FS Investment Corporation III 8-K


 


Exhibit 10.1


EXECUTION VERSION


 


 


LOAN FINANCING AND SERVICING AGREEMENT


 


 


dated as of December 2, 2014


 


 


DUNLAP FUNDING LLC

as Borrower


 


 


THE LENDERS FROM TIME TO TIME PARTIES HERETO,


 


 


DEUTSCHE BANK AG, NEW YORK BRANCH,

as Administrative Agent


 


 


THE OTHER AGENTS PARTIES HERETO,


 


 


and


 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent and as Collateral Custodian


 



    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	Article I          DEFINITIONS	 	1
	 	 	 	 
	Section 1.1	Defined Terms	 	1
	 	 	 	 
	Section 1.2	Other Definitional Provisions	 	39
	 	 	 	 
	Article II         THE FACILITY,
ADVANCE PROCEDURES AND NOTES	 	41
	 	 	 	 
	Section 2.1	Advances	 	41
	 	 	 	 
	Section 2.2	Funding of Advances	 	41
	 	 	 	 
	Section 2.3	Notes	 	42
	 	 	 	 
	Section 2.4	Repayment and Prepayments	 	43
	 	 	 	 
	Section 2.5	Permanent Reduction of Facility Amount	 	43
	 	 	 	 
	Section 2.6	Extension of Revolving Period	 	43
	 	 	 	 
	Section 2.7	Calculation of Discount Factor	 	44
	 	 	 	 
	Article III        YIELD, UNDRAWN FEE, ETC	 	44
	 	 	 	 
	Section 3.1	Yield and Undrawn Fee	 	44
	 	 	 	 
	Section 3.2	Yield Distribution Dates	 	44
	 	 	 	 
	Section 3.3	Yield Calculation	 	45
	 	 	 	 
	Section 3.4	Computation of Yield, Fees, Etc.	 	45
	 	 	 	 
	Article IV        PAYMENTS; TAXES	 	45
	 	 	 	 
	Section 4.1	Making of Payments	 	45
	 	 	 	 
	Section 4.2	Due Date Extension	 	45
	 	 	 	 
	Section 4.3	Taxes	 	46



 



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	Article V          INCREASED COSTS,
ETC	 	50
	 	 	 	 
	Section 5.1	Increased Costs, Capital Adequacy	 	50
	 	 	 	 
	Article VI         EFFECTIVENESS; CONDITIONS TO ADVANCES	 	51
	 	 	 	 
	Section 6.1	Effectiveness	 	51
	 	 	 	 
	Section 6.2	Advances and Reinvestments	 	53
	 	 	 	 
	Section 6.3	Transfer of Collateral Obligations and Permitted Investments	 	55
	 	 	 	 
	Article VII        ADMINISTRATION
AND Management OF COLLATERAL OBLIGATIONS	 	56
	 	 	 	 
	Section 7.1	Investment Manager	 	56
	 	 	 	 
	Section 7.2	Investment Manager Events of Default	 	56
	 	 	 	 
	Section 7.3	Duties of the Investment Manager	 	57
	 	 	 	 
	Section 7.4	Reserved	 	58
	 	 	 	 
	Section 7.5	Covenants Relating to the Investment Manager	 	58
	 	 	 	 
	Section 7.6	Reserved	 	61
	 	 	 	 
	Section 7.7	Collateral Reporting	 	61
	 	 	 	 
	Section 7.8	Reserved	 	61
	 	 	 	 
	Section 7.9	Procedural Review of Collateral Obligations; Access to Investment Manager and Investment Manager’s Records	 	61
	 	 	 	 
	Section 7.10	Optional Sales	 	62
	 	 	 	 
	Section 7.11	Repurchase or Substitution of Warranty Collateral Obligations	 	64
	 	 	 	 
	Section 7.12	Required Sale Date	 	64
	 	 	 	 
	Article VIII       ACCOUNTS; PAYMENTS	 	64
	 	 	 	 
	Section 8.1	Accounts	 	64
	 	 	 	 
	Section 8.2	Excluded Amounts	 	66
	 	 	 	 
	Section 8.3	Distributions, Reinvestment and Dividends	 	67



 



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	Section 8.4	Fees	 	69
	 	 	 	 
	Section 8.5	Monthly Report	 	69
	 	 	 	 
	Article IX         REPRESENTATIONS AND WARRANTIES OF THE BORROWER	 	70
	 	 	 	 
	Section 9.1	Organization and Good Standing	 	70
	 	 	 	 
	Section 9.2	Due Qualification	 	70
	 	 	 	 
	Section 9.3	Power and Authority	 	70
	 	 	 	 
	Section 9.4	Binding Obligations	 	71
	 	 	 	 
	Section 9.5	Security Interest	 	71
	 	 	 	 
	Section 9.6	No Violation	 	72
	 	 	 	 
	Section 9.7	No Proceedings	 	72
	 	 	 	 
	Section 9.8	No Consents	 	72
	 	 	 	 
	Section 9.9	Solvency	 	72
	 	 	 	 
	Section 9.10	Compliance with Laws	 	73
	 	 	 	 
	Section 9.11	Taxes	 	73
	 	 	 	 
	Section 9.12	Monthly Report	 	73
	 	 	 	 
	Section 9.13	No Liens, Etc.	 	73
	 	 	 	 
	Section 9.14	Information True and Correct	 	74
	 	 	 	 
	Section 9.15	Bulk Sales	 	74
	 	 	 	 
	Section 9.16	Collateral	 	74
	 	 	 	 
	Section 9.17	Selection Procedures	 	74
	 	 	 	 
	Section 9.18	Indebtedness	 	74
	 	 	 	 
	Section 9.19	No Injunctions	 	74
	 	 	 	 
	Section 9.20	No Subsidiaries	 	74
	 	 	 	 
	Section 9.21	ERISA Compliance	 	74
	 	 	 	 
	Section 9.22	Investment Company Status	 	74



 



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	Section 9.23	Set-Off, Etc.	 	74
	 	 	 	 
	Section 9.24	Collections	 	75
	 	 	 	 
	Section 9.25	Value Given	 	75
	 	 	 	 
	Section 9.26	Regulatory Compliance	 	75
	 	 	 	 
	Section 9.27	Separate Existence	 	75
	 	 	 	 
	Section 9.28	Transaction Documents	 	75
	 	 	 	 
	Section 9.29	Anti-Terrorism, Anti-Money Laundering	 	76
	 	 	 	 
	Article X          COVENANTS	 	76
	 	 	 	 
	Section 10.1	Protection of Security Interest of the Secured Parties	 	76
	 	 	 	 
	Section 10.2	Other Liens or Interests	 	77
	 	 	 	 
	Section 10.3	Costs and Expenses	 	77
	 	 	 	 
	Section 10.4	Reporting Requirements	 	77
	 	 	 	 
	Section 10.5	Separate Existence	 	78
	 	 	 	 
	Section 10.6	Hedging Agreements	 	79
	 	 	 	 
	Section 10.7	Tangible Net Worth	 	81
	 	 	 	 
	Section 10.8	Taxes	 	81
	 	 	 	 
	Section 10.9	Merger, Consolidation, Etc.	 	81
	 	 	 	 
	Section 10.10	Deposit of Collections	 	81
	 	 	 	 
	Section 10.11	Indebtedness; Guarantees	 	82
	 	 	 	 
	Section 10.12	Limitation on Purchases from Affiliates	 	82
	 	 	 	 
	Section 10.13	Documents	 	82
	 	 	 	 
	Section 10.14	Preservation of Existence	 	82
	 	 	 	 
	Section 10.15	Limitation on Investments	 	82
	 	 	 	 
	Section 10.16	Distributions	 	83
	 	 	 	 
	Section 10.17	Performance of Borrower Assigned Agreements	 	83



 



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	Section 10.18	Material Modifications	 	83
	 	 	 	 
	Section 10.19	Further Assurances; Financing Statements	 	83
	 	 	 	 
	Section 10.20	Obligor Payment Instructions	 	84
	 	 	 	 
	Section 10.21	Delivery of Collateral Obligation Files	 	84
	 	 	 	 
	Section 10.22	Collateral Obligation Schedule	 	84
	 	 	 	 
	Article XI         THE COLLATERAL
AGENT	 	85
	 	 	 	 
	Section 11.1	Appointment of Collateral Agent	 	85
	 	 	 	 
	Section 11.2	Monthly Reports	 	85
	 	 	 	 
	Section 11.3	Collateral Administration	 	85
	 	 	 	 
	Section 11.4	Removal or Resignation of Collateral Agent	 	88
	 	 	 	 
	Section 11.5	Representations and Warranties	 	89
	 	 	 	 
	Section 11.6	No Adverse Interest of Collateral Agent	 	89
	 	 	 	 
	Section 11.7	Reliance of Collateral Agent	 	89
	 	 	 	 
	Section 11.8	Limitation of Liability and Collateral Agent Rights	 	90
	 	 	 	 
	Section 11.9	Tax Reports	 	92
	 	 	 	 
	Section 11.10	Merger or Consolidation	 	92
	 	 	 	 
	Section 11.11	Collateral Agent Compensation	 	93
	 	 	 	 
	Section 11.12	Anti-Terrorism Laws	 	93
	 	 	 	 
	Article XII        GRANT OF SECURITY
INTEREST	 	93
	 	 	 	 
	Section 12.1	Borrower’s Grant of Security Interest	 	93
	 	 	 	 
	Section 12.2	Borrower Remains Liable	 	95
	 	 	 	 
	Section 12.3	Release of Collateral	 	95
	 	 	 	 
	Article XIII        FACILITY TERMINATION
EVENTS	 	95
	 	 	 	 
	Section 13.1	Facility Termination Events	 	95



 



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	Section 13.2	Effect of Facility Termination Event	 	98
	 	 	 	 
	Section 13.3	Rights upon Facility Termination Event	 	99
	 	 	 	 
	Section 13.4	Collateral Agent May Enforce Claims Without Possession of Notes	 	99
	 	 	 	 
	Section 13.5	Collective Proceedings	 	99
	 	 	 	 
	Section 13.6	Insolvency Proceedings	 	100
	 	 	 	 
	Section 13.7	Delay or Omission Not Waiver	 	101
	 	 	 	 
	Section 13.8	Waiver of Stay or Extension Laws	 	101
	 	 	 	 
	Section 13.9	Limitation on Duty of Collateral Agent in Respect of Collateral	 	101
	 	 	 	 
	Section 13.10	Power of Attorney	 	102
	 	 	 	 
	Article XIV        THE ADMINISTRATIVE
AGENT	 	103
	 	 	 	 
	Section 14.1	Appointment	 	103
	 	 	 	 
	Section 14.2	Delegation of Duties	 	103
	 	 	 	 
	Section 14.3	Exculpatory Provisions	 	103
	 	 	 	 
	Section 14.4	Reliance by Note Agents	 	104
	 	 	 	 
	Section 14.5	Notices	 	104
	 	 	 	 
	Section 14.6	Non-Reliance on Note Agents	 	104
	 	 	 	 
	Section 14.7	Indemnification	 	105
	 	 	 	 
	Section 14.8	Successor Note Agent	 	105
	 	 	 	 
	Section 14.9	Note Agents in their Individual Capacity	 	106
	 	 	 	 
	Section 14.10	Borrower Procedural Review	 	106
	 	 	 	 
	Article XV        ASSIGNMENTS	 	106
	 	 	 	 
	Section 15.1	Restrictions on Assignments	 	106
	 	 	 	 
	Section 15.2	Documentation	 	106
	 	 	 	 
	Section 15.3	Rights of Assignee	 	106



 



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	Section 15.4	Assignment by Lenders	 	107
	 	 	 	 
	Section 15.5	Registration; Registration of Transfer and Exchange	 	107
	 	 	 	 
	Section 15.6	Mutilated, Destroyed, Lost and Stolen Notes	 	108
	 	 	 	 
	Section 15.7	Persons Deemed Owners	 	109
	 	 	 	 
	Section 15.8	Cancellation	 	109
	 	 	 	 
	Section 15.9	Participations; Pledge	 	109
	 	 	 	 
	Article XVI       INDEMNIFICATION	 	110
	 	 	 	 
	Section 16.1	Borrower Indemnity	 	110
	 	 	 	 
	Section 16.2	Reserved	 	110
	 	 	 	 
	Section 16.3	Contribution	 	111
	 	 	 	 
	Section 16.4	Net After-Tax Basis	 	111
	 	 	 	 
	Article XVII      MISCELLANEOUS	 	111
	 	 	 	 
	Section 17.1	No Waiver; Remedies	 	111
	 	 	 	 
	Section 17.2	Amendments, Waivers	 	111
	 	 	 	 
	Section 17.3	Notices, Etc.	 	112
	 	 	 	 
	Section 17.4	Costs and Expenses	 	112
	 	 	 	 
	Section 17.5	Binding Effect; Survival	 	113
	 	 	 	 
	Section 17.6	Captions and Cross References	 	113
	 	 	 	 
	Section 17.7	Severability	 	113
	 	 	 	 
	Section 17.8	GOVERNING LAW	 	113
	 	 	 	 
	Section 17.9	Counterparts	 	113
	 	 	 	 
	Section 17.10	WAIVER OF JURY TRIAL	 	113
	 	 	 	 
	Section 17.11	No Proceedings	 	114
	 	 	 	 
	Section 17.12	Limited Recourse	 	114
	 	 	 	 
	Section 17.13	ENTIRE AGREEMENT	 	115



 



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	Section 17.14	Confidentiality	 	115
	 	 	 	 
	Section 17.15	Non-Confidentiality of Tax Treatment	 	116
	 	 	 	 
	Section 17.16	Replacement of Lenders	 	116
	 	 	 	 
	Section 17.17	Consent to Jurisdiction	 	117
	 	 	 	 
	Section 17.18	Option to Acquire Rating	 	118
	 	 	 	 
	Article XVIII     COLLATERAL CUSTODIAN	 	118
	 	 	 	 
	Section 18.1	Designation of Collateral Custodian	 	118
	 	 	 	 
	Section 18.2	Duties of the Collateral Custodian	 	118
	 	 	 	 
	Section 18.3	Delivery of Collateral Obligation Files	 	120
	 	 	 	 
	Section 18.4	Collateral Obligation File Certification	 	120
	 	 	 	 
	Section 18.5	Release of Collateral Obligation Files	 	121
	 	 	 	 
	Section 18.6	Examination of Collateral Obligation Files	 	123
	 	 	 	 
	Section 18.7	Lost Note Affidavit	 	123
	 	 	 	 
	Section 18.8	Transmission of Collateral Obligation Files	 	123
	 	 	 	 
	Section 18.9	Merger or Consolidation	 	124
	 	 	 	 
	Section 18.10	Collateral Custodian Compensation	 	124
	 	 	 	 
	Section 18.11	Removal or Resignation of Collateral Custodian	 	124
	 	 	 	 
	Section 18.12	Limitations on Liability	 	125
	 	 	 	 
	Section 18.13	Collateral Custodian as Agent of Collateral Agent	 	126



 



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	EXHIBIT A	Form of Note
	EXHIBIT B	Audit Standards
	EXHIBIT C-1	Form of Advance Request
	EXHIBIT C-2	Form of Reinvestment Request
	EXHIBIT C-3	Form of Asset Approval Request
	EXHIBIT D	Form of Monthly Report
	EXHIBIT E	Form of Approval Notice
	EXHIBIT F-1	Authorized Representatives of Investment Manager
	EXHIBIT F-2	Request for Release and Receipt
	EXHIBIT F-3	Request for Release of Request for Release and Receipt
	EXHIBIT G-1	U.S. Tax Compliance Certificate (Foreign Lender - non-Partnerships)
	EXHIBIT G-2	U.S. Tax Compliance Certificate (Foreign Participant - non-Partnerships)
	EXHIBIT G-3	U.S. Tax Compliance Certificate (Foreign Participants - Partnerships)
	EXHIBIT G-4	U.S. Tax Compliance Certificate (Foreign Lenders - Partnerships)
	EXHIBIT H	Schedule of Collateral Obligations Certification
	 	 
	SCHEDULE 1	Diversity Score Calculation
	SCHEDULE 2	Moody’s Industry Classification Group List
	SCHEDULE 3	Collateral Obligations



 



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LOAN FINANCING AND SERVICING AGREEMENT


 


THIS LOAN FINANCING AND
SERVICING AGREEMENT is made and entered into as of December 2, 2014, among DUNLAP FUNDING LLC, a Delaware limited liability company
(the “Borrower”), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the AGENTS for the Lender
Groups (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, together with their respective
successors and permitted assigns in such capacity, an “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral
Agent and Collateral Custodian (each as hereinafter defined), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in
such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).


 


RECITALS


 


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


 


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


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 


“Account”
means the Unfunded Exposure Account, the Principal Collection Account and the Interest Collection Account, together with any sub-accounts
deemed appropriate or necessary by the Securities Intermediary, for convenience in administering such accounts.


 


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


 


“Account Control
Agreement” means the Securities Account Control Agreement, dated as of the Effective Date, by and between the Borrower,
as pledgor, the Collateral Agent on behalf of the Secured Parties, as secured party, and the Collateral Custodian, as Securities
Intermediary.


 



    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Advance Rate”
has the meaning set forth in the Fee Letters.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Aggregate Funded
Spread” means, as of any day, the sum of: (a) in the case of each Eligible Collateral Obligation (including, for
any Deferrable Collateral Obligation, only the required current cash pay interest thereon) that bears interest at a spread over
a London interbank offered rate based index, (i) the sum of (I) the stated interest rate spread on each such Collateral Obligation
above such index plus (II) for each such Collateral Obligation that provides for a minimum index amount, the excess, if any, of
such minimum index amount over such index multiplied by (ii) the Collateral Obligation Amount of each such Collateral
Obligation plus (b) in the case of each Eligible Collateral Obligation (including, for any Deferrable Collateral Obligation,
only the required current cash pay interest thereon) that bears interest at a spread over an index other than a London interbank
offered rate based index, (A) the excess for each such Collateral Obligation of the sum of such spread for each such Collateral
Obligation and such index for each such Collateral Obligation over the LIBOR Rate for such applicable period of time (which spread
or excess may be expressed as a negative percentage) multiplied by (B) the Collateral Obligation Amount of each such
Collateral Obligation plus (c) in the case of each Eligible Collateral Obligation (including, for any Deferrable Collateral
Obligation, only the required current cash pay interest thereon) that is a Fixed Rate Collateral Obligation, (x) the interest rate
for such Collateral Obligation minus the LIBOR Rate multiplied by (y) the Collateral Obligation Amount of each such
Collateral Obligation.


 



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


 


“Aggregate Unfunded
Amount” shall mean, as of any date of determination, the sum of the unfunded commitments and all other standby or contingent
commitments associated with each Variable Funding Asset included in the Collateral as of such date.


 


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


 


“Alternate Base
Rate” means a fluctuating rate per annum as shall be in effect from time to time, which rate shall be at all times
equal to the higher of:


 


(a)        the rate of
interest announced publicly by DBNY in New York, New York, from time to time as DBNY’s base commercial lending rate; and


 


(b)        1⁄2 of
one percent above the Federal Funds Rate.


 


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


 


“Applicable Law”
means for any Person all existing and future laws, rules, regulations (including temporary and final income tax regulations), statutes,
treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Official Body applicable to
such Person (including, without limitation, predatory and abusive lending laws, usury laws, the Federal Truth in Lending Act, the
Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act,
the Federal Trade Commission Act, the Magnuson Moss Warranty Act, the Federal Reserve Board’s Regulations “B”
and “Z,” the Servicemembers Civil Relief Act of 2003 and state adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code and all other consumer credit laws and equal credit opportunity and disclosure laws) and applicable
judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial
tribunal or agency of competent jurisdiction.


 



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“Applicable Margin”
has the meaning set forth in the Fee Letters.


 


“Appraised Value”
means, with respect to any Asset Based Loan, the appraised value of the pro rata portion of the underlying collateral securing
such Collateral Obligation as determined by an Approved Valuation Firm.


 


“Approval Notice”
means, with respect to any Collateral Obligation, a copy of a notice executed by the Administrative Agent in the form of Exhibit
E, evidencing, among other things, the approval of the Administrative Agent, in its sole discretion, of such Collateral Obligation
and the applicable Discount Factor, the jurisdiction (if other than the United States or any State thereof) of the applicable Obligor,
the loan type and lien priority, the Effective LTV, the Original Effective LTV and the Attaching Original Effective LTV (if such
Collateral Obligation is an Asset Based Loan), the Original Leverage Multiple and the Attaching Leverage Multiple, other non-cash
charges included in EBITDA and each other item listed in Section 6.2(h).


 


“Approved Valuation
Firm” means, with respect to any Collateral Obligation, any valuation firm either (a) specified on the related Asset
Approval Request and approved on the related Approval Notice or (b) otherwise approved in writing by the Administrative Agent in
its reasonable discretion.


 


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


 


        (a)        the proposed
date of each related acquisition;


 


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


 


        (c)        the Original
Leverage Multiple and Original Effective LTV (if such Collateral Obligation is an Asset Based Loan) for each such Collateral Obligation,
measured as of the date of such notice;


 


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


 


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


 


        (f)        all Obligor
Information, including notice of any unavailable items of Obligor Information; and


 


        (f)        a related Schedule
of Collateral Obligations.


 


“Asset Based Loan”
means any Loan which the Investment Manager identifies on the related Asset Approval Request that (i) was underwritten primarily
on the appraised value of the assets securing such Loan and (ii) is governed by a borrowing base.


 



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“Attaching Leverage
Multiple” means, with respect to any Collateral Obligation that is an Enterprise Value Loan, the Leverage Multiple of
any Loan of the applicable Obligor that is immediately senior in right of payment to such Collateral Obligation.


 


“Attaching Original
Effective LTV” means, with respect to any Collateral Obligation that is an Asset Based Loan, the Original Effective LTV
of any Loan of the applicable Obligor that is immediately senior in right of payment to such Collateral Obligation.


 


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


 


“Average Life”
means, as of any day and with respect to any Collateral Obligation, the quotient obtained by dividing (i) the sum of
the products of (a) the number of years (rounded up to the nearest one hundredth thereof) from such day to the respective
dates of each successive Scheduled Collateral Obligation Payment of principal on such Collateral Obligation multiplied by
(b) the respective amounts of principal of such Scheduled Collateral Obligation Payments by (ii) the sum of all successive
Scheduled Collateral Obligation Payments of principal on such Collateral Obligation.


 


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


 


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


 


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


 


        (b)        any period in
the event the LIBOR Rate is not reasonably available to any Lender for such period,


 


the “Base Rate” shall be
a floating rate per annum equal to the Alternate Base Rate in effect on each day of such period.


 


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


 



    	-5-



    	 



    

 


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


 


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


 


“Borrowing Base”
means, on any day of determination, (i) the product of the lower of (a) the Weighted Average Advance Rate and (b) the Maximum Portfolio
Advance Rate multiplied by the Adjusted Aggregate Eligible Collateral Obligation Balance plus (ii) the amount on
deposit in the Principal Collection Account minus (iii) the Aggregate Unfunded Amount plus (iv) the amount on deposit
in the Unfunded Exposure Account.


 


“Borrowing Base
Condition” means, both before and after giving pro forma effect to any such distribution, (i) with respect to any distribution
permitted under Sections 10.16(a)(A)(1) and 10.16(a)(A)(2), the Borrowing Base is greater than or equal to the Advances
outstanding, and (ii) with respect to any distribution permitted under Sections 10.16(a)(A)(3) and 10.16(a)(A)(4),
the Borrowing Base is greater than or equal to 110% of the Advances outstanding.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or the city in which
the offices of the Collateral Agent or Collateral Custodian are located are authorized or obligated by law, executive order or
government decree to remain closed. All references to any “day” or any particular day of any “calendar month”
shall mean calendar day unless otherwise specified.


 


“Capped Fees/Expenses”
means, at any time, the Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses such that the aggregate amount
of such Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses paid to the Collateral Agent or the Collateral
Custodian under the Transaction Documents in any calendar year do not exceed the sum of (i) 0.03% per annum of the Aggregate Eligible
Collateral Obligation Amount plus (ii) $200,000.


 


“Change of Control”
means the Equityholder shall no longer be the sole equityholder of the Borrower.


 


“Charges”
means (i) all federal, state, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to
the PBGC at the time due and payable); (ii) all levies, assessments, charges, or claims of any governmental entity or any
claims of statutory lienholders, the nonpayment of which could give rise by operation of law to a Lien on the Collateral Obligations
or any other property of the Borrower and (iii) any such taxes, levies, assessment, charges or claims which constitute a lien
or encumbrance on any property of the Borrower.


 


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


 



    	-6-



    	 



    

 


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


 


“Collateral Agent”
means Wells Fargo Bank, National Association, solely in its capacity as Collateral Agent, together with its successors and permitted
assigns in such capacity.


 


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


 


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


 


“Collateral Custodian”
means Wells Fargo Bank, National Association, solely in its capacity as collateral custodian, together with its successors and
permitted assigns in such capacity.


 


“Collateral Custodian
Fees and Expenses” has the meaning set forth in Section 18.10.


 


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


 


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


 


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


 


The Collateral Obligation
Amount of any Collateral Obligation that ceases to be (or otherwise is not) an Eligible Collateral Obligation shall be zero.


 


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


 



    	-7-



    	 



    

 


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


 


“Collateral Quality
Tests” means, collectively or individually as the case may be, the Minimum Diversity Test, the Minimum Weighted Average
Spread Test and the Maximum Weighted Average Life Test.


 


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


 


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


 


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


 


“Commercial Paper
Rate” for Advances means, to the extent a Conduit Lender funds such Advances by issuing commercial paper, the sum of
(i) the weighted average of the rates at which commercial paper notes of such Conduit Lender issued to fund such Advances
(which shall include commissions of placement agents and dealers, incremental carrying costs incurred with respect to its commercial
paper maturing on dates other than those on which corresponding funds are received by the Conduit Lender and costs or other borrowings
by the Conduit Lender (other than under any related support facility) may be sold by any placement agent or commercial paper dealer
selected by such Conduit Lender, as agreed in good faith between each such agent or dealer and such Conduit Lender; provided,
that if the rate (or rates) as agreed between any such agent or dealer and such Conduit Lender for any Advance is a discount rate
(or rates), then such rate shall be the rate (or if more than one rate, the weighted average of the rates) resulting from converting
such discount rate (or rates) to an interest-bearing equivalent rate per annum plus, without duplication (ii) any and
all reasonable costs and expenses of any issuing and paying agent or other Person responsible for the administration of such Conduit
Lender’s commercial paper program in connection with the preparation, completion, issuance, delivery or payment of commercial
paper issued to fund the making or maintenance of any Advance. Each Conduit Lender shall notify the Administrative Agent of its
Commercial Paper Rate applicable to any Advance promptly after the determination thereof.


 


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


 



    	-8-



    	 



    

 


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


 


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


 


“Conduit Advance
Termination Date” means, with respect to a Conduit Lender, the date of the delivery by such Conduit Lender to the Borrower
of written notice that such Conduit Lender elects, in its sole discretion, to permanently cease funding Advances hereunder.


 


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


 


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


 


“Cost of Funds
Rate” means, for any Accrual Period and any Lender, the rate determined as set forth below:


 


        (a)        With respect
to each Conduit Lender and each day of such Accrual Period, such Conduit Lender’s Commercial Paper Rate for such day; provided,
that if and to the extent that, and only for so long as, a Conduit Lender at any time determines in good faith that it is unable
to raise or is precluded or prohibited from raising, or that it is not advisable to raise, funds through the issuance of commercial
paper notes in the commercial paper market of the United States to finance its making or maintenance of its portion of any Advance
or any portion thereof (which determination may be based on any allocation method employed in good faith by such Conduit Lender),
upon notice from such Conduit Lender to the Agent for its Lender Group and the Administrative Agent, such Conduit Lender’s
portion of such Advance shall bear interest at a rate per annum equal to the Base Rate; and


 


        (b)        With respect to
each Committed Lender, the Base Rate.


 


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


 


“DBNY”
means Deutsche Bank AG, New York Branch, and its successors.


 



    	-9-



    	 



    

 


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


 


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


 


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


 


        (c)        the Investment
Manager or the Borrower has actual knowledge of a default as to the payment of principal and/or interest that has occurred and
continues for more than two Business Days on another loan or other debt obligation of the same Obligor that is (a) senior
or pari passu in right of payment to such Collateral Obligation, (b) either a full recourse obligation of the Obligor
or secured by the same collateral securing such Collateral Obligation and (c) in an amount (whether separately or in the aggregate)
in excess of $250,000;


 


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


 


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


 


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


 


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


 


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


 


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


 


“Determination
Date” means the last day of each calendar month.


 



    	-10-



    	 



    

 


“DIP Loan”
means any Loan made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either
Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior Liens.


 


“Discount Factor”
means, with respect to each Collateral Obligation and as of any date of determination pursuant to Section 2.7, the value
(expressed as a percentage of par) of such Collateral Obligation as determined by the Administrative Agent in its sole discretion
in accordance with Section 2.7.


 


“Distribution
Date” means the 15th day of each January, April, July and October, or if such date is not a Business Day,
the next succeeding Business Day, commencing in April 2015.


 


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


 


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


 


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


 


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


 


“Effective Advance Rate”
means, on any date of determination, (a) the Advances outstanding on such date divided by (b) the sum of (i) the Adjusted
Aggregate Eligible Collateral Obligation Balance on such date plus (ii) the amount of Principal Collections on deposit in
the Principal Collection Account on such date minus (iii) the Aggregate Unfunded Amount on such date plus (iv) the
amount on deposit in the Unfunded Exposure Account on such date.


 



    	-11-



    	 



    

 


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


 


“Effective Equity”
means, as of any day, the greater of (x) the sum of the Principal Balances of all Eligible Collateral Obligations minus
(ii) the outstanding principal amount of all Advances and (y) $0.


 


“Effective LTV”
means, with respect to any Asset Based Loan as of any date of determination, the product of (i) the Principal Balance of such Collateral
Obligation divided by (ii) the Appraised Value of such Collateral Obligation as of such date of determination.


 


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


 


“Eligible Collateral
Obligation” means, on any Measurement Date, each Collateral Obligation that satisfies the following conditions (unless
otherwise waived by the Administrative Agent in its sole discretion on the applicable Approval Notice):


 


        (a)        the Administrative
Agent in its sole discretion has delivered an Approval Notice with respect to such Collateral Obligation;


 


        (b)        such Collateral
Obligation is (i) a First Lien Loan, a Second Lien Loan, an Unsecured Loan or (ii) prior to the Required Sale Date, a Senior Secured
Bond or an Unsecured Bond;


 


        (c)        such Collateral
Obligation is not a Defaulted Collateral Obligation;


 


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


 


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


 


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


 


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


 



    	-12-



    	 



    

 


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


 


        (i)         if such Collateral
Obligation is a Deferrable Collateral Obligation, it 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 related Underlying Instruments
results in the outstanding principal amount of such Collateral Obligation having an effective rate of current interest paid in
cash on such day of not less than (i) if such Deferrable Collateral Obligation is a Fixed Rate Collateral Obligation, 3.00% per
annum over the LIBOR Rate or (ii) otherwise, 3.00% per annum over the applicable index rate;


 


        (j)         reserved;


 


        (k)        such Collateral
Obligation is not incurred or issued in connection with a merger, acquisition, consolidation, sale of all or substantially all
of the assets of a Person, restructuring or similar transaction, which obligation or security by its terms is required to be repaid
within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (other than any additional
borrowing or refinancing if one or more financial institutions has provided the issuer of such obligation or security with a binding
written commitment to provide the same, so long as (i) such commitment is equal to the outstanding principal amount of such
Collateral Obligation and (ii) such committed replacement facility has a maturity of at least one year and cannot be extended
beyond such one year maturity pursuant to the terms thereof);


 


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


 


        (m)       such Collateral
Obligation does not have either (x) a public rating by Standard & Poor’s of “CCC-” or below or (y) a
Moody’s probability of default rating (as published by Moody’s) of “Caa3” or below;


 


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


 


        (o)        such Collateral
Obligation is not Margin Stock;


 


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


 


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


 


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


 



    	-13-



    	 



    

 


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


 


        (t)        the Underlying
Instrument for which does not contain confidentiality provisions that restrict the ability of the Administrative Agent to exercise
its rights under the Transaction Documents, including, without limitation, its rights to review such debt obligation or participation,
the Underlying Instrument and related documents and credit approval file;


 


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


 


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


 


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


 


        (x)        the Related
Security for such Collateral Obligation is primarily located in the United States or an Eligible Jurisdiction.


 


“Eligible Jurisdiction”
means Australia, Canada, Cayman Islands, Germany, Ireland, Luxembourg, New Zealand, Sweden, Switzerland, The Netherlands, the United
Kingdom and the United States.


 


“Eligible Obligor”
means, on any day, any Obligor that (i) is a business organization (and not a natural person) that is duly organized and validly
existing under the laws of, the United States or any State thereof (or any other Eligible Jurisdiction), (ii) is a legal operating
entity or holding company, (iii) is not an Official Body and (iv) is not an Affiliate of, or controlled by, the Borrower,
the Investment Manager or the Equityholder.


 


“Enterprise Value
Loan” means any Loan that is not an Asset Based Loan.


 



    	-14-



    	 



    

 


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


 


“Equityholder”
means FS Investment Corporation III, a Maryland corporation, together with its permitted successors and assigns.


 


“Equity Security”
means any asset that is not (i) a First Lien Loan, a Second Lien Loan, an Unsecured Loan or a Permitted Investment or (ii) prior
to the Required Sale Date, a Senior Secured Bond or an Unsecured Bond.


 


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


 


“Exceptions”
has the meaning set forth in Section 18.4(b).


 


“Excess Concentration
Amount” means, as of the most recent Measurement Date (and after giving effect to all Collateral Obligations to be purchased
or sold by the Borrower on such date), the sum, without duplication, of the following amounts, in each case multiplied by the Discount
Factor applicable to each such individual Collateral Obligation:


 


        (a)        the excess,
if any, of the sum of the Principal Balances of all Collateral Obligations that are Second Lien Loans or Unsecured Bonds over 30%
of the Excess Concentration Measure;


 


        (b)        the excess,
if any, of the sum of the Principal Balances of all Collateral Obligations that are obligations of any single Obligor (other than
an Obligor described in the following proviso) over 5% of the Excess Concentration Measure; provided, that (x) the sum of
the Principal Balances of all Collateral Obligations that are obligations of any Obligor that represents Principal Balances in
excess of all other single Obligors may be up to 10% of the Excess Concentration Measure and (y) the sums of the Principal Balances
of all Collateral Obligations that are obligations of any two Obligors (other than the Obligor specified in clause (x)) that represent
Principal Balances in excess of all other single Obligors (other than the Obligor specified in clause (x)) may be up to 7.5% of
the Excess Concentration Measure;


 



    	-15-



    	 



    

 


        (c)        the excess,
if any, of the sum of the Principal Balances of all Collateral Obligations in any single Moody’s Industry Classification
(other than a Moody’s Industry Classification described in the following proviso) over 10% of the Excess Concentration Measure;
provided, that (x) the sum of the Principal Balances of all Collateral Obligations that are obligations of Obligors in any
one Moody’s Industry Classification may be up to 15% of the Excess Concentration Measure and (y) the sum of the Principal
Balances of all Collateral Obligations that are obligations of Obligors in any one Moody’s Industry Classification other
than the Moody’s Industry Classification specified in clause (x) may be up to 12.5% of the Excess Concentration Measure;


 


        (d)        the excess,
if any, of the sum of the Principal Balances of all Loans that are Fixed Rate Collateral Obligations that are not subject to a
qualifying Hedging Agreement pursuant to Section 10.6 over 10% of the Excess Concentration Measure;


 


        (f)        the excess,
if any, of the sum of the Principal Balances of all Collateral Obligations which have an Obligor organized in country other than
the United States over 10% of the Excess Concentration Measure;


 


        (g)        the excess,
if any, of the sum of the Principal Balances of all Collateral Obligations which have an Obligor with either or both of (x) a public
rating by Standard & Poor’s of “CCC” or (y) a Moody’s probability of default rating (as published by
Moody’s) of “Caa2” over 10% of the Excess Concentration Measure;


 


        (h)        the excess,
if any, of the sum of the Principal Balances of all Collateral Obligations that are DIP Loans over 5% of the Excess Concentration
Measure;


 


        (i)        the excess,
if any, of the sum of the Principal Balances of all Collateral Obligations that are participation interests over 10% of the Excess
Concentration Measure; and


 


        (j)        the excess,
if any, of the sum of the Principal Balances of all Collateral Obligations that are Senior Secured Bonds over 15% of the Excess
Concentration Measure.


 


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


 


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


 


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


 



    	-16-



    	 



    

 


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


 


“Executive Officer”
means, with respect to the Borrower, the Investment Manager or the Equityholder, the Chief Executive Officer, the Chief Operating
Officer, the Executive Vice President of such Person or any other Person included on the incumbency of the Borrower, Investment
Manager or Equityholder, as applicable, delivered pursuant to Section 6.1(g) and, with respect to any other Person, the
President, Chief Financial Officer, Executive Vice President or any Vice President.


 


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


 


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


 


“Facility Amount”
means (a) prior to the end of the Revolving Period, $100,000,000, unless this amount is permanently reduced pursuant to Section
2.5, in which event it means such lower amount and (b) after the end of the Revolving Period, the Advances outstanding.


 


“Facility Termination
Date” means the earlier of (i) the date that is eighteen months after the last day of the Revolving Period and (ii) the
effective date on which the facility hereunder is terminated pursuant to Section 13.2.


 


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


 



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“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof,
any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection
with such sections of the Code and any legislation, law, regulation or practice enacted or promulgated pursuant to such intergovernmental
agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“GAAP”
means generally accepted accounting principles in the United States, which are applicable to the circumstances as of any day.


 



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


 


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


 


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


 


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


 


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


 



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


 


“Indebtedness”
means, with respect to any Person, at any day, without duplication: (i) all obligations of such Person for borrowed money;
(ii) all obligations of such Person evidenced by bonds, debentures, notes, deferrable securities or other similar instruments;
(iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business; (iv) all obligations of such Person as lessee under capital leases; (v) all
non-contingent obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter
of credit, banker’s acceptance or similar instrument; (vi) all debt of others secured by a Lien on any asset of such
Person, whether or not such debt is assumed by such Person; and (vii) all debt of others guaranteed by such Person and other
contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure
a creditor against loss other than any unfunded commitments of the Borrower with respect to Variable Funding Assets.


 


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


 


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


 


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


 


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


 


“Independent Manager”
means an individual who has prior experience as an independent director, independent manager or independent member with at least
three years of employment experience and who is provided by CT Corporation, Corporation Service Company, Puglisi & Associates,
National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none
of those companies is then providing professional Independent Managers, another nationally-recognized company reasonably approved
by Lender, in each case that is not an Affiliate of the Borrower and that provides professional Independent Managers and other
corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and
is not, and has never been, and will not while serving as Independent Manager be, any of the following:


 


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


 



    	-20-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Interest Collection
Account” means a segregated, non-interest bearing securities account (within the meaning of Section 8-501 of the UCC)
number 83447401, which is created and maintained on the books and records of the Securities Intermediary entitled “Interest
Collection Account” in the name of the Borrower and subject to the prior Lien of the Collateral Agent for the benefit of
the Secured Parties, which is established and maintained pursuant to Section 8.1(a).


 



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


 


“Investment Management
Agreement” means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager
and the Borrower.


 


“Investment Management
Standard” means, with respect to any Collateral Obligations, to service and administer such Collateral Obligations on
behalf of the Secured Parties in accordance with Applicable Law, the terms of the Transaction Documents, all customary and usual
servicing practices for loans like the Collateral Obligations and, to the extent consistent with the foregoing, (i) with reasonable
care, using a degree of skill and diligence not less than that with which the Borrower or Investment Manager, as applicable, services
and administers loans for its own account or for the account of its Affiliates having similar lending objectives and restrictions,
and (ii) to the extent not inconsistent with clause (i), in a manner consistent with the customary standards, policies and procedures
followed by institutional managers of national standing relating to assets of the nature and character of the Collateral Obligations
and without regard to any relationship that the Investment Manager or any Affiliate thereof may have with any Obligor or any Affiliate
of any Obligor.


 


“Investment Manager”
means initially FS Investment Corporation III, a Maryland corporation or any successor investment manager appointed pursuant to
this Agreement.


 


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


 


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


 


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


 


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


 


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


 



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        (e)        a Facility Termination
Event occurs;


 


        (f)        the failure
of the Investment Manager to make any payment when due (after giving effect to any related grace period) under one or more agreements
for borrowed money to which it is a party in an aggregate amount in excess of $2,500,000, individually or in the aggregate; or
(ii) the occurrence of any event or condition that has resulted in or permits the acceleration of such recourse debt, whether or
not waived;


 


        (g)        the rendering
against the Investment Manager of one or more final, non-appealable judgments, decrees or orders for the payment of money in excess
of $2,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect
for any period of more than sixty (60) consecutive days without a stay of execution;


 


        (h)        a Change of
Control occurs;


 


        (i)        the Equityholder
ceases to be a “business development company” within the meaning of the 1940 Act;


 


        (j)        a “cause
event” (as defined in Section 11(a) of the Investment Management Agreement) occurs; or


 


        (k)        either (x) FS
Investment Corporation III is terminated as, removed from being, or otherwise ceases to be the Investment Manager (including by
reason of any failure to renew the term of the Investment Management Agreement) or (y) GSO/Blackstone Debt Funds Management, LLC
ceases to be a sub-advisor of the Investment Manager, in each case without the prior written consent of the Administrative Agent
(such consent not to be unreasonably conditioned, withheld or delayed).


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


“Lender Allocation
Percentage” means (i) if the Effective Advance Rate is equal to or greater than 50%, 70% (ii) if the Effective Advance
Rate is equal to or greater than 40% but less than 50%, 50% (iii) if the Effective Advance Rate is equal to or greater than 35%
but less than 40%, 30% and (iv) if the Effective Advance Rate is less than 35%, 10%.


 


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


 



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“Leverage Multiple”
means, with respect to any Collateral Obligation for the most recent relevant period of time for which the Borrower has received
the financial statements of the relevant Obligor, the ratio of (i) Indebtedness of the relevant Obligor (other than Indebtedness
of such Obligor that is junior in terms of payment or lien subordination (including unsecured Indebtedness) to Indebtedness of
such Obligor held by the Borrower) less unrestricted cash of the relevant Obligor to (ii) EBITDA of such Obligor (as such calculation
may be updated in connection with a modification of such Collateral Obligation described in clause (j) of the definition of “Material
Modification”).


 


“LIBOR Rate”
shall mean, with respect to any Accrual Period, the rate per annum shown by the Bloomberg Professional Service as the London
interbank offered rate for deposits in U.S. dollars for a period equal to such Accrual Period as of 11:00 a.m., London time, two
Business Days prior to the first day of such Accrual Period; provided, that in the event no such rate is shown, the LIBOR
Rate shall be the rate per annum based on the rates at which Dollar deposits for a period equal to such Accrual Period are
displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page
on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, two
Business Days prior to the first day of such Accrual Period (it being understood that if at least two such rates appear on such
page, the rate will be the arithmetic mean of such displayed rates); provided, further, that in the event fewer than
two such rates are displayed, or if no such rate is relevant, the LIBOR Rate shall be a rate per annum at which deposits
in Dollars are offered by the principal office of the Administrative Agent in London, England to prime banks in the London interbank
market at 11:00 A.M. (London time) two Business Days before the first day of such Accrual Period for delivery on such first day
and for a period equal to such Accrual Period.


 


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


 


“Loan”
means any commercial loan, bond or note.


 


“Make-Whole Fees”
has the meaning set forth in the Fee Letters.


 


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


 


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


 



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“Material Modification”
means any amendment or waiver of, or modification or supplement to, any Underlying Instrument governing a Collateral Obligation
which:


 


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


 


(b)        (i) waives
one or more interest payments (other than any incremental interest accrued due to a default or event of default with respect to
such Collateral Obligation), (ii) permits any interest due in cash to be deferred or capitalized and added to the principal amount
of such Collateral Obligation (other than any deferral or capitalization already allowed by the terms of any Deferrable Collateral
Obligation as of the related Cut-Off Date) or (iii) reduces the spread or coupon payable on such Collateral Obligation unless (x)
the Investment Manager certifies that such reduction results from an increase in the credit quality of the related Obligor and
(y) such reduction (when taken together with all other reductions with respect to such Collateral Obligation) is by less than 10%
of the spread or coupon payable as of the related Cut-Off Date;


 


(c)        contractually
or structurally subordinates such Collateral Obligation by operation of (i) any priority of payment provisions, (ii) turnover provisions,
(iii) the transfer of assets in order to limit recourse to the related Obligor or (iv) the granting of Liens on any of the collateral
securing such Collateral Obligation, each that requires the consent of the Borrower or any lenders thereunder;


 


(d)        either (i)
extends the maturity date of such Collateral Obligation by more than 120 days past the maturity date as of the related Cut-Off
Date or (ii) extends the amortization schedule with respect thereto;


 


(e)        substitutes,
alters or releases the Related Security securing such Collateral Obligation and such substitution, alteration or release, individually
or in the aggregate and as determined in the Administrative Agent’s reasonable discretion, materially and adversely affects
the value of such Collateral Obligation;


 


(f)        results
in any less financial information in respect of reporting frequency, scope or otherwise being provided with respect to the related
Obligor or reduces the frequency or total number of any appraisals required thereunder that, in each case, has a material adverse
effect on the ability of Investment Manager or the Administrative Agent (as determined by the Administrative Agent in its reasonable
discretion) to make any determinations or calculations required or permitted hereunder; provided, however, that it shall not be
a Material Modification if any such amendment, waiver, modification or supplement grants an extension (or extensions) of not more
than 30 days of the time for delivery of quarterly or annual financial statements or grants an extension (or extensions) of the
time for delivery of, or waives delivery of, financial statements other than quarterly and annual financial statements;


 


(g)        results
in any change in the currency or composition of any payment of interest or principal to any currency other than that in which such
Collateral Obligation was originally denominated unless the related currency risk is mitigated by a Hedging Agreement acceptable
to the Administrative Agent in its reasonable discretion;


 



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(h)        with respect
to an Asset Based Loan, results in a material (as determined by the Administrative Agent in its reasonable discretion) change to
or grants material (as determined by the Administrative Agent in its reasonable discretion) relief from the borrowing base or any
related definition;


 


(i)        with respect
to an Asset Based Loan, any of (i) if the Borrower has the authority to change the appraiser with respect to such Asset Based Loan
as set forth on the related Asset Approval Request, the appraiser is changed to a Person other than an Approved Valuation Firm
without the prior written consent of the Administrative Agent, (ii) the frequency of the appraisals is reduced from the frequency
set forth on the related Asset Approval Request or (iii) the related appraiser changes the metric for valuing the collateral of
such Loan other than in accordance with its ordinary practices, and such change results in an increase in the value of the collateral
for such Asset Based Loan; or


 


(j)        results
in a modification of the calculation of EBITDA for any Obligor during any period hereunder, by including any other non-cash charges
that were deducted in determining earnings of such Obligor from continuing operations for such period, unless (w) such modification
or non-cash charges were set forth on the related Approval Notice, (x) such modification or non-cash charges were otherwise approved
by the Administrative Agent in its sole discretion, (y) the Investment Manager continues to calculate the EBITDA of such Obligor
without giving effect to such modification for all purposes under this Agreement, or if the Investment Manager elects to calculate
the EBITDA of such Obligor after giving effect to such modification, the Investment Manager shall recalculate the Original Leverage
Multiple for such Collateral Obligation by giving pro forma effect to such modification of the calculation of EBITDA or (z) both
(1) at the time of such modification, the Equityholder and its Subsidiaries did not collectively possess an ability to prevent
the effectiveness of such modification and (2) no Revaluation Event described in clause (g) of the definition thereof occurs with
respect to such Collateral Obligation as a result of such modification.


 


“Maximum Portfolio
Advance Rate” means (a) if the Diversity Score is greater than 20, 64%, (b) if the Diversity Score is less than or equal
to 20 and greater than 15, 62.5% and (c) if the Diversity Score is equal to or less than 15, 60%.


 


“Maximum Weighted
Average Life Test” means a test that will be satisfied on any day if the Weighted Average Life of all Eligible Collateral
Obligations included in the Collateral is less than or equal to 6.0 years.


 


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


 


“Minimum Diversity
Test” means a test that will be satisfied on any date of determination if the Diversity Score of all Eligible Collateral
Obligations included in the Collateral is equal to or greater than 10.


 



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“Minimum Equity
Condition” means a test that will be satisfied on any date of determination if the Effective Equity is greater than the
greater of (a) the sum of the Collateral Obligation Amounts of the five Obligors with Collateral Obligations constituting the highest
aggregate Collateral Obligation Amounts and (b) an amount equal to $30,000,000; provided that, for purposes of calculating
clause (a) above, the Collateral Obligation Amount with respect to any Obligor shall be the sum of all Collateral Obligation Amounts
with respect to which such Person is an Obligor.


 


“Minimum Weighted
Average Spread Test” means a test that will be satisfied on any day if the Weighted Average Spread of all Eligible Collateral
Obligations included in the Collateral on such day is equal to or greater than 5.5%


 


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


 


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


 


“Moody’s
Industry Classification” means the industry classifications set forth in Schedule 2 hereto, as such industry
classifications shall be updated at the option of the Administrative Agent in its sole discretion if Moody’s publishes revised
industry classifications and the application of such revised industry classifications to this facility is necessary to avoid an
increased regulatory capital charge for the Administrative Agent or its Affiliates that are Lenders hereunder.


 


“Net
Purchased Loan Balance” means, as of any date of determination, an amount equal to (a) the aggregate Principal Balance
of all Collateral Obligations acquired by the Borrower prior to such date minus (b) the aggregate Principal Balance
of all Collateral Obligations (other than Warranty Collateral Obligations or assets sold to the Equityholder as a result of the
Required Sale Date) repurchased by the Equityholder or an Affiliate thereof or released to the Equityholder pursuant to a dividend,
in each case prior to such date.


 


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


 


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


 


“Note Register”
has the meaning set forth in Section 15.5(a).


 


“Note Registrar”
has the meaning set forth in Section 15.5(a).


 


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


 


“Obligor”
means any Person that owes payments under any Loan and, solely for purposes of calculating the Excess Concentration Amount pursuant
to clause (b) or (c) of the definition thereof, any Obligor that is an Affiliate of another Obligor shall be
treated as the same Obligor.


 



    	-27-



    	 



    

 


“Obligor Information”
means, with respect to any Obligor, (i) the legal name of such Obligor, (ii) the jurisdiction in which such Obligor is domiciled,
(iii) the audited financial statements for the two prior fiscal years of such Obligor (or such shorter period of time that the
Obligor has been in existence), (iv) the Investment Manager’s internal credit memo with respect to the Obligor and the related
Collateral Obligation, (v) the annual report for the most recent fiscal year of such Obligor, (vi) a company forecast of such Obligor
including plans related to capital expenditures, (vii) the business model, company strategy and names of known peers of such Obligor,
(viii) the shareholding pattern and details of the management team of such Obligor and (ix) details of any banking facilities and
the debt maturity schedule of such Obligor but excluding, in each case, any item of Obligor Information that is unavailable if
Borrower has provided prior notice that such item is unavailable.


 


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


 


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


 


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


 


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


 


“Original Effective
LTV” means, with respect to any Collateral Obligation, the Effective LTV of such Collateral Obligation as calculated
by the Administrative Agent in accordance with the definitions of Effective LTV and the definitions used therein and set forth
in the related Approval Notice.


 


“Original Leverage
Multiple” means, with respect to any Collateral Obligation, the Leverage Multiple applicable to such Collateral Obligation
as calculated by the Investment Manager and approved by the Administrative Agent in accordance with the definition of Leverage
Multiple and the definitions used therein and set forth in the related Approval Notice (as such calculation may be updated in connection
with a modification of such Collateral Obligation described in clause (j) of the definition of “Material Modification”).


 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Transaction Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 17.16).


 



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“Participant”
has the meaning set forth in Section 15.9(a).


 


“Participant Register”
has the meaning set forth in Section 15.9(c).


 


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


 


“Permitted Investment”
means, at any time:


 


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


 


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


 


        (c)        repurchase obligations
pursuant to a written agreement (i) with respect to any obligation described in clause (a) above, where the Collateral
Custodian has taken actual or constructive delivery of such obligation in accordance with Article VIII of this Agreement,
and (ii) entered into with (x) the Collateral Custodian or (y) the corporate trust department of a depository institution
or trust company organized under the laws of the United States or any State thereof, the deposits of which are insured by the Federal
Deposit Insurance Corporation and the short-term unsecured debt obligations of which are rated at least “A-1” by Standard
& Poor’s and “P-1” by Moody’s (including, if applicable, the Administrative Agent, Collateral Agent
or any agent thereof acting in its commercial capacity);


 


        (d)        securities bearing
interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any State whose long-term
unsecured debt obligations are assigned one of the two highest long-term ratings by each Rating Agency at the time of such investment
or contractual commitment providing for such investment; provided, that securities issued by any particular corporation
will not be Permitted Investments to the extent that an investment therein will cause the then outstanding principal amount of
securities issued by such corporation and held in the Accounts collectively to exceed 10% of the value of Permitted Investments
held in such account (with Permitted Investments held in such accounts valued at par);


 


        (e)        commercial paper
that (i) is payable in United States dollars and (ii) is rated at least “A-1” by Standard & Poor’s
and “P-1” by Moody’s;


 



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        (f)        units of money
market funds rated in the highest credit rating category by each Rating Agency;


 


        (g)       U.S. Dollars;
or


 


        (h)       any other demand
or time deposit, obligation, security or investment (including a hedging arrangement) as may be acceptable to the Administrative
Agent, as evidenced by a writing to that effect.


 


Permitted Investments may
be purchased by or through the Collateral Custodian or any of its Affiliates. All Permitted Investments shall be held in the name
of the Collateral Custodian. No Permitted Investment shall have an “f,” “r,” “p,” “pi,”
“q,” “sf” or “t” subscript affixed to its Standard & Poor’s rating. Any such investment
may be made or acquired from or through the Collateral Agent or the Administrative Agent or any of their respective affiliates,
or any entity for whom the Collateral Agent or the Administrative Agent or any of their respective affiliates provides services
and receives compensation (so long as such investment otherwise meets the applicable requirements of the foregoing definition of
Permitted Investment at the time of acquisition); provided, that notwithstanding the foregoing clauses (a) through (h),
after the Required Sale Date, Permitted Investments may only include obligations or securities that constitute cash equivalents
for purposes of the rights and assets in paragraph (c)(8)(i)(B) of the exclusions from the definition of “covered fund”
for purposes of the Volcker Rule.


 


“Permitted Lien”
means (i) the Lien in favor of the Collateral Agent for the benefit of the Secured Parties, (ii) Liens for Taxes and
mechanics’ or suppliers’ liens for services or materials supplied, in either case, not yet due and payable and for
which adequate reserves have been established in accordance with GAAP, (iii) as to Related Security (1) the Lien in favor
of the Borrower herein and (2) any Liens on the Related Security permitted pursuant to the applicable Underlying Instruments
and (iv) as to agented Loans, Liens in favor of the agent on behalf of all the lenders of the related Obligor.


 


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


 


“Prepayment Fee”
has the meaning set forth in the Fee Letters.


 


“Primary IM Fee”
means with respect to any Distribution Date, the fee payable to the Investment Manager or successor investment manager (as applicable)
for services rendered during the related Collection Period, which shall be equal to one-fourth of the product of (i) the Primary
IM Fee Percentage multiplied by (ii) the average of the values of the aggregate Collateral Obligation Amount of the Eligible Collateral
Obligations on the first day and the last day of the related Collection Period. For the avoidance of doubt, the Investment Manager
may waive or defer the payment of any Primary IM Fee in its sole discretion.


 


“Primary IM Fee
Percentage” means 0.45%.


 



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“Principal Balance”
means with respect to any Collateral Obligation and as of any date, the lower of (x) the Purchase Price paid by the Borrower for
such Collateral Obligation and (y) the outstanding principal balance of such Collateral Obligation, exclusive of (x) any deferred
or capitalized interest on any Deferrable Collateral Obligation that is deferred or capitalized after the Cut-Off Date applicable
to such Deferrable Collateral Obligation and (y) any unfunded amounts with respect to any Variable Funding Asset; provided,
that for purposes of calculating the “Principal Balance” of any Deferrable Collateral Obligation, principal payments
received on such Collateral Obligation shall first be applied to reducing or eliminating any outstanding deferred or capitalized
interest; provided, further, that the “Principal Balance” of any revolving loan as of any date shall
be equal to the outstanding principal balance thereof plus amounts on deposit in respect thereof in the Unfunded Exposure Account.
The “Principal Balance” of any Equity Security shall be zero.


 


“Principal Collections”
means any and all amounts of collections received with respect to the Collateral other than Interest Collections and Excluded Amounts,
including (but not limited to) (i) all collections attributable to principal on such Collateral, (ii) the earnings on Principal
Collections in the Collection Account that are invested in Permitted Investments, (iii) all payments received by the Borrower pursuant
to any Hedging Agreement that is an interest rate swap or index rate swap transaction and (iv) all Repurchase Amounts, in each
case other than Retained Interests.


 


“Principal Collection
Account” means a segregated, non-interest bearing securities account (within the meaning of Section 8-501 of the UCC)
number 83447402, which is created and maintained on the books and records of the Securities Intermediary entitled “Principal Collection
Account” in the name of the Borrower and subject to the prior Lien of the Collateral Agent for the benefit of the Secured
Parties, which is established and maintained pursuant to Section 8.1(a).


 


“Purchase Price”
means, with respect to any Collateral Obligation, the actual price paid by the Borrower for such Collateral Obligation minus
all Principal Collections described in clause (i) of the definition thereof in respect of such Collateral Obligation.


 


“Qualified Substitute
Arrangement” has the meaning set forth in Section 10.6(c).


 


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


 


“Rating Agencies”
means Standard & Poor’s and Moody’s.


 


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


 


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


 



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


 


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


 


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


 


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


 


“Related Committed
Lender” means, with respect to any Uncommitted Lender, each Committed Lender in its Lender Group.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


        (f)        all recoveries
and proceeds of the foregoing.


 



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“REO Asset Owner”
has the meaning specified in the Investment Management Agreement.


 


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


 


“Reporting Date”
means the 7th Business Day of each calendar month.


 


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


 


“Repurchase Event”
has the meaning set forth in the Sale Agreement.


 


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


 


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


 


“Required Lenders”
means, at any time, Lenders holding Advances aggregating greater than 50% of all Advances outstanding or if there are no Advances
outstanding, Lenders holding Commitments aggregating greater than 50% of all Commitments.


 


“Required Sale
Assets” means all Permitted Investments that would disqualify the Borrower from using the “loan securitization
exemption” under the Volcker Rule (as determined by the Administrative Agent in its reasonable discretion), all Unsecured
Bonds and all Senior Secured Bonds.


 



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“Required Sale
Date” means the date immediately prior to July 21, 2015 (or the date immediately prior to such later date as shall be
determined by written order of the Board of Governors of the Federal Reserve System with respect to the required conformance with
the Volcker Rule by banking entities generally); provided that, if the Administrative Agent receives an opinion of nationally
recognized counsel satisfactory to it in its sole discretion that (A) the ownership of the Required Sale Assets will not cause
the Borrower to be a “covered fund” under the Volcker Rule, (B) the Advances are not considered to constitute “ownership
interests” under the Volcker Rule or (C) ownership of the Advances will be otherwise exempt from the Volcker Rule, then the
Required Sale Date shall not occur; provided, further, that upon receipt of further official guidance from or on
behalf of the Board of Governors of the Federal Reserve System with respect to compliance with the Volcker Rule, the Administrative
Agent, the Lenders and the Borrower shall negotiate in good faith in respect of amendments or modifications to the Transaction
Documents appropriate to assure compliance with or exemption from the Volcker Rule.


 


“Responsible Officer”
means, with respect to (a) the Investment Manager or the Borrower, its Chief Executive Officer, Chief Operating Officer, Executive
Vice President or any other officer or employee of the Investment Manager or the Borrower directly responsible for the administration
or collection of the Collateral Obligations, (b) the Collateral Agent or Collateral Custodian, any officer within the Corporate
Trust Office, including any director, vice president, assistant vice president or associate having direct responsibility for the
administration of this Agreement, who at the time shall be such officers, respectively, or to whom any matter is referred because
of his or her knowledge of and familiarity with the particular subject, or (c) any other Person, the President, any Vice-President
or Assistant Vice-President, Corporate Trust Officer or the Controller of such Person, or any other officer or employee having
similar functions.


 


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


 


“Revaluation Event”
means each occurrence of any of the following with respect to any Collateral Obligation during the time such Collateral Obligation
is Collateral:


 


(a)        the occurrence of
a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Obligation
(after giving effect to the shorter of any grace period applicable thereto and five (5) Business Days from the due date);


 


(b)        the Borrower, the
Administrative Agent or the Investment Manager obtains actual knowledge that a default as to the payment of principal and/or interest
has occurred and is continuing (after giving effect to any grace period applicable thereto) with respect to another debt obligation
of the same Obligor that is (i) secured by the same collateral, (ii) senior to or pari passu with in right of payment to
such Collateral Obligation and (iii) in an amount in excess of $250,000;


 


(c)        the occurrence of
an Insolvency Event with respect to any related Obligor;


 



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


 


(e)        the occurrence (without
the prior approval of the Administrative Agent) of a Material Modification with respect to such Collateral Obligation;


 


(f)        the Obligor thereunder
fails to deliver to the Borrower or the Investment Manager any financial reporting information as required by the Underlying Instruments
of such Collateral Obligation (including any grace periods thereunder) but in no event less frequently than quarterly, that in
each case has an adverse effect on the ability of the Investment Manager or the Administrative Agent (as determined by the Administrative
Agent in its reasonable discretion) to make any determinations or calculations required hereunder; provided, however, that the
Borrower (or the Investment Manager on its behalf) may, on a single occasion (or any other additional occasions approved by the
Administrative Agent in its sole discretion) with respect to any Obligor, grant an extension of up to 30 days for the delivery
of such financial statements by such Obligor; or


 


(g)       with respect to
any Enterprise Value Loan, the Leverage Multiple with respect to such Collateral Obligation increases by 1x or more over the Original
Leverage Multiple with respect to such Collateral Obligation; provided that each subsequent increase of an additional 1x
over the applicable Original Leverage Multiple shall be an additional Revaluation Event;


 


(h)        with respect to
any Asset Based Loan, (A) the Borrower fails (or fails to cause the Obligor to) retain an Approved Valuation Firm to re-calculate
the Appraised Value of (x) with respect to any such Asset Based Loan that has intellectual property, equipment or real property,
as the case may be, in its borrowing base, the collateral securing such Asset Based Loan that at least once every twelve (12) months
that such Loan is included in the Collateral (subject to a 30 day grace period with respect to any such review) and (y) with respect
to all other Asset Based Loans included in the Collateral, the collateral securing such Loan at least once every six (6) months
that such Loan is included in the Collateral (subject to a 30 day grace period with respect to any such review) or (B) the Borrower
(or the related Obligor, as applicable) changes the Approved Valuation Firm with respect to any Asset Based Loan that or the related
Approved Valuation Firm changes the metric for valuing the collateral of such Loan, each without the written approval of the Administrative
Agent; or


 


(j)        with respect to
any Asset Based Loan, the Effective LTV of such Collateral Obligation increases by more than an amount equal to 15% of the Original
Effective LTV of such Collateral Obligation; provided that each subsequent increase of an additional 15% over the applicable
Original Effective LTV shall be an additional Revaluation Event.


 


“Revolving Loan”
means a Collateral Obligation that specifies a maximum aggregate amount that can be borrowed by the related Obligor and permits
such Obligor to re-borrow any amount previously borrowed and subsequently repaid during the term of such Collateral Obligation.


 



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“Revolving Period”
means the period of time starting on the Effective Date and ending on the earliest to occur of (i) the date that is thirty
months after the Effective Date or, if such date is extended pursuant to Section 2.6, the date mutually agreed upon by the
Borrower and the Administrative Agent, (ii) the date on which the Facility Amount is terminated in full pursuant to Section
2.5 or (iii) the occurrence of a Facility Termination Event.


 


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


 


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


 


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


 


“Second Lien Loan”
means any Loan that (i) is not (and that by its terms is not permitted to become) subordinate in right of payment to any other
obligation of the related Obligor other than a First Lien Loan with respect to the liquidation of such Obligor or the collateral
for such Loan and (ii) is secured by a valid second priority perfected Lien to or on specified collateral securing the related
Obligor’s obligations under the Loan, which Lien is not subordinate to the Lien securing any other debt for borrowed money
other than a First Lien Loan on such specified collateral (subject to Liens permitted under the applicable Underlying Instrument
that are reasonable for similar loans and, if permitted to secure borrowed money in excess of $500,000 and rank in priority senior
to or pari passu with such Second Lien Loan, whether individually or in the aggregate, are set forth on the related Asset
Approval Request).


 


“Secondary IM
Fee” means with respect to any Distribution Date, the fee payable to the Investment Manager or successor investment manager
(as applicable) for services rendered during the related Collection Period, which shall be equal to one-fourth of the product of
(i) the Secondary IM Fee Percentage multiplied by (ii) the average of the values of the aggregate Collateral Obligation Amount
of the Eligible Collateral Obligations on the first day and the last day of the related Collection Period. For the avoidance of
doubt, the Investment Manager may waive or defer the payment of any Secondary IM Fee in its sole discretion.


 


“Secondary IM
Fee Percentage” means 0.30%.


 


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


 


“Securities Intermediary”
means the Collateral Custodian, or any subsequent institution acceptable to the Administrative Agent at which the Accounts are
kept.


 



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“Senior Secured
Bond” means a debt security (that is not a loan) that is (a) issued by a corporation, limited liability company, partnership
or trust and (b) secured by a valid first priority perfected security interest on specified collateral.


 


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


 


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


 


“Subsidiary”
means, with respect to any Person, a corporation, partnership or other entity of which such Person and/or its other Subsidiaries
own, directly or indirectly, such number of outstanding shares as have more than 50% of the ordinary voting power for the election
of directors.


 


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


 


“Tangible Net
Worth” means, with respect to any Person, the consolidated net worth of such Person and its consolidated Subsidiaries
calculated in accordance with GAAP after subtracting therefrom the aggregate amount of the intangible assets of such Person and
its consolidated Subsidiaries, including, without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames,
copyrights and service marks.


 


“Target Portfolio
Amount” means, (i) during the Ramp-up Period, $360,000,000 and (ii) thereafter, the sum of (x) the Aggregate Eligible
Collateral Obligation Amount, (y) all Principal Collections on deposit in the Principal Collection Account and (z) all amounts
on deposit in the Unfunded Exposure Account.


 


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


 


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


 


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


 



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


 


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


 


“Undrawn Fee”
a fee payable pursuant to Section 3.2 for each day of the related Collection Period
during the Revolving Period equal to the product of (x) the difference between the aggregate Commitments on such day minus
the aggregate principal amount of outstanding Advances on such day, times (y) the Undrawn Fee Rate times (z) 1/360.


 


“Undrawn Fee Rate”
has the meaning set forth in the Fee Letters.


 


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


 


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


 


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


 


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


 


“Unsecured Bond”
means any bond that is (a) not secured by a pledge of collateral and (b) senior or pari passu in right of payment to any
other unsecured indebtedness of the related Obligor.


 


“Unsecured Loan”
means any loan that is (a) not secured by a pledge of collateral and (b) senior or pari passu in right of payment to any
other unsecured indebtedness of the related Obligor.


 


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


 


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


 


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


 



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“Variable Funding
Asset” means any Revolving Loan or other asset that by its terms may require one or more future advances to be made to
the related Obligor by any lender thereon or owner thereof.


 


“Volcker Rule”
means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.


 


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


 


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


 


“Weighted Average
Advance Rate” means, as of any date of determination with respect to all Eligible Collateral Obligations included in
the Adjusted Aggregate Eligible Collateral Obligation Balance, the number obtained by (i) summing the products obtained by multiplying
(a) the Advance Rate of each such Eligible Collateral Obligation by (b) such Eligible Collateral Obligation’s contribution
to the Adjusted Aggregate Eligible Collateral Obligation Balance and (ii) dividing such sum by the Adjusted Aggregate Eligible
Collateral Obligation Balance.


 


“Weighted Average
Life” means, as of any day with respect to all Eligible Collateral Obligations included in the Collateral, the number
of years following such date obtained by (i) summing the products obtained by multiplying (a) the Average Life
at such time of each such Eligible Collateral Obligation by (b) the Collateral Obligation Amount of such Collateral Obligation
and (ii) dividing such sum by the aggregate Collateral Obligation Amounts of all Eligible Collateral Obligations included
in the Collateral.


 


“Weighted Average
Spread” means, as of any day, the number expressed as a percentage equal to (i) the Aggregate Funded Spread divided
by (ii) the Aggregate Eligible Collateral Obligation Amount (excluding any interest that has been deferred and capitalized
on any Deferrable Collateral Obligation).


 


“Withholding Agent”
means the Borrower, the Administrative Agent, and the Investment Manager.


 


“written”
or “in writing” (and other variations thereof) means any form of written communication or a communication by
means of telex, telecopier device, telegraph or cable.


 


“Yield”
means, with respect to any period, the daily interest accrued on Advances during such period as provided for in Article III.


 


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


 



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


 


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


 


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


 


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


 


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


 


(g)       All calculations
required to be made hereunder with respect to the Collateral Obligations and the Borrowing Base (including, without limitation,
to determine whether a Facility Termination Event or an Unmatured Facility Termination Event shall have occurred) shall be made
on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances
requested to be made on such trade date plus the balance of all unfunded Advances to be made in connection with the Borrower’s
purchase of previously requested (and approved) Collateral Obligations.


 


(h)        For all
purposes under this Agreement, “knowledge” shall mean actual knowledge after reasonable inquiry.


 



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Article
II



THE FACILITY, ADVANCE PROCEDURES AND NOTES


 


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


 


(b)        Under no
circumstances shall any Lender make an Advance if, after giving effect to such Advance and any purchase of Eligible Collateral
Obligations in connection therewith, the aggregate outstanding principal amount of all Advances would exceed the lower of (i) the
Facility Amount and (ii) the Borrowing Base on such day. Subject to the terms of this Agreement, during the Revolving Period,
the Borrower may borrow, reborrow, repay and prepay (subject to the provisions of Section 2.4) one or more Advances.


 


Section
2.2        Funding of Advances. (a)        Subject to the satisfaction of the
conditions precedent set forth in Section 6.2, the Borrower may request Advances hereunder by giving notice to
the Administrative Agent, each Agent and the Collateral Agent of the proposed Advance at or prior to 10:00 a.m., New York
City time, at least (x) in the case of Advances of more than 20% of the then-current Facility Amount, thirty-one (31) days or
(y) in the case of Advances of up to 20% of the then-current Facility Amount, one (1) Business Day prior to the proposed
Advance Date. Such notice (herein called the “Advance Request”) shall be in the form of Exhibit C-1
and shall include (among other things) the proposed Advance Date and amount of such proposed Advance, and shall, if
applicable, be accompanied by an Asset Approval Request setting forth the information required therein with respect to the
Collateral Obligations to be acquired by the Borrower on the Advance Date (if applicable). The amount of any Advance shall at
least be equal to the least of (i) $1,000,000, (ii) the (1) Borrowing Base on such day minus (2) the
Advances outstanding on such day and (iii) the (1) Facility Amount on such day minus (2) the Advances outstanding
on such day before giving effect to the requested Advance as of such date. Any Advance Request given by the Borrower pursuant
to this Section 2.2, shall be irrevocable and binding on the Borrower. The Administrative Agent shall have no
obligation to lend funds hereunder in its capacity as Administrative Agent. Subject to receipt by the Collateral Agent of an
Officer’s Certificate of the Borrower confirming the satisfaction of the conditions precedent set forth in Section 6.2,
and the Collateral Agent’s receipt of such funds from the Lenders, the Collateral Agent shall make the proceeds of such
requested Advances available to the Borrower by deposit to such account as may be designated by the Borrower (in a written
notice received by the Administrative Agent and the Collateral Agent at least one (1) Business Day prior to such Advance
Date) in same day funds no later than 2:00 p.m., New York City time, on such Advance Date. Lender shall notify Borrower
within two (2) Business Days of any Advance Request made pursuant to Section 2.2(a)(x) if it will elect to fund the
related Advance on any day prior to the end of the applicable thirty-one (31) day notice period. The Borrower expressly
acknowledges and agrees that any election by any Lender on one or more occasions to fund any Advance on any day prior to the
full passage of the applicable thirty-one (31) day notice period set forth in Section 2.2(a)(x) shall not constitute
or be deemed to be an amendment, waiver or other modification of the requirement for thirty-one (31) days’ notice prior
to any Lender funding any Advance made in respect of an Advance Request made pursuant to Section 2.2(a)(x).


 



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(b)        Committed
Lender’s Commitment. At no time will any Uncommitted Lender have any obligation to fund an Advance. At all times on and
after the Conduit Advance Termination Date, all Advances shall be made by the Agent on behalf of the applicable Committed Lenders.
The Administrative Agent shall use commercially reasonable efforts to ensure that Advances are funded in the first instance by
the Uncommitted Lenders. At any time when any Uncommitted Lender has failed to or has rejected a request to fund an Advance, its
Agent shall so notify the Related Committed Lender and such Related Committed Lender shall fund such Advance. Notwithstanding anything
contained in this Section 2.2(b) or elsewhere in this Agreement to the contrary, no Committed Lender shall be obligated
to provide its Agent or the Borrower with funds in connection with an Advance in an amount that would result in the portion of
the Advances then funded by it exceeding its Commitment then in effect. The obligation of the Committed Lender in each Lender Group
to remit any Advance shall be several from that of the other Lenders, and the failure of any Committed Lender to so make such amount
available to its Agent shall not relieve any other Committed Lender of its obligation hereunder.


 


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


 


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


 



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Section
2.4        Repayment and Prepayments. (a)        The Borrower shall repay the
Advances outstanding (i) on each Distribution Date to the extent required to be repaid hereunder and funds are available
therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date.


 


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


 


(i)        all such voluntary
prepayments shall require prior written notice to the Administrative Agent by 11:00 a.m. two (2) Business Days prior to such voluntary
prepayment;


 


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


 


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


 


Each such prepayment shall be subject to the
payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment.


 


Section
2.5        Permanent Reduction of Facility Amount. (a)        The Borrower may at
any time (x) during the Revolving Period if an Extension Request has been rejected by the Administrative Agent or (y) after
the end of the Revolving Period, in each case upon five Business Days’ prior written notice to the Administrative
Agent, permanently reduce the Facility Amount (i) in whole upon payment in full (in accordance with Section 2.4)
of the aggregate outstanding principal amount of all Advances) or (ii) in part by any pro rata amount that the
Facility Amount exceeds the aggregate outstanding principal amount of all Advances (after giving effect to any concurrent
prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a),
the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro
rata with all other Committed Lenders such that the sum of all Commitments will equal the newly reduced Facility
Amount.


 


(b)        Notwithstanding
anything to the contrary herein, the Borrower may permanently reduce the Facility Amount at any time, provided that if such reduction
occurs at any time other than those specified in Section 2.5(a), it shall pay the applicable Prepayment Fee to the
Administrative Agent, for the respective accounts of the Lenders.


 


Section 2.6        Extension of Revolving
Period. The Borrower may, at any time after the first anniversary of the Effective Date and prior
to the date that is ten Business Days prior to the last date of the Revolving Period, deliver a written notice to the Administrative
Agent requesting an extension of the Revolving Period for an additional twelve months (each qualifying request, an “Extension
Request”). The Administrative Agent may approve or decline an Extension Request in its sole discretion; provided,
that the Administrative Agent shall respond to an Extension Request in writing not later than 30 days following receipt of such
Extension Request, and if the Administrative Agent does not respond in writing by the end of such 30-day period it shall be deemed
to have denied such Extension Request. No request by the Borrower to extend the Revolving Period shall be considered an “Extension
Request” if such request is conditioned on an amendment to any other provision of the Transaction Documents. 


 



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Section 2.7        Calculation
of Discount Factor.


 


(a)        In connection
with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included
in the Collateral, the Administrative Agent will assign (in its sole discretion) a Discount Factor for such Collateral Obligation.


 


(b)        If, but
only if, a Revaluation Event occurs with respect to any Collateral Obligation, the Discount Factor of such Collateral Obligation
may be amended by the Administrative Agent, in its sole discretion. The Administrative Agent will provide written notice of the
revised Discount Factor to the Borrower and the Investment Manager. To the extent the Investment Manager has actual knowledge or,
pursuant to the terms of the applicable Underlying Instruments, has received notice of any Revaluation Event with respect to any
Collateral Obligation, the Investment Manager shall give prompt notice thereof to the Administrative Agent (but, in any event,
not longer than two Business Days after it receives notice or gains actual knowledge thereof).


 


(c)        The Administrative
Agent will provide written notice of each revised Discount Factor to the Borrower, the Investment Manager and the Collateral Agent.


 


Article
III



YIELD, UNDRAWN FEE, ETC.


 


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


 


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


 


Section 3.2        Yield Distribution Dates.
Yield accrued on each Advance (including any previously accrued and unpaid Yield) and Undrawn Fee (as applicable) shall be payable,
without duplication:


 


(a)        on the
Facility Termination Date;


 



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


 


(c)        on each
Distribution Date.


 


Section 3.3        Yield Calculation.
Each Note shall bear interest on each day during each Accrual Period at a rate per annum equal to the product of (a) the
Interest Rate for such Accrual Period multiplied by (b) the outstanding Advances attributable to such Note on such
day. All Yield shall be computed on the basis of the actual number of days (including the first day but excluding the last day)
occurring during the period for which such Yield is payable over a year comprised of 360 days (other than Yield accruing by the
reference rate set forth in clause (a) of the definition of Alternate Base Rate, which shall be computed over a year comprised
of 365/366 days).


 


Section 3.4        Computation of Yield, Fees,
Etc. Each Agent (on behalf of its respective Lender Group) and the Administrative Agent shall determine
the applicable Yield and all Fees to be paid by the Borrower on each Distribution Date for the related Accrual Period and shall
advise the Collateral Agent thereof in writing no later than the Determination Date immediately prior to such Distribution Date.
Such reporting may also include an accounting of any amounts due and payable pursuant to Sections 4.3 and 5.1.


 


Article
IV



PAYMENTS; TAXES


 


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


 


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


 



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


 


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


 


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


 


(d)        Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the 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 15.9 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 in
connection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such
payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any
Transaction Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due
to the Administrative Agent under this Section 4.3(d).


 


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


 



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(f)        Status
of Lenders.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


(C)           any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) 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 such supplementary documentation as may be prescribed by applicable law to permit the Borrower
or the Administrative Agent to determine the withholding or deduction required to be made; and


 


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


 



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


 


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


 


(h)        Survival.
Each party’s obligations under this Section 4.3 shall survive the resignation or replacement of the 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 Transaction Document.


 



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Article
V



INCREASED COSTS, ETC.


 


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


 


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


 


(c)        If an Affected
Person shall at any time (without regard to whether any Basel III Regulations are then in effect) suffer or incur (i) any explicit
or implicit charge, assessment, cost or expense by reason of the amount or type of assets, capital or supply of funding such Affected
Person or any of its Affiliates is required or expected to maintain in connection with the transactions contemplated herein, without
regard to (A) whether such charge, assessment, cost or expense is imposed or recognized internally, externally or inter-company
or (B) whether it is determined in reference to a reduction in the rate of return on such Affected Person’s or Affiliate’s
assets or capital, an inherent cost of the establishment or maintenance of a reserve of stable funding, a reduction in the amount
of any sum received or receivable by such Affected Person or its Affiliates or otherwise, or (ii) any other imputed cost or expense
arising by reason of the actual or anticipated compliance by such Affected Person or any of its Affiliates with the Basel III Regulations,
then, upon demand by or on behalf of such Affected Person through the Administrative Agent, the Borrower shall pay to the Administrative
Agent, for the benefit of such Affected Person, such amount as will, in the determination of such Affected Person, compensate such
Affected Person therefor. A certificate of the applicable Affected Person setting forth the amount or amounts necessary to compensate
the Affected Person under this Section 5.1(c) shall be delivered to the Borrower and shall be conclusive absent manifest
error.


 



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


 


Article
VI



EFFECTIVENESS; CONDITIONS TO ADVANCES


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


(i)        Opinions.
Legal opinions of Dechert LLP counsel for the Borrower and the Investment Manager, and Locke Lorde LLP and in-house counsel for
the Collateral Agent, each in form and substance reasonably satisfactory to the Administrative Agent covering such matters as the
Administrative Agent may reasonably request;


 


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


 


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


 


(l)        Payment
of Fees. The Administrative Agent shall have received evidence, to its sole satisfaction, that all Fees due to the Lenders
on the Effective Date have been paid in full;


 


(m)       No Material
Adverse Effect. No Material Adverse Effect shall have occurred since September 30, 2014 and no litigation shall have commenced
which, if successful, could have a Material Adverse Effect;


 


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


 


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


 



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


 


(a)        No Facility
Termination Event, Etc. Each of the Transaction Documents shall be in full force and effect (unless terminated in accordance
with their terms) and (i) no Facility Termination Event or Unmatured Facility Termination Event shall have occurred and be
continuing or will result from the making of such Advance or Reinvestment, (ii) no Investment Manager Event of Default or
Unmatured Investment Manager Event of Default shall have occurred and be continuing or will result from the making of such Advance
or Reinvestment, (iii) the representations and warranties of the Borrower contained herein, of the Investment Manager contained
in the Investment Management Agreement and of the Borrower and the Investment Manager in the other Transaction Documents shall
be true and correct in all material respects as of the related Funding Date (or if such representations and warranties specifically
refer to an earlier date, such earlier date), with the same effect as though made on the date of (and after giving effect to) such
Advance or Reinvestment, and (iv) after giving effect to such Advance or Reinvestment (and any purchase of Eligible Collateral
Obligations in connection therewith), the aggregate outstanding principal balance of the Advances will not exceed the Borrowing
Base;


 


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


 


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


 


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


 


(e)        Borrowing
Base Confirmation. The Collateral Agent and the Administrative Agent shall have received an Officer’s Certificate of
the Borrower or the Investment Manager (which may be included as part of the Advance Request or Reinvestment Request) computed
as of the date of such request and after giving effect thereto and to the purchase by the Borrower of the Collateral Obligations
to be purchased by it on such date (if any), demonstrating that the aggregate principal amount of all outstanding Advances shall
not exceed the Borrowing Base, calculated as of the Funding Date as if the Collateral Obligations purchased by the Borrower on
such Funding Date were owned by the Borrower;


 



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(f)        Collateral
Quality Tests, Minimum Equity Condition. The Collateral Agent and the Administrative Agent shall have received an Officer’s
Certificate of the Investment Manager (which may be included as part of the Advance Request or Reinvestment Request) computed as
of the date of such requested Advance or Reinvestment, and after giving effect thereto and to the purchase by the Borrower of the
Collateral Obligations to be purchased by it on such Funding Date, demonstrating that (i) with respect to each Advance, all of
the Collateral Quality Tests and the Minimum Equity Condition are satisfied, or (ii) with respect to each Reinvestment, (A) the
Diversity Score is at least 8 and (B) each other Collateral Quality Test is satisfied or, if not satisfied, maintained or improved,
and the Minimum Equity Condition is satisfied;


 


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


 


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


 


(i)        Permitted
Use. The proceeds of any Advance will be used solely by the Borrower for general corporate purposes consistent with terms hereof,
which, for the avoidance of doubt, include dividends and distributions to the Equityholder permitted pursuant to Section 10.16,
or to acquire Collateral Obligations as identified on the applicable Asset Approval Request; and


 


(j)        Appraised
Value. In connection with the acquisition of each Asset Based Loan and within the time periods set forth below, the Borrower
or the Investment Manager (on behalf of the Borrower) shall have retained or shall have caused the Obligor to retain an Approved
Valuation Firm to calculate the Appraised Value of (A) with respect to any such Collateral Obligation that has intellectual property,
equipment or real property, as the case may be, in its borrowing base, the collateral securing such Collateral Obligation within
twelve (12) months prior to the acquisition of such Collateral Obligation and inclusion into the Collateral and (B) with respect
to all other Asset Based Loans, the collateral securing such Collateral Obligation within six (6) months prior to the acquisition
of such Collateral Obligation and inclusion into the Collateral. The Borrower shall cause the Investment Manager to report the
Approved Valuation Firm, appraisal metric and Appraised Value for such Collateral Obligation to the Administrative Agent in the
Advance Request related to such Collateral Obligation.


 


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


 


(l)        Rating
Letters. Solely with respect to the initial advance to be made by each Conduit Lender, the Administrative Agent shall have
received a letter from each applicable Rating Agency confirming its rating of such Conduit Lender; and


 



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


 


Section
6.3        Transfer of Collateral Obligations and Permitted Investments. (a)        The
Collateral Custodian shall hold all Certificated Securities (whether Collateral Obligations or Permitted Investments) and
Instruments in physical form at the Corporate Trust Office.


 


(b)        On the
Effective Date (with respect to each Collateral Obligation and Permitted Investment owned by the Borrower on such date) and each
time that the Borrower shall (or shall cause the Investment Manager to) direct or cause the acquisition of any Collateral Obligation
or Permitted Investment, the Borrower shall (or shall cause the Investment Manager to), if such Permitted Investment or, in the
case of a Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the
Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File,”
cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment
documentation in accordance with the requirements set forth in the definition of “Collateral Obligation File” to the
Collateral Custodian to be credited by the Collateral Custodian to the Principal Collection Account in accordance with the terms
of this Agreement.


 


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


 


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


 


(ii)       in the case
of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated
Security and (B) causing such registration to remain effective;


 


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


 



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


 


Article
VII



ADMINISTRATION AND Management OF COLLATERAL OBLIGATIONS


 


Section 7.1        Investment Manager.
The management, administration and collection of the Collateral Obligations shall be conducted by the Person designated as Investment
Manager from time to time in accordance with the Investment Management Agreement.


 


Section 7.2        Investment Manager Events
of Default. (a)        If an Investment Manager Event of Default shall occur and be continuing, at the
election of the Administrative Agent by written notice to the Borrower, the Borrower shall (i) not permit the Investment Manager
to (w) consent to modifications to Collateral Obligations or Hedging Agreements, (x) cause the Borrower to enter into any Hedging
Agreement, (y) consent to any acquisition or disposition of Collateral Obligations under the Investment Management Agreement or
(z) take any other action with respect to the Borrower, the Collateral or the Transaction Documents specified by the Administrative
Agent (or its representative) to the Investment Manager in its sole discretion from time to time (each, a “Specified Transaction”),
(ii) cause the Investment Manager to have the prior written consent of the Administrative Agent in its sole discretion prior to
directing the Borrower to enter into any Specified Transaction and (iii) seek to sell, or cause the Investment Manager to seek
to sell, in each case at the direction of the Administrative Agent, the Collateral Obligations for fair value on commercially reasonable
terms and conditions. The Borrower shall pay the reasonable and documented costs and expenses of any agents and advisers retained
by the Administrative Agent in connection with the exercise of the foregoing rights; provided, however, that the Borrower’s
obligations to reimburse any such costs and expenses in respect of any period during which an Investment Manager Event shall have
occurred and be continuing shall not exceed an amount equal to 2.00% per annum of the average daily value of the aggregate Collateral
Obligation Amount of the Eligible Collateral Obligations during such period. The Investment Manager hereby agrees to work in good
faith with any such agents and advisors. The Investment Management Agreement shall provide that the Investment Manager may not
resign until a successor has been chosen in accordance with the foregoing provisions and has commenced services.


 


In addition, upon the occurrence
of an Investment Manager Event of Default, the Borrower shall cause the Investment Manager to, if so requested by the Administrative
Agent acting at the direction of the Required Lenders, deliver as directed by the Administrative Agent copies of its Records within
five Business Days after demand therefor and an electronic transmission (the form of such transmission shall be reasonably acceptable
to such successor investment manager) containing as of the close of business on the date of demand all of the data maintained by
the Investment Manager in computer format in connection with managing the Collateral Obligations.


 



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(b)        The Borrower
shall not permit the Investment Manager to resign from the obligations and duties imposed on it under the Transaction Documents
other than in accordance with Section 11 of the Investment Management Agreement.


 


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


 


Section 7.3        Duties of the Investment
Manager. In addition to the duties and obligations set forth in the Investment Management Agreement,
the Borrower shall cause the Investment Manager to manage, service, administer and make collections on the Collateral Obligations
and perform the other actions required by the Investment Manager in accordance with the terms and provisions of the Transaction
Documents and the Investment Management Standard.


 


(a)        The Borrower
shall cause the Investment Manager to take or cause to be taken all such actions, as may be reasonably necessary or advisable to
attempt to recover Collections from time to time, all in accordance with (i) Applicable Law, (ii) the applicable Collateral
Obligation and its Underlying Instruments and (iii) the Investment Management Standard.


 


(b)        The Borrower
shall cause the Investment Manager to administer the Collections in respect of the Loan payments in accordance with the procedures
described herein. The Borrower shall cause the Investment Manager to (i) instruct all Obligors (and related agents) to deposit
Collections directly into the Collection Account and (ii) deposit all Collections received directly by it into the Collection Account
within one (1) Business Day of receipt thereof. The Borrower shall cause the Investment Manager to identify all Collections as
either Principal Collections or Interest Collections, as applicable. The Borrower shall cause the Investment Manager to make such
deposits or payments by electronic funds transfer through the Automated Clearing House system, or by wire transfer.


 


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


 


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


 



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Section 7.4        Reserved.



 


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


 


(a)        Compliance
with Agreements and Applicable Laws. The Borrower shall cause the Investment Manager to perform each of its obligations under
this Agreement and the other Transaction Documents and comply with all Applicable Laws, including those applicable to the Collateral
Obligations and all Collections thereof, except to the extent that the failure to so comply would not reasonably be expected to
have a Material Adverse Effect.


 


(b)        Maintenance
of Existence and Conduct of Business. The Borrower shall cause the Investment Manager to: (i) do or cause to be done all
things necessary to (A) preserve and keep in full force and effect its existence as a corporation and its rights and franchises
in the jurisdiction of its formation and (B) qualify and remain qualified as a foreign corporation in good standing and preserve
its rights and franchises in each jurisdiction in which the failure to so qualify and remain qualified and preserve its rights
and franchises would reasonably be expected to have a Material Adverse Effect; (ii) continue to conduct its business substantially
as now conducted or as otherwise permitted hereunder or under its organizational documents; and (iii) at all times maintain,
preserve and protect all of its licenses, permits, charters and registrations except where the failure to maintain, preserve and
protect such licenses, permits, charters and registrations would not reasonably be expected to have a Material Adverse Effect.


 


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


 


(d)        Reserved.


 


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


 



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(f)        Compliance
with Collateral Obligations and Investment Management Standard. The Borrower shall cause the Investment Manager to, at its
expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed
by the Investment Manager under any Collateral Obligations (except, in the case of a successor Investment Manager, such material
provisions, covenants and other provisions shall only include those provisions relating to the collection and managing the Collateral
Obligations to the extent such obligations are set forth in a document included in the related Collateral Obligation File) and
shall comply with the Investment Management Standard in all material respects with respect to all Collateral Obligations.


 


(g)        Maintain
Records of Collateral Obligations. The Borrower shall cause the Investment Manager to, at its own cost and expense, maintain
reasonably satisfactory and complete records of the Collateral, including a record of all payments received and all credits granted
with respect to the Collateral and all other dealings with the Collateral. The Borrower shall cause the Investment Manager to maintain
its computer systems so that, from and after the time of sale of any Collateral Obligation to the Borrower, the Investment Manager’s
master computer records (including any back-up archives) that refer to such Collateral Obligation shall indicate the interest of
the Borrower and the Administrative Agent in such Collateral Obligation and that such Collateral Obligation is owned by the Borrower
and has been pledged to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement.


 


(h)        Liens.
The Borrower shall not permit the Investment Manager to create, incur, assume or permit to exist any Lien on or with respect to
any of its rights under any of the Transaction Documents, whether with respect to the Collateral Obligations or any other Collateral
other than Permitted Liens.


 


(i)        Mergers.
The Borrower shall not permit the Investment Manager to directly or indirectly, by operation of law or otherwise, merge with, consolidate
with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person, except
that the Investment Manager shall be permitted to merge with any entity so long as the Investment Manager remains the surviving
corporation of such merger and such merger does not result in a Change of Control. The Borrower shall cause the Investment Manager
to give prior written notice of any merger to the Administrative Agent.


 


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


 



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(k)        Financial
Reports. The Borrower shall cause the Investment Manager to furnish, or cause to be furnished, to the Administrative Agent:


 


(i)        as soon as available,
but in any event within 120 days after the end of each fiscal year of the Equityholder, a copy of the consolidated and consolidating
balance sheet of the Equityholder and its consolidated Subsidiaries as at the end of such year, the related consolidated and consolidating
statements of income for such year, and the related consolidated statements of changes in net assets and of cash flows for such
year, setting forth in each case in comparative form the figures for the previous year; provided, that the financial statements
required to be delivered pursuant to this clause (i) which are made available via EDGAR, or any successor system of the Securities
and Exchange Commission, in the Equityholder’s annual report on Form 10-K, shall be deemed delivered to the Administrative
Agent on the date such documents are made so available; and


 


(ii)        as soon as available
and in any event within 45 days after the end of each fiscal quarter of each fiscal year (other than the last fiscal quarter of
each fiscal year), an unaudited consolidated and consolidating balance sheet of the Equityholder and its consolidated Subsidiaries
as of the end of such fiscal quarter and including the prior comparable period (if any), and the unaudited consolidated and consolidating
statements of income of the Equityholder and its consolidated Subsidiaries for such fiscal quarter and for the period commencing
at the end of the previous fiscal year and ending with the end of such fiscal quarter, and the unaudited consolidated statements
of cash flows of the Equityholder and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal
year and ending with the end of such fiscal quarter; provided, that the financial statements required to be delivered pursuant
to this clause (ii) which are made available via EDGAR, or any successor system of the Securities and Exchange Commission, in the
Equityholder’s quarterly report on Form 10-Q, shall be deemed delivered to the Administrative Agent on the sate such documents
are made so available.


 


(l)         Obligor
Reports. The Borrower shall cause the Investment Manager to furnish to the Administrative Agent, with respect to each Obligor


 


(i)        within 15 Business
Days of the completion of the Investment Manager’s portfolio review of such Obligor (which, for any individual Obligor, shall
occur no less frequently than quarterly), without duplication of any other reporting requirements set forth in this Agreement or
any other Transaction Document, any financial reporting packages with respect to such Obligor and with respect to each Collateral
Obligation for such Obligor (including any attached or included information, statements and calculations) received by the Borrower
and/or the Investment Manager as of the date of the completion of such review. In no case, however, shall the Investment Manager
be obligated hereunder to deliver such Obligor reports to the Administrative Agent more than once per calendar month. Upon demand
by the Administrative Agent, the Borrower shall cause the Investment Manager to provide such other information as the Administrative
Agent may reasonably request with respect to any Collateral Obligation or Obligor (to the extent reasonably available to the Investment
Manager); and


 


(ii)        not later than
the date on which financial statements are due in respect of any fiscal quarter, any updated Obligor Information for such Obligor
received during such fiscal quarter, including notice of any unavailable items of Obligor Information.


 


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


 



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Section 7.6        Reserved. 


 


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


 


Section 7.8        Reserved.



 


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


 


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


 



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


 


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


 


(i)        immediately after
giving effect to such Optional Sale:


 


(A)        each Collateral
Quality Test is satisfied (or, if any Collateral Quality Test is not satisfied, it is improved);


 


(B)        the Minimum
Equity Condition is satisfied;


 


(C)        the Borrowing
Base is greater than or equal to the Advances outstanding; and


 


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


 


provided, notwithstanding
the above, that the Borrower may make (i) any Optional Sale of any Collateral Obligation that, in the Collateral Manager’s
reasonable judgment, has a significant risk of declining in credit quality and, with the lapse of time, becoming a Defaulted Collateral
Obligation, if after giving effect to such Optional Sale, (a) no Facility Termination Event is continuing and (b) the aggregate
Principal Balance of all such Collateral Obligations sold pursuant to this proviso in any twelve-month period does not exceed 15%
of the Aggregate Eligible Collateral Obligation Amount in effect on the date of such sale, (ii) any Optional Sale of any Collateral
Obligation if (x) the sale price is equal to or greater than the Principal Balance of such Collateral Obligation and (y) the proceeds
from such Optional Sale are applied to reduce the Advances or (iii) any Optional Sale required as a result of the Required Sale
Date.


 



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


 


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


 


(iv)        if such Optional
Sale is to an Affiliate of the Borrower or the Investment Manager, the Administrative Agent has given its prior written consent
(which shall not be unreasonably withheld, conditioned or delayed); and


 


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


 


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


 


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


 


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


 



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(e)        Notwithstanding
the foregoing, the Principal Balance of all Collateral Obligations (other than Warranty Collateral Obligations released to the
Equityholder pursuant to a dividend by the Borrower or Collateral Obligations sold to the Equityholder as a result of the Required
Sale Date) sold pursuant to Section 7.10(a) to the Equityholder or an Affiliate thereof or released to the Equityholder
pursuant to a dividend by the Borrower shall not during the term of this Agreement exceed 20% of the Net Purchased Loan Balance
measured as of the date of such sale or dividend; provided, that the Principal Balance of all Defaulted Collateral Obligations
(other than Warranty Collateral Obligations released to the Equityholder pursuant to a dividend by the Borrower or Collateral Obligations
sold to the Equityholder as a result of the Required Sale Date) sold pursuant to Section 7.10(a) to the Equityholder or
an Affiliate thereof or released to the Equityholder pursuant to a dividend by the Borrower shall not during the term of this Agreement
exceed 10% of the Net Purchased Loan Balance measured as of the date of such sale or dividend.


 


Section
7.11        Repurchase or Substitution of Warranty Collateral Obligations. In
the event of (x) a Repurchase Event or (y) a breach of Section 9.5, Section 9.13 or Section 9.26 or
of a material breach of any other representation, warranty, undertaking or covenant set forth in Article IX, Article
X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and
other related collateral constituting part of the Collateral related to such Collateral Obligation) (each such Collateral
Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of
(x) knowledge of such breach on the part of the Equityholder or the Investment Manager and (y) receipt by the
Equityholder or the Investment Manager of written notice thereof given by the Administrative Agent, the Borrower shall either
(a) repay Advances outstanding in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral
Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty
Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least
equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such
repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such
Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-day
period either (x) such Repurchase Event shall no longer be continuing or (y) the representations and warranties in Article
IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with
respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on
such day, as applicable or if the Advances outstanding do not exceed the Borrowing Base, as applicable.


 


Section
7.12        Required Sale Date.
Notwithstanding anything else in this Agreement to the contrary, the Borrower shall divest itself of all Required Sale Assets on
or prior to the Required Sale Date. 


 


Article
VIII



ACCOUNTS; PAYMENTS


 


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


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 



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


 


(A)        FIRST, to
the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $100,000 on any Distribution
Date;


 


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


 


(C)        THIRD, to
the Investment Manager (unless waived or deferred in whole or in part by the Investment Manager), any fees of the Investment Manager
in an aggregate amount not to exceed the amount of any accrued and unpaid Primary IM Fee for the related Collection Period;


 


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


 


(E)        FIFTH, during
the Revolving Period, to the Agents on behalf of their respective Lenders pro rata in accordance with the outstanding Advances,
(1) in the amount necessary to reduce the Advances outstanding to an amount not to exceed any Borrowing Base and (2) if the Diversity
Score is lower than 8, in the amount necessary to reduce the Advances outstanding to zero;


 


(F)        SIXTH, after
the end of the Revolving Period, to the Agents on behalf of their respective Lenders pro rata to repay the Advances outstanding,
an amount equal to the sum of (i) all remaining Amount Available constituting Principal Collections plus (ii) the product of (a)
all remaining Amount Available constituting Interest Collections multiplied by (b) the applicable Lender Allocation Percentage;


 



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(G)        SEVENTH,
to the Investment Manager (unless waived or deferred in whole or in part by the Investment Manager), any fees of the Investment
Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Secondary IM Fee for the related Collection Period,
as well as any expenses of the Investment Manager or other amounts owing to the Investment Manager, in each case reimbursable or
owing under the terms of the Investment Management Agreement;


 


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


 


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


 


(J)         TENTH, to
the extent not previously paid pursuant to Section 8.3(a)(A) above, to the payment of taxes and governmental fees owing
by the Borrower, if any;


 


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


 


(L)        TWELFTH,
at the election of the Investment Manager to pay to the Investment Manager any deferred and unpaid Primary IM Fee or deferred and
unpaid Secondary IM Fee;


 


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


 


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


 


(O)         FIFTEENTH,
(A) all remaining Amount Available constituting Interest Collections to the Borrower or, during the Revolving Period at the discretion
of the Investment Manager, to remain in the Collection Account and (B) all remaining Amount Available constituting Principal Collections,
(x) during the Revolving Period, to remain in the Collection Account as Principal Collections and (y) after the end of the Revolving
Period, to the Borrower.


 


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


 



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(i)        the Borrower
shall have given written notice to the Collateral Agent and the Administrative Agent of the proposed Reinvestment at or prior to
3:00 p.m., New York City time, two Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”).
Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among
other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations
setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the
Reinvestment Date (if applicable);


 


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


 


(iii)      upon the written
request of the Borrower (or the Investment Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than
11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Administrative Agent by
facsimile or e-mail (to be received no later than 1:30 p.m. New York City time on that same day) a statement reflecting the total
amount on deposit on such day in the Collection Account; and


 


(iv)      any Reinvestment
Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower.


 


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


 


Section 8.4        Fees.
The Borrower shall pay, pursuant hereto, the Undrawn Fee, the Make-Whole Fee, the Prepayment Fee and any other fees (collectively,
“Fees”) in the amounts and on the dates set forth herein or in one or more fee letter agreements, dated the
date hereof (or dated the date any Lender and its related Lender Group becomes a party hereto pursuant to an assignment or otherwise),
signed by the Borrower, the applicable Agent and the Administrative Agent (as any such fee letter agreement may be amended, restated,
supplemented or otherwise modified from time to time, a “Fee Letter”).


 


Section 8.5        Monthly Report.
The Collateral Agent shall prepare (based on information provided to it by the Investment Manager, the Administrative Agent and
the Lenders as set forth herein) a Monthly Report in the form of Exhibit D determined as of the close of business on each
Determination Date and make available such Monthly Report to the Administrative Agent, the Borrower and the Investment Manager
on each Reporting Date starting with the Reporting Date in January 2015. If any party receiving any Monthly Report disagrees with
any items of such report, it shall contact the Collateral Agent and notify it of such disputed item and provide reasonably sufficient
information to correct such item, with (if other than the Administrative Agent) a copy of such notice and information to the Administrative
Agent and the Investment Manager. Unless the Collateral Agent is otherwise timely directed by the Administrative Agent, the Collateral
Agent shall distribute a revised Monthly Report on the Business Day after it receives such information. If the Collateral Agent
is directed by the Administrative Agent that the Collateral Agent should not make such correction, the Collateral Agent shall take
such action as instructed by the Administrative Agent. The Administrative Agent’s reasonable determination with regard to
any disputed item in the Monthly Report shall be final.


 



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


 


Article
IX



REPRESENTATIONS AND WARRANTIES OF THE BORROWER


 


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


 


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


 


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


 


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


 



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


 


Section
9.5        Security Interest.
This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured
Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected
under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised
of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts,
Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has
complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all
of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets
credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent
to obtain Control with respect to the Collection Account and (c) the Accounts are not in the name of any Person other than
the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed
the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided
that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower
may, or may cause the Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement;
all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear
of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral
Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent,
on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the
security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article
9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing
any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.7, will
be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will
receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying
promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties;
none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating
that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured
Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to
the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral
Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original
issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian
on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing
the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration
to remain effective.


 



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Section
9.6        No Violation.
The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party,
and the fulfillment of the terms of this Agreement and the other Transaction Documents to which it is a party, shall not conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default
under, its organizational documents, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Borrower
is a party or by which it is bound or any of its properties are subject, or result in the creation or imposition of any Lien (other
than Permitted Liens) upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust
or other instrument, or violate in any material respect any law, or any order, rule or regulation applicable to the Borrower of
any Official Body having jurisdiction over the Borrower or any of its properties, or in any way materially adversely affect the
Borrower’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 



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


 


Section
9.15        Bulk Sales.
The grant of the security interest in the Collateral by the Borrower to the Collateral Agent, for the benefit of the Secured Parties,
pursuant to this Agreement, is in the ordinary course of business for the Borrower and is not subject to the bulk transfer or any
similar statutory provisions in effect in any applicable jurisdiction.


 


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


 


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


 


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


 


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


 


Section
9.20        No Subsidiaries.
The Borrower has no Subsidiaries other than REO Asset Owners.


 


Section
9.21        ERISA Compliance.
It has no benefit plans subject to ERISA.


 


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


 


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


 



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Section
9.24        Collections.
The Borrower acknowledges that (i) all Obligors (and related agents) have been directed to make all payments directly to the Collection
Account and (ii) all Collections received by it or its Affiliates with respect to the Collateral pledged hereunder are held and
shall be held in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties until deposited into the Collection
Account in accordance with Section 10.10.


 


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


 


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


 


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


 


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


 


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


 



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Section
9.29        Anti-Terrorism, Anti-Money
Laundering. Neither the Borrower nor any Affiliate of the Borrower is (i) a country, territory,
organization, person or entity named on an Office of Foreign Asset Control (OFAC) list; (ii) a Person that resides or has
a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction”
by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction;
(iii) a “Foreign Shell Bank” within the meaning of the USA Patriot Act, i.e., a foreign bank that does
not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable
level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction
designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA Patriot Act as warranting special
measures due to money laundering concerns. The Borrower is in compliance with all applicable OFAC rules and regulations and also
in compliance with all applicable provisions of the USA Patriot Act.


 


Article
X



COVENANTS


 


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


 


Section
10.1        Protection of Security
Interest of the Secured Parties. (a)        At or prior to the Effective Date, the Borrower shall have
filed or caused to be filed a UCC-1 financing statement, naming the Borrower as debtor, naming the Collateral Agent (for the benefit
of the Secured Parties) as secured party and describing the Collateral, with the office of the Secretary of State of the State
of Delaware. From time to time thereafter, the Borrower shall file (and the Borrower hereby authorizes the Collateral Agent to
so file) such financing statements and cause to be filed such continuation statements, all in such manner and in such places as
may be required by law fully to preserve, maintain and protect the interest of the Collateral Agent in favor of the Secured Parties
under this Agreement in the Collateral and in the proceeds thereof. The Borrower shall deliver (or cause to be delivered) to the
Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following
such filing. In the event that the Borrower fails to perform its obligations under this subsection, the Collateral Agent or the
Administrative Agent may (but shall have no obligation to) do so, in each case at the expense of the Borrower, however neither
the Collateral Agent nor the Administrative Agent shall have any liability in connection therewith.


 


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


 



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


 


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


 


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


 


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


 


Section
10.4        Reporting Requirements.
The Borrower shall furnish, or cause to be furnished, to the Administrative Agent, the Collateral Agent and each Lender:


 


(a)        as soon
as possible and in any event within three Business Days after a Responsible Officer of the Borrower shall have knowledge of the
occurrence of a Facility Termination Event, Unmatured Facility Termination Event, Investment Manager Event of Default or Unmatured
Investment Manager Event of Default, the statement of an Executive Officer of the Borrower setting forth complete details of such
event and the action which the Borrower has taken, is taking and proposes to take with respect thereto;


 



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(b)        promptly,
from time to time, such other information, documents, records or reports respecting the Collateral Obligations or the Related Security,
the other Collateral or the condition or operations, financial or otherwise, of the Borrower as such Person may, from time to time,
reasonably request; and


 


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


 


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


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


(h)        The Borrower
shall notify the Administrative Agent and the Collateral Agent after a Responsible Officer of the Borrower shall obtain actual
knowledge of the transfer by the related Hedge Counterparty of any Hedging Agreement, or any interest or obligation thereunder.


 



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(i)        The Borrower,
with the consent of the Administrative Agent in its sole discretion, may sell all or a portion of the Hedging Agreements; provided,
that no consent of the Administrative Agent shall be required for the sale of all or a portion of any Hedging Agreement relating
to Fixed Rate Collateral Obligations not counted as “excess” pursuant to clause (d) of the definition of “Excess
Concentration Amount.” The Borrower shall have the duty of obtaining a fair market value price for the sale of any Hedging
Agreement, notifying the Administrative Agent and the Collateral Agent of prospective purchasers and bids, and selecting the purchaser
of such Hedging Agreement. The Borrower and, at the Borrower’s request, the Collateral Agent, upon receipt of the purchase
price in the Collection Account shall, with the prior written consent of the Administrative Agent, execute all documentation necessary
to release the Lien of the Collateral Agent on such Hedging Agreement and proceeds thereof.


 


Notwithstanding the foregoing,
with respect to any Collateral Obligation, the Borrower may include in an Asset Approval Request provisions of Hedging Agreements
applicable to such Collateral Obligation, and, if nothing to the contrary is included in the related Approval Notice delivered
to the Borrower by the Administrative Agent, the provisions relating to Hedging Agreements in the Asset Approval Request shall
control to the extent such provisions conflict with this Section 10.6. Notwithstanding anything to the contrary in this
Section 10.6, the parties hereto agree that should the Borrower fail to observe or perform any of its obligations under
this Section 10.6 with respect to any Hedging Agreement, the sole result will be that the Collateral Obligation or
Collateral Obligations that are the subject of such Hedging Agreement shall immediately cease to be Eligible Collateral Obligations
for all purposes under this Agreement.


 


Section
10.7        Tangible Net Worth.
The Borrower shall maintain at all times a positive Tangible Net Worth.


 


Section
10.8        Taxes.
For U.S. federal income tax purpose, the Borrower will be an entity disregarded as separate from the Equityholder and the Equityholder
or its parent will be treated as a United States person for U.S. federal income tax purposes. The Borrower will file on a timely
basis all federal and other material Tax returns required to be filed, if any, and will pay all federal and other material Taxes
due and payable by it and any assessments made against it or any of its property (other than any amount the validity of which is
contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP are provided on the
books of the Borrower).


 


Section 10.9        Merger,
Consolidation, Etc. The Borrower shall not merge or consolidate with any other Person or permit
any other Person to become the successor to all or substantially all of its business or assets without the prior written consent
of the Administrative Agent in its sole discretion.


 


Section
10.10      Deposit of Collections.
The Borrower shall transfer, or cause to be transferred, all Collections to the Collection Account by the close of business on
the Business Day following the date such Collections are received by the Borrower, the Equityholder, the Investment Manager, any
sub-advisor of the Investment Manager or any of their respective Affiliates.


 



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Section 10.11        Indebtedness; Guarantees.
The Borrower shall not create, incur, assume or suffer to exist any Indebtedness other than Indebtedness permitted under the Transaction
Documents. The Borrower shall incur no Indebtedness secured by the Collateral other than the Obligations. The Borrower shall not
assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among
other things, agreeing to purchase any obligation of another Person, agreeing to advance funds to such Person or causing or assisting
such Person to maintain any amount of capital, other than as expressly permitted under the Transaction Documents.


 


Section 10.12        Limitation on Purchases
from Affiliates. Other than pursuant to the Sale Agreement, the Borrower shall not purchase any
asset from the Equityholder or the Investment Manager or any Affiliate of the Borrower, the Equityholder or the Investment Manager.


 


Section
10.13        Documents.
Except as otherwise expressly permitted herein, it shall not cancel or terminate any of the Transaction Documents to which it is
party (in any capacity), or consent to or accept any cancellation or termination of any of such agreements, or amend or otherwise
modify any term or condition of any of the Transaction Documents to which it is party (in any capacity) or give any consent, waiver
or approval under any such agreement, or waive any default under or breach of any of the Transaction Documents to which it is party
(in any capacity) or take any other action under any such agreement not required by the terms thereof, unless (in each case) the
Administrative Agent shall have consented thereto in its sole discretion.


 


Section
10.14        Preservation of Existence.
It shall do or cause to be done all things necessary to (i) preserve and keep in full force and effect its existence as a
limited liability company and take all reasonable action to maintain its rights and franchises in the jurisdiction of its formation
and (ii) qualify and remain qualified as a limited liability company in good standing in each jurisdiction where the failure
to qualify and remain qualified would reasonably be expected to have a Material Adverse Effect.


 


Section
10.15        Limitation on Investments.
The Borrower shall not form, or cause to be formed, any Subsidiaries other than REO Asset Owners; or make or suffer to exist any
loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital,
purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate
or any other Person except investments as otherwise permitted herein and pursuant to the other Transaction Documents.


 



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Section
10.16        Distributions. (a)        The Borrower shall not declare or make
(i) payment of any distribution on or in respect of any equity interests, or (ii) any payment on account of the
purchase, redemption, retirement or acquisition of any option, warrant or other right to acquire such equity interests; provided
that the Borrower may make a distribution of (A) (1) Interest Collections, (2) during any 12-month period, an aggregate
amount of Principal Collections or proceeds of any Advance equal to 10% of the Aggregate Eligible Collateral Obligation
Amount as of the first day of such 12-month period during the Revolving Period, (3) any Principal Collections or proceeds of
any Advance in excess of the amount permitted under the foregoing clause (2), and (4) with the prior written consent of
the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), any Collateral
Obligations or other assets of the Borrower, in each case, if after giving effect to such distribution, (v) as certified in
writing by the Borrower and Investment Manager to the Administrative Agent, sufficient proceeds remain for all payments to be
made pursuant to Section 8.3(a) (other than clause (N) thereof) on the next Distribution Date, (w) no Unmatured
Facility Termination Event, Facility Termination Event, Unmatured Investment Manager Event of Default or Investment Manager
Event of Default shall have occurred and be continuing, (x) each Collateral Quality Test is satisfied, (y) the Minimum Equity
Condition is satisfied and (z) the Borrowing Base Condition is satisfied, (B) amounts paid to it pursuant to Section
8.3(a) on the applicable Distribution Date and (C) the proceeds of any Advance on the applicable Advance Date, but only
if such Advance is made in respect of an Eligible Collateral Obligation acquired by the Borrower either (1) prior to such
Advance Date if such Eligible Collateral Obligation was identified on the related Asset Approval Request as an asset with
respect to which the Borrower intends to make a future distribution pursuant to this Section 10.16(C)(1) or (2) on
such Advance Date.


 


(b)        Prior to foreclosure
by the Administrative Agent upon any Collateral pursuant to Section 13.3(c), nothing in this Section 10.16
or otherwise in this Agreement shall restrict (i) the Investment Manager from exercising any Warrant Assets issued to it by
Obligors from time to time or (ii) the Borrower from exercising any Warrant Assets issued to it by Obligors from time to time
to the extent funds are available to the Borrower under Section 8.3(a) or made available to the Borrower.


 


Section
10.17        Performance of Borrower
Assigned Agreements. The Borrower shall (i) perform and observe in all material respects
all the terms and provisions of the Transaction Documents (including each of the Borrower Assigned Agreements) to which it is a
party to be performed or observed by it, maintain such Transaction Documents in full force and effect, and enforce such Transaction
Documents in accordance with their terms, and (ii) upon reasonable request of the Administrative Agent, make to any other
party to such Transaction Documents such demands and requests for information and reports or for action as the Borrower is entitled
to make thereunder.


 


Section
10.18        Material Modifications.
The Borrower shall not consent to a Material Modification with respect to any Collateral Obligation without the express written
consent of the Administrative Agent (in its sole discretion).


 


Section
10.19        Further Assurances; Financing Statements. (a)        The Borrower agrees
that at any time and from time to time, at its expense and upon reasonable request of the Administrative Agent or the
Collateral Agent (acting at the request of the Administrative Agent), it shall promptly execute and deliver all further
instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the
assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or
any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any
Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or
continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or
that the Collateral Agent (acting solely at the Administrative Agent’s request) may reasonably request to protect and
preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the
Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the
Administrative Agent may reasonably determine is necessary to ensure the perfection of such security interest (without
disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all
assets or all personal property of the Borrower whether now owned or hereafter acquired.


 



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(b)        The Borrower
and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Administrative
Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral.


 


(c)        It shall
furnish to the Collateral Agent and the Administrative Agent from time to time such statements and schedules further identifying
and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely
at the Administrative Agent’s request) or the Administrative Agent may reasonably request, all in reasonable detail.


 


Section
10.20        Obligor Payment Instructions.
The Borrower acknowledges that the power of attorney granted in Section 13.10 to the Collateral Agent permits the Collateral
Agent to send (at the Administrative Agent’s written direction after the occurrence of a Facility Termination Event) Obligor
notification forms to give notice to the Obligors of the Collateral Agent’s interest in the Collateral and the obligation
to make payments as directed by the Collateral Agent (at the written direction of the Administrative Agent).


 


Section
10.21        Delivery of Collateral
Obligation Files. The Borrower (or the Investment Manager on behalf of the Borrower) shall deliver
to the Collateral Custodian (with a copy to the Administrative Agent at the following e-mail addresses (for electronic copies):
kevin.a.tanzer@db.com, amit.patel@db.com and nii.dodoo@db.com) the Collateral Obligation Files identified on the related Document
Checklist promptly upon receipt but in no event later than three (3) Business Days of the related Funding Date; provided
that any file stamped document included in any Collateral Obligation File shall be delivered as soon as they are reasonably available
(even if not within three (3) Business Days of the related Funding Date). 


 


Section
10.22        Collateral
Obligation Schedule. As of the end of each January, April, July and October of each year, the Borrower shall deliver an
update of the Collateral Obligation Schedule to the Administrative Agent (with a copy to the Collateral Agent), certified
true and correct by each of the Borrower and the Investment Manager. The Borrower hereby authorizes a UCC-3 amendment to be
filed quarterly attaching each such updated Collateral Obligation Schedule and shall file such UCC-3 amendment at the request
of the Administrative Agent. Upon filing, a copy of such UCC-3 shall be provided to the Collateral Agent and Administrative
Agent.


 



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Article
XI



THE COLLATERAL AGENT


 


Section
11.1        Appointment of Collateral
Agent. Wells Fargo Bank, National Association is hereby appointed as Collateral Agent pursuant
to the terms hereof. The Secured Parties hereby appoint the Collateral Agent to act exclusively as the agent for purposes of perfection
of a security interest in the Collateral and Collateral Agent of the Secured Parties to act as specified herein and in the other
Transaction Documents to which the Collateral Agent is a party.


 


Section 11.2        Monthly Reports.
The Collateral Agent shall prepare the Monthly Report in accordance with Section 8.5 and distribute funds in accordance
with such Monthly Report in accordance with Section 8.3.


 


Section
11.3        Collateral Administration.
The Collateral Agent shall maintain a database of certain characteristics of the Collateral on an ongoing basis, and provide to
the Borrower, the Investment Manager and the Administrative Agent certain reports, schedules and calculations, all as more particularly
described in this Section 11.3, based upon information and data received from the Borrower and/or the Investment Manager
pursuant to Section 7.7 or the Administrative Agent.


 


(a)        In connection
therewith, the Collateral Agent shall:


 


(i)        within 15 days
after the Effective Date, create a Collateral database with respect to the Collateral that has been pledged to the Collateral Agent
for the benefit of the Secured Parties from time to time, comprised of the Collateral Obligations credited to the Accounts from
time to time and Permitted Investments in which amounts held in the Accounts may be invested from time to time, as provided in
this Agreement (the “Collateral Database”);


 


(ii)       update the Collateral
Database on a periodic basis for changes and to reflect the sale or other disposition of assets included in the Collateral and
any additional Collateral granted to the Collateral Agent from time to time, in each case based upon, and to the extent of, information
furnished to the Collateral Agent by the Borrower, the Investment Manager or the Administrative Agent as may be reasonably required
by the Collateral Agent from time to time or based upon notices received by the Collateral Agent from the issuer, or trustee or
agent bank under an underlying instrument, or similar source);


 


(iii)      track the receipt
and allocation to the Collection Account of Principal Collections and Interest Collections and any withdrawals therefrom and, on
each Business Day, provide to the Investment Manager and Administrative Agent daily reports reflecting such actions to the accounts
as of the close of business on the preceding Business Day and the Collateral Agent shall provide any such report to the Administrative
Agent or the Investment Manager upon its request therefor;


 



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(iv)      prepare and
deliver to the Administrative Agent, the Borrower and the Investment Manager on each Reporting Date, (A) the Monthly Report
and any update pursuant to Section 8.5 when requested by the Investment Manager, the Borrower or the Administrative
Agent, on the basis of the information contained in the Collateral Database as of the applicable Determination Date, the information
provided by each Lender and the Administrative Agent pursuant to Section 3.4 and such other information as may be provided
to the Collateral Agent by the Borrower, the Investment Manager, the Administrative Agent or any Lender;


 


(v)       provide other
such information with respect to the Collateral granted to the Collateral Agent and not released as may be routinely maintained
by the Collateral Agent in performing its ordinary Collateral Agent function pursuant hereunder, as the Borrower, the Investment
Manager, the Administrative Agent or any Lender may reasonably request from time to time;


 


(vi)       upon the written
request of the Investment Manager on any Business Day and within three hours after the Collateral Agent’s receipt of such
request (provided such request is received by 12:00 Noon (New York time) on such date (otherwise such request will be deemed made
on the next succeeding Business Day), the Collateral Agent shall perform the following functions: as of the date the Investment
Manager commits on behalf of the Borrower to purchase Collateral Obligations to be included in the Collateral, perform a pro
forma calculation of the tests and other requirements set forth in Sections 6.2(e) and (f), in each case, based
upon information contained in the Collateral Database and report the results thereof to the Investment Manager in a mutually agreed
format; and


 


(vii)      upon the Collateral
Agent’s receipt on any Business Day of written notification from the Investment Manager of its intent to sell (in accordance
with Section 7.10) Collateral Obligations, the Collateral Agent shall perform, within three hours after the Collateral
Agent’s receipt of such request (provided such request is received by no later than 12:00 Noon (New York time) on such date
(otherwise such request will be deemed made on the next succeeding Business Day) a pro forma calculation of the tests set
forth in Sections 7.10(a)(i)(A), (B) and (C) based upon information contained in the Collateral Database and
information furnished by the Investment Manager, compare the results thereof and report the results to the Investment Manager in
a mutually agreed format.


 


(viii)      track the
Principal Balance of each Collateral Obligation and report such balances to the Administrative Agent and the Investment Manager
upon request.


 


(b)        The Collateral
Agent shall provide to the Investment Manager a copy of all written notices and communications identified as being sent to it in
connection with the Collateral Obligations and the other Collateral held hereunder which it receives from the related Obligor,
participating bank and/or agent bank. In no instance shall the Collateral Agent be under any duty or obligation to take any action
on behalf of the Investment Manager in respect of the exercise of any voting or consent rights, or similar actions, unless it receives
specific written instructions from the Investment Manager, prior to the occurrence of a Facility Termination Event or an Investment
Manager Event of Default or the Administrative Agent, after the occurrence of a Facility Termination Event or an Investment Manager
Event of Default, in which event the Collateral Agent shall only vote, consent or take such other action in accordance with such
instructions.


 



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(c)        In addition
to the above:


 


(i)        The Administrative
Agent and each Secured Party further authorizes the Collateral Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the
terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting
the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative
Agent) as its agent to execute and deliver all further instruments and documents, and take all further action (at the written direction
of the Administrative Agent) that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully
evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their
respective rights hereunder, including, without limitation, the execution or filing by the Collateral Agent as secured party/assignee
of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Collateral
Obligations now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the
purposes stated hereinabove. Nothing in this Section 11.3(c)(i) shall be deemed to relieve the Borrower or the Investment
Manager of their respective obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties)
in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 10.1.
It is understood and agreed that any and all actions performed by the Collateral Agent in connection with this Section 11.3(c)(i)
shall be at the written direction of the Administrative Agent, and the Collateral Agent shall have no responsibility or liability
in connection with determining any actions necessary or desirable to perfect, protect or more fully secure the security interest
granted by the Borrower hereunder or to enable any Person to exercise or enforce any of their respective rights hereunder.


 


(ii)        The Administrative
Agent may direct the Collateral Agent in writing to take any such incidental action hereunder. With respect to other actions which
are incidental to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be required
to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected
in acting or refraining from acting) upon the written direction of the Administrative Agent; provided that the Collateral
Agent shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Parties or otherwise
if the taking of such action, in the determination of the Collateral Agent, (x) shall be in violation of any Applicable Law
or contrary to any provisions of this Agreement or (y) shall expose the Collateral Agent to liability hereunder or otherwise
(unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral
Agent requests the consent of the Administrative Agent and the Collateral Agent does not receive a consent (either positive or
negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall
be deemed to have declined to consent to the relevant action.


 



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(iii)        Except as expressly
provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce
any power, right or remedy available to it under this Agreement that might in its judgment involve any expense or liability unless
it has been furnished with an indemnity reasonably satisfactory to it (x) unless and until (and to the extent) expressly so
directed by the Administrative Agent or (y) prior to the Facility Termination Date (and upon such occurrence, the Collateral
Agent shall act in accordance with the written instructions of the Administrative Agent pursuant to clause (x)). The Collateral
Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured
Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative
Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including a Facility Termination
Event, unless a Responsible Officer of the Collateral Agent has knowledge of such matter or written notice thereof is received
by the Collateral Agent.


 


(d)        If, in
performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, the
Collateral Agent may request written instructions from the Administrative Agent as to the course of action desired by it. If the
Collateral Agent does not receive such instructions within two Business Days after it has requested them, the Collateral Agent
may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance
with instructions received after such two Business Day period except to the extent it has already, in good faith, taken or committed
itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled to rely on the advice of legal
counsel and independent accountants in performing its duties hereunder and shall be deemed to have acted in good faith if it acts
in accordance with such advice.


 


(e)        Concurrently
herewith, the Administrative Agent directs the Collateral Agent and the Collateral Agent is authorized to enter into the Account
Control Agreement and any other related agreements in the form delivered to the Collateral Agent. For the avoidance of doubt, all
of the Collateral Agent’s rights, protections and immunities provided herein shall apply to the Collateral Agent for any
actions taken or omitted to be taken under the Account Control Agreement and any other related agreements in such capacity.


 


Section
11.4        Removal or Resignation
of Collateral Agent. The Collateral Agent may at any time resign and terminate its obligations
under this Agreement upon at least 60 days’ prior written notice to the Investment Manager, the Borrower and the Administrative
Agent; provided, that no resignation or removal of the Collateral Agent will be permitted unless a successor Collateral
Agent has been appointed which successor Collateral Agent, so long as no Unmatured Investment Manager Event of Default, Investment
Manager Event of Default, Unmatured Facility Termination Event or Facility Termination Event has occurred and is continuing, is
reasonably acceptable to the Investment Manager. Promptly after receipt of notice of the Collateral Agent’s resignation,
the Administrative Agent shall promptly appoint a successor Collateral Agent by written instrument, in duplicate, copies of which
instrument shall be delivered to the Borrower, the Investment Manager, the resigning Collateral Agent and to the successor Collateral
Agent. In the event no successor Collateral Agent shall have been appointed within 60 days after the giving of notice of such resignation,
the Collateral Agent may petition any court of competent jurisdiction to appoint a successor Collateral Agent. The Administrative
Agent upon at least 60 days’ prior written notice to the Collateral Agent, may with or without cause remove and discharge
the Collateral Agent or any successor Collateral Agent thereafter appointed from the performance of its duties under this Agreement.
Promptly after giving notice of removal of the Collateral Agent, the Administrative Agent shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Collateral Agent. Any such appointment shall be accomplished by written instrument
and one original counterpart of such instrument of appointment shall be delivered to the Collateral Agent and the successor Collateral
Agent, with a copy delivered to the Borrower and the Investment Manager.


 



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Section
11.5        Representations and
Warranties. The Collateral Agent represents and warrants to the Borrower, the Administrative
Agent, the Lenders and Investment Manager that:


 


(a)        the Collateral
Agent has the corporate power and authority and the legal rights to execute and deliver, and to perform its obligations under,
this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;


 


(b)        no consent
or authorization of, filing with, or other act by or in respect of, any arbitrator or Official Body and no consent of any other
Person (including any stockholder or creditor of the Collateral Agent) is required in connection with the execution, delivery performance,
validity or enforceability of this Agreement; and


 


(c)        this Agreement
has been duly executed and delivered on behalf of the Collateral Agent and constitutes a legal, valid and binding obligation of
the Collateral Agent enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles
of equity (whether enforcement is sought in proceedings in equity or at law).


 


Section 11.6        No Adverse Interest
of Collateral Agent. By execution of this Agreement, the Collateral Agent represents and warrants
that it currently holds and during the existence of this Agreement shall hold, no adverse interest, by way of security or otherwise,
in any Collateral Obligation or any document in the Collateral Obligation Files. Neither the Collateral Obligations nor any documents
in the Collateral Obligation Files shall be subject to any security interest, lien or right of set-off by the Collateral Agent
or any third party claiming through the Collateral Agent, and the Collateral Agent shall not pledge, encumber, hypothecate, transfer,
dispose of, or otherwise grant any third party interest in, the Collateral Obligations or documents in the Collateral Obligation
Files, except that the preceding clause shall not apply to the Collateral Agent or the Collateral Custodian with respect to (i) the
Collateral Agent Fees and Expenses or the Collateral Custodian Fees and Expenses, and (ii) in the case of any accounts, with
respect to (x) returned or charged-back items, (y) reversals or cancellations of payment orders and other electronic
fund transfers, or (z) overdrafts in the Collection Account.


 


Section 11.7        Reliance of Collateral
Agent. In the absence of bad faith on the part of the Collateral Agent, the Collateral Agent
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request,
instruction, certificate, opinion or other document furnished to the Collateral Agent, reasonably believed by the Collateral Agent
to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Agreement;
but in the case of a request, instruction, document or certificate which by any provision hereof is specifically required to be
furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same in accordance with the requirements
of this Agreement to determine that they conform on their face to the form required by such provision. For avoidance of doubt,
the Collateral Agent may rely conclusively on the Officer’s Certificate of the Borrower and Officer’s Certificate of
the Investment Manager. The Collateral Agent shall not be liable for any action taken by it in good faith and reasonably believed
by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which
it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such
action.


 



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Section
11.8        Limitation of Liability
and Collateral Agent Rights. (a)        The Collateral Agent may conclusively rely on and shall be fully
protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that
in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Agent
may rely conclusively on and shall be fully protected in acting upon (x) the written instructions of any designated officer
of the Administrative Agent or (y) the verbal instructions of the Administrative Agent.


 


(b)        The Collateral
Agent may consult counsel satisfactory to it with a national reputation in the applicable matter and the advice or opinion of such
counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.


 


(c)        The Collateral
Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for
any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of
its willful misconduct, bad faith, reckless disregard or grossly negligent performance or omission of its duties.


 


(d)        The Collateral
Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as
to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral,
and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in
this Agreement) of any of the Collateral. The Collateral Agent shall not be obligated to take any action hereunder that might in
its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it.


 


(e)        The Collateral
Agent shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement
and the other Transaction Documents to which it is a party and no covenants or obligations shall be implied in this Agreement against
the Collateral Agent.


 


(f)        The Collateral
Agent shall not be required to expend or risk its own funds in the performance of its duties hereunder.


 



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(g)        It is expressly
agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for the obligations
of the other parties hereto or any parties to the Collateral.


 


(h)        In case
any reasonable question arises as to its duties hereunder, the Collateral Agent may, prior to the occurrence of a Facility Termination
Event, request instructions from the Investment Manager and may, after the occurrence of a Facility Termination Event, request
instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has
received written instructions from the Investment Manager or the Administrative Agent, as applicable. The Collateral Agent shall
in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative
Agent. In no event shall the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage
and regardless of the form of action.


 


(i)        In the
event that the Collateral Custodian is not the same entity as the Collateral Agent, the Collateral Agent shall not be liable for
the acts or omissions of the Collateral Custodian under this Agreement and shall not be required to monitor the performance of
the Collateral Custodian.


 


(j)        Without
limiting the generality of any terms of this section, the Collateral Agent shall have no liability for any failure, inability or
unwillingness on the part of the Investment Manager, the Administrative Agent or the Borrower to provide accurate and complete
information on a timely basis to the Collateral Agent, or otherwise on the part of any such party to comply with the terms of this
Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Agent’s
part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received
by it, or other failure on the part of any such other party to comply with the terms hereof.


 


(k)        The Collateral
Agent shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other document;
provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Agent shall examine the same to determine
whether it conforms on its face to the requirements hereof. The Collateral Agent shall not be deemed to have knowledge or notice
of any matter unless actually known to a Responsible Officer of the Collateral Agent. It is expressly acknowledged by the Borrower,
the Investment Manager and the Administrative Agent that application and performance by the Collateral Agent of its various duties
hereunder (including, without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be
based upon, and in reliance upon, data, information and notice provided to it by the Investment Manager, the Administrative Agent,
the Borrower and/or any related bank agent, obligor or similar party with respect to the Collateral Obligation, and the Collateral
Agent shall have no responsibility for the accuracy of any such information or data provided to it by such persons and shall be
entitled to update its records (as it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation
on the part of the Collateral Agent to verify, investigate or audit any such information or data, or to determine or monitor on
an independent basis whether any issuer of the Collateral is in default or in compliance with the underlying documents governing
or securing such securities, from time to time.


 



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(l)        The Collateral
Agent may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or, by or through
agents or attorneys, and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent
or attorney appointed hereunder with due care by it. Neither the Collateral Agent nor any of its affiliates, directors, officers,
shareholders, agents or employees will be liable to the Investment Manager, Borrower or any other Person, except by reason of acts
or omissions by the Collateral Agent constituting bad faith, willful misfeasance, gross negligence or reckless disregard of the
Collateral Agent’s duties hereunder. The Collateral Agent shall in no event have any liability for the actions or omissions
of the Borrower, the Investment Manager, the Administrative Agent or any other Person, and shall have no liability for any inaccuracy
or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data received
by it from the Borrower, the Investment Manager, the Administrative Agent or another Person except to the extent that such inaccuracies
or errors are caused by the Collateral Agent’s own bad faith, willful misfeasance, gross negligence or reckless disregard
of its duties hereunder. The Collateral Agent shall not be liable for failing to perform or delay in performing its specified duties
hereunder which results from or is caused by a failure or delay on the part of the Borrower or the Investment Manager, the Administrative
Agent or another Person in furnishing necessary, timely and accurate information to the Collateral Agent.


 


(m)       The Collateral
Agent shall be under no obligation to exercise or honor any of the rights or powers vested in it by this Agreement at the request
or direction of the Administrative Agent (or any other Person authorized or permitted to direct the Collateral Agent hereunder)
pursuant to this Agreement, unless the Administrative Agent (or such other Person) shall have offered the Collateral Agent security
or indemnity reasonably acceptable to the Collateral Agent against costs, expenses and liabilities (including any legal fees) that
might reasonably be incurred by it in compliance with such request or direction.


 


Section 11.9        Tax Reports.
The Collateral Agent shall not be responsible for the preparation or filing of any reports or returns relating to federal, state
or local income taxes with respect to this Agreement, other than in respect of the Collateral Agent’s compensation or for
reimbursement of expenses.


 


Section 11.10      Merger or Consolidation.
Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or
consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the properties and assets of the
Collateral Agent substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform
every obligation of the Collateral Agent hereunder, shall be the successor to the Collateral Agent under this Agreement without
further act of any of the parties to this Agreement.


 



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Section 11.11      Collateral Agent Compensation.
As compensation for its activities hereunder, the Collateral Agent (in each of its capacities hereunder) shall be entitled to its
fees from the Borrower as set forth in the Collateral Agent and Collateral Custodian Fee Letter and any other accrued and unpaid
expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the
Investment Manager, or both but without duplication, to the Collateral Agent under the Transaction Documents (including, without
limitation, Indemnified Amounts payable under Article XVI) (collectively, the “Collateral Agent Fees and Expenses”).
The Borrower agrees to reimburse the Collateral Agent in accordance with the provisions of Section 8.3 for all reasonable,
out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Agent in accordance with any
provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction
Documents.


 


Section 11.12       Anti-Terrorism Laws.
In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering, the Collateral Agent and the Collateral Custodian
are required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Collateral Agent and the Collateral Custodian. Accordingly, each of the parties agrees to provide to the Collateral Agent
and the Collateral Custodian, upon their request from time to time such identifying information and documentation as may be available
for such party in order to enable the Collateral Agent and the Collateral Custodian to comply with Applicable Laws as set forth
above.


 


Article
XII



GRANT OF SECURITY INTEREST


 


Section
12.1        Borrower’s Grant
of Security Interest. As security for the prompt payment or performance in full when due, whether
at stated maturity, by acceleration or otherwise, of all Obligations (including Advances, Yield, all Fees and other amounts at
any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties,
and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon, all of the Borrower’s
personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests),
in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the
same may be located (collectively, the “Collateral”):


 


(a)        all Collateral
Obligations;


 


(b)        all Related
Security;


 


(c)        the Sale
Agreement, the Investment Management Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively,
the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and
to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of
any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower
for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower
to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel
performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained
herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Investment Manager or replace
the Investment Manager under the Investment Management Agreement;


 



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(d)        all of
the following (the “Account Collateral”):


 


(i)        each Account,
all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing
or evidencing any Account or such funds,


 


(ii)       all investments
from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing
such investments,


 


(iii)      all notes,
certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or
any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition
to any of the then existing Account Collateral, and


 


(iv)      all interest,
dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or
in exchange for any and all of the then existing Account Collateral;


 


(e)        all additional
property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;


 


(f)        all Accounts,
all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all
Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements
and all Uncertificated Securities of the Borrower;


 


(g)        each Hedging
Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder; and


 


(h)        all Proceeds,
accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property
of the types described in subsections (a) through (g) above) and, to the extent not otherwise included, all payments
under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent
or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral.


 



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Section 12.2        Borrower
Remains Liable. Notwithstanding anything in this Agreement, (a) except to the extent
of the Investment Manager’s duties under the Transaction Documents, the Borrower shall remain liable under the
Collateral Obligations, Borrower Assigned Agreements and other agreements included in the Collateral to perform all of its
duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by a
Secured Party or the Collateral Agent of any of its rights under this Agreement shall not release the Borrower or the
Investment Manager from any of their respective duties or obligations under the Collateral Obligations, Borrower Assigned
Agreements or other agreements included in the Collateral, (c) the Secured Parties and the Collateral Agent shall not
have any obligation or liability under the Collateral Obligations, Borrower Assigned Agreements or other agreements
included in the Collateral by reason of this Agreement, and (d) neither the Collateral Agent nor any of the Secured
Parties shall be obligated to perform any of the obligations or duties of the Borrower or the Investment Manager under the
Collateral Obligations, Borrower Assigned Agreements or other agreements included in the Collateral or to take any action to
collect or enforce any claim for payment assigned under this Agreement.


 


Section 12.3        Release of Collateral.
Until the Obligations have been paid in full, the Collateral Agent may not release any Lien covering any Collateral except for
(i) Collateral Obligations sold pursuant to Section 7.10, (ii) any Related Security identified by the Borrower
(or the Investment Manager on behalf of the Borrower) to the Collateral Agent so long as the Facility Termination Date has not
occurred or (iii) Repurchased Collateral Obligations or Substituted Collateral Obligation pursuant to Section 7.11.


 


In connection with the
release of a Lien on any Collateral permitted pursuant to this Section 12.3 and conducted in the ordinary course of
business consistent with industry standards and practices (including the use of escrows), the Collateral Agent, on behalf of the
Secured Parties, will, at the sole expense of the Borrower, execute and deliver to the Borrower any assignments, bills of sale,
termination statements and any other releases and instruments as the Borrower may reasonably request in order to effect the release
and transfer of such Collateral; provided, that the Collateral Agent, on behalf of the Secured Parties, will make no representation
or warranty, express or implied, with respect to any such Collateral in connection with such sale or transfer and assignment.


 


Article
XIII



FACILITY TERMINATION EVENTS


 


Section 13.1        Facility Termination
Events. Each of the following shall constitute a Facility Termination Event under this Agreement:


 


(a)        any default
in the payment when due of (i) any principal of any Advance or (ii) any other amount payable by the Borrower or the Investment
Manager hereunder, including any Yield on any Advance, any Undrawn Fee or any other Fee, in each case, which default shall continue
for two Business Days;


 


(b)        the Borrower
or the Investment Manager shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or
any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements
contained in Section 10.7, Section 10.9, Section 10.11 and Section 10.16 as to each of which no grace
period shall apply, any such failure shall remain unremedied for a period of thirty (30) days after the earlier to occur of (i)
the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the
Investment Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Investment Manager acquires knowledge
thereof;


 



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(c)        any representation
or warranty of the Borrower or the Investment Manager made or deemed to have been made hereunder or in any other Transaction Document
or any other writing or certificate furnished by or on behalf of the Borrower or the Investment Manager to the Administrative Agent
or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report)
shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues
unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on
which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Investment
Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Investment Manager acquires knowledge thereof;
provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the
“eligibility” of any Collateral Obligation if the Borrower complies with its obligations in Section 7.11 with
respect to such Collateral Obligation;


 


(d)        an Insolvency
Event shall have occurred and be continuing with respect to either the Borrower, the Investment Manager or the Equityholder;


 


(e)        the aggregate
principal amount of all Advances outstanding hereunder exceeds the Borrowing Base and such condition continues unremedied for two
consecutive Business Days;


 


(f)        the Internal
Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower
(other than a Permitted Lien), or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of
the assets of the Borrower;


 


(g)        (i) any
Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms),
in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation
of the Borrower; or (ii) the Borrower or the Investment Manager or any other party shall, directly or indirectly, contest
in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security
interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except,
as to priority, for Permitted Liens) against the Borrower;


 


(h)        an Investment
Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition
thereof;


 



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(i)         the Borrower
or the Investment Manager shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal
amount of $250,000 or greater (or in the case of the Investment Manager $1,000,000 or greater), when the same becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under
any agreement or instrument relating to any such Indebtedness of the Borrower or the Investment Manager, as applicable, or any
other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such
agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such
Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment),
redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made,
in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other
than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement
or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be
amortized on an accelerated basis;


 


(j)        a Change
of Control shall have occurred;


 


(k)       either
(i) the Borrower shall become required to register as an “investment company” within the meaning of the 1940 Act or
the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within
the meaning of the 1940 Act or (ii) FS Investment Corporation III ceases to be a “business development company” within
the meaning of the 1940 Act;


 


(l)        failure
on the part of the Borrower or the Investment Manager to (i) make any payment or deposit (including, without limitation, with
respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required
to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnified
Party) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10
or (ii) otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution
of funds received with respect to the Collateral;


 


(m)      (i) failure
of the Borrower to maintain at least one Independent Manager, (ii) the removal of any Independent Manager without cause or
prior written notice to the Administrative Agent (in each case as required by the organization documents of the Borrower) or (iii) an
Independent Manager of the Borrower which is not pre-approved by the Administrative Agent shall be appointed without the consent
of the Administrative Agent; provided that, in the case of each of clauses (i) and (ii), the Borrower shall
have five (5) Business Days to replace any Independent Manager upon the death or incapacitation of the current Independent Manager;


 


(n)        the Borrower
makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction
Document without first obtaining the specific written consent of the Administrative Agent, which consent may be withheld in the
exercise of its sole and absolute discretion;


 



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(o)        any court
shall render a final, non-appealable judgment against the Borrower or the Investment Manager (i) in an amount in excess of $250,000
(or, with respect to the Investment Manager, $1,000,000) which shall not be satisfactorily stayed, discharged, vacated, set aside
or satisfied within 60 days of the making thereof or (ii) for which the Administrative Agent shall not have received evidence satisfactory
to it that an insurance provider for the Borrower or the Investment Manager, as applicable, has agreed to satisfy such judgment
in full subject to any deductibles not exceeding $250,000 (or, with respect to the Investment Manager, $1,000,000); or the attachment
of any material portion of the property of the Borrower or the Investment Manager which has not been released or provided for to
the reasonable satisfaction of the Administrative Agent within 30 days after the making thereof;


 


(p)        the Borrower
shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that Dechert LLP or any other reputable
counsel could no longer render a substantive nonconsolidation opinion with respect to the Borrower;


 


(q)        failure
to pay, on the Facility Termination Date, all outstanding Obligations; or


 


(r)         during
the Revolving Period, the Minimum Equity Condition is not satisfied and such condition continues unremedied for two (2) consecutive
Business Days.


 


Section 13.2        Effect
of Facility Termination Event.


 


(a)        Optional
Termination. Upon notice by the Collateral Agent or the Administrative Agent that a Facility Termination Event (other than
a Facility Termination Event described in Section 13.1(d)) has occurred, the Revolving Period will automatically terminate
and no Advances will thereafter be made, and the Collateral Agent (at the direction of the Administrative Agent) may declare all
or any portion of the outstanding principal amount of the Advances and other Obligations to be due and payable, whereupon the full
unpaid amount of such Advances and other Obligations which shall be so declared due and payable shall be and become immediately
due and payable, without further notice, demand or presentment (all of which are hereby expressly waived by the Borrower) and the
Facility Termination Date shall be deemed to have occurred.


 


(b)        Automatic
Termination. Upon the occurrence of a Facility Termination Event described in Section 13.1(d), the Facility Termination
Date shall be deemed to have occurred automatically, and all outstanding Advances under this Agreement and all other Obligations
under this Agreement shall become immediately and automatically due and payable, all without presentment, demand, protest or notice
of any kind (all of which are hereby expressly waived by the Borrower).


 



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Section 13.3        Rights upon Facility
Termination Event. If a Facility Termination Event shall have occurred and be continuing, the
Administrative Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein
in respect of the Collateral and the Collateral Agent shall promptly, at the written direction of the Administrative Agent, also
do one or more of the following (subject to Section 13.9):


 


(a)        institute
proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether
by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto
moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of
any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable
Law or any Transaction Document;


 


(b)        exercise
any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies
of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and


 


(c)        require
the Borrower and the Investment Manager, at the Investment Manager’s expense, to (1) assemble all or any part of the
Collateral as directed by the Collateral Agent (at the direction of the Administrative Agent) and make the same available to the
Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Administrative Agent) that is reasonably
convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one
or more parcels at a public or private sale, at any of the Collateral Agent’s or the Administrative Agent’s offices
or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law,
at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Collateral Agent (at the direction of the Administrative Agent) may adjourn
any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect
of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred
in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding
Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Administrative
Agent (in its sole discretion).


 


Section 13.4        Collateral Agent May
Enforce Claims Without Possession of Notes. All rights of action and of asserting claims under
the Transaction Documents, may be enforced by the Collateral Agent without the possession of the Notes or the production thereof
in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Collateral Agent shall
be brought in its own name as Collateral Agent and any recovery of judgment, subject to the payment of the reasonable, out-of-pocket
and documented expenses, disbursements and compensation of the Collateral Agent each predecessor Collateral Agent and their respective
agents and attorneys, shall be for the ratable benefit of the holders of the Notes and other Secured Parties.


 


Section 13.5        Collective Proceedings.
In any proceedings brought by the Collateral Agent to enforce the Liens under the Transaction Documents (and also any proceedings
involving the interpretation of any provision of any Transaction Document), the Collateral Agent shall be held to represent all
of the Secured Parties, and it shall not be necessary to make any Secured Party a party to any such proceedings.


 



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Section 13.6        Insolvency Proceedings.
In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an
ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person,
or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors
of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall
have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject
to Section 13.9(a), by intervention in such proceedings or otherwise:


 


(a)        to file
and prove a claim or claims for the whole amount of principal and Yield owing and unpaid in respect of the Notes, all other amounts
owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of
the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities
incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to
have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings;


 


(b)        unless
prohibited by Applicable Law and regulations, to vote (with the consent of the Administrative Agent) on behalf of the holders of
the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;


 


(c)        to collect
and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Secured Parties on their behalf; and


 


(d)        to file
such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral
Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property;


 


and any trustee, receiver,
liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured
Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments
directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses
and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined
to have been caused by its own negligence or willful misconduct.


 



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Section 13.7        Delay or Omission Not
Waiver. No delay or omission of the Collateral Agent or of any other Secured Party to exercise
any right or remedy accruing upon any Facility Termination Event shall impair any such right or remedy or constitute a waiver of
any such Facility Termination Event or an acquiescence therein. Every right and remedy given by this Section 13.7 or by
law to the Collateral Agent or to the other Secured Parties may be exercised from time to time, and as often as may be deemed expedient,
by the Collateral Agent or by the other Secured Parties, as the case may be.


 


Section 13.8        Waiver of Stay or Extension
Laws. The Borrower waives and covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension
law wherever enacted, now or at any time hereafter in force (including filing a voluntary petition under Chapter 11 of the Bankruptcy
Code and by the voluntary commencement of a proceeding or the filing of a petition seeking winding up, liquidation, reorganization
or other relief under any bankruptcy, insolvency, receivership or similar law now or hereafter in effect), which may affect the
covenants, the performance of or any remedies under this Agreement; and the Borrower (to the extent that it may lawfully do so)
hereby expressly waives all benefits or advantages of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Collateral Agent, but will suffer and permit the execution of every such power as
though no such law had been enacted.


 


Section 13.9        Limitation on Duty of Collateral Agent in Respect of Collateral.
(a)        Beyond the safekeeping of the Collateral Obligation Files in
accordance with Article XIX, neither the Collateral Agent nor the Collateral Custodian shall have any duty as to
any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or
as to preservation of rights against prior parties or any other rights pertaining thereto and neither the Collateral Agent
nor the Collateral Custodian shall be responsible for filing any financing or continuation statements or recording any
documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of
any security interest in the Collateral. Neither the Collateral Agent nor the Collateral Custodian shall be liable or
responsible for any misconduct, negligence or loss or diminution in the value of any of the Collateral, by reason of the act
or omission of any carrier, forwarding agency or other agent, attorney or bailee selected by the Collateral Agent or the
Collateral Custodian in good faith and with due care hereunder.


 


(b)        Neither
the Collateral Agent nor the Collateral Custodian shall be responsible for the existence, genuineness or value of any of the Collateral
or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation
of law or by reason of any action or omission to act on its part hereunder, or for insuring the Collateral or for the payment of
taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.


 


(c)        Neither
the Collateral Agent nor the Collateral Custodian shall have any duty to act outside of the United States in respect of any Collateral
located in any jurisdiction other than the United States.


 



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Section 13.10        Power of Attorney. (a)       The Borrower hereby irrevocably appoints the
Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its
expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions
set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or
acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in
connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all
necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other
disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do
hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant
to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the
Administrative Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering
to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any
such request.


 


(b)        No person
to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by
clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action
described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which
is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein,
and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that
acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause
(a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under
the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto.


 


(c)        Notwithstanding
anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after
the occurrence of a Facility Termination Event.


 



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Article
XIV



THE ADMINISTRATIVE AGENT


 


Section 14.1        Appointment.
Each Lender and each Agent hereby irrevocably designates and appoints DBNY as Administrative Agent hereunder and under the other
Transaction Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement
and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental
thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent
of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take
such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers
and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction
Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver,
but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received
by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement,
neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a
“Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be
read into this Agreement or otherwise exist against any Note Agent.


 


Section 14.2        Delegation of Duties.
Each Note Agent may execute any of its duties under this Agreement and the other Transaction Documents by or through its subsidiaries,
affiliates, agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
No Note Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.


 


Section 14.3        Exculpatory Provisions.
No Note Agent (acting in such capacity) nor any of its directors, officers, agents or employees shall be (a) liable for any
action lawfully taken or omitted to be taken by it or them or any Person described in Section 14.2 under or in connection
with this Agreement or the other Transaction Documents (except for its, their or such Person’s own gross negligence or willful
misconduct), or (b) responsible in any manner to any Person for any recitals, statements, representations or warranties of
any Person (other than itself) contained in the Transaction Documents or in any certificate, report, statement or other document
referred to or provided for in, or received under or in connection with, the Transaction Documents or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of the Transaction Documents or any other document furnished in connection
therewith or herewith, or for any failure of any Person (other than itself or its directors, officers, agents or employees) to
perform its obligations under any Transaction Document or for the satisfaction of any condition specified in a Transaction Document.
Except as otherwise expressly provided in this Agreement, no Note Agent shall be under any obligation to any Person to ascertain
or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, the Transaction
Documents, or to inspect the properties, books or records of the Borrower or the Investment Manager.


 



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Section 14.4        Reliance by Note Agents.
Each Note Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including counsel to each of the Lenders), Independent Accountants
and other experts selected by such Note Agent. Each Note Agent shall in all cases be fully justified in failing or refusing to
take any action under this Agreement, any other Transaction Document or any other document furnished in connection herewith or
therewith unless it shall first receive such advice or concurrence of the Lenders, as it deems appropriate, or it shall first be
indemnified to its satisfaction (i) in the case of the Administrative Agent, by the Lenders or (ii) in the case of an Agent, by
the Lenders in its Lender Group, against any and all liability, cost and expense which may be incurred by it by reason of taking
or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith
in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith
in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders. Each Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance
with a request of the Lenders in its Lender Group holding greater than 50% of the outstanding Advances held by such Lender Group,
and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders in such Lender Group.


 


Section 14.5        Notices.
No Note Agent shall be deemed to have knowledge or notice of the occurrence of any breach of this Agreement or the occurrence of
any Facility Termination Event unless it has received notice from the Investment Manager, the Borrower or any Lender, referring
to this Agreement and describing such event. In the event that the Administrative Agent receives such a notice, it shall promptly
give notice thereof to each Agent, and in the event any Agent receives such a notice, it shall promptly give notice thereof to
the Lenders in its Lender Group. The Administrative Agent shall take such action with respect to such event as shall be reasonably
directed in writing by the Required Lenders, and each Agent shall take such action with respect to such event as shall be reasonably
directed by Lenders in its Lender holding greater than 50% of the outstanding Advances held by such Lender Group; provided,
that unless and until such Note Agent shall have received such directions, such Note Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests
of the Lenders or of the Lenders in its Lender Group, as applicable.


 


Section 14.6        Non-Reliance on Note
Agents. The Lenders expressly acknowledge that no Note Agent, nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any Note
Agent hereafter taken, including any review of the affairs of the Borrower or the Investment Manager, shall be deemed to constitute
any representation or warranty by such Note Agent to any Lender. Each Lender represents to each Note Agent that it has, independently
and without reliance upon any Note Agent or any other Lender, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness
of the Borrower, the Investment Manager, and the Collateral Obligations and made its own decision to purchase its interest in the
Notes hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon
any Note Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue
to make its own analysis, appraisals and decisions in taking or not taking action under any of the Transaction Documents, and to
make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition
and creditworthiness of the Borrower, the Investment Manager, and the Collateral Obligations. Except as expressly provided herein,
no Note Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the Collateral
or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, the Investment
Manager or the Lenders which may come into the possession of such Note Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.


 



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In no event shall the Administrative
Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not
limited to, lost profits, even if the Administrative Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its
obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental
action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement.


 


Section 14.7        Indemnification.
The Lenders agree to indemnify the Administrative Agent and its officers, directors, employees, representatives and agents (to
the extent not reimbursed by the Borrower or the Investment Manager under the Transaction Documents, and without limiting the obligation
of such Persons to do so in accordance with the terms of the Transaction Documents), ratably according to the outstanding amounts
of their Advances from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for
the Administrative Agent or the affected Person in connection with any investigative, or judicial proceeding commenced or threatened,
whether or not the Administrative Agent or such affected Person shall be designated a party thereto) that may at any time be imposed
on, incurred by or asserted against the Administrative Agent or such affected Person as a result of, or arising out of, or in any
way related to or by reason of, any of the transactions contemplated hereunder or under the Transaction Documents or any other
document furnished in connection herewith or therewith (but excluding any such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of
the Administrative Agent or such affected Person).


 


Section 14.8        Successor Note Agent.
If the Administrative Agent shall resign as Administrative Agent under this Agreement, then the Required Lenders shall appoint
a successor agent, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and
the term “Administrative Agent” shall mean such successor agent, effective upon its acceptance of such appointment,
and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any
other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. Any Agent
may resign as Agent upon ten days’ notice to the Lenders in its Lender Group and the Administrative Agent (with a copy to
the Borrower) with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the
Agent pursuant to this Section 14.8. If an Agent shall resign as Agent under this Agreement, then Lenders in its Lender
Group holding greater than 50% of the outstanding Advances held by such Lender Group shall appoint a successor agent for such Lender
Group. After any Note Agent’s resignation hereunder, the provisions of this Article XIV shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was a Note Agent under this Agreement. No resignation of any Note
Agent shall become effective until a successor Note Agent shall have assumed the responsibilities and obligations of such Note
Agent hereunder; provided, that in the event a successor Note Agent is not appointed within 60 days after such notice of
its resignation is given as permitted by this Section 14.8, the applicable Note Agent may petition a court for its
removal.


 



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Section 14.9        Note Agents in their
Individual Capacity. Each Note Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower or the Investment Manager as though such Note Agent were not an
agent hereunder. Any Person which is a Note Agent may act as a Note Agent without regard to and without additional duties or liabilities
arising from its role as such administrator or agent or arising from its acting in any such other capacity.


 


Section 14.10      Borrower Procedural
Review. The Administrative Agent shall, at the Borrower’s expense, retain Protiviti, Inc.
(or another nationally recognized audit firm acceptable to the Administrative Agent in its sole discretion) to conduct and complete
a procedural review of the Collateral Obligations in compliance with the standards set forth on Exhibit B hereto, (i) within
120 days after the Effective Date and (ii) once during every six month period at the request of the Administrative Agent thereafter.
The Administrative Agent shall promptly forward the results of such procedural review to the Investment Manager.


 


Article
XV



ASSIGNMENTS


 


Section 15.1        Restrictions on Assignments.
Except as specifically provided herein, the Borrower may not assign any of its rights or obligations hereunder or any interest
herein without the prior written consent of the Administrative Agent and the Required Lenders in their respective sole discretion
and any attempted assignment in violation of this Section 15.1 shall be null and void.


 


Section 15.2        Documentation.
In connection with any permitted assignment, each Lender shall deliver to each assignee an assignment, in such form as such Lender
and the related assignee may agree, duly executed by such Lender assigning any such rights, obligations, Advance or Note to the
assignee; and such Lender shall promptly execute and deliver all further instruments and documents, and take all further action,
that the assignee may reasonably request, in order to perfect, protect or more fully evidence the assignee’s right, title
and interest in and to the items assigned, and to enable the assignee to exercise or enforce any rights hereunder or under the
Notes evidencing such Advance.


 


Section 15.3        Rights of Assignee.
Upon the foreclosure of any assignment of any Advances made for security purposes, or upon any other assignment of any Advance
from any Lender pursuant to this Article XV, the respective assignee receiving such assignment shall have all of the
rights of such Lender hereunder with respect to such Advances and all references to the Lender or Lenders in Sections 4.3
or 5.1 shall be deemed to apply to such assignee.


 



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Section 15.4        Assignment by Lenders.
So long as no Facility Termination Event or Investment Manager Event of Default has occurred and is continuing, no Lender may make
any assignment, and no such assignment shall be permitted, other than any proposed assignment (i) to an Affiliate of such Lender,
(ii) to another Lender hereunder or (iii) if (x) such Lender makes a reasonable determination that its ownership of any of its
rights or obligations hereunder (and under other similar facilities (if any) held by such Lender) is prohibited by the Volcker
Rule and (y) to the extent such Lender is permitted by the applicable documentation, such Lender is making commercially reasonable
efforts to assign its interest in other similar facilities in a manner similar to such proposed assignment, to any Person other
than a Competitor, without the prior written consent of the Borrower (which consent, if such assignment is to a Person other than
a Competitor, shall not to be unreasonably withheld, delayed or conditioned). Each Lender shall endorse the Notes to reflect any
assignments made pursuant to this Article XV or otherwise.


 


Section
15.5        Registration; Registration of Transfer and Exchange. (a)        The
Collateral Agent, acting solely for this purpose agent for the Borrower (and, in such capacity, the “Note
Registrar”), shall maintain a register for the recordation of the name and address of each Lender (including any
assignees), and the principal amounts (and stated interest) owing to such Lender pursuant to the terms hereof from time to
time (the “Note Register”). The entries in the Note Register shall be conclusive absent manifest error,
and the Borrower, the Collateral Agent, the Administrative Agent, each Agent and each Lender shall treat each Person whose
name is recorded in the Note Register pursuant to the terms hereof as a Lender hereunder. The Note Register shall be
available for inspection by any Lender at any reasonable time and from time to time upon reasonable prior notice.


 


(b)        Each Person
who has or who acquired an interest in a Note shall be deemed by such acquisition to have agreed to be bound by the provisions
of this Section 15.5. A Note may be exchanged (in accordance with Section 15.5(c)) and transferred to the
holders (or their agents or nominees) of the Advances and to any assignee (in accordance with Section 15.1) (or its
agent or nominee) of all or a portion of the Advances. The Note Registrar shall not register (or cause to be registered) the transfer
of such Note, unless the proposed transferee shall have delivered to the Note Registrar either (i) an Opinion of Counsel that
the transfer of such Note is exempt from registration or qualification under the Securities Act of 1933, as amended, and all applicable
state securities laws and that the transfer does not constitute a non-exempt “prohibited transaction” under ERISA or
(ii) an express agreement by the proposed transferee to be bound by and to abide by the provisions of this Section 15.5
and the restrictions noted on the face of such Note.


 


(c)        At the
option of the holder thereof, a Note may be exchanged for one or more new Notes of any authorized denominations and of a like class
and aggregate principal amount at an office or agency of the Borrower. Whenever any Note is so surrendered for exchange, the Borrower
shall execute and deliver (through the Note Registrar) the new Note which the holder making the exchange is entitled to receive
at the Note Registrar’s office, located at DB Services Americas Inc., 5022 Gate Parkway, Suite 200, Jacksonville, Florida,
32256, Attention: Transfer Unit.


 



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(d)        Upon surrender
for registration of transfer of any Note at an office or agency of the Borrower, the Borrower shall execute and deliver (through
the Note Registrar), in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations
and of a like class and aggregate principal amount.


 


(e)        All Notes
issued upon any registration of transfer or exchange of any Note in accordance with the provisions of this Agreement shall be the
valid obligations of the Borrower, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Note(s)
surrendered upon such registration of transfer or exchange.


 


(f)        Every Note
presented or surrendered for registration of transfer or for exchange shall (if so required by the Borrower or the Note Registrar)
be fully endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar, duly executed
by the holder thereof or his attorney duly authorized in writing.


 


(g)        No service
charge shall be made for any registration of transfer or exchange of a Note, but the Borrower may require payment from the transferee
holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration
of transfer of exchange of a Note.


 


(h)        The holders
of the Notes shall be bound by the terms and conditions of this Agreement.


 


Section
15.6        Mutilated, Destroyed, Lost and Stolen Notes. (a)        If any mutilated
Note is surrendered to the Note Registrar, the Borrower shall execute and deliver (through the Note Registrar) in exchange
therefor a new Note of like class and tenor and principal amount and bearing a number not contemporaneously outstanding.


 


(b)        If there
shall be delivered to the Borrower and the Note Registrar prior to the payment of the Notes (i) evidence to their satisfaction
of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each
of them and any agent of either of them harmless, then, in the absence of notice to the Borrower or the Note Registrar that such
Note has been acquired by a bona fide Lender, the Borrower shall execute and deliver (through the Note Registrar), in lieu
of any such destroyed, lost or stolen Note, a new Note of like class, tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


(c)        Upon the
issuance of any new Note under this Section 15.6, the Borrower may require the payment from the transferor holder of
a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected
therewith.


 


(d)        Every new
Note issued pursuant to this Section 15.6 and in accordance with the provisions of this Agreement, in lieu of any destroyed,
lost or stolen Note shall constitute an original additional contractual obligation of the Borrower, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally
and proportionately with any and all other Notes duly issued hereunder.


 



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(e)        The provisions
of this Section 15.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of a mutilated, destroyed, lost or stolen Note.


 


Section 15.7        Persons Deemed Owners.
The Borrower, the Investment Manager, the Administrative Agent, the Collateral Agent and any agent for any of the foregoing may
treat the holder of any Note as the owner of such Note for all purposes whatsoever, whether or not such Note may be overdue, and
none of Borrower, the Investment Manager, the Administrative Agent, the Collateral Agent and any such agent shall be affected by
notice to the contrary.


 


Section 15.8        Cancellation.
All Notes surrendered for payment or registration of transfer or exchange shall be promptly canceled. The Borrower shall promptly
cancel and deliver to the Note Registrar any Notes previously authenticated and delivered hereunder which the Borrower may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Borrower. No Notes shall be authenticated
in lieu of or in exchange for any Notes canceled as provided in this Section 15.8, except as expressly permitted by
this Agreement.


 


Section
15.9        Participations; Pledge. (a)        At any time and from time to time, each
Lender may, in accordance with Applicable Law, at any time grant participations in all or a portion of its Note and/or its
interest in the Advances and other payments due to it under this Agreement to any Person (each, a
“Participant”). Each Lender hereby acknowledges and agrees that (A) any such participation will not
alter or affect such Lender’s direct obligations hereunder, and (B) none of the Borrower, the Investment
Manager, the Administrative Agent, any Lender, the Collateral Agent nor the Investment Manager shall have any obligation to
have any communication or relationship with any Participant. The Borrower agrees that each Participant shall be entitled to
the benefits of Section 4.3 and Section 5.1 (subject to the requirements and limitations therein, including the
requirements under Section 4.3(f) (it being understood that the documentation required under Section 4.3(f)
shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to this Article XV; provided that such Participant (A) agrees to be subject to the
provisions of Section 17.16 as if it were an assignee under this Article XV; and (B) shall not be entitled to
receive any greater payment under Section 4.3 or Section 5.1, with respect to any participation, than its
participating Lender would have been entitled to receive, except to the extent that such entitlement to receive a greater
payment results from a change in any Applicable Law that occurs after the Participant acquired the applicable participation.
Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to
cooperate with the Borrower to effectuate the provisions of Section 17.16(b) with respect to any Participant. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 17.1 as though it were a
Lender.


 


(b)        Notwithstanding
anything in Section 15.9(a) to the contrary, each Lender may pledge its interest in the Advances and the Notes to any
Federal Reserve Bank as collateral in accordance with Applicable Law without the prior written consent of any Person.


 



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(c)        Each Lender
that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in
the obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant
or any information relating to a Participant’s interest in any obligations under any Transaction Document) except to the
extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the
United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such
Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


Article
XVI



INDEMNIFICATION


 


Section 16.1        Borrower Indemnity.
Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower agrees to indemnify
the Administrative Agent, the Agents, the Lenders, the Note Registrar, the Collateral Custodian and the Collateral Agent and each
of their Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors,
shareholders, controlling persons, employees and agents of any of the foregoing (each of the foregoing Persons being individually
called an “Indemnified Party”), forthwith on demand, from and against any and all damages (including punitive
damages), losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ and
accountants’ fees and disbursements (all of the foregoing being collectively called “Indemnified Amounts”)
awarded against or incurred by any of them arising out of or relating to any Transaction Document or the transactions contemplated
hereby or thereby or the use of proceeds therefrom by the Borrower, including in respect of the funding of any Advance or any breach
of any representation, warranty or covenant of the Borrower or the Investment Manager in any Transaction Document or in any certificate
or other written material delivered by any of them pursuant to any Transaction Document, excluding, however, Indemnified
Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from
gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) resulting from the performance of
the Collateral Obligations. This Section 16.1 shall not apply to Taxes, but shall be subject to Section 16.4. 


 


Indemnification under this Section 16.1
shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable
fees and expenses of counsel and expenses of litigation.


 


Section 16.2        Reserved.



 



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Section 16.3        Contribution.
If for any reason (other than the exclusions set forth in the first paragraph of Section 16.1) the indemnification
provided above in Section 16.1 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party
harmless, then the Borrower agrees to contribute to the amount paid or payable by such Indemnified Party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified
Party, on the one hand, and the Borrower and its Affiliates, on the other hand, but also the relative fault of such Indemnified
Party, on the one hand, and the Borrower and its Affiliates, on the other hand, as well as any other relevant equitable considerations.


 


Section 16.4        Net After-Tax Basis.
Indemnification under Section 16.1 shall be in an amount necessary to make the Indemnified Party whole after taking
into account any Tax consequences, on a net after-Tax basis (including, for example, taking into account the deductibility of an
applicable underlying damage, cost or expense) to the Indemnified Party of the receipt of the indemnity provided hereunder (or
of the incurrence of such applicable underlying damage, cost or expense), including the effect of such Tax or refund on the amount
of Tax measured by net income or profits that is or was payable by the Indemnified Party.


 


Article
XVII



MISCELLANEOUS


 


Section 17.1        No Waiver; Remedies.
No failure on the part of any Lender, the Administrative Agent, the Collateral Agent, any Indemnified Party or any Affected Person
to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by any of them of any right, power or remedy hereunder preclude any other or further exercise thereof,
or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and not exclusive of any remedies
provided by law. Without limiting the foregoing, each Lender is hereby authorized by the Borrower during the existence of a Facility
Termination Event, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held and other indebtedness at any time owing by it to or for the credit or the account
of the Borrower to the amounts owed by the Borrower under this Agreement, to the Administrative Agent, the Collateral Agent, any
Affected Person, any Indemnified Party or any Lender or their respective successors and assigns. 


 


Section 17.2        Amendments, Waivers.
This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the
provisions of this Section 17.2. The Borrower and the Administrative Agent may, upon written notice to the Investment
Manager, from time to time enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding
any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions
as may be specified in such instrument, any of the requirements of this Agreement; provided, that no such amendment, supplement,
waiver or modification shall (i) reduce the amount of or extend the maturity of any payment with respect to an Advance or
reduce the rate or extend the time of payment of Yield thereon, or reduce or alter the timing of any other amount payable to any
Lender hereunder, in each case without the consent of each Lender affected thereby, (ii) amend, modify or waive any provision
of this Section 17.2 or Section 17.11, or reduce the percentage specified in the definition of Required
Lenders, in each case without the written consent of all Lenders, (iii) amend, modify or waive any provision adversely affecting
the obligations or duties of the Collateral Agent, in each case without the prior written consent of the Collateral Agent, (iv)
amend, modify or waive any provision adversely affecting the obligations or duties of the Administrative Agent, in each case without
the prior written consent of the Administrative Agent, (v) amend, modify or waive any provision adversely affecting the obligations
or duties of the Collateral Custodian, in each case without the prior written consent of the Collateral Custodian or (vi) materially
affects the rights or duties of the Investment Manager unless the Investment Manager has consented thereto. Any waiver of any provision
of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and
shall not be construed to be a waiver of any other provision of this Agreement.


 



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Section 17.3        Notices,
Etc. All notices and other communications provided for hereunder shall, unless otherwise stated
herein, be in writing (including facsimile communication) and shall be personally delivered or sent by certified mail, electronic
mail, postage prepaid, or by facsimile, to the intended party at the address or facsimile number of such party set forth under
its name on Annex A or at such other address or facsimile number as shall be designated by such party in a written notice
to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered, when received,
(b) if sent by certified mail, three Business Days after having been deposited in the mail, postage prepaid, (c) if sent
by overnight courier, one Business Day after having been given to such courier, and (d) if transmitted by facsimile, when
sent, receipt confirmed by telephone or electronic means, except that notices and communications pursuant to Section 2.2,
shall not be effective until received.


 


Section 17.4        Costs and Expenses.
In addition to the rights of indemnification granted under Section 16.1, the Borrower agrees to pay on demand all reasonable
and documented out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Collateral Custodian, the
Agents and the Lenders in connection with the preparation, execution, delivery, syndication and administration of this Agreement,
any liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, in each
case, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, the Investment
Manager and the Administrative Agent or the Collateral Agent and Collateral Custodian Fee Letter, as applicable, and the Borrower
further agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection
with any amendments, waivers or consents executed in connection with this Agreement, including the reasonable fees and out-of-pocket,
documented expenses of counsel for the Administrative Agent, the Collateral Agent, the Collateral Custodian, the Agents and the
Lenders with respect thereto and with respect to advising the Administrative Agent and the Lenders as to its rights and remedies
under this Agreement, and to pay all reasonable, documented and out-of-pocket costs and expenses, if any (including reasonable
counsel fees and expenses), of the Administrative Agent, the Collateral Agent, the Collateral Custodian, the Agents and the Lenders,
in connection with the enforcement against the Investment Manager or the Borrower of this Agreement or any of the other Transaction
Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided, that in the
case of reimbursement of (A) counsel for the Lenders other than the Administrative Agent, such reimbursement shall be limited to
one counsel for all the Administrative Agent, the Agents and Lenders and (B) counsel for the Collateral Agent and Collateral Custodian
shall be limited to one counsel for such Persons. For the avoidance of doubt, the costs and expenses described in this Section
17.4 shall not include Taxes.


 



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Section 17.5        Binding Effect; Survival.
This Agreement shall be binding upon and inure to the benefit of Borrower, the Lenders, the Administrative Agent, the Collateral
Agent, the Collateral Custodian and their respective successors and assigns, and the provisions of Section 4.3, Article V,
and Article XVI shall inure to the benefit of the Affected Persons and the Indemnified Parties, respectively, and their
respective successors and assigns; provided, nothing in the foregoing shall be deemed to authorize any assignment not permitted
by Article XV. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance
with its terms, and shall remain in full force and effect until (subject to the immediately following sentence) such time when
all Obligations have been finally and fully paid in cash and performed. The rights and remedies with respect to any breach of any
representation and warranty made by the Borrower pursuant to Article IX and the indemnification and payment provisions
of Article V. Article XVI and the provisions of Section 17.10, Section 17.11 and
Section 17.12 shall be continuing and shall survive any termination of this Agreement and any termination of the Investment
Manager under the Investment Management Agreement.


 


Section 17.6        Captions and Cross References.
The various captions (including the table of contents) in this Agreement are provided solely for convenience of reference and shall
not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement
to any Section, Schedule or Exhibit are to such Section of or Schedule or Exhibit to this Agreement, as the case may be, and references
in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such
Section, subsection or clause.


 


Section 17.7        Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


Section 17.8        GOVERNING LAW.
THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.


 


Section 17.9        Counterparts.
This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original but
all of which shall constitute together but one and the same agreement.


 


Section 17.10       WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE BORROWER, THE INVESTMENT
MANAGER, THE ADMINISTRATIVE AGENT, THE AGENTS, THE INVESTORS OR ANY OTHER AFFECTED PERSON. EACH PARTY HERETO ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER TRANSACTION DOCUMENT
TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER
TRANSACTION DOCUMENT.


 



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Section 17.11       No Proceedings.



 


(a)        Notwithstanding
any other provision of this Agreement, each of the Collateral Agent, the Collateral Custodian, each Agent, each Lender and the
Administrative Agent hereby agrees that it will not institute against the Borrower, or join any other Person in instituting against
the Borrower, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Insolvency Event)
so long as any Advances or other amounts due from the Borrower hereunder shall be outstanding or there shall not have elapsed one
year plus one day since the last day on which any such Advances or other amounts shall be outstanding. The foregoing shall not
limit such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that
was instituted by any Person other than such Person.


 


(b)        Each of
the parties hereto hereby agrees that it will not institute against, or join any other Person in instituting against any Conduit
Lender, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Insolvency Event) so long
as any commercial paper note issued by such applicable Conduit Lender shall be outstanding or there shall not have elapsed one
year plus one day since the last day on which any such commercial paper notes shall be outstanding.


 


Section 17.12        Limited Recourse.
No recourse under any obligation, covenant or agreement of a Lender contained in this Agreement shall be had against any incorporator,
stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (solely
by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute
or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of each Lender, and
that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member,
manager, employee or agent of any Lender or any of their respective Affiliates (solely by virtue of such capacity) or any of them
under or by reason of any of the obligations, covenants or agreements of a Lender contained in this Agreement, or implied therefrom,
and that any and all personal liability for breaches by a Lender of any of such obligations, covenants or agreements, either at
common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member,
manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.


 



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Notwithstanding anything
to the contrary in this Agreement or in any of the Transaction Documents, the parties hereto acknowledge that the obligations of
any Conduit Lender arising hereunder are limited recourse obligations payable solely from the unsecured assets of such Conduit
Lender (the “Available Funds”) and, following the application of such Available Funds or the proceeds thereof,
any claims of the parties hereto (and the obligations of such Conduit Lender) shall be extinguished. No recourse shall be had for
the payment of any amount owing under this Agreement against any officer, member, director, employee, security holder or incorporator
of any Conduit Lender or its successors or assigns, and no action may be brought against any officer, member, director, employee,
security holder or incorporator of any Conduit Lender personally; provided that the foregoing shall not relieve any such
Persons from any liability they might otherwise have as a result of fraudulent actions taken or omissions made by them. The parties
hereto agree that they will not petition a court, or take any action or commence any proceedings, for the liquidation or the winding-up
of, or the appointment of an examiner to, any Conduit Lender or any other bankruptcy or insolvency proceedings with respect to
such Conduit Lender; provided that nothing in this sentence shall limit the right of any party hereto to file any claim
or otherwise take any action with respect to any proceeding of the type described in this sentence that was instituted against
any Conduit Lender by any Person other than such party. The provisions of this paragraph shall survive the termination of this
Agreement.


 


Each Conduit Lender shall
only be required to pay (a) any fees or liabilities that it may incur under this Agreement only to the extent such Conduit Lender
has Excess Funds on the date of such determination and (b) any expenses, indemnities or other liabilities that it may incur under
this Agreement or any fees, expenses, indemnities or other liabilities under any other Transaction Document only to the extent
such Conduit Lender receives funds designated for such purposes or to the extent it has Excess Funds not required, after giving
effect to all amounts on deposit in its commercial paper account, to pay or provide for the payment of all of its outstanding commercial
paper notes as of the date of such determination. In addition, no amount owing by any Conduit Lender hereunder in excess of the
liabilities that such Conduit Lender is required to pay in accordance with the preceding sentence shall constitute a “claim”
(as defined in Section 101(5) of the Bankruptcy Code) against such Conduit Lender.


 


Section 17.13        ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS EXECUTED AND DELIVERED HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


Section 17.14        Confidentiality. (a)        The Borrower, the Investment Manager, the Collateral Custodian and the Collateral Agent shall hold in confidence, and not
disclose to any Person, the identity of any Lender or the terms of any fees payable in connection with this Agreement except they
may disclose such information (i) to their officers, directors, employees, agents, counsel, accountants, auditors, advisors,
prospective lenders, equity investors or representatives, (ii) with the consent of such Lender, (iii) to the extent
such information has become available to the public other than as a result of a disclosure by or through such Person, or (iv) to
the extent the Borrower, the Investment Manager, the Collateral Custodian or the Collateral Agent or any Affiliate of any of them
should be required by any law or regulation applicable to it (including securities laws) or requested by any Official Body to
disclose such information.


 



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(b)        The Administrative
Agent, the Collateral Agent, the Collateral Custodian, each Agent and each Lender, severally and with respect to itself only, covenants
and agrees that any information about the Borrower or its Affiliates or the Obligors, the Collateral Obligations, the Related Security
or otherwise obtained by the Administrative Agent, the Collateral Agent or such Lender pursuant to this Agreement shall be held
in confidence (it being understood that documents provided to the Administrative Agent hereunder may in all cases be distributed
by the Administrative Agent to the Lenders) except that the Administrative Agent, the Collateral Agent, the Collateral Custodian
or such Lender may disclose such information (i) to its affiliates, officers, directors, employees, agents, counsel, accountants,
auditors, advisors or representatives, (ii) to the extent such information has become available to the public other than as
a result of a disclosure by or through the Administrative Agent, the Collateral Agent, the Collateral Custodian or such Lender,
(iii) to the extent such information was available to the Administrative Agent or such Lender on a non-confidential basis
prior to its disclosure to the Administrative Agent or such Lender hereunder, (iv) with the consent of the Investment Manager,
(v) to the extent permitted by Article XV, or (vi) to the extent the Administrative Agent or such Lender
should be (A) required in connection with any legal or regulatory proceeding or (B) requested by any Official Body to
disclose such information; provided, that in the case of clause (vi) above, the Administrative Agent or
such Lender, as applicable, will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law)
notify the Investment Manager of its intention to make any such disclosure prior to making any such disclosure.


 


Section 17.15        Non-Confidentiality
of Tax Treatment. All parties hereto agree that each of them and each of their employees, representatives,
and other agents may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the
transaction and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to
any of them relating to such tax treatment and tax structure. “Tax treatment” and “tax structure” shall
have the same meaning as such terms have for purposes of Treasury Regulation Section 1.6011-4; provided that with respect
to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction
as well as other information, the provisions of this Section 17.15 shall only apply to such portions of the document
or similar item that relate to the tax treatment or tax structure of the transactions contemplated hereby.


 


Section 17.16        Replacement of Lenders.



 


(a)        If any
Lender requests compensation under Section 5.1, or requires the Borrower to pay any Indemnified Taxes or additional amounts
to any Lender or Official Body for the account of any Lender pursuant to Section 4.3, then such Lender shall (at the request
of the Borrower) use reasonable efforts to designate a different lending office for funding or booking the Obligations or to assign
its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.3 or Section 5.1,
as the case may be, in the future, and (ii) would not subject such Lender to any material unreimbursed cost or expense and
would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.


 



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(b)        At any
time there is more than one Lender, the Borrower shall be permitted, at its sole expense and effort, to replace any Lender, except
(i) the Administrative Agent or (ii) any Lender which is administered by the Administrative Agent or an Affiliate of
the Administrative Agent, that (a) requests reimbursement, payment or compensation for any amounts owing pursuant to Section
4.3 or Section 5.1 or (b) has received a written notice from the Borrower of an impending change in law that would
entitle such Lender to payment of additional amounts pursuant to Section 4.3 or Section 5.1, unless such Lender designates
a different lending office before such change in law becomes effective pursuant to Section 17.16(a) and such alternate lending
office obviates the need for the Borrower to make payments of additional amounts pursuant to Section 4.3 or Section 5.1
or (c) has not consented to any proposed amendment, supplement, modification, consent or waiver, each pursuant to Section 17.2
or (d) defaults in its obligation to make Advances hereunder; provided, that (i) nothing herein shall relieve
a Lender from any liability it might have to the Borrower or to the other Lenders for its failure to make any Advance, (ii) the
replacement financial institution shall purchase, at par, all Advances and other amounts owing to such replaced Lender on or prior
to the date of replacement, (iii) during the Revolving Period, the replacement financial institution, if not already a Lender,
shall be reasonably satisfactory to the Administrative Agent, (iv) the replaced Lender shall be obligated to make such replacement
in accordance with the provisions of Section 15.5, (v) until such time as such replacement shall be consummated,
the Borrower shall pay all additional amounts (if any) for Increased Costs or Indemnified Taxes, as the case may be, (vi) any
such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender
shall have against the replaced Lender, and (vii) if such replacement is being effected as a result of a Lender requesting
compensation pursuant to Section 4.3 or Section 5.1, such replacement, if effected, will result in a reduction in
such compensation or payment thereafter. Notwithstanding anything to the contrary contained herein or in the Fee Letter, in the
event that the Administrative Agent or an Affiliate of the Administrative Agent takes any action described in the foregoing clauses
(a), (b) or (d), the Borrower may elect to prepay all outstanding Advances and terminate the remaining Commitments hereunder. Notwithstanding
anything contained to the contrary in this Agreement, no Lender removed or replaced under the provisions hereof shall have any
right to receive any amounts set forth in Section 2.5(b) in connection with such removal or replacement. A Lender shall
not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


Section 17.17        Consent to Jurisdiction.
Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in
New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby
irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court
or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they
may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.


 



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Section 17.18        Option to Acquire Rating.
Each party hereto hereby acknowledges and agrees that the Administrative Agent (on behalf and at the expense of the Lenders) may,
at any time and in its sole discretion, obtain a public rating for this loan facility. The Borrower and the Investment Manager
hereby agree to use commercially reasonable efforts, at the request of the Administrative Agent, to cooperate with the acquisition
and maintenance of any such rating.


 


Article
XVIII



COLLATERAL CUSTODIAN


 


Section 18.1        Designation of Collateral
Custodian. The role of Collateral Custodian with respect to the Collateral Obligation Files shall
be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 18.1.
Wells Fargo Bank, National Association is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties
and obligations of, Collateral Custodian pursuant to the terms hereof.


 


Section 18.2        Duties
of the Collateral Custodian.


 


(a)        Duties.
The Collateral Custodian shall perform, on behalf of the Secured Parties, the following duties and obligations:


 


(i)        The Collateral
Custodian, as the duly appointed agent of the Secured Parties, for these purposes, acknowledges that the Borrower shall cause the
Investment Manager to deliver, on or prior to the applicable Funding Date (but no more than five (5) Business Days after such Funding
Date, except as set forth in Section 10.22), the Collateral Obligation Files delivered to it for each Collateral Obligation
listed on the Schedule of Collateral Obligations attached to the related Asset Approval Request. The Collateral Custodian acknowledges
that in connection with any Asset Approval Request, additional Collateral Obligation Files (specified on an accompanying Schedule
of Collateral Obligations supplement) may be delivered to the Collateral Custodian from time to time, and that the Collateral Custodian
will credit each Collateral Obligation File to the Collection Account in accordance with the terms hereof. Promptly upon the receipt
of any such delivery of Collateral Obligation Files and without any review, the Collateral Custodian shall send notice of such
receipt to the Investment Manager and the Administrative Agent.


 


(ii)       With respect
to each Collateral Obligation File which has been or will be delivered to the Collateral Custodian, the Collateral Custodian is
acting exclusively as the custodian of the Secured Parties, and has no instructions to hold any Collateral Obligation File for
the benefit of any Person other than the Secured Parties and undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement. In so taking and retaining custody of the Collateral Obligation Files, the Collateral Custodian shall
be deemed to be acting for the purpose of perfecting the Collateral Agent’s security interest therein under the UCC. Except
upon compliance with the provisions of Section 18.5, no Collateral Obligation File or other document constituting a
part of a Collateral Obligation File shall be released from the possession of the Collateral Custodian.


 



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(iii)      The Collateral
Custodian shall maintain continuous custody of all items in its possession in secure facilities in accordance with customary standards
for such custody and shall reflect in its records the interest of the Secured Parties therein. Each Collateral Obligation File
which comes into the possession of the Collateral Agent (other than documents delivered electronically) shall be maintained in
fire-resistant vaults or cabinets at the office of the Collateral Custodian. Each Collateral Obligation File shall be marked with
an appropriate identifying label and maintained in such manner so as to permit retrieval and access by the Collateral Custodian
and the Administrative Agent. The Collateral Custodian shall keep the Collateral Obligation Files clearly segregated from any other
documents or instruments in its files.


 


(iv)      With respect
to the documents comprising each Collateral Obligation File, the Collateral Custodian shall (i) act exclusively as Collateral
Custodian for the Secured Parties, (ii) hold all documents constituting such Collateral Obligation File received by it for
the exclusive use and benefit of the Secured Parties and (iii) make disposition thereof only in accordance with the terms
of this Agreement or with written instructions furnished by the Administrative Agent; provided, that in the event of a conflict
between the terms of this Agreement and the written instructions of the Administrative Agent, the Administrative Agent’s
written instructions shall control.


 


(v)       The Collateral
Custodian shall accept only written instructions of an Executive Officer, in the case of the Borrower or the Investment Manager,
or a Responsible Officer, in the case of the Administrative Agent, concerning the use, handling and disposition of the Collateral
Obligation Files.


 


(vi)      In the event
that (i) the Borrower, the Administrative Agent, the Investment Manager, the Collateral Custodian or the Collateral Agent
shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Collateral Obligation
File or a document included within a Collateral Obligation File or (ii) a third party shall institute any court proceeding
by which any Collateral Obligation File or a document included within a Collateral Obligation File shall be required to be delivered
otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or
cause to be delivered to the other parties to this Agreement (to the extent not prohibited by Applicable Law) copies of all court
papers, orders, documents and other materials concerning such proceedings. The Collateral Custodian shall, to the extent permitted
by law, continue to hold and maintain all the Collateral Obligation Files that are the subject of such proceedings pending a final,
nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination
of such court, the Collateral Custodian shall dispose of such Collateral Obligation File or a document included within such Collateral
Obligation File as directed by the Administrative Agent, which shall give a direction consistent with such determination. Expenses
of the Collateral Custodian incurred as a result of such proceedings shall be borne by the Borrower.


 



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(vii)      The Administrative
Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are
incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required
to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected
in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian
shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Parties or otherwise
if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any
Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder
or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event
the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent
(either positive or negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request, then
the Administrative Agent shall be deemed to have declined to consent to the relevant action.


 


(viii)     The Collateral
Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any
Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or
the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including
a Facility Termination Event, unless a Responsible Officer of the Collateral Custodian has knowledge of such matter or written
notice thereof is received by the Collateral Custodian.


 


Section 18.3        Delivery
of Collateral Obligation Files. (a)        In connection with each delivery of a Collateral Obligation File to the Collateral
Custodian, the Borrower shall represent, warrant and agree that the Collateral Obligation Files delivered to the Collateral
Custodian shall include all of the documents listed in the related Document Checklist and all of such documents and the
information contained in the Schedule of Collateral Obligations are complete in all material respects and correct pursuant to
a certification in the form of Exhibit H executed by or on behalf of the Borrower.


 


(b)        Reserved.


 


(c)        With respect
to any documents comprising the Collateral Obligation File that have been delivered or are being delivered to recording offices
for recording and have not been returned to the Borrower or the Investment Manager in time to permit their delivery hereunder at
the time required, in lieu of delivering such original documents, the Borrower or the Investment Manager shall indicate such on
a Schedule of Collateral Obligations supplement and deliver to the Collateral Custodian a true copy thereof. The Borrower or the
Investment Manager shall deliver such original documents to the Collateral Custodian promptly when they are received.


 


Section 18.4        Collateral
Obligation File Certification. (a)        On or prior to each Funding Date, the Borrower shall cause the Investment Manager to
provide a Schedule of Collateral Obligations and related Document Checklist dated as of such Funding Date to the Collateral
Custodian and the Administrative Agent (such information contained on the Schedule of Collateral Obligations shall also be
delivered to the Collateral Custodian and the Administrative Agent simultaneously in Microsoft Excel format) with respect to
the Collateral Obligations to be delivered to the Collateral Agent on such Funding Date.


 



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(b)        In connection
with (and as a part of) each Monthly Report, with respect to the Collateral Obligation Files delivered at least three (3) Business
Days’ prior to the related Reporting Date, the Collateral Custodian shall prepare a report (to be included as a part of each
Monthly Report) in respect of each of the Collateral Obligations, to the effect that, as to each Collateral Obligation listed on
the Schedule of Collateral Obligations attached to the related Advance Request or Reinvestment Request, based on the Collateral
Custodian’s examination of the Collateral Obligation File for each Collateral Obligation and the related Document Checklist,
except for variances from the documents identified in the Document Checklist with respect to the related Collateral Obligation
Files (“Exceptions”), (i) all documents required to be delivered in respect of such Collateral Obligations
pursuant to the Document Checklist have been delivered and are in the possession of the Collateral Custodian as part of the Collateral
Obligation File for such Collateral Obligation (other than those released pursuant to Section 18.5), and (ii) all such
documents have been reviewed by the Collateral Custodian and appear on their face to be regular and to relate to such Collateral
Obligation. The Collateral Custodian shall also maintain records of the total number of Collateral Obligation Files that do not
have the documents provided on the Document Checklist and will include such total in each Monthly Report.


 


(c)        Notwithstanding
any language to the contrary herein, the Collateral Custodian shall make no representations as to, and shall not be responsible
to verify, (i) the validity, legality, ownership, title, perfection, priority, enforceability, due authorization, recordability,
sufficiency for any purpose, or genuineness of any of the documents contained in each Collateral Obligation File or (ii) the
collectability, insurability, effectiveness or suitability of any such Collateral Obligation.


 


Section 18.5        Release
of Collateral Obligation Files. (a)        Upon satisfaction of any of the conditions set forth in Section 12.3, the
Borrower shall cause the Investment Manager to provide an Officer’s Certificate to such effect to the Collateral
Custodian (with a copy to the Collateral Agent) and shall request in writing delivery to it of the Collateral Obligation File
and a copy thereof shall be sent concurrently by the Investment Manager to the Administrative Agent. Upon receipt of such
certification and request, unless it receives notice to the contrary from the Administrative Agent, the Collateral Custodian
shall within three Business Days release the related Collateral Obligation File to the Investment Manager and the Investment
Manager will not be required to return the related Collateral Obligation File to the Collateral Custodian.


 



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(b)        From time
to time and as appropriate for the management or foreclosure of any of the Collateral Obligations, including, for this purpose,
collection under any insurance policy relating to the Collateral Obligations, the Collateral Custodian shall, upon receipt of a
Request for Release and Receipt substantially in the form of Exhibit F-2 from an authorized representative of the Investment
Manager (as listed on Exhibit F-1, as such exhibit may be amended from time to time by the Investment Manager with notice
to the Collateral Custodian and the Administrative Agent), release the related Collateral Obligation File or the documents set
forth in such Request for Release and Receipt to the Investment Manager. In the event an Unmatured Facility Termination Event,
a Facility Termination Event, an Unmatured Investment Manager Event of Default or an Investment Manager Event of Default has occurred
and is continuing, the Borrower shall not permit the Investment Manager to make any such request with respect to any original documents
unless the Administrative Agent shall have consented in writing thereto (which consent may be evidenced by an executed counterpart
to such request). The Borrower shall cause the Investment Manager to return each and every original document previously requested
from the Collateral Obligation File to the Collateral Custodian when the need therefor by the Investment Manager no longer exists
unless (x) the Collateral Obligation File or such document has been delivered to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the
Related Security either judicially or non-judicially, and (y) the Investment Manager has delivered to the Collateral Custodian
a certificate executed by an Executive Officer certifying as to the name and address of the Person to which such Collateral Obligation
File or such document was delivered and the purpose or purposes of such delivery, in which case the Investment Manager shall complete
such return as soon as possible. Upon receipt of a certificate of the Investment Manager substantially in the form of Exhibit
F-3, with a copy to the Administrative Agent, stating that such Collateral Obligation was either (x) liquidated and that all
amounts received or to be received in connection with such liquidation that are required to be deposited have been so deposited,
or (y) sold pursuant to an Optional Sale in accordance with Section 7.10, the Collateral Custodian shall within three (3)
Business Days release the Request for Release and Receipt to the Investment Manager, or, in connection with an Optional Sale, the
requested Collateral Obligation File, and the Investment Manager will not be required to return the related Collateral Obligation
File to the Collateral Custodian.


 


(c)        Notwithstanding
anything to the contrary set forth herein, the Borrower shall not permit the Investment Manager to, without the prior written consent
of the Administrative Agent, request any documents (other than copies thereof) held by the Collateral Custodian if the sum of the
unpaid Principal Balances of all Collateral Obligations for which the Investment Manager is then in possession of the related Collateral
Obligation File or any document comprising such Collateral Obligation File (other than for Collateral Obligations then held by
the Investment Manager which have been sold, repurchased, paid off or liquidated in accordance with this Agreement) (including
the documents to be requested) exceeds 5% of the Adjusted Aggregate Eligible Collateral Obligation Balance. The Investment Manager
may hold, and hereby acknowledges that it shall hold, any documents and all other property included in the Collateral that it may
from time to time receive hereunder as Collateral Custodian for the Secured Parties solely at the will of the Collateral Custodian
and the Secured Parties for the sole purpose of facilitating the management of the Collateral Obligations and such retention and
possession shall be in a custodial capacity only. To the extent the Investment Manager, as agent of the Collateral Custodian and
the Borrower, holds any Collateral, the Borrower shall cause the Investment Manager to do so in accordance with the Investment
Management Standard as such standard applies to investment managers acting as custodial agent. The Borrower shall cause the Investment
Manager to promptly report to the Collateral Custodian and the Administrative Agent the loss by it of all or part of any Collateral
Obligation File previously provided to it by the Collateral Custodian and shall promptly take appropriate action to remedy any
such loss. In such custodial capacity, the Borrower shall cause the Investment Manager to perform the following powers and duties:


 



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(i)        hold the Collateral
Obligation Files and any document comprising a Collateral Obligation File that it may from time to time receive hereunder from
the Collateral Custodian for the benefit of the Collateral Custodian, on behalf of the Secured Parties, maintain accurate records
pertaining to each Collateral Obligation to enable it to comply with the terms and conditions of this Agreement, and maintain a
current inventory thereof;


 


(ii)       implement policies
and procedures consistent with the Investment Management Standard and requirements of this Agreement so that the integrity and
physical possession of such Collateral Obligation Files will be maintained; and


 


(iii)      take all other
actions, in accordance with the Investment Management Standard, in connection with maintaining custody of such Collateral Obligation
Files on behalf of the Collateral Agent.


 


Acting as custodian of the Collateral Obligation
Files pursuant to this Section 18.5, the Borrower shall cause the Investment Manager to agree that it does not and
will not have or assert any beneficial ownership interest in the Collateral Obligations or the Collateral Obligation Files.


 


Section 18.6        Examination of Collateral
Obligation Files. Upon reasonable prior notice to the Collateral Custodian, the Borrower, the
Investment Manager and their agents, accountants, attorneys and auditors will be permitted during normal business hours to examine
and make copies of the Collateral Obligation Files, documents, records and other papers in the possession of or under the control
of the Collateral Custodian relating to any or all of the Collateral Obligations. Prior to the occurrence of an Unmatured Facility
Termination Event, a Facility Termination Event, an Unmatured Investment Manager Event of Default or an Investment Manager Event
of Default, upon the request of the Administrative Agent and at the cost and expense of the Borrower, the Collateral Custodian
shall promptly provide the Administrative Agent with the Collateral Obligation Files or copies, as designated by the Administrative
Agent, subject to any applicable cap on costs and expenses, the Collateral Custodian shall promptly provide the Administrative
Agent with the Collateral Obligation Files or copies, as designated by the Administrative Agent; provided, the Collateral
Custodian shall not be required to provide such copies if it does not receive adequate assurance of payment.


 


Section 18.7        Lost Note Affidavit.
In the event that the Collateral Custodian fails to produce any original promissory note delivered to it related to a Collateral
Obligation that was in its possession pursuant to Section 10.22 within five (5) Business Days after required or requested
by the Administrative Agent and provided that (a) the Collateral Custodian previously certified in writing to the Administrative
Agent that it had received such original promissory note and (b) such original promissory note is not outstanding pursuant
to a Request for Release and Receipt, then the Collateral Custodian shall with respect to any missing original promissory note,
promptly deliver to the Administrative Agent upon request a lost note affidavit. 


 


Section 18.8        Transmission of Collateral
Obligation Files. Written instructions as to the method of shipment and shipper(s) the Collateral
Custodian is directed to utilize in connection with the transmission of Collateral Obligation Files in the performance of the Collateral
Custodian’s duties hereunder shall be delivered by the Borrower or the Investment Manager to the Collateral Custodian prior
to any shipment of any Collateral Obligation Files hereunder. In the event the Collateral Custodian does not receive such written
instruction from the Borrower or the Investment Manager, the Collateral Custodian shall be authorized and indemnified as provided
herein to utilize a nationally recognized courier service. The Borrower shall cause the Investment Manager to arrange for the provision
of such services at its sole cost and expense (or, at the Collateral Custodian’s option, reimburse the Collateral Custodian
for all costs and expenses incurred by the Collateral Custodian consistent with such instructions) and shall maintain such insurance
against loss or damage to the Collateral Obligation Files as the Investment Manager deems appropriate.


 



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Section 18.9        Merger or Consolidation.
Any Person (i) into which the Collateral Custodian may be merged or consolidated, (ii) that may result from any merger
or consolidation to which the Collateral Custodian shall be a party, or (iii) that may succeed to the properties and assets
of the Collateral Custodian substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption
to perform every obligation of the Collateral Custodian hereunder, shall be the successor to the Collateral Custodian under this
Agreement without further act of any of the parties to this Agreement.


 


Section 18.10      Collateral Custodian
Compensation. As compensation for its Collateral Custodian activities hereunder and in its capacity
as Securities Intermediary under the Account Control Agreement, the Collateral Custodian shall be entitled to its fees and expenses
from the Borrower as set forth in the Collateral Agent and Collateral Custodian Fee Letter and any other accrued and unpaid fees,
expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the
Investment Manager, or both but without duplication, to the Collateral Custodian (including Indemnified Amounts under Article
XVI) under the Transaction Documents (which includes amounts payable to the Securities Intermediary under the Account Control
Agreement) (collectively, the “Collateral Custodian Fees and Expenses”). The Borrower agrees to reimburse the
Collateral Custodian in accordance with the provisions of Section 8.3 for all reasonable expenses, disbursements and
advances incurred or made by the Collateral Custodian in accordance with any provision of this Agreement or the other Transaction
Documents or in the enforcement of any provision hereof or in the other Transaction Documents.


 


Section 18.11       Removal
or Resignation of Collateral Custodian. (a)        The Collateral Custodian may at any time resign and terminate its obligations
under this Agreement upon at least 60 days’ prior written notice to the Investment Manager, the Borrower and the
Administrative Agent; provided, that no resignation or removal of the Collateral Custodian will be permitted unless a
successor Collateral Custodian has been appointed which successor Collateral Custodian, so long as no Unmatured Investment
Manager Event of Default, Investment Manager Event of Default, Unmatured Facility Termination Event or Facility Termination
Event has occurred and is continuing, is reasonably acceptable to the Investment Manager. Promptly after receipt of notice of
the Collateral Custodian’s resignation, the Administrative Agent shall promptly appoint a successor Collateral
Custodian by written instrument, in duplicate, copies of which instrument shall be delivered to the Borrower, the Investment
Manager, the resigning Collateral Custodian and to the successor Collateral Custodian.


 



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(b)        The Administrative
Agent upon at least 60 days’ prior written notice to the Collateral Custodian, may remove and discharge the Collateral Custodian
or any successor Collateral Custodian thereafter appointed from the performance of its duties under this Agreement for cause. Promptly
after giving notice of removal of the Collateral Custodian, the Administrative Agent shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Collateral Custodian. Any such appointment shall be accomplished by written instrument and
one original counterpart of such instrument of appointment shall be delivered to the Collateral Custodian and the successor Collateral
Custodian, with a copy delivered to the Borrower and the Investment Manager.


 


(c)        In the
event of any such resignation or removal, the Collateral Custodian shall, no later than five (5) Business Days after receipt of
notice of the successor Collateral Custodian, transfer to the successor Collateral Custodian, as directed in writing by the Administrative
Agent, all the Collateral Obligation Files being administered under this Agreement. The cost of the shipment of Collateral Obligation
Files arising out of the resignation of the Collateral Custodian pursuant to Section 18.11(a), or the termination for
cause of the Collateral Custodian pursuant to Section 18.11(b), shall be at the expense of the Collateral Custodian.
Any cost of shipment arising out of the removal or discharge of the Collateral Custodian without cause pursuant to Section 18.11(b)
shall be at the expense of the Borrower.


 


Section 18.12        Limitations
on Liability. (a)        The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any
certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it
reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely
conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of
the Administrative Agent or (b) the verbal instructions of the Administrative Agent.


 


(b)        The Collateral
Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.


 


(c)        The Collateral
Custodian 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 or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance
of its duties in taking and retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian
hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described
in clauses (a) and (b) of Section 18.7 shall constitute negligence.


 


(d)        The Collateral
Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement)
as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the
Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly
set forth in this Agreement) of any of the Collateral. The Collateral Custodian shall not be obligated to take any action hereunder
that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory
to it.


 



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(e)        The Collateral
Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this
Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian.


 


(f)        The Collateral
Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the
Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances
beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot,
embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing
of services by the Collateral Custodian as contemplated by this Agreement.


 


(g)        It is expressly
agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations
of the other parties hereto or any parties to the Collateral.


 


(h)        In case
any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of a Facility
Termination Event or the Facility Termination Date, request instructions from the Investment Manager and may, after the occurrence
of a Facility Termination Event or the Facility Termination Date, request instructions from the Administrative Agent, and shall
be entitled at all times to refrain from taking any action unless it has received instructions from the Investment Manager or the
Administrative Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or cost for any action
taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Collateral Custodian
be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(i)        Each of
the protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8
shall be afforded to the Collateral Custodian.


 


Section 18.13        Collateral Custodian
as Agent of Collateral Agent. The Collateral Custodian agrees that, with respect to any Collateral
Obligation File at any time or times in its possession or held in its name, the Collateral Custodian shall be the agent and custodian
of the Collateral Agent, for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected)
the Collateral Agent’s security interest in the Collateral and for the purpose of ensuring that such security interest is
entitled to first priority status under the UCC. For so long as the Collateral Custodian is the same entity as the Collateral Agent,
the Collateral Custodian shall be entitled to the same rights and protections afforded to the Collateral Agent hereunder.


 


[signature pages begin on next page]


 



    	-126-



    	 



    

 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year
first above written.


 


	 	DUNLAP FUNDING LLC, as Borrower
	 	 	 
		By:	/s/ Gerald F. Stahlecker
	 	 	Name: Gerald F. Stahlecker
	 	 	Title:   Executive Vice President



 



    	 



    	 



    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,as
Collateral Agent and as Collateral Custodian
	 	 	 
		By:	/s/ José M. Rodríguez
	 	 	Name: José M. Rodríguez
	 	 	Title:   Vice President



 



    	 



    	 



    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent
	 	 	 
		By:	/s/ Amit Patel
	 	 	Name: Amit Patel
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ Shawn Rose
	 	 	Name: Shawn Rose
	 	 	Title:   Vice President



 



    	 



    	 



    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and as a Committed Lender
	 	 	 
		By:	/s/ Amit Patel
	 	 	Name: Amit Patel
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ Shawn Rose
	 	 	Name: Shawn Rose
	 	 	Title:   Vice President



 



    	 



    	 



    

 


ANNEX A


 


DUNLAP FUNDING LLC

c/o FS Investment Corporation III


2929 Arch Street, Suite 675


Philadelphia, PA 19104

Attention: Gerald F. Stahlecker, Executive Vice President

Telephone: (215) 495-1169

Facsimile: (215) 222-4649


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent and Collateral Custodian


 


Wells Fargo Bank, N.A.


9062 Old Annapolis Rd.


Columbia, Maryland 21045


Attn: CDO Trust Services—Dunlap Funding LLC


Fax: (410) 715 3748


Phone: (410) 884 2000


 


Deutsche Bank AG, New
York Branch,
 as Administrative Agent


 


60 Wall Street


New York, New York 10005


 


Attention: Asset Finance Department

Facsimile No.: 212-797-5160


 


Deutsche
Bank AG, New York Branch,

as an Agent and as a Committed Lender


 


60 Wall Street


New York, New York 10005


 


Attention: Asset Finance Department


Facsimile No.: 212-797-5160


 



    	A-1



    	 



    

 


Annex B


 


	Lender	Commitment
	 	 
	Deutsche Bank AG, New York Branch	$100,000,000


 


B-1