).


 


“Initial Lender”
means Natixis, any of its Affiliates and any CP Conduit managed or supported by Natixis (or any of its Affiliates).


 


“Initial Rating”
means the rating given to the Loans by S&P as of the Closing Date.


 


“Interest
Coverage Amount” means, at any time, without duplication, the sum of (a) the scheduled interest payments and scheduled
fees due (in each case regardless of whether the applicable payment date has yet occurred) on the Collateral Loans (excluding Defaulted
Loans to the extent set forth in the definition of “Interest Proceeds”) for the then-current Due Period; (b) amounts
on deposit in the Collection Account, including Eligible Investments, representing Interest Proceeds; (c) scheduled interest
on Eligible Investments held in the Collection Account, the Future Funding Reserve Account and the Closing Expense Account, in
each case for the then-current Due Period; and (d) all regularly scheduled amounts due and payable to the Borrower under Interest
Hedge Agreements during the then-current Due Period.


 


“Interest
Coverage Ratio” means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing:


 


(a)         
(i) the Interest Coverage Amount less (ii) all amounts payable on the related Quarterly Payment Date pursuant to clauses
(A) through (C) of Section 9.1(a)(i) by


 


(b)         the sum of all interest due on the Loans on the related Quarterly Payment Date.


 


“Interest
Coverage Ratio Test” means a test satisfied on any Measurement Date following the first Quarterly Payment Date if the
Interest Coverage Ratio is greater than or equal to 130.0% on such date.


 


“Interest
Hedge Agreement” means an interest rate protection agreement that may be entered into between the Borrower and an Interest
Hedge Counterparty on or after the Closing Date, for the sole purpose of hedging interest rate risk between the portfolio of Collateral
Loans and the Loans, as amended from time to time in accordance with the terms thereof, with respect to which the Rating Condition
is satisfied.


 



    32


     


    

 


“Interest
Hedge Counterparty” means a counterparty meeting, at the time of entry by the Borrower into an Interest Hedge Agreement,
the then-current S&P criteria for hedge counterparties (or, with respect to any counterparty not meeting such criteria at such
time, any counterparty whose obligations in respect of such Interest Hedge Agreement are absolutely and unconditionally guaranteed
by an Affiliate of such counterparty meeting the then-current S&P guarantee criteria at such time), together with any permitted
assignee or successor (which meets the then-current S&P criteria for hedge counterparties) under such Interest Hedge Agreement
with respect to which the Rating Condition is satisfied.


 


“Interest
Period” means, with respect to each Borrowing (a) the period from (and including) the date of such Borrowing to (but
excluding) the following Calculation Date and (b) each successive period from (and including) the prior Calculation Date to (but
excluding) the following Calculation Date until the principal of the Borrowing is repaid; provided that, (x) in the case
of any Interest Period applicable to a prepayment of the Loans pursuant to Section 2.7(c) or the Priority of Payments, such Interest
Period shall end on the date of such prepayment and (y) in the case of the Interest Period applicable to the Quarterly Payment
Date occurring on the Stated Maturity, such Interest Period shall end on (and include) such Quarterly Payment Date.


 


“Interest
Proceeds” means, with respect to any Pledged Collateral (including Cash), (a) any payments with respect thereto
that are attributable to interest or yield in accordance with the Related Contracts of such Pledged Collateral, (b) all Fee Proceeds,
(c) all cash capital contributions made to the Borrower that are designated as Interest Proceeds pursuant to Section 6.5, (d) any
amounts deposited in the Collection Account from the Closing Expense Account in accordance with Section 8.3(e) and (e) all funds
on deposit in the Interest Reserve Account. Interest Proceeds shall also include any amounts paid to the Borrower pursuant to an
Interest Hedge Agreement (other than termination payments). No amounts that are required by the terms of any participation agreement
to be paid by the Borrower to any Person to whom the Borrower has sold a participation interest shall constitute “Interest
Proceeds” hereunder. Any amounts received in respect of any Defaulted Loan will constitute Principal Proceeds (and not Interest
Proceeds) until the aggregate of all Collections in respect of such Defaulted Loan since it became a Defaulted Loan equals the
Principal Balance of such Collateral Loan at the time it became a Defaulted Loan; thereafter, any such amounts will constitute
Interest Proceeds. Any amounts received in respect of any Equity Security will constitute Principal Proceeds (and not Interest
Proceeds).


 


“Interest
Reserve Account” means the account established pursuant to Section 8.3(c).


 


“Interpolated
Rate” means (a) for any Interest Period equal to three months, three month LIBOR as calculated in accordance with the
definition of “LIBOR” and (b) for any Interest Period of less than or greater than three months, the rate determined
through the use of straight-line interpolation by reference to two rates calculated in accordance with the definition of “LIBOR”,
one of which shall be determined as if the maturity of the Dollar deposits referred to therein were the period of time for which
rates are available next shorter than the Interest Period and the other of which shall be determined as if such maturity were the
period of time for which rates are available next longer than the Interest Period; provided that if an Interest Period is
less than or equal to seven days, then LIBOR shall be determined by reference to a rate calculated in accordance with the definition
of “LIBOR” as if the maturity of the Dollar deposits referred to therein were a period of time equal to seven days.


 



    33


     


    

 


“Investment
Advisers Act” means the Investment Advisers Act of 1940, as amended.


 


“Investment
Advisory Agreement” means the Second Amended and Restated Investment Advisory Agreement, dated as of February 19, 2020,
between the Services Provider and ORCA LLC, as amended, restated, supplemented or otherwise modified from time to time.


 


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


 


“Investment
Criteria Adjusted Balance” means, with respect to any Collateral Loan, the Principal Balance of such Collateral Loan;
provided that for all purposes the Investment Criteria Adjusted Balance of any Discount Loan shall be the purchase price
of such Discount Loan (after adding the amount of any subsequent borrowings and subtracting the amount of any subsequent repayments
thereof).


 


“IRS”
means the U.S. Internal Revenue Service.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.


 


“Lender”
means each Person that is listed as a “Lender” on the signature pages hereto, any Person that shall have become a party
hereto pursuant to an Assignment and Assumption in respect of the Loans and, in each case, their respective successors, in each
case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption in respect of the Loans.


 


“Lender Collateral
Account” means the trust account established pursuant to Section 8.3(d).


 


“Lender Collateral
Subaccount” has the meaning set forth in Section 8.3(d)(ii).


 


“LIBOR Business
Day” means any day except a Saturday, a Sunday or a day on which commercial banks in London or New York City are authorized
or required by law to close.


 


“LIBOR Replacement
Date” means the earlier to occur of the following events with respect to LIBOR:


 


		(1)	in the case of clause (a) or (b) of the definition of “LIBOR Transition
Event,” the later of (x) the date of the public statement or publication of information referenced therein and (y) the date
on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR; or



 


		(2)	in the case of clause (c) of the definition of “LIBOR Transition Event,”
the date of the public statement or publication of information referenced therein.



 



    34


     


    

 


“LIBOR Transition
Event” means the occurrence of one or more of the following events with respect to LIBOR:


 


(a)         
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;


 


(b)         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


 


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


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other
type of arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of
this Agreement, any Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest
of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.


 


“Liquidity
Facility” means, with respect to any Loan by any CP Lender, a liquidity asset purchase agreement, swap transaction or
other facility that provides liquidity for Commercial Paper Notes, and any guaranty of any such agreement or facility.


 


“Liquidity
Funding” means, with respect to any Loan by any CP Lender, at any time, funding by a CP Lender of all or a portion of
the outstanding principal amount of such Loan with funds provided under a Liquidity Facility.


 


“Liquidity
Funding Period” means, with respect to any Loan by any CP Lender, a period of time during which all or a portion of the
outstanding principal amount of such Loan is funded through a Liquidity Funding.


 


“Liquidity
Funding Rate” means with respect to any Liquidity Funding under a Liquidity Facility for any period, the per annum rate
of interest equal to the rate of interest provided for in the relevant Liquidity Facility at such time.


 


“Loan Assignment
Agreement” has the meaning assigned to such term in Section 8.1(d).


 


“Loan Documents”
means this Agreement, the Account Control Agreement, the Corporate Services Agreement, the Notes, the Interest Hedge Agreements
(if any), the Sale and Contribution Agreement, the Collateral Agent Fee Letter, the Document Custodian Fee Letter and the Retention
Letter.


 



    35


     


    

 


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


 


“London Interbank
Offered Rate” or “LIBOR” means, with respect to any Interest Period, the greater of (a) zero and (b)
the Interpolated Rate (expressed as a percentage per annum rounded upwards to the nearest one hundredth (1/100) of one percent
(1%)) for deposits in Dollars for the appropriate periods that appear on Reuters Page LIBOR01 (or on any successor or substitute
page or service providing quotations of interest rates applicable to dollar deposits in the London interbank market comparable
to those currently provided on such page, as determined by the Administrative Agent from time to time) as reported by Bloomberg
Financial Markets Commodities News as of 11:00 a.m., London time, two LIBOR Business Days before the first day of such Interest
Period. If such rates do not appear on Reuters Page LIBOR01 (or on any such successor or substitute page or service referred to
above) as of 11:00 a.m., London time, two LIBOR Business Days before the first day of such Interest Period, the Administrative
Agent will request the principal London office of any four (4) major reference banks in the London interbank market selected by
the Administrative Agent to provide such bank’s offered quotation (expressed as a percentage per annum rounded upwards to
the nearest one hundredth (1/100) of one percent (1%)) to prime banks in the London interbank market for deposits in Dollars for
the appropriate periods as of 11:00 a.m., London time, on such date for amounts comparable to the then outstanding principal amount
of the applicable Loan (if available). If at least two such offered quotations are so provided, LIBOR will be the arithmetic mean
of such quotations. If fewer than two such quotations are so provided, the Administrative Agent will request any three (3) major
banks in New York City selected by the Administrative Agent to provide such bank’s rate (expressed as a percentage per annum
rounded upwards to the nearest one hundredth (1/100) of one percent (1%)) for loans in Dollars to leading European banks for the
appropriate periods as of approximately 11:00 a.m., New York City time, on the date which is two LIBOR Business Days before the
first day of such Interest Period for amounts comparable to the then outstanding principal amount of the applicable Loan (if available).
If at least two such rates are so provided, the London Interbank Offered Rate will be the arithmetic mean of such rates. If fewer
than two rates are so provided, then the London Interbank Offered Rate will be the rate provided. If no such rate is provided,
the London Interbank Offered Rate for such Interest Period will be the London Interbank Offered Rate in effect for the prior Interest
Period.


 


“Long Dated
Loan” means as of any date of determination, any obligation with a stated maturity after the Stated Maturity (but no
later than three years after the Stated Maturity) including, for the avoidance of doubt, any obligation with a stated maturity
after the Stated Maturity after giving effect to an amendment, consent, modification or waiver that extends the final maturity
of such obligation.


 


“Maintenance
Covenant” means a covenant by any borrower to comply with one or more financial covenants (including, without limitation,
any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, whether
or not such borrower has taken any specified action.


 



    36


     


    

 



 


“Majority
Lenders” means the Lender or Lenders holding, collectively, more than 50% of the aggregate Undrawn Commitments and aggregate
principal amount of all of the Loans outstanding at such time; provided that (i) for purposes of making any determination
of Majority Lenders, the Undrawn Commitment of, and the portion of the Loans held or deemed held by, any Defaulting Lender shall
be excluded (unless there are no Lenders that are not Defaulting Lenders at such time) and (ii) for so long as any Initial Lender
is a Lender hereunder, the “Majority Lenders” shall always be deemed to include such Initial Lender, it being understood
that, accordingly, any vote or action to be taken by the Majority Lenders hereunder while any Initial Lender is a Lender shall
require the corresponding vote or action, as the case may be, of such Initial Lender (in addition to, and not instead of, the vote
or action otherwise required from the Lender or Lenders holding, collectively, more than 50% of the sum of (a) the aggregate principal
amount of the Loans outstanding at such time plus (b) the aggregate undrawn Commitments in respect of the Revolving Loans at such
time).


 


“Majority
Revolving Lenders” means the Revolving Lender or Revolving Lenders holding, collectively, more than 50% of the aggregate
Undrawn Commitments and aggregate principal amount of all of the Revolving Loans outstanding at such time; provided for
purposes of making any determination of Majority Revolving Lenders, the Undrawn Commitment of, and the portion of the Revolving
Loans held or deemed held by, any Defaulting Lender shall be excluded (unless there are no Lenders that are not Defaulting Lenders
at such time).


 


“Margin Stock”
shall have the meaning provided such term in Regulation U.


 


“Market Value”
means, as of any date of determination, with respect to any loans or other assets, the amount (determined by the Borrower, or the
Services Provider in accordance with the Servicing Standard) equal to the product of the outstanding principal amount thereof and
the price determined in the following manner:


 


(a)          
the bid-side quote determined by any of (i) Loan Pricing Corporation, LoanX Inc., MarkIt Partners, Mergent, Inc. or IDC
or (ii) subject to satisfaction of the Rating Condition, any other nationally recognized loan pricing service selected by the Borrower
or the Services Provider with notice to the Lenders; provided that the Majority Lenders may object to the selection of any loan
pricing service selected pursuant to the immediately preceding clause (ii) within five Business Days after receipt of such notice;


 


(b)          
if such quote described in clause (a) is not available,


 


(i)           
the average of the bid-side quotes determined by three independent SEC-registered broker-dealers active in the trading of
such asset;


 


(ii)          
if only two such bids can be obtained, the lower of the bid-side quotes of such two bids; or


 


(iii)         
if only one such bid can be obtained, such bid;


 


provided that
a bid provided pursuant to this clause (b) shall not be from any of the Borrower, the Services Provider or any Affiliate of any
thereof; or


 






    37


     


    

 


(c)          
if the Market Value of an asset cannot be determined in accordance with clause (a) or (b) above, then the Market Value shall
be the Appraised Value; provided that (i) the Appraised Value of such Collateral Loan has been obtained or updated within
the immediately preceding four months, (ii) if the Appraised Value of a Collateral Loan is determined pursuant to clause (B) of
the definition of “Appraised Value”, the Market Value of such Collateral Loan shall not exceed the aggregate principal
amount thereof (or the portion thereof held by the Borrower) and (iii) if the Appraised Value has been requested but has not yet
been received, for assets representing an aggregate of up to 5.0% of the Total Capitalization, the Market Value determined by the
Services Provider (according to its own internal marking procedure) exercising reasonable commercial judgment in accordance with
the Servicing Standard, consistent with the manner in which it would determine the market value of an asset for purposes of other
funds or accounts managed by it; provided that the Market Value of any such asset may not be determined in accordance with
this subclause (iii) for more than 45 days; provided further that, for the avoidance of doubt, the Services Provider may,
but shall not be required to, obtain an Appraised Value for any Collateral Loan;


 


(d)          
if such quote or bid described in clause (a), (b) or (c) is not available, then the Market Value of such Collateral Loan
shall be the lower of (i) the Principal Balance of such Collateral Loan multiplied by the applicable S&P Recovery Rate for
such Collateral Loan and (ii) if any, the Market Value determined by the Borrower or the Services Provider (according to its own
internal marking procedure) exercising reasonable commercial judgment in accordance with the Servicing Standard, consistent with
the manner in which it would determine the market value of an asset for purposes of other funds or accounts managed by it; provided
that if the Services Provider is not a registered investment adviser under the Investment Advisers Act, the Market Value of any
such asset may not be determined in accordance with this clause (d) for more than 45 days; or


 


(e)          
if the Market Value of an asset cannot be determined in accordance with clause (a), (b), (c) or (d) above, then the Market
Value shall be deemed to be zero until such determination is made in accordance with clause (a), (b), (c) or (d) above.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition or results of operations
of the Borrower or the Services Provider (taken as a whole), (b) the ability of the Borrower, the Services Provider or the Retention
Provider to perform its obligations under the Loan Documents or (c) the rights, interests, remedies or benefits (taken as a whole)
available to the Lenders or the Agents under the Loan Documents (in each case, solely for purposes of Article VI, as determined
in good faith and on a commercially reasonably basis by the Lenders).


 


“Maximum Principal
Balance” means, as of any date of determination and with respect to all or any specified portion of the Collateral Loans,
the sum of (a) the Principal Balance of such Collateral Loans as of such date and (b) in the case of any such Collateral
Loans that are Revolving Collateral Loans or Delayed Funding Loans, the Exposure Amounts thereof.


 


“Maximum
Weighted Average Life Test” is a test satisfied on any Measurement Date if the Weighted Average Life of all Collateral
Loans as of such date is less than or equal to 6.5 years minus (b) the number of years (rounded to the nearest quarter)
that have elapsed since the Closing Date.


 






    38


     


    

 


“Measurement
Date” means each Calculation Date, each day Collateral Loans are acquired, originated or sold, each Collateral Report
Determination Date and each day pursuant to the request of the Majority Lenders or S&P; provided that if any such date
is not a Business Day, such Measurement Date shall be the next succeeding Business Day.


 


“Minimum Diversity
Score Test” means a test that will be satisfied on any Measurement Date if the Diversity Score (calculated as a single
number in accordance with standard diversity scoring methodology using S&P Industry Classifications) equals or exceeds 14.


 


“Minimum Weighted
Average Coupon Test” means a test that will be satisfied on any Measurement Date if the Weighted Average Coupon equals
or exceeds 7.0%.


 


“Minimum Weighted
Average S&P Recovery Rate Test” means the test that will be satisfied on any date of determination if the Weighted
Average S&P Recovery Rate for the Collateral Loans equals or exceeds the S&P CDO Monitor Recovery Rate.


 


“Minimum Weighted
Average Spread Test” means a test that will be satisfied on any Measurement Date if the Weighted Average Spread equals
or exceeds the S&P Minimum Floating Spread.


 


“Money”
shall have the meaning specified in Section 1-201(24) of the UCC.


 


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


 


“Multiemployer
Plan” means at any time a “multiemployer plan” within the meaning of Section 4001(a) (3) of ERISA to
which the Borrower or a member of its ERISA Group is then making or accruing an obligation to make contributions or has within
the preceding five plan years made contributions.


 


“Natixis”
means Natixis, New York Branch.


 


“Net Purchased
Collateral Loan Balance” means, as of any date of determination, an amount equal to the Aggregate Principal Balance of
all Collateral Loans sold and/or contributed to the Borrower prior to such date.


 


“Note”
means each promissory note, if any, issued by the Borrower to a Lender in accordance with the provisions of this Agreement, substantially
in the form set forth on Exhibit A hereto, as the same may from time to time be amended, supplemented, waived or modified.


 


“Obligations”
means all obligations, liabilities and Indebtedness of every nature of the Borrower, from time to time owing to the Agents, the
Interest Hedge Counterparties, the Lenders and the other Secured Parties under or in connection with this Agreement and the other
Loan Documents, including, without limitation, (a) the unpaid principal amount of, and interest on (including interest which,
but for the commencement of an insolvency, reorganization or bankruptcy case or proceeding or any receivership, liquidation, reorganization
or other similar case or proceeding with respect to the Borrower or with respect to any of its assets, would have accrued on any
Obligation, whether or not a claim is allowed against the Borrower for such interest in any such case or proceeding), all Loans
then outstanding, and (b) all fees, expenses, indemnity payments and other amounts owed to any Secured Party pursuant to this
Agreement and the other Loan Documents, in each case, whether or not then due and payable.


 






    39


     


    

 


“Obligor”
means, with respect to a Collateral Loan, any Person who is obligated to repay such Collateral Loan (including, if applicable,
a guarantor thereof), or any Person whose assets are relied upon by the Borrower at the time such Collateral Loan was originated
or acquired by the Borrower as the source of repayment of such Collateral Loan.


 


“OFAC”
has the meaning set forth in Section 4.23.


 


“Offer”
means with respect to any loan or security, any offer by the obligor or issuer of such loan or security or by any other Person
made to all of the holders of such loan or security to purchase or otherwise acquire such loan or security (other than pursuant
to any redemption in accordance with the terms of the applicable Related Contracts) or to convert or exchange such loan or security
into or for Cash, securities or any other type of consideration.


 


“ORCA LLC”
means Owl Rock Capital Advisors LLC, a Delaware limited liability company, or its successor in interest.


 


“Originator
Requirement” means, at any time, the condition that the nominal amount of Collateral Loans acquired (or committed to
be acquired) or originated by the Borrower for which the Retention Provider:


 


(a)          
either itself or through related entities (including the Borrower), directly or indirectly, was involved or will be involved
in negotiating the original agreements which created or will create such Collateral Loan; and/or


 


(b)          
is the seller thereof to the Borrower and the Retention Provider previously purchased (and, for not less than 15 Business
Days, held) such Collateral Loan for its own account prior to selling such Collateral Loan to the Borrower and that each of such
purchase and sale are made at the respective Market Value thereof at such time, is more than 50% of the nominal amount of all Collateral
Loans acquired (or committed to be acquired) or originated by the Borrower.


 


“Other Connection
Taxes” means, with respect to any Lender or the Administrative Agent, Taxes imposed as a result of a present or former
connection between such Lender or the Administrative Agent and the jurisdiction imposing such Tax (other than connections arising
from such Lender or the Administrative Agent 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 Loan
Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 11.5).


 


“Overcollateralization
Ratio” means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing:


 






    40


     


    

 


(a)          
the sum of (i) the Principal Collateralization Amount as of such date plus (ii) the Portfolio Exposure Amount (excluding
any Unsettled Amounts to the extent already included in the amount in clause (i)) for all Collateral Loans as of such date; by


 


(b)          
the sum of (i) the aggregate outstanding principal amount of the Loans as of such date plus (ii) the Portfolio Exposure
Amount for all Collateral Loans as of such date.


 


“Overcollateralization
Ratio Test” means a test satisfied on any Measurement Date if the Overcollateralization Ratio equals or exceeds (i) except
if clause (ii) applies, 160.71% or (ii) if a Senior Advance Rate Trigger Event has occurred and is continuing pursuant to (x) clause
(a) of the definition thereof, 166.67% or (y) clause (b) of the definition thereof, 173.08%.


 


“Parent”
means Owl Rock Capital Corporation II, a Maryland corporation, or its successor in interest.


 


“Participant”
has the meaning set forth in Section 12.6(b)(i).


 


“Participant
Register” has the meaning set forth in Section 12.6(b)(ii).


 


“Participation
Interest” means a participation interest in a loan that, at the time of acquisition, or the Borrower’s commitment
to acquire the same, satisfies each of the following criteria: (i) such participation interest would constitute a Collateral Loan
were it acquired directly, (ii) the Selling Institution is a lender in respect of such loan, (iii) the aggregate participation
interest in such 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, (iv) such participation interest does
not grant, in the aggregate, to the participant in such participation interest a greater interest than the Selling Institution
holds in the loan or commitment that is the subject of the participation interest, (v) except to the extent that such participation
is a contribution to equity by the Seller to the Borrower, the entire purchase price for such participation interest is paid in
full at the time of the Borrower’s acquisition thereof (or, in the case of a participation interest in a Revolving Collateral
Loan or a Delayed Funding Loan, at the time of the funding of such Revolving Collateral Loan or Delayed Funding Loan, as applicable),
(vi) the participation interest provides the participant all of the economic benefit and risk of the whole or part of the loan
or commitment that is the subject of the participation interest and (vii) such participation interest is documented under a Loan
Syndications and Trading Association, Loan Market Association or similar agreement standard for loan participation transactions
among institutional market participants or the Sale and Contribution Agreement. For the avoidance of doubt, a Participation Interest
shall not include a sub-participation interest in any loan.


 


“Partnership
Audit Rules” means Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, and any subsequent amendment
(and any Treasury regulations or other guidance promulgated, or that may be promulgated in the future) relating thereto.


 


“PATRIOT Act”
means the “Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001” (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“Payment Account”
means the payment account established pursuant to Section 8.3(a).


 






    41


     


    

 


“Payment Date
Report” has the meaning set forth in Section 9.1(c).


 


“Percentage
Share” means, when used:


 


(a)          
with respect to a Revolving Lender’s obligation to make Revolving Loans and right to receive payments of interest,
fees, principal and other amounts with respect thereto, the percentage obtained by dividing (i) such Revolving Lender’s
Revolving Commitment by (ii) the Total Revolving Commitment; provided that, if the Total Revolving Commitment has been
reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Revolving Lender’s Revolving Loans
and the denominator shall be the aggregate unpaid principal amount of all Revolving Loans;


 


(b)          
with respect to a Term Lender’s obligation to make Term Loans and right to receive payments of interest, fees, principal
and other amounts with respect thereto, the percentage obtained by dividing (i) such Term Lender’s Term Commitment by
(ii) the Total Term Commitment; provided that, if the Total Term Commitment has been reduced to zero, the numerator
shall be the aggregate unpaid principal amount of such Term Lender’s Term Loans and the denominator shall be the aggregate
unpaid principal amount of all Term Loans; and


 


(c)          
with respect to any other matters, for any Lender, the percentage obtained by dividing (i) the sum of such Lender’s
Undrawn Commitments plus the aggregate outstanding principal amount of Loans held by such Lender at such time by (ii) the
sum of all Lenders’ Undrawn Commitments plus the aggregate outstanding principal amount of all Loans at such time.


 


“Permitted
Affiliate” means an Affiliate of ORCA LLC having substantially the same principal personnel or personnel with comparable
expertise and experience as that of ORCA LLC that (i) will professionally and competently perform duties similar to those imposed
upon ORCA LLC under the Investment Advisory Agreement, (ii) is registered as an investment adviser under the Investment Advisers
Act, (iii) shall not require registration of the Borrower or the Borrower’s assets as an “investment company”
under the Investment Company Act and (iv) by its appointment will not cause the Borrower to be treated as a publicly traded partnership
taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income
basis.


 


“Permitted
Distribution” means any of the following:


 


(a)          
a distribution made pursuant to Sections 6.4 or 9.1; or


 


(b)          
a distribution to the Parent from the proceeds of the sale of Collateral Loans in connection with a Permitted Securitization,
so long as (x) after giving effect to such distribution and to any related prepayment of Loans from the proceeds of such sale pursuant
to Section 2.7(h), (i) no Event of Default or Default is in effect or would result from such distribution and any related prepayment
of Loans and (ii) the Senior Advance Rate Test, each Collateral Quality Test, the Concentration Limitations, the requirements of
Section 5.37 are satisfied and the Coverage Tests are satisfied, (y) the Administrative Agent has confirmed in writing to the Borrower
that it is reasonably satisfied that the requirements set forth in clause (x) hereof are satisfied, and (z) the Borrower gives
at least two Business Days’ notice concerning such distribution to the Agents and S&P (which notice shall contain a certificate
of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in sub-clause (x) above
with respect to such distribution).


 






    42


     


    

 


“Permitted
Liens” means (a) Liens for Taxes, assessments or charges if such Taxes, assessments or charges shall not at the time
be due and payable or if the Borrower shall currently be contesting the validity thereof in good faith by appropriate proceedings
and with respect to which reserves in accordance with GAAP have been provided on the books of the Borrower, and no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced with respect to such Liens, (b) Liens granted pursuant
to or by the Loan Documents, (c) Liens in favor of the Borrower created pursuant to Sale and Contribution Agreement and assigned
to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, (d) the restrictions on transferability
imposed by the Related Contracts (but only to the extent relating to customary procedural requirements and agent and Obligor consents
(except where the Services Provider or any of its Affiliates is the agent) expected to be obtained in due course and provided that
any Obligor consents will be obtained prior to the delivery of the related Collateral hereunder pursuant to Section 8.7), (e) the
restrictions on transferability imposed by any shareholder agreements in respect of Equity Securities acquired in connection with
the restructuring of a Collateral Loan or the exercise of remedies with respect thereto, (f) with respect to agented Collateral
Loans, Liens in favor of the lead agent, the collateral agent or the paying agent for the benefit of all holders of indebtedness
of such Obligor under the related Collateral Loan, (g) materialman’s, warehouseman’s, mechanics’ and other Liens
arising by operation of law in the ordinary course of business if such sums shall not at the time be due and payable or if the
appropriate person shall currently be contesting the validity thereof in good faith and no enforcement, collection, execution,
levy or foreclosure proceeding shall have been commenced with respect to such Liens, (h) Liens in favor of the Custodian or Securities
Intermediary to secure amounts owing to it pursuant to the Account Control Agreement and (i) with respect to any Collateral Loans,
Liens on the underlying collateral for such Collateral Loans.


 


“Permitted
Parent Distribution” means a distribution by the Borrower to the Parent from the proceeds of Borrowings hereunder or
other funds in the Collection Account or any Equity Security, which distribution satisfies all of the following conditions: (x)
such distribution occurs during the Reinvestment Period, (y) as evidenced by a compliance certificate delivered by the Borrower
to the Administrative Agent not later than 2:00 p.m. (New York City time) at least one Business Day prior to the day of such distribution,
which certificate shall set forth the amount of such distribution and all relevant calculations with respect thereto, after giving
effect to such distribution (i) no Event of Default or Default is in effect or would result from such distribution and any related
prepayment of Loans and (ii) the Senior Advance Rate Test, each Collateral Quality Test, the Concentration Limitations, the requirements
of Section 5.37 and the Coverage Tests are satisfied; provided that, solely for purposes of determining whether the Overcollateralization
Ratio Test and the Senior Advance Rate Test are satisfied for purposes of this clause (ii), the Principal Collateralization Amount
in “Overcollateralization Ratio” and in “Senior Advance Rate” shall be calculated using, (1) for (a) any
Collateral Loan that is not a Defaulted Loan, Long Dated Loan or Current Pay Obligation and has a current Market Value of less
than 95% of its par amount and (b) Current Pay Obligations up to 5.0% of Total Capitalization that have a current Market Value
of less than 95% of their respective par amount (measured separately with respect to each Current Pay Obligation), the lesser of
the Market Value and the purchase price of such Collateral Loan and (2) for any Collateral Loan that is not included in clause
(1) above (including, for the avoidance of doubt, Current Pay Obligations in excess of 5.0% of Total Capitalization), the method
of calculation set out in the definition of Principal Collateralization Amount, and (z) the Borrower gives at least two Business
Days’ notice of such distribution to the Agents and S&P. For the avoidance of doubt, the foregoing conditions will not
apply to any acquisitions of any new Collateral Loans by the Borrower from the Parent or any Affiliate of the Parent.


 






    43


     


    

 


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


 


“Person”
means an individual, a corporation, a partnership, an association, a trust, a limited liability company, member or any other entity
or organization, including a government or political subdivision or an agency or instrumentality thereof.


 


“PIK Loan”
means any loan that by its terms permits the deferral or capitalization of payment of accrued and unpaid interest, excluding any
loan that provides for periodic payments of interest thereon in cash no less frequently than semi-annually and the portion of interest
required to be paid in cash under the terms of the applicable Related Contract results in such loan having an effective rate of
current interest paid in cash on such day of not less than (a) in the case of a Fixed Rate Obligation, 4.0% per annum or (b) otherwise,
3.0% per annum over the applicable index rate. For the avoidance of doubt, if the Obligor under a loan described in the exclusion
above fails to make a required cash interest payment thereunder and such failure continues longer than the grace period set forth
for such payment in clause (a) of the definition of “Defaulted Loan”, such loan shall be considered a Defaulted Loan.


 


“Plan”
means at any time an “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer
Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and
either (i) is maintained, or contributed to, by the Borrower or a member of its ERISA Group or (ii) has at any time within
the preceding five plan years been maintained, or contributed to, by the Borrower or a member of its ERISA Group.


 


“Pledged Collateral”
has the meaning specified in the Granting Clause hereof.


 


“Portfolio
Exposure Amount” means the excess (if any) of the sum of (i) the aggregate Exposure Amount at such time plus (ii)
Unsettled Amounts over (iii) the sum of (x) amounts on deposit in the Future Funding Reserve Account on such date and (y)
amounts on deposit in the Collection Account on such date, including Eligible Investments, representing Principal Proceeds.


 


“Post-Default
Rate” has the meaning assigned to such term in Section 2.5(c).


 






    44


     


    

 


“Prime Rate”
means, for any day, the rate of interest in effect for such day that is identified and normally published by The Wall Street Journal
as the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates), with
any change in Prime Rate to become effective as of the date the rate of interest which is so identified as the “Prime Rate”
is different from that published on the preceding Business Day. If The Wall Street Journal no longer reports the Prime Rate, or
if the Prime Rate no longer exists, or the Administrative Agent determines in good faith that the rate so reported no longer accurately
reflects an accurate determination of the prevailing Prime Rate, then the Administrative Agent may select a reasonably comparable
index or source to use as the basis for the Prime Rate. Notwithstanding the foregoing or any other provision of this Agreement,
the rate calculated pursuant to this definition shall not be less than 0%.


 


“Principal
Allocation Formula” means:


 


(a)          
prior to the end of the Reinvestment Period, with respect to a prepayment of the Loans as specifically set forth herein:


 


first, to the
Revolving Loans in an amount equal to the excess, if any, of (x) the Portfolio Exposure Amount on such Quarterly Payment Date (or
other applicable date of payment) over (y) the aggregate Undrawn Commitments in respect of the Revolving Loans on such Quarterly
Payment Date (or other applicable date of payment), and


 


second, to each
of the Revolving Loans and Term Loans in accordance with their respective Principal Sharing Percentages (determined immediately
prior to the application provided for in this clause second); and


 


(b)          
on the last day of the Reinvestment Period and after the end of the Reinvestment Period, with respect to a prepayment of
the Loans as specifically set forth herein, to each of the Revolving Loans and Term Loans in accordance with their respective Principal
Sharing Percentages (determined immediately prior to the application provided for in this clause (b));


 


provided, in
each case, that if the Principal Allocation Formula would result in the allocation of a payment of principal to the Revolving Loans
in excess of the aggregate outstanding principal amount thereof, then the amount of such excess shall be deposited into the Future
Funding Reserve Account.


 


“Principal
Balance” means, as of any date of determination with respect to any Collateral Loan, the aggregate outstanding principal
amount of such Collateral Loan as of such date, excluding (a) deferred or capitalized interest on any Collateral Loan (other than
any such interest that was added to principal on or before the date when such Collateral Loan was acquired by the Borrower) and
(b) any portion of such principal amount that has been assigned or participated by the Borrower pursuant to Section 10.1.
For the avoidance of doubt, the Principal Balance of any Equity Security shall be zero.


 


“Principal
Collateralization Amount” means, at any time, the sum of:


 


(a)          
the Aggregate Principal Balance of all Collateral Loans (excluding Defaulted Loans, Discount Loans, Long Dated Loans and
Current Pay Obligations (each as to which the applicable rule below shall apply)); plus


 






    45


     


    

 


(b)          
(i) the aggregate amount of funds on deposit in the Collection Account, including Eligible Investments, constituting Principal
Proceeds plus (ii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, constituting Principal
Proceeds, including Eligible Investments; plus


 


(c)          
for all Discount Loans, the aggregate of the purchase prices, excluding accrued interest, expressed as a Dollar amount,
for such Discount Loans (after adding the amount of any subsequent borrowings and/or subtracting the amount of any subsequent repayments
thereof); plus


 


(d)          
for each Defaulted Loan that has been a Defaulted Loan for less than one year, the Recovery Value and, for each other Defaulted
Loan, zero; plus


 


(e)          
for each Long Dated Loan, the product of (x) the Principal Balance of such Collateral Loan and (y) the S&P Recovery
Rate of such Collateral Loan; plus


 


(f)           
(i) for Current Pay Obligations up to 5.0% of Total Capitalization, the Aggregate Principal Balance of all such Current
Pay Obligations, plus (ii) for each Current Pay Obligation in excess of 5.0% and up to 10% of Total Capitalization, 90%
of such Current Pay Obligation’s Market Value (which is not determined pursuant to clause (d) or subclause (iii) in the proviso
of clause (c) of the definition thereof) (but no greater than the par value of such Current Pay Obligation); minus


 


(g)          
the CCC Excess Adjustment Amount;


 


provided that
(i) with respect to any Collateral Loan that satisfies more than one of the definitions of Defaulted Loan, Discount Loan, Long
Dated Loan or Current Pay Obligation such Collateral Loan shall, for the purposes of this definition, be treated as belonging to
the category of Collateral Loans which results in the lowest Principal Collateralization Amount on any date of determination, (ii)
the Principal Collateralization Amount for any Defaulted Loan which has been a Defaulted Loan for one year or more will be zero
and (iii) the Principal Collateralization Amount of any Collateral Loan held in the form of a Closing Date Participation after
the date that is the 60 days after Closing Date will be the Recovery Value.


 


“Principal
Proceeds” means (a) with respect to any Pledged Collateral (including Cash) any payments with respect thereto that
are attributable to principal in accordance with the Related Contracts of such Pledged Collateral or that do not otherwise constitute
Interest Proceeds (including unapplied proceeds of the Collateral Loans), (b) any upfront or net termination payments paid to the
Borrower under any Interest Hedge Agreement, (c) fees received in connection with the reduction of principal of a Collateral Loan
(but not any principal repaid in connection therewith) and (d) any cash capital contributions made to the Borrower that are
designated as Principal Proceeds pursuant to Section 6.5. All sales or assignments of Collateral Loans or any portion thereof pursuant
to Section 10.1 shall be for cash on a non-recourse basis the proceeds of which shall be deemed to be Principal Proceeds for
all purposes hereunder (other than proceeds representing accrued interest), and all amounts deposited pursuant to Section 6.5
and designated as Principal Proceeds in accordance therewith shall be deemed to be Principal Proceeds for all purposes hereunder.
No amounts that are required by the terms of any participation agreement to be paid by the Borrower to any Person to whom the Borrower
has sold a participation interest shall constitute “Principal Proceeds” hereunder.


 






    46


     


    

 


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


 


(a)          
the numerator of which is:


 


(i)          
in the case of the Term Loans, the aggregate principal amount of the Term Loans outstanding on such date; or


 


(ii)          
in the case of the Revolving Loans, the lesser of (x) the sum of (A) the aggregate principal amount of the Revolving Loans
outstanding on such date and (B) the Portfolio Exposure Amount on such date and (y) the amount of the Total Revolving Commitment
on such date; provided that if the Total Revolving Commitment has been reduced to zero, then the amount determined pursuant
to this clause (ii) shall equal the aggregate principal amount of the Revolving Loans outstanding on such date, and


 


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


 


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


 


(ii)          
the lesser of (x) the sum of (A) the aggregate principal amount of the Revolving Loans outstanding on such date and (B)
the Portfolio Exposure Amount on such date and (y) the amount of the Total Revolving Commitment on such date; provided that
if the Total Revolving Commitment has been reduced to zero, the amount determined pursuant to this clause (ii) shall equal the
aggregate principal amount of the Revolving Loans outstanding on such date.


 


“Priority
of Payments” has the meaning set forth in Section 9.1(a); provided that, at all times after the Majority
Lenders have exercised their right to direct the liquidation of the Collateral under Article VI, “Priority of Payments”
shall mean the priorities set forth in Section 6.4 hereof.


 


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


 


“Program Manager”
means the investment manager or administrator of a CP Lender, as applicable.


 


“Prohibited
Transaction” means a transaction prohibited under Section 406(a) of ERISA, that is not exempted by a statutory or administrative
or individual exemption pursuant to Section 408 of ERISA.


 


“Proposed
Portfolio” means the portfolio of Collateral Loans and Eligible Investments resulting from the proposed purchase, sale,
maturity or other disposition of a Collateral Loan or a proposed reinvestment in an additional Collateral Loan, as the case may
be.


 






    47


     


    

 


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


 


“QFC”
has the meaning specified in Section 12.23(b).


 


“QFC Credit
Support” has the meaning specified in Section 12.23.


 


“Quarterly
Cap” means, with respect to any Quarterly Payment Date, an amount equal to (x) $250,000 per annum (prorated for the related
Interest Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) plus
(y) 0.02% per annum (prorated for the related Interest Period on the basis of the actual number of days in the current calendar
year and the actual number of days elapsed) multiplied by the sum of, without duplication, (i) the Aggregate Principal Balance
of all Collateral Loans, (ii) the aggregate amount of funds on deposit in the Collection Account, including Eligible Investments,
constituting Principal Proceeds and (iii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, including
Eligible Investments and the Portfolio Exposure Amount, in each case, measured as of the Calculation Date immediately preceding
such Quarterly Payment Date.


 


“Quarterly
Payment Date” means the 20th day of January, April, July and October in each year, commencing in October 2020, and the
Stated Maturity; provided that if any such date is not a Business Day, such Quarterly Payment Date shall be the next succeeding
Business Day.


 


“Rating Agency”
means (i) with respect to the Loans, S&P (and/or, if, at any time any other nationally recognized investment rating agency
provides a rating of any Loans solicited by the Borrower and approved by Natixis, such rating agency) or (ii) with respect to the
Collateral generally, Moody’s or Standard & Poor’s (or, if, at any time Moody’s or Standard & Poor’s
ceases to provide rating services with respect to debt obligations, any other nationally recognized investment rating agency selected
by the Borrower or the Services Provider and approved by Natixis).


 


In the event that at
any time any of the rating agencies referred to above ceases to be a “Rating Agency” and a replacement rating agency
is selected in accordance with the preceding sentence, then references to rating categories of such replaced rating agency in this
Agreement shall be deemed instead to be references to the equivalent categories of such replacement rating agency as of the most
recent date on which such replacement rating agency and such replaced rating agency’s published ratings for the type of obligation
in respect of which such replacement rating agency is used.


 


“Rating Condition”
means, with respect to any action taken or to be taken by or on behalf of the Borrower that is expressed to be subject to such
condition in any Loan Document, a condition that is satisfied if S&P has confirmed in writing (which may take the form of a
press release, electronic messages, facsimile, posting to its internet website, other written communication or other means then
considered industry standard) that such action will not cause the then-current rating of the Loans by S&P to be reduced or
withdrawn; provided that the Rating Condition will be deemed to be satisfied with respect to any such action if (i) at the
time of determination, no Loans are then rated by S&P; (ii) the Agents and all of the Lenders provide their written approval
as to such action and written notice thereof is given to S&P; (iii) S&P has made a public statement to the effect that
it will no longer review events or circumstances of the type requiring satisfaction of the Rating Condition in this Agreement for
purposes of evaluating whether to confirm the then-current ratings (or Initial Rating) of the Loans rated by S&P; or (iv) S&P
has communicated to the Borrower, the Services Provider or either Agent (or their respective counsel) that it will not review such
event or circumstances for purposes of evaluating whether to confirm the then-current ratings (or Initial Rating).


 






    48


     


    

 


“Real Estate
Loan” means any debt obligation that is (a) directly or indirectly secured by a mortgage, deed of trust or similar Lien
on commercial real estate, residential real estate, office, retail or industrial property or undeveloped land, is underwritten
as a mortgage loan and is not otherwise associated with an operating business or (b) a loan to a company engaged primarily in acquiring
and developing undeveloped land (whether or not such loan is secured by real estate).


 


“Recovery
Value” means, for each Defaulted Loan that has been a Defaulted Loan for less than one year, the lowest of:


 


(a)          
the Principal Balance of such Defaulted Loan multiplied by the applicable S&P Recovery Rate for such Defaulted
Loan;


 


(b)          
the Market Value of such Defaulted Loan; and


 


(c)          
the carrying value of such Defaulted Loan on the books and records of the Borrower (or its Affiliates).


 


The Recovery Value
of a Defaulted Loan that has been a Defaulted Loan for one year or more shall be zero.


 


“Register”
has the meaning set forth in Section 12.6(f).


 


“Registered”
means in registered form within the meaning of Sections 881(c)(2)(B)(i) and 163(f) of the Code and Section 5f.103-1(c) of the United
States Department of the Treasury regulations and issued after July 18, 1984.


 


“Regulation
U” means Regulation U of the Federal Reserve Board, as in effect from time to time.


 


“Reinvestment
Period” means the period from and including the Closing Date to and including the earliest of (a) the date that is 24
months after the Closing Date, (b) the date of the acceleration of the maturity of the Loans or the termination of the Revolving
Commitments pursuant to Section 6.2, (c) any date on which the Borrower or the Services Provider reasonably determines that it
can no longer acquire or originate additional Collateral Loans appropriate for inclusion in the Collateral in accordance with the
terms of this Agreement and Corporate Services Agreement (provided that, in the case of this clause (c), an Authorized Officer
of the Services Provider shall provide a written certification as to such determination to the Agents, the Lenders and S&P
at least five Business Days prior to such date), (d) any date on which the Majority Lenders provide written notice to the Borrower
that an event constituting “cause” as defined in the Corporate Services Agreement has occurred, if as of the date of
such notice, such “cause” event has not been waived by all the Lenders or cured and (e) the occurrence of the resignation
or assignment (unless the Administrative Agent has consented to such assignment) by the Services Provider of its rights and obligations
under this Agreement and the Corporate Services Agreement.


 






    49


     


    

 


“Related Contracts”
means all credit agreements, indentures, note purchase agreements, notes, security agreements, leases, financing statements, guaranties,
and other contracts, agreements, instruments and other papers evidencing, securing, guaranteeing or otherwise relating to any Collateral
Loan or Eligible Investment or other investment with respect to any Collateral or proceeds thereof (including the applicable underlying
instruments and any Loan Assignment Agreement), together with all of the Borrower’s right, title and interest in and to all
property or assets securing or otherwise relating to any Collateral Loan or other loan or security of the Borrower or Eligible
Investment or other investment with respect to any Collateral or proceeds thereof or any Related Contract.


 


“Related CP
Issuer” means a multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned
to or are otherwise the CP Lender’s source of funding for the CP Lender’s acquisition or maintenance of its funding
obligations hereunder.


 


“Related Property”
has the meaning assigned to such term in the Granting Clause.


 


“Required
S&P Credit Estimate Information” means  S&P’s “Credit Estimate Information Requirements”
dated April 2011 and any other available information S&P reasonably requests in order to produce a credit estimate for
a particular asset.


 


“Restricted
Person” is defined in Section 4.23.


 


“Retained
Expense Amount” with respect to any Quarterly Payment Date means the amount, if any, by which (x) the sum of the
amount determined pursuant to the definition of “Quarterly Cap” for such Quarterly Payment Date and each of the three
prior Quarterly Payment Dates exceeds (y) the sum of (i) the aggregate payments made under Section 9.1(a)(i)(A)(2) on
such Quarterly Payment Date and each of the three prior Quarterly Payment Dates and (ii) Administrative Expenses paid pursuant
to Section 8.2(d) during each of the Due Periods prior to each of the three prior Quarterly Payment Dates.


 


“Retention
Letter” means a letter relating to the retention of net economic interest in substantially the form of Exhibit G hereto
(relating to the EU Risk Retention Requirements), from the Retention Provider and addressed to each Affected Lender, each Agent
and the Borrower, as amended, restated or otherwise modified from time to time.


 


“Retention
Provider” means Owl Rock Capital Corporation II, and any successor thereto, as permitted by the EU Risk Retention Requirements
and consented to in writing by the Administrative Agent.


 


“Retention
Obligations” means the requirements and obligations of the Retention Provider as set forth in the Retention Letter.


 


“Revolving
Commitment” means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans
to the Borrower during the Commitment Period in the amount set forth opposite such Revolving Lender’s name on the signature
pages hereto, as such amount may be terminated or reduced (including pursuant to Section 2.6) in accordance with the terms of this
Agreement.


 






    50


     


    

 


“Revolving
Lender” means each Person that is listed as a “Revolving Lender” on the signature pages hereto, any Person
that shall have become a party hereto pursuant to an Assignment and Assumption in respect of the Revolving Loans and, in each case,
their respective successors, in each case other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Assumption in respect of the Revolving Loans.


 


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


 


“Revolving
Collateral Loan” means a Collateral Loan that provides the Obligor thereunder with a revolving credit facility from which
one or more borrowings may be made up to the stated principal amount of such revolving credit facility and which provides that
borrowed amounts may be repaid and reborrowed from time to time.


 


“Sale and
Contribution Agreement” means the Sale and Contribution Agreement dated as of the date hereof, between the Seller, as
seller, and the Borrower, as buyer, as amended, restated, supplemented or otherwise modified from time to time.


 


“Sale Proceeds”
means all proceeds (excluding accrued interest, if any) received with respect to Collateral as a result of sales of such Collateral
less any reasonable expenses incurred by the Borrower, the Services Provider or the Collateral Agent (other than amounts payable
as Administrative Expenses) in connection with such sales.


 


“Sanctions”
means sanctions administered or enforced by the United States (including without limitation OFAC and the U.S. Department of State),
the United Nations Security Council, the European Union, or Her Majesty’s Treasury.


 


“Scenario
Default Rate” means, with respect to the Loans at any time, an estimate of the cumulative default rate for the Current
Portfolio or the Proposed Portfolio, as applicable, consistent with S&P’s initial rating of the Loans, determined by
application by the Services Provider and the Collateral Administrator of the S&P CDO Monitor at such time.


 


“Scheduled
Distribution” means, with respect to any Collateral Loan, for each Due Date, the scheduled payment of principal and/or
interest and/or fees due on such Due Date with respect to such Collateral Loan, determined in accordance with the assumptions specified
in Section 1.3.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Second Lien
Loan” means any loan that: (a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation
of the Obligor of the loan other than (i) trade claims, capitalized leases or similar obligations and (ii) Senior Secured Loans
or First Lien/Last Out Loans of the Obligor; (b) is secured by a valid second-priority perfected security interest or lien in,
to or on specified collateral securing the Obligor’s obligations under the Second Lien Loan the value of which is adequate
(in the commercially reasonable judgment of the Borrower) to repay the loan in accordance with its terms and to repay all other
loans of equal or higher seniority secured by a lien or security interest in the same collateral and (c) is not secured solely
or primarily by common stock or other equity interests; provided that the limitation set forth in this clause (c) shall
not apply with respect to a loan made to a parent entity that is secured solely or primarily by the stock of one or more of the
subsidiaries of such parent entity to the extent that (i) the granting by any such subsidiary of a lien on its own property would
violate law or regulations applicable to such subsidiary (whether the obligation secured is such loan or any other similar type
of indebtedness owing to third parties) and (ii) such subsidiary does not have any Indebtedness (other than current accounts payable
in the ordinary course of business, capitalized leases or other similar indebtedness incurred in the ordinary course of business).
For the avoidance of doubt, First Lien/Last Out Loans are not Second Lien Loans.


 






    51


     


    

 


“Secured Parties”
means, collectively, the Agents, any Interest Hedge Counterparty, the Collateral Administrator, the Custodian, the Document Custodian,
the Securities Intermediary and the Lenders.


 


“Securities
Intermediary” means State Street Bank and Trust Company, in its capacity as securities intermediary under the Account
Control Agreement.


 


“Securitisation
Regulation” means Regulation (EU) 2017/2402 relating to a European framework for simple, transparent and standardised
securitisation, as amended, varied or substituted from time to time including any implementing regulation, technical standards
and official guidance related thereto.


 


“Seller”
means Owl Rock Capital Corporation II.


 


“Selling Institution”
means an entity (including, but not limited to, the Seller) obligated to make payments to the Borrower under the terms of a Participation
Interest.


 


“Senior Advance
Rate” means, as of any Measurement Date (or other applicable date), the ratio (expressed as a percentage) obtained by
dividing:


 


(a)          
the sum of (i) the aggregate outstanding principal amount of all Loans as of such date plus (ii) the Portfolio Exposure
Amount for all Collateral Loans as of such date; by


 


(b)          
the sum of (i) the Principal Collateralization Amount as of such date plus (ii) the Portfolio Exposure Amount (excluding
any Unsettled Amounts to the extent already included in the amount in clause (i)) for all Collateral Loans as of such date.


 


“Senior Advance
Rate Test” means a test satisfied on any Borrowing Date or other date of determination if the Senior Advance Rate at
such time is less than or equal (i) except if clause (ii) below applies, 56% or (ii) if a Senior Advance Rate Trigger Event has
occurred and is continuing pursuant to (x) clause (a) of the definition thereof, 54% or (y) clause (b) of the definition thereof,
52%.


 


“Senior Advance
Rate Trigger Event” means the occurrence of one or more of the following events:


 


(a)          
the Servicer on behalf of the Borrower elects to increase the Concentration Limitation with respect to Discount Loans to
25.0% of Total Capitalization; or


 






    52


     


    

 


(b)          
 the Servicer on behalf of the Borrower elects to increase the Concentration Limitation with respect to CCC Collateral Loans
to 25.0% of Total Capitalization.


 


“Senior Authorized
Officer” means, with respect to any Person, any officer of such Person that is a chief executive officer, chief operating
officer, chief credit officer, credit committee member, executive vice president or president (or, in each case, any other officer
with a position analogous to those identified above and in the case of any limited liability company, any manager) or any other
officer responsible for the management or administration of the Collateral or the performance of such Person’s obligations
under the Loan Documents.


 


“Senior Secured
Loan” means any loan that: (a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation
of the Obligor of such loan (other than with respect to trade claims, capitalized leases or similar obligations and traditional
bank revolving asset-based loan facilities that are reasonable and customary for similar loans); (b) is secured by a valid first
priority perfected security interest or lien in, to or on specified collateral securing the Obligor’s obligations under such
loan; (c) the value of the collateral securing such loan at the time of origination or acquisition together with other attributes
of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt
service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Borrower) to repay such
loan in accordance with its terms and to repay all other such loans of equal seniority secured by a first lien or security interest
in the same collateral; and (d) is not secured solely or primarily by common stock or other equity interests; provided that
the limitation set forth in this clause (d) shall not apply with respect to a loan made to a parent entity that is secured solely
or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that (i) the granting by any such
subsidiary of a lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation
secured is such loan or any other similar type of indebtedness owing to third parties) and (ii) such subsidiary does not have any
Indebtedness (other than current accounts payable in the ordinary course of business, capitalized leases or other similar indebtedness
incurred in the ordinary course of business).


 


“Senior Services
Fee” has the meaning assigned to such term in the Corporate Services Agreement.


 


“Services
Fee” means, collectively, the Senior Services Fees and the Subordinated Services Fees.


 


“Services
Provider” means Owl Rock Capital Corporation II, or any successor in such capacity in accordance with the Corporate Services
Agreement.


 


“Servicing
Standard” means, with respect to the Borrower and the Services Provider, in rendering its services hereunder and under
the other Loan Documents, diligently using a degree of skill and attention no less than that which (i) would be exercised by a
prudent institutional portfolio manager in connection with the servicing and administration of assets similar to the Collateral
Loans under similar circumstances and (ii) the Services Provider exercises with respect to comparable assets that it manages for
itself and for others having similar investment objectives and restrictions in accordance with its existing practices and procedures
relating to assets of the nature and character of the Collateral Loans.


 






    53


     


    

 


“S&P CDO
Monitor” means the dynamic, analytical computer model developed by S&P used to calculate the default frequency in
terms of the amount of debt assumed to default as a percentage of the original principal amount of the Collateral Loans consistent
with a specified benchmark rating level based upon certain assumptions (including the Weighted Average S&P Recovery Rate) and
S&P’s proprietary corporate default studies, as may be amended by S&P from time to time upon notice to the Borrower,
the Administrative Agent and the Collateral Administrator. Inputs for the S&P CDO Monitor will be chosen by the Services Provider
(with notice to the Collateral Administrator) and associated with either (x) a recovery rate for the Loans from the S&P
Recovery Rate Matrix, a “Weighted Average Life Value” from the S&P Weighted Average Life Matrix and a “Weighted
Average Floating Spread” from the S&P Weighted Average Floating Spread Matrix or (y) a weighted average recovery
rate for the Loans, a weighted average life and a weighted average floating spread selected by the Services Provider (with notice
to the Collateral Administrator) and confirmed by S&P; provided that the Services Provider shall not be permitted to
select a spread higher than the current Weighted Average Spread, a recovery rate higher than the current Weighted Average S&P
Recovery Rate or a weighted average life shorter than the current Weighted Average Life.


 


“S&P CDO
Monitor Recovery Rate” means the weighted average recovery rate applicable as of any date of determination determined
pursuant to clause (x) or (y) of the definition of S&P CDO Monitor.


 


“S&P CDO
Monitor Test” means a test that shall be satisfied if on any Measurement Date and during the Reinvestment Period following
receipt by the Borrower and the Collateral Administrator of the S&P CDO Monitor input files, if, after giving effect to the
purchase of a Collateral Loan, the Default Differential of the Proposed Portfolio with respect to the Loans is positive. The S&P
CDO Monitor Test shall be considered to be improved if the Default Differential of the Proposed Portfolio that is not positive
is greater than the Default Differential of the Current Portfolio.


 


“S&P Counterparty
Criteria” means with respect to any Participation Interest, a criterion that will be met if immediately after giving
effect to such acquisition, the percentage of the Aggregate Principal Balance of the Collateral Loans that consists in the aggregate
of Participation Interests with Selling Institutions with the relevant agent bank that have the same or a lower credit rating,
does not exceed the “Aggregate Percentage Limit” (in the case of all Selling Institutions) or “Individual Percentage
Limit” (in the case of a Selling Institution) set forth below for such credit rating


 


	
        S&P
credit rating of 

Selling Institution (at or below)
	
        Aggregate
Percentage Limit
	
        Individual
Percentage Limit

	AAA	20%	20%
	AA+	10%	10%
	AA	10%	10%
	AA-	5%	5%
	A+	5%	5%
	A**	5%	5%
	A*** and A- and below	0%	0%


 





 









** Only for so long
as the Selling Institution or agent, as applicable, has an S&P long-term unsecured debt rating of at least A and a short-term
unsecured debt rating of at least A-1. If such Selling Institution or agent, as applicable, does not have an S&P short-term
unsecured debt rating or has an S&P short-term unsecured debt rating of less than A-1, then the minimum S&P rating for
purposes of the S&P Counterparty Criteria will be A+.


 


*** If the Selling
Institution or agent, as applicable, does not have a short-term unsecured debt rating by S&P of at least A-1.


 




    54


     


    



“S&P Industry
Classification” means each industry identified on Schedule D.


 


“S&P Minimum
Floating Spread” means the weighted average floating spread applicable as of any date of determination determined pursuant
to clause (x) or (y) of the definition of S&P CDO Monitor.


 


“S&P Rating”
means with respect to any Collateral Loan, as of any date of determination, the rating determined in accordance with the following
methodology:


 


(a)          
with respect to a Collateral Loan that is not a DIP Loan, (i) if there is an issuer credit rating of the issuer of
such Collateral Loan by S&P as published by S&P, or the guarantor which unconditionally and irrevocably guarantees such
Collateral Loan pursuant to a form of pursuant to a form of guaranty meeting applicable then-current S&P guarantee criteria,
then the S&P Rating will be such rating (regardless of whether there is a published rating by S&P on the Collateral Loans
of such issuer held by the Borrower) or (ii) if there is no issuer credit rating of the issuer by S&P but (A) if
there is a senior unsecured rating on any obligation or security of the issuer, the S&P Rating of such Collateral Loan will
equal such rating; (B) if there is a senior secured rating on any obligation or security of the issuer, then the S&P Rating
of such Collateral Loan will be one subcategory below such rating; and (C) if there is a subordinated rating on any obligation
or security of the issuer, then the S&P Rating of such Collateral Loan will be one subcategory above such rating;


 


(b)          
with respect to any Collateral Loan that is a DIP Loan, the S&P Rating thereof will be the credit rating assigned to
such issue by S&P, or if such DIP Loan was assigned a point-in-time rating by S&P that was withdrawn, such withdrawn rating
may be used for 12 months after the assignment of such rating (provided that if any such Collateral Loan that is a DIP Loan is
newly issued and the Services Provider expects an S&P credit rating within 90 days, the S&P Rating of such Collateral
Loan shall be “CCC-” until such credit rating is obtained from S&P); or


 






    55


     


    

 


(c)          
if the S&P Rating is not determined pursuant to clauses (a) or (b), then the S&P Rating shall be the S&P equivalent
of the public rating by Moody’s of such obligation or issuer except that the S&P Rating of such obligation will be (A)
one subcategory below the S&P equivalent of such public rating if such public rating is “Baa3” or higher and (B)
two subcategories below the S&P equivalent of such public rating if such public rating is “Ba1” or lower; or


 


(d)          
if the S&P Rating is not determined pursuant to clauses (a), (b) or (c), the S&P Rating may be based on a credit
estimate provided by S&P, and in connection therewith, the Borrower, the Services Provider on behalf of the Borrower or the
issuer of such Collateral Loan shall, prior to or within 30 days after the acquisition of such Collateral Loan, apply (and concurrently
submit all available Required S&P Credit Estimate Information in respect of such application) to S&P for a credit estimate
which will be its S&P Rating; provided that, until the receipt from S&P of such estimate, such Collateral Loan will have
an S&P Rating as determined by the Services Provider in its sole discretion if the Services Provider certifies to the Administrative
Agent that it believes that such S&P Rating determined by the Services Provider is commercially reasonable and will be at least
equal to such rating; provided, further, that if such Required S&P Credit Estimate Information is not submitted within such
30-day period, then, pending receipt from S&P of such estimate, the Collateral Loan will have (1) the S&P Rating as determined
by the Services Provider for a period of up to 90 days after acquisition of such Collateral Loan and (2) an S&P Rating of “CCC-”
following such 90 day period; unless, during such 90 day period, the Services Provider has requested the extension of such period
and S&P, in its sole discretion, has granted such request; provided, further, that such confirmed or updated credit estimate
will expire on the 12-month anniversary of such confirmation or update, unless confirmed or updated prior thereto; and


 


(e)          
if the S&P Rating is not determined pursuant to clauses (a), (b), (c) or (d), (I)(x) with respect to a DIP Loan, the
S&P Rating of such Collateral Loan will be “CCC-” and (y) with respect to a Current Pay Obligation, the S&P
Rating will be “CCC”, and (II) with respect to a Collateral Loan that is not a DIP Loan or a Current Pay Obligation,
the S&P Rating of such Collateral Loan will at the election of the Borrower (at the direction of the Services Provider) be
 “CCC-” provided that (i) the Services Provider expects the Obligor in respect of such Collateral Loan to continue to
meet its payment obligations under such Collateral Loan, (ii) such Obligor is not currently in reorganization or bankruptcy, (iii)
such Obligor has not defaulted on any of its debts during the immediately preceding two year period and (iv) at any time that more
than 10% of the Total Capitalization consists of Collateral Loans with S&P Ratings determined pursuant to this clause (e),
the Borrower will submit all available Required S&P Credit Estimate Information in respect of such Collateral Loans to S&P;


 


provided that
for purposes of the determination of the S&P Rating, (x) if the applicable rating assigned by S&P to an obligor or
its obligations is on “credit watch positive” by S&P, such rating will be treated as being one subcategory above
such assigned rating and (y) if the applicable rating assigned by S&P to an obligor or its obligations is on “credit
watch negative” by S&P, such rating will be treated as being one subcategory below such assigned rating.


 




    56


     


    



“S&P Rating
Factor” means, for each Collateral Loan, the number set forth to the right of the applicable S&P Rating of such Collateral
Loan:


 


	S&P Rating	S&P Rating Factor
	AAA	13.51
	AA+	26.75
	AA	46.36
	AA-	63.90
	A+	99.50
	A	146.35
	A-	199.83
	BBB+	271.01
	BBB	361.17
	BBB-	540.42
	BB+	784.92
	BB	1233.63
	BB-	1565.44
	B+	1982.00
	B	2859.50
	B-	3610.11
	CCC+	4641.40
	CCC	5293.00
	CCC-	5751.10
	CC	10,000.00


 


“S&P Recovery
Amount” means with respect to any Collateral Loan, an amount equal to the product of:


 


(a)          
the S&P Recovery Rate; and


 


(b)          
the Principal Balance of such Collateral Loan.


 


“S&P Recovery
Rate Matrix” means the S&P Recovery Rate Matrix set forth on Schedule E.


 


“S&P Recovery
Rate” means with respect to a Collateral Loan, the recovery rate determined in the manner set forth in Schedule D hereto.


 


“S&P Weighted
Average Floating Spread Matrix”: A spread between 2.00% and 8.00% (in increments of .01%) without exceeding the current
Weighted Average Spread (determined as if all Discount Loans instead constituted Collateral Loans that are not Discount Loans)
as of such Measurement Date.


 


“S&P Weighted
Average Life Matrix” means the S&P Weighted Average Life Matrix set forth on Schedule F.


 


“S&P Weighted
Average Rating Factor” means the quotient equal to ‘A divided by B’, where:


 






    57


     


    

 


A = the sum of the
products, for all Collateral Loans (excluding Defaulted Loans) of (i) the Principal Balance of the Collateral Loans and (ii) the
S&P Rating Factor of the Collateral Loan; and


 


B = the Aggregate Principal
Balance of all Collateral Loans (excluding Defaulted Loans).


 


“Specified
Change” means any amendment, consent, modification or waiver of, or supplement to, a Related Contract that (a) extends
the final maturity of a Collateral Loan beyond the Stated Maturity, (b) reduces or forgives the principal amount of a Collateral
Loan (other than a Defaulted Loan that has been a Defaulted Loan for one year or more), (c) reduces the rate of interest payable
on a Collateral Loan by more than 25% (other than a Defaulted Loan that has been a Defaulted Loan for one year or more), (d) postpones
the Due Date of any Scheduled Distribution in respect of a Collateral Loan, (e) subordinates (in right of payment, with respect
to liquidation preferences or otherwise) a Collateral Loan, (f) releases any material guarantor or co-obligor of a Collateral Loan
from its obligations, (g) releases a material portion of the collateral securing such Collateral Loan (excluding Defaulted
Loans and any such releases associated with a prepayment) or (h) changes any of the provisions of a Related Contract specifying
the number or percentage of lenders required to effect any of the foregoing.


 


“Standard
 & Poor’s” or “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s
Financial Services LLC business, and any successor thereto.


 


“Stated Maturity”
means April 14, 2029.


 


“Step-Down
Loan” means an obligation or security which by the terms of the applicable Related Contracts provides for a decrease
in the per annum interest rate on such obligation or security (other than by reason of any change in the applicable index or benchmark
rate used to determine such interest rate) or in the spread over the applicable index or benchmark rate, solely as a function of
the passage of time; provided that an obligation or security providing for payment of a constant rate of interest or in
the spread over the applicable index or benchmark rate at all times after the date of acquisition by the Borrower shall not constitute
a Step-Down Loan.


 


“Step-Up Loan”
means an obligation or security which by the terms of the applicable Related Contracts provides for an increase in the per annum
interest rate on such obligation or security, or in the spread over the applicable index or benchmark rate, solely as a function
of the passage of time; provided that an obligation or security providing for payment of a constant rate of interest or
in the spread over the applicable index or benchmark rate at all times after the date of acquisition by the Borrower shall not
constitute a Step-Up Loan.


 


“Structured
Finance Obligation” means any obligation issued by a special purpose entity secured directly by, referenced to, or representing
ownership of, a pool of receivables or other financial assets of any Obligor (excluding any loan made to an operating business
that buys, sells and/or liquidates such assets in the ordinary course of business), including (but not limited to) collateralized
debt obligations, collateralized loan obligations, asset backed securities and mortgage backed securities or any re-securitization
thereof.


 






    58


     


    

 


“Subordinated
Loan” means a loan obligation of any corporation, partnership, trust or other business entity that is (i) (whether by
its terms or otherwise) subordinate in right of payment or security to any other debt for borrowed money incurred by the Obligor
under such loan and (ii) not a Second Lien Loan or a First Lien/Last Out Loan.


 


“Subordinated
Services Fee” has the meaning assigned to such term in the Corporate Services Agreement.


 


“Subsidiary”
means any corporation, limited partnership, limited liability company or other entity of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at
the time directly or indirectly owned by the Borrower.


 


“Supermajority
Lenders” means the Lender or Lenders holding, collectively, at least 66-2/3% of the aggregate Undrawn Commitments and
aggregate principal amount of all of the Loans outstanding at such time; provided that (i) for purposes of making any determination
of Supermajority Lenders, the Undrawn Commitment of, and the portion of the Loans held or deemed held by, any Defaulting Lender
shall be excluded (unless there are no Lenders that are not Defaulting Lenders at such time) and (ii) for so long as any Initial
Lender is a Lender hereunder, the “Supermajority Lenders” shall always be deemed to include such Initial Lender, it
being understood that, accordingly, any vote or action to be taken by the Supermajority Lenders hereunder while any Initial Lender
is a Lender shall require the corresponding vote or action, as the case may be, of such Initial Lender (in addition to, and not
instead of, the vote or action otherwise required from the Lender or Lenders holding, collectively, at least 66-2/3% of the sum
of (a) the aggregate principal amount of the Loans outstanding at such time plus (b) the aggregate undrawn Commitments in respect
of the Revolving Loans at such time).


 


“Synthetic
Security” means a security or swap transaction, other than a Participation Interest, 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.


 


“Tax Account
Reporting Rules” means FATCA, and any other laws, intergovernmental agreements, administrative guidance or official interpretations,
adopted or entered into on, before or after the date of this Agreement, by one or more governments providing for the collection
of financial account information and the automatic exchange of such information between or among governments for purposes of improving
tax compliance, and any laws, intergovernmental agreements or other guidance adopted pursuant to the global standard for automatic
exchange of financial account information issued by the Organisation for Economic Co-operation and Development.


 


“Tax Account
Reporting Rules Compliance” means compliance with Tax Account Reporting Rules as necessary to avoid (a) fines, penalties
or other sanctions imposed on the Borrower or any of its directors or (b) the withholding or imposition of tax from or in respect
of payments to or for the benefit of the Borrower.


 


“Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.


 






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“Term Commitment”
means, with respect to each Term Lender, the commitment of such Term Lender to make Term Loans to the Borrower on the Initial Borrowing
Date in the amount set forth opposite such Term Lender’s name on the signature pages hereto, as such amount may be terminated
or reduced (including pursuant to Section 2.7) from time to time in accordance with the terms of this Agreement.


 


“Term Lender”
means each Person that is listed as a “Term Lender” on the signature pages hereto, any Person that shall have become
a party hereto pursuant to an Assignment and Assumption in respect of a Term Loan, any Person that shall have converted all or
a portion of its Revolving Loans into Term Loans pursuant to Section 2.7(b) of this Agreement and, in each case, their respective
successors, in each case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption in
respect of its Term Loans.


 


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


 


“Total Capitalization”
means, at any time, the sum of (a) the Aggregate Principal Balance of the Collateral Loans (excluding any Defaulted Loans), plus
(b) the Recovery Value of the Defaulted Loans, plus (c) the aggregate amount of the Undrawn Commitments, plus (d)
the amount of all cash and Eligible Investments in the Collection Account and in the Future Funding Reserve Account, in each case
constituting Principal Proceeds.


 


“Total Revolving
Commitment” means, as of any date of determination, the aggregate amount of the Revolving Commitments on such date, which
as of the Closing Date is $200,000,000.


 


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


 


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


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York, except as otherwise specified in this
Agreement.


 


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


 


“Unfunded
Amount” means, at any time, the sum of (i) the aggregate Exposure Amount at such time plus (ii) the aggregate
Unsettled Amount at such time.


 


“United States”
means the United States of America, including the states and the District of Columbia, but excluding its territories and possessions.


 


“Unsettled
Amount” means, as of any date, all amounts due in respect of any Collateral Loans that the Borrower has entered into
a binding commitment to originate or acquire but has not yet settled.


 






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“Weighted
Average Coupon” means, with respect to Fixed Rate Obligations (excluding Defaulted Loans), as of any date, the number
obtained by:


 


(x)           summing
(i) the sum of the products obtained by multiplying the required cash-pay portion of the interest coupon of each such Fixed Rate
Obligation (plus any other fees (such as anniversary fees, commitment fees, etc.) that are contractually required to be paid) as
of such date by the Principal Balance of each such Collateral Loan as of such date and (ii) the sum of the products obtained by
multiplying, with respect to each such Collateral Loan that is a Revolving Collateral Loan or a Delayed Funding Loan, the related
commitment or undrawn fee as of such date by the Exposure Amount of each such Collateral Loan as of such date, and


 


(y)          dividing
such sum by the Aggregate Principal Balance plus the Exposure Amount of all such Collateral Loans, and rounding the result up to
the nearest 0.001%; provided that if the foregoing amount is less than 7.0%, then all or a portion of the Weighted Average Coupon
Adjustment, if any, as of such date, to the extent not exceeding such shortfall, shall be added to such result.


 


“Weighted
Average Coupon Adjustment” means, as of any date, a fraction (expressed as a percentage), the numerator of which is equal
to the product of (i) the excess, if any, of the Weighted Average Spread for such date over the S&P Minimum Floating Spread
and (ii) the Aggregate Principal Balance plus the Exposure Amount of all Floating Rate Obligations (excluding Defaulted
Loans), and the denominator of which is the Aggregate Principal Balance plus Exposure Amount of all Fixed Rate Obligations
(excluding Defaulted Loans). In computing the Weighted Average Coupon Adjustment on any date, the Weighted Average Spread for such
Measurement Date shall be computed as if the Weighted Average Spread Adjustment was equal to zero.


 


“Weighted
Average Life” means, as of any Measurement Date, the number obtained by (a) for each Collateral Loan (other than
a Defaulted Loan), multiplying the amount of each Scheduled Distribution of principal (treating each Revolving Collateral Loan
and Delayed Funding Loan as if the same were fully funded) to be paid after such Measurement Date by the number of years (rounded
to the nearest hundredth) from such Measurement Date until such Scheduled Distribution of principal is due; (b) summing all
of the products calculated pursuant to clause (a); and (c) dividing the sum calculated pursuant to clause (b) by
the sum of all Scheduled Distributions (treating each Revolving Collateral Loan and Delayed Funding Loan as if the same were fully
funded) of principal due on all the Collateral Loans (other than Defaulted Loans) as of such Measurement Date


 


“Weighted
Average S&P Recovery Rate” means, as of any date of determination, the number, expressed as a percentage, obtained
by summing the products obtained by (a) multiplying the outstanding Maximum Principal Balance of each Collateral Loan by its corresponding
recovery rate as determined separately for each Collateral Loan in accordance with Section 1 of Schedule C hereto, (b)
dividing such sum by the Aggregate Maximum Principal Balance of all of the Collateral Loans, and (c) rounding to the nearest tenth
of a percent.


 


“Weighted
Average Spread” means, with respect to Floating Rate Obligations (in each case excluding Defaulted Loans), as of any
date, the number obtained by:


 






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(x)           summing
(i) the sum of the products obtained by multiplying the excess of the cash-pay portion of the interest rate payable on such Collateral
Loan (plus for any Collateral Loan, any other fees (such as anniversary fees, commitment fees, etc.) that are contractually required
to be paid) (such rate stated as a per annum rate) over LIBOR as then in effect (which spread or excess may be expressed as a negative
percentage) by the Principal Balance of each Collateral Loan as of such date and (ii) the sum of the products obtained by multiplying,
with respect to each such Collateral Loan that is a Revolving Collateral Loan or a Delayed Funding Loan, the related commitment
or undrawn fee as of such date by the Exposure Amount of each such Collateral Loan as of such date; and


 


(y)           dividing
such sum by the Aggregate Principal Balance plus the Exposure Amount of all such Collateral Loans, and rounding the result up to
the nearest 0.001%; provided that, if the foregoing amount is less than the S&P Minimum Floating Spread, then all or a portion
of the Weighted Average Spread Adjustment, if any, as of such date, to the extent not exceeding such shortfall, shall be added
to such result.


 


“Weighted
Average Spread Adjustment” means, as of any date, a fraction (expressed as a percentage), the numerator of which is equal
to the product of (i) the excess, if any, of the Weighted Average Coupon for such date over 7.0% and (ii) the Aggregate Principal
Balance plus the Exposure Amount of all Fixed Rate Obligations (in each case excluding Defaulted Loans), and the denominator of
which is the Aggregate Principal Balance plus the Exposure Amount of all Floating Rate Obligations as of such date (in each
case excluding Defaulted Loans). In computing the Weighted Average Spread Adjustment on any Measurement Date, the Weighted Average
Coupon for such date shall be computed as if the Weighted Average Coupon Adjustment was equal to zero.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


“Zero Coupon
Loan” means a Collateral Loan that at the time of acquisition does not by its terms provide for periodic payments of
interest in Cash.


 


Section 1.2           
Accounting Terms and Determinations and UCC Terms.


 


(a)          
Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations
hereunder shall be made in accordance with GAAP as in effect from time to time.


 


(b)          
Unless otherwise specified herein and unless the context requires a different meaning, all terms used herein that are defined
in Articles 8 and 9 of the UCC are used herein as so defined.


 


Section 1.3          
Assumptions and Calculations with respect to Collateral Loans. In connection with all calculations required to be
made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral Loans, or any payments on any other assets
included in the Collateral, with respect to the sale of and reinvestment in Collateral Loans, and with respect to the income that
can be earned on Scheduled Distributions on such Collateral Loans and on any other amounts that may be received for deposit in
the Collection Account, the provisions set forth in this Section 1.3 shall be applied. The provisions of this Section 1.3 shall
be applicable to any determination or calculation that is covered by this Section 1.3, whether or not reference is specifically
made to Section 1.3, unless some other method of calculation or determination is expressly specified in the particular provision.


 






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(a)          
Scheduled interest due on Collateral Loans on which payments are subject to foreign withholding taxes, will be the minimum
net amount to be received after giving effect to the maximum permitted withholding and to any “gross-up” payments required
to be made by the related Obligor pursuant to such loan’s Related Contracts.


 


(b)          
Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall
be in Dollars.


 


(c)          
The determination of the percentage of Total Capitalization that would be represented by a specified type of Collateral
Loans will be calculated by dividing the Aggregate Maximum Principal Balance of such specified type of Collateral Loans by Total
Capitalization. For purposes of this Section 1.3(c), a “type” of Collateral Loan shall correspond to each clause of
the definition of “Concentration Limitations”.


 


(d)          
Any portion of a Collateral Loan or other loan or security owned of record by the Borrower that has been assigned by the
Borrower to a third party and released from the Lien of this Agreement in accordance with the terms hereof shall no longer constitute
Collateral or a Collateral Loan hereunder.


 


(e)          
For purposes of calculating the Coverage Tests, except as otherwise specified in the Coverage Tests, such calculations will
not include scheduled interest and principal payments on Defaulted Loans unless or until such payments are actually made.


 


(f)           
For each Due Period and as of any date of determination, the Scheduled Distribution on any Collateral Loans (other than
Defaulted Loans, which, except as otherwise provided herein, shall be assumed to have a Scheduled Distribution of zero) shall be
the sum of (i) the total amount of payments and collections to be received during such Due Period in respect of such Collateral
Loans (including the proceeds of the sale of such Collateral Loans received and, in the case of sales which have not yet settled,
to be received during such Due Period) and not reinvested in additional Collateral Loans or retained in the Collection Account
for subsequent reinvestment pursuant to Section 8.2 that, if received as scheduled, will be available in the Collection Account
at the end of such Due Period and (ii) any such amounts received in prior Due Periods that were not disbursed on a previous Quarterly
Payment Date or retained in the Collection Account for subsequent reinvestment pursuant to Section 8.2.


 


(g)          
Each Scheduled Distribution receivable with respect to a Collateral Loan shall be assumed to be received on the applicable
Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest
at the Assumed Investment Rate. All such funds shall be assumed to continue to earn interest until the date on which they are required
to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or
interest on the Loans or other amounts payable pursuant to this Agreement.


 






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(h)          
References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations
after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include
the clause in which such calculation is made.


 


(i)           
For purposes of calculating all Concentration Limitations, in the numerator of any component of the Concentration Limitations,
Defaulted Loans will be treated as having a Maximum Principal Balance equal to the Recovery Value.


 


(j)           
Except as otherwise provided herein, Defaulted Loans will not be included in the calculation of the Collateral Quality Test.


 


(k)          
For purposes of calculating the Coverage Tests, the Collateral Quality Test and the Concentration Limitations, capitalized
or deferred interest (and any other interest that is not paid in cash) on Collateral Loans will be excluded other than any capitalized
or deferred interest that is acquired using Principal Proceeds or the proceeds of any Borrowing.


 


(l)           
References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral
Loan include references to the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral
Loan acquired or originated by the Borrower on different dates (whether through purchase, receipt by contribution or the making
or origination thereof, but excluding subsequent draws under Revolving Collateral Loans or Delayed Funding Loans) will, for purposes
of determining the purchase price of such Collateral Loan, be treated as separate purchases on separate dates (and not a weighted
average purchase price for any particular Collateral Loan). Each Collateral Loan that is originated by the Borrower shall be deemed
to have a “purchase price” of par.


 


(m)          
For purposes of calculating the Weighted Average Spread or Weighted Average Coupon, (i) a Collateral Loan that is a Step-Down
Loan will be treated as having the lowest per annum interest rate or spread over the applicable index or benchmark rate over the
remaining maturity of such Collateral Loan and (ii) a Collateral Loan that is a Step-Up Loan will be treated as having the then
current per annum interest rate or spread over the applicable index or benchmark rate.


 


(n)          
For purposes of calculating compliance with any tests under this Agreement (including without limitation the Coverage Tests,
the Collateral Quality Test, Senior Advance Rate Test and the Concentration Limitations), the trade date (and not the settlement
date) with respect to any acquisition or disposition of a Collateral Loan or Eligible Investment shall be used to determine whether
and when such acquisition or disposition has occurred.


 


(o)          
For purposes of calculating the Principal Collateralization Amount and the Investment Criteria Adjusted Balance, Discount
Loans shall be allocated so as to result in the lowest possible calculation of the Principal Collateralization Amount and the Investment
Criteria Adjusted Balance.


 






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(p)          
For the avoidance of doubt, neither a failure to satisfy the Eligibility Criteria upon the origination, acquisition of or
receipt of a contribution of a debt obligation nor a breach of Section 5.12 shall occur solely as a result of any property of an
Obligor being subject to a Lien imposed by law, such as materialmen’s, warehousemen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business
for sums that are not overdue or are being contested in good faith.


 


(q)          
For the avoidance of doubt, each Ineligible Asset shall be disregarded for the purposes of calculating the Coverage Tests,
the Collateral Quality Test, the Concentration Limitations and the Senior Advance Rate Test.


 


(r)           
If a Collateral Loan included in the Collateral would be deemed a Current Pay Obligation but for the applicable percentage
limitation in the proviso to the definition of “Defaulted Loan,” then the Current Pay Obligations with the lowest Market
Value (assuming that such Market Value is expressed as a percentage of the Principal Balance of such Current Pay Obligations as
of the date of determination) shall be deemed Defaulted Loans. Each such Defaulted Loan will be treated as a Defaulted Loan for
all purposes until such time as the Aggregate Principal Balance of Current Pay Obligations would not exceed, on a pro forma basis
including such Defaulted Loan, the applicable percentage of Total Capitalization.


 


Section 1.4            
Cross-References; References to Agreements. “Herein”, “hereof” and other words of similar
import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision. Unless otherwise
specified, references in this Agreement to any Article, Section, Schedule or Exhibit are references to such Article or Section of,
or Schedule or Exhibit to, this Agreement, and references in any Article, Section, Schedule or definition to any subsection or
clause are references to such subsection or clause of such Article, Section, Schedule or definition. Unless otherwise specified,
all references herein to any agreement or instrument shall be interpreted as references to such agreement or instrument as it may
be amended, supplemented or restated from time to time in accordance with its terms and the terms of this Agreement and the other
Loan Documents. The words “include”, “includes” and “including” shall be deemed to be followed
by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect
as the word “shall”.


 


Section 1.5            
Reference to Secured Parties.


 


In each case herein
where any payment or distribution is to be made or notice is to be given to the “Secured Parties”, (i) such payments
and distributions in respect of the Lenders shall be made to the Collateral Agent and (ii) such notices in respect of the Lenders
shall be made to the Administrative Agent.


 


Any reference herein
to notice or other delivery to be provided to S&P shall no longer be applicable if S&P is no longer rating any Loans (whether
or not so specified herein).


 






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ARTICLE
II 



THE LOANS


 


Section 2.1           
The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without
limitation, Article III:


 


(a)          
each Revolving Lender severally agrees to make loans to the Borrower (each, a “Revolving Loan”) from
time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case
in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Lender’s Revolving Commitment
and (ii) as to all Lenders, the Total Revolving Commitment at such time; and


 


(b)          
each Term Lender severally agrees to make loans to the Borrower (each, a “Term Loan”) on the Initial
Borrowing Date, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term
Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time.


 


Within such limits
and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under
this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed.


 


Section 2.2           
Making of the Loans.


 


(a)          
If the Borrower desires to request a Borrowing it shall give the Agents a written notice in substantially the form set forth
on Exhibit B hereto (each, a “Notice of Borrowing”), which Notice of Borrowing shall promptly be sent by the
Administrative Agent to each Revolving Lender not later than 2:00 p.m. (New York City time) at least one Business Day prior to
the day of the requested Borrowing.


 


(b)          
Each Notice of Borrowing shall be dated the date the request for the related Borrowing is being made, signed by an Authorized
Officer of the Borrower and otherwise be appropriately completed. The proposed Borrowing Date specified in each Notice of Borrowing
shall be (i) in the case of the Term Loans, the Initial Borrowing Date and (ii) in the case of the Revolving Loans, a Business
Day falling during the Commitment Period.


 


(c)          
The amount of the Borrowing requested in each Notice of Borrowing (the “Requested Amount”) shall be equal
to (i) in the case of a Borrowing of Revolving Loans, at least $250,000 and integral multiples of $1,000 in excess thereof (or,
if less, the aggregate Undrawn Commitments) and (ii) in the case of a Borrowing of Term Loans, the Total Term Commitment.


 


(d)          
Each Notice of Borrowing shall be revocable by the Borrower only if notice of such revocation is given to the Revolving
Lenders and the Administrative Agent (with a copy to the Collateral Agent) no later than 2:00 p.m. (New York City time) on the
date that is one Business Day before the date of the related Borrowing. Notices of Borrowing shall otherwise be irrevocable.


 


(e)          
Each Lender shall, not later than 1:00 p.m. (New York City time) on each Borrowing Date in respect of the Revolving Loan
to be funded by it hereunder, make its Percentage Share of the applicable Requested Amount available to the Borrower by disbursing
such funds in Dollars to an account specified by the Borrower in the Notice of Borrowing; provided, in the event that the
only Lender is Natixis, New York Branch, the Lender shall make the applicable funds available directly to the Borrower in accordance
with such timeframe unless otherwise directed by the Administrative Agent.


 






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(f)           
The failure of any Lender to fund any Loan on a Borrowing Date hereunder shall not relieve any other Lender of any obligation
hereunder to fund any Loan on such date. Notwithstanding the foregoing and any other provision to the contrary contained herein,
if any Revolving Lender shall have failed to fund its Percentage Share of a previously requested Revolving Loan on the applicable
date of Borrowing and the Borrower provides a new Notice of Borrowing as a result of such failure to fund, then, in each such case,
if necessary to make such Borrowing, the Borrower shall be permitted a single additional Revolving Loan without regard to the minimum
funding limit set forth herein.


 


Section 2.3           
Evidence of Indebtedness; Notes.


 


(a)          
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the
Borrower to it and resulting from the Loans made by such Lender to the Borrower, from time to time, including the amounts of principal
and interest thereon and paid to it, from time to time hereunder. Notwithstanding any provision herein to the contrary, the parties
hereto intend that the Loans made hereunder shall constitute a “loan” and not a “security” for purposes
of Section 8-102(15) of the UCC.


 


(b)          
The Administrative Agent shall maintain, in accordance with its usual practices, accounts in which it will record (i) the
amount of each Loan made hereunder to the Borrower, (ii) the amount of any principal due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) the amount of any principal sum paid by the Borrower hereunder
and each Lender’s share thereof.


 


(c)          
The entries maintained in the accounts maintained pursuant to clauses (a) and (b) of this Section 2.3 shall,
absent manifest error, be prima facie evidence of the existence and amounts of the Loans therein recorded; provided
that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of a conflict
between the entries maintained by a Lender and those maintained by the Administrative Agent, the records of the Administrative
Agent shall control.


 


(d)          
Any Lender may request that its Loans to the Borrower be evidenced by a Note. In such event, the Borrower shall promptly
prepare, execute and deliver to such Lender a Note (or Notes) payable to such Lender (or, if requested by such Lender, to such
Lender and its registered assigns). Thereafter, to the extent reflected in the Register, the Loans of such Lender evidenced by
such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.6) be represented
by one or more Notes payable to such Lender (or registered assigns pursuant to Section 12.6), except to the extent that such
Lender (or registered assignee) subsequently returns any such Note for cancellation and requests that such Loans once again be
evidenced as described in clauses (a) and (b) of this Section 2.3. At the time of any payment or prepayment in full
of the Loans evidenced by any Note, such Note shall be surrendered to the Administrative Agent promptly (but no more than five
Business Days) following such payment or prepayment in full. Any such Note shall be cancelled and shall not be reissued, and no
Note shall be issued in lieu of any prepaid principal amount of any Note. If requested by any Lender in writing, the Borrower shall
obtain a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made
hereunder.


 






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Section 2.4           
Maturity of Loans. Each Loan shall mature, and the principal amount thereof shall be due and payable, on the Stated
Maturity.


 


Section 2.5           
Interest Rates.


 


(a)          
The Loans shall be Eurodollar Rate Loans, except as otherwise provided in this Agreement, including without limitation,
in clause (i) of the definition of “Applicable Rate” and Sections 11.1 and 11.2.


 


(b)          
The Loans shall bear interest on the unpaid principal amount thereof, for each day such Loan is outstanding during each
Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto. Such interest shall
be payable for each Interest Period on the Quarterly Payment Date immediately following the end of such Interest Period and on
the Stated Maturity and as otherwise set forth herein.


 


(c)          
In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal
amount of the Loans, and, to the extent permitted by applicable law, overdue interest in respect of all Loans, shall bear interest
for each day at the annual rate of the sum of (i) the Applicable Rate for such Loan for such day plus (ii) two percent (the
 “Post-Default Rate” for such Loan).


 


(d)          
The Administrative Agent shall determine each interest rate applicable to the Loans hereunder for any Interest Period or
portion thereof pursuant to this Section 2.5 and the related definitions; provided that the relevant CP Lender, its Program
Manager or its funding agent, as applicable, shall determine and announce to the Administrative Agent the Cost of Funds Rate for
each Loan that is made by a CP Lender and to which the Cost of Funds Rate applies, such determination to be conclusive absent manifest
error. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders of each rate of interest
so determined, and its determination thereof shall be conclusive in the absence of manifest error. The Administrative Agent shall,
at the request of the Borrower, the Collateral Agent or any Lender, deliver to the Borrower, the Collateral Agent or such Lender,
as the case may be, a statement showing the quotations and demonstrating the calculations used by the Administrative Agent or the
relevant CP Lender, its Program Manager or its funding agent, as applicable, in determining any interest rate pursuant to this
Section 2.5.


 


(e)          
The Administrative Agent agrees to use its best efforts to obtain quotations of LIBOR as contemplated by Section 2.5(d)
and the definition of “London Interbank Offered Rate”. If the Administrative Agent does not obtain a timely quotation,
the provisions of Section 11.1 shall apply.


 






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(f)           
The Administrative Agent shall provide notice to the Borrower, the Collateral Agent, the Collateral Administrator and the
Lenders of any and all LIBOR rate sets on the date that any such rate set is determined. Each CP Lender, its Program Manager or
its funding agent, as applicable, shall notify the Administrative Agent of the Cost of Funds Rate for each Loan that is made by
such CP Lender and to which the Cost of Funds Rate applies on or prior to the related Calculation Date in connection with the provision
of its invoice or otherwise upon written request. The Cost of Funds Rate for each CP Lender shall be calculated, for each day during
the period between the date of such notice and the last day of each Interest Period (the “Estimate Period”),
on the basis of such CP Lender’s good faith estimate of its funding costs for such Estimate Period, and the amount of interest
payable to such CP Lender in respect of the following Interest Period shall be increased by the amount, if any, by which interest
at the actual Cost of Funds Rate for such CP Lender for such Estimate Period exceeds the amount estimated or shall be decreased
by the amount, if any, by which the amount of interest at the estimated Cost of Funds Rate for such Estimate Period exceeds the
amount of interest accrued at the actual Cost of Funds Rate. However, on the Stated Maturity, any such increase or decrease that
would be due pursuant to the preceding sentence shall instead be settled and paid on the Stated Maturity. Each CP Lender, its Program
Manager or its funding agent, as applicable, shall supply a reconciliation of such amounts as provided in this Section 2.5(f) for
each such period to the Administrative Agent and, absent manifest error, such reconciliation shall be conclusive and binding on
all parties hereto. The interest rate payable to a CP Lender shall reflect proportionately the different sources of funding used
during each Interest Period by such CP Lender to finance its outstanding Loans.


 


Section 2.6           
Commitment Fees.


 


(a)          
Commitment Fees Payable. The Borrower shall, subject to Section 11.5(b)(y), pay to the Revolving Lenders pursuant
to Section 6.4 or 9.1, as applicable, ratably in proportion to their respective Percentage Shares, a commitment fee (a “Commitment
Fee”) accruing for each day during each Interest Period:


 


(i)          
from and including April 14, 2020 to but excluding the date that is three months after April 14, 2020, at a per annum rate
equal to 0.0% of the undrawn amount of the Total Revolving Commitment as of the end of such day;


 


(ii)          
from and including the date that is three months after April 14, 2020 to but excluding the date that is six months after
April 14, 2020, at a per annum rate equal to 0.25% of the undrawn amount of the Total Revolving Commitment as of the end of such
day;


 


(iii)         
from and including the date that is six months after April 14, 2020 to but excluding the date that is twelve months after
April 14, 2020, at a per annum rate equal to 0.60% of the undrawn amount of the Total Revolving Commitment as of the end of such
day; and


 


(iv)        
thereafter for each remaining day in the Commitment Period, at a per annum rate equal to 0.90% of the undrawn amount of
the Total Revolving Commitment as of the end of such day;


 


provided that if the Revolving Commitment
of any Revolving Lender is reduced as the result of a Bail-In Action, the Commitment Fee payable to such Revolving Lender shall
be calculated based on its Revolving Commitment as so reduced.


 






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The Commitment Fees shall be payable quarterly
in arrears on the Quarterly Payment Date immediately following each Interest Period for which such fees accrue as provided in the
Priority of Payments and shall be calculated by the Administrative Agent pursuant to Section 2.10.


 


(b)          
Fees Non-Refundable. All fees set forth in this Section 2.6 shall be deemed to have been earned on the date
such payment is due in accordance with the provisions of this Agreement and shall be non-refundable. The obligation of the Borrower
to pay such fees in accordance with the provisions of this Agreement shall be binding upon the Borrower and shall inure to the
benefit of the Revolving Lenders regardless of whether any Revolving Loans are actually made.


 


Section 2.7          
Reduction of Commitments; Conversion; Prepayments.


 


(a)          
Reduction and Termination.


 


(i)          
The Total Revolving Commitment (and the Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00
p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans on the Initial Borrowing
Date as set forth in Section 2.1, the amounts of the Total Term Commitment shall be reduced to zero.


 


(ii)          
The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of
the Revolving Commitments) the Total Revolving Commitment by an amount specified by the Borrower (such amount, the “Commitment
Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in
Exhibit L) to the Revolving Lenders, S&P and the Administrative Agent, which notice shall specify the effective date of such
reduction, and on such effective date the Total Revolving Commitment shall be reduced by the Commitment Reduction Amount; provided
that the Borrower shall only have the right to terminate the Revolving Commitments if all amounts in respect of the Revolving Loans
and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including
without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be
effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full,
shall terminate) the Revolving Commitments of each Revolving Lender on the date specified in such notice and (3) shall specify
the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment below the aggregate
principal amount of the Revolving Loans at such time.


 


(iii)         
The Total Revolving Commitment (and the Revolving Commitment of each Lender), once terminated or reduced may not be reinstated.


 


(iv)        
The Borrower will not reduce the Total Revolving Commitment if, after giving effect to such reduction or termination, such
reduction would result in a Commitment Shortfall.


 






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(b)          Conversion
of Revolving Loans to Term Loans.


 


(i)         At
any time during the Commitment Period, the Administrative Agent may request (with notice to the Borrower and the Services Provider)
that any portion (such portion, the “Requested Conversion Portion”) of the outstanding Revolving Loans be converted
to a term loan equal to such Requested Conversion Portion.


 


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


 


(iii)       For
all purposes hereunder, the Revolving Loans converted on each Conversion Date shall, as of such date, constitute and be referred
to and treated for all purposes as a Term Loan hereunder. Any converting Lender and the Borrower shall cooperate to evidence the
repayment and cancellation of any related Note evidencing such Lender’s Revolving Loans (or portion thereof) being converted
into a Term Loan, as well as the issuance of any related Note evidencing the Term Loans pursuant to Section 2.3(d).


 


(iv)       The
Borrower will not convert any Revolving Loans to Term Loans if, after giving effect to such conversion, a Commitment Shortfall
would exist.


 


(c)          Prepayments
on Quarterly Payment Dates. On each Quarterly Payment Date, the Loans will be prepaid to the extent required under the Priority
of Payments. To the extent designated by the Borrower in writing to the Administrative Agent, each such prepayment of Revolving
Loans shall result in a permanent reduction (or termination, as applicable) of the Revolving Commitments.


 


(d)          Other
Prepayments. Subject to the requirements that after giving effect to the proposed prepayment and/or redemption (x) there will
be sufficient funds in the Collection Account to make all payments described in clauses (A) through (C) of Section 9.1(a)(i) on
the next Quarterly Payment Date and (y) there is no Commitment Shortfall, on any Business Day:


 


(i)         the
Borrower may (A) upon at least two Business Days’ notice (in substantially the form as set out in Exhibit L and which shall
contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth
in this Section 2.7(d) with respect to such proposed prepayment) to the Agents and S&P, prepay all or any portion of the Loans
then outstanding, without penalty or premium, by paying to the Collateral Agent for the account of the Lenders the principal amount
to be prepaid (from amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest
(including any accrued and unpaid interest amounts) and Commitment Fees, if applicable, thereon to the date of prepayment (from
amounts on deposit in the Collection Account constituting Interest Proceeds) and any amount due pursuant to Section 2.9 (from
amounts on deposit in the Collection Account constituting Principal Proceeds); provided that any prepayments of Loans made
pursuant to this clause (A) shall (x) result in the reduction and, as applicable, termination, of the Revolving Commitments on
a dollar-for-dollar basis and (y) be allocated between the Revolving Loans and the Term Loans based on, with respect to principal,
the Principal Allocation Formula, and with respect to interest and any other payments on a pro rata basis; and (B) on any
Business Day during the Reinvestment Period, if each Coverage Test is satisfied, or if not satisfied, maintained or improved,
after giving effect thereto, upon at least two Business Days’ notice to the Agents, prepay all or any portion of the Revolving
Loans then outstanding by paying the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting
Principal Proceeds) together with accrued interest and Commitment Fees, if applicable, thereon to the date of prepayment (from
amounts on deposit in the Collection Account constituting Interest Proceeds) and any amounts due pursuant to Section 2.9 (from
amounts on deposit in the Collection Account constituting Principal Proceeds); provided that any prepayments of the Revolving
Loans made pursuant to this clause (B) shall not result in any reduction in the Revolving Commitments at such time and such prepaid
amounts under the Revolving Loans may be re-borrowed in accordance with the terms of this Agreement;


 






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(ii)        Each
notice of such prepayment and/or redemption shall be effective upon receipt and shall be dated the date such notice is being given,
signed by an Authorized Officer of the Borrower. Each prepayment and/or redemption of any Loans by the Borrower pursuant to this
Section 2.7(d) shall in each case be in a principal amount of at least $250,000 or a whole multiple of $1,000 in excess thereof
or, if less, the entire outstanding principal amount of such Loans. If a notice of such prepayment and/or redemption is given
by the Borrower, the Borrower shall make such prepayment and/or redemption and the payment amount specified in such notice shall
be due and payable on the date specified therein. Each prepayment and redemption pursuant to this Section 2.7(d) shall be subject
to Section 2.9. All prepayments and redemptions of Loans pursuant to this Section 2.7(d) shall be applied in accordance with the
procedures set forth in Section 2.7(g) and shall not be subject to the Priority of Payments.


 


(e)          Upon
receipt of a notice of reduction or prepayment and/or redemption from the Borrower pursuant to Section 2.7(a)(ii) or 2.7(d), the
Administrative Agent shall promptly notify each Lender, of the contents thereof and of such Lender’s ratable share (if any)
of such reduction, prepayment or redemption, as applicable, and such notice shall thereafter be revocable by the Borrower no later
than 2:00 p.m. (New York City time) one Business Day before the date set forth by the Borrower in the applicable notice of reduction
or prepayment as the reduction or prepayment and/or redemption date. Upon the expiration of such time period, the notice of reduction
or prepayment and/or redemption shall be irrevocable; provided that any such notice may provide that repayment and/or redemption
shall be subject to and contingent on the consummation of alternative financing.


 






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(f)           [Reserved].


 


(g)          Except
as provided in clause (d) above and in the proviso to this clause (g) below, all reductions of the Revolving Commitments shall
be applied to the Revolving Commitments of each Revolving Lender, ratably in accordance with their relevant applicable Percentage
Shares, and all prepayments of the Loans shall be applied to the outstanding principal amount of the Revolving Loans and Term
Loans of each applicable Lender on a pro rata basis; provided that, (i) with the consent of the Administrative Agent
and each Revolving Lender, (x) reductions of the Revolving Commitments need not be applied ratably and/or (y) the Term Loans may
be prepaid without corresponding prepayment of the Revolving Loans (and without reduction of the Revolving Commitments) and (ii)
with the consent of the Administrative Agent and each Lender, the prepayments of the Loans need not be applied on a pro rata basis.


 


(h)          The
Borrower may effect a prepayment of all or any portion of the Loans then outstanding pursuant to Section 2.7(d) from the proceeds
of the sale of Collateral Loans in connection with a Permitted Securitization. The Borrower may effect a Permitted Distribution
from the proceeds of the sale of Collateral Loans in connection with a Permitted Securitization if the Borrower has first effected
a prepayment of a portion of the Loans then outstanding from such proceeds pursuant to Section 2.7(d) in an amount sufficient
to satisfy the requirements of sub-clause (x) of clause (b) of the definition of Permitted Distribution.


 


Section
2.8            General Provisions as to Payments.


 


(a)          The
failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its
obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and
no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender.


 


(b)          Except
as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents
in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to
the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement
or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent
for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without
setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral
Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the
Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due.


 






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(c)           The
Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the
Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest
on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall
be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date
for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation
of law or otherwise, interest thereon shall be payable for such extended time.


 


Section
2.9            Funding Losses. If the Borrower (1) makes any payment of principal with
respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has
been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result
of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with
Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I)
shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment
Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason
of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding
in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender
from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount,
if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing
requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income,
if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made
as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date
pursuant to the Priority of Payments.


 


Section
2.10          Computation of Interest and Fees. Except as otherwise expressly provided
herein, interest and fees payable pursuant to this Agreement shall be computed on the basis of a year of 360 days and paid for
the actual number of days elapsed (including the first day but excluding the last day except in the case of interest or fees calculated
on the basis of an Interest Period). All amounts payable hereunder shall be paid in Dollars.


 


Section
2.11          No Cancellation of Indebtedness. Notwithstanding anything to the contrary
herein, no Loan may be cancelled, surrendered, abandoned or forgiven except for payment as provided herein.


 


Section
2.12          Loan Held by Borrower Affiliated Holders. Notwithstanding anything
to the contrary herein, in determining whether any Lender has given any request, demand, authorization, direction, notice, consent
or waiver hereunder, any Loan or Commitment held by Borrower Affiliated Holders shall be disregarded and deemed not to be outstanding.


 






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ARTICLE
III 



CONDITIONS TO BORROWINGS


 


Section
3.1          Effectiveness of Commitments. The effectiveness of the Commitments shall
occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender), each document
to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document
and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent:


 


(a)          The
Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii)
each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date,
each duly executed and delivered by all of the parties thereto.


 


(b)          The
Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby
consents to such filing by the Collateral Agent or the Administrative Agent) under the UCC in all jurisdictions that the Administrative
Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement
and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests
and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor.


 


(c)          The
Agents shall have received legal opinions (addressed to each of the Secured Parties from (i) Cleary Gottlieb Steen & Hamilton
LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true
sale and non-consolidation opinions), (ii) Nixon Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and
the Custodian (iii) Eversheds Sutherland (US) LLP, counsel to the Services Provider and the Retention Provider, (iv) Holland &
Knight LLP, counsel to the Document Custodian, and (v) Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel to the
Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request.


 


(d)          The
Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have
been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto
and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the
Closing Date pursuant to Section 8.3 shall have been so deposited.


 


(e)          The
Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating
of at least “AA(sf)”.


 


(f)          The
Borrower shall have paid (i) the fees to be received by Natixis Securities Americas LLC (or any designated Affiliate) on the Closing
Date pursuant to the Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the
Agents, the Lenders, S&P, respective legal counsel and each other Person payable under and in accordance with the Engagement
Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement
and the other Loan Documents.


 






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(g)          The
Agents shall have received a certificate of an Authorized Officer of the Borrower:


 


(i)         to
the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any
Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower
set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default
has occurred and is continuing;


 


(ii)        certifying
as to and attaching (A) its Constituent Documents; (B) the incumbency and specimen signature of each of its Authorized Officers
authorized to execute the Loan Documents to which it is a party; and (C) a good standing certificate from its state or jurisdiction
of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure
to be so qualified would reasonably be expected to have a Material Adverse Effect; and


 


(iii)       certifying
that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate
hedging agreements or currency hedging agreements.


 


(h)          The
Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Provider and
the Seller:


 


(i)         to
the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Provider and
the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and


 


(ii)        certifying
as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager
or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby;
(C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which
it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other
state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected
to have a Material Adverse Effect.


 


(i)           If
requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or
other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder.


 






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(j)            The
Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency
and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party.


 


(k)           The
Administrative Agent shall have received from the Retention Provider a satisfactorily completed European risk retention questionnaire
provided by the Administrative Agent.


 


(l)            The
Administrative Agent and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership
Certification.


 


(m)          The
Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization,
approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion
of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required
for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such
authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the
Loan Documents except as have been given.


 


(n)           The
Borrower shall have provided to the Document Custodian any documentation and other information reasonably requested in connection
with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.


 


Section
3.2            Borrowings and Issuance. The obligation of any Revolving Lender to make
its initial Revolving Loan on the occasion of the initial Borrowing is subject to the satisfaction of the following conditions
(provided, however, that in the event the Revolving Lender makes its initial Revolving Loan, such conditions will be deemed to
be satisfied or waived, as applicable):


 


(a)           The
Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (w) the grant of security pursuant
to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the
Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such Collateral in accordance
with Section 8.7 to the Custodian or the Document Custodian, as applicable, shall have been effected, (y) the Borrower (or the
Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts for such Collateral in its possession
to the Document Custodian in accordance with Sections 5.26 and 14.1(b) and (z) all other actions, recordings and filings that
the Administrative Agent may deem necessary or desirable in order to perfect the Liens created by the Granting Clause have been
taken.


 






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(b)          The
Agents shall have received a certificate of an Authorized Officer of the Services Provider (which certificate shall include a
schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect that, (1) in the case
of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery
thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens,
claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the
Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse
claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest
in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than
pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral
to the Collateral Agent; and (B) upon the Grant by the Borrower of a security interest in the Collateral pursuant to the Granting
Clause and upon the delivery of Collateral that is required to be delivered to the Collateral Agent hereunder, the filing of all
UCC-1 financing statements as are necessary to perfect the interests of the Secured Parties in the Collateral and the execution
of the Account Control Agreement, the Collateral Agent shall have a first priority perfected security interest in the Collateral,
except in respect of any Permitted Lien or as otherwise permitted by this Agreement and (2) immediately before and after giving
effect to the Borrowings, the Overcollateralization Ratio Test shall be satisfied (as demonstrated in a writing attached to the
certificate of the Services Provider).


 


(c)          The
Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that:


 


(i)         the
Closing Date Portfolio Condition is satisfied;


 


(ii)        immediately
after giving effect to the Borrowings to be made on the Initial Borrowing Date (on a pro forma basis) the aggregate outstanding
principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on the Initial Borrowing
Date;


 


(iii)       immediately
before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the making
of such Revolving Loans;


 


(iv)       the
representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true
and correct in all material respects on and as of the Initial Borrowing Date (unless stated to relate solely to an earlier date,
in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)
both before and after giving effect to the making of such Loans;


 


(v)       no
law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued,
and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which
does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the making or repayment of the Loans
or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by
this Agreement; and


 


(vi)      each
of the Loan Documents is in full force and effect and is the binding and enforceable obligation of the Borrower and the Services
Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material,
individually or in the aggregate with other affected provisions, to the interests of any of the Lenders).


 






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(d)          The
Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any
Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the Borrower
(though nothing herein shall impose an obligation on any Agent to make any such request).


 


Section
3.3           Borrowings and Issuance. The obligation of any Lender to make a Revolving
Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:


 


(a)          the
Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;


 


(b)          immediately
after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a
pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans
shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date and (ii) the Senior Advance Rate Test shall
be satisfied;


 


(c)          no
Commitment Shortfall shall exist after giving effect to such Borrowing;


 


(d)         except
in the case of Revolving Loans obtained to fund Unfunded Amounts:


 


(i)         immediately
before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding
of such Loan;


 


(ii)        the
representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true
and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date,
in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)
both before and after giving effect to the funding of such Loan;


 


(iii)       no
law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued,
and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which
does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans
or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by
this Agreement;


 


(iv)       each
of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services
Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material,
individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and


 






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(v)        immediately
after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached
to such Notice of Borrowing).


 


ARTICLE
IV 



REPRESENTATIONS AND WARRANTIES OF THE BORROWER


 


In
order to induce the Administrative Agent and each of the Lenders which may become a party to this Agreement to make the Loans,
the Borrower makes the following representations and warranties as of the Closing Date. Such representations and warranties shall
survive the effectiveness of this Agreement, the execution and delivery of the other Loan Documents, the making of the Loans.


 


Section
4.1            Existence and Power. The Borrower is a limited liability company duly
formed and validly existing and in good standing under the laws of the state of Delaware. Each of the Borrower’s chief place
of business, its chief executive office and the office in which the Borrower maintains its books and records are located in the
address set forth on the signature pages hereof. The Borrower has all powers and all material governmental licenses, authorizations,
consents and approvals required to own its property and assets and carry on its business as now conducted or as it presently proposes
to conduct it, and has been duly qualified and is in good standing (as applicable) in every jurisdiction in which the failure
to be so qualified and/or in good standing is likely to have a Material Adverse Effect.


 


Section
4.2            Power and Authority. The Borrower has the power and authority to execute,
deliver and carry out the terms and provisions of each of the Loan Documents to which it is a party and has taken all necessary
action to authorize the execution, delivery and the performance of such Loan Documents to which it is a party. The Borrower has
duly executed and delivered each such Loan Document, and each such Loan Document constitutes the legal, valid and binding obligation
of the Borrower, enforceable in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy
or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered
in a proceeding in equity or at law.


 


Section
4.3            No Violation. Neither the execution, delivery or performance by the
Borrower of the Loan Documents to which it is a party nor compliance by the Borrower with the terms and provisions thereof nor
the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by the
Loan Documents (i) will contravene in any material respect any applicable provision of any law, statute, rule, regulation, order,
writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict, in any material respect, with or
result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in
the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower
pursuant to the terms of any indenture, agreement, lease, instrument or undertaking to which the Borrower is a party or by which
it or any of its property or assets is bound or to which it is subject (except Permitted Liens) or (iii) will contravene the terms
of any organizational documents of the Borrower, or any amendment thereof.


 






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Section
4.4            Litigation. There is no action, suit or proceeding pending against or,
to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened against or adversely affecting, (i) the Borrower
or the Services Provider or (ii) the Loan Documents or any of the transactions contemplated by the Loan Documents, before any
court, arbitrator or any governmental body, agency or official, in each case, which has had or would reasonably be expected to
have a Material Adverse Effect.


 


Section
4.5            Compliance with ERISA.


 


(a)           Neither
the Borrower nor any member of its ERISA Group, if any, has any liability or obligation with respect to any Plan or any Multiemployer
Plan which has had or would reasonably be expected to have a Material Adverse Effect. The Borrower has not maintained or sponsored
or contributed to, or been required to contribute to, any Plan or any Multiemployer Plan in the past 5 years.


 


(b)           The
assets of the Borrower are not treated as “plan assets” for purposes of 29 C.F.R. Section 2510.3-101 and Section 3(42)
of ERISA. The Borrower has not taken, or omitted to take, any action which, assuming no assets of the Lenders being used in connection
with the Loans or this Agreement are treated as “plan assets” for purposes of 29 C.F.R. Section 2510.3-101 and Section
3(42) of ERISA, would result in the occurrence of any Prohibited Transaction in connection with the transactions contemplated
hereunder.


 


Section
4.6            Environmental Matters.


 


(a)           The
Borrower’s operations comply in all material respects with all applicable Environmental Laws;


 


(b)           None
of the Borrower’s operations is the subject of a federal or state investigation evaluating whether any remedial action,
involving expenditures, is needed to respond to a release of any Hazardous Substances into the environment; and


 


(c)           The
Borrower does not have any material contingent liability in connection with any release of any Hazardous Substances into the environment.


 


Section
4.7            Taxes. The Borrower has filed or caused to be filed all federal and
other material tax returns and reports required to be filed by it and has paid all federal and other material Taxes required to
be paid by it, except such as are being contested in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP have been provided.


 






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Section
4.8            Full Disclosure.


 


(a)           No
written information (other than projections, other forward-looking information, information of a general economic or general industry
nature and pro forma financial information) heretofore (as of each date when this representation and warranty is made) furnished
by or on behalf of the Borrower to the Agents or any Lender for purposes of, or in connection with this Agreement or any transaction
contemplated hereby, contains any material misstatement of fact or omits to state any material fact necessary to make the statements
therein, in light of the circumstances under which such information was furnished, not misleading (to the best knowledge of the
Borrower, in the case of information obtained by the Borrower from Obligors or other unaffiliated third parties) as of the date
such information was furnished. The projections and pro forma financial information contained in the materials referenced above
are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made,
it being recognized by the Lenders that such projections and pro forma financial information as it relates to future events are
not to be viewed as fact and that actual results during the period or periods covered by such projections and pro forma financial
information may differ from the projected and pro forma results set forth therein by a material amount.


 


(b)           On
the Closing Date, the information included in the Beneficial Ownership Certification provided by the Borrower is true and correct
in all respects.


 


Section
4.9            Solvency. On the Closing Date, and after giving effect to the transactions
contemplated by the Loan Documents, the Borrower will be solvent.


 


Section
4.10         Use of Proceeds; Margin Regulations. All proceeds of the Loans will
be used by the Borrower only in accordance with the provisions of this Agreement and the other Loan Documents. No part of the
proceeds of any Loan will be used by the Borrower in any manner, whether directly or indirectly, that causes such Loan or the
application of such proceeds to violate Regulations U or X of the Federal Reserve Board.


 


Section
4.11          Governmental Approvals. No order, consent, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or
any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of
any Loan Document to which the Borrower is a party or the consummation of any of the transactions contemplated thereby other than
those that have already been duly made or obtained and remain in full force and effect or those recordings and filings in connection
with the Liens granted to the Collateral Agent under the Loan Documents, except for any order, consent, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption, that, if not obtained, would not, either individually
or in the aggregate reasonably be expected to have a Material Adverse Effect.


 


Section
4.12          Investment Company Act. Neither the Borrower nor the pool of Collateral
is an “investment company” as defined in, or subject to regulation under, the Investment Company Act.


 


Section
4.13         Representations and Warranties in Loan Documents. All representations
and warranties made by the Borrower in the Loan Documents to which it is a party are true and correct in all material respects
as of the date of this Agreement and as of any date that Borrower is deemed to reaffirm the same under this Agreement (unless
stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all
material respects as of such earlier date).


 






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Section
4.14           Ownership of Assets. The Borrower owns all of its properties and assets,
of any nature whatsoever, free and clear of all Liens, except Permitted Liens.


 


Section
4.15           No Default. No Default exists under or with respect to any Loan Document.
The Borrower is not in default under or with respect to any material agreement, instrument or undertaking to which it is a party
or by which it or any of its properties is bound in any respect, the existence of which default has had or would reasonably be
expected to have a Material Adverse Effect.


 


Section
4.16          Labor Matters. There is no labor controversy pending with respect to
or, to the knowledge of a Senior Authorized Officer of the Borrower, threatened against the Borrower, which has had or, if adversely
determined, would reasonably be expected to have a Material Adverse Effect.


 


Section
4.17           Subsidiaries/Equity Interests. The Borrower (a) has no Subsidiaries
and (b) owns no equity interest in any other entity except equity received in connection with the exercise of remedies against
an Obligor or through a restructuring of the Obligor, subject to Section 10.1(a)(iv).


 


Section
4.18           Ranking. All Obligations, including the Obligations to pay principal
of, interest on and any other amounts in respect of the Loans, constitute senior indebtedness of the Borrower (subject to the
Priority of Payments (including without limitation Sections 6.4 and 9.1)).


 


Section
4.19           Representations Concerning Collateral.


 


(a)            Upon
each transfer of Collateral in the manner specified in Section 8.7 and after the other actions described in Section 8.7 have been
taken by the appropriate parties, the Collateral Agent in accordance with Section 8.7, for the benefit of the Secured Parties,
will have a perfected pledge of and security interest in such Collateral and all proceeds thereof (subject to § 9-315(c)
of the UCC), which security interest shall be prior to all other interests in such Collateral, other than certain Permitted Liens
that are prior to the security interest of the Secured Parties by operation of law or, in the case of clause (h) of the definition
of “Permitted Liens”, by contract. No filings other than those described or referred to in Section 8.7 or any other
action other than those described in Section 8.7 will be necessary to perfect such security interest.


 


(b)            Immediately
before giving effect to each transfer of Collateral Loans, Eligible Investments and other Collateral by the Borrower to the Collateral
Agent in accordance with Section 8.7, the Borrower will be the beneficial owner of such Collateral Loans, Eligible Investments
and other Collateral, and the Borrower will have the right to receive all Collections on such Collateral Loans, Eligible Investments
and other Collateral, in each case free and clear of all Liens, security interests and adverse claims other than Permitted Liens.


 


(c)            All
of the Obligors and administrative agents, as applicable, in respect of the Collateral Loans, or Selling Institutions in respect
of Participation Interests, have been instructed to make payments to the Collection Account.


 


Section
4.20           Ordinary Course. Each repayment of principal or interest under this
Agreement shall be (x) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of
the Borrower and (y) made in the ordinary course of business or financial affairs of the Borrower.


 






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Section
4.21          Anti-Money Laundering and Anti-Terrorism Finance Laws. The Borrower
is in compliance, in all material respects, with anti-money laundering laws and anti-terrorism finance laws including the Bank
Secrecy Act and the PATRIOT Act (the “Anti-Terrorism Laws”).


 


Section
4.22          Anti-Corruption Laws.


 


(a)           No
part of the proceeds of the Loans shall be used, directly or indirectly: (1) to offer or give anything of value to any official
or employee of any foreign government department or agency or instrumentality or government-owned entity, to any foreign political
party or party official or political candidate or to any official or employee of a public international organization, or to anyone
else acting in an official capacity (collectively, “Foreign Official”), in order to obtain, retain or direct
business by (i) influencing any act or decision of such Foreign Official in his official capacity, (ii) inducing such Foreign
Official to do or omit to do any act in violation of the lawful duty of such Foreign Official, (iii) securing any improper advantage
or (iv) inducing such Foreign Official to use his influence with a foreign government or instrumentality to affect or influence
any act or decision of such government or instrumentality; (2) to cause any party to this Agreement to violate the U.S. Foreign
Corrupt Practices Act of 1977; or (3) to cause any party to this Agreement to violate any other anti-corruption law applicable
to such parties (all laws referred to in clauses (2) and (3) being “Anti-Corruption Laws”).


 


(b)           The
Borrower, and, to the knowledge of the Borrower, each of the Borrower’s Affiliates, brokers, and other agents acting on
its behalf are in compliance with Anti-Corruption Laws.


 


Section
4.23           Sanctions Laws.


 


(a)           The
Borrower and its directors, officers, and employees are not, and to the knowledge of the Borrower, none of its other Affiliates
or brokers or other agent of any loan party acting or benefiting in any capacity in connection with the Loans is any of the following
(each, a “Sanctioned Person”): (i) a Person with whom dealings are prohibited or restricted under any Sanctions,
including without limitation a Person that is named as a “specially designated national and blocked person” on the
most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its
official website or any replacement website or other replacement official publication of such list or similarly named on any other
applicable list of Persons subject to Sanctions or a Person that is subject to Sanctions as a result of any relationship of ownership
or control with any Person described in Section 4.23(a)(i); or (ii) a Person that derives more than 10% of its annual revenue
from investments in or transactions with any Person described in Section 4.23(a)(i).


 


(b)           The
Borrower, and, to the knowledge of the Borrower, each of the Borrower’s Affiliates, brokers, and other agents acting on
its behalf are in compliance with Sanctions.


 


(c)           Further,
none of the proceeds from the Loans shall be used to finance or facilitate, directly or knowingly indirectly, any transaction
with, investment in, or any dealing for the benefit of a Sanctioned Person or in any manner, in each case, that results in a violation
of Sanctions by any party to this Agreement.


 






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ARTICLE
V 



AFFIRMATIVE AND NEGATIVE COVENANTS OF THE BORROWER


 


The
Borrower covenants and agrees that, so long as any Lender has any Commitment hereunder or any Obligations remain unpaid, and unless
the Majority Lenders shall otherwise consent in writing:


 


Section
5.1           Information. The Borrower will deliver (or will cause to be delivered) the
following to the Agents and S&P (and the Administrative Agent shall furnish copies thereof to each of the Lenders); provided that (1) the information described in clause (g) below will be required to be furnished solely to the Administrative Agent
for distribution to each of the Lenders and (2)(x) the Borrower will procure the delivery by the Retention Provider of the information
described in clause (h) and (y) the information described in clause (i) below will be required to be furnished solely to the Administrative
Agent for distribution to each Affected Lender:


 


(a)           as
soon as available and in any event within 60 days after the end of each fiscal quarter of each fiscal year, a balance sheet of
the Borrower as of the end of such quarter and the related statements of operations for such quarter and for the portion of the
Borrower’s fiscal year ended at the end of such quarter;


 


(b)           simultaneously
with the delivery of each set of financial statements referred to in clauses (a) above, a certificate of an Authorized Officer
of the Borrower (substantially in the form as set out in Exhibit M);


 


(c)           as
soon as reasonably available and in any event within 120 days after the end of each fiscal year, a balance sheet of the Parent
as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year audited by independent
public accountants of nationally recognized standing; provided that if such audited balance sheet is not publicly available pursuant
to the last sentence of this Section 5.1, then such audited financial statements shall be due within 30 days after request by
the Administrative Agent (so long as the date of such request such date is not less than 90 days after then end of the applicable
fiscal year);


 


(d)           as
soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year, a balance
sheet of the Parent as of the end of such quarter and the related statements of operations for such quarter and for the portion
of the Parent’s fiscal year ended at the end of such quarter;


 


(e)           (i)
within two Business Days after a Senior Authorized Officer of the Borrower obtains actual knowledge of any Default, if such Default
is then continuing, a certificate of such Senior Authorized Officer setting forth the details thereof and the action which the
Borrower is taking or proposes to take with respect thereto; (ii) promptly and in any event within five Business Days after a
Senior Authorized Officer obtains knowledge thereof, notice of any (x) litigation or governmental proceeding pending or actions
threatened against the Borrower or its rights in the Collateral Loans or other Collateral which have had or would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, and (y) any other event, act or condition which
has had or would reasonably be expected to have a Material Adverse Effect; and (iii) promptly after a Senior Authorized Officer
of the Borrower obtains knowledge that any loan included in the Collateral does not qualify as a “Collateral Loan,”
notice setting forth the details with respect to such disqualification;


 






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(f)            promptly
upon the sending thereof, copies of all reports, notices or documents that the Borrower sends to any governmental body, agency
or regulatory authority (excluding routine filings) and not otherwise required to be delivered hereunder;


 


(g)           promptly
and in any event within 10 Business Days after a Senior Authorized Officer of the Borrower obtains actual knowledge of any of
the following events, a certificate of the Borrower, executed by a Senior Authorized Officer of the Borrower, specifying the nature
of such condition and the Borrower’s proposed response thereto: (i) the receipt by the Borrower of any written communication,
whether from a governmental authority, authorized citizens group, employee or otherwise, that alleges that the Borrower is not
in compliance with applicable Environmental Laws, and such noncompliance had or would reasonably be expected to have a Material
Adverse Effect, (ii) the Borrower has actual knowledge that there exists any Environmental Claim pending or threatened against
the Borrower that has had or would reasonably be expected to have a Material Adverse Effect or (iii) the Borrower has actual knowledge
of any release, emission, discharge or disposal of any Hazardous Substances that has had or would reasonably be expected to have
a Material Adverse Effect;


 


(h)           not
later than the tenth Business Day after the Collateral Report Determination Date for each calendar month (or if such day is not
a Business Day, the next succeeding Business Day), a report concerning the Collateral Loans and Eligible Investments (the “Collateral
Report”); the first Collateral Report shall be delivered in June, 2020 and shall be determined with respect to the Collateral
Report Determination Date occurring in June, 2020; the Collateral Report for a calendar month shall contain the information with
respect to the Collateral Loans and Eligible Investments described in Exhibit D, and shall be determined as of the Collateral
Report Determination Date for such calendar month; any calculations in connection with the Collateral Reports shall be made on
a trade date basis.


 


(i)            on
each Quarterly Payment Date, a Payment Date Report in accordance with Section 9.1(c);


 


(j)            from
time to time such additional information regarding the Collateral or the financial position or business of the Borrower as the
Agents, on either their own initiative or at the request of the Majority Lenders or S&P, may reasonably request in writing;
provided that, such additional information shall not include any information that the Services Provider reasonably determines
in good faith is competitively sensitive, including without limitation, internal credit memos, investment committee memos and
any proprietary analysis or similar information prepared by the Services Provider or any of its affiliates.


 


(k)           the
information described in Exhibit F, at the times indicated therein, which shall be subject to adjustment with the prior written
consent of the Borrower and the Administrative Agent;


 






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(l)          (i)          promptly
following a request by any Affected Lender which is received in connection with (x) a material amendment of any Loan Document
or (y) any additional Loan or increased Commitment, a refreshed Retention Letter from the Retention Provider;


 


(ii)        promptly
on becoming aware of the occurrence thereof, written notice of any failure to satisfy the Retention Obligations at any time;


 


(iii)       on
a monthly basis (concurrent with the delivery of each Collateral Report), a certificate from an Authorized Officer of the Retention
Provider confirming (x) continued compliance with the EU Risk Retention Requirements, (y) continued compliance with the Retention
Provider’s obligations set forth in the Retention Letter, and (z) the continued accuracy of the representations of the Retention
Provider as set forth in the Retention Letter;


 


(iv)       upon
any written request therefor by or on behalf of the Borrower or any Affected Lender delivered as a result of a material change
in (x) the performance of the Collateral Loans or (y) upon the breach of the Retention Letter or upon any material breach of any
Loan Document to which the Retention Provider is a party, a certificate from an Authorized Officer of the Retention Provider confirming
continued compliance with the Retention Provider’s obligations under the Retention Letter; and


 


(v)        promptly
following a request by any Affected Lender, such additional information regarding the Collateral Loans or the transactions contemplated
in this Agreement and/or the other Loan Documents as such Affected Lender may reasonably request in order for such Lender to comply
with or satisfy Article 5 (other than paragraph (1)(e) thereof) of the Securitisation Regulation.


 


(m)         within
five Business Days of the receipt thereof, copies of any letters received from S&P in respect of credit estimates;


 


(n)         with
respect to DIP Loans, Collateral Loans with a credit estimate and Collateral Loans with an S&P Rating of CCC-, promptly upon
becoming aware thereof, any information that may have a material adverse impact on the quality of such asset (as determined by
the Services Provider using its reasonable business judgment); and


 


(o)         within
five Business Days of the receipt thereof, written notice of the occurrence of an event that would permit the termination of the
Corporate Services Agreement, or the replacement of the Services Provider under the Corporate Services Agreement.


 


Documents
required to be delivered pursuant to Section 5.1(c) (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which
(i) Parent posts such documents, or provides a link thereto, on the Parent’s website on the Internet at https://owlrock.com/overview-orcc/;
or (ii) such documents are posted on Parent’s behalf on an internet or intranet website, if any, to which each Lender and
the Administrative Agent have access (whether a commercial or third-party website); provided that the Borrower shall deliver
paper copies of such documents to the Administrative Agent or any Lender that requests such paper copies.


 






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Section
5.2            Payment of Obligations. The Borrower will pay and discharge, at or before
maturity, all its respective material obligations and liabilities, including, without limitation, any obligation pursuant to any
agreement by which it or any of its properties or assets is bound and any material Tax liabilities, except where such liabilities
may be contested in good faith by appropriate proceedings, and will maintain in accordance with GAAP appropriate reserves for
the accrual of any of the same.


 


Section
5.3            Employees. The Borrower shall not have any employees (other than its
directors and managers to the extent they are employees).


 


Section
5.4            Good Standing. The Borrower will remain qualified to do business and
in good standing (as applicable) in its jurisdiction of formation and every other jurisdiction in which the nature of its businesses
so requires, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material
Adverse Effect.


 


Section
5.5            Compliance with Laws. The Borrower will comply in all respects with
all Applicable Law except where the necessity of compliance therewith is contested in good faith by appropriate proceedings.


 


Section
5.6            Inspection of Property, Books and Records; Audits; Etc..


 


(a)           The
Borrower will keep proper books of record and accounts in which full, true and correct entries in all respects in accordance with
GAAP shall be made of all financial matters and transactions in relation to its business and activities, and will permit representatives
of the Administrative Agent and the Collateral Agent (in each case at the Borrower’s expense, in the case of not more than
one inspection during any fiscal year except during the continuance of an Event of Default) to visit and inspect any of its properties,
to examine and make abstracts from any of its books and records, to examine and make copies of the Related Contracts (and to discuss
its affairs, finances and accounts with its officers, employees and independent public accountants, all at reasonable times in
a manner so as to not unduly disrupt the business of the Borrower, upon reasonable prior notice to the Borrower and as often as
may reasonably be desired; provided that any expenses incurred by the Borrower hereunder shall be reasonable and documented.


 


(b)           If
requested by the Majority Lenders, the Borrower agrees that representatives of the Administrative Agent (or an independent third-party
auditing firm selected by the Administrative Agent) may (at the Borrower’s expense) conduct an audit and/or field examination
of the Borrower and the Services Provider, at reasonable times in a manner so as to not unduly disrupt the business of the Borrower
or the Services Provider, for the purpose of examining the servicing and administration of the Collateral Loans, the results of
which audit and/or field examination shall be promptly provided to the Lenders; provided that, so long as no Event of Default
exists, no more than one such audit or field examination shall be conducted during any fiscal year of the Borrower and any expenses
incurred in the course of such audit and/or field examination shall be reasonable and documented.


 






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(c)           If
requested by the Administrative Agent or the Majority Lenders, the Borrower and the Services Provider shall participate in a meeting
with the Administrative Agent and the Lenders once during each fiscal year of the Borrower, to be held at a location in New York
City and at a time reasonably determined by the Borrower and the Services Provider.


 


Section
5.7            Existence. The Borrower shall do or cause to be done, all things necessary
to preserve and keep in full force and effect its existence, its material rights and its material privileges, obligations, licenses
and franchises.


 


Section
5.8            Subsidiaries; Equity Interest. The Borrower shall not directly or indirectly
own any Subsidiaries or any Equity Interest in any entity other than as otherwise permitted pursuant to Section 4.17.


 


Section
5.9            Investments.


 


(a)           The
Borrower shall not make any investment other than in Collateral Loans or Eligible Investments; provided that the Borrower
may own Defaulted Loans and other Collateral only as permitted by the terms of this Agreement. The Borrower shall not acquire
or originate any debt obligation unless, at the time of the commitment to acquire or originate such debt obligation, the Eligibility
Criteria are satisfied with respect to the debt obligations so acquired or originated. The Borrower shall not acquire, originate
or fund any debt obligations after the Reinvestment Period except for (i) the funding of Exposure Amounts of Revolving Collateral
Loans and Delayed Funding Loans that were originated or acquired by, or contributed to, the Borrower prior to the end of the Reinvestment
Period and (ii) the origination or acquisition by, or contribution to the Borrower, of a Collateral Loan where the commitment
to make such acquisition or origination was made prior to the end of the Reinvestment Period, so long as such commitment provided
for settlement in accordance with customary procedures in the relevant markets, but in any event for a settlement period no longer
than three months following the date of such commitment.


 


(b)           The
Borrower shall not at any time obtain or maintain title to any real property or obtain or maintain a controlling interest in an
entity that owns any real property.


 


(c)           The
Borrower shall not commit to acquire or originate any Collateral Loan if such acquisition or origination would be in contravention
of the terms of this Agreement, the Sale and Contribution Agreement or the Retention Letter, which shall include the satisfaction
of the Originator Requirement.


 


Section
5.10          Restriction on Fundamental Changes.


 


(a)           The
Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law
and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization;
(ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation
or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization;
(iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall
have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger
or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating
to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to
be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and
expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section
5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents.


 






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(b)           The
Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey,
lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC
formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its
business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan
Documents.


 


(c)           The
Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in
the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative
Agent’s prior written consent.


 


Section
5.11           ERISA. The Borrower shall not establish any Plan or Multiemployer Plan.


 


Section
5.12          Liens. The Borrower shall not at any time directly or indirectly create,
incur, assume or permit to exist, on any of its property, any Lien for borrowed monies or any other Lien except for Permitted
Liens.


 


Section
5.13          Business Activities. The Borrower shall not engage in any business
activity other than (i) the making, acquisition, origination, selling and maintenance of Collateral Loans and the ownership of
equity interests permitted hereby and (ii) any other activities expressly permitted by, contemplated by or reasonably ancillary
to this Agreement and the other Loan Documents (including the collateralized loan obligation transaction referred to in the Engagement
Letter).


 


Section
5.14          Fiscal Year; Fiscal Quarter. The Borrower shall not change its fiscal
year or any of its fiscal quarters, without the Administrative Agent’s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed.


 


Section
5.15          Anti-Money Laundering and Anti-Terrorism Finance Laws; Foreign Corrupt
Practices Act; Sanctions Laws. The Borrower shall not (a) engage in or conspire to engage in any transaction, conduct, or
activity that evades or avoids, or has the purpose of evading or avoiding, or otherwise violates any Anti-Terrorism Law, Anti-Corruption
Law or Sanctions, (b) cause or permit any of the funds that are used to repay the Obligations to be derived, directly or indirectly,
from any activity with the result that any party to this Agreement would be in violation of any applicable Anti-Terrorism Laws,
Anti-Corruption Laws, or Sanctions or (c) use any part of the proceeds of the Loans, directly or knowingly indirectly, for any
conduct that would cause the representations and warranties in Sections 4.22 and 4.23 to be untrue as if made on the date any
such conduct occurs.


 


Section
5.16          Indebtedness. The Borrower shall not incur or suffer to exist any Indebtedness
other than the Obligations and involuntarily incurred Contingent Obligations, which would not reasonably be expected to have a
Material Adverse Effect and which the Borrower shall use commercially reasonable efforts to promptly resolve.


 






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Section
5.17         Use of Proceeds. The Borrower shall use the proceeds of the Loans solely
(a) for the acquisition and origination of Collateral Loans during the Reinvestment Period (and after the Reinvestment Period
only for the acquisition and origination of Collateral Loans committed to during the Reinvestment Period, subject to Section 5.9),
(b) to fund Exposure Amounts, (c) to pay fees and expenses incurred with the closing and execution of this Agreement and the other
Loan Documents and/or (d) to make a Permitted Parent Distribution.


 


Section
5.18         Bankruptcy Remoteness; Separateness.


 


(a)          Limited
Purpose Entity.


 


(i)         The
Borrower at all times since its formation has been, and will continue to be, a limited liability company formed under the laws
of the state of Delaware. The Borrower at all times since its formation has been, and will continue to be, duly qualified in its
jurisdiction of formation and each other jurisdiction in which such qualification was or may be necessary for the conduct of its
business, except where the failure to be so qualified in any jurisdiction would not reasonably be expected to have a Material
Adverse Effect;


 


(ii)        the
Borrower at all times since its formation has complied, and will continue to comply, with its Constituent Documents and the laws
of the jurisdiction of its incorporation relating to companies formed with limited liability under the laws of the state of Delaware;


 


(iii)       all
customary formalities regarding the existence of the Borrower have been observed at all times since its formation and will continue
to be observed;


 


(iv)       the
Borrower has been adequately capitalized at all times since its formation and will continue to be adequately capitalized in light
of the nature of its business; and


 


(v)        the
Borrower has not any time since its formation assumed or guaranteed, and will not assume or guarantee, the liabilities of any
other Persons (other than any (A) reimbursement obligation or indemnity in favor of its officers or directors; provided
that any such reimbursement obligation or indemnity shall be subject to the Priority of Payments (B) the assumption of the obligations
in connection with the ordinary course purchase, sale or receipt as a contribution of Collateral Loans).


 


(b)          No
Bankruptcy Filing. The Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy
or insolvency laws of any jurisdiction or the liquidation of all or a major portion of its assets or property, and it has no knowledge
of any Person contemplating the filing of any such petition against it.


 






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(c)           Separate
Existence.


 


(i)         At
all times since its formation, the Borrower has accurately maintained, and will continue to accurately maintain, in all material
respects, its financial statements, accounting records and other corporate documents, as applicable, separate from those of the
Services Provider and any other Person; provided, however, that if the Borrower prepares consolidated financial
statements with any Affiliates, (y) any such consolidated financial statements shall contain a note indicating the Borrower’s
separateness from any such Affiliates and indicate its assets are not available to pay the debts of such Affiliate or any other
Person and (z) if the Borrower prepares its own separate balance sheet, such assets shall also be listed on the Borrower’s
own separate balance sheet. Subject to Section 5.27, the Borrower has not at any time since its formation commingled, and will
not commingle, its assets with those of the Services Provider or any other Person. The Borrower has at all times since its formation
accurately maintained, in all material respects, and will continue to accurately maintain in all material respects, its own bank
accounts and separate books of account.


 


(ii)        The
Borrower has at all times since its formation paid, and will continue to pay, its own liabilities from its own separate assets.


 


(iii)       The
Borrower has at all times since its formation identified itself, and will continue to identify itself, in all dealings with the
public, under its own name and as a separate and distinct entity. The Borrower has not at any time since its formation identified
itself, and will not identify itself, as being a division or a part of any other entity (other than for U.S. federal and state
tax and consolidated accounting purposes).


 


(d)           The
Borrower will comply at all times with the provisions of its Constituent Documents relating to separateness, bankruptcy remoteness
and any similar provisions.


 


Section
5.19          Amendments, Modifications and Waivers to Collateral Loans.


 


(a)           In
the performance of its obligations hereunder, the Borrower may enter into any amendment or waiver of or supplement to any Related
Contract; provided that (1) the prior written consent of the Majority Lenders to any such amendment, waiver or supplement
shall be required if (i) an Event of Default has occurred and is continuing or would result from such amendment, waiver or supplement,
(ii) such amendment, waiver or supplement, individually or together with all other such amendments, waivers and/or supplements,
would result in a Material Adverse Effect or (iii) such amendment, waiver or supplement constitutes a Specified Change; provided that (A) in the case of clauses (ii) and (iii) above, if the Borrower notifies the Administrative Agent of the proposed amendment,
waiver or supplement and the Administrative Agent (at the direction of the Majority Lenders) does not object within 15 Business
Days after written notice thereof is provided to the Administrative Agent, the proposed amendment, waiver or supplement will be
deemed to have been consented to by the Administrative Agent (at the direction of the Majority Lenders) and (B) in the case of
clause (iii) above, during the Reinvestment Period such prior written consent shall not be required if (x) the relevant Collateral
Loan after giving effect to the Specified Change would be eligible to be originated or acquired by the Borrower (without regard
to the Concentration Limitations) in accordance with the terms of this Agreement and (y) no Default shall have occurred and be
continuing; (2) the Borrower has notified S&P of any such amendment, waiver or supplement that constitutes a Specified Change,
including by way of specifying such amendment, waiver or supplement in the Collateral Report and (3) the Borrower may not enter
into any such amendment, waiver or supplement that would result in the Minimum Weighted Average Spread Test not being satisfied
(or if not satisfied at such time, being worsened) after giving effect to such amendment, waiver or supplement.


 






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(b)          Any
Collateral Loan that, as a result of any amendment, waiver or supplement thereto, ceases to qualify as a Collateral Loan, will
thereafter be deemed to be a Defaulted Loan for so long as it remains unqualified to be a Collateral Loan by the terms of this
Agreement.


 


(c)           In
the event that the Borrower enters into any amendment or waiver of or supplement to a Collateral Loan that is not consented to
by the Majority Lenders and such amendment, waiver or supplement results in the failure of the Maximum Weighted Average Life Test
(but would otherwise qualify as a Collateral Loan), such Collateral Loan will thereafter be treated as a Defaulted Loan hereunder
until such time as the Maximum Weighted Average Life Test is satisfied (provided that if, at the time of such satisfaction of
the Maximum Weighted Average Life Test, such Collateral Loan would otherwise be considered a Defaulted Loan in accordance with
the terms of this Agreement (including clause (b) above), such Collateral Loan will continue to be treated as a Defaulted Loan
hereunder until such Collateral Loan is no longer considered a Defaulted Loan in accordance with the terms of this Agreement (including
clause (b) above)).


 


Section
5.20          Hedging.


 


(a)          The
Borrower may, at any time and from time to time, enter into any Interest Hedge Agreements (subject in each case to (i) satisfaction
of the Rating Condition and (ii) unless the cost of such Interest Hedge Agreement is paid in full at the time it is executed,
the prior written consent of the Majority Lenders). The Borrower will not amend or replace any Interest Hedge Agreement unless
the Rating Condition shall have been satisfied in connection with such amendment or replacement and the Majority Lenders have
provided their prior written consent thereto. The Borrower (or the Services Provider on behalf of the Borrower) shall promptly
provide written notice of entry into, and the amendment or replacement of, any Interest Hedge Agreement to the Agents and the
Lenders. Notwithstanding anything to the contrary contained herein, the Borrower (or the Services Provider on behalf of the Borrower)
shall not enter into any Interest Hedge Agreement (A) unless it obtains written advice of counsel that (1) the written terms of
the derivative directly relate to the Collateral Loans and (2) such derivative reduces the interest rate and/or foreign exchange
risks related to the Collateral Loans and the Loans and (B) that would cause the Borrower to be considered a “commodity
pool” as defined in Section 1a(10) of the Commodity Exchange Act unless (i) the Services Provider, and no other party, including
but not limited to the Collateral Agent, the Custodian and the Administrative Agent, is registered as a “commodity pool
operator” as defined in Section 1(a)(11) of the Commodity Exchange Act and “commodity trading advisor” as defined
in Section 1(a)(12) of the Commodity Exchange Act with the CFTC or (ii) with respect to the Borrower as the commodity pool, the
Services Provider would be eligible for an exemption from registration as a commodity pool operator and commodity trading advisor
and all conditions for obtaining the exemption have been satisfied. The Services Provider agrees that for so long as the Borrower
is a commodity pool, the Services Provider will take all actions necessary to ensure ongoing compliance with, as the case may
be, either (x) the applicable exemption from registration as a commodity pool operator and/or a commodity trading advisor with
respect to the Borrower or (y) the applicable registration requirements as a commodity pool operator and/or a commodity trading
advisor with respect to the Borrower, and will in each case take any other actions required as a commodity pool operator and/or
a commodity trading advisor with respect to the Borrower.


 






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(b)          Each
Interest Hedge Agreement shall contain appropriate limited recourse and non-petition provisions equivalent (mutatis mutandis)
to those contained in Section 12.15. Each Interest Hedge Counterparty shall be required to satisfy, at the time that any Interest
Hedge Agreement to which it is a party is entered into, the then-current S&P criteria for hedge counterparties with respect
to any Interest Hedge Agreements shall be subject to the Priority of Payments specified in Section 9.1(a) and Section 6.4. Each
Interest Hedge Agreement shall contain an acknowledgement by the Interest Hedge Counterparty that the obligations of the Borrower
to the Interest Hedge Counterparty under the relevant Interest Hedge Agreement shall be payable in accordance with the Priority
of Payments specified in Section 9.1(a) and Section 6.4 and the Borrower shall use its commercially reasonable efforts to provide
that it may not be terminated due to the occurrence of an Event of Default until liquidation of the Collateral has commenced.


 


Section
5.21          Title Covenants. The Borrower covenants that at no time shall it:


 


(a)           create,
permit or suffer to be created any Lien or security interest in the Collateral other than Permitted Liens; or


 


(b)           except
as otherwise expressly permitted herein sell, transfer, assign, deliver or otherwise dispose of any Collateral or any interest
therein.


 


The
Borrower further covenants and agrees to defend the Collateral against the claims and demands of all other parties to the extent
necessary to preserve the first-priority security interest of the Collateral Agent in the Collateral (subject to Permitted Liens).


 


Section
5.22          Further Assurances.


 


(a)           The
Borrower shall at its sole expense file, record, make, execute and deliver all such notices, instruments, statements and other
documents, and take such acts, as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request
from time to time to register in the name of the Collateral Agent or its nominee, and to perfect, preserve or otherwise protect
the security interest of the Collateral Agent, for the benefit of the Secured Parties in, the Collateral or any part thereof,
or to give effect to the rights, powers and remedies of the Collateral Agent hereunder, including but not limited to execution
and delivery of financing statements. The Borrower shall be obligated to perform its obligations under this Agreement notwithstanding
the ability of the Collateral Agent to take such actions pursuant to the provisions of Section 5.24.


 


(b)           Not
earlier than three months and not later than one month prior to each one-year anniversary of the date of filing of the UCC-1 financing
statement referred to in Section 8.7, unless the Obligations have been paid in full, the Borrower shall furnish to the Collateral
Agent an opinion of counsel to the effect that, in the opinion of such counsel, as of the date of such opinion, the lien and security
interest created by this Agreement with respect to the Collateral remains a valid and perfected first priority lien in favor of
the Collateral Agent for the benefit of the Secured Parties, which opinion may contain usual and customary assumptions, limitations
and exceptions.


 






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Section
5.23          Costs of Transfer Taxes and Expenses.


 


(a)           The
Borrower shall pay or cause to be paid all transfer Taxes and other costs incurred in connection with all transfers of Collateral.
For the avoidance of doubt, any amounts paid pursuant to this Section 5.23(a) shall not be indemnifiable pursuant to Section 11.4.


 


(b)           Without
duplication of any other provision of this Agreement, the Borrower agrees to pay the Collateral Agent the reasonable and documented
out-of-pocket costs and expenses, including but not limited to reasonable and documented attorneys’ fees and other charges,
incurred by the Collateral Agent in connection with making collections on any Collateral.


 


Section
5.24          Collateral Agent May Perform.


 


(a)           If
the Borrower fails to perform any agreement contained herein to be performed by it, the Collateral Agent may, upon the written
instructions of the Administrative Agent or the Majority Lenders, itself file, record, make, execute and deliver all such notices,
instruments, statements and other documents, and take such acts, as the Majority Lenders may determine to be necessary or desirable
from time to time to perfect, preserve or otherwise protect the security interest of the Collateral Agent, for the benefit of
itself and the Secured Parties and otherwise perform, or cause performance of, any other such actions as the Majority Lenders
shall determine is necessary or desirable, and the reasonable fees and out-of-pocket expenses of the Collateral Agent and Lenders
incurred in connection therewith shall be payable by the Borrower and shall be part of the Obligations.


 


(b)           The
powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the
Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any
Collateral or responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of
such matters, or (ii) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any
Collateral.


 


Section
5.25          Notice of Name Change. The Borrower shall give the Agents and S&P
not less than 30 days’ notice of any change of its name and not less than 30 days’ notice of any change of its principal
place of business and will take all steps necessary to preserve the first priority perfected security interest of the Collateral
Agent in the Collateral. The Borrower shall not change its type of organization, jurisdiction of organization or other legal structure
without the prior written consent of the Administrative Agent.


 






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Section
5.26          Delivery of Related Contracts. The Borrower (or the Services Provider
on behalf of the Borrower) shall deliver copies of all Related Contracts in its possession to the Document Custodian within five
Business Days of the Borrower’s acquisition or origination of the related Collateral Loan.


 


Section
5.27          Delivery of Proceeds. In the event that the Borrower receives any payments
in respect of or other proceeds of Collateral Loans or other Collateral or any capital contribution, the Borrower shall pay such
payments or other proceeds to the Collateral Agent promptly and, in no event, later than two Business Days after the Borrower’s
receipt thereof.


 


Section
5.28          Performance of Obligations. The Borrower shall timely and fully comply
with and perform in all material respects its obligations under the Collateral Loans and other Collateral in accordance with the
terms thereof.


 


Section
5.29          Limitation on Dividends. The Borrower will not declare or make any
direct or indirect distribution, dividend or other payment to any person on account of any Equity Interests in, or ownership of
any similar interests or securities of the Borrower, except for Permitted Distributions or Permitted Parent Distributions.


 


Section
5.30          Renewal of Credit Estimates. For each Collateral Loan with a credit
estimate provided by a Rating Agency, the Borrower shall submit such Required S&P Credit Estimate Information as is required
by such Rating Agency to renew such credit estimate within the 12 month period following receipt of the most recent credit estimate
provided by such Rating Agency for such Collateral Loan.


 


Section
5.31          Annual Rating Review. On or before the anniversary date of the Closing
Date in each calendar year, or the last Business Day immediately preceding such date if such date is not a Business Day, the Borrower
shall pay for the ongoing monitoring of the rating of the Loans by S&P. The Borrower shall promptly notify the Agents, the
Services Provider and the Lenders in writing if at any time the rating of the Loans has been, or to the knowledge of a Senior
Authorized Officer will be, changed or withdrawn, or the rating outlook on the Loans has been, or to the knowledge of a Senior
Authorized Officer will be, changed.


 


Section
5.32          Amendment to Loan Documents. The Borrower shall not amend any of the
Loan Documents except pursuant to the applicable terms thereof and Section 12.5 of this Agreement.


 


Section
5.33          Transactions With Affiliates. Except as may be otherwise required or
permitted by the Sale and Contribution Agreement, the Borrower shall not sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates unless (i) the terms and conditions of any such transaction are no less favorable to the Borrower than the terms
it would obtain in a comparable, timely transaction with a non-Affiliate, (ii) such transaction is effected in accordance with
all Applicable Law, (iii) such transaction is conducted in an arm’s length transaction in the ordinary course of business
and (iv) in the case of the sale of any Collateral Loan, the sale price is not less than the Market Value with respect to such
Collateral Loan (provided that Market Value shall not be determined pursuant to clause (d) or (e) of the definition thereof).
The Borrower shall ensure that all purchases of Collateral Loans from any Affiliate of the Borrower will be pursuant to and in
accordance with the Sale and Contribution Agreement. This Section 5.33 shall not require the Seller or any Affiliate of the Borrower
to purchase from the Borrower or sell or otherwise transfer to the Borrower any property or assets except as provided by the Sale
and Contribution Agreement.


 






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Section
5.34          Reports by Independent Accountants.


 


(a)           On
or after the Closing Date, the Borrower (or the Services Provider on behalf of the Borrower) shall select one or more nationally
recognized firms of independent certified public accountants for purposes of performing agreed-upon procedures required by this
Agreement, which may be the firm of independent certified public accountants that performs accounting services for the Borrower
or the Services Provider. The Borrower may remove any firm of independent certified public accountants at any time. Upon any resignation
by such firm or removal of such firm by the Borrower, the Borrower (or the Services Provider on behalf of the Borrower) shall
promptly appoint a successor thereto that shall also be a nationally recognized firm of independent certified public accountants,
which may be a firm of independent certified public accountants that performs accounting services for the Borrower or the Services
Provider. If the Borrower shall fail to appoint a successor to a firm of independent certified public accountants which has resigned
or has been removed within 30 days after such resignation or removal (as applicable), the Borrower shall promptly notify the Agents
and the Services Provider of such failure in writing. If the Borrower shall not have appointed a successor within ten days thereafter,
the Services Provider shall appoint a successor firm of independent certified public accountants of nationally recognized reputation.
The fees of such firm of independent certified public accountants and its successor shall be payable by the Borrower as Administrative
Expenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Collateral
Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, the Borrower hereby directs the Collateral
Agent to so agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar
import requested by such accountants, which may include among other things, (i) acknowledgement that the Borrower has agreed that
the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral
Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations
of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided
to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent
will deliver such letters of agreement and similar documents in conclusive reliance on the foregoing direction of the Borrower.
The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make any inquiry or investigation
as to, and shall have no obligation, liability or responsibility in respect of, the terms of any engagement of any such firm,
or the validity or correctness of such procedures or content of such letter (including without limitation with respect to the
sufficiency thereof for any purpose), any report or instruction (or other information or documents) prepared or delivered by any
such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement
in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees
or expenses incurred by the Collateral Agent in connection with this Section 5.34(a) shall be payable by the Borrower as Administrative
Expenses in accordance with the Priority of Payments and the terms of this Agreement.


 






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(b)           On
or before the date that is 120 days following the end of each fiscal year of the Borrower, or the last Business Day immediately
preceding such date if such date is not a Business Day, commencing in 2021, the Borrower shall cause to be delivered to the Collateral
Agent an agreed-upon procedures report from a firm of independent certified public accountants appointed pursuant to clause (a)
above for each Payment Date Report occurring in January and July of the prior calendar year (i) indicating that the calculations
within those Payment Date Reports have been recalculated and compared to the information provided by the Borrower in accordance
with the applicable provisions of this Agreement and (ii) listing the Aggregate Principal Balance of the Collateral Loans securing
the Loans as of the immediately preceding Measurement Dates; provided that in the event of a conflict between such firm
of independent certified public accountants and the Borrower with respect to any matter in this Section 5.34, the determination
by such firm of independent public accountants shall be conclusive; provided further that, if there is any inconsistency
between the calculations of the Borrower and the calculations of the firm of independent certified public accountants, the Borrower
shall promptly notify the Agents and the Lenders and describe such inconsistency in reasonable detail. Notwithstanding anything
to the contrary herein, if the Custodian, Administrative Agent, the Collateral Administrator or Collateral Agent fail within 75
days following the end of each fiscal year of the Borrower to execute any documentation required by the independent certified
public accountants selected by the Borrower prior to the delivery of any report contemplated by this Section 5.34(b), then the
Borrower shall have no obligation to furnish any report covering such fiscal year pursuant to this Section 5.34(b).


 


Section
5.35         Tax Matters as to the Borrower.


 


(a)           The
Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes and will take no
contrary position unless otherwise required by an applicable taxing authority.


 


(b)           The
Borrower shall at all times ensure that it is treated, for U.S. federal income tax purposes, either as (i) an entity disregarded
as separate from a sole owner, or (ii) a partnership (other than a publicly traded partnership taxable as a corporation).


 


(c)           The
Borrower will deliver or cause to be delivered an IRS Form W-8IMY (with all required attachments) of the Borrower (if the Borrower
is treated as a partnership for U.S. federal income tax purposes) or an IRS Form W-9 or the applicable Form W-8, in each case,
from its sole owner (if the Borrower is treated as an entity disregarded as separate from its sole owner for U.S. federal income
tax purposes), or successor applicable form to each issuer, counterparty, paying agent, as necessary to permit the Borrower to
receive payments without U.S. withholding tax.


 


(d)           Each
of the parties hereto shall provide to the Borrower, upon reasonable request, all reasonably available information relating only
to such party itself that is in the possession of such party, in its respective capacity hereunder, that is specifically requested
by the Borrower and that is necessary or advisable in order for the Borrower to achieve Tax Account Reporting Rules Compliance.


 






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(e)           In
connection with an audit conducted by the U.S. Internal Revenue Service under the Partnership Audit Rules, the Borrower agrees
to use commercially reasonable efforts (taking into account the ability of the Borrower to effectively contest the audit and the
overall Taxes imposed on Borrower or its direct or indirect owners), which may include following procedures under Section 6225
of the Code to reduce any “imputed underpayment” (as defined in Section 6225(b) of the Code) or applying the alternative
method provided by Section 6226 of the Code, to reduce liabilities of the Borrower for Taxes (except to the extent any such Taxes
are subject to reimbursement by the Borrower’s direct or indirect owners).


 


(f)            Subject
to satisfaction of the Eligibility Criteria, no more than 50% of the debt obligations or interests therein (in each case as determined
for U.S. federal income tax purposes) held by the Borrower may at any time consist of real estate mortgages (or interests therein)
as determined for purposes of Section 7701(i) of the Code, unless the Borrower receives an opinion of nationally recognized tax
counsel experienced in such matters to the effect that the ownership of such debt obligations will not cause the Borrower to be
treated as a taxable mortgage pool for U.S. federal income tax purposes.


 


Section
5.36          Retention Letter. The Borrower shall (i) procure the Retention Provider
not to amend, supplement, modify, repudiate or waive any provision, of any Retention Letter without the prior written consent
of the Administrative Agent and (ii) procure that the Retention Provider has not changed and will not change the manner in which
it retains the Retained Interest (as defined in the Retention Letter), except to the extent permitted by the EU Risk Retention
Requirements and with the prior written consent of the Administrative Agent.


 


Section
5.37          Pool Concentrations. During the Reinvestment Period the Borrower shall
use commercially reasonable efforts to ensure that the pool of Collateral contains Collateral Loans of no less than 20 different
Obligors.


 


Section
5.38          Beneficial Ownership Certification. The Borrower agrees to notify the
Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in
a change to the list of beneficial owners identified in parts (c) or (d) of such certification.


 


Section
5.39          Changes to Certain Concentration Limitations.


 


(a)           The
Services Provider, on behalf of the Borrower, may, by written notice to the Administrative Agent and the Collateral Agent, elect
to change the Concentration Limitation with respect to either or both of the CCC Collateral Loans and Discount Loans to either
of the two options as set forth in such definition with respect to such loans at any time. The initial elections as of the Closing
Date are 20% for CCC Collateral Loans and 15.0% for Discount Loans (each, an “Initial Election”). Upon subsequent
elections to increase the Concentration Limitation with respect to either or both of the CCC Collateral Loans and Discount Loans
to either of the two options as set forth in such definition, a Senior Advance Rate Trigger Event shall automatically occur and
be deemed continuing until such time as the Services Provider, on behalf of the Borrower, by written notice to the Administrative
Agent and the Collateral Agent, elects (in its sole discretion) to reduce the Concentration Limitation with respect to the CCC
Collateral Loans and/or the Discount Loans, as applicable, to the Initial Elections.


 






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(b)          In
connection with any such election to increase or reduce either or both of such Concentration Limitations, such increase or reduction
shall become effective only if the following conditions are satisfied, as certified by the Services Provider to the Administrative
Agent and the Collateral Agent: (i) each of the Senior Advance Rate Test and each Coverage Test is satisfied on a pro forma basis
giving effect to such election and (ii) no Default has occurred and is continuing. For the avoidance of doubt, in the case of
an increase or reduction in respect of the Concentration Limitation relating to CCC Collateral Loans, the percentage in the definition
of “CCC Excess” shall automatically change to reflect the corresponding Concentration Limitation then elected. Each
change in connection with any such election shall become effective on the Business Day following receipt by the Administrative
Agent and the Collateral Agent of such certification.


 


ARTICLE
VI 



EVENTS OF DEFAULT


 


Section
6.1            Events of Default. The term “Event of Default” shall mean
any of the events set forth in this Section 6.1:


 


(a)           a
default in the payment, when due and payable, of any interest, fees, costs, expenses, indemnities or other amounts (other than
principal) due on any Loan or any related obligations in respect thereof and the continuation of such default for five Business
Days after the date such amounts become due and payable if such date is provided in this Agreement or the applicable Loan Document
(or, if no such date is provided or such amount is not fixed, five Business Days after notice shall have been given to the Borrower
by the Majority Lenders, the intended recipient of such amounts or the Administrative Agent, specifying such amount that has become
due and payable); provided that in the case of a failure to pay due to an administrative error or omission by the Collateral
Agent, such failure continues for five Business Days after the Collateral Agent receives written notice or has actual knowledge
of such administrative error or omission and has provided notice of such failure to the Borrower;


 


(b)           a
default in the payment of any principal due on any Loans when such principal becomes due and payable; provided that in
the case of a failure to pay due to an administrative error or omission by the Collateral Agent, such failure continues for five
Business Days after the Collateral Agent receives written notice or has actual knowledge of such administrative error or omission
and has provided notice of such failure to the Borrower;


 


(c)           the
failure on any Quarterly Payment Date to disburse amounts available in the Payment Account or Collection Account in accordance
with the Priority of Payments and continuation of such failure for a period of five Business Days or, in the case of a failure
to disburse due to an administrative error or omission by any Agent, such failure continues for five Business Days after such
Agent receives written notice or has actual knowledge of such administrative error or omission and has provided notice of such
failure to the Borrower;


 






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(d)           the
Borrower or the pool of Collateral becomes an investment company required to be registered under the Investment Company Act;


 


(e)           the
occurrence of any one or more of the following:


 


(i)         failure
of any representation or warranty in Section 4.9 or 4.12 to be correct in all material respects when made, or default in the performance,
or breach, of any covenant contained in Section 5.1(e)(i), 5.9 (excluding, on two occasions, in the case of clauses 5.9(a) and
(c), a default or breach resulting from a good faith error so long as such default or breach is cured within three Business Days),
5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.18(a)(v), 5.19(a)(1)(i) or 5.19(a)(1)(iii) (provided that a default or breach
under clauses 5.19(a)(1)(i) or (iii) will not be an Event of Default if, treating the applicable Collateral Loan as a Defaulted
Loan, the Borrower would be in compliance with the Collateral Quality Tests and the Coverage Tests);


 


(ii)        a
default in the performance, or breach, of any covenant contained in Section 5.1(e)(ii), 5.1(e)(iii), 5.18(a)(i), (ii) or (iii)
or 5.19(a)(1)(ii) (provided that a default or breach under clause 5.19(a)(1)(ii) will not be an Event of Default if, treating
the applicable Collateral Loan as a Defaulted Loan, the Borrower would be in compliance with the Collateral Quality Tests and
the Coverage Tests) and such default continues for a period of five Business Days after the earlier to occur of (x) the date on
which written notice of such default requiring the same to be remedied shall have been given to the Borrower and (y) a Senior
Authorized Officer of the Borrower has actual knowledge of such default;


 


(iii)       a
default in the performance, or breach, of any covenant contained in Section 5.18(c) and the Administrative Agent determines based
on the advice of counsel that such default would impair the ability of a nationally recognized firm to provide a non-consolidation
opinion with respect thereto;


 


(iv)       failure
of the representation or warranty in Section 4.4 to be correct in all material respects when made with respect to the Borrower’s
obligations under one or more Collateral Loans or other items of Collateral and there has occurred or there would reasonably be
expected to occur a material adverse effect on the rights, interests or remedies of the Agents or the Lenders under any of the
Loan Documents; or


 


(v)        (x)
a default in the performance, or breach, of any other covenant, warranty or other agreement of the Borrower or the Services Provider
under this Agreement or any other Loan Document in any material respect or (y) the failure of any representation or warranty of
the Borrower or the Services Provider made in this Agreement, any other Loan Document or in any related certificate or other writing
delivered pursuant hereto or thereto or in connection herewith or therewith to be correct when made and such failure would reasonably
be expected to have a Material Adverse Effect (other than a covenant, representation, warranty or other agreement or a portion
thereof a default in the performance or breach or failure of which is otherwise specifically dealt with in this Section 6.1, it
being understood, without limiting the generality of the foregoing, that any failure to meet any Concentration Limitation, Collateral
Quality Test or Coverage Test (except as provided in clause (h) below) is not an Event of Default), and such default, breach or
failure either (A) is not susceptible of cure or (B) continues for a period of 30 days following the notice to the Borrower or
the date on which a Senior Authorized Officer of the Borrower obtains actual knowledge of such default;


 






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(f)           the
entry of a decree or order by a court of competent jurisdiction (i) adjudging the Borrower as bankrupt or insolvent, (ii) approving
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under
the Bankruptcy Code or any other applicable law, (iii) appointing a receiver, liquidator, assignee, or sequestrator (or other
similar official) of the Borrower or of any substantial part of its respective properties or (iv) ordering the winding up or liquidation
of the affairs of the Borrower, respectively, and the continuance of any such decree or order is unstayed and in effect for a
period of 60 consecutive days;


 


(g)           the
institution by the Borrower of proceedings for the Borrower to be adjudicated as bankrupt or insolvent, or the consent by the
Borrower to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Borrower of a petition or
answer or consent seeking reorganization or relief under the Bankruptcy Laws or any other similar applicable law, or the consent
by the Borrower to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator
(or other similar official) of the Borrower of any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or
the taking of any action by the Borrower in furtherance of any such action;


 


(h)           the
Overcollateralization Ratio is less than (i) 125% as of any two consecutive Calculation Dates and remains so for five Business
Days after the Quarterly Payment Date immediately following the second such Calculation Date or (ii) 115% as of any Calculation
Date, and in each case, remains so for five Business Days after the Quarterly Payment Date immediately following such Calculation
Date;


 


(i)            any
Lien on any portion (other than a de minimis portion) of the Collateral created pursuant to the Loan Documents shall, at
any time after delivery of the respective Loan Documents, cease to be fully valid and perfected as a first priority Lien subject
only to Permitted Liens;


 


(j)            any
of the Loan Documents ceases to be in full force and effect, other than in accordance with its terms;


 


(k)           one
or more judgments or decrees shall be entered against the Borrower involving in the aggregate a liability of $1,000,000 or more,
in excess of the amounts paid or fully covered by insurance and the same shall not have been vacated, satisfied, undischarged,
stayed or bonded pending appeal within 30 days from the entry thereof;


 






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(l)            the
occurrence of an act by the Services Provider or a senior officer of the Services Provider having responsibility for the performance
by the Borrower of its obligations under the Loan Documents or the performance by the Services Provider of its obligations under
the Corporate Services Agreement that constitutes fraud in the performance of its investment management obligations under this
Agreement or the Corporate Services Agreement or that results in a felony criminal indictment; or


 


(m)          the
occurrence of a Change in Control.


 


Upon
the occurrence of an Event of Default, the Borrower shall promptly notify the Agents, the Services Provider, the Lenders and S&P
in writing (which notice shall refer to this Agreement and state that such notice is a notice of an Event of Default).


 


Section
6.2           Remedies. If an Event of Default shall have occurred and be continuing,
the Majority Lenders or the Administrative Agent (acting at the direction of the Majority Lenders) may exercise (or direct the
Collateral Agent in the exercise of) the rights, privileges and remedies set forth in this Section 6.2.


 


(a)           Upon
the occurrence and during the continuance of any Event of Default, each of the following actions shall require the prior written
approval by the Majority Lenders, whether or not approved by the Borrower’s board of directors or other persons performing
similar functions: (i) issuance of any commitment to make, and the acquisition or origination (other than pursuant to commitments
then in effect) of, any Collateral Loan or other loan or security constituting any Collateral or any interest therein, (ii) any
amendment, modification, or waiver of, or any consent to departure from, any term or provision of any Collateral Loan or other
loan or security constituting any Collateral, (iii) any release of any collateral for, or guarantor of or other credit support
provider for, any Collateral Loan or other loan or security constituting any Collateral, except upon payment in full of such Collateral
Loan or other loan or security or any subordination or limitation of recourse with respect thereto and except as otherwise required
pursuant to the terms of the Related Contracts, (iv) any sale, purchase, assignment or participation in respect of any Collateral
Loan or other loan or security constituting any Collateral (other than pursuant to commitments then in effect or in the case of
a sale or assignment upon payment in full of such Collateral Loan or other loan or security), (v) any determination to exercise,
or not to exercise, remedies in respect of a Collateral Loan or other loan or security constituting any Collateral following a
default or event of default thereunder and (vi) any other action or decision not to act which impairs or could be reasonably likely
to impair the value of any Collateral Loan or other loan or security constituting any Collateral, or to extend or increase the
Borrower’s obligations with respect thereto or to interfere with the exercise of rights or remedies with respect to any
Collateral Loan or other loan or security constituting any Collateral.


 






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(b)           Upon
the occurrence and during the continuance of any Event of Default, in addition to all rights and remedies specified in this Agreement
and the other Loan Documents, including Section 6.3, and the rights and remedies of a secured party under Applicable Law, including
the UCC, the Administrative Agent or the Majority Lenders, by notice to the Borrower, may (i) declare the Commitments to be terminated
forthwith, whereupon the Commitments shall forthwith terminate or (ii) declare the principal of and the accrued interest on the
Loans and all other amounts whatsoever payable by the Borrower hereunder (including any amounts payable under Section 2.8) to
be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest
or other formalities of any kind, all of which are hereby waived by the Borrower (an “Enforcement Event”);
provided that (x) upon the occurrence of any Event of Default described in clause (f) or (g) of Section 6.1, the Loans
and all such other amounts shall automatically become due and payable, without any further action by any party and (y) upon the
occurrence of any Event of Default described in clause (l) or (m) of Section 6.1, the consent of the Supermajority Lenders shall
be required for an Enforcement Event.


 


(c)           Upon
the occurrence and during the continuance of an Event of Default, the Majority Lenders or the Collateral Agent (acting at the
direction of the Administrative Agent or the Majority Lenders), will have the right to take any other remedies set forth in Section
6.3(b) below or other remedies permitted by law.


 


Section
6.3            Additional Collateral Provisions.


 


(a)           Release
of Security Interest. If and only if all Obligations under the Loans have been paid in full and all Commitments have been
terminated, the Secured Parties shall, at the expense of the Borrower, promptly execute, deliver and file or authorize for filing
such instruments as the Borrower shall reasonably request in order to reassign, release or terminate the Secured Parties’
security interest in the Collateral. The Secured Parties acknowledge and agree that upon the sale, substitution or disposition
of any Collateral by the Borrower in compliance with the terms and conditions of this Agreement, on the date of any such sale,
substitution or other disposition, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further
action be deemed to and hereby does terminate and release the Secured Parties’ security interest in such Collateral and
the Secured Parties shall, at the expense of the Borrower, execute, deliver and file or authorize for filing such instrument as
the Borrower shall reasonably request to reflect or evidence such termination. Any and all actions under this Article VI in respect
of the Collateral shall be without any recourse to, or representation or warranty by any Secured Party and shall be at the sole
cost and expense of the Borrower.


 


(b)          Additional
Rights and Remedies. The Collateral Agent (for itself and on behalf of the other Secured Parties), acting at the direction
of the Majority Lenders, shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law.
Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designees shall, at the direction
of the Majority Lenders, to the extent permitted by Applicable Law (including the UCC) and notwithstanding anything in the Loan
Documents to the contrary, (i) instruct the Borrower to deliver any or all of the Collateral, the Related Contracts and any other
documents relating to the Collateral to the Collateral Agent or its designees and otherwise give all instructions for the Borrower
regarding the Collateral; (ii) if the Loans have been accelerated in accordance with this Agreement, sell or otherwise dispose
of the Collateral, all without judicial process or proceedings; (iii) take control of the proceeds of any such Collateral; (iv)
subject to the provisions of the applicable Related Contracts, exercise any consensual or voting rights in respect of the Collateral;
(v) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Collateral; (vi)
enforce the Borrower’s rights and remedies with respect to the Collateral; (vii) institute and prosecute legal and equitable
proceedings to enforce collection of, or realize upon, any of the Collateral; (viii) require that the Borrower immediately take
all actions necessary to cause the liquidation of the Collateral in order to pay all amounts due and payable in respect of the
Obligations, in accordance with the terms of the Related Contracts; (ix) redeem or withdraw or cause the Borrower to redeem or
withdraw any asset of the Borrower to pay amounts due and payable in respect of the Obligations; (x) subject to Section 12.16,
make copies of or, if necessary, remove from the Borrower’s and its agents’ place of business all books, records and
documents relating to the Collateral; and (xi) endorse the name of the Borrower upon any items of payment relating to the Collateral
or upon any proof of claim in bankruptcy against an account debtor. The Collateral Agent shall provide written notice of any liquidation
of the Collateral to S&P.


 






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The
Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right
or remedy available to it under this Agreement unless and until (and to the extent) at the express direction of the Majority Lenders;
provided that the Collateral Agent shall not be required to take any such action at the direction of the Majority Lenders,
any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Agent, (x) shall
be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Agent
to liability hereunder (unless it has been provided with an indemnity agreement (including the indemnity provisions contained
herein and in the other Loan Documents) which it reasonably deems to be satisfactory with respect thereto).


 


The
Borrower hereby agrees that, upon the occurrence and during the continuance of an Event of Default, at the reasonable request
of the Collateral Agent (acting at the direction of the Majority Lenders or acting directly or through the Administrative Agent)
or the Majority Lenders, it shall execute all documents and agreements which are necessary or appropriate to have the Collateral
assigned to the Collateral Agent or its designee. For purposes of taking the actions described in clauses (i) through (xi) of
this Section 6.3(b) the Borrower hereby irrevocably appoints the Collateral Agent as its attorney-in-fact (which appointment being
coupled with an interest and is irrevocable while any of the Obligations remain unpaid and which can be exercised only if such
Event of Default is continuing), with power of substitution, in the name of the Collateral Agent or in the name of the Borrower
or otherwise, for the use and benefit of the Collateral Agent, for the benefit of the Secured Parties, but at the cost and expense
of the Borrower and, except as permitted by Applicable Law, without notice to the Borrower.


 


All
documented sums paid or advanced by the Collateral Agent in connection with the foregoing and all documented out-of-pocket costs
and expenses (including reasonable and documented attorneys’ fees and expenses) incurred in connection therewith, together
with interest thereon at the Post-Default Rate for the Loans from the date of demand of repayment by the Collateral Agent until
repaid in full, shall be paid by the Borrower to the Collateral Agent from time to time on demand in accordance with the Priority
of Payments and shall constitute and become a part of the Obligations secured hereby.


 


Without
the prior written consent of the Majority Lenders, credit bidding by any Lender (or any other Person) in connection with any foreclosure
sale hereunder shall not be permitted.


 






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Notwithstanding
any other provision of this Article VI, in connection with the sale of the Collateral following an acceleration of the Obligations,
the Services Provider (or any of its Affiliates) shall have the right (which right, for avoidance of doubt, shall be irrevocably
forfeited if not exercised within the specified timeframe) to bid to purchase all of the Collateral Loans in the Collateral within
five Business Days of its receipt of notice of such acceleration. If such bid is for an amount at least equal to all unpaid Obligations
(other than unasserted Contingent Obligations) the Administrative Agent shall accept such bid. The Administrative Agent may, at
the direction of the Majority Lenders, accept a lower bid. If the Administrative Agent accepts such bid, the Services Provider
(or any of its Affiliates) shall have the right (which right, for the avoidance of doubt, shall be irrevocably forfeited if not
exercised within the specified timeframe) to purchase all or any portion of the Collateral Loans in the Collateral by paying to
the Collateral Agent in immediately available funds an amount equal to the agreed-upon bid price (which bid price shall not be
less than the outstanding Obligations and, without duplication, all unpaid Administrative Expenses); provided that such purchase
shall settle within 15 days of the date such notice of bid by Services Provider is received, otherwise such purchase shall not
be permitted. Notwithstanding the foregoing purchase rights, if the Collateral Agent or the Majority Lenders, propose to sell
the Collateral or any part thereof in one or more parcels at a public or private sale, the Services Provider (or any of its Affiliates)
and the Lenders shall have the right to offer bids to acquire all or any portion of the Collateral sold at such sale. To the extent
the Administrative Agent (at the direction of the Majority Lenders) elects to sell any or all Collateral Loans at such public
or private sale, such Collateral Loans or any parcel thereof shall be sold to the party offering the highest bid in immediately
available funds (or as otherwise directed by the Administrative Agent).


 


(c)           Remedies
Cumulative. Each right, power, and remedy of the Agents and the other Secured Parties, or any of them, as provided for in
this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise shall
be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or
in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning
of the exercise by the Agents or any other Secured Party of any one or more of such rights, powers, or remedies shall not preclude
the simultaneous or later exercise by such Persons of any or all such other rights, powers, or remedies.


 


(d)           Related
Contracts.


 


(i)         The
Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related Contracts, after the occurrence
and during the continuance of an Event of Default, it shall (x) upon the written request of the Administrative Agent or the Collateral
Agent, promptly forward to such Agent all information and notices which it receives under or in connection with the Related Contracts
relating to the Collateral, subject to applicable confidentiality requirements, and (y) upon the written request of the Administrative
Agent or the Collateral Agent, act and refrain from acting in respect of any request, act, decision or vote under or in connection
with the Related Contracts relating to the Collateral only in accordance with the direction of such Agent; provided that if the
Borrower receives conflicting requests pursuant to this subclause (y), it shall follow whichever request is evidenced to be derived
from the direction of the Majority Lenders.


 






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(ii)        The
Borrower agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Contracts relating
to the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent following
the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the same to
the Collateral Agent or its designee.


 


(e)           Borrower
Remains Liable.


 


(i)         Notwithstanding
anything herein to the contrary, (x) the Borrower shall remain liable under the contracts and agreements included in and relating
to the Collateral (including the Related Contracts) to the extent set forth therein, and shall perform all of its duties and obligations
under such contracts and agreements to the same extent as if this Agreement had not been executed and (y) the exercise by any
Secured Party of any of its rights hereunder shall not release the Borrower from any of its duties or obligations under any such
contracts or agreements included in the Collateral.


 


(ii)        No
obligation or liability of the Borrower is intended to be assumed by either Agent or any other Secured Party under or as a result
of this Agreement or the other Loan Documents, and the transactions contemplated hereby and thereby, including under any Related
Contract or any other agreement or document that relates to Collateral and, to the maximum extent permitted under provisions of
law, the Agents and the other Secured Parties expressly disclaim any such assumption.


 


(f)           Protection
of Collateral. The Borrower, or the Services Provider on behalf of and at the expense of the Borrower, shall from time to
time execute and deliver all such supplements and amendments hereto and file or authorize the filing of all such UCC-1 financing
statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action
as may be necessary or advisable or desirable to secure the rights and remedies of the Lenders hereunder and to:


 


(i)         grant
security more effectively on all or any portion of the Collateral;


 


(ii)        maintain,
preserve and perfect any grant of security made or to be made by this Agreement including, without limitation, the first priority
nature (subject to Permitted Liens) of the lien or carry out more effectively the purposes hereof;


 


(iii)       perfect,
publish notice of or protect the validity of any grant made or to be made by this Agreement (including, without limitation, any
and all actions necessary or desirable as a result of changes in law or regulations);


 






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(iv)       enforce
any of the Collateral or other instruments or property included in the Collateral;


 


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


 


(vi)      pay
or cause to be paid any and all material Taxes levied or assessed upon all or any part of the Collateral, except to the extent
such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor.


 


The
Borrower hereby authorizes the Collateral Agent as its agent and attorney in fact to prepare and file any UCC-1 financing statement
(which may describe the collateral as “all assets”), continuation statement and all other instruments, and take all
other actions, required pursuant to this Section 6.3. Such authorization shall not impose upon the Collateral Agent, or release
or diminish, the Borrower’s obligations under this Section 6.3. The Borrower further authorizes the Administrative Agent’s
United States counsel to file any UCC-1 or UCC-3 financing statements that may be required by the Agents in connection with this
Agreement and the transactions contemplated hereby.


 


Section
6.4           Application of Proceeds. Unless and until the Majority Lenders have
exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect
of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received
after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations
in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders):


 


(a)           first,
to the payment of taxes, registration and filing fees then due and owing by the Borrower; second, to the payment to the
Collateral Agent for all due and unpaid Collateral Agent Fees, all other Administrative Expenses owing to the Collateral Agent
and all amounts owing and payable hereunder, or under any other Loan Documents, to the Collateral Administrator, the Custodian,
the Securities Intermediary and the Document Custodian (including, in each case, without limitation, indemnity payments); and
third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative
Expenses owing to the Administrative Agent (including, without limitation, indemnity payments);


 


(b)          
to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in
the definition of “Administrative Expenses”;


 


(c)           to
the payment of all other amounts due to the Agents hereunder;


 


(d)          to
the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early
termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event
thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party
or the defaulting party);


 






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(e)           to
the payment to the Services Provider of all due and unpaid Senior Services Fees in an amount not to exceed the accrued Senior
Services Fees for one Due Period;


 


(f)           first,
to the payment to the Lenders hereunder on a pro rata basis of all amounts due which constitute principal, interest and
Commitment Fees (excluding the additional two percent of interest payable at the Post-Default Rate); second, to the payment
to the Lenders hereunder on a pro rata basis of all interest payable at the Post-Default Rate (to the extent not paid in
clause “first” above); and third all amounts due to the Lenders which constitute Increased Costs and
all other amounts on and in respect of all Loans;


 


(g)          to
the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under
clause (d) above;


 


(h)          to
the payment of all amounts due to the Services Provider for any due and unpaid Subordinated Services Fees; and


 


(i)           to
the Borrower or for payment as directed by the Borrower, including to make a distribution to the Parent.


 


If
on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing
clauses (a) through (i) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such
payments will be applied in the order and according to the priority set forth in clauses (a) through (i) above and (except as
provided in subclauses “first”, “second” and “third” of clause (a) above and subclauses “first”
and “second” and “third” of clause (f) above) ratably in accordance with the respective amounts owing
under any such clause to the extent funds are available therefor.


 


Section
6.5           Capital Contributions. Upon prior written notice to the Borrower, the
Administrative Agent, the Services Provider and the Collateral Agent, any equityholders of the Borrower may, but shall have no
obligation to, at any time or from time to time make a capital contribution in Cash or Eligible Investments or an assignment and
contribution of a Collateral Loan (valued at such Collateral Loan’s Principal Collateralization Amount) to the Borrower
for the purpose of (a) curing any Event of Default (but no such contribution shall cure any Event of Default without the consent
of the Majority Lenders), (b) enabling the acquisition or sale of any Collateral Loan, (c) satisfying any Eligibility Criteria,
Coverage Test, Senior Advance Rate Test or Collateral Quality Test, (d) paying fees and expenses incurred in connection with the
structuring, consummation and closing of the transaction contemplated by this Agreement, and (e) prepaying the debt. All Cash
contributed to the Borrower shall be treated as Principal Proceeds or Interest Proceeds, as designated by the Borrower (which
designation shall be irrevocable); provided that, cash contributed as Interest Proceeds must result in the satisfaction
of the Interest Coverage Ratio Test after the distribution of Interest Proceeds on the Quarterly Payment Date immediately following
such cash contribution.


 






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ARTICLE
VII 



THE AGENTS


 


Section
7.1           Appointment and Authorization. Each Lender irrevocably appoints and authorizes the Agents to take such action as
agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Agent
by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Only the Agents (and not one
or more of the Lenders) shall have the authority to deal directly with the Borrower under this Agreement and each Lender acknowledges
that all notices, demands or requests from such Lender to the Borrower must be forwarded to the applicable Agent for delivery
to the Borrower. Each Lender acknowledges that the Borrower has no obligation to act or refrain from acting on instructions or
demands of one or more Lenders absent written instructions from an Agent in accordance with its rights and authority hereunder.


 





Section
7.2            Agents and Affiliates. The Agents shall each have the same rights and powers under this Agreement as the Lenders
and may each exercise or refrain from exercising the same as though it were not an Agent, and such Agents and their respective
affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate
of the Borrower as if it were not an Agent hereunder, and the term “Lender” and “Lenders” may include
Natixis, State Street Bank and Trust Company and/or any Affiliate of Natixis or State Street Bank and Trust Company in its individual
capacity. The provisions in this Article VII with respect to the Agents shall apply only to the Agents acting in their capacities
as such hereunder and not as Lenders.





 





Section
7.3           Actions by Agent. The obligations of the Agents hereunder are only those expressly set forth herein. No Agent shall
have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Agent shall be read into
this Agreement or any other Loan Document or shall otherwise exist against any Agent. The provisions of this Article VII are solely
for the benefit of the Agents and the Lenders (other than Sections 7.1 and 7.8, which are also for the benefit of the Borrower).
In performing its functions and duties solely under this Agreement, each Agent shall act solely as the agent of the Lenders (except
pursuant to Section 12.6(f)) and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust
with or for the Lenders. Without limiting the generality of the foregoing, no Agent shall be required to take any action with
respect to any Default, except as expressly provided in Article VI.


 





Section
7.4           Delegation of Duties; Consultation with Experts.
Each Agent may execute any of its duties under this Agreement by or through its subsidiaries, affiliates, agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall
be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Each
Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable
for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or
experts.


  






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Section
7.5            Limitation of Liability of Agents.


 


(a)           No
Agent nor any of its respective affiliates, directors, officers, agents or employees shall be liable for any action taken or not
taken by it in connection herewith (x) with the consent or at the request of the Majority Lenders, or (y) in the absence of its
own gross negligence or willful misconduct. No Agent nor any of their respective affiliates, directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made
in connection with this Agreement or any Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements
of the Borrower; (iii) the satisfaction of any condition specified in Article III; or (iv) the validity, effectiveness or genuineness
of this Agreement, the other Loan Documents or any other instrument or writing furnished in connection herewith. No Agent shall
incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank
wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Each Agent shall
in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document or any
other document furnished in connection herewith or therewith in accordance with a request of the Majority Lenders (or the Administrative
Agent) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Under no
circumstances shall the Agents be deemed liable for any special, indirect, punitive or consequential damages (including lost profits)
even if such Agent has been advised of the likelihood of such damages and regardless of the form of action.


 


(b)           The
following additional provisions apply with respect to the Collateral Agent:


 


(i)             the
Collateral Agent shall not be deemed to have notice or knowledge of the occurrence and continuance of an Event of Default until
an Administrative Officer of the Collateral Agent shall have received written notice (which notice shall refer to this Agreement
and state that such notice is a notice of Default or Event of Default) thereof from the Borrower, the Services Provider, the Administrative
Agent, a Lender or any other Person;


 


(ii)            no
provision of this Agreement or the other Loan Documents shall require the Collateral Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights
or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it; provided, however, that the reasonable and documented
costs of performing its ordinary services under this Agreement shall not be deemed a “financial liability” for purposes
hereof;


 


(iii)           if,
in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action,
the Collateral Agent may request written instructions from the Administrative Agent (and the Administrative Agent shall request
written instructions from the Majority Lenders) as to the course of action desired. If the Collateral Agent does not receive such
instructions within five Business Days after its request therefor, the Collateral Agent may, but shall be under no duty to, take
or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after
such five Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with
such instructions;




 






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(iv)          the
Collateral Agent shall be under no liability for interest on any funds received by it hereunder except to the extent of income
or other gain on Eligible Investments which are deposits in or certificates of deposit of State Street Bank and Trust Company
or any Affiliate in its commercial capacity and income or other gain actually received (and not subsequently reinvested, withdrawn
or distributed) by the Collateral Agent in Eligible Investments;


 


(v)           the
Collateral Agent shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising
out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of
God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software)
or communications services); it being understood that the Collateral Agent shall use commercially reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances;
and


 


(c)           without
prejudice to the Collateral Agent’s duties under Article VI or any other provision of any Loan Document, the Collateral
Agent shall be under no obligation to take any action to collect from any Obligor any amount payable by such Obligor on the Collateral
Loans or any other Collateral under any circumstances, including if payment is refused after due demand.


 


(d)           No
Agent shall have any duties or responsibilities except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenants or obligations shall be implied in this Agreement or the other Loan Documents against any such Person.
No Agent shall be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include
but shall not be limited to acts of god, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed
after the fact, fire, communication line failures, power failures, earthquakes or other disasters.


 


(e)           In
no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for
any failure of the Borrower to timely provide investment instruction to the Collateral Agent in connection with the investment
of funds in or from any account set forth herein. Except as otherwise provided in Section 8.2(c) or Section 8.3, in the absence
of a Borrower Order or, after an Event of Default, a direction from the Administrative Agent, all funds in any account held under
this Agreement shall be held uninvested. Nothing in this Agreement shall be deemed to release the Collateral Agent in its individual
capacity from any liability it may have as an obligor under any Eligible Investment.


 


(f)           The
Collateral Agent, and in the event that the Collateral Agent is also acting in the capacity of Custodian, Collateral Administrator,
paying agent or securities intermediary hereunder or under the other Loan Documents, then in such other capacities, as well, shall
be entitled to compensation from the Borrower in an amount separately agreed upon by the Borrower (or the Services Provider on
its behalf) and the Collateral Agent. The Collateral Agent and its Affiliates also shall be permitted to receive additional compensation
that could be deemed to be in the Collateral Agent’s economic self-interest for (i) serving as investment adviser, administrator,
shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates
to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain investments. Such compensation
shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.




 






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(g)           Without
limiting the generality of any terms of this Section 7.5, the Collateral Agent shall have no liability for any failure, inability
or unwillingness on the part of the Lenders, the Administrative Agent, the Services Provider or the Borrower to provide accurate
and complete information on a timely basis to the Collateral Agent, or otherwise on the part of any such party to comply with
the terms of this Agreement or the other Loan Documents, and shall have no liability for any inaccuracy or error in the performance
or observance on the Collateral Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate,
incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms
hereof.


 


(h)           The
Collateral Agent shall not be under any obligation to (i) confirm or verify whether the conditions to the delivery of Collateral
have been satisfied or to determine whether (A) a loan is a Collateral Loan or meets the criteria in the definition thereof or
is otherwise eligible for purchase hereunder, (B) an investment is an Eligible Investment or meets the criteria in the definition
thereof or is otherwise eligible for purchase hereunder or (ii) evaluate the sufficiency of the documents or instruments delivered
to it by or on behalf of the Borrower in connection with the grant by the Borrower to the Collateral Agent of any item constituting
the Collateral or otherwise, or in that regard to examine any underlying documents, in order to determine compliance with the
applicable requirements of and restrictions on transfer of a Collateral Loan or Eligible Investment.


 


(i)            In
order to comply with Applicable Law, including the laws, rules, regulations and executive orders in effect from time to time applicable
to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Collateral
Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business
relationship with the Collateral Agent. Accordingly, each of the parties agrees to provide to the Collateral Agent upon its request
from time to time such identifying information and documentation as may be available for such party in order to enable the Collateral
Agent to comply with Applicable Law. The Collateral Agent may from time to time establish any additional accounts deemed necessary
or desirable for convenience in administering the Collateral so long as each such account is at all times subject to a valid and
perfected first priority lien in favor of the Collateral Agent, for the benefit of the Secured Parties.


 


(j)            The
Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or any
other Loan Document at the request or direction of the Majority Lenders or the Administrative Agent, unless it shall have been
provided indemnity reasonably satisfactory to it against the costs, expenses (including the reasonable fees and expenses of its
attorneys and counsel), and liabilities which may be incurred by it in compliance with or in performing such request or direction.
No provision of this Agreement or any Loan Document shall otherwise be construed to require the Collateral Agent to expend or
risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability unless it
is provided an indemnity reasonably acceptable to it against any such expenditure, risk, costs, expense or liability. For the
avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any affirmative action to exercise or enforce
any power, right or remedy available to it under this Agreement or any other Loan Document unless and until directed by the Majority
Lenders (or the Administrative Agent on their behalf).




 






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(k)           The
Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The
Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith,
or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the
case of its willful misconduct, bad faith, reckless disregard or grossly negligent performance or omission of its duties. The
Collateral Agent may consult with legal counsel (including, without limitation, counsel for the Borrower or the Administrative
Agent or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable
for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or
experts. The Collateral Agent shall not be liable for the actions of omissions of the Administrative Agent (including without
limitation concerning the application of funds), or under any duty to monitor or investigate compliance on the part of the Administrative
agent with the terms or requirements of this Agreement, any Loan Document or any related document, or their duties thereunder.
The Collateral Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing
on any instrument or document it may receive hereunder.


 


(l)            The
delivery of reports, and other documents and information to the Collateral Agent hereunder or under any other Loan Document is
for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute
constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent
is hereby authorized and directed to execute and deliver the other Loan Documents to which it is a party. Whether or not expressly
stated in such Loan Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the
rights, benefits, protections and indemnities which are afforded to it in this Agreement.


 


(m)          Except
as expressly provided herein or in any other Loan Document, nothing herein shall be construed to impose an obligation on the part
of the Collateral Agent to recalculate, evaluate or verify any report, certificate or information received by it from the Borrower,
Services Provider, Lender or Administrative Agent or to otherwise monitor the activities of the Borrower or Services Provider.


 


(n)           In
the event that the Collateral Agent is also acting in the capacity of Custodian, Collateral Agent, paying agent or securities
intermediary hereunder or under the other Loan Documents, the rights, protections, immunities and indemnities afforded the Collateral
Agent pursuant to this Article VII shall also be afforded to the Collateral Agent, individually acting in such other capacities.


 






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(o)            The
Collateral Agent shall not be charged with knowledge or notice of any matter unless actually known to an Administrative Officer
of the Collateral Agent responsible for the administration of this Agreement, or unless and to the extent written notice of such
matter is received by the Collateral Agent at its address in accordance with Section 12.1.


 





Section
7.6            Indemnification. Each Lender, ratably in accordance with its Percentage Share, shall indemnify each of the Agents,
their respective affiliates, directors, officers, agents and employees (to the extent not reimbursed by the Borrower as may be
required under this Agreement) against any cost, expense (including fees of counsel and disbursements), claim, demand, action,
loss or liability (except such as result from such indemnitees’ own gross negligence, fraud, reckless disregard, bad faith,
criminal conduct or willful misconduct) that such indemnitee may suffer or incur in connection with this Agreement, the other
Loan Documents or any action taken or omitted by such indemnitee hereunder or thereunder. The provisions of this Section 7.6 shall
survive the resignation or replacement of the Agents.


 





Section
7.7           Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any
other Lender or any of their respective affiliates, and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon any Agent, any other Lender or their respective affiliates, 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 any action under this
Agreement or in connection therewith. The Agents shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness
of the Borrower which may come into the possession of the Agents or any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates other than in connection with their acting as Agents under this Agreement and the other Loan Documents.


 





Section
7.8           Successor Agent. Any Agent may resign at any time by giving
at least 30 days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider and S&P; provided
that any such resignation by any Agent shall not be effective until a successor agent shall have been appointed and approved
in accordance with this Section 7.8. Upon receipt of any such notice, the Majority Lenders shall have the right to appoint a successor
Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall
have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment,
within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority
Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent,
which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States
of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its
appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with
all the rights and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder,
and the successor Agent shall provide written notice of such appointment to the Lenders, the Services Provider and S&P. In
addition, upon the affirmative vote of the Majority Lenders exercising good faith that an Agent has acted with gross negligence
or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct in its capacity
as agent for the Lenders, the Majority Lenders may immediately remove such Person; provided that in the case of the removal
of an Agent (i) a Lender hereunder agrees to serve as Agent and (ii) the Borrower has consented to such Lender serving as Agent
(which consent shall not be unreasonably withheld or delayed) until a successor Agent shall be appointed pursuant to the terms
of this Section 7.8. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII shall
inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. With respect to any Person (i)
into which an Agent or may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent
shall be a party or (iii) with respect to the Agents (other than the Administrative Agent) that may succeed to the corporate trust
business and assets of any of such Agents substantially as a whole, shall be the successor to such Agent under this Agreement
without further act of any of the parties to this Agreement. Notwithstanding anything in this Section 7.8 to the contrary, this
Section 7.8 shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the terms of Section
14.9 of this Agreement.




 






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ARTICLE
VIII 

ACCOUNTS AND COLLATERAL


 





Section
8.1             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 (other than amounts specifically required herein to be paid
to the Administrative Agent), including, but not limited to, all payments or any other amounts due on the Collateral Loans and
Eligible Investments, in accordance with the terms and conditions of such Collateral Loans and Eligible Investments. The Collateral
Agent shall segregate and hold all such Money and property received by it in trust for the Lenders and shall apply it as provided
in this Agreement.


 


(b)           All
payments on the Collateral Loans and other Collateral shall be made directly to the Collateral Agent (at a bank in the United
States), will be held in the Collection Account, and will be divided into Interest Proceeds (including Fee Proceeds) and Principal
Proceeds. Such amounts shall be applied in accordance with the Priority of Payments and the terms of this Agreement.


 


(c)           The
Borrower (or the Services Provider on behalf of the Borrower) will provide the Collateral Agent with a copy of each agreement
under which the Borrower sells any interest in a Collateral Loan pursuant to Section 10.1. Upon receipt of written certification
by the Borrower or the Services Provider (which may take the form of standing instructions with respect to a specified portion
of all payments received on designated Collateral Loans) to the effect that specified amounts received by the Collateral Agent
from an Obligor do not constitute Collections subject to this Agreement but are required by the terms of such a participation
or assignment agreement to be paid by the Borrower to the purchaser of a participation interest sold by the Borrower or assignee
of the Borrower, as the case may be, the Collateral Agent will disburse such amounts, as directed in such certificate. The Collateral
Agent shall make such disbursements in accordance with such directions and shall have no obligation to monitor or verify the terms
of any such arrangement.




 






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(d)           The
Custodian hereby agrees, with the Collateral Agent that (i) each of the Covered Accounts shall be a securities account or deposit
account of the Borrower subject to the Lien of the Collateral Agent, (ii) all property (other than cash or general intangibles)
credited to the Covered Accounts shall be treated as a “financial asset” for purposes of the UCC and all cash that
is credited to Covered Accounts shall be credited to accounts that are deposit accounts, (iii) the Custodian shall treat the Collateral
Agent as entitled to exercise the rights that comprise each financial asset credited to the Covered Accounts subject to the rights
of the Borrower specified herein, (iv) the Custodian shall not agree with any person or entity other than the Collateral Agent
to comply with entitlement orders originated by any person or entity other than the Collateral Agent or the Borrower (or the Services
Provider on behalf of the Borrower) as provided herein, (v) the Covered Accounts and all property credited to the Covered Accounts
shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of the Custodian or any person
or entity claiming through the Custodian (other than the Collateral Agent) except for the right to debit for any item returned
by reason of non-sufficient funds and other Permitted Liens, (vi) regardless of any provision in any other agreement, for purposes
of the UCC and for purposes of the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an intermediary
(the “Hague Convention”), with respect to each Covered Account, New York shall be deemed to be the Custodian’s
jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the
meaning of Section 8-110 of the UCC) and New York shall govern the issues specified in Article 2(1) of the Hague Convention and
(vii) any agreement between the Custodian and the Collateral Agent with respect to the Covered Accounts shall be governed by the
laws of the State of New York. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged
that (a) interests in bank loans or participations (collectively, “Loan Assets”) may be acquired and delivered
by the Borrower to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a
security (as that term is defined in UCC Section 8-102) or an instrument (as that term is defined in Section 9-102(a)(47) of the
UCC), and may be evidenced solely by delivery to the Document Custodian (with a copy to the Securities Intermediary) of a facsimile
copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Borrower as assignee, (b) any
such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor
or bank agent) shall be registered in the name of the Borrower and (c) any duty on the part of the Document Custodian with respect
to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset
for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Document Custodian in the physical
custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Document Custodian shall maintain
such Loan Assignment Agreements as required by this Agreement. It is acknowledged and agreed that neither the Document Custodian
nor the Securities Intermediary is under a duty to examine underlying credit agreements or loan documents to determine the validity
or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof),
or for the Borrower’s title to any related Loan Asset.


 






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Section
8.2            Collection Account.


 


(a)           The
Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account in
the name “ORCC II Financing II LLC Collection Account, subject to the lien of State Street Bank and Trust Company, as Collateral
Agent for the benefit of the Secured Parties”, which shall be designated as the “Collection Account”
and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held
in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject
to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral
Agent shall from time to time deposit (i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from
the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject
to Article X, or in Eligible Investments or to prepay the Loans in accordance with Section 2.7) and (iii) all Interest Proceeds
(including all Fee Proceeds) and all Principal Proceeds. All monies deposited from time to time in the Collection Account pursuant
to this Agreement shall be held by the Collateral Agent as part of the Collateral and shall be applied for the purposes herein
provided. The Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at
which the Collection Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Collection
Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence,
move the Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.
The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account
shall be in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to effect a Permitted Distribution or a Permitted Parent
Distribution in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Collateral Agent is hereby authorized
to establish one or more subaccounts of the Collection Account, one of which shall be designated the “Interest Collection
Account” and the other the “Principal Collection Account” and which together will comprise the “Collection
Account” for all purposes of this Agreement and the Account Control Agreement.


 


(b)           All
Distributions and any net proceeds from the sale or disposition of Pledged Collateral or any Interest Hedge Agreement or other
collateral received by the Collateral Agent shall, subject to the parenthetical in Section 8.2(a)(ii), be immediately deposited
into the Collection Account. Subject to Sections 8.2(d) and 8.2(e), all such property, together with any investments 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 Collateral Agent in the Collection Account as part of the Collateral
subject to disbursement and withdrawal as provided in this Section 8.2. (i) So long as no Event of Default has occurred and is
continuing, by Borrower Order (which may be in the form of standing instructions), the Borrower (or the Services Provider on behalf
of the Borrower) shall and (ii) after the occurrence and during the continuation of an Event of Default, the Administrative Agent
(at the direction of the Majority Lenders) shall direct the Collateral Agent to, and, upon receipt of such Borrower Order or direction,
as applicable, the Collateral Agent shall, invest all funds received into the Collection Account during a Due Period, and amounts
received in prior Due Periods and retained in the Collection Account, as so directed in Eligible Investments having stated maturities
no later than the second Business Day immediately preceding the next Quarterly Payment Date. The Borrower, the Services Provider
on behalf of the Borrower and the Administrative Agent each agrees that it shall not give any instruction to invest such funds
other than in accordance with, or subject to an exemption from, the EU Risk Retention Requirements. So long as no Event of Default
has occurred and is continuing, the Collateral Agent, within one Business Day after receipt of any Distribution or other proceeds
which are not Cash, shall so notify the Borrower and the Borrower shall, within six months of receipt of such notice from the
Collateral Agent, sell such Distribution or other proceeds for Cash (at a price equal to fair market value as reasonably determined
by the Borrower, or the Services Provider in accordance with the Servicing Standard) to any Person (including an Affiliate of
the Borrower) and deposit the proceeds thereof in the Collection Account for investment pursuant to this Section 8.2; provided
that the Borrower need not sell such Distributions or other proceeds if it delivers a certificate of an Authorized Officer
to the Administrative Agent certifying that such Distributions or other proceeds constitute Collateral Loans or Eligible Investments
or securities subject to transfer restrictions that do not permit such sale.




 






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(c)           So
long as no Event of Default has occurred and is continuing, if the Borrower shall not have given any investment directions pursuant
to Section 8.2(b), the Collateral Agent shall seek instructions from the Borrower within one Business Day after transfer of such
funds to the Collection Account. If the Collateral Agent does not thereupon receive written instructions from the Borrower within
five Business Days after transfer of such funds to the Collection Account, the Collateral Agent shall again seek instructions
from the Borrower. If the Collateral Agent does not receive written instructions from the Borrower within five Business Days after
such second request, it shall invest and reinvest the funds held in the Collection Account, as fully practicable, in Eligible
Investments. The Borrower agrees that it shall not give any instruction to invest such funds other than in accordance with, or
subject to an exemption from, the EU Risk Retention Requirements. After the occurrence and during the continuation of an Event
of Default, if the Administrative Agent (at the direction of the Majority Lenders) shall not have given investment directions
to the Collateral Agent pursuant to Section 8.2(b) for three consecutive days, the Collateral Agent shall seek instructions from
the Administrative Agent. The Administrative Agent agrees that it shall not give any instruction to invest such funds other than
in accordance with, or subject to an exemption from, the EU Risk Retention Requirements. All interest and other income from such
investments shall be deposited in the Collection Account, any gain realized from such investments shall be credited to the Collection
Account, and any loss resulting from such investments shall be charged to the Collection Account.


 


(d)            The
Borrower (or the Services Provider on behalf of the Borrower) shall by Borrower Order direct the Collateral Agent to, and upon
receipt of such Borrower Order the Collateral Agent shall, transfer Principal Proceeds to the Future Funding Reserve Account on
any Business Day on which amounts standing to the credit of the Future Funding Reserve Account do not equal or exceed the aggregate
Exposure Amount.


 


During
the Reinvestment Period, the Borrower (or the Services Provider on behalf of the Borrower) may by Borrower Order direct the Collateral
Agent to, and upon receipt of such Borrower Order the Collateral Agent shall, (i) withdraw funds on deposit in the Collection
Account representing Principal Proceeds and reinvest such funds in Collateral Loans as permitted under and in accordance with
the requirements of Article X and such Borrower Order and (ii) apply Principal Proceeds to make a prepayment of the Loans in accordance
with Section 2.7.


 






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After
the Reinvestment Period, the Borrower (or the Services Provider on behalf of the Borrower) may by Borrower Order direct the Collateral
Agent to, and upon receipt of such Borrower Order the Collateral Agent shall apply Principal Proceeds received by the Borrower
(before or after the end of the Reinvestment Period) towards (A) the purchase or origination of Collateral Loans or (B) the payment
or funding of Unfunded Amounts, in each case pursuant to commitments entered into by the Borrower prior to the end of the Reinvestment
Period.


 


By
Borrower Order, the Borrower (or the Services Provider on behalf of the Borrower) may at any time direct the Collateral Agent
to, and, upon receipt of such Borrower Order, the Collateral Agent shall, pay from time to time on dates other than Quarterly
Payment Dates from Interest Proceeds on deposit in the Collection Account, Administrative Expenses (which shall be payable in
the order specified in the definition thereof); provided that the aggregate amount of Administrative Expenses paid in any
Due Period (excluding Administrative Expenses paid on Quarterly Payment Dates pursuant to the Priority of Payments) shall not
exceed the Retained Expense Amount determined on the immediately prior Quarterly Payment Date plus, without duplication,
the Quarterly Cap applicable on the next Quarterly Payment Date.


 


(e)            The
Collateral Agent shall transfer to the Payment Account for application pursuant to Section 9.1(a), on or about the Business Day
(but in no event more than two Business Days) prior to each Quarterly Payment Date, any amounts then held in the Collection Account
other than proceeds received after the end of the Due Period with respect to such Quarterly Payment Date.


 


(f)            The
Collateral Agent may from time to time establish any additional accounts and/or subaccounts, which in each case shall be subject
to the lien of the Collateral Agent for the benefit of the Secured Parties, deemed necessary by the Collateral Agent for convenience
in administering the Collateral.


 


(g)           The
Collateral Agent agrees to give the Borrower, the Services Provider, the Lenders prompt notice if an Administrative Officer of
the Collateral Agent obtains actual knowledge of or receives written notice that the Collection Account or any funds on deposit
therein, or otherwise to the credit of the Collection Account, shall become subject to any writ, order, judgment, warrant of attachment,
execution or similar process.


 


(h)           At
any time and from time to time the Borrower, or the Services Provider on the Borrower’s behalf, may deposit into the Collection
Account funds not previously subject to the Lien of the Collateral Agent (for the benefit of the Secured Parties) granted under
this Agreement; provided that (i) the requirements of Section 6.5 are complied with, if applicable, and (ii) upon such
deposit into the Collection Account, such funds shall automatically be subject to the Lien of the Collateral Agent (for the benefit
of the Secured Parties) granted under this Agreement. Any such deposit shall be irrevocable. The Borrower shall notify the Agents
in writing of any such deposit prior to or contemporaneously therewith.


  






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Section
8.3             Payment Account; Future Funding Reserve Account; Interest Reserve Account; Lender Collateral Account; Closing Expense
Account.


 


(a)            Payment
Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust
account in the name “ORCC II Financing II LLC Payment Account, subject to the lien of State Street Bank and Trust Company,
as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account”
and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held
in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject
to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. 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 Sections 6.4 and 9.1, 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
the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the
Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian
Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the
limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and
the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of 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 Priority of Payments. The Payment Account
shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the
account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect
to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days
of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a
control agreement.


 






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(b)           Future
Funding Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated
non-interest bearing trust account in the name “ORCC II Financing II LLC Future Funding Reserve Account, subject to the
lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall
be designated as the “Future Funding Reserve Account” and which shall be governed solely by the terms of
this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties.
On the date of any acquisition by the Borrower of any Revolving Collateral Loan or Delayed Funding Loan (including by way of
contribution or substitution), the Borrower (or the Services Provider on behalf of the Borrower) shall by Borrower Order
direct the Collateral Agent to, and upon receipt of such Borrower Order the Collateral Agent shall, transfer Principal
Proceeds to the Future Funding Reserve Account
in an amount equal to the Exposure Amount in respect of such Revolving Collateral Loan or Delayed Funding Loan. The Collateral
Agent shall maintain on deposit in the Future Funding Reserve Account an amount equal to the aggregate Exposure Amount as of such
date (as identified by the Borrower, or the Services Provider on behalf of the Borrower). The Borrower (or the Services Provider
on behalf of the Borrower) shall by Borrower Order direct the Collateral Agent to, and upon receipt of such Borrower Order the
Collateral Agent shall, transfer Principal Proceeds to the Future Funding


 


 Reserve Account on any Business Day on which amounts
standing to the credit of the Future Funding Reserve Account are less than the Exposure Amount. By Borrower Order (which may be
in the form of standing instructions), the Borrower (or the Services Provider on behalf of the Borrower) may, so long as no Event
of Default has occurred and is continuing, direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral
Agent shall, invest all funds received into the Future Funding Reserve Account as so directed solely in overnight funds that are
Eligible Investments. The only permitted withdrawals from or applications of funds on deposit in, or otherwise to the credit of,
the Future Funding Reserve Account shall, at the direction of the Borrower (or the Services Provider on behalf of the Borrower)
be (i) to fund or pay Exposure Amounts, or (ii) to the extent of any amounts in the Future Funding Reserve Account in excess of
the Exposure Amount, to be applied as Principal Proceeds for use as is provided in this Agreement (including, without limitation,
as provided in Section 9.1(a)(ii)). Notwithstanding the foregoing, the amount of all funds on deposit in the Future Funding Reserve
Account on any date that exceeds the Exposure Amount on such date shall be transferred, at the direction of the Borrower (or the
Services Provider on behalf of the Borrower) to the Collection Account on such date and applied as Principal Proceeds. For the
avoidance of doubt, any amounts transferred from the Future Funding Reserve Account for application as Principal Proceeds as provided
above shall be further invested in Collateral Loans (to the extent expressly permitted by the other provisions in this Agreement)
or applied as Principal Proceeds in accordance with Section 9.1(a)(ii), in each case as expressly provided in this Agreement.
The Collateral Agent agrees to give the Borrower and the Services Provider immediate notice if an Administrative Officer of the
Collateral Agent obtains actual knowledge of or receives written notice that the Future Funding Reserve Account or any funds on
deposit therein, or otherwise to the credit of the Future Funding Reserve Account, shall become subject to any writ, order, judgment,
warrant of attachment, execution or similar process. The Future Funding Reserve Account shall remain at all times with an Eligible
Account Bank. In the event that the account bank at which the Future Funding Reserve Account is maintained ceases to be an Eligible
Account Bank, or the account bank with respect to the Future Funding Reserve Account gives notice that it is terminating the Account
Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Future Funding Reserve Account to an Eligible
Account Bank and cause the successor account bank to enter into a control agreement. Any interest earned on Eligible Investments
held in the Future Funding Reserve Account shall be applied as Interest Proceeds.


 


(c)            Interest
Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account
in the name “ORCC II Financing II LLC Interest Reserve Account, subject to the lien of State Street Bank and Trust Company,
as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Interest Reserve
Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained
with the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. The
only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this
Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than
in accordance with this Agreement and the Priority of Payments. On or prior to the Closing Date, the Borrower shall deposit or
cause to be deposited $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested
in Eligible Investments selected by the Services Provider (on behalf of the Borrower), and earnings from all such investments
will be deposited in the Collection Account as Interest Proceeds. On the first Quarterly Payment Date, funds in the Interest Reserve
Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly Payment
Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy
all amounts described in Section 9.1(a)(i)(A) through (E). On the second Quarterly Payment Date, remaining funds in the Interest
Reserve Account as of the related Collateral Report Determination Date will be applied as Interest Proceeds on such Quarterly
Payment Date in accordance with the Priority of Payments and the Interest Reserve Account will be closed. The Interest Reserve
Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Interest Reserve
Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Interest Reserve Account
gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move
the Interest Reserve Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.




 






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(d)           Lender
Collateral Account.


 


(i)             The
Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated trust account in the name “ORCC
II Financing II LLC Lender Collateral Account”, which shall be designated as the “Lender Collateral Account”
and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained with the Securities
Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. The Collateral Agent shall
have exclusive control over such account (and each subaccount thereof) and the sole right of withdrawal. The Lender Collateral
Account may contain any number of subaccounts for the purposes described in this Section 8.3(d). The only permitted deposits to
or withdrawals from the Lender Collateral Account shall be in accordance with the provisions of this Agreement. The Borrower shall
not have any legal, equitable or beneficial interest in the Lender Collateral Account (or any subaccount thereof).


 


(ii)            If
any Revolving Lender shall at any time be required to deposit any amount in the Lender Collateral Account in accordance with Section
11.5(b)(i), then (x) the Collateral Agent shall create a segregated subaccount with respect to such Revolving Lender (the “Lender
Collateral Subaccount” of such Revolving Lender) and (y) the Collateral Agent shall deposit all funds received from
such Revolving Lender into such Lender Collateral Subaccount. The only permitted withdrawal from or application of funds credited
to a Lender Collateral Subaccount shall be as specified in this Section 8.3(d). Amounts on deposit in Lender Collateral Subaccount
will be invested in Eligible Investments selected by the Services Provider, and earnings from all such investments will be remitted
to the applicable Lender to the extent such Lender has fully funded such Lender Collateral Subaccount.


  






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(iii)           With
respect to any Revolving Lender, the deposit of any funds in the applicable Lender Collateral Subaccount by such Revolving Lender
shall not constitute a Borrowing by the Borrower and shall not constitute a utilization of the Revolving Commitment of such Revolving
Lender, and the funds so deposited shall not constitute principal outstanding under the Revolving Loans. However, from and after
the establishment of a Lender Collateral Subaccount, the obligation of such Revolving Lender to make Revolving Loans as part of
any Borrowing under this Agreement shall be satisfied by the Collateral Agent withdrawing funds from such Lender Collateral Subaccount
in the amount of such Revolving Lender’s Percentage Share of such Borrowing. All payments of principal from the Borrower
with respect to Revolving Loans made by such Revolving Lender (whether or not originally funded from such Lender Collateral Subaccount)
shall be made by depositing the related funds into such Lender Collateral Subaccount and all other payments from the Borrower
(including without limitation all interest and Commitment Fees) shall be made to such Revolving Lender in accordance with the
order specified in the Priority of Payments. The Collateral Agent shall have full power and authority to withdraw funds from each
such Lender Collateral Subaccount at the time of, and in connection with, the making of any such Borrowing and to deposit funds
into each such Lender Collateral Subaccount, all in accordance with the terms of and for the purposes set forth in this Agreement.


 


(iv)          Notwithstanding
anything to the contrary herein, if on any Quarterly Payment Date (or on any other Business Day upon one Business Day’s
prior written request from such Revolving Lender) the sum of the amount of funds on deposit in the Lender Collateral Subaccount
exceeds such Revolving Lender’s Undrawn Commitment at such time (whether due to a reduction in the aggregate amount of the
Revolving Commitments or otherwise), then the Collateral Agent shall remit to such Revolving Lender a portion of the funds then
held in the related Lender Collateral Subaccount in an aggregate amount equal to such excess. Upon the termination of the Revolving
Commitments (including following the occurrence of an Event of Default), the Collateral Agent shall promptly (and no later than
one Business Day after such termination) remit to such Revolving Lender all of the funds then held in its related Lender Collateral
Subaccount and shall terminate such account.


 


(v)            Except
as otherwise provided in this Agreement, for so long as any amounts are on deposit in any Lender Collateral Subaccount, the Collateral
Agent shall invest and reinvest such funds in Eligible Investments of the type described in clause (iv) of the definition thereof.
Interest received on such Eligible Investments shall be retained in such Lender Collateral Subaccount and invested and reinvested
as aforesaid. Any gain realized from such investments shall be credited to such Lender Collateral Subaccount and any loss resulting
from such investments shall be charged to such Lender Collateral Subaccount. Neither the Borrower nor the Collateral Agent shall
in any way be held liable by reason of any insufficiency of such Lender Collateral Subaccount resulting from any loss relating
to any such investment. The Lender Collateral Account shall remain at all times with an Eligible Account Bank. In the event that
the account bank at which the Lender Collateral Account is maintained ceases to be an Eligible Account Bank, or the Account Bank
with respect to the Lender Collateral Account gives notice that it is terminating the Account Control Agreement, then Borrower
shall, within 60 days of such occurrence, move the Lender Collateral Account to an Eligible Account Bank and cause the successor
account bank to enter into a control agreement.




 






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(e)            Closing
Expense Account. The Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest
bearing trust account in the name “ORCC II Financing II LLC Closing Expense Account, subject to the lien of the Collateral
Agent for the benefit of the Secured Parties”, which shall be designated as the “Closing Expense Account”
and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Collateral Agent shall
have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the
sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Closing Expense Account
shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. On or prior to the Closing Date, the Borrower
shall deposit or cause to be deposited approximately $2,525,000 into the Closing Expense Account. On any Business Day during the
period that the Closing Expense Account is open, the Collateral Agent shall apply funds from the Closing Expense Account, as directed
by the Borrower (or the Services Provider on behalf of the Borrower), to pay fees and expenses of the Borrower incurred in connection
with the structuring, consummation, closing and post-closing of the transaction contemplated by this Agreement. Upon the delivery,
on any date that is at least 60 days after the Closing Date, of a Borrower Order instructing the Collateral Agent to close the
Closing Expense Account, all funds in the Closing Expense Account will be deposited in the Collection Account as Interest Proceeds
and the Closing Expense Account will be closed. By Borrower Order (which may be in the form of standing instructions), the Borrower
(or the Services Provider on behalf of the Borrower) may, so long as no Event of Default has occurred and is continuing, direct
the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all funds received into
the Closing Expense Account during a Due Period as so directed by the Borrower (or the Services Provider on behalf of the Borrower)
in Eligible Investments. Any income earned on amounts deposited in the Closing Expense Account will be deposited in the Collection
Account as Interest Proceeds as it is received. The Collateral Agent agrees to give the Borrower and the Services Provider immediate
notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Closing
Expense Account or any funds on deposit therein, or otherwise to the credit of the Closing Expense Account, shall become subject
to any writ, order, judgment, warrant of attachment, execution or similar process. The Closing Expense Account shall remain at
all times with an Eligible Account Bank. In the event that the account bank at which the Closing Expense Account is maintained
ceases to be an Eligible Account Bank, or the account bank with respect to the Closing Expense Account gives notice that it is
terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Closing Expense Account
to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal
from or application of funds on deposit in, or otherwise to the credit of, the Closing Expense Account shall be in accordance
with the provisions of this Section 8.3(e).





 






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Section
8.4            Custodial Account.


 


(a)           The
Collateral Agent shall, on or prior to the Closing Date, establish a single, segregated non-interest bearing trust account
in the name “ORCC II Financing II LLC Custodial Account, subject to the lien of the Collateral Agent for the benefit of
the Secured Parties”, which shall be designated as the “Custodial Account” and which shall be
governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be maintained with the
Securities Intermediary pursuant to the terms of the Account Control Agreement and over which the Collateral Agent shall have
exclusive control, subject to the Borrower’s right to give instructions specified herein, and the sole right of
withdrawal. Any and all assets or securities at any time on deposit in, or otherwise to the credit of, the Custodial Account
shall be held by the Custodian for the benefit for the Collateral Agent for the benefit of the Secured Parties. Except in
connection with a liquidation pursuant to Article VI, the only permitted withdrawal from the Custodial Account or in, or
otherwise to the credit of, the Custodial Account shall be as directed, upon Borrower Order, in accordance with the
provisions of Sections 8.5 and 8.6. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders
immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice
that the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial
Account, has become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Custodial
Account shall remain at all times with an Eligible Account Bank and shall remain uninvested. In the event that the account
bank at which the Custodial Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to
the Custodial Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days
of such occurrence, move the Custodial Account to an Eligible Account Bank and cause the successor account bank to enter into
a control agreement.


 


The
Collateral Agent shall appoint a custodian (the “Custodian”) to act as a securities intermediary for purposes
of this Agreement and the other Loan Documents. Initially, such Custodian shall be State Street Bank and Trust Company. Any successor
custodian shall be a state or national bank or trust company which (i) is not an Affiliate of the Borrower, (ii) has a combined
capital and surplus of at least U.S.$200,000,000, (iii) has a rating of at least “BBB+” by S&P and (iv) is a securities
intermediary. If at any time the Custodian does not satisfy the conditions set forth in the foregoing sentence, the Borrower (subject
to the consent of the Majority Lenders) shall appoint a replacement Custodian within 30 days of an Authorized Officer of the Borrower
becoming aware of such circumstance. The rights, protections, immunities and indemnities afforded to the Collateral Agent under
this Agreement shall also be afforded to the Custodian.


 


(b)           Except
as otherwise provided in Sections 8.5 and 8.6, all right, title and interest of the Borrower in and to the Custodial Account,
all related property, and all proceeds thereof shall be subject to the security interest of the Collateral Agent hereunder.


 


(c)           With
respect to securities (including without limitation debt and equity securities, bonds, money market funds and mutual funds) issued
in the United States, the Shareholders Communications Act of 1985 (the “Act”) requires the Custodian to disclose to
the issuers of such securities, upon their request, the name, address and securities position of its customers who are (a) the
 “beneficial owners” (as defined in the Act) of such issuer’s securities, if the beneficial owner does not object
to such disclosure, or (b) acting as a “respondent bank” (as defined in the Act) with respect to such securities.
(Under the Act, “respondent banks” do not have the option of objecting to such disclosure upon the issuers’
request.) The Act defines a “beneficial owner” as any person who has, or shares, the power to vote a security (pursuant
to an agreement or otherwise), or who directs the voting of a security. The Act defines a “respondent bank” as any
bank, association or other entity that exercises fiduciary powers which holds securities on behalf of beneficial owners and deposits
such securities for safekeeping with a bank, such as the Custodian. Under the Act, a customer is either the “beneficial
owner” or a “respondent bank”. The “customer” for purposes hereof shall mean the Borrower and each
Lender, each of which shall be deemed to be the “beneficial owner” (as defined in the Act) of such securities to be
held by the Custodian hereunder, and each of the Borrower and the Lenders hereby waives any objection to the disclosure of its
name, address and securities position to any such issuer which requests such information pursuant to the Act for the specific
purpose of direct communications between such issuer and the Borrower and each Lender. Each of the Borrower and the Lenders may,
by written notice to the Custodian, opt out of the waiver referred to in the foregoing sentence and elect not to consent to the
disclosure referred to in the foregoing sentence. With respect to such securities issued outside of the United States, information
shall be released to issuers only if required by law or regulation of the particular country in which the securities are located.




 






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(d)           At
any time and from time to time the Borrower, or the Services Provider on the Borrower’s behalf, may deposit into the Custodial
Account Collateral Loans and/or Eligible Investments not previously subject to the Lien of the Collateral Agent (for the benefit
of the Secured Parties) granted under this Agreement; provided that (i) the requirements of Section 6.5 are complied with
and (ii) upon such deposit into the Custodial Account, such assets shall automatically be subject to the Lien of the Collateral
Agent (for the benefit of the Secured Parties) granted under this Agreement. Any such deposit shall be irrevocable. The Borrower
shall notify the Agents in writing of any such deposit prior to or contemporaneously therewith.


 





Section
8.5           Acquisition of Collateral Loans and Eligible Investments. Each time that the Borrower acquires any Collateral Loan,
Eligible Investment or other Collateral, the Borrower shall, if such Collateral Loan or Eligible Investment or other Collateral
has not already been transferred to the Custodial Account, transfer or cause the transfer of such Collateral Loan or Eligible
Investment and other Collateral to the Custodian to be held for the benefit of the Collateral Agent in accordance with the terms
of this Agreement. The security interest of the Collateral Agent in the funds or other property utilized in connection with such
acquisition shall, immediately and without further action on the part of the Collateral Agent, be released. The security interest
of the Collateral Agent shall nevertheless come into existence and continue in the Collateral Loans and Eligible Investments and
other Collateral so acquired, including all rights of the Borrower in and to any Related Contracts and Collections with respect
to such Collateral Loans and Eligible Investments and other Collateral.


 


Section
8.6            Release of Security Interest in Sold Collateral Loans and Eligible Investments; Release of Security Interests Upon Termination.


 


(a)          Upon
any sale or other disposition of a Collateral Loan or Eligible Investment or other Collateral (or portion thereof) in accordance
with the terms of this Agreement, the security interest of the Collateral Agent in such Collateral Loan or Eligible Investment
or other Collateral (or the portion thereof which has been sold or otherwise disposed of), and in all Collections and rights under
Related Contracts with respect to such Collateral Loan or Eligible Investment or other Collateral (but not in the proceeds of
such sale or other disposition) shall, immediately upon the sale or other disposition of such Collateral Loan or Eligible Investment
or other Collateral (or such portion), and without any further action on the part of the Collateral Agent, be released, except
for the proceeds of such sale or other disposition and except to the extent of the interest, if any, in such Collateral Loan or
Eligible Investment or other Collateral which is then retained by the Borrower or which thereafter reverts to the Borrower for
any reason.




 






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(b)          Upon
the payment in full of the Obligations and termination of all Commitments hereunder, the Collateral shall be released from the
liens created hereby and under the other Loan Documents, and this Agreement and all obligations of the Agents and each Lender
hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the
Collateral shall revert to the Borrower. At the request and sole expense of the Borrower following any such termination, the Administrative
Agent and/or the Collateral Agent, as applicable, shall promptly deliver to the Borrower (or its designee) any Collateral held
by such Agent hereunder, and execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence
such termination. Any such release or termination shall be subject to the provision that the Obligations shall be reinstated if
after such release or termination any portion of any payment in respect of the Obligations shall be rescinded or must otherwise
be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or
as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or
any substantial part of its property, or otherwise, all as though such payment had not been made.


 


Section
8.7            Method of Collateral Transfer. Notwithstanding any other provision of this Agreement, each item of Collateral shall
be delivered to the Custodian by:


 


(a)           with
respect to such of the Collateral as constitutes an instrument, tangible chattel paper, a negotiable document (other than Related
Contracts), or money, causing the Custodian to take possession of such instrument indorsed to the Custodian or in blank, or such
money, negotiable document, or tangible chattel paper, in the State of New York separate and apart from all other property held
by the Custodian;


 


(b)          with
respect to such of the Collateral as constitutes a certificated security in bearer form, causing the Custodian to take possession
of the related security certificate in the State of New York;


 


(c)           with
respect to such of the Collateral as constitutes a certificated security in registered form, causing the Custodian to take possession
of the related security certificate in the State of New York or the Commonwealth of Massachusetts, indorsed to the Custodian or
in blank by an effective indorsement, or registered in the name of the Custodian, upon original issue or registration of transfer
by the issuer of such certificated security;


 


(d)          with
respect to such of the Collateral as constitutes an uncertificated security, causing the issuer of such uncertificated security
to register the Custodian or its nominee for the account of the Custodian as the registered owner of such uncertificated security;


 


(e)          with
respect to such of the Collateral as constitutes a security entitlement, causing the Securities Intermediary to indicate by book
entry that the financial asset relating to such security entitlement has been credited to the Custodial Account;


 


(f)           with
respect to such of the Collateral as constitutes a deposit account, causing such deposit account to be established and maintained
in the name of the Collateral Agent or the Custodian, as applicable, by a bank the jurisdiction of which for purposes of the UCC
is the State of New York;




 






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(g)          with
respect to such of the Collateral as constitutes cash, causing such cash to be credited to a Covered Account that is a deposit
account; and


 


(h)          taking
such additional or alternative procedures as may hereafter become appropriate to grant a first priority, perfected security interest
in such items of the Collateral to the Collateral Agent, consistent with Applicable Law or regulations.


 


If
any item of Collateral is a financial asset issued by an issuer that is not the United States of America, an agency or instrumentality
thereof, or some other United States person or entity, and if such item cannot be delivered as set forth above, such item may
be delivered by the Collateral Agent holding such item in an account created and maintained in the name of the Collateral Agent
with a banking or securities institution or a clearing agency or system located outside the United States such that the Collateral
Agent holds a first priority, perfected security interest in such item of Collateral.


 


The
Borrower agrees to record and file after the Closing Date all appropriate UCC-1 financing statements, continuation statements,
and other amendments, meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to
perfect and protect the interests of the Secured Parties in the Collateral under the applicable UCC against all creditors of and
purchasers from the Borrower. The Borrower promptly shall deliver file-stamped copies of such UCC-1 financing statements, continuation
statements, and amendments to the Agents.


 


In
connection with each transfer of an item of Collateral to the Collateral Agent and/or the Custodian, the Collateral Agent or the
Custodian, as applicable, shall make appropriate notations on its records indicating that such item of the Collateral is held
for the benefit of the Secured Parties pursuant to and as provided in this Agreement and the other Loan Documents. Effective upon
the transfer of an item of Collateral to the Collateral Agent and/or the Custodian, the Collateral Agent or the Custodian, as
applicable, shall be deemed to acknowledge that it holds such item of Collateral as Collateral Agent or as Custodian, as applicable,
under this Agreement and the other Loan Documents for the benefit and security of the Secured Parties.


 


Notwithstanding
any other provision of this Agreement, the Collateral Agent shall not hold any item of Collateral through an agent except as expressly
permitted by this Section 8.7.


 





Section
8.8           Continuing Liability of the Borrower. Notwithstanding anything
herein to the contrary, the Borrower shall remain liable under each Related Contract, interest and obligation included in the
Collateral, to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance
with and pursuant to the terms and provisions thereof, and shall do nothing to impair the security interest of the Collateral
Agent in any Collateral. None of the Collateral Agent, the Document Custodian, the Custodian or any Secured Party shall have any
obligation or liability under any such Related Contract, interest or obligation by reason of or arising out of this Agreement
or the receipt by the Collateral Agent, the Document Custodian, the Custodian or any Secured Party of any payment relating to
any such Related Contract, interest or obligation pursuant hereto, nor shall the Collateral Agent, the Document Custodian, the
Custodian or any Secured Party be required or obligated in any manner to perform or fulfill any of the obligations of the Borrower
thereunder or pursuant thereto, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment
received by it or the sufficiency of any performance by any party under any such Related Contract, interest or obligation, or
to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amount thereunder
to which it may be entitled at any time.




 






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Section
8.9            Reports.


 


(a)          The
Collateral Administrator shall deliver or make available to the Borrower by 11:00 a.m. (New York time) on each Business Day a
report describing all Money (including but not limited to a breakdown of all such amounts into Interest Proceeds and Principal
Proceeds) and other property received by it pursuant to the terms of this Agreement and the other Loan Documents on the preceding
Business Day (the “Daily Report”). If any Money or property shall be received by the Collateral Agent on a
day that is not a Business Day, the Collateral Administrator shall deliver the Daily Report with respect thereto to the Borrower
on the next Business Day.


 


(b)          The
Collateral Administrator shall compile and provide, subject to the Collateral Administrator’s receipt from the Services
Provider, the Borrower or the Administrative Agent, as applicable, such information with respect to the Collateral Loans and Eligible
Investments to the extent not maintained or in the possession of the Collateral Administrator, the Collateral Report, and the
Payment Date Report in accordance with Exhibit D and Exhibit E hereof, respectively, and prepare drafts of such Collateral Report
and Payment Date Report and provide such drafts to the Services Provider for review and approval; provided that each such
draft is to be provided no later than four days prior to the date the Collateral Report or the Payment Date Report, as applicable,
is due. The Borrower shall cause the Services Provider to review and confirm the calculations made by the Collateral Administrator
in such Collateral Report or Payment Date Report within one Business Day prior to the due date of the Collateral Report or the
Payment Date Report.


 


The
Services Provider, the Administrative Agent, the Collateral Agent and the Borrower shall cooperate with the Collateral Administrator
in connection with the preparation by the Collateral Administrator of Collateral Reports and Payment Date Reports. The Services
Provider shall review and verify the contents of the aforesaid reports, instructions, statements and certificates, and upon verification
shall make such reports available to S&P. Upon receipt of approval from the Services Provider, the Collateral Administrator
shall transmit the same to the Borrower and shall make such reports available to the Administrative Agent and each Lender.


 


(c)          The
Collateral Administrator may conclusively rely on and without any investigation, information provided by the Services Provider,
Borrower and Administrative Agent in preparation of the Collateral Report and the Payment Date Report. Nothing herein shall obligate
the Collateral Administrator to review or examine such information for accuracy, correctness or validity.


 






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The
Collateral Administrator will make the Collateral Report and Payment Date Report available via its internet website. The
Collateral Administrator’s internet website shall initially be located at http://www.mystatestreet.com. The Collateral
Administrator may change the way such statements are distributed. As a condition to access to the Collateral
Administrator’s internet website, the Collateral Administrator may require registration and the acceptance of a
disclaimer. The Collateral Administrator shall be entitled to rely on but shall not be responsible for the content or
accuracy of any information provided in the Collateral Report and the Payment Date Report which the Collateral Administrator
disseminates in accordance with this Agreement and may affix thereto any disclaimer it deems appropriate in its reasonable
discretion.


 


(d)          Nothing
herein shall impose or imply any duty or obligation on the part of the Collateral Administrator to verify, investigate or audit
any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral Loan is
in default or in compliance with the underlying documents governing or securing such securities, from time to time, the role of
the Collateral Administrator hereunder being solely to perform certain mathematical computations and data comparisons as provided
herein.


 


(e)          The
Collateral Administrator shall have no liability for any failure, inability or unwillingness on the part of the Services Provider
or the Borrower or the Administrative Agent to provide accurate and complete information on a timely basis to the Collateral Administrator,
or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy
or error in the performance or observance on the Collateral Administrator’s part of any of its duties hereunder that is
caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part
of any such other party to comply with the terms hereof.


 


(f)           If,
in performing its duties under this Section 8.9 in connection with compiling and delivering reports, the Collateral Administrator
is required to decide between alternative courses of action, the Collateral Administrator may request written instructions from
the Services Provider, acting on behalf of the Borrower, as to the course of action desired by it. If the Collateral Administrator
does not receive such instructions within three Business Days after it has requested them, the Collateral Administrator may, but
shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Administrator shall act in accordance
with instructions received after such three-Business Day period except to the extent it has already taken, or committed itself
to take action inconsistent with such instructions. The Collateral Administrator shall be entitled to rely on the advice of legal
counsel and independent accountants in performing its duties hereunder and shall be deemed to have acted in good faith if it acts
in accordance with such advice.


 


ARTICLE
IX 



APPLICATION OF MONIES


 





Section
9.1           Disbursements of Funds from Payment Account.


 


(a)           Notwithstanding
any other provision of this Agreement other than Section 6.4, but subject to the other subsections of this Section 9.1 and Article
II (with respect to optional repayment of Loans), on each Quarterly Payment Date, the Collateral Agent shall disburse amounts
transferred to the Payment Account from the Collection Account pursuant to Section 8.2(e) as follows and for application in accordance
with the following priorities (the “Priority of Payments”):




 






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(i)       On
each Quarterly Payment Date, prior to the distribution of any Principal Proceeds, Interest Proceeds shall be applied as follows:


 


(A)          to
the payment of the following amounts in the following priority (without duplication): (1) Taxes (but not including any accrued
and unpaid Increased Costs), registration and filing fees then due and owing by the Borrower, (2) accrued and unpaid Administrative
Expenses in the order set forth in the definition thereof and (3) on any Quarterly Payment Date other than the final Quarterly
Payment Date, to the retention in the Collection Account of an amount equal to the Retained Expense Amount for such Quarterly
Payment Date; provided that the aggregate amount of payments under this clause (A)(2) and (3) shall not exceed on any Quarterly
Payment Date the sum of (a) the Quarterly Cap plus (b) the Retained Expense Amount determined on the immediately prior
Quarterly Payment Date less (c) Administrative Expenses paid pursuant to Section 8.2(d) during the Due Period relating
to such Quarterly Payment Date;


 


(B)          if
the Borrower is party to any Interest Hedge Agreements, to the payment of any amounts owing by the Borrower to the Interest Hedge
Counterparties thereunder (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence
of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge
Counterparty is the sole affected party or the defaulting party);


 


(C)          unless
deferred by the Services Provider (or its designee), to the payment to the Services Provider (or its designee) of all due and
unpaid Senior Services Fees that have not been deferred on prior Quarterly Payment Dates in an amount not to exceed the accrued
Senior Services Fees for one Due Period);


 


(D)          to
the Lenders for payment (on a pro rata basis) of accrued interest and solely to the Revolving Lenders in respect of their
Revolving Loans, Commitment Fees (ratably in proportion to their respective Percentage Shares) on the Loans due on such Quarterly
Payment Date (excluding the additional two percent of interest payable at the Post-Default Rate);


 


(E)          if
any of the Coverage Tests are not satisfied as of the related Calculation Date, to the prepayment of principal of the Loans (to
be allocated to the Loans according to the Principal Allocation Formula) until such tests are satisfied;


 






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(F)          to
the payment of amounts described in clause (A) above to the extent not paid thereunder (without regard to any cap or limitation);


 


(G)          first,
to the payment of the additional two percent of interest payable at the Post-Default Rate, and second, to the payment of
any Lender’s Increased Costs;


 


(H)          to
the payment to the Services Provider (or its designee) of any previously deferred Senior Services Fees that the Services Provider
elects to be paid on such Quarterly Payment Date by notice to the Collateral Agent prior to the related Calculation Date;


 


(I)           unless
deferred by the Services Provider (or its designee), to the payment to the Services Provider (or its designee) of (1) all due
and unpaid Subordinated Services Fees that have not been deferred on prior Quarterly Payment Dates and (2) any previously deferred
Subordinated Services Fees that the Services Provider elects to be paid on such Quarterly Payment Date by notice to the Collateral
Agent prior to the related Calculation Date;


 


(J)           if
the Borrower is party to any Interest Hedge Agreements, to any amounts owing by the Borrower to the Interest Hedge Counterparties
under such Interest Hedge Agreements to the extent not paid under clause (B) above (without regard to any cap or limitation);


 


(K)          all
remaining Interest Proceeds:


 


(1)         during
the Reinvestment Period, at the sole discretion of the Services Provider, either (i) to the Borrower for payment as directed by
the Borrower, including as to make a distribution to the Parent; (ii) to the Collection Account to be applied as Principal Proceeds
for the purchase or origination of additional Collateral Loans, (iii) to be applied to prepay the principal of the Loans pursuant
to Section 2.7, and/or (iv) for deposit into the Future Funding Reserve Account; and


 


(2)         after
the Reinvestment Period, to the Borrower or for payment as directed by the Borrower, either to (i) make a distribution to the
Parent; or (ii) prepay the principal of the Loans pursuant to Section 2.7.


  






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(ii)           On
each Quarterly Payment Date, following the distribution of all Interest Proceeds as set forth in Section 9.1(a)(i) above, Principal
Proceeds (other than Principal Proceeds previously reinvested in Collateral Loans or otherwise designated by the Borrower for
application pursuant to the parenthetical contained in Section 8.2(a)(ii) or otherwise to provide for any Unsettled Amount shall
be applied as follows; provided that after giving effect to any such payment no Commitment Shortfall would exist (and, to the
extent that any Commitment Shortfall would exist, Principal Proceeds shall first be deposited in the Future Funding Reserve Account
in the amount needed to eliminate such Commitment Shortfall):


 


(A)          to
the payment of unpaid amounts in items (A) through (E) in Section 9.1(a)(i) above (in such order of priority stated therein);


 


(B)          during
the Reinvestment Period, all remaining Principal Proceeds, at the sole discretion of the Services Provider:


 


(1)         to
the Collection Account for the purchase or origination of additional Collateral Loans;


 


(2)         to
be applied to prepay the principal of the Loans pursuant to Section 2.7; and/or


 


(3)         to
be deposited into the Future Funding Reserve Account;


 


(C)          after
the Reinvestment Period,


 


(1)         first,
to be applied to the payment of interest, principal, Commitment Fees and other obligations on the Loans until repaid in full;


 


(2)         second,
to the payment of amounts referred to in items (F) through (J) in Section 9.1(a)(i) above, in the priority set forth therein
but only to the extent not paid in full thereunder; and


 


(3)         third,
to the Borrower or for payment as directed by the Borrower, including to make a distribution to the Parent.


 


(b)           If
on any Quarterly 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 pursuant to any clause in the Priority of Payments, the Collateral Agent
shall make the disbursements called for in the order and according to the priority set forth under Section 9.1(a) and ratably
or in the order provided within a clause, as applicable, in accordance with the respective amounts owing under any such clause,
to the extent funds are available therefor.


 


(c)           On
each Quarterly Payment Date, the Collateral Administrator (on behalf of the Borrower) shall deliver to the Administrative Agent,
the Collateral Agent, the Services Provider and S&P (so long as S&P is rating the Loans) a report (the “Payment
Date Report”) containing the information described in Exhibit E hereto pursuant to Section 8.9 specifying the amount
of Interest Proceeds (and, of such amount, the amount of Fee Proceeds) and Principal Proceeds received during the preceding Due
Period and the amounts to be applied to each purpose set forth in Section 9.1(a). The information in each Payment Date Report
shall be determined as of the Calculation Date immediately preceding the applicable Quarterly Payment Date. For the avoidance
of doubt, in any month in which a Quarterly Payment Date occurs, the Collateral Report and the Payment Date Report may be combined
into a single report.




 






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(d)           In
the event that the Services Provider obtains actual knowledge of or receives written notice that any Interest Hedge Counterparty
defaults in the payment of its obligations to the Borrower under any Interest Hedge Agreement on the payment date therefor, the
Services Provider shall notify the Borrower which shall (or the Services Provider on behalf of the Borrower shall) make a demand
on such Interest Hedge Counterparty, or any guarantor, if applicable, demanding payment by 12:00 noon, New York time, on the next
Business Day. The Services Provider shall give notice to the Lenders, the Administrative Agent, S&P, the Borrower and the
Collateral Agent upon the continuing failure by such Interest Hedge Counterparty (or applicable guarantor) to perform its obligations
for one Business Day following a demand made by the Borrower (or the Services Provider on behalf of the Borrower) on such Interest
Hedge Counterparty.


 


ARTICLE
X 



SALE OF COLLATERAL LOANS; ELIGIBILITY CRITERIA; CONDITIONS TO SALES AND PURCHASES


 





Section
10.1           Sale of Collateral Loans.


 


(a)           Sales,
Substitutions and Assignments. Provided that no Event of Default has occurred and is continuing (except for sales pursuant to
clauses (i), (iii), (iv), (vi) or (viii) below which shall be permitted during the continuance of an Event of Default but only
so long as the Majority Lenders have provided their written consent thereto pursuant to Section 6.2(a)) and subject to the satisfaction
of the conditions specified in this Agreement, including without limitation Sections 5.33, 10.1(b) and 10.1(c), the Borrower or
the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing to sell, and the Collateral Agent
shall sell or substitute in the manner directed by the Borrower or the Services Provider (on behalf of the Borrower) in writing,
any Collateral Loan or other loan included in the Collateral (including (x) subject to Section 10.1(b), the sale by participation
of all or a portion of the Borrower’s interest in any Collateral Loan or other loan and (y) without limitation, the sale
by assignment of a portion of the Borrower’s interest in any Collateral Loan or other loan); provided that (x) such sale
meets the requirements of any one of clauses (i) through (viii) of this Section 10.1(a) and (y) such substitution shall meet the
requirements of clause (vii) of this Section 10.1(a), each of which requirements shall be satisfied upon receipt by the Collateral
Agent of a trade ticket or other direction to sell or substitute (which shall be deemed to be a representation and certification
from the Borrower or the Services Provider that such conditions are satisfied):


 


(i)            Credit
Risk Loans. The Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing to
sell any Credit Risk Loan at any time during or after the Reinvestment Period without restriction.


 


(ii)           Credit
Improved Loans. The Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing
to sell any Credit Improved Loan either:


 






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(A)         at
any time if the Sale Proceeds from such sale are at least equal to the Investment Criteria Adjusted Balance of such Credit Improved
Loan; or


 


(B)          during
the Reinvestment Period if the Borrower, or the Services Provider in compliance with the Servicing Standard, reasonably believes
prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such
sale in one or more additional Collateral Loans with an Aggregate Principal Balance (together with any Collateral (which, for
the avoidance of doubt, may be Collateral Loans or Cash) contributed (which contribution shall be irrevocable) by the Borrower
or the Services Provider on the Borrower’s behalf prior to such sale) at least equal to the Investment Criteria Adjusted
Balance of such Credit Improved Loan within 30 Business Days of such sale.


 


(iii)          Defaulted
Loans. The Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing to sell
any Defaulted Loan at any time during or after the Reinvestment Period without restriction.


 


(iv)          Equity
Securities. The Borrower or the Services Provider (on behalf of the Borrower) shall use its commercially reasonable efforts
to effect the sale of any Equity Security within 45 days after receipt if such Equity Security constitutes Margin Stock, unless
such sale is prohibited by Applicable Law, in which case such Equity Security shall be sold as soon as such sale is permitted
by Applicable Law.


 


(v)           Discretionary
Sales. The Borrower or the Services Provider on behalf of the Borrower may at any time direct the Collateral Agent in writing
to sell any Collateral Loan (in addition to any sales pursuant to clauses (i) through (iv) above or clauses (vi) through (viii)
below); provided that such sale shall be permitted only so long as (A) the Aggregate Principal Balance of all such Collateral
Loans (excluding CCC Collateral Loans that at the time of the commitment to sell constituted CCC Excess and any Collateral Loans
sold pursuant to clause (B) below) sold during the preceding period of twelve calendar months (or, for the first twelve calendar
months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of Total Capitalization
as of the first day of such twelve calendar month period (or as of the Closing Date, as the case may be) or (B) such sale is in
connection with a Permitted Securitization (including, for the avoidance of doubt, sales to an Affiliate of the Borrower that
is not the issuer or debtor in the Permitted Securitization in amounts necessary to satisfy sub-clause (x) of clause (b) of the
definition of Permitted Distribution) and, after giving effect to such sale, the requirements of Section 5.37 are satisfied as
of such date. Any written direction given by the Borrower or the Services Provider on behalf of the Borrower to the Collateral
Agent that pursuant to this clause (v) shall be deemed a representation and certification by the Borrower or the Services Provider
on behalf of the Borrower to the Collateral Agent this clause (v) has been satisfied.


 






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(vi)          Mandatory
Sales. The Borrower or the Services Provider (on behalf of the Borrower) shall use its commercially reasonable efforts to
effect the sale of any Collateral Loan (other than Defaulted Loans) that no longer meets the criteria described in clause (n)
in the definition of “Collateral Loan,” within 18 months of the failure of such Collateral Loan to meet any such criteria
(unless (1) the Rating Condition is satisfied or (2) the Borrower or the Services Provider determines that such sale would not
be in the best interests of the Lenders).


 


(vii)         Optional
Repurchases or Substitutions by the Seller Pursuant to the Sale and Contribution Agreement; Limitations on Sales of Credit Risk
Loans and Defaulted Loans. The Seller may optionally repurchase (or purchase, as applicable) and substitute Credit Risk Loans
and Defaulted Loans pursuant to and in accordance with the Sale and Contribution Agreement and the Borrower shall sell and transfer
Credit Risk Loans and Defaulted Loans to the Seller in connection therewith at any time during or after the Reinvestment Period;
provided that, as certified to the Collateral Agent and the Administrative Agent by an Authorized Officer of the Services
Provider, (A) the Aggregate Principal Balance of all Credit Risk Loans and Defaulted Loans which are optionally repurchased or
substituted by the Seller pursuant to the Sale and Contribution Agreement may not exceed an amount equal to 25% of the Net Purchased
Collateral Loan Balance as of such date of repurchase or substitution, (B) such substituted loan or loans meets the definition
of “Collateral Loan”, (C) such purchase or repurchase complies with the limitations set forth in Section 5.33, (D)
such optional repurchase or substitution will not cause a Default or an Event of Default or be permitted during the existence
of a Default or Event of Default, (E) each Coverage Test shall be satisfied after giving effect to such repurchase or substitution
or if not satisfied, maintained or improved, (F) subject to clause (G) below, each Collateral Quality Test is satisfied (or if
not satisfied, maintained or improved) after giving effect to such repurchase or substitution, (G) after the Reinvestment Period,
the Weighted Average Life of such substituted loan is less than or equal to the Weighted Average Life of the replaced Collateral
Loan, (H) such substituted loan either exceeds or maintains the lien priority of the replaced Credit Risk Loan or Defaulted Loan,
as applicable, (I) the Scenario Default Rate of the Proposed Portfolio (after the substituted loans are added and replaced loans
are removed) shall be the same or better than the Current Portfolio, (J) the Principal Balance of such substituted loan is not
less than the Principal Balance of the replaced Collateral Loan; provided that this clause (J) shall not apply during the
Reinvestment Period so long as before and immediately after giving effect to such substitution the Overcollateralization Ratio
is not less than 178.57% and (K) the Eligibility Criteria are made no worse after giving effect to such substitution. For the
avoidance of doubt, notwithstanding anything to the contrary set forth herein or in any other Loan Document, the Services Provider
shall have no obligation to repurchase or purchase any Credit Risk Loan or Defaulted Loan.


 






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For
the avoidance of doubt, after the Reinvestment Period, if the sale proceeds from Collateral Loans are not sufficient to purchase
Collateral Loans, such purchases may only be made if the Borrower receives cash equity contributions in an amount sufficient to
permit such purchase.


 


(viii)       Sales
in Connection with Payment in Full and Termination of the Facility. The Borrower, or the Services Provider on behalf of the
Borrower, may direct the Collateral Agent in writing to sell, assign or transfer all or any portion of the Collateral in connection
with the payment in full of all of the Obligations (other than any unasserted Contingent Obligations) and the payment of any other
amounts required to be paid pursuant to the Priority of Payments; provided that the proceeds from any such sale, assignment or
transfer directed pursuant to this Section 10.1(a)(viii) are sufficient to pay in full all of the Obligations (other than any
unasserted Contingent Obligations) and any other amounts required to be paid pursuant to the pursuant to the Priority of Payments
(as certified to the Collateral Agent by the Borrower). For the avoidance of doubt, the Borrower, or the Services Provider on
behalf of the Borrower, may only direct such sales, assignments or transfers contemplated by this Section 10.1(a)(viii) if no
Enforcement Event has occurred and is continuing at such time.


 


(b)           Participations.
The Borrower may not sell a participation interest in a Revolving Collateral Loan or a Delayed Funding Loan.


 


(c)           Sales
for Cash of Collateral Loans. All sales of Collateral Loans or any portion thereof pursuant to this Section 10.1 shall be
for Cash on a non-recourse basis, which shall be deemed Principal Proceeds for all purposes hereunder; provided that if
such sale is in connection with a Permitted Securitization pursuant to Section 10.1(a)(v), a portion of the purchase price equal
to the amount of Permitted Distribution that the Borrower may distribute to the Parent in accordance with Section 5.29 may be
paid by means of proper accounting entries being entered upon the accounts and records of the Permitted Securitization’s
issuer, the Borrower and Parent to evidence the purchase of subordinated notes by the Parent from the Permitted Securitization’s
issuer in the amount of such Permitted Distribution, netted against the purchase of Collateral Loans by the Permitted Securitization’s
issuer from the Borrower in the amount of such Permitted Distribution netted against such Permitted Distribution by the Borrower
to the Parent.


 





Section
10.2         Eligibility Criteria. Unless otherwise specified herein, on and after the Closing Date but solely during the Reinvestment
Period, a debt obligation will be eligible for purchase or origination (including in connection with a substitution pursuant to
Section 10.1(a)(vii)) by the Borrower and inclusion in the Collateral only if as evidenced by an officer’s certificate of
an Authorized Officer of the Borrower (or the Services Provider on behalf of the Borrower) delivered to the Collateral Agent,
the Eligibility Criteria are satisfied at the time such debt obligation is purchased or originated (on a trade date basis), after
giving effect to the inclusion of such debt obligation.


 





Section
10.3         Conditions Applicable to all Sale and Purchase Transactions. Any transaction
effected under this Article X or in connection with the acquisition, disposition or substitution of any asset shall be conducted
on an arm’s length basis and, if effected with a Person Affiliated with the Services Provider (or with an account or portfolio
for which the Services Provider or any of its Affiliates serves as investment adviser), shall be effected in accordance with Section
5.33.




 






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ARTICLE
XI 



CHANGE IN CIRCUMSTANCES


 





Section
11.1          Basis for Determining Interest Rate Inadequate or Unfair; LIBOR Transition Event. In the case of Eurodollar Rate
Loans, if on or prior to the first day of any Interest Period:


 


(a)           Unless
a LIBOR Transition Event and its related LIBOR Replacement Date has occurred, (i) the Administrative Agent is unable to obtain
a quotation for the London Interbank Offered Rate as contemplated by Section 2.5; or (ii) the Majority Lenders advise the Administrative
Agent that as a result of changes arising after the date of this Agreement the London Interbank Offered Rate they have determined,
in their commercially reasonable judgment, that a material disruption to LIBOR or a change in the methodology of calculating LIBOR
has occurred or the Majority Lenders advise the Administrative Agent that as a result of changes arising after the date of this
Agreement the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the
cost to such Lenders of funding or maintaining their Eurodollar Rate Loans for such Interest Period, in each case the Administrative
Agent shall forthwith give notice thereof (by telephone confirmed in writing) to the Borrower, the Lenders and the Collateral
Agent, whereupon until the Administrative Agent notifies the Borrower and the Collateral Agent that the circumstances giving rise
to such suspension no longer exist, the obligations (if any) of the Lenders to make Eurodollar Rate Loans shall be fulfilled based
on LIBOR in effect for the prior Interest Period; provided if such period of unavailability continues for more than 30 days, then
on the close of business on the 30th day, a LIBOR Transition Event shall have been deemed to occur and the following
day shall be considered the LIBOR Replacement Date.


 


(b)           If
a LIBOR Transition Event and its related LIBOR Replacement Date have occurred, then the Administrative Agent and the Borrower
may choose a replacement index for LIBOR and make adjustments to applicable margins and related amendments to this Agreement as
referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially
equivalent to the all-in LIBOR-based interest rate in effect prior to its replacement. The Administrative Agent and the Borrower
shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related
amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of
the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including,
without limitation, Section 12.5), such amendment shall become effective without any further action or consent of any other party
to this Agreement at 5:00 p.m. New York City time on the 10th Business Day after the date a draft of the amendment is provided
to the Lenders, unless the Administrative Agent receives, on or before such 10th Business Day, a written notice from the Majority
Lenders stating that such Lenders object to such amendment.


 



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Selection
of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with
due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated
loans in the United States, loans converted from a LIBOR-based rate to a replacement index-based rate and consistent with market
practices in the market for collateralized loan obligations, and (ii) may also reflect adjustments, to the extent consistent with
market practices in the collateralized loan obligations market, to account for (x) the effects of the transition from LIBOR to
the replacement index and (y) yield- or risk-based differences between LIBOR and the replacement index. Any selection of the replacement
index, adjustments to the applicable margins, and amendments to this Agreement will be after consultation and agreement of the
Borrower, which agreement will not be unreasonably withheld or delayed.


 


Until
an amendment reflecting a new replacement index in accordance with this Section 11.1 is effective, each advance, conversion and
renewal of a Loan will continue to bear interest with reference to LIBOR and if no such rate is provided, as set forth in the
definition thereof, LIBOR for such Interest Period will be LIBOR in effect for the prior Interest Period; provided however if
the parties have not executed an amendment within 30 days from the occurrence of the related LIBOR Transition Event, then instead
of referring to LIBOR in effect for the prior Interest Period, LIBOR will be replaced with the single reference rate that is used
in calculating the interest rate of the highest percentage (by par amount) of the Floating Rate Obligations then held by the Borrower
(which the Borrower shall (at the direction of the Services Provider) provide written evidence of to the Administrative Agent)
plus the reference rate modifier (which shall include, as applicable, an adjustment to make such alternative reference rate the
quarterly equivalent thereof).


 


Notwithstanding
anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall
be deemed to be zero for purposes of this Agreement.


 


Section
11.2         Illegality. If, on or after the date of this Agreement, the adoption of any applicable law, rule or regulation, or
any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender
in good faith with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable
agency shall make it unlawful or impossible for any Lender to make, maintain or fund its Eurodollar Rate Loans (if any) and such
Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof (by telephone confirmed
in writing) to the Lenders, the Collateral Agent and the Borrower, whereupon until such Lender notifies the Administrative Agent
that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Loans
(if any) shall be suspended (provided that such Lender shall instead fund Base Rate Loans (or in the case of outstanding
Loans, such Loans will be converted to Base Rate Loans at the end of such Interest Period, or sooner if required by law). Before
giving any notice to the Administrative Agent pursuant to this Section 11.2, such Lender shall designate a different Applicable
Lending Office if such designation would avoid the need for giving such notice and would not be otherwise disadvantageous to such
Lender. If circumstances subsequently change so that it is no longer unlawful for an affected Lender to make or maintain Eurodollar
Rate Loans as contemplated hereunder, such Lender will, as soon as reasonably practicable after such Lender becomes aware of such
change in circumstances, notify the Borrower, the Collateral Agent and the Administrative Agent and upon receipt of such notice,
the obligations of such Lender to make or continue Eurodollar Rate Loans shall be reinstated.




 






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Section
11.3          Increased Cost and Reduced Return.


 


(a)           If,
on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule
or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office)
with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency
shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Federal
Reserve Board, special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account
of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending
Office) or on the London interbank market any other condition affecting its Eurodollar Rate Loans, its Notes evidencing Eurodollar
Rate Loans, or its obligation to make Eurodollar Rate Loans, and the result of any of the foregoing is to increase the cost to
such Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received
or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto (other
than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, (y) Taxes described in clauses
(ii) through (iv) of the definition of “Excluded Taxes” and (z) Connection Income Taxes), such additional amount or
amounts as will compensate such Lender for such increased cost or reduction shall constitute “Increased Costs” payable
by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such
Lender is generally charging other borrowers similarly situated to Borrower.


 


(b)           If
any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding
liquidity or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof,
or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender as a consequence
of such Lender’s obligations hereunder to a level below that which such Lender could have achieved but for such adoption,
change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for
compensation) by such Lender (with a copy to the Administrative Agent, the Collateral Agent and S&P), such additional amount
or amounts as will compensate such Lender for such reduction (to the extent funds are available therefor in accordance with the
Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4.


  






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(c)           Each
Lender will promptly notify the Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge,
occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate
a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation
and will not be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section
11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall
be delivered in connection with any request for compensation and shall be conclusive in the absence of manifest error. In determining
such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender
to demand compensation under this Section 11.3 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 11.3 for any increased
costs or reductions incurred more than six months prior to the date on which the applicable Lender notifies the Borrower; provided
that if the event 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.


 


(d)           Notwithstanding
anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (i) by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee
of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or
similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions,
(ii) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and (iii) in connection with the EU Risk Retention
Requirements shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section
11.3, regardless of the date enacted, adopted, issued or implemented; provided, however, that the Borrower shall
not be responsible for any increased costs relating to the EU Risk Retention Requirements so long as the Retention Provider is
in compliance with the requirements set forth in the Retention Letter.


 


(e)           Notwithstanding
anything to the contrary in this Section 11.3, the Borrower shall not be required to pay amounts to any Lender under this Section
11.3 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.4. To the extent the
Borrower is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes pursuant
to Section 11.4, the provisions of Section 11.4 shall control.


 


(f)           For
the avoidance of doubt, the Borrower shall not be obligated to pay additional amounts to a Lender pursuant to clauses (a) or (b)
of this Section 11.3 to the extent any such additional amounts are attributable to a failure by a Lender to comply with its obligations
under the EU Risk Retention Requirements that are within its control.


 





Section
11.4          Taxes.


 


(a)           Except
as required by Applicable Law, any and all payments by or on behalf of the Borrower to or for the account of any Lender or any
Agent under any Loan Document shall be made without deduction or withholding for any Taxes. If any Applicable Law (as determined
in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such
payment, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the
full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is
an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section 11.4(a)) the
applicable Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deduction
or withholding been made. The Borrower shall furnish to the Collateral Agent and the Administrative Agent at their respective
addresses set forth on the signature pages hereof, the original or a certified copy of a receipt evidencing payment thereof or,
if a receipt is not available, such other evidence of payment as may be reasonably acceptable to such Lender, the Administrative
Agent or the Collateral Agent.




 






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(b)           The
Borrower agrees to pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the applicable
Agent reimburse it for payment of, any Other Taxes.


 


(c)           (i)             The
Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of any Indemnified Taxes (including
Indemnified Taxes, imposed or asserted on or attributable to amounts payable under this Section 11.4) paid or payable by such
Lender (as the case may be) or required to be withheld or deducted from a payment to such Lender or the Administrative Agent and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. This indemnification shall be made within ten days from the date such
Lender (as the case may be) makes demand therefor. A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf
of a Lender, shall be conclusive absent manifest error.


 


(ii)           Each
Lender shall severally indemnify the Administrative Agent for (i) any Indemnified Taxes attributable to such Lender (but only
to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting
the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions
of Section 12.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender,
in each case, that are payable or paid by the Administrative Agent (as the case may be) in connection with any Loan Document,
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. This indemnification shall be made within ten days from the date the Administrative
Agent (as the case may be) makes demand therefor accompanied by evidence reasonably satisfactory to the relevant Lender establishing
liability for such Taxes.


  






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(d)
          (i)             Each Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower and any Agent, at the time or times reasonably requested by the Borrower or the Agent,
such properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments
to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower
or any Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the
Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 11.4(ii)(A), (ii)(B) and (ii)(D) below) shall
not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)           Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower,


 


(A)          any
Lender that is a U.S. Person shall deliver to the Borrower and any Agent on or about the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies
of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


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


 


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


 


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


 


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




  






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


 


(C)          In
addition to the foregoing requirements of this Section 11.4(d), each Foreign Lender shall, to the extent it is legally entitled
to do so and as would not materially prejudice its commercial position, on or prior to the date on which such Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or any Agent), deliver
to the Borrower and such Agent (in such number of copies as shall be requested by the recipient) executed originals of any other
form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly
completed, together with any required supplementary information as may be prescribed by Applicable Law to permit the Borrower
or the Agent to determine the withholding or deduction required to be made.


 


(D)          If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and any Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower
or the Agent as may be necessary for the Borrower and the Agent to 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, if any, 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 of this Agreement.


 






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Each
Lender hereby agrees that if any form or certification such Lender previously delivered pursuant to this Section 11.4(d) expires
or becomes obsolete or inaccurate in any respect, such Lender shall update such form or certification or notify the Borrower and
the Agents in writing of its legal inability to do so, in each case promptly after such form or certification so expires or becomes
obsolete.


 


(e)          If
the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 11.4, then such
Lender will use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any
such additional payment which may thereafter accrue if such change, in the sole judgment of such Lender, does not otherwise cause
such Lender to incur unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(f)           If
a Lender 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 under this Section 11.4, it shall pay to the Borrower an amount equal to such refund (but only to the extent
of indemnity payments made under this Section 11.4 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such Lender and without interest (other than any interest paid by the relevant governmental authority
with respect to such refund). The Borrower, upon the request of such Lender, shall repay to such Lender the amount paid over pursuant
to this clause (f) (plus any penalties, interest or other charges imposed by the relevant governmental authority) in the event
that such Lender is required to repay such refund to such governmental authority. Notwithstanding anything to the contrary in
this clause (f), in no event will a Lender be required to pay an amount to the Borrower pursuant to this clause (f) the payment
of which would place the Lender in a less favorable net after-Tax position than the Lender would have been in if the Tax subject
to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This clause (f) shall not be construed to require
any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the
Borrower or any other Person.


 


(g)          Notwithstanding
anything to contrary contained in this Section 11.4, all payments made to a Lender pursuant to this Section 11.4 shall only be
made to the extent funds are available in accordance with the Priority of Payments.


 


(h)          Each
party’s obligations under this Section 11.4 shall survive the resignation or replacement of the Collateral Agent or the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge
of all obligations under any Loan Document.





 






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Section
11.5          Replacement of Lenders.


 


(a)          (x)
If and for so long as any Lender is (1) a Downgraded Lender (subject to clauses (b) and (c) below), (2) a Defaulting Lender, (3)
requesting compensation under Section 11.3 or (4) unable to make Loans under Section 11.2, (y) if the Borrower is required to
pay any additional amount to such Lender or any authority for the account of such Lender pursuant to Section 11.4 or (z) if and
for so long as the obligations of any Lender under this Agreement are the subject of a Bail-In Action, then the Borrower may,
at its sole expense and effort, upon notice to such Lender, the Agents and S&P, direct such Lender to assign and delegate
(and such Lender shall comply with such direction but shall have no obligation to search for, seek, designate or otherwise try
to find, an assignee), without recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 12.6), all of its interests, rights and obligations under this Agreement and the Notes to a financial institution
that is (I) eligible to purchase the replaced Lender’s Loans under the terms hereof, (II) not prohibited by any Applicable
Law from making such purchase and (III) not the subject of a Bail-In Action with respect to its obligations hereunder (such purchaser,
an “Approved Purchaser”), which shall assume such obligations (and which may be another Lender, if such other
Lender accepts such assignment); provided that:


 


(i)            such
assigning Lender shall have received payment of an amount equal to the aggregate outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under its Note (including any amounts under Section 2.8)
from such Approved Purchaser (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts);


 


(ii)           in
the case of any such assignment or delegation resulting from a claim for compensation under Section 11.3 or payments required
to be made pursuant to Section 11.4, such assignment or delegation will result in a reduction in such compensation or payments
thereafter;


 


(iii)          such
assignment or delegation does not conflict with any Applicable Law; and


 


(iv)          such
Approved Purchaser shall deliver to the Borrower a notice of whether such Lender will be a CP Lender and, if so, the basis of
the interest payable to such Approved Purchaser.


 


(b)           If
and for so long as any Lender is a Downgraded Lender or a Defaulting Lender hereunder:


 


(i)            in
the case of a Downgraded Lender, it holds any portion of the Revolving Commitments that remain in effect, then, as soon as practicable
and in any event within 30 days after becoming a Downgraded Lender, (x) it shall deposit an amount equal to its Undrawn Commitments
at such time into the Lender Collateral Account and (y) all principal payments in respect of the Loans which would otherwise be
made to such Downgraded Lender shall be diverted to the Lender Collateral Subaccount of such Downgraded Lender in accordance with
Section 8.3(d), and any amounts in such Lender Collateral Subaccount shall be applied to any future funding obligations of such
Downgraded Lender; and


 






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(ii)           in
the case of a Defaulting Lender, (x) the Commitment and Loans of any such Defaulting Lender shall not be included in determining
whether the Majority Lenders or Majority Revolving Lenders have taken or may take any action hereunder (including any consent
to any amendment, waiver or other modification pursuant to Section 12.5); provided that (i) a Defaulting Lender’s
vote shall be included with respect to any action hereunder relating to any change that would require the consent of each Lender
or each affected Lender under Section 12.5 (to the extent such Defaulting Lender is such an affected Lender) and (ii) a Defaulting
Lender shall retain its voting rights if such Defaulting Lender is the only Lender, which vote shall not be unreasonably withheld,
conditioned or delayed, and (y) no Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which
time that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have
been required to have been paid to that Defaulting Lender during such time).


 


(c)          Notwithstanding
anything in Section 11.5(a) to the contrary, (i) a Lender shall not be required to make any assignment or delegation referred
to in Section 11.5(a) if, prior thereto, as a result of a waiver by such Lender or the Borrower or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply and such Lender gives notice thereof to the Borrower
and (ii) the Borrower may not require a Downgraded Lender to make any such assignment or delegation during the 30-day period referred
to in clause (b)(i) above or at any time that a Downgraded Lender is in compliance with clause (b)(i)(x) above.


 


(d)           Each
of the Administrative Agent and any replaced Lender will agree to cooperate with all reasonable requests of the Borrower for the
purpose of effecting a transfer in compliance with this Section 11.5.


 


(e)           Nothing
in this Section 11.5 shall be deemed to release a Defaulting Lender or Downgraded Lender from any liability arising from its failure
to fund any Loans it is required to make hereunder.


 


(f)           Notwithstanding
anything to the contrary contained herein but subject to the Write-Down and Conversion Powers of any EEA Resolution Authority,
the provisions of this Agreement relating to Downgraded Lenders solely due to any such Revolving Lender failing to be an Approved
Lender (including Sections 8.3(d) and 11.5) shall continue to apply after the occurrence of a Bail-In Action, including that any
amounts previously deposited in any Lender Collateral Subaccount will remain available in such Lender Collateral Subaccount following
the occurrence of a Bail-In Action for the purposes set forth in this Agreement.


 


ARTICLE
XII 



MISCELLANEOUS


 


Section
12.1          Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including bank wire, facsimile, facsimile transmission, email or similar writing) and shall
be given to such party: (i) in the case of the Borrower, the Services Provider, the Administrative Agent, the Collateral Agent,
the Collateral Administrator, the Custodian or the Document Custodian, at its address, facsimile number and/or email address set
forth on the signature pages hereof, (ii)(A) in the case of the Initial Lender, at its address, facsimile number and/or email
address set forth on the signature pages hereof and (B) in the case of any other Lender, at its address, facsimile number and/or
email address set forth in its Administrative Questionnaire (which notices shall be solely by facsimile or email if so indicated
therein), (iii) in the case of S&P, (A) any credit estimate related notifications/requests should be sent to by email to creditestimates@spglobal.com;
(B) any S&P CDO Monitor requests should be sent by email to CDOMonitor@spglobal.com and (C) any other requests should be sent
by email to cdo_surveillance@spglobal.com or (iv) in the case of any party, such other address, facsimile number and/or email
address as such party may hereafter specify for such purpose by notice to the Administrative Agent, the Collateral Agent and the
Borrower. Each such notice, request or other communication shall be effective (w) if given by facsimile, when such facsimile is
transmitted to the facsimile number specified in this Section 12.1 and the appropriate answerback is received, (x) if given by
certified or registered mail, upon delivery, (y) if given by recognized courier guaranteeing overnight delivery, one Business
Day after such communication is delivered to such courier or (z) if given by any other means, when delivered at the address or
email address specified in this Section 12.1; provided that notices to the Administrative Agent under Article XI or to the Collateral
Agent under Article VIII shall not be effective until received.




 






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The
Collateral Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured email,
facsimile transmission or other similar unsecured electronic methods; provided that any person providing such instructions
or directions shall provide to the Collateral Agent an incumbency certificate listing persons designated to provide such instructions
or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person
elects to give the Collateral Agent email or facsimile instructions (or instructions by a similar electronic method) and the Collateral
Agent in its discretion elects to act upon such instructions, the Collateral Agent’s reasonable understanding of such instructions
shall be deemed controlling. The Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly
from the Collateral Agent’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 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.


 





Section
12.2          No Waivers. No failure or delay by either Agent, any Lender or the Borrower in exercising any right, power or privilege
hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other
or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.


 


Section
12.3          Expenses; Indemnification.


 


(a)          The
Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian
and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in
connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments
referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the
Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented
out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent,
in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose
any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.




 






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(b)           The
Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the
Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers,
agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against
any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented
fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative,
administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time
(including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred
by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated
by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent,
the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders
or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv)
the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any
representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss
arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or
otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any
such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred
by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this
Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3
shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent.
For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with
respect to Taxes, which obligation shall be addressed solely by Section 11.4.


 





Section
12.4         Sharing of Set-Offs. In addition to any rights now or hereafter granted
under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance
of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest
or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off
and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness
at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located)
to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable
to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in
Obligations purchased by such Lender.




 






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Each
Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion
of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan held by it which is greater
than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts
due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase
such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that
all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared
by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any
right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of
the Borrower other than its Indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so
under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements,
may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder
of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the
contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein
or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance
of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such
set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.


 





Section
12.5          Amendments and Waivers.


 


(a)          Any
provision of this Agreement, the Notes or any other Loan Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrower and the Majority Lenders (and, if the rights, protections, indemnities or duties
of the Administrative Agent and/or the Collateral Agent are affected thereby, by the Administrative Agent and/or the Collateral
Agent, as the case may be); provided that:


 


(i)            no
such amendment or waiver shall, unless signed by all the (1) Lenders, extend the Stated Maturity; (2) Revolving Lenders, increase
or decrease the Revolving Commitment of any Revolving Lender or subject any Revolving Lender to any additional obligation; (3)
Revolving Lenders, change the Percentage Share of the Revolving Commitments allocable to any Revolving Lender; (4) Lenders, change
the Percentage Share of the aggregate unpaid principal amount of the Loans, or the number of Lenders, which shall be required
for the Lenders or any of them to take any action under this Section 12.5 or any other provision of this Agreement; (5) Lenders,
release any Collateral except as provided in this Agreement or the other Loan Documents; or (6) Lenders, alter the terms of Section
2.6, Section 2.7, Section 2.10, Section 6.4, Section 9.1or this Section 12.5 (or any defined term as it is used therein) in a
manner adverse to the interests of any Lender;


 






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(ii)           no
such amendment or waiver shall, unless signed by all Lenders affected thereby, postpone the date fixed for any payment of principal
of or interest on any Loan or any fees or other amounts hereunder or for any reduction or termination of any Commitment;


 


(iii)          no
such amendment or waiver shall, unless signed by the applicable Lender, reduce the principal of or rate of interest on any Loan
held by such Lender or any fees or indemnities payable for the account of such Lender; provided that the foregoing shall
not apply to the rescission of interest accruing at the Post-Default Rate, which may be rescinded by the Majority Lenders;


 


(iv)          no
amendment or waiver of any provision under this Agreement or any other Loan Document that governs the rights and obligations of
CP Lenders or their Conduit Support Providers (including this Section 12.5(a)(iv)) (other than amendments and waivers that apply
generally to Lenders) or that specifically relates to CP Conduits shall be effective without the written consent of each CP Lender;
and


 


(v)           to
the extent an amendment or waiver of any provision of this Agreement directly affects only the Revolving Lenders, then such amendment,
modification or waiver shall be effective with the written consent of the Majority Revolving Lenders.


 


(b)          In
addition to the requirements of clause (a) above, in connection with any proposed amendment or waiver of this Agreement or any
other Loan Document pursuant to this Section 12.5, either (1) such proposed amendment or waiver will be effective only upon satisfaction
of the Rating Condition or the consent of the Majority Lenders or (2) if, in the Borrower’s reasonable determination, such
proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender, then the Borrower
shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lenders
a copy of such proposed amendment or waiver; provided, in the case of the foregoing clause (2), if any Lender notifies
the Borrower prior to the execution of such proposed amendment or waiver that, based on its reasonable determination such proposed
amendment or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will be effective only
upon satisfaction of the Rating Condition or the consent of the Majority Lenders.


 


(c)           The
Borrower shall, promptly following the execution of any amendment, waiver or supplement to any Loan Document, provide copies thereof
to each Lender, the Administrative Agent, the Collateral Agent and S&P.


 


Section
12.6          Successors and Assigns.


 


(a)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, except that the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement
or the other Loan Documents without the prior written consent of each of the Lenders except as permitted by this Agreement.




 






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(b)          (i)             Any
Lender may at any time grant to one or more banks, commercial paper conduits or other institutions (each, a “Participant”)
participating interests in any or all of its Loans; provided that each such Participant represents in writing to such Lender
that it (and each account for which it is acquiring such participating interest) is a “qualified purchaser” for purposes
of Section 3(c)(7) of the Investment Company Act. In the event of any such grant by a Lender of a participating interest to a
Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Lender shall remain responsible for
the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. An assignment or
other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only
to the extent of a participating interest granted in accordance with this subsection (b).


 


(ii)            In
the event any Lender sells a participation in any or all of its Loans hereunder, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 11.3 and 11.4 (subject to the requirements and limitations therein, including the requirements
under Section 11.4(d) (it being understood that the documentation required under Section 11.4(d) shall be delivered to the participating
Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this
Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 11.3(c) and 11.4(e) as if it were
an assignee under paragraph (c) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 11.3
or 11.4, with respect to any participation, than its participating Lender would have been entitled to receive. Each Lender that
sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower
to effectuate the provisions of Section 11.5 with respect to any Participant.


 


(iii)           In
the event that any Lender sells participations in any or all of its Loans hereunder, such Lender shall, acting solely for this
purposes as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of all Participants
in the Loans held by it and the principal amount (and stated interest thereon) of the portion of the Loans which is the subject
of the participation (the “Participant Register”). A Loan may be participated in whole or in part only by registration
of such participation on the Participant Register. Any participation of such Loan may be effected only by the registration of
such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any Loans
or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.




 






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(c)           (i)            With
the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld) and the Borrower (provided
that such consent will not be required for an assignment to any existing Lender or Affiliate of a Lender or any assignment during
the existence of an Event of Default or with respect to any assignment from a CP Lender to any other CP Lender that is an affiliate
or under common program management with the assigning CP Lender), any Lender may at any time assign to one or more banks, CP Conduits
or other financial institutions (each, an “Assignee”) all or any portion of its rights and obligations under
this Agreement, the Notes and the other Loan Documents, and such Assignee shall assume such rights and obligations, pursuant to
an Assignment and Assumption executed by such Assignee and such transferor Lender; provided that (x) such assignment is
in an amount which is at least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s
Loans), it being understood that a Lender may allocate such assignment in smaller amounts of not less than $1,000,000 between
or among separate internal accounts, and (y) each Assignee that is a Revolving Lender must be an Approved Lender.


 


(ii)           Upon
execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase
price agreed between such transferor Lender and such Assignee, such Assignee (and if the Assignee is a Conduit Assignee, any Related
CP Issuer, if such Conduit Assignee does not itself issue commercial paper) shall be a party to this Agreement and shall have
all the rights, protections and obligations of a Lender with Commitments as set forth in such instrument of assumption, and the
transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action
by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender,
the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the
Assignee. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative
fee for processing such assignment in the amount of $2,500 (unless such fee is waived by the Administrative Agent). Each Assignee
shall deliver to the Borrower and the Administrative Agent the relevant form or certification in accordance with Section 11.4(d).


 


(d)          Any
Lender may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No
such assignment shall release the transferor Lender from its obligations hereunder. Promptly upon being notified in writing of
such transfer, the Administrative Agent shall notify the Borrower thereof.


 


(e)          No
Assignee or Participant of any Lender’s rights shall be entitled to receive any greater payment under Section 11.3 or 11.4
than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made by reason
of the provisions of Section 11.2, 11.3(e) or 11.4 requiring such Lender to designate a different Applicable Lending Office under
certain circumstances or the circumstances giving rise to such greater payment did not exist at the time of the transfer or except
to the extent such entitlement to receive a greater payment results from a change in law that occurs after such Assignee or Participant
acquired the applicable interest.




 






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(f)           The
Administrative Agent, acting as non-fiduciary agent (solely for this purpose) of the Borrower, shall maintain at one of its offices
in New York City, New York a copy of each Assignment and Assumption delivered to it and a register (the “Register”)
for the recordation of the names and addresses of the Lenders, and the Commitments of, and the principal amount (and stated interest
thereon) of the Loans owing to each Lender from time to time. The entries in the Register shall be conclusive absent manifest
error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as the owner
of a Loan or Note hereunder as the owner thereof for all purposes of this Agreement, notwithstanding any notice to the contrary.
Any assignment of any Loan or Note hereunder shall be effective only upon appropriate entries with respect thereto being made
in the Register. If any assignment or transfer of all or any part of a Loan that is then evidenced by a Note is made, such assignment
or transfer shall be registered on the Register only upon surrender for registration of assignment or transfer of the related
Note, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof,
and thereupon one or more new Note(s) in the same aggregate principal amount shall be issued to the designated Assignee(s) (and,
if applicable, assignor) and the old Note shall be returned to the Borrower marked “cancelled”. The Register shall
be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
The Administrative Agent shall provide to the Collateral Agent from time to time at the request of the Collateral Agent information
related to the Lenders (including, without limitation, all wire instructions and other information necessary for distributions
to the Lenders hereunder).


 





Section
12.7         Collateral; QP Status. Each of the Lenders represents to the Administrative Agent, the Collateral Agent, each of
the other Lenders, and the Borrower that (i) it (and each account for which it is acquiring a Loan) is a “qualified purchaser”
for purposes of Section 3(c)(7) of the Investment Company Act and (ii) it in good faith (and in reliance on the accuracy as to
factual matters of the representations contained in the first two sentences of Section 4.10) is not relying upon any Margin Stock
as collateral in the extension or maintenance of the credit provided for in this Agreement. For the avoidance of doubt, the parties
hereunder intend that the advances made pursuant to this Agreement constitute loans and not securities.


 





Section
12.8          Governing Law; Submission to Jurisdiction.


 


(a)           THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


  






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(b)           Any
legal action or proceeding with respect to this Agreement or any other Loan Document and any action for enforcement of any judgment
in respect thereof may be brought in the courts of the State of New York sitting in the Borough of Manhattan or of the United
States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby
accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid
courts and appellate courts from any thereof. Each party hereto irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the hand delivery, or mailing of copies thereof by registered or certified
mail, postage prepaid, to each party hereto at its respective address on the signature pages hereto. Each party hereto hereby
irrevocably waives, to the extent permitted by Applicable Law, any objection which it may now or hereafter have to the laying
of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Loan
Document brought in the courts referred to above and hereby further irrevocably waives, to the extent permitted by Applicable
Law, and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum. Nothing herein shall affect the right of either Agent, any Lender, any holder of a Note to serve
process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any
other jurisdiction.


 





Section
12.9          Marshalling; Recapture. Neither the Administrative Agent, the Collateral Agent nor any Lender shall be under any
obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations.
To the extent any Lender receives any payment by or on behalf of the Borrower, which payment or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Borrower or its estate, trustee,
receiver, custodian or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to
the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by the amount
so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Borrower to such Lender,
as of the date such initial payment, reduction or satisfaction occurred.


 





Section
12.10        Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement
constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof. This Agreement shall become effective upon receipt by the Administrative
Agent of counterparts hereof signed by each of the parties hereto (which counterparts may be delivered by facsimile or email transmission).
The parties agree that this Agreement may be electronically signed and that such electronic signatures appearing on this Agreement
are the same as handwritten signatures for purposes of validity, enforceability and admissibility.


 





Section
12.11       Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT,
THE COLLATERAL AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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Section
12.12         Survival. All indemnities set forth herein shall survive the execution and delivery of this Agreement and the
other Loan Documents, any assignment pursuant to Section 12.6 and the making and repayment of the Loans hereunder.


 


Section
12.13        Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any domestic or foreign
branch office, subsidiary or affiliate of such Lender.


 





Section
12.14       Limitation of Liability. No claim may be made by the Borrower, the Services Provider or any other Person against
the Administrative Agent, the Collateral Agent or any Lender or the affiliates, directors, officers, employees, attorneys or agents
of any of them for any consequential or punitive damages in respect of any claim for breach of contract or any other theory of
liability arising out of or related to the transactions contemplated by this Agreement or by the other Loan Documents, or any
act, omission or event occurring in connection therewith; and each of the Borrower and the Services Provider hereby waives, releases
and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist
in its favor.


 


Section
12.15        Recourse; Non-Petition.


 


(a)          All
obligations, covenants and agreements of Borrower contained in or evidenced by this Agreement, the Notes and any Loan Document
shall be fully recourse to the Borrower and each and every asset of Borrower. Notwithstanding the foregoing, no recourse under
or upon any obligation, covenant, or agreement contained in this Agreement, the Notes or any Loan Document shall be had against
any officer, director, limited liability company manager, limited partner, member, agent or employee (solely by virtue of such
capacity) of the Borrower (a “Non-Recourse Party”) and no such Non-Recourse Party shall be personally liable for payment
of the Loans or other amounts due in respect thereof (all such liability being expressly waived and released by each Lender and
the Agents).


 


(b)          Each
Lender and each Agent hereby agrees that it will not institute against the Borrower any proceeding seeking a judgment of insolvency
or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights,
present a petition for the winding-up or liquidation of the Borrower or seek the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official for the Borrower or for all or substantially all
of the assets of the Borrower prior to the date that is one year and one day (or, if longer, the applicable preference period
then in effect) after the payment in full of all Obligations and any securities issued by the Borrower that refinance any of the
Obligations. Additionally, none of the Borrower shall be entitled to petition or take any other steps for the winding up or bankruptcy
of the other of the Borrower. In the event that, notwithstanding the provisions of this Agreement and the other Loan Documents
relating to “non-petition” of the Borrower, the Borrower becomes a debtor in a bankruptcy case by the involuntary
petition of any other Person, of the Borrower hereby covenants to contest any such petition to the fullest extent permitted by
law. The obligations under this Section 12.15(b) shall survive the termination of this Agreement and the payment of the Obligations.


  



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 Section
12.16           Confidentiality.


 


(a)          
Each of the Lenders and the Agents agrees that it shall maintain confidentiality with regard to nonpublic information concerning
the Borrower, the Collateral Loans, any Obligor, the Retention Provider or the Services Provider obtained pursuant to or in connection
with this Agreement or any other Loan Document; provided that the Lenders and the Agents shall not be precluded from making
disclosure regarding such information: (i) to the Lenders’ and Agents’ counsel, accountants and other professional
advisors (it being understood that the Persons to which such disclosure is made will be informed of the confidential nature of
such information and instructed to keep such information confidential); (ii) to officers, directors, employees, examiners,
agents and partners of each Lender and the Agents and their Affiliates who need to know such information in accordance with customary
practices for Lenders of such type (it being understood that the Persons to which such disclosure is made will be informed of
the confidential nature of such information and instructed to keep such information confidential); (iii) in response to a
subpoena or order of a court or governmental agency or regulatory authority (including bank examiners); (iv) to any entity
participating or considering participating in any credit made under this Agreement, (provided that the Lenders and Agents
shall require that any such entity agree in writing to be subject to this Section 12.16, however, the Lenders and Agents
shall have no duty to monitor any participating entity and shall have no liability in the event that any participating entity
violates this Section 12.16); (v) as required by law or legal process, GAAP or applicable regulation; (vi) as reasonably
necessary in connection with the exercise of any remedy hereunder or under any other Loan Document to the extent the Person that
receives such information agrees in writing to be subject to this Section 12.16; (vii) to any Rating Agency then rating the Loans
or any Conduit Rating Agency; or (viii) to any Program Manager, Conduit Support Provider or administrator of a CP Lender or Affiliate
thereof who needs to know such information (provided that each such Person referred to in this clause (viii) agrees to
be bound by the terms of this confidentiality agreement). In connection with enforcing its rights pursuant to this Section 12.16,
the Borrower shall be entitled to seek the equitable remedies of specific performance and injunctive relief against the Agents,
any Lender or any subsequent party that agrees to be bound hereto which shall breach the confidentiality provisions of this Section 12.16.


 


(b)           Notwithstanding
any contrary agreement or understanding, the Services Provider, the Borrower, the Agents and the Lenders (and each of their respective
employees, representatives or other agents) may disclose to any and all Persons the tax treatment and tax structure of the transactions
contemplated by this Agreement (and, for the avoidance of doubt, only those transactions contemplated by this Agreement) and all
materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and
tax structure. The foregoing provision shall apply from the beginning of discussions between the parties hereto. For this purpose,
the tax treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal,
state or local law, and the tax structure of a transaction is any fact that may be relevant to understanding the purported or
claimed U.S. tax treatment of the transaction under applicable U.S. federal, state or local law.


 


Section
12.17            Special Provisions Applicable to CP Lenders.


 


(a)          
Each of the parties hereto (each, a “Restricted Person”) hereby covenants and agrees that it will not institute
against any CP Lender, or encourage, cooperate with or join any other Person in instituting against any CP Lender, any
proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other
similar law affecting creditors’ rights, present a petition for the winding up or liquidation of any CP Lender or seek
the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official
for any CP Lender or for all or substantially all of its assets prior to the date that is two years and a day (or, if longer,
the applicable preference period then in effect) after the last day on which any Commercial Paper Notes shall have been outstanding.
The provisions of this Section 12.17(a) shall survive the termination of this Agreement and the payment of the Obligations.


 






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(b)           Provided
that a Restricted Person has complied with Section 12.17(a), nothing in clause (a) above shall limit the right of such Restricted
Person to file any claim in or otherwise take any action with respect to any proceeding of the type described in clause (a)
above that was instituted against any CP Lender by any person other than such Restricted Person.


 


(c)          
Notwithstanding anything to the contrary contained herein, the obligations of any CP Lender under this Agreement are solely
the corporate obligations of such CP Lender and, in the case of obligations of any CP Lender other than Commercial Paper
Notes, shall be payable at such time as funds are received by or are available to such CP Lender in excess of funds necessary
to pay in full all outstanding Commercial Paper Notes or other short-term funding backing its Commercial Paper Notes and, to the
extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such
CP Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101
of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes and other
short-term funding backing its Commercial Paper Notes. The provisions of this Section 12.17(c) shall survive the termination of
this Agreement and the payment of the Obligations.


 


(d)           No
recourse under any obligation, covenant or agreement of any CP Lender contained in this Agreement shall be had against any
incorporator, stockholder, officer, director, employee or agent of such CP Lender or any agent of such CP Lender or
any of their Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable
proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate
obligation of any such CP Lender individually, and that no personal liability whatever shall attach to or be incurred by
any incorporator, stockholder, officer, director, employee or agent of such CP Lender or any agent thereof or any of their
Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements
of such CP Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches
by any CP Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule
or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition
of and in consideration for the execution of this Agreement; provided that the foregoing shall not relieve any such Person
from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of
this Section 12.17(d) shall survive termination of this Agreement and the payment of the Obligations.


 


(e)          
Each CP Lender may act hereunder by and through its Program Manager, its administrator or its funding agent, as applicable.


 






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(f)           
Each of the parties hereto waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness
at any time held or owing thereby to or for the credit or the account of any CP Lender against and on account of the obligations
and liabilities of such CP Lender to such party under this Agreement. The provisions of this Section 12.17(f) shall survive the
termination of this Agreement and the payment of the Obligations.


 


(g)          
Notwithstanding anything to the contrary herein, each CP Lender may disclose to its respective Conduit Support Providers, any
Affiliates of any such party and governmental authorities having jurisdiction over such CP Lender, Conduit Support Provider, any
Affiliate of such party and any Conduit Rating Agency (including its professional advisors), the identities of (and other material
information regarding) the Borrower, any other obligor on, or in respect of, a Loan made by such CP Lender, Collateral for such
Loan and any of the terms and provisions of the Loan Documents that it may deem necessary or advisable.


 


(h)          
No pledge and/or collateral assignment by any CP Lender to a Conduit Support Provider of an interest in the rights of such CP
Lender in any Loan made by such CP Lender and the Obligations shall constitute an assignment and/or assumption of such CP Lender’s
obligations under this Agreement, such obligations in all cases remaining with such CP Lender. Moreover, any such pledge and/or
collateral assignment of the rights of such CP Lender shall be permitted hereunder without further action or consent and any such
pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Lender’s right hereunder
notwithstanding anything to the contrary in this Agreement.


 


Section
12.18           Direction of Collateral Agent By executing this
Agreement, each Lender hereby consents to the terms of this Agreement and to the Collateral Agent’s execution and delivery
of this Agreement and the other Loan Documents to which it is a party, and acknowledges and agrees that the Collateral Agent shall
be fully protected in relying upon the foregoing consent and direction and hereby releases the Collateral Agent and its respective
officers, directors, agents, employees and shareholders, as applicable, from any liability for complying with such direction,
except as a result of the bad faith, gross negligence or willful misconduct of the Collateral Agent.


 


Section
12.19           Borrowings/Loans Made in the Ordinary Course of Business.
The Borrower and each Lender, each as to itself only, represents, warrants and covenants that each payment by the Borrower to
such Lender under this Agreement will have been made (i) in payment of a debt incurred by the Borrower or a loan made by such
Lender, respectively, and (ii) in the ordinary course of business or financial affairs of the Borrower and each Lender.


 


Section
12.20           Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding
among any parties to any Loan Document, each party hereto acknowledges that any liability of any EEA Financial Institution arising
under any Loan Document, other than an Excluded Liability, may be subject to the Write-Down and Conversion Powers of an EEA Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 






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(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such liability including, without limitation, a reduction in any accrued or
unpaid interest in respect of such liability;


 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)        the
variation of the terms of any Loan Document to give effect to the exercise of the Write-Down and Conversion Powers of any EEA
Resolution Authority.


 


Section
12.21            PATRIOT Act. Each Lender that is subject to the
requirements of the PATRIOT Act notifies the Borrower that, pursuant to the requirements of the PATRIOT Act, it is required to
obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower
and other information that will allow such Lender to identify the Borrower in accordance with the PATRIOT Act.


 


Section
12.22            Severability. If any provision of this Agreement
is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such
provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part of this Credit Agreement, and the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this
Agreement, unless such continued effectiveness of this Agreement, as modified, would be contrary to the basic understandings and
intentions of the parties as expressed herein. If any provision of this Agreement shall conflict with or be inconsistent with
any provision of any of the other Loan Documents, then the terms, conditions and provisions of this Agreement shall prevail.


 


Section
12.23            Acknowledgement Regarding Any Supported QFCs. To
the extent that this Agreement provides support, through a guarantee or otherwise, for Interest Hedge Agreements or any other
agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance
Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect
of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Agreement and any
Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 



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(a)          
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to
a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under this Agreement that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised
against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under
the U.S. Special Resolution Regime if the Supported QFC and this Agreement were governed by the laws of the United States or a
state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 


 (b)           As
used in Section 12.23(a), the following terms have the following meanings:


 


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


 


“Covered
Entity” means any of the following:


 


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


 


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


 


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


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 


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


 






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ARTICLE
XIII 



ASSIGNMENT OF CORPORATE SERVICES AGREEMENT AND SALE AND CONTRIBUTION AGREEMENT


 


Section
13.1          Assignment of Corporate Services Agreement and Sale and Contribution
Agreement.


 


(a)         
The Borrower hereby acknowledges that its Grant pursuant to the Granting Clause hereof includes all of the Borrower’s estate,
right, title and interest in, to and under the Corporate Services Agreement and the Sale and Contribution Agreement including
(i) the right to give all notices, consents and releases thereunder, (ii) the right to take any legal action upon the breach
of an obligation of the Services Provider under the Sale and Contribution Agreement or the Seller under the Sale and Contribution
Agreement, including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive
all notices, accountings, consents, releases and statements thereunder and (iv) 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 Agents shall not have the authority to exercise any of the rights set forth in (i) through (iv) above or that may otherwise
arise as a result of the Grant until the occurrence of an Event of Default hereunder and such authority shall terminate at such
time, if any, as such Event of Default is cured or waived (so long as the exercise of remedies has not commenced or such Event
of Default has been waived following the commencement of the exercise of remedies).


 


(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 Corporate Services Agreement, Sale and Contribution Agreement
or the other documents referred to in clause (a) above, nor shall any of the obligations contained in Corporate Services Agreement,
or such other documents be imposed on the Agents.


 


(c)         
Upon the occurrence of the Stated Maturity (or, if earlier, the payment in full of all of the Obligations), the payment of all
amounts required to be paid pursuant to the Priority of Payments and the release of the Collateral from the lien of this Agreement,
this assignment and all rights herein assigned to the Collateral Agent for the benefit of the Lenders shall cease and terminate
and all the estate, right, title and interest of the Collateral Agent in, to and under the Corporate Services Agreement, the Sale
and Contribution Agreement and the other documents referred to in this Section 13.1 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 it has not executed any other assignment of the Corporate Services Agreement or the Sale and Contribution
Agreement.


 


(e)         
The Borrower agrees that this assignment is irrevocable until the Obligations have been repaid in full, 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 may be necessary to continue and maintain the effectiveness of such assignment.


 






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(f)          
The Borrower hereby agrees, and hereby undertakes to obtain the agreement and consent of the Services Provider in the Corporate
Services Agreement and, as applicable, the Seller in the Sale and Contribution Agreement, to the following:


 


(i)          The
Services Provider shall consent to the provisions of this assignment and agree to perform any provisions of this Agreement applicable
to the Services Provider subject to the terms of the Corporate Services Agreement, and the Seller shall consent to the provisions
of this assignment and agree to perform any provisions of this Agreement applicable to the Seller subject to the terms of the
Sale and Contribution Agreement.


 


(ii)         The
Services Provider shall acknowledge that the Borrower is collaterally assigning all of its right, title and interest in, to and
under the Corporate Services Agreement to the Collateral Agent for the benefit of the Secured Parties, and the Seller shall acknowledge
that the Borrower is collaterally assigning all of its right, title and interest in, to and under the Sale and Contribution Agreement
to the Collateral Agent for the benefit of the Secured Parties, in each case subject to the proviso in Section 13.1(a).


 


(iii)        The
Services Provider shall deliver to the Agents copies of all notices, statements, communications and instruments delivered or required
to be delivered by the Services Provider to the Borrower pursuant to the Corporate Services Agreement, and the Seller shall deliver
to the Agents copies of all notices, statements communications and instruments delivered or required to be delivered by the Seller
to the Borrower pursuant to the Sale and Contribution Agreement.


 


(iv)        Neither
the Borrower nor the Services Provider will enter into any agreement amending, modifying or terminating the Corporate Services
Agreement without complying with the applicable terms thereof, and neither the Borrower nor the Seller will enter into any agreement
amending, modifying or terminating the Sale and Contribution Agreement without complying with the applicable terms thereof.


 


(v)         Both
the Services Provider and the Seller agree not to cause the filing of a petition in bankruptcy against the Borrower for the nonpayment
of the fees or other amounts payable by the Borrower to the Services Provider under the Corporate Services Agreement or to the
Seller under the Sale and Contribution Agreement, as applicable, until the payment in full of all of the Obligations and the expiration
of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this
Section 13.1 shall preclude, or be deemed to stop, the Services Provider or the Seller (i) from taking any action prior to the
expiration of the aforementioned 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 Services Provider, the Seller or any of their
respective Affiliates or (ii) 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.


 






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(vi)        In
exercising its discretion under the Loan Documents, the Services Provider shall, and shall ensure that the Parent’s investment
advisor will, act in accordance with their generally applicable policies regarding conflicts of interest.


 


ARTICLE
XIV 



THE DOCUMENT CUSTODIAN


 


Section
14.1              The Document Custodian.


 


(a)         
Appointment. Cortland Capital Market Services LLC is hereby appointed as Document Custodian in accordance for the terms
herein. The Document Custodian hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto
set forth herein for the benefit of the Secured Parties until its removal or resignation as Document Custodian pursuant to the
terms hereof. The Administrative Agent hereby designates and appoints the Document Custodian to act as its agent and hereby authorizes
the Document Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly
granted to the Document Custodian by this Agreement. The rights, protections, immunities and indemnities afforded to the Collateral
Agent under this Agreement shall also be afforded to the Document Custodian.


 


(b)          Delivery
of Related Contracts. In connection with each Collateral Loan included in the Collateral as of the Closing Date, and promptly
following the acquisition of a Collateral Loan after the date hereof, the Borrower shall deliver, or cause to be delivered, to
the Document Custodian the Related Contracts in respect of each Collateral Loan in physical or electronic form, as applicable;
provided that for the avoidance of doubt, any Related Contracts which constitute securities required to be delivered by
the Borrower under Section 8.7(b) or (c) shall be delivered to the Custodian in accordance with such Section. In connection with
delivery of any Related Contracts to the Document Custodian for any Collateral Loan, the Borrower (or the Services Provider on
behalf of the Borrower) shall deliver a Document Checklist (or, if applicable, an updated Document Checklist) for such Collateral
Loan. All Related Contracts that are delivered to the Document Custodian shall be delivered to the Document Custodian at its document
custody office located Cortland Capital Market Services LLC, 225 W. Washington St., 9th Floor, Chicago, IL 60606, Attention: Doc
Custody and Legal Department, or at such other office as shall be specified to the Borrower, the Services Provider, the Collateral
Agent and the Administrative Agent by the Document Custodian in a written notice prior to such change (such office, the “Document
Custodian Office”). The Document Custodian shall have no obligation to review or monitor any Related Contracts but shall
only be required to hold those Related Contracts received by it in safekeeping.


 


(c)          
Duties. From the Closing Date until its resignation or removal pursuant to Section 14.9, the Document Custodian shall perform
the following duties and obligations:


 






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(i)           The
Document Custodian shall accept delivery and retain custody of the Related Contracts listed on the related Document Checklist
delivered by the Borrower pursuant to clause (b) above in accordance with the terms and conditions of this Agreement, all for
the benefit of the Secured Parties. All Related Contracts shall be kept in fire resistant vaults, rooms or cabinets at the Document
Custodian Office. All Related Contracts shall be placed together with an appropriate identifying label and maintained in such
a manner so as to permit retrieval and access. The Document Custodian shall segregate the Related Contracts on its inventory system
and will not commingle the physical Related Contracts with any other files of the Document Custodian other than those, if any,
relating to the Borrower and its subsidiaries.


 


(ii)          In
taking and retaining custody of the Related Contracts, the Document Custodian shall be deemed to be acting as the agent of the
Secured Parties; provided that, the Document Custodian makes no representations as to the existence, perfection, enforceability
or priority of any Lien on the Related Contracts or the instruments therein or as to the adequacy or sufficiency of such Related
Contracts; provided further that the Document Custodian’s duties shall be limited to those expressly contemplated
herein.


 


(iii)         On
and after the Closing Date, the Document Custodian shall provide the Collateral Agent, the Administrative Agent, the Borrower
and the Services Provider access to an electronic database maintained by the Document Custodian, which such database shall identify
the Related Contracts delivered to the Document Custodian per the Document Checklist.


 


(iv)        Notwithstanding
any provision to the contrary elsewhere in the Loan Documents, the Document Custodian shall not have or be deemed to have any
fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions,
obligations or responsibilities shall be read into this Agreement, the other Loan Documents or otherwise exist against the Document
Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties
hereto that the Document Custodian shall not be required to exercise any discretion hereunder and shall have no investment or
management responsibility. The Document Custodian shall not be deemed to assume any obligations or liabilities of the Borrower,
the Administrative Agent or Collateral Agent hereunder or under any other Loan Document.


 


(v)         
After the occurrence and during the continuance of an Event of Default, the Document Custodian agrees to cooperate with the Collateral
Agent (acting at the direction of the Majority Lenders) and promptly deliver any Related Contracts to the Collateral Agent as
requested in order to take any action that the Majority Lenders deem necessary or desirable in order for the Collateral Agent
to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them
to exercise or enforce any of their respective rights hereunder. In the event the Document Custodian receives instructions from
the Services Provider or the Borrower which conflict with any instructions received from the Collateral Agent (acting at the direction
of the Majority Lenders) at any time other than following the occurrence and during the continuance of an Event of Default, the
Document Custodian shall rely on and follow the instructions given by the Collateral Agent. After the occurrence and during the
continuance of an Event of Default, the Document Custodian shall rely on and follow only the instructions given by the Collateral
Agent and shall not follow any instructions given by the Borrower or the Services Provider.


 






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(vi)        The
Collateral Agent or the Administrative Agent (each acting at the direction of the Majority Lenders) may direct the Document Custodian
in writing to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the actions
specifically delegated to the Document Custodian hereunder, the Document Custodian shall not be required to take any such incidental
action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining
from acting) upon the direction of the Collateral Agent or Administrative Agent, as applicable; provided that the Document
Custodian shall not be required to take any such action at the direction of the Administrative Agent, the Collateral Agent, any
Secured Party or otherwise if the taking of such action, in the reasonable determination of the Document Custodian, (x) shall
be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Document Custodian
to liability hereunder (unless it has been provided with an indemnity agreement (including the indemnity provisions contained
herein and in the other Loan Documents) which it reasonably deems to be satisfactory with respect thereto). In the event the Document
Custodian requests the consent of the Administrative Agent or Collateral Agent, as applicable, and the Document Custodian does
not receive a consent (either positive or negative) from the Administrative Agent or the Collateral Agent, as applicable, within
10 Business Days of its receipt of such request, then the Administrative Agent or the Collateral Agent, as applicable, shall be
deemed to have declined to consent to the relevant action.


 


(vii)       The
Document Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction
of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Document Custodian
or the Administrative Agent or Collateral Agent. The Document Custodian shall not be deemed to have notice or knowledge of any
matter hereunder, including an Event of Default, unless an Administrative Officer of the Document Custodian has . received written
notice from a Lender or the Borrower referring to this Agreement, describing such Event of Default, and stating that such notice
is a “Notice of Event of Default.” In the absence of receipt of such notice, the Document Custodian may conclusively
assume that there is no Event of Default.


 


Section
14.2             Document Custodian Compensation. As compensation
for its custodial activities hereunder, the Document Custodian shall be entitled to compensation from the Borrower as set forth
in the Document Custodian Fee Letter. The Document Custodian’s entitlement to receive such compensation shall cease on the
earlier to occur of (i) the effective date of its removal as Document Custodian pursuant to Section 14.9 of this Agreement, (b)
the effective date of its resignation as Document Custodian pursuant to Section 14.9 of this Agreement or (c) the termination
of this Agreement; provided that, for the avoidance of doubt, the Document Custodian shall remain entitled to receive,
as and when such amounts are payable under the terms of this Agreement, any unpaid fees prior to the release of all Related Contracts
from the custody of the Document Custodian.


 






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Section
14.3              Limitation on Liability.


 


(a)          
The Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion,
notice, instruction, statement, request, waiver, consent, report, letter or other document delivered to it and that in good faith
it reasonably believes to be genuine and that has been signed by the proper party or parties. The Document Custodian shall not
be bound to make any independent investigation into the facts or matters stated in any such notice, instruction, statement certificate,
request, waiver, consent, opinion, report, receipt or other paper or document. The Document Custodian may rely conclusively on
and shall be fully protected in acting upon the written instructions of the Administrative Agent or the Collateral Agent, as applicable,
and no party shall have any right of action whatsoever against the Document Custodian as a result of the Document Custodian acting
or (where so instructed) refraining from acting hereunder in accordance with the instructions of the Administrative Agent or the
Collateral Agent. The Document Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall
be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.


 


(b)           Neither
the Document Custodian nor any of its directors, officers, agents, or employees shall be liable for any error of judgment, or
for any action taken or omitted to be taken by it or them as Document Custodian under or in connection with this Agreement, except
for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court
of competent jurisdiction).


 


(c)          
The Document Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in
this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability
of the Related Contracts, the Collateral Loans or any other Collateral, and will not be required to and will not make any representations
as to the validity or value of any of the Collateral.


 


(d)           It
is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability
for the obligations of the other parties hereto or any other Loan Document. In case any reasonable question arises as to its duties
hereunder, the Document Custodian may, prior to the occurrence of an Event of Default, request instructions from the Borrower
or the Services Provider and may, after the occurrence of an Event of Default, request instructions from the Administrative Agent
or the Collateral Agent (each on behalf of the Majority Lenders), and shall be entitled at all times to refrain from taking any
action unless it has received instructions from such Persons, as applicable. The Document Custodian shall in all events have no
liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent or
the Collateral Agent. In no event shall the Document Custodian be liable for punitive, special, indirect or consequential loss
or damage of any kind whatsoever (including but not limited to lost profits), even if the Document Custodian has been advised
of the likelihood of such loss or damage and regardless of the form of action.


 






    168


     


    

 


(e)          
The Document Custodian shall have no responsibilities or duties with respect to any Related Contract while such Related Contract
is not in its possession.


 


Section
14.4             Document Custodian Resignation. Upon the effective
date of the Document Custodian’s resignation pursuant to Section 14.9, or if the Document Custodian is given written notice
of an earlier termination hereof pursuant to Section 14.9, the Document Custodian shall (i) deliver all of the Related Contracts
in the possession of Document Custodian to the successor Document Custodian, and (ii) be reimbursed for any costs and expenses
Document Custodian shall incur in connection with the termination of its duties under this Agreement.


 


Section
14.5              Release of Documents.


 


(a)          
Release for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Related Contracts
or the related Collateral, so long as no Event of Default then exists, the Document Custodian is hereby authorized (unless and
until such authorization is revoked by the Administrative Agent), upon written receipt from an authorized representative of the
Services Provider (as listed on Exhibit K, as such exhibit may be amended from time to time by the Services Provider with notice
to the Administrative Agent, the Collateral Agent and the Document Custodian) of a request for release of documents and receipt
in the form annexed hereto as Exhibit H, to release to the Services Provider within five Business Days of receipt of such request,
the relevant Related Contracts set forth in such request. All documents so released to the Services Provider shall be held by
the Services Provider in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties in accordance with the
terms of this Agreement. The Services Provider shall return to the Document Custodian the Related Contracts when the Services
Provider’s need therefor in connection with such enforcement or servicing no longer exists, unless the relevant Collateral
shall be liquidated, in which case, an authorized representative of the Services Provider (as listed on Exhibit K, as such exhibit
may be amended from time to time by the Services Provider with notice to the Administrative Agent, the Collateral Agent and the
Document Custodian) shall deliver an additional request for release of documents to the Document Custodian and receipt certifying
such liquidation from the Services Provider to the Collateral Agent and the Document Custodian, all in the form annexed hereto
as Exhibit H.


 


(b)          Limitation
on Release. During the occurrence and continuance of an Event of Default, the foregoing clause (a) with respect to the release
to the Services Provider of the Related Contracts by the Document Custodian upon written receipt from an authorized representative
of the Services Provider of a request for release of documents and receipt in the form annexed hereto as Exhibit H, shall be operative
only to the extent that the Administrative Agent (acting at the direction of the Majority Lenders) has consented to such release
by signing such request. Promptly after delivery to the Document Custodian of any request for release of documents in the form
of Exhibit H, the Services Provider shall provide notice of the same to the Administrative Agent.


 






    169


     


    

 


(c)          
Release for Payment. Upon receipt by the Document Custodian of the Services Provider’s request for release of documents
and receipt in the form annexed hereto as Exhibit H (which certification shall include a statement to the effect that all amounts
received in connection with any liquidation have been credited to the Collection Account), the Document Custodian shall promptly
release the relevant Related Contracts to the Services Provider.


 


(d)          Shipment
of Related Contracts. Written instructions as to the method of shipment and shipper(s) the Document Custodian is requesting
to utilize in connection with the transmission of Related Contracts in the performance of the Document Custodian’s duties
hereunder shall be delivered by the Borrower, the Services Provider or the Majority Lenders to the Document Custodian prior to
any shipment of any Related Contracts hereunder. The Services Provider shall arrange for the provision of such services at the
cost and expense of the Borrower (or, at the Document Custodian’s option, the Borrower shall reimburse the Document Custodian
for all reasonable and documented costs and expenses of the Document Custodian consistent with such instructions) and shall maintain
such insurance against loss or damage to the Related Contracts as the Services Provider deems appropriate.


 


Section
14.6             Return of Related Contracts. An authorized
representative of the Services Provider (as listed on Exhibit K, as such exhibit may be amended from time to time by the Services
Provider with notice to the Administrative Agent, the Collateral Agent and the Document Custodian) may request that the Document
Custodian return each Related Contract that is (a) delivered to the Document Custodian in error or (b) released from the Lien
of the Collateral Agent hereunder pursuant to the terms of this Agreement, in each case by submitting to the Document Custodian
and the Collateral Agent a written request in the form of Exhibit H hereto (signed by both the Borrower and the Administrative
Agent) specifying the Related Contracts to be so returned and reciting that the conditions to such release have been met (and
specifying the Section or Sections of this Agreement being relied upon for such release). The Document Custodian shall upon its
receipt of each such request in the form of Exhibit H promptly, but in any event within five Business Days, return the Related
Contracts so requested to the Services Provider.


 


Section
14.7              Access to Certain Documentation and Information
Regarding the Related Contracts. The Document Custodian shall provide to the Majority Lenders, the Administrative Agent and
the Collateral Agent access to the Related Contracts including in such cases where the Collateral Agent is required in connection
with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such
documentation, such access being afforded at the expense of the Borrower pursuant to the this Agreement and only (a) upon two
Business Days prior written request, (b) during normal business hours and (c) subject to the Document Custodian’s normal
security and confidentiality procedures. Without limiting the foregoing provisions of this Section 14.7, from time to time on
request of the Administrative Agent, the Document Custodian shall permit certified public accountants or other auditors acceptable
to the Administrative Agent (acting at the direction of the Majority Lenders) to conduct, at the expense of the Borrower, a review
of the Related Contracts; provided that prior to the occurrence of an Event of Default, such review shall be conducted
no more than once in any calendar year.


 


Section
14.8             Custodian Agent. The Document Custodian agrees
that, with respect to any Related Contracts at any time or times in its possession, the Document Custodian shall be the agent
of the Collateral Agent, for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected)
the Collateral Agent’s security interest in the Collateral and for the purpose of ensuring that such security interest is
entitled to first priority status under the UCC.


 






    170


     


    

 


Section
14.9              Removal and Resignation.


 


(a)          
Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the
Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt
of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance
of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it
is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor
Document Custodian has been appointed and has agreed to act as Document Custodian hereunder.


 


(b)           Document
Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery
to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If
no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a
resigning Document Custodian’s notice of resignation, the resigning Document Custodian’s resignation shall nevertheless
thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder
until such time, if any, as the Collateral Agent appoints a successor Document Custodian Upon the effective date of such resignation,
or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall
(i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under
this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative
Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request
in the form of Exhibit H.


 


For
the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance
with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section
14.9.


 


[Remainder
intentionally left blank]




    171


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.





	 	ORCC II FINANCING II LLC,	 
	 	as Borrower	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	 
	 	Title:	 



 


	 	Address for notices:
	 	 
	 	399 Park Avenue, 38th Floor
	 	New York, New York 10022
	 	Attention: Bryan Cole
	 	Email: bryan@owlrock.com
	 	Phone: (212) 419-3035



 


[Signature
Page to the Credit Agreement]


 




     



     


    

 





	 	Agents:	 
	 	 	 
	 	NATIXIS, NEW YORK BRANCH,	 
	 	as Administrative Agent	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	 
	 	Title:	 


 





	 	By: 	 	 
	 	Name:	 
	 	Title:	 


 





	 	Address for notices:
	 	 
	 	Natixis, New York Branch
	 	1251 Avenue of the Americas, 4th Floor
	 	New York, New York 10020
	 	Attention: Evelyn Moesch Clarke
	 	Tel.: (212) 891-5879
	 	Email: evelyn.clarke@natixis.com;

    scsgnotices@natixis.com;
	 	adminagency@natixis.com


 






[Signature
Page to the Credit Agreement]


 




     



     


    

 





	 	STATE STREET BANK AND TRUST COMPANY,	 
	 	as Collateral Agent, Collateral
    Administrator and Custodian	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	 
	 	Title:	 


 





	 	Address for notices to Collateral
    Agent, Collateral Administrator and Custodian:
	 	 
	 	State Street Bank and Trust Company
	 	Attention: Structured Trust & Analytics
	 	Mail Stop: JAB0577
	 	1776 Heritage Drive
	 	North Quincy, MA 02171
	 	Tel.: (617) 662-9840
	 	Facsimile No.: (617) 937-4358
	 	Email: scott.berry@statestreet.com


 














[Signature
Page to the Credit Agreement]


 




     



     


    

 





	 	CORTLAND CAPITAL MARKET SERVICES
    LLC,	 
	 	as Document Custodian	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	 
	 	Title:	 


 





	 	Address for notices to Document
    Custodian:
	 	 
	 	225 W. Washington St., 9th Floor
	 	Chicago, IL 60606
	 	Attention: Doc Custody and Legal Department
	 	Facsimile No.: 312-378-0751
	 	Email: DocCustody@cortlandglobal.com;
    

    legal@cortlandglobal.com
	 	 
	 	with a copy to:
	 	 
	 	Holland & Knight LLP
	 	150 N. Riverside Plaza, Suite 2700
	 	Chicago, IL 60606
	 	Attention: Josh Spencer
	 	Email: joshua.spencer@hklaw.com




 


[Signature
Page to the Credit Agreement]


 




     



     


    

 


 





	 	NATIXIS, NEW YORK BRANCH,	 
	 	as the initial Revolving Lender	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	 
	 	Title:	 


 





	 	By: 	 	 
	 	Name:	 
	 	Title:	 


 





	 	Address for notices:
	 	 
	 	Natixis, New York Branch
	 	1251 Avenue of the Americas, 4th Floor
	 	New York, New York 10020
	 	Attention: Evelyn Moesch Clarke
	 	Tel.: (212) 891-5879
	 	Email: evelyn.clarke@natixis.com; 

    scsgnotices@natixis.com;
	 	adminagency@natixis.com




 


[Signature
Page to the Credit Agreement]


 




     



     


    

 


SCHEDULE
A


 


Approved
Appraisal Firms


 


1.       Houlihan
Lokey, Inc.


 


2.       Duff
 & Phelps LLC


 


3.       Murray,
Devine and Company


 


4.       Lincoln
Advisors


 


5.       Valuation
Research Corporation


 




    Schedule A-1



     


    

SCHEDULE
B


S&P
Industry Classifications


	
    1.	1020000	Energy
    Equipment & Services	41.	6030000	Health
    Care Providers & Services
	2.	1030000	Oil,
    Gas & Consumable Fuels	42.	6110000	Biotechnology
	3.	2020000	Chemicals	43.	6120000	Pharmaceuticals
	4.	2030000	Construction
    Materials	44.	7011000	Banks
	5.	2040000	Containers
    & Packaging	45.	7020000	Thrifts
    & Mortgage Finance
	6.	2050000	Metals
    & Mining	46.	7110000	Diversified
    Financial Services
	7.	2060000	Paper
    & Forest Products	47.	7120000	Consumer
    Finance
	8.	3020000	Aerospace
    & Defense	48.	7130000	Capital
    Markets
	9.	3030000	Building
    Products	49.	7210000	Insurance
	10.	3040000	Construction
    & Engineering	50.	7310000	Real
    Estate Management & Development
	11.	3050000	Electrical
    Equipment	51.	7311000	Equity
    REITS
	12.	3060000	Industrial
    Conglomerates	52.	8030000	IT
    Services
	13.	3070000	Machinery	53.	8040000	Software
	14.	3080000	Trading
    Companies & Distributors	54.	8110000	Communications
    Equipment
	15.	3110000	Commercial
    Services & Supplies	55.	8120000	Technology
    Hardware, Storage & Peripherals
	16.	3210000	Air
    Freight & Logistics	56.	8130000	Electronic
    Equipment, Instruments & Components
	17.	3220000	Airlines	57.	8210000	Semiconductors
    & Semiconductor Equipment
	18.	3230000	Marine	58.	9020000	Diversified
    Telecommunication Services
	19.	3240000	Road
    & Rail	59.	9030000	Wireless
    Telecommunication Services
	20.	3250000	Transportation
    Infrastructure	60.	9520000	Electric
    Utilities
	21.	4011000	Auto
    Components	61.	9530000	Gas
    Utilities
	22.	4020000	Automobiles	62.	9540000	Multi-Utilities
	23.	4110000	Household
    Durables	63.	9550000	Water
    Utilities
	24.	4120000	Leisure
    Products	64.	9551701	Diversified
    Consumer Services
	25.	4130000	Textiles,
    Apparel & Luxury Goods	65.	9551702	Independent
    Power and Renewable Electricity Producers
	26.	4210000	Hotels,
    Restaurants & Leisure	66.	9551727	Life
    Sciences Tools & Services
	27.	4300001	Entertainment	67.	9551729	Health
    Care Technology
	28.	4300002	Interactive
    media and services	68.	9612010	Professional
    Services
	29.	4310000	Media	69.	PF1	Project
    finance: industrial equipment
	30.	4410000	Distributors	70.	PF2	Project
    finance: leisure and gaming
	31.	4420000	Internet
    and direct marketing retail	71.	PF3	Project
    finance: natural resources and mining
	32.	4430000	Multiline
    Retail	72.	PF4	Project
    finance: oil and gas
	33.	4440000	Specialty
    Retail	73.	PF5	Project
    finance: power
	34.	5020000	Food
    & Staples Retailing	74.	PF6	Project
    finance: public finance and real estate
	35.	5110000	Beverages	75.	PF7	Project
    finance: telecommunications
	36.	5120000	Food
    Products	76.	PF8	Project
    finance: transport
	37.	5130000	Tobacco	 	 	 
	38.	5210000	Household
    Products	 	 	 
	39.	5220000	Personal
    Products	 	 	 
	40.	6020000	Health
    Care Equipment & Supplies	 	 	 



 



    Schedule B-1



     


    

 


SCHEDULE
C


 


Diversity
Score Calculation


 


The
Diversity Score is calculated as follows:


 


(a)       An
 “Issuer Par Amount” is calculated for each issuer of a Collateral Loan, and is equal to the Aggregate Principal
Balance of all the Collateral Loans issued by that issuer and all affiliates.


 


(b)       An
 “Average Par Amount” is calculated by summing the Issuer Par Amounts for all such issuers, and dividing by
the number of such issuers.


 


(c)       An
 “Equivalent Unit Score” is calculated for each issuer of a Collateral Loan, and is equal to the lesser of (x) one
and (y) the Issuer Par Amount for such issuer divided by the Average Par Amount.


 


(d)       An
 “Aggregate Industry Equivalent Unit Score” is then calculated for each S&P Industry Classification group,
shown on Schedule B, and is equal to the sum of the Equivalent Unit Scores for each such issuer in such S&P Industry
Classification group.


 


(e)       An
 “Industry Diversity Score” is then established for each S&P Industry Classification group, shown on Schedule B,
by reference to the following table for the related Aggregate Industry Equivalent Unit Score; provided that if any Aggregate
Industry Equivalent Unit Score falls between any two such scores, the applicable Industry Diversity Score will be the lower of
the two Industry Diversity Scores:


 


	Aggregate
                                         Industry Equivalent Unit Score
	Industry
                                         Diversity Score
	Aggregate
                                         Industry Equivalent Unit Score
	Industry
                                         Diversity Score
	Aggregate
                                         Industry Equivalent Unit Score
	Industry
                                         Diversity Score
	Aggregate
                                         Industry Equivalent Unit Score
	Industry
                                         Diversity Score

	0.0000	0.0000	5.0500	2.7000	10.1500	4.0200	15.2500	4.5300
	0.0500	0.1000	5.1500	2.7333	10.2500	4.0300	15.3500	4.5400
	0.1500	0.2000	5.2500	2.7667	10.3500	4.0400	15.4500	4.5500
	0.2500	0.3000	5.3500	2.8000	10.4500	4.0500	15.5500	4.5600
	0.3500	0.4000	5.4500	2.8333	10.5500	4.0600	15.6500	4.5700
	0.4500	0.5000	5.5500	2.8667	10.6500	4.0700	15.7500	4.5800
	0.5500	0.6000	5.6500	2.9000	10.7500	4.0800	15.8500	4.5900
	0.6500	0.7000	5.7500	2.9333	10.8500	4.0900	15.9500	4.6000
	0.7500	0.8000	5.8500	2.9667	10.9500	4.1000	16.0500	4.6100
	0.8500	0.9000	5.9500	3.0000	11.0500	4.1100	16.1500	4.6200
	0.9500	1.0000	6.0500	3.0250	11.1500	4.1200	16.2500	4.6300
	1.0500	1.0500	6.1500	3.0500	11.2500	4.1300	16.3500	4.6400
	1.1500	1.1000	6.2500	3.0750	11.3500	4.1400	16.4500	4.6500
	1.2500	1.1500	6.3500	3.1000	11.4500	4.1500	16.5500	4.6600
	1.3500	1.2000	6.4500	3.1250	11.5500	4.1600	16.6500	4.6700
	1.4500	1.2500	6.5500	3.1500	11.6500	4.1700	16.7500	4.6800
	1.5500	1.3000	6.6500	3.1750	11.7500	4.1800	16.8500	4.6900



 






    Schedule C-1



     


    

 


	Aggregate
                                         Industry Equivalent Unit Score
	Industry
                                         Diversity Score
	Aggregate
                                         Industry Equivalent Unit Score
	Industry
                                         Diversity Score
	Aggregate
                                         Industry Equivalent Unit Score
	Industry
                                         Diversity Score
	Aggregate
                                         Industry Equivalent Unit Score
	Industry
                                         Diversity Score

	1.6500	1.3500	6.7500	3.2000	11.8500	4.1900	16.9500	4.7000
	1.7500	1.4000	6.8500	3.2250	11.9500	4.2000	17.0500	4.7100
	1.8500	1.4500	6.9500	3.2500	12.0500	4.2100	17.1500	4.7200
	1.9500	1.5000	7.0500	3.2750	12.1500	4.2200	17.2500	4.7300
	2.0500	1.5500	7.1500	3.3000	12.2500	4.2300	17.3500	4.7400
	2.1500	1.6000	7.2500	3.3250	12.3500	4.2400	17.4500	4.7500
	2.2500	1.6500	7.3500	3.3500	12.4500	4.2500	17.5500	4.7600
	2.3500	1.7000	7.4500	3.3750	12.5500	4.2600	17.6500	4.7700
	2.4500	1.7500	7.5500	3.4000	12.6500	4.2700	17.7500	4.7800
	2.5500	1.8000	7.6500	3.4250	12.7500	4.2800	17.8500	4.7900
	2.6500	1.8500	7.7500	3.4500	12.8500	4.2900	17.9500	4.8000
	2.7500	1.9000	7.8500	3.4750	12.9500	4.3000	18.0500	4.8100
	2.8500	1.9500	7.9500	3.5000	13.0500	4.3100	18.1500	4.8200
	2.9500	2.0000	8.0500	3.5250	13.1500	4.3200	18.2500	4.8300
	3.0500	2.0333	8.1500	3.5500	13.2500	4.3300	18.3500	4.8400
	3.1500	2.0667	8.2500	3.5750	13.3500	4.3400	18.4500	4.8500
	3.2500	2.1000	8.3500	3.6000	13.4500	4.3500	18.5500	4.8600
	3.3500	2.1333	8.4500	3.6250	13.5500	4.3600	18.6500	4.8700
	3.4500	2.1667	8.5500	3.6500	13.6500	4.3700	18.7500	4.8800
	3.5500	2.2000	8.6500	3.6750	13.7500	4.3800	18.8500	4.8900
	3.6500	2.2333	8.7500	3.7000	13.8500	4.3900	18.9500	4.9000
	3.7500	2.2667	8.8500	3.7250	13.9500	4.4000	19.0500	4.9100
	3.8500	2.3000	8.9500	3.7500	14.0500	4.4100	19.1500	4.9200
	3.9500	2.3333	9.0500	3.7750	14.1500	4.4200	19.2500	4.9300
	4.0500	2.3667	9.1500	3.8000	14.2500	4.4300	19.3500	4.9400
	4.1500	2.4000	9.2500	3.8250	14.3500	4.4400	19.4500	4.9500
	4.2500	2.4333	9.3500	3.8500	14.4500	4.4500	19.5500	4.9600
	4.3500	2.4667	9.4500	3.8750	14.5500	4.4600	19.6500	4.9700
	4.4500	2.5000	9.5500	3.9000	14.6500	4.4700	19.7500	4.9800
	4.5500	2.5333	9.6500	3.9250	14.7500	4.4800	19.8500	4.9900
	4.6500	2.5667	9.7500	3.9500	14.8500	4.4900	19.9500	5.0000
	4.7500	2.6000	9.8500	3.9750	14.9500	4.5000	 	 
	4.8500	2.6333	9.9500	4.0000	15.0500	4.5100	 	 
	4.9500	2.6667	10.0500	4.0100	15.1500	4.5200	 	 


 


(f)       The
Diversity Score is then calculated by summing each of the Industry Diversity Scores for each S&P Industry Classification group
shown on Schedule A.


 


For
purposes of calculating the Diversity Score, affiliated issuers in the same industry are deemed to be a single issuer (provided
that an issuer will not be considered an affiliate of another issuer solely because they are controlled by the same Financial
Sponsor) except as otherwise agreed to by S&P.


 




    Schedule C-2



     


    

 


SCHEDULE
D


 


S&P
Recovery Rate and Default Rate Tables


 


Section 1
 S&P Recovery Rate.


 


(a)           (i) If
a Collateral Loan has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Loan shall be determined as follows:


 


	S&P
    Recovery Rating of a Collateral Loan (and Recovery Point Estimate)	 	Initial
    Liability Rating
	“AAA”	“AA”	“A”	“BBB”	“BB”	“B”
    	“CCC”
    or below 
	1+
    (100)	75.0%	85.0%	88.0%	90.0%	92.0%	95.0%	95.0%
	1
    (95)	70.0%	80.0%	84.0%	87.5%	91.0%	95.0%	95.0%
	1
    (90)	65.0%	75.0%	80.0%	85.0%	90.0%	95.0%	95.0%
	2
    (85)	62.5%	72.5%	77.5%	83.0%	88.0%	92.0%	92.0%
	2
    (80)	60.0%	70.0%	75.0%	81.0%	86.0%	89.0%	89.0%
	2
    (75)	55.0%	65.0%	70.5%	77.0%	82.5%	84.0%	84.0%
	2
    (70)	50.0%	60.0%	66.0%	73.0%	79.0%	79.0%	79.0%
	3
    (65)	45.0%	55.0%	61.0%	68.0%	73.0%	74.0%	74.0%
	3
    (60)	40.0%	50.0%	56.0%	63.0%	67.0%	69.0%	69.0%
	3
    (55)	35.0%	45.0%	51.0%	58.0%	63.0%	64.0%	64.0%
	3
    (50)	30.0%	40.0%	46.0%	53.0%	59.0%	59.0%	59.0%
	4
    (45)	28.5%	37.5%	44.0%	49.5%	53.5%	54.0%	54.0%
	4
    (40)	27.0%	35.0%	42.0%	46.0%	48.0%	49.0%	49.0%
	4
    (35)	23.5%	30.5%	37.5%	42.5%	43.5%	44.0%	44.0%
	4
    (30)	20.0%	26.0%	33.0%	39.0%	39.0%	39.0%	39.0%
	5
    (25)	17.5%	23.0%	28.5%	32.5%	33.5%	34.0%	34.0%
	5
    (20)	15.0%	20.0%	24.0%	26.0%	28.0%	29.0%	29.0%
	5
    (15)	10.0%	15.0%	19.5%	22.5%	23.5%	24.0%	24.0%
	5
    (10)	5.0%	10.0%	15.0%	19.0%	19.0%	19.0%	19.0%
	6
    (5)	3.5%	7.0%	10.5%	13.5%	14.0%	14.0%	14.0%
	6
    (0)	2.0%	4.0%	6.0%	8.0%	9.0%	9.0%	9.0%
	 	Recovery
    rate	 
	 	 	 	 	 	 	 	 	 



*       From
S&P’s published reports. If a recovery point estimate is not available for a given loan; the lower range for the applicable
recovery rating should be assumed.








    Schedule D-1


     


    

 


 


(ii)       If
(x) a Collateral Loan does not have an S&P Recovery Rating, and such Collateral Loan is a senior unsecured loan or second
lien loan and (y) the issuer of such Collateral Loan has issued another debt instrument that is outstanding and senior to
such Collateral Loan (a “Senior Debt Instrument”) that has an S&P Recovery Rating, the S&P Recovery
Rate for such Collateral Loan shall be determined as follows:


 


For
Collateral Loans Domiciled in Group A


 


	S&P
    Recovery Rating of the Senior Debt Instrument	Initial
    Liability Rating
	“AAA”	“AA”	“A”	“BBB”	“BB”	“B”
    and below
	1+	18%	20%	23%	26%	29%	31%
	1	18%	20%	23%	26%	29%	31%
	2	18%	20%	23%	26%	29%	31%
	3	12%	15%	18%	21%	22%	23%
	4	5%	8%	11%	13%	14%	15%
	5	2%	4%	6%	8%	9%	10%
	6	0%	0%	0%	0%	0%	0%
	 	Recovery
    rate


For
Collateral Loans Domiciled in Group B


	S&P
    Recovery Rating of the Senior Debt Instrument	Initial
    Liability Rating
	“AAA”	“AA”	“A”	“BBB”	“BB”	“B”
    and below
	1+	13%	16%	18%	21%	23%	25%
	1	13%	16%	18%	21%	23%	25%
	2	13%	16%	18%	21%	23%	25%
	3	8%	11%	13%	15%	16%	17%
	4	5%	5%	5%	5%	5%	5%
	5	2%	2%	2%	2%	2%	2%
	6	0%	0%	0%	0%	0%	0%
	 	Recovery
    rate


 






    Schedule D-2


     


    

For
Collateral Loans Domiciled in Group C


	S&P
    Recovery Rating of the Senior Debt Instrument	Initial
    Liability Rating
	“AAA”	“AA”	“A”	“BBB”	“BB”	“B”
    and below
	1+	10%	12%	14%	16%	18%	20%
	1	10%	12%	14%	16%	18%	20%
	2	10%	12%	14%	16%	18%	20%
	3	5%	7%	9%	10%	11%	12%
	4	2%	2%	2%	2%	2%	2%
	5	0%	0%	0%	0%	0%	0%
	6	0%	0%	0%	0%	0%	0%
	 	Recovery
    rate


 


(iii)       If
(x) a Collateral Loan does not have an S&P Recovery Rating and such Collateral Loan is a subordinated loan and (y) the
issuer of such Collateral Loan has issued another debt instrument that is outstanding and senior to such Collateral Loan that
is a Senior Debt Instrument that has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Loan shall
be determined as follows:


 


For
Collateral Loans Domiciled in Groups A and B


 


	S&P
    Recovery Rating of the Senior Debt Instrument	Initial
    Liability Rating
	 	“AAA”	“AA”	“A”	“BBB”	“BB”	“B”
    and below
	1+	8%	8%	8%	8%	8%	8%
	1	8%	8%	8%	8%	8%	8%
	2	8%	8%	8%	8%	8%	8%
	3	5%	5%	5%	5%	5%	5%
	4	2%	2%	2%	2%	2%	2%
	5	0%	0%	0%	0%	0%	0%
	6	0%	0%	0%	0%	0%	0%
	 	Recovery
    rate




    Schedule D-3


     


    


 









 


For Collateral Loans Domiciled in Group C


 


	S&P Recovery Rating

of the Senior Debt Instrument	Initial Liability Rating
	 	“AAA”	“AA”	“A”	“BBB”	“BB”	“B” and below
	1+ 	5%	5%	5%	5%	5%	5%
	1 	5%	5%	5%	5%	5%	5%
	2 	5%	5%	5%	5%	5%	5%
	3 	2%	2%	2%	2%	2%	2%
	4 	0%	0%	0%	0%	0%	0%
	5 	0%	0%	0%	0%	0%	0%
	6	0%	0%	0%	0%	0%	0%
	 	Recovery rate


 


(b)       If
a recovery rate cannot be determined using clause (a), the recovery rate shall be determined using the following table.


 


Recovery rates for obligors Domiciled in Group A, B or C:


 


	Priority Category	Initial Liability Rating
	 	“AAA”	“AA”	“A”	“BBB”	“BB”	“B” and below
	Senior Secured Loans*
	Group A	50%	55%	59%	63%	75%	79%
	Group B	39%	42%	46%	49%	60%	63%
	Group C	17%	19%	27%	29%	31%	34%
	Senior Secured Loans (Cov-Lite Loans)*
	Group A	41%	46%	49%	53%	63%	67%
	Group B	32%	35%	39%	41%	50%	53%
	Group C	17%	19%	27%	29%	31%	34%
	Second Lien Loans, First Lien Last Out Loans, Unsecured Loans
	Group A	18%	20%	23%	26%	29%	31%
	Group B	13%	16%	18%	21%	23%	25%
	Group C	10%	12%	14%	16%	18%	20%
	Subordinated loans 
	Group A	8%	8%	8%	8%	8%	8%
	Group B	8%	8%	8%	8%	8%	8%
	Group C	5%	5%	5%	5%	5%	5%
	Recovery rate
	
        Group A:      Australia, Austria,
        Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Japan, Luxembourg, The Netherlands, Norway, Portugal,
        Singapore, Spain, Sweden, Switzerland, U.K., U.S.

         

        Group B:     Brazil, the
        Czech Republic, Italy, Mexico, Poland, South Africa **

         

        Group C:     Dubai International
        Financial Centre, Greece, India, Indonesia, Kazakhstan, Romania, Russia, Turkey, Ukraine, United Arab Emirates, Vietnam and others
        not in Group A or Group B**

         

	 	 	 	 	 	 	 



    Schedule D-4


     


    

		*	Solely for the purpose of determining the S&P Recovery Rate for such loan, no loan will constitute
a “Senior Secured Loan” unless such loan (a) is secured by a valid first priority security interest in collateral,
(b) in the Services Provider’s commercially reasonable judgment (with such determination being made in good faith by
the Services Provider at the time of such loan’s purchase and based upon information reasonably available to the Services
Provider at such time and without any requirement of additional investigation beyond the Services Provider’s customary credit
review procedures), is secured by specified collateral that has a value not less than an amount equal to the sum of (i) the
aggregate principal amount of all loans senior or pari passu to such loans and (ii) the outstanding principal balance
of such loan, which value may be derived from, among other things, the enterprise value of the issuer of such loan, excluding any
loan secured primarily by equity or goodwill and (c) is not secured primarily by common stock or other equity interests (provided
that the terms of this footnote may be amended or revised at any time by a written agreement of the Borrower, the Services Provider
and the Administrative Agent (without the consent of any Lender), subject to Rating Agency Confirmation from S&P only, in order
to conform to S&P then-current criteria for such loans). For the avoidance of doubt, if a Cov-Lite Loan is also a First Lien/Last
Out Loan, a Second Lien Loan or an Unsecured Loan, the S&P Recovery Rate for such loan will be determined in accordance with
 “Second Lien Loans, First Lien/Last Out Loans, Unsecured Loans” hereunder.



 


		**	In each case, or such other countries identified as such by S&P in a press release, written
criteria or other public announcement from time to time or as may be notified by S&P to the Services Provider from time to
time.



 




    Schedule D-5


     


    

 


SCHEDULE E


 


S&P Recovery Rate Matrix


 


	S&P CDO Monitor Recovery Rates (%)
	Case	Class A-1
	1	35.00%
	2	35.05%
	3	35.10%
	4	35.15%
	5	35.20%
	6	35.25%
	7	35.30%
	8	35.35%
	9	35.40%
	10	35.45%
	11	35.50%
	12	35.55%
	13	35.60%
	14	35.65%
	15	35.70%
	16	35.75%
	17	35.80%
	18	35.85%
	19	35.90%
	20	35.95%
	21	36.00%
	22	36.05%
	23	36.10%
	24	36.15%
	25	36.20%
	26	36.25%
	27	36.30%
	28	36.35%
	29	36.40%
	30	36.45%
	31	36.50%
	32	36.55%
	33	36.60%
	34	36.65%
	35	36.70%
	36	36.75%
	37	36.80%
	38	36.85%







	S&P CDO Monitor Recovery Rates (%)
	Case	Class A-1
	39	36.90%
	40	36.95%
	41	37.00%
	42	37.05%
	43	37.10%
	44	37.15%
	45	37.20%
	46	37.25%
	47	37.30%
	48	37.35%
	49	37.40%
	50	37.45%
	51	37.50%
	52	37.55%
	53	37.60%
	54	37.65%
	55	37.70%
	56	37.75%
	57	37.80%
	58	37.85%
	59	37.90%
	60	37.95%
	61	38.00%
	62	38.05%
	63	38.10%
	64	38.15%
	65	38.20%
	66	38.25%
	67	38.30%
	68	38.35%
	69	38.40%
	70	38.45%
	71	38.50%
	72	38.55%
	73	38.60%
	74	38.65%
	75	38.70%
	76	38.75%








 


 



    Schedule E-1


     


    




 



	S&P CDO Monitor Recovery Rates (%)
	Case	Class A-1
	77	38.80%
	78	38.85%
	79	38.90%
	80	38.95%
	81	39.00%
	82	39.05%
	83	39.10%
	84	39.15%
	85	39.20%
	86	39.25%
	87	39.30%
	88	39.35%
	89	39.40%
	90	39.45%
	91	39.50%
	92	39.55%
	93	39.60%
	94	39.65%
	95	39.70%
	96	39.75%
	97	39.80%
	98	39.85%
	99	39.90%
	100	39.95%
	101	40.00%
	102	40.05%
	103	40.10%
	104	40.15%
	105	40.20%
	106	40.25%
	107	40.30%
	108	40.35%
	109	40.40%
	110	40.45%
	111	40.50%
	112	40.55%
	113	40.60%
	114	40.65%
	115	40.70%
	116	40.75%
	117	40.80%
	118	40.85%








	S&P CDO Monitor Recovery Rates (%)
	Case	Class A-1
	119	40.90%
	120	40.95%
	121	41.00%
	122	41.05%
	123	41.10%
	124	41.15%
	125	41.20%
	126	41.25%
	127	41.30%
	128	41.35%
	129	41.40%
	130	41.45%
	131	41.50%
	132	41.55%
	133	41.60%
	134	41.65%
	135	41.70%
	136	41.75%
	137	41.80%
	138	41.85%
	139	41.90%
	140	41.95%
	141	42.00%
	142	42.05%
	143	42.10%
	144	42.15%
	145	42.20%
	146	42.25%
	147	42.30%
	148	42.35%
	149	42.40%
	150	42.45%
	151	42.50%
	152	42.55%
	153	42.60%
	154	42.65%
	155	42.70%
	156	42.75%
	157	42.80%
	158	42.85%
	159	42.90%
	160	42.95%








 





    Schedule E-3


     


    

 



	S&P CDO Monitor Recovery Rates (%)
	Case	Class A-1
	161	43.00%
	162	43.05%
	163	43.10%
	164	43.15%
	165	43.20%
	166	43.25%
	167	43.30%
	168	43.35%
	169	43.40%
	170	43.45%
	171	43.50%
	172	43.55%
	173	43.60%
	174	43.65%
	175	43.70%
	176	43.75%
	177	43.80%
	178	43.85%
	179	43.90%
	180	43.95%
	181	44.00%
	182	44.05%
	183	44.10%
	184	44.15%
	185	44.20%
	186	44.25%
	187	44.30%
	188	44.35%
	189	44.40%
	190	44.45%
	191	44.50%
	192	44.55%
	193	44.60%
	194	44.65%
	195	44.70%
	196	44.75%
	197	44.80%
	198	44.85%
	199	44.90%
	200	44.95%
	201	45.00%
	202	45.05%








	S&P CDO Monitor Recovery Rates (%)
	Case	Class A-1
	203	45.10%
	204	45.15%
	205	45.20%
	206	45.25%
	207	45.30%
	208	45.35%
	209	45.40%
	210	45.45%
	211	45.50%
	212	45.55%
	213	45.60%
	214	45.65%
	215	45.70%
	216	45.75%
	217	45.80%
	218	45.85%
	219	45.90%
	220	45.95%
	221	46.00%
	222	46.05%
	223	46.10%
	224	46.15%
	225	46.20%
	226	46.25%
	227	46.30%
	228	46.35%
	229	46.40%
	230	46.45%
	231	46.50%
	232	46.55%
	233	46.60%
	234	46.65%
	235	46.70%
	236	46.75%
	237	46.80%
	238	46.85%
	239	46.90%
	240	46.95%
	241	47.00%
	242	47.05%
	243	47.10%
	244	47.15%








 





    Schedule E-4


     


    

 



	S&P CDO Monitor Recovery Rates (%)
	Case	Class A-1
	245	47.20%
	246	47.25%
	247	47.30%
	248	47.35%
	249	47.40%
	250	47.45%
	251	47.50%
	252	47.55%
	253	47.60%
	254	47.65%
	255	47.70%
	256	47.75%
	257	47.80%
	258	47.85%
	259	47.90%
	260	47.95%
	261	48.00%
	262	48.05%
	263	48.10%
	264	48.15%
	265	48.20%
	266	48.25%
	267	48.30%
	268	48.35%
	269	48.40%
	270	48.45%
	271	48.50%
	272	48.55%
	273	48.60%
	274	48.65%
	275	48.70%
	276	48.75%
	277	48.80%
	278	48.85%
	279	48.90%
	280	48.95%
	281	49.00%
	282	49.05%
	283	49.10%
	284	49.15%
	285	49.20%
	286	49.25%








	S&P CDO Monitor Recovery Rates (%)
	Case	Class A-1
	287	49.30%
	288	49.35%
	289	49.40%
	290	49.45%
	291	49.50%
	292	49.55%
	293	49.60%
	294	49.65%
	295	49.70%
	296	49.75%
	297	49.80%
	298	49.85%
	299	49.90%
	300	49.95%
	301	50.00%
	302	50.05%
	303	50.10%
	304	50.15%
	305	50.20%
	306	50.25%
	307	50.30%
	308	50.35%
	309	50.40%
	310	50.45%
	311	50.50%
	312	50.55%
	313	50.60%
	314	50.65%
	315	50.70%
	316	50.75%
	317	50.80%
	318	50.85%
	319	50.90%
	320	50.95%
	321	51.00%
	322	51.05%
	323	51.10%
	324	51.15%
	325	51.20%
	326	51.25%
	327	51.30%
	328	51.35%








 





    Schedule E-5


     


    

 



	S&P CDO Monitor Recovery Rates (%)
	Case	Class A-1
	329	51.40%
	330	51.45%
	331	51.50%
	332	51.55%
	333	51.60%
	334	51.65%
	335	51.70%
	336	51.75%
	337	51.80%
	338	51.85%
	339	51.90%
	340	51.95%
	341	52.00%
	342	52.05%
	343	52.10%
	344	52.15%
	345	52.20%
	346	52.25%
	347	52.30%
	348	52.35%
	349	52.40%
	350	52.45%
	351	52.50%
	352	52.55%
	353	52.60%
	354	52.65%
	355	52.70%
	356	52.75%
	357	52.80%
	358	52.85%
	359	52.90%
	360	52.95%
	361	53.00%
	362	53.05%
	363	53.10%
	364	53.15%
	365	53.20%
	366	53.25%
	367	53.30%
	368	53.35%
	369	53.40%
	370	53.45%








	S&P CDO Monitor Recovery Rates (%)
	Case	Class A-1
	371	53.50%
	372	53.55%
	373	53.60%
	374	53.65%
	375	53.70%
	376	53.75%
	377	53.80%
	378	53.85%
	379	53.90%
	380	53.95%
	381	54.00%
	382	54.05%
	383	54.10%
	384	54.15%
	385	54.20%
	386	54.25%
	387	54.30%
	388	54.35%
	389	54.40%
	390	54.45%
	391	54.50%
	392	54.55%
	393	54.60%
	394	54.65%
	395	54.70%
	396	54.75%
	397	54.80%
	398	54.85%
	399	54.90%
	400	54.95%
	401	55.00%









    Schedule E-6


     


    

 


SCHEDULE F


 


S&P Weighted Average Life Matrix


	 
	Case	Weighted Average Life Values
	1 	6.50
	2 	6.25
	3 	6.00
	4 	5.75
	5 	5.50
	6 	5.25
	7 	5.00
	8 	4.75
	9 	4.50
	10 	4.25
	11 	4.00
	12 	3.75
	13 	3.50
	14 	3.25
	15 	3.00
	16 	2.75
	17 	2.50
	18 	2.25
	19 	2.00
	20 	1.75
	21 	1.50
	22 	1.25
	23 	1.00
	24 	0.75
	25 	0.50
	26 	0.25
	27 	0.00




    Schedule F-1


     


    

SCHEDULE G


 


Lender Commitment Amounts


 


	Lender	Revolving Commitment Amount	Percentage Share	Lending Office
	Natixis, New York Branch	$200,000,000	100%	Natixis,
    New York Branch

    1251 Avenue of the Americas, 4th Floor 

    New York, New York 10020

    Attention:  Evelyn Moesch Clarke

    Tel.:  (212) 891-5879 

    Email:  

    evelyn.clarke@natixis.com; scsgnotices@natixis.com;

    adminagency@natixis.com




    Schedule G-1


     


    

 


EXHIBIT A


 


[FORM OF NOTE FOR [REVOLVING][TERM] LOANS]


 


	$__________	_________, ____




 


FOR VALUE RECEIVED, the undersigned,
ORCC II Financing II LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises
to pay to [______] (the “Lender”), or registered assigns, in lawful money of the United States of America and
in immediately available funds, the principal amount of [___________________] DOLLARS. The principal amount shall be paid in the
amounts and on the dates specified in the Credit Agreement. The Borrower further agrees to pay interest in like money on the unpaid
principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


The Borrower promises
to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates
at the rate or rates provided in the Credit Agreement.


 


The holder of this
Note is authorized to endorse on Schedule I annexed hereto and made a part hereof or on a continuation thereof which shall be attached
hereto and made a part hereof the date and amount of each [Revolving][Term] Loan made pursuant to the Credit Agreement and the
date and amount of each payment or prepayment of principal thereof and each continuation thereof. Each such endorsement shall constitute
prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the
obligations of the Borrower in respect of such [Revolving][Term] Loan.


 


This Note (a) is a term Note and evidences
the [Revolving][Term] Loans made by the Lender under, and is one of the Notes referred to in, the Credit Agreement, dated as of
April 14, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
the Borrower, the Lenders party thereto from time to time Natixis, New York Branch, as Administrative Agent, State Street Bank
and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Cortland Capital Markets Service LLC, as Document
Custodian, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in
whole or in part as provided in the Credit Agreement. This Note is secured as provided in the Loan Documents. Reference is hereby
made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature
and extent of the security, the terms and conditions upon which the security interests were granted and the rights of the holder
of this Note in respect thereof.


 


Upon the occurrence of any one or more
of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due
and payable, all as provided in the Credit Agreement.


 






    Exhibit A-1


     


    

 


All parties now and hereafter liable with
respect to this Note, whether maker, principal, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.


 


Except as permitted by Section 12.6 of
the Credit Agreement, this Note may not be participated by the Lender to any other Person. Without limiting the generality of the
foregoing, this Note may be participated in whole or in part only by registration of such participation on the Participant Register.


 


Except as permitted by Section 12.6 of
the Credit Agreement, this Note may not be assigned by the Lender to any other Person. Without limiting the generality of the foregoing,
this Note may be assigned in whole or in part only by registration of such assignment or sale on the Register.


 


The failure to provide the Borrower and
its agents with the properly completed and signed tax certifications (generally, in the case of U.S. federal income tax, an Internal
Revenue Service Form W-9 or Form W-8, as applicable (or applicable successor form)) or the failure to provide or update its FATCA
information may result in withholding from payments in respect of the Note, including U.S. federal withholding or back-up withholding.
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or
official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any legislation, law,
regulation, guidance notes or practice enacted or promulgated pursuant to an intergovernmental agreement entered into in connection
with such Sections of the Code. Solely for the purposes of this paragraph, “FATCA” shall include any amendment made
to FATCA after the date of the Credit Agreement.


 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. 





	 	 	 
	 	ORCC II FINANCING II LLC
	 	 	 
	 	By:	 
	 	Name:
	 	Title:









 




    Exhibit A-2


     


    

SCHEDULE I


 


This Note evidences the [Revolving][Term]
Loans made by [______] (the “Lender”) to ORCC II Financing II LLC (the “Borrower”) under
the Credit Agreement dated as of April 14, 2020 among the Borrower, as borrower, the Lenders party thereto from time to time, Natixis,
New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and
Custodian and Cortland Capital Markets Service LLC, as Document Custodian, in the principal amounts and on the dates set forth
below, subject to the payments and prepayments of principal set forth below:


 


	
        DATE
	


        PRINCIPAL


        AMOUNT


        LOANED



	


        PRINCIPAL


        AMOUNT PAID


        OR PREPAID



	


        PRINCIPAL


        BALANCE


        OUTSTANDING



	


        NOTATION


        BY




	 	 	 	 	 




    Schedule I-1


     


    

EXHIBIT B


 


[FORM OF NOTICE OF BORROWING]


 


[Date]


 


Natixis, New York Branch





1251 Avenue of the Americas, 4th Floor





New York, New York 10020





Attention: Evelyn Moesch Clarke





Tel.: (212) 891-5879

Email: evelyn.clarke@natixis.com; scsgnotices@natixis.com; adminagency@natixis.com


 


State Street Bank and Trust Company,





as Custodian, Collateral Agent, Collateral Administrator and
Securities Intermediary





Attention: Structured Trust & Analytics





Mail Stop: JAB0577





1776 Heritage Drive





North Quincy, MA 02171





Facsimile No.: (617) 937-4358





Email: scott.berry@statestreet.com


 


Cortland Capital Market Services LLC,

as Document Custodian





225 W. Washington St., 9th Floor





Chicago, IL 60606





Attention: Doc Custody and Legal Department





Facsimile No.: 312-378-0751





Email: DocCustody@cortlandglobal.com; legal@cortlandglobal.com


 


NOTICE OF BORROWING


 


This Notice of Borrowing is made pursuant
to Section 2.2 of that certain Credit Agreement dated as of April 14, 2020 (as the same may from time to time be amended,
supplemented, waived or modified, the “Credit Agreement”) among ORCC II Financing II LLC as borrower (the “Borrower”),
the Lenders parties thereto from time to time (collectively, the “Lenders”), Natixis, New York Branch, as administrative
agent (the “Administrative Agent”), State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator
and Custodian and Cortland Capital Market Services LLC, as Document Custodian. Capitalized terms used but not otherwise defined
herein shall have the respective meanings assigned to such terms in the Credit Agreement.


 


		1.	The Borrower hereby requests that on ______________, ____ (the “Borrowing Date”)
it receive a Borrowing of [Revolving][Term] Loans under the Credit Agreement in an aggregate principal amount of _____________
Dollars ($_______) (the “Requested Amount”).



 






    Exhibit B-1


     


    

 


		2.	The Borrower hereby gives notice of its request for such [Revolving][Term] Loans in the aggregate
principal amount equal to the Requested Amount to the Lenders and the Administrative Agent pursuant to Section 2.2 of the
Credit Agreement and requests the Lenders to remit, or cause to be remitted, the proceeds thereof to the Collection Account in
its respective Percentage Share of the Requested Amount.



 


		3.	The Borrower certifies that immediately after giving effect to the proposed Borrowing on the Borrowing
Date each of the applicable conditions precedent set forth in Section 3.2 of the Credit Agreement is satisfied, including:



 


		[(i)	the conditions precedent set forth in Section 3.1 of the Credit Agreement shall have been
fully satisfied on or prior to the Borrowing Date referred to above;



 


		(ii)	The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders
that (w) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest
in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions,
(x) delivery of such Collateral in accordance with Section 8.7 of the Credit Agreement to the Custodian or the Document Custodian,
as applicable, shall have been effected, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies
of all Related Contracts in its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) of the Credit
Agreement and (z) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral.



 


		(iii)	The Agents shall have received a certificate of an Authorized Officer of the Services Provider
(which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date),
to the effect that, (1) in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and
immediately prior to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral
free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been
released on or prior to the Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith
without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise
encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has
been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign
and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority
perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement
and (2) immediately before and after giving effect to the Borrowings, the Overcollateralization Ratio Test shall be satisfied (as
demonstrated in a writing attached to the certificate of the Services Provider).]1



 





 



		1	To be added only for the Initial Borrowing.



 






    Exhibit B-2


     


    

 


		(1)	immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the
following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted),



 


(i) in the case
of the Borrowing of a Revolving Loan, (x) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the
Total Revolving Commitment as in effect on such Borrowing Date and (y) the Senior Advance Rate Test is satisfied; and


 


(ii) in the case
of a Borrowing of a Term Loan, the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment
as in effect on such Borrowing Date;


 


		(2)	no Commitment Shortfall shall exist after giving effect to such Borrowing;



 


		(3)	[immediately before and after such Borrowing, no Default shall have occurred and be continuing
both before and after giving effect to the funding of such Loan;



 


		(4)	the representations and warranties of the Borrower contained in this Agreement and each of the
other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated
to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material
respects as of such earlier date) both before and after giving effect to the funding of such Loan;



 


		(5)	no law or regulation shall have been adopted, no order, judgment or decree of any governmental
authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer
of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the
funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders
and the Agents contemplated by this Agreement;



 


		(6)	each of the Loan Documents remains in full force and effect and is the binding and enforceable
obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those
provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests
of any of the Lenders); and



 






    Exhibit B-3


     


    




 


		(7)	immediately before and after giving effect to the requested Borrowing, the Eligibility Criteria
shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing).]2



 





 






		2	Omit paragraphs 3 through 7 in the case of Revolving Loans obtained to fund Unfunded Amounts.





 




    Exhibit B-4


     


    

IN WITNESS WHEREOF, this Notice of Borrowing has been
executed as of the date first written above.


 


	 	 	 
	 	ORCC II FINANCING II LLC
	 	 	 
	 	By:	 
	 	 	 
	 	Name:
	 	Title:








 




    Exhibit B-5


     


    

 


Schedule I


to Notice of Borrowing


 


Calculation of the Eligibility Criteria


 




    Exhibit B-5


     


    

 


EXHIBIT C


 


[FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT]


 


Dated as of [_____]


 


Reference is made to
the Credit Agreement, dated as of April 14, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among ORCC II Financing II LLC, a Delaware limited liability company (the “Borrower”),
the Lenders party thereto from time to time, Natixis, New York Branch, as administrative agent for the Lenders thereunder (in such
capacity, the “Administrative Agent”), State Street Bank and Trust Company, as Collateral Agent, Collateral
Administrator and Custodian and Cortland Capital Market Services LLC, as Document Custodian. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


The Assignor identified
on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”)
agree as follows:


 


(i) The Assignor hereby
irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases [for
an agreed consideration] [for a purchase price of [____]]3
and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described
on Schedule I hereto (the “Assigned Interest”).


 


(ii) The Assignor (a)
makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto,
other than that the Assignor is the legal and beneficial owner of the interests being assigned by it hereunder and that such interest
is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or the Services Provider or the performance or observance by the Borrower or the Services
Provider of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) attaches all Notes held by it evidencing the Assigned Interest and (1) requests
that the Administrative Agent, upon request by the Assignee, exchange the attached Notes for a new Note or Notes payable to the
Assignee and (2) if the Assignor has retained any Loans, requests that the Administrative Agent exchange the attached Notes for
a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after
giving effect to any other assignments which have become effective on the Effective Date).


 





 



		3	Insert the applicable formulation, based on the parties’ preference.



 






    Exhibit C-1


     


    

 


(iii) The Assignee
(a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption Agreement; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of the financial statements and other information delivered
pursuant to Section 5.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Assumption Agreement; (c) agrees that, except as may be otherwise
expressly agreed in writing between the Assignee, on the one hand, and the Assignor, an Agent or a Lender, as the case may be,
on the other hand, it will, independently and without reliance upon the Assignor, such Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto
or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such
powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental
thereto; (e) agrees that it will be bound by the provisions of the Credit Agreement (including Section 11.4(d) thereof) and will
perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed
by it as a Lender; and (f) represents and warrants that it (and each account for which it is acquiring the Assigned Interest) is
a “qualified purchaser” for purposes of Section 3(c)(7) of the Investment Company Act.


 


(iv) The effective
date of this Assignment and Assumption Agreement shall be the Effective Date of Assignment described on Schedule I hereto (the
 “Effective Date”). Following the execution of this Assignment and Assumption Agreement, it will be delivered
to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective
as of the Effective Date.


 


(v) Upon such acceptance
and recording, from and after the Effective Date, the 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 the Effective
Date and to the Assignee for amounts which have accrued subsequent to the Effective Date] [to the Assignee whether such amounts
have accrued prior to the Effective Date or accrue subsequent to the Effective Date]4.
The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior
to the Effective Date or with respect to the making of this assignment directly between themselves.


 


(vi) From and after
the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and
Assumption Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound
by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption Agreement, relinquish
its rights and be released from its obligations under the Credit Agreement.


 


(vii) This Assignment
and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 





 






		4	Insert the applicable formulation, based on the agreement of the parties. If the latter formulation
is used, consider including the amount of accrued interest payable by the Assignee to the Assignor.


 


 






    Exhibit C-2


     


    

 


 


(viii) This Assignment
and Assumption Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original,
but all such counterparts shall together constitute but one and the same instrument. This Assignment and Assumption Agreement shall
become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories.


 


[Remainder of page intentionally left blank
| signature page follows]


 




    Exhibit C-3


     


    

IN WITNESS WHEREOF,
the parties hereto have caused this Assignment and Assumption Agreement to be executed as of the date first above written by their
respective duly authorized officers.


 





	 	 	 
	 	[INSERT NAME OF ASSIGNOR], 


as Assignor



	 	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 
	 	[INSERT NAME OF ASSIGNEE]
 as Assignee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 



 


 




     


     


    

 


Schedule I


to Assignment and Assumption Agreement


 


Name of Assignor: ___________________________


 


		Name and address of Assignee: 	_______________________



 


_______________________


 


_______________________


 


Effective Date of Assignment: ______________________


 


Principal Amount of Loans Assigned: $ ______


 


Percentage of Loans Assigned: ___%


 


U.S. Tax Compliance Certificate and applicable
withholding forms (select one):


 


☐ Attached

 ☐ Previously provided


 




    Exhibit C-4


     


    

 






  


EXHIBIT D


 


Scope of Collateral Report


 


		1.	The Aggregate Principal Balance of all Collateral Loans and Equity Securities



 


		2.	The balance of all Eligible Investments and Cash in each of (together with location of each such
Account):



 


		a.	The Collection Account



 


		b.	The Payment Account



 


		c.	The Future Funding Reserve Account



 


		d.	The Interest Reserve Account



 


		e.	The Lender Collateral Account (and each Lender Collateral
Subaccount)



 


		f.	The Custodial Account



 


		g.	The Closing Expense Account



 


		3.	Commitment, rating of and outstanding amounts for the Loans



 


		4.	The nature, source and amount of any proceeds in the Collection Account (including Principal Proceeds
and Interest Proceeds received since the date of determination of the last Collateral Report or Payment Date Report) and the Future
Funding Reserve Account



 


		5.	Compliance level of Coverage Tests vs. test level then in effect



 


		a.	Calculation of Overcollateralization Ratio



 


		b.	Calculation of Interest Coverage Ratio



 


		6.	Compliance with Collateral Quality Test



 


		a.	Minimum Weighted Average Spread Test



 


		b.	Maximum Weighted Average Life Test



 


		c.	Minimum Diversity Score Test



 


		d.	Minimum Weighted Average S&P Recovery Rate Test



 


		7.	Compliance with Concentration Limitations



 


		a.	S&P Industry Classification



 






    Exhibit D-1


     


    

 


		b.	Obligor concentrations



 


		c.	First Lien/Last Out Loans and Second Lien Loans



 


		d.	Fixed Rate Obligations



 


		e.	Eligible Cov-Lite Loans



 


		f.	DIP Loans



 


		g.	Current Pay Obligations



 


		h.	Collateral Loans that permit payment of interest less
frequently than quarterly



 


		i.	Revolving Collateral Loans and Delayed Funding Loans



 


		j.	Aggregate Participation Exposure



 


		k.	The country of Domicile



 


		l.	Collateral Loans with an S&P Rating of “CCC”
or below



 


		m.	Collateral Loans for which the Obligors have a trailing twelve month EBITDA of less than $15,000,000
at the time of acquisition



 


		n.	Long Dated Loans



 


		8.	Listing of all Collateral Loans with attributes including



 


		a.	Obligor name



 


		b.	Maximum Principal Balance (commitment amount)



 


		c.	Principal Balance (outstanding amount)



 


		d.	Exposure Amount



 


		e.	Unsettled Amount



 


		f.	S&P Industry Classification



 


		g.	Whether each loan is fixed or floating



 


		h.	Spread over the applicable index or benchmark rate (for Floating Rate Obligations)



 


		i.	Interest coupon (for Fixed Rate Obligations)



 


		j.	Maturity date



 


		k.	public rating by Moody’s (if any)



 






    Exhibit D-2


     


    

 


		l.	S&P Rating, unless such rating is based on a Credit Estimate unpublished by S&P (and, in
the event of a downgrade or withdrawal of the applicable S&P Rating, the prior rating and the date such S&P Rating was
changed)



 


		m.	S&P Recovery Rate



 


		n.	S&P Weighted Average Rating Factor



 


		o.	Whether such Collateral Loan is a Credit Risk Loan, Credit Improved Loan, Defaulted Loan, Current
Pay Obligation, Discount Loan, CCC or First Lien/Last Out Loan



 


		p.	Country of Domicile



 


		q.	Frequency of interest payment



 


		r.	Revolving Collateral Loans or Delayed Funding Loans



 


		s.	Whether such Collateral Loan is a DIP Loan, is owned via Participation Interest or is an Eligible
Cov-Lite Loan



 


		t.	The LIBOR floor in effect (if any) for each Collateral Loan



 


		u.	Whether the Obligor has a trailing twelve month EBITDA of less than $15,000,000 at the time of
acquisition



 


		9.	Collateral Loan rating status (listing of all Collateral
Loans)



 


		a.	Obligor name



 


		b.	Collateral Loan purchase date



 


		c.	S&P Rating, unless such rating is based on a Credit Estimate unpublished by S&P (and, in
the event of a downgrade or withdrawal of the applicable S&P Rating, the prior rating and the date such S&P Rating was
changed)



 


		d.	Credit Estimate issue date (if applicable)



 


		e.	Date of expiry of Credit Estimate (if applicable)



 


		f.	Date of last amendment



 


		10.	For Defaulted Loans



 


		a.	Default Date



 


		b.	Days in Default



 


		c.	Principal Balance



 






    Exhibit D-3


     


    

 


		d.	Principal Collateralization Amount (and the method of calculation thereof)



 


		e.	If an Appraisal has been received in last 3 months



 


		f.	Appraisal Value



 


		g.	Whether any default of the type specified in clauses (a) and (b) of the definition of “Defaulted
Loan” is unrelated to credit-related issues



 


		11.	Participations



 


		a.	All loans owned via Participation Interest



 


		b.	Selling Institution for each Participation Interest



 


		c.	S&P Rating for each Selling Institution



 


		12.	Weighted Average S&P Recovery Rate



 


		13.	Diversity Score



 


		14.	List of all First Lien/Last Out Loans



 


		15.	List all Discount Loans and applicable purchase price



 


		16.	List all Defaulted Loans



 


		17.	List all Long Dated Loans




 


		18.	Five S&P Monitor benchmarks



 


		19.	S&P Rating



 


		20.	Calculation of concentration of Collateral Loans whose Obligors have a trailing twelve month EBITDA
of less than $15,000,000 at the time of such acquisition or origination



 


		21.	List of all unelevated participations



 


		22.	Assets purchased or sold within the Due Period including



 


		a.	Facility Name



 


		b.	Trade/Settlement Dates



 


		c.	Reason for sale/ Transaction Motivation (e.g. Discretionary, Credit Risk, Credit Improved)



 


		d.	Purchaser or seller is an affiliate of the Borrower?



 






    Exhibit D-4


     


    

 


		e.	Par amount



 


		f.	Price



 


		g.	Proceeds



 


		h.	Accrued interest



 


		23.	A tabular presentation setting out each rating represented by a Collateral Loan (or Collateral
Loans) in the Portfolio, and the size of such representation as a percentage of all Collateral Loans in the aggregate.



 


		24.	List all Collateral Loans rated “CCC” (high) or below.



 




    Exhibit D-5


     


    

 


EXHIBIT E


 


Scope of Payment Date Report


 


		1.	Quarterly Payment Date waterfall list application of all Interest Proceeds and Principal Proceeds



 


		2.	Beginning and ending balance of the Loans



 


		3.	Beginning and ending balance of all Covered Accounts



 


		4.	Calculations of the Collateral Quality Test and Coverage Tests



 




    Exhibit E-1


     


    

 


EXHIBIT F


 


Scope of Asset-Level Reporting to Lenders


 


		1.	At the request of the Administrative Agent (which request may only be made once every 12 months
unless an Event of Default has occurred and is continuing or any of the Coverage Tests are not satisfied, in which case such request
may be made without any limitation), an information package (which may be provided via access to an online data site to be specified
to the Lenders by the Borrower) with respect to each asset that is Pledged Collateral, which will contain information as requested
by the Administrative Agent, which may include credit agreements, amendments thereto, financial information (including any “Management
Discussion and Analysis” provided by such Obligor), financial statements and other summary financial data, and other material
information as provided by such Obligor with respect to the applicable Related Contracts (the “Asset Report”).



 


		2.	Beginning on the first Quarterly Payment Date, an information package (which may be provided via
access to an online data site to be specified to the Lenders by the Borrower) to be provided on the 15th day of each calendar month
(or if such date is not a Business Day, the next succeeding Business Day), which will contain information with respect to all amendments
to any Related Contracts. Such information package will be sorted by sections with credits that require Credit Estimates to be
listed first and will also include the Obligor’s name, date of each amendment to any such Related Contracts and a summary
of each such amendment.



 


		3.	At any time that an Event of Default has occurred and is continuing or any of the Coverage Tests
are not satisfied, any Lender may request the following information: (i) the Asset Report to be delivered on a weekly basis, (ii)
the information package referred to in paragraph (2) above to be delivered on an every two-week basis and (iii) all other material
information received by the Borrower from each Obligor and its Affiliates with respect to the applicable Related Contracts.



 




    Exhibit F-1


     


    

 


EXHIBIT G


 


[Form of Retention Letter]


 


OWL ROCK CAPITAL CORPORATION II

399 Park Avenue, 38th Floor

New York, NY 10022


 


[Date]


 


ORCC II Financing II LLC


399 Park Avenue, 38th Floor


New York, New York 10022


Attention: Bryan Cole


 


Natixis, New York Branch,


as Administrative Agent


1251 Avenue of the Americas, 4th Floor


New York, NY 10020


Attention: Evelyn Moesch Clarke


 


[Affected Lender(s)]


 


		Re:	Retention of Net Economic Interest Letter



 


This letter is being
delivered in connection with the Credit Agreement dated as of April 14, 2020 (the “Credit Agreement”) among
ORCC II Financing II LLC as borrower (the “Borrower”), the financial institutions referred to as “Lenders”
in the Credit Agreement, State Street Bank and Trust Company, in its capacities as Collateral Agent, Collateral Administrator and
Custodian and Cortland Capital Market Services LLC, as Document Custodian, and Natixis, New York Branch, as Administrative Agent.
Pursuant to the terms of the Credit Agreement, Owl Rock Capital Corporation II (the “Retention Provider”) will
act as retention provider for the purposes of the EU Risk Retention Requirements. All capitalized terms used but not defined herein
have the respective meanings given to such terms in the Credit Agreement.


 


It is acknowledged
that clause (f) of the definition of “Eligibility Criteria” in the Credit Agreement and Section 5.9(c) of the Credit
Agreement contain requirements to the effect that the Borrower may not acquire (or commit to acquire) or originate any Collateral
Loan unless the Originator Requirement is satisfied.


 


1.            The
Retention Provider hereby agrees and confirms for the benefit of the Borrower, the Administrative Agent and each Affected Lender
for so long as any Obligation remains outstanding:


 


		a.	that it has retained at all times since the Closing Date, and irrevocably and unconditionally undertakes
that it will directly retain as originator for the purposes of the EU Risk Retention Requirements, on an ongoing basis, a material
net economic interest in the securitisation transaction contemplated by the Loan Documents which, in any event, shall not be less
than 5% of the nominal value of all the Collateral Loans and of the Eligible Investments that constitute Principal Proceeds (or
such lower amount, including 0% of that nominal value, if as a result of amendment, repeal or otherwise, if each of the Administrative
Agent and each Affected Lender agrees in writing that such lower amount (i) is required or permitted under the EU Risk Retention
Requirements and (ii) complies with its internal retention requirement policies) (such material net economic interest, the “Retained
Interest”, and such requirement, the “Retention Requirement”);



 






    Exhibit G-1


     


    

 


		b.	that it will retain the Retained Interest in the form specified in Article 6(3)(d) of the Securitisation
Regulation, by holding 100% of all Equity Interests in the Borrower, being the first loss tranche and having the same or a more
severe risk profile than those transferred or sold to investors, in a nominal amount at least equal to 5% of the nominal value
of all the Collateral Loans and of the Eligible Investments that constitute Principal Proceeds;



 


		c.	that the Retained Interest shall not be subject to any credit risk mitigation or any short positions
or any other hedge, unless permitted by the Securitisation Regulation, and shall not be sold;



 


		d.	that it established the transaction contemplated by the Credit Agreement and the other Loan Documents;



 


		e.	that it, either itself or through related entities (including the Borrower), directly or indirectly,
was involved or will be involved in negotiating the original agreements which created or will create over 50% (measured by total
nominal amount) of all the Collateral Loans acquired (or committed to be acquired) or originated by the Borrower;



 


		f.	that in relation to every Collateral Loan that has been or will be sold or transferred to the Borrower
by it, the Retention Provider grants all the credits giving rise to such Collateral Loans on the basis of sound and well-defined
criteria and clearly established processes for approving, amending, renewing and financing those Collateral Loans and has effective
systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the
obligor’s creditworthiness;



 


		g.	that (1) it was not established and does not operate for the sole purpose of securitizing exposures;
(2) it has a business strategy and the capacity to meet payment obligations consistent with a broader business enterprise and involving
material support from capital, assets, fees or other income available to it, relying neither on the Collateral Loans and Eligible
Investments or other exposures securitized by it nor on the Retained Interest or any other interests retained or proposed to be
retained in accordance with the EU Risk Retention Requirements, as well as any corresponding income from such exposures and interests;
(3) its responsible decision-makers have the required experience to enable it to pursue its business strategy, as well as an adequate
corporate governance arrangement and (4) it will not select Collateral Loans to satisfy the Originator Requirement with the aim
of rendering losses on such Collateral Loans during the term of the transaction constituted by the Loan Documents higher than the
losses over the same period on comparable assets held on the balance sheet of the Retention Provider;



 






    Exhibit G-2


     


    

 


		h.	that it will confirm in writing its continued compliance with the requirements set forth in clauses
(a) through (g) above to the Borrower (who shall furnish such information to the Administrative Agent for distribution to each
Affected Lender):



 


		i.	on a monthly basis pursuant to Section 5.1(l)(iii) of the Credit Agreement (concurrent with the
delivery of each Collateral Report);



 


		ii.	upon any written request therefor by or on behalf of the Borrower or any Affected Lender delivered
as a result of a material change in (x) the performance of the Collateral Loans and/or (y) the risk characteristics of the transaction
from time to time, pursuant to Section 5.1(l)(iv) of the Credit Agreement; and



 


		iii.	promptly upon the Borrower and/or the Retention Provider becoming aware of any material breach
of the obligations included in any Loan Document, pursuant to Section 5.1(l)(iv) of the Credit Agreement;



 


		i.	that it will, promptly following a request by any Affected Lender, provide a refreshed letter in
substantially the form of this letter in connection with a material amendment of any Loan Document, in each case where the Borrower
has received a request for the same from an Affected Lender pursuant to Section 5.1(l)(i) of the Credit Agreement;



 


		j.	that it will, promptly on becoming aware of the occurrence thereof, provide a written notice to
the Borrower of any failure to satisfy the Retention Requirement at any time pursuant to Section 5.1(l)(ii) of the Credit Agreement;
and



 


		k.	that it will, promptly following a request by an Affected Lender, provide such additional information
as such Affected Lender may reasonably request in order for such Affected Lender to comply with the EU Risk Retention Requirements
which is either in the possession of the Retention Provider or can be obtained at no material cost to the Retention Provider.



 


2.           The
Retention Provider hereby confirms that it has reviewed the Loan Documents and has participated in the selection of the Collateral
Loans transferred to the Borrower prior to the Closing Date.


 


3.           The
Retention Provider hereby agrees and consents to, and acknowledges and agrees to be bound by, the provisions set forth in Section
12.20 of the Credit Agreement.


 






    Exhibit G-3


     


    

 


4.           This
letter shall not be assignable by the Retention Provider without the prior written consent of the Borrower, the Administrative
Agent and each Affected Lender. This letter may not be amended or any provision hereof waived or modified except by an instrument
in writing signed by each of the Retention Provider, the Borrower, the Administrative Agent and each Affected Lender. This letter
may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall
constitute one agreement. Delivery of an executed counterpart of a signature page of this letter by facsimile or other electronic
transmission shall be effective as delivery of a manually executed counterpart hereof. This letter supersedes all prior understandings,
whether written or oral, between us with respect to the matters set forth herein.


 


5.           This
letter shall be governed by, and construed in accordance with, the law of the State of New York. Each of the parties hereto
and, by its acceptance hereof, each addressee of this letter hereby irrevocably and unconditionally (a) submits, for itself and
its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting
in New York City in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out
of or relating to this letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment,
and agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court
or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this letter or the transactions contemplated hereby or thereby in any New York State court or in any such Federal court
and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


6.           EACH
OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY
OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS LETTER.


 


[Remainder of page intentionally left
blank]


 




    Exhibit G-4


     


    

 





	 	Very Truly Yours,
	 	 	 
	 	OWL ROCK CAPITAL CORPORATION II
	 	 	 
	 	By:	 
	 	Name:
	 	Title:



 





	Acknowledged and agreed by:	 
	 	 	 
	ORCC II FINANCING II LLC,	 
	as Borrower	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 



 






     


     


    

 


EXHIBIT H


 


[FORM OF RELATED CONTRACT DOCUMENT REQUEST]


 


[Delivery Date]


 


Cortland Capital Market Services LLC, as Document Custodian


225 W. Washington St., 9th Floor


Chicago, IL 60606


Attention: Doc Custody and Legal Department


Facsimile No.: 312-378-0751


Email: DocCustody@cortlandglobal.com; legal@cortlandglobal.com


 


With a copy to:


 


State Street Bank and Trust Company,


as Collateral Agent


Attention: Structured Trust & Analytics


Mail Stop: JAB0577


1776 Heritage Drive


North Quincy, MA 02171


Facsimile No.: (617) 937-4358


Email: scott.berry@statestreet.com


 


		Re:	Credit Agreement, dated as of April 14, 2020, among ORCC II Financing II LLC, as the Borrower,
the Lenders party thereto from time to time, Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company,
as Collateral Agent, Collateral Administrator and Custodian and Cortland Capital Market Services LLC, as Document Custodian (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)



 


Ladies and Gentlemen:


 


Pursuant to Article
XV of the Credit Agreement and in connection with the custody of the Related Contracts held by Cortland Capital Market Services
LLC as the Document Custodian, for the benefit of the Secured Parties, under the Credit Agreement, we request the release of the
Related Contracts (or such documents as specified below) for the Collateral Loans described below or in the attached Excel spreadsheet,
for the reason indicated below.5
In connection with such request, the Services Provider hereby confirms that [no Event of Default has occurred and is continuing]
[an Event of Default has occurred and is continuing and the Administrative Agent has consented to the release of the documents
specified below], all amounts received in connection with any liquidation of the Collateral Loans described below or in the attached
Excel spreadsheet have been credited to the Collection Account and the conditions to release have been met as specified in Section
14.5 of the Credit Agreement. All capitalized terms used but not defined herein shall have the meaning provided in the Credit Agreement.


 





 



		5	Please
                                         specify the Related Contracts to be returned and recite reason for such return.


 






    Exhibit H-1


     


    

 


Obligor’s Name, Address & Zip Code:


 


Collateral Loan Number:


 


Collateral Loan File:


 


Reason for Requested Documents (check one)


 


	____ 1. 		Pledged Collateral Paid in Full.



 


	____ 2. 		Pledged Asset Being Sold in Whole (and Not in
Part).



 


	____ 3. 		Other (explain)



 





	 	 	 
	 	 	 
	 	 	 



  


If box 1 or 2 above is checked, and if
all or part of the Related Contracts were previously released to us, please release to us the Related Contracts, requested in our
previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified
Collateral Loan.


 


Delivery Instructions – Address Needed:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 


  


[Remainder intentionally left blank]


 




    Exhibit H-2


     


    

 


IN WITNESS WHEREOF,
this Related Contract Document Request has been executed as of the date first written above:


 





	 	OWL ROCK CAPITAL CORPORATION II
	 	as the Services Provider
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	Date:


  




    Exhibit H-3


     


    

 


EXHIBIT I-1


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement dated as of April 14, 2020 (as amended, supplemented or otherwise modified from time to time, the
 “Credit Agreement”), among ORCC II Financing II LLC, as the Borrower, the Lender party thereto from time to
time, Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator
and Custodian and Cortland Capital Market Services LLC, as Document Custodian.


 


Pursuant to the provisions
of Section 11.4 of the Credit Agreement, the undersigned hereby certifies that (i) 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, (ii) it
is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent
shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled
foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.
By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the
undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished
the Borrower and the 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.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 	 
	Date: ________ __, 20[  ]	 



 




    Exhibit I-1-1


     


    

 


EXHIBIT I-2


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement dated as of April 14, 2020 (as amended, supplemented or otherwise modified from time to time, the
 “Credit Agreement”), among ORCC II Financing II LLC, as the Borrower, the Lenders party thereto from time to
time, Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator
and Custodian and Cortland Capital Market Services LLC, as Document Custodian.


 


Pursuant to the provisions
of Section 11.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation”
related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.
By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the
undersigned shall promptly so inform such Lender in writing, and (2) 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.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 	 
	Date: ________ __, 20[  ]	 


 




    Exhibit I-2-1


     


    

 


EXHIBIT I-3


 


FORM OF 


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement dated as of April 14, 2020 (as amended, supplemented or otherwise modified from time to time, the
 “Credit Agreement”), among ORCC II Financing II LLC, as the Borrower, the Lenders party thereto from time to
time, Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator
and Custodian and Cortland Capital Market Services LLC, as Document Custodian.


 


Pursuant to the provisions
of Section 11.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such participation, (iii) 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 Code, (iv) 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 Code and (v) 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 Code.


 


The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form 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
(1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) 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.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 	 
	Date: ________ __, 20[  ]	 


 




    Exhibit I-3-1


     


    

 


EXHIBIT I-4


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement dated as of April 14, 2020 (as amended, supplemented or otherwise modified from time to time, the
 “Credit Agreement”), among ORCC II Financing II LLC, as the Borrower, the Lenders party thereto from time to
time, Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator
and Custodian and Cortland Capital Market Services LLC, as Document Custodian.


 


Pursuant to the provisions
of Section 11.4 of the Credit Agreement, the undersigned hereby certifies that (i) 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, (ii) 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)), (iii) with
respect to the extension of credit pursuant to this Credit Agreement or any other Loan 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 Code, (iv) 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 Code and (v) 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 Code.


 


The undersigned has
furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form 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
(1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the
Agent, and (2) the undersigned shall have at all times furnished the Borrower and the 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.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 	 
	Date: ________ __, 20[  ]	 


 




    Exhibit I-4-1


     


    

 


EXHIBIT J


 


DOCUMENT CHECKLIST


 





	Collateral Loan: 	 	 



 





	Obligor Name: 	 	 


 





	Date: 	 	 


 


	Description of Related Contract	Original or Copy
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


The undersigned certifies that the above
Related Contracts have been delivered to Cortland Capital Market Services LLC, as Document Custodian, on the date referenced above.


 


[Borrower] or [Services Provider]


 





	By:	 	 









	Name:	 	 








	Title:	 	 


  




    Exhibit J-1


     


    

 


EXHIBIT K


 


AUTHORIZED REPRESENTATIVES OF SERVICES
PROVIDER


 





	Name 	 	Signature	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 




    Exhibit K-1


     


    

 


EXHIBIT L


 


form
of [prepayment][commitment reductIon]1
Notice


 


Natixis, New York Branch.


as Administrative Agent and Initial Lender


1251 Avenue of the Americas, 4th Floor


New York, New York 10020


Attention: Evelyn Moesch Clarke


Telephone No.: (212) 891-5879


Email: evelyn.clarke@natixis.com; scsgnotices@us.natixis.com;
adminagency@natixis.com


 


Standard & Poor’s Rating Service


55 Water Street, 41st Floor


New York, New York 10041-0003


Email: cdo_surveillance@spglobal.com


 


Date: [●]/20[●]


 


RE: [Voluntary Prepayment][Commitment Reduction]2


 


Reference is made to the Credit Agreement,
dated as of April 14, 2020, among ORCC II Financing II LLC, as Borrower, the Lenders party thereto from time to time, Natixis,
New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and
Custodian and Cortland Capital Market Services LLC, as Document Custodian, as amended from time to time in accordance with its
terms, (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Credit Agreement.


 


In accordance with Section 2.7 of the Credit
Agreement, we hereby provide notice that as of [●], 20[●],
the [Revolving Loans][Term Loans]3
will be prepaid in the principal amount of $[●] together with accrued interest thereon
to the date of prepayment [and the Commitment Reduction Amount shall be $[●]]4.


 


I, the undersigned, an Authorized Officer
of the Borrower hereby certifies that the requirements set forth in Section 2.7(d) of the Credit Agreement with respect to such
proposed prepayment of the [Revolving Loans][Term Loans]5
have been satisfied.


 


[Signature page follows]


 





 





1
Delete as appropriate


2
Delete as appropriate


3
Delete as appropriate


4
Insert if there is a reduction of the Total Revolving Commitment.


5
Delete as appropriate


 





    Exhibit L-1


     


    

 


IN WITNESS WHEREOF, this Certificate has been executed as of
the date first written above.


 





	 	ORCC II Financing II LLC, as Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   




    Exhibit L-2


     


    

 


EXHIBIT M


 


Form
of FINANCIAL STATEMENT CERTIFICATE of an Authorized 

Officer of the Borrower
pursuant to Section 5.1(B)


 


Natixis, New York Branch,


as Administrative Agent


1251 Avenue of the Americas, 4th Floor


New York, New York 10020


Attention: Evelyn Moesch Clarke


Tel.: (212) 891-5879

Email: evelyn.clarke@natixis.com; scsgnotices@natixis.com; adminagency@natixis.com


 


State Street Bank and Trust Company,


as Custodian, Collateral Agent, Collateral Administrator and
Securities Intermediary


Attention: Structured Trust & Analytics


Mail Stop: JAB0577


1776 Heritage Drive


North Quincy, MA 02171


Facsimile No.: (617) 937-4358


Email: scott.berry@statestreet.com


 


Cortland Capital Market Services LLC,

as Document Custodian


225 W. Washington St., 9th Floor


Chicago, IL 60606


Attention: Doc Custody and Legal Department


Facsimile No.: 312-378-0751


Email: DocCustody@cortlandglobal.com; legal@cortlandglobal.com


 


Standard & Poor’s Rating Service


55 Water Street, 41st Floor


New York, New York 10041-0003


Email: cdo_surveillance@spglobal.com


 


Date: [●]/20[●]


 


This certificate (the “Certificate”)
is being delivered in connection with Section 5.1(b) of the Credit Agreement, dated as of April 14, 2020, among ORCC II Financing
II LLC, as Borrower, the Lenders party thereto from time to time, Natixis, New York Branch, as Administrative Agent, State Street
Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Cortland Capital Market Services LLC, as
Document Custodian, as amended from time to time in accordance with its terms, (the “Credit Agreement”). Capitalized
terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.


 






    Exhibit M-1


     


    

 


I, the undersigned, am an Authorized Officer
of ORCC II FINANCING II LLC, a Delaware limited liability company (the “Company”), and do hereby certify to
my knowledge, as of the date of this certificate, (x) that the financial statements delivered with this Certificate fairly present
in all material respects the financial condition and the results of operations of the Borrower on the dates and for the periods
indicated, on the basis of GAAP, subject, in the case of interim financial statements, to normally recurring year-end adjustments
and the absence of notes, and (y) that I have reviewed the terms of the Loan Documents and have made, or caused to be made
under my supervision, a review in reasonable detail of the business and condition of the Borrower during the period beginning on
the date through which the last such review was made pursuant to Section 5.1(b) of the Credit Agreement (or, in the case of the
first certification pursuant to Section 5.1(b) of the Credit Agreement, the Closing Date) and ending on a date not more than [five]
Business Days prior to the date of such delivery and that on the basis of such financial statements and such review of the Loan
Documents, [no Default has occurred and is continuing][a Default has occurred and is continuing with respect to [●],
and the Services Provider [is taking] [proposes to take] the following actions to cure such Default:


 


[●]]1.


 


Attached hereto are the balance sheet of
the Borrower as of the end of the most recently concluded fiscal quarter and any related statements of operations for such fiscal
quarter and for the portion of the Borrower’s fiscal year ended at the end of such quarter.


 


IN WITNESS WHEREOF, this Certificate has been executed as of
the date first written above.


 





	 	ORCC II FINANCING II LLC, as Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





 





1
Please provide nature and extent of Default, and if continuing, the action the Services
Provider is taking or proposed to take in respect thereof.


 






    Exhibit M-2