Form 8-K

8-K — Blue Owl Technology Finance Corp.

Accession: 0001193125-26-391950

Filed: 2026-09-15

Period: 2026-09-11

CIK: 0001747777

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — d74167d8k.htm (Primary)

EX-10.1 (d74167dex101.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d74167d8k.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2026

BLUE OWL TECHNOLOGY FINANCE CORP.

(Exact name of registrant as specified in its charter)

Maryland

000-55977

83-1273258

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

399 Park Avenue, New York, NY 10022

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 419-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading

symbol

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

OTF

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 11, 2026 (the “First Amendment Closing Date”), Athena Funding III LLC (“Athena Funding III”), a subsidiary of Blue Owl Technology Finance Corp. (the “Company”), executed the First Amendment to Loan Financing and Servicing Agreement (the “Amendment”), which amends that certain Loan Financing and Servicing Agreement, dated as of May 21, 2026, by and among Athena Funding III, as borrower, the Company, as equityholder and as services provider, the lenders party thereto, State Street Bank and Trust Company, as collateral agent and as collateral custodian, and Deutsche Bank AG, New York Branch, as facility agent. The Amendment (i) increases the maximum principal amount from $150,000,000 to $250,000,000 and (ii) modifies the conditions with respect to the borrowing base test.

The above description of the Amendment contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Amendment filed as an exhibit hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

10.1*

First Amendment to Loan Financing and Servicing Agreement, dated as of September 11, 2026, among Athena Funding III LLC, as Borrower, Blue Owl Technology Finance Corp., as Equityholder and as Services Provider, Deutsche Bank AG, New York Branch, as Facility Agent, and the Lenders party thereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLUE OWL TECHNOLOGY FINANCE CORP.

Date: September 15, 2026

By:

/s/ Jonathan Lamm

Name:

Jonathan Lamm

Title:

Chief Operating Officer and Chief Financial Officer

EX-10.1

Filename: d74167dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of September 11, 2026 (this “Amendment”), among

ATHENA FUNDING III LLC, as borrower (the “Borrower”), BLUE OWL TECHNOLOGY FINANCE CORP., as equityholder (the “Equityholder”) and as services provider (the “Services Provider”), DEUTSCHE BANK

AG, NEW YORK BRANCH (“DBNY”), as facility agent (in such capacity, the “Facility Agent”), and DBNY and FIRST-CITIZENS BANK & TRUST COMPANY, each as an agent (in such capacity, an

“Agent” and collectively, the “Agents”) and each as a committed lender (in such capacity, a “Lender” and collectively, the “Lenders”).

WHEREAS, the Borrower, the Equityholder, the Services Provider, STATE STREET BANK AND TRUST COMPANY, as the collateral agent and as the

collateral custodian, the Facility Agent and each agent and lender party thereto are party to the Loan Financing and Servicing Agreement, dated as of May 21, 2026 (as amended, supplemented, amended and restated and otherwise modified from time

to time, the “Loan Agreement”);

WHEREAS, the Borrower, the Services Provider and the Equityholder hereby request that

the Facility Agent and the Lenders amend the Loan Agreement as set forth herein; and

WHEREAS, the Borrower, the Services Provider, the

Equityholder, the Facility Agent and the Lenders have agreed to amend the Loan Agreement in accordance with Section 17.2 of the Loan Agreement and subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.1. Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the Loan

Agreement.

ARTICLE II

Amendments to the Loan Agreement

SECTION 2.1. As of the date of this Amendment, the Loan Agreement is hereby amended as follows:

(a) to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the

following example: bold and double-underlined text) as set forth on

the pages of the Loan Agreement attached as Appendix A hereto; and

(b) to delete the stricken text (indicated textually in the same manner as

the following example: stricken text) and to add the bold and double-underlined text (indicated textually in

the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Exhibits and Schedules to the Loan Agreement attached as Appendix B hereto.

ARTICLE III

Conditions

to Effectiveness

SECTION 3.1. This Amendment shall become effective as of the date first written above upon the satisfaction of the

following conditions:

(a) the execution and delivery of this Amendment by the parties hereto;

(b) the receipt by the Facility Agent of a copy of the resolutions of the board of managers or directors (or similar items) of

the Borrower and the Services Provider approving this Amendment and the transactions contemplated hereby, certified by its secretary or assistant secretary or other authorized officer;

Borrower, in form and substance acceptable to the Facility Agent in its reasonable discretion covering such matters as the Facility Agent may reasonably request and (ii) a good standing certificate for each of the Borrower and the Services

Provider issued by the applicable Official Body of its jurisdiction of organization; and

(d) (i) all fees due to the

Lenders on or prior to the effective date of this Amendment have been paid in full and (ii) all reasonable and documented fees, disbursements and other charges of counsel, to the extent invoiced at least one (1) Business Day prior to the

date of this Amendment, have been paid in full.

ARTICLE IV

Representations and Warranties

SECTION 4.1. Each of the Borrower and the Services Provider hereby represents and warrants to the Facility Agent, the Agents and the Lenders

that, as of the date first written above, (i) no Facility Termination Event, Unmatured Facility Termination Event, Services Provider Event of Default or Unmatured Services Provider Event of Default has occurred and is continuing and

(ii) the representations and warranties of each of the Borrower and the Services Provider contained in the Loan Agreement and in the other Transaction Documents are true and correct in all material respects on and as of such day (other than any

representation and warranty that is made as of a specific date).

ARTICLE V

Miscellaneous

SECTION

5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY DISPUTE, SUIT, ACTION OR PROCEEDING, WHETHER IN CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY, RELATING TO OR ARISING

OUT OF THIS AMENDMENT OR TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

SECTION 5.2. Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity,

legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 5.3.

Ratification. Any actual currency exchanges that have occurred prior to this Amendment are ratified. Except as expressly amended hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions

thereof shall remain in full force and effect. The Borrower hereby acknowledges and agrees that the liens and security interests under the Loan Agreement are valid, subsisting, and first priority, remaining unchanged and continuing in full force and

effect. This Amendment shall form a part of the Loan Agreement for all purposes and is a Transaction Document. This Amendment may not be amended, restated, or otherwise modified except in accordance with the terms of the Loan Agreement. This

Amendment is not intended to and shall not constitute a novation of the Loan Agreement or any other Transaction Document, nor shall it constitute a waiver of any right, power or remedy under the Loan Agreement or any other agreement.

SECTION 5.4. Counterparts; Electronic Execution. The parties hereto may sign one or more copies of this Amendment in counterparts, all

of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof. The parties agree

that this Amendment may be executed and delivered by electronic signatures and that the electronic signatures appearing on this Amendment are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not

be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their

respective officers thereunto duly authorized as of the day and year first above written.

ATHENA FUNDING III LLC, as Borrower

By:

/s/ Jonathan Lamm

Name: Jonathan Lamm

Title: President

[Signature Page to

Amendment No. 1 to LFSA]

BLUE OWL TECHNOLOGY FINANCE CORP., as Services Provider and as Equityholder

By:

/s/ Jonathan Lamm

Name: Jonathan Lamm

Title: Chief Financial Officer and Chief Operating Officer

[Signature Page to

Amendment No. 1 to LFSA]

DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent

By:

/s/ Amit Patel

Name: Amit Patel

Title: Managing Director

By:

/s/ Ho Min Kwak

Name: Ho Min Kwak

Title: Director

[Signature Page to

Amendment No. 1 to LFSA]

DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and as a Committed Lender

By:

/s/ Amit Patel

Name: Amit Patel

Title: Managing Director

By:

/s/ Ho Min Kwak

Name: Ho Min Kwak

Title: Director

[Signature Page to

Amendment No. 1 to LFSA]

FIRST-CITIZENS BANK & TRUST COMPANY, as an Agent and as a Committed Lender

By:

/s/ Joseph Cerrone

Name: Joseph Cerrone

Title: Managing Director

[Signature Page to

Amendment No. 1 to LFSA]

Appendix A

Loan Agreement Amendments

Appendix B

Exhibits & Schedules Amendments

EXECUTION VERSION

Conformed through Amendment

1, dated September 11, 2026

LOAN FINANCING AND SERVICING AGREEMENT

dated as of May 21, 2026

ATHENA FUNDING III LLC,

Borrower,

BLUE OWL TECHNOLOGY FINANCE CORP.,

as Equityholder,

BLUE OWL

TECHNOLOGY FINANCE CORP.,

as Services Provider,

THE LENDERS FROM TIME TO TIME PARTIES HERETO,

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Facility Agent,

THE OTHER

AGENTS PARTIES HERETO,

and

STATE STREET BANK AND TRUST COMPANY,

as Collateral Agent and as Collateral Custodian

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.1

Defined Terms

Section 1.2

Other Definitional Provisions

ARTICLE II THE FACILITY, ADVANCE PROCEDURES AND NOTES

Section 2.1

Advances

Section 2.2

Funding of Advances

Section 2.3

Notes

Section 2.4

Repayment and Prepayments

Section 2.5

Permanent Reduction of Facility Amount

Section 2.6

Extension of Revolving Period

Section 2.7

Calculation of Discount Factor

Section 2.8

Increase in Facility Amount

Section 2.9

Defaulting Lenders

Section 2.10

Borrowing Base Deficiency Payments

ARTICLE III YIELD, UNDRAWN FEE, ETC.

Section 3.1

Yield and Undrawn Fee

Section 3.2

Yield and Undrawn Fee Distribution Dates

Section 3.3

Yield Calculation

Section 3.4

Computation of Yield, Fees, Etc.

ARTICLE IV PAYMENTS; TAXES

Section 4.1

Making of Payments

Section 4.2

Due Date Extension

-i-

Section 4.3

Taxes

ARTICLE V INCREASED COSTS, ETC.

Section 5.1

Increased Costs, Capital Adequacy

ARTICLE VI EFFECTIVENESS; CONDITIONS TO ADVANCES

Section 6.1

Effectiveness

Section 6.2

Advances and Reinvestments

Section 6.3

Transfer of Collateral Obligations and Permitted Investments

ARTICLE VII ADMINISTRATION AND MANAGEMENT OF COLLATERAL OBLIGATIONS; THE

EQUITYHOLDER

Section 7.1

Retention and Termination of the Services Provider

Section 7.2

Resignation and Removal of the Services Provider; Appointment of Successor Services Provider

Section 7.3

Duties of the Services Provider

Section 7.4

Representations and Warranties of the Services Provider

Section 7.5

Covenants of the Services Provider

Section 7.6

Reserved

Section 7.7

Covenants of the Equityholder

Section 7.8

Collateral Reporting

Section 7.9

Notices

Section 7.10

Procedural Review of Collateral Obligations; Access to Services Provider and Services Provider’s Records

Section 7.11

Optional Sales

Section 7.12

Repurchase or Substitution of Warranty Collateral Obligations

101

Section 7.13

Servicing of REO Assets

102

ARTICLE VIII PLEDGED ACCOUNTS; PAYMENTS

104

Section 8.1

Pledged Accounts

104

-ii-

Section 8.2

Excluded Amounts

106

Section 8.3

Distributions, Reinvestment and Dividends

106

Section 8.4

Fees

110

Section 8.5

Monthly Report

110

ARTICLE IX REPRESENTATIONS AND WARRANTIES OF THE BORROWER

111

Section 9.1

Organization and Good Standing

111

Section 9.2

Due Qualification

112

Section 9.3

Power and Authority

112

Section 9.4

Binding Obligations

112

Section 9.5

Security Interest

112

Section 9.6

No Violation

113

Section 9.7

No Proceedings

113

Section 9.8

No Consents

114

Section 9.9

Solvency

114

Section 9.10

Compliance with Laws

114

Section 9.11

Taxes

114

Section 9.12

Monthly Report

114

Section 9.13

No Liens, Etc.

114

Section 9.14

Information True and Correct

115

Section 9.15

Bulk Sales

115

Section 9.16

Collateral

115

Section 9.17

Selection Procedures

115

Section 9.18

Indebtedness

115

Section 9.19

No Injunctions

116

Section 9.20

No Subsidiaries

116

-iii-

Section 9.21

ERISA Matters

116

Section 9.22

Investment Company Status

116

Section 9.23

Set-Off, Etc.

116

Section 9.24

Collections

116

Section 9.25

Value Given

116

Section 9.26

Use of Proceeds

117

Section 9.27

Separate Existence

117

Section 9.28

Transaction Documents

117

Section 9.29

EEA/UK Financial Institution

117

Section 9.30

Sanctions, Anti-Money Laundering

117

Section 9.31

Anti-Bribery and Corruption

118

Section 9.32

Volcker Rule

118

Section 9.33

AIFMD and UK AIFM Regulation

119

ARTICLE X COVENANTS

119

Section 10.1

Protection of Security Interest of the Secured Parties

119

Section 10.2

Other Liens or Interests

120

Section 10.3

Costs and Expenses

120

Section 10.4

Reporting Requirements

120

Section 10.5

Separate Existence

121

Section 10.6

Hedging Agreements

124

Section 10.7

Tangible Net Worth

126

Section 10.8

Taxes

126

Section 10.9

Merger, Consolidation, Etc.

126

Section 10.10

Deposit of Collections

126

Section 10.11

Indebtedness; Guarantees

126

-iv-

Section 10.12

Limitation on Purchases from Affiliates

126

Section 10.13

Documents

126

Section 10.14

Preservation of Existence

127

Section 10.15

Limitation on Investments

127

Section 10.16

Distributions

127

Section 10.17

Performance of Borrower Assigned Agreements

127

Section 10.18

Material Modifications

128

Section 10.19

Further Assurances; Financing Statements

128

Section 10.20

Obligor Payment Instructions

129

Section 10.21

Delivery of Collateral Obligation Files

129

Section 10.22

Reserved

130

Section 10.23

ERISA

130

Section 10.24

Proceedings

130

Section 10.25

Officer’s Certificate

130

Section 10.26

Policies and Procedures for Sanctions

130

Section 10.27

Compliance with Sanctions

130

Section 10.28

Compliance with Anti-Money Laundering

131

Section 10.29

Ineligible Collateral

131

Section 10.30

AIF/AIFM Covenant

131

ARTICLE XI THE COLLATERAL AGENT

132

Section 11.1

Appointment of Collateral Agent

132

Section 11.2

Monthly Reports

132

Section 11.3

Collateral Administration

132

Section 11.4

Removal or Resignation of Collateral Agent

135

Section 11.5

Representations and Warranties

136

-v-

Section 11.6

No Adverse Interest of Collateral Agent

136

Section 11.7

Reliance of Collateral Agent

137

Section 11.8

Limitation of Liability and Collateral Agent Rights

137

Section 11.9

Tax Reports

139

Section 11.10

Merger or Consolidation

139

Section 11.11

Collateral Agent Compensation

139

Section 11.12

Compliance with Applicable Anti-Bribery and Corruption, Anti-Terrorism and Anti-Money Laundering Regulations

140

ARTICLE XII GRANT OF SECURITY INTEREST

140

Section 12.1

Borrower’s Grant of Security Interest

140

Section 12.2

Borrower Remains Liable

141

Section 12.3

Release of Collateral

142

ARTICLE XIII FACILITY TERMINATION EVENTS

142

Section 13.1

Facility Termination Events

142

Section 13.2

Effect of Facility Termination Event

145

Section 13.3

Rights upon Facility Termination Event

146

Section 13.4

Collateral Agent May Enforce Claims Without Possession of Notes

147

Section 13.5

Collective Proceedings

147

Section 13.6

Insolvency Proceedings

147

Section 13.7

Delay or Omission Not Waiver

148

Section 13.8

Waiver of Stay or Extension Laws

148

Section 13.9

Limitation on Duty of Collateral Agent in Respect of Collateral

149

Section 13.10

Power of Attorney

149

Section 13.11

Purchase Right

150

-vi-

ARTICLE XIV THE FACILITY AGENT

150

Section 14.1

Appointment

150

Section 14.2

Delegation of Duties

150

Section 14.3

Exculpatory Provisions

151

Section 14.4

Reliance by Note Agents

151

Section 14.5

Notices

151

Section 14.6

Non-Reliance on Note Agents

152

Section 14.7

Indemnification

152

Section 14.8

Successor Note Agent

153

Section 14.9

Note Agents in their Individual Capacity

153

Section 14.10

Borrower Procedural Review

153

Section 14.11

Compliance with Applicable Anti-Bribery and Corruption, Anti-Terrorism and Anti-Money Laundering Regulations

154

ARTICLE XV ASSIGNMENTS

154

Section 15.1

Restrictions on Assignments by the Borrower and the Services Provider

154

Section 15.2

Documentation

154

Section 15.3

Rights of Assignee

154

Section 15.4

Assignment by Lenders

154

Section 15.5

Registration; Registration of Transfer and Exchange

155

Section 15.6

Mutilated, Destroyed, Lost and Stolen Notes

156

Section 15.7

Persons Deemed Owners

157

Section 15.8

Cancellation

157

Section 15.9

Participations; Pledge

157

Section 15.10

Reallocation of Advances

158

-vii-

ARTICLE XVI INDEMNIFICATION

158

Section 16.1

Borrower Indemnity

158

Section 16.2

Services Provider Indemnity

159

Section 16.3

Contribution

160

ARTICLE XVII MISCELLANEOUS

160

Section 17.1

No Waiver; Remedies

160

Section 17.2

Amendments, Waivers

160

Section 17.3

Notices, Etc.

162

Section 17.4

Costs and Expenses

163

Section 17.5

Binding Effect; Survival

163

Section 17.6

Captions and Cross References

163

Section 17.7

Severability

164

Section 17.8

GOVERNING LAW

164

Section 17.9

Counterparts; Electronic Execution

164

Section 17.10

WAIVER OF JURY TRIAL

164

Section 17.11

No Proceedings

165

Section 17.12

Limited Recourse

165

Section 17.13

ENTIRE AGREEMENT

166

Section 17.14

Confidentiality

167

Section 17.15

Non-Confidentiality of Tax Treatment

167

Section 17.16

Replacement of Lenders

168

Section 17.17

Consent to Jurisdiction

169

Section 17.18

Option to Acquire Rating

169

Section 17.19

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

169

-viii-

Section 17.20

Acknowledgement Regarding Any Supported QFCs

170

ARTICLE XVIII COLLATERAL CUSTODIAN

171

Section 18.1

Designation of Collateral Custodian

171

Section 18.2

Duties of the Collateral Custodian

171

Section 18.3

Delivery of Collateral Obligation Files

173

Section 18.4

Collateral Obligation File Certification

174

Section 18.5

Release of Collateral Obligation Files

174

Section 18.6

Examination of Collateral Obligation Files

176

Section 18.7

Lost Note Affidavit

176

Section 18.8

Transmission of Collateral Obligation Files

177

Section 18.9

Merger or Consolidation

177

Section 18.10

Collateral Custodian Compensation

177

Section 18.11

Removal or Resignation of Collateral Custodian

177

Section 18.12

Limitations on Liability

178

Section 18.13

Collateral Custodian as Agent of Collateral Agent

180

-ix-

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 Electronic Asset Approval Request

EXHIBIT C-4

Form of Prepayment Notice

EXHIBIT C-5

Form of Electronic Asset Approval Notice

EXHIBIT C-6

Form of FX Reallocation Notice

EXHIBIT D

Form of Monthly Report

EXHIBIT E

Form of Joinder Agreement

EXHIBIT F-1

Authorized Representatives of Services Provider

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

SCHEDULE 4

Approved Valuation Firms

ANNEX A

Notice Information

ANNEX B

Commitments

-x-

LOAN FINANCING AND SERVICING AGREEMENT

THIS LOAN FINANCING AND SERVICING AGREEMENT is made and entered into as of May 21, 2026, among ATHENA FUNDING III LLC, a Delaware limited

liability company (the “Borrower”), the Equityholder (as hereinafter defined), the Services Provider (as hereinafter defined), each Lender (as hereinafter defined) from time to time party hereto, the Agents for each Lender Group

(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”), STATE STREET BANK AND TRUST COMPANY, as

Collateral Agent and as Collateral Custodian (each as hereinafter defined), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Facility

Agent”).

RECITALS

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

Services Provider to perform certain servicing functions related to the Collateral Obligations (as defined herein) on the terms and conditions set forth herein; and

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

certain servicing functions related to the Collateral Obligations 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 Collateral” has the meaning set forth in

Section 12.1(d).

“Account Control Agreement” means the Account Control Agreement, dated as of the

Effective Date, by and among the Borrower, as pledgor, the Collateral Agent on behalf of the Secured Parties, as secured party, and State Street Bank and Trust Company, as Securities Intermediary and depository bank.

“Accrual Period” means, with respect to 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.

“Adjusted Aggregate Eligible Collateral Obligation Balance” means, as of

any date, the Aggregate Eligible Collateral Obligation Amount minus the Excess Concentration Amount on such date.

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

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

“Advance Rate” means, with respect to any Eligible Collateral Obligation on any date of determination, the corresponding

percentage for the type of Eligible Collateral Obligation (such type, other than in the case of a Specified Broadly Syndicated Loan or a Specified First Lien Loan, to be determined by the Facility Agent in its sole discretion as of the related

Cut-Off Date):

(a) that is a First Lien Loan, 75%;

(b) that is a FILO Loan and the attaching Leverage Multiple (x) exceeds 2.0x and is equal to or less than 2.5x, 50%, (y) exceeds 1.5x

and is equal to or less than 2.0x, 55% and (z) is equal to or less than 1.5x, 60%;

(d) that is a Multiple of Recurring Revenue Loan, 60%;

provided that, with respect to (i) any Specified Deferrable Collateral Obligation (Level I), the corresponding Advance Rate shall

be decreased by ten (10) percentage points and (ii) any Specified Deferrable Collateral Obligation (Level II), the corresponding Advance Rate shall be decreased by fifteen (15) percentage points.

“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

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

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

“Affiliate” of any Person means any other Person that directly or indirectly Controls, is Controlled by or is under common

Control with such Person (excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan). For the purposes of this definition, “Control” shall mean the possession, directly or

indirectly (including through affiliated entities), of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms

“Controlling” and “Controlled” shall have meanings correlative thereto.

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“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 date of determination, the sum of:

(a) in the case of each Collateral Obligation (including, for any Deferrable Collateral Obligation, only the current cash pay interest thereon required by its underlying instruments and excluding, for any Delayed Drawdown Loans and any

Revolving Loans, the Unfunded Amounts thereon) that bears interest at a spread over an index rate, (A) the excess (which excess may be expressed as a negative percentage) for each such Collateral Obligation of (x) the sum of (I) the

sum of such spread (inclusive of any relevant credit adjustment spread) for each such Collateral Obligation and such index for each such Collateral Obligation 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 on such date of determination, over (y) the Base Rate in effect for the Accrual Period that includes such date of determination multiplied by (B) the Principal

Balance of each such Collateral Obligation, plus (b) in the case of each Eligible Collateral Obligation (including, for any Deferrable Collateral Obligation, only the current cash pay interest thereon required by its underlying

instruments and excluding, for any Delayed Drawdown Loans and any Revolving Loans, the Unfunded Amounts thereon) that is a Fixed Rate Collateral Obligation, (i) the excess (which excess may be expressed as a negative percentage) for each such

Collateral Obligation of (x) the interest rate for such Collateral Obligation over (y) the Base Rate in effect for the Accrual Period that includes such date of determination multiplied by (ii) the Principal Balance of each

such Collateral Obligation.

“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” means, as of any date of determination, the equivalent in Dollars, as determined by the

Services Provider using the Applicable Conversion Rate, of the sum of the unfunded commitments and all other standby or contingent commitments associated with each Revolving Loan and Delayed Drawdown Loan included in the Collateral as of such date.

The Aggregate Unfunded Amount shall not include any commitments under any Revolving Loan or Delayed Drawdown Loan that have expired, terminated or been reduced to zero, and shall be reduced concurrently (and upon notice thereof to the Facility

Agent) with each documented reduction in commitments of the Borrower under such Revolving Loan or Delayed Drawdown Loan.

“Aggregate Unfunded Equity Amount” means, as of any date of determination, the sum of the Unfunded Exposure Equity Amounts

of each Revolving Loan and Delayed Drawdown Loan included in the Collateral as of such date.

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“Agreement” means this Loan Financing and Servicing Agreement (including

each annex, exhibit and schedule hereto), as it may be amended, restated, supplemented or otherwise modified from time to time.

“AIF” has the meaning given to the term under the AIFMD and/or UK AIFM Regulations as relevant.

“AIFM” has the meaning given to the term under the AIFMD and/or UK AIFM Regulations as relevant.

“AIFMD” means (a) Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on

Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010, as the same may be amended, supplemented, superseded or re-adopted from time to time (whether

with or without qualification) and (b) any applicable law of a member state of the European Union implementing the AIFMD.

“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 highest 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;

(b) 1⁄2 of

one percent above the Federal Funds Rate; and

“Amount Available” means, with respect to any Distribution Date, the sum of (a) the amount of Collections with respect

to the related Accrual Period and any amounts paid into the Collection Account during the related Accrual Period under any Hedging Agreement with respect to the Accrual Period ending on the day preceding such Distribution Date (excluding any

Collections necessary to settle the acquisition of Eligible Collateral Obligations), plus (b) any investment income earned on amounts on deposit in the Collection Account since the immediately prior Distribution Date (or since the

Effective Date in the case of the first Distribution Date), plus (c) any Repurchase Amounts deposited in the Collection Account and any Equityholder capital contributions with respect to the related Accrual Period.

“Anti-Bribery and Corruption Laws” has the meaning set forth in Section 9.31(a).

“Anti-Money Laundering Laws” has the meaning set forth in Section 9.30(b).

“Applicable Banking Law” means, for any Person, all existing and future laws, rules, regulations and executive orders in

effect from time to time applicable to banking institutions, including, without limitation, those relating to anti-bribery and corruption, the funding of terrorist activities and money laundering, including the Anti-Money Laundering Laws, the U.S.

Foreign Corrupt Practices Act, the U.K. Bribery Act, other applicable anti-bribery and corruption legislation, and Section 326 of the USA Patriot Act.

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“Applicable Conversion Rate” means with respect to Euros, GBPs or CADs

(x) for an actual currency exchange, the applicable currency-Dollar spot rate obtained by the Services Provider through customary banking channels, including the Collateral Agent’s own banking

facilities or (y) for all other purposes, the applicable currency-Dollar spot rate that appeared on the Bloomberg screen for such currency (i) if such date is a Determination Date, at the end of such

day or (ii) otherwise, at the end of the immediately preceding Business Day.

“Applicable Exchange Rate” means

with respect to any Collateral Obligation denominated and payable in Euros, GBPs or CADs on any day, the lesser of (a) the applicable currency-Dollar spot rate used by the Borrower (as determined by the Services Provider) to acquire such

currency on the related Cut-Off Date and (b) the Applicable Conversion Rate for such currency.

“Applicable Interest

Rate” means (a) with respect to any Collateral Obligation or any Advance denominated in Euros, the EURIBOR Rate, (b) with respect to any Collateral Obligation or any Advance denominated in CAD, Term CORRA, (c) with respect

to any Collateral Obligation or any Advance denominated in GBP, the sum of (i) Daily Simple SONIA and (ii) the SONIA Adjustment and (d) with respect to any other Collateral Obligation or any other Advance, Term SOFR.

“Applicable Law” means, for any Person, all existing and future laws, rules, regulations (including temporary and final

income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Official Body applicable to such Person and applicable judgments, decrees, injunctions, writs, awards or orders of

any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“Applicable Margin” means (i) during the Revolving Period and prior to the occurrence of any Facility Termination

Event, 2.10% per annum, (ii) on and after the end of the Revolving Period and prior to the occurrence of any Facility Termination Event, the Applicable Margin shall be increased by 0.15% per annum and (iii) after

the occurrence of any Facility Termination Event, the Applicable Margin shall be increased by 2.00% per annum.

“Appraised Value” means, with respect to any Asset Based Loan, the most recently calculated appraised value of the pro

rata portion of the underlying collateral securing such Collateral Obligation as determined by an Approved Valuation Firm.

“Approved Valuation Firm” means, with respect to (i) any Collateral Obligation, any valuation firm either

(a) specified on the related Asset Approval Request or Reinvestment Request and approved by the Facility Agent and the Borrower or (b) otherwise approved in writing by the Facility Agent in its reasonable discretion or (ii) any

calculation of the Discount Factor, each valuation firm listed on Schedule 4 attached hereto, as such schedule may be updated from time to time with the prior consent of the Facility Agent; provided that no valuation firm may be used

as an Approved Valuation Firm for purposes of calculating the Discount Factor if it is utilized by the Services Provider or any of its Affiliates on a regular basis to determine valuations with respect to the Equityholder or any other entity that is

managed by the Equityholder, the Services Provider or any of their respective Affiliates.

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“Asset Approval Notice” means an electronic notice containing the

information from Exhibit C-5 and that provides the approval of the Facility Agent, in its sole discretion, to the acquisition (or incremental pledge) of one or more Collateral Obligations.

“Asset Approval Request” means an electronic notice to the Facility Agent in the form of an email that (a) is in the

form of Exhibit C-3 and (b) requests the approval of the Facility Agent, in its sole discretion, of one or more Collateral Obligations.

“Asset Based Loan” means any Loan which the Services Provider 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.

“Assigned Participation Interest” means a Participation Interest in a loan acquired under any Sale Agreement.

“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.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in

respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to

any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is

described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom

relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

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

“Base Rate” for any Advance means a rate per annum equal to the Applicable Interest 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

Facility 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 Facility Agent that such circumstances no longer exist), or

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(b) any period in the event the Applicable Interest Rate is not reasonably available to any

Lender for such period,

the “Base Rate” shall be a floating rate per annum equal to the Alternate Base Rate in effect on each

day of such period.

“Basel III Regulation” shall mean, with respect to any Affected Person, any rule, regulation or

guideline applicable to such Affected Person and arising directly or indirectly from (a) any of the following documents prepared by the Basel Committee on Banking Supervision of the Bank of International Settlements: (i) Basel III:

International Framework for Liquidity Risk Measurement, Standards and Monitoring (December 2010), (ii) Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems (June 2011), (iii) Basel III: The Liquidity

Coverage Ratio and Liquidity Risk Monitoring Tools (January 2013), or (iv) any document supplementing, clarifying or otherwise relating to any of the foregoing, or (b) any accord, treaty, statute, law, rule, regulation, guideline or

pronouncement (whether or not having the force of law) of any governmental authority implementing, furthering or complementing any of the principles set forth in the foregoing documents of strengthening capital and liquidity, in each case as from

time to time amended, restated, supplemented or otherwise modified. Without limiting the generality of the foregoing, “Basel III Regulation” shall include Part 6 of the European Union regulation 575/2013 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.

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

Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading

Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31

C.F.R. §1010.230.

“Benefit Plan Investor” means (a) any “employee benefit plan” (as defined in

Section 3(3) of Title I of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) any “plan” as defined in Section 4975(e) of the Code that is subject to Section 4975 of the Code,

or (c) any governmental or other plan or arrangement that is not subject to ERISA or to Section 4975 of the Code but is subject to any law or restriction substantially similar to Section 406 of ERISA or Section 4975 of the Code

or (d) any entity whose underlying assets include “plan assets” of the foregoing employee benefit plans or plans (within the meaning of the DOL Regulations or otherwise).

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in

accordance with, 12 U.S.C. 1841(k)) of such party.

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

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“Borrower Assigned Agreements” has the meaning set forth in

Section 12.1(c).

“Borrowing Base” means, as of any date of determination, (i) the product of

(a) the lower of (I) the Weighted Average Advance Rate and (II) the Maximum Portfolio Advance Rate multiplied by (b) the Adjusted Aggregate Eligible Collateral Obligation Balance plus (ii) the equivalent in Dollars

of the amount of Principal Collections on deposit in the Principal Collection Account minus (iii) the Aggregate Unfunded Equity Amount, if any, plus (iv) the equivalent in Dollars of the amount on deposit in the Unfunded

Exposure Account.

“Borrowing Base Deficiency” means, as of any date of determination, an amount equal to the greater

of (i) zero and (ii) the aggregate Advances outstanding on such date minus the Borrowing Base.

“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; provided that, when used in connection with the Applicable Interest Rate, the term “Business Day” shall also exclude any day on which dealings in deposits in the related

Eligible Currency are not carried out in the relevant Eligible Jurisdiction. All references to any “day” or any particular day of any “calendar month” shall mean a calendar day unless otherwise specified.

“CAD” means the lawful money of Canada.

“CAD Advance” means each Advance made in CAD.

“CAD Lender” means the Persons executing this Agreement (or an assignment hereof or a Joinder Agreement in accordance with

Article XV) in the capacity of a “CAD Lender”.

“Capped Fees/Expenses” means, at any time, the

Collateral Agent Fees and Expenses and the Collateral Custodian Fees and Expenses, in an aggregate amount not to exceed $150,000 in any calendar year.

“Cause” means, with respect to an Independent Manager, (i) acts or omissions by such Independent Manager that

constitute willful disregard of such Independent Manager’s duties as set forth in the Borrower’s organizational documents, (ii) that such Independent Manager has engaged in or has been charged with, or has been convicted of, fraud

or other acts constituting a crime under any law applicable to such Independent Manager, (iii) that such Independent Manager is unable to perform his or her duties as Independent Manager due to death, disability or incapacity, or (iv) that

such Independent Manager no longer meets the definition of Independent Manager.

“Change of Control” means the

occurrence and continuation of (a) other than pursuant to an Equityholder Credit Event Cure, the failure of the Equityholder (including for the avoidance of doubt any Successor Equityholder) to be the sole equityholder of the Borrower (free and

clear of any liens), (b) the investment management agreement between the Equityholder and the Services Provider Advisor is terminated (including as a result of any “assignment” (as defined for purposes of Section 15(a)(4) of

the 1940 Act) by the Services Provider Advisor) unless immediately upon such termination, an investment management agreement comes into effect between the

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Equityholder (including for the avoidance of doubt any Successor Equityholder) and the Services Provider Advisor (including for the avoidance of doubt any Successor Services Provider Advisor) or

(c) the Services Provider Advisor (including for the avoidance of doubt any Successor Services Provider Advisor) is no longer the investment advisor to the Equityholder (including for the avoidance of doubt any Successor Equityholder).

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

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

“Collateral Agent” means State Street Bank and Trust Company, solely in its capacity as collateral agent hereunder,

together with its successors and permitted assigns in such capacity.

“Collateral Agent and Collateral Custodian Fee

Letter” means that certain letter agreement dated on or prior to the date hereof among the Collateral Agent, the Collateral Custodian and the Borrower, as the same may be amended, supplemented or otherwise modified by the parties thereto

with the consent of the Facility Agent.

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

Section 11.11.

“Collateral Custodian” means State Street Bank and Trust Company, solely in its capacity as

collateral custodian hereunder, 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 a Participation Interest 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;

provided, that if the Effective LTV of any Asset Based Loan exceeds (as of such date of determination) the limit for the applicable Loan type set forth below, then the Principal Balance component of the “Collateral Obligation

Amount” of such Collateral Obligation will be automatically (and without any action by the Facility Agent) reduced by the amount necessary to cause such Collateral Obligation to comply with the applicable limit set forth below:

Asset Based Loan Type (by collateral source)

Effective LTV Limit

working capital

fixed assets

intellectual property

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

Eligible Collateral Obligation shall be zero.

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“Collateral Obligation File” means, with respect to each Collateral

Obligation as identified on the related Document Checklist, in each case, in English, (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 Services Provider on the related Document Checklist.

“Collateral Obligation Schedule” means the list of Collateral Obligations set forth on Schedule 3, as the same

may be updated by the Borrower (or the Services Provider 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, the Minimum Weighted Average Coupon Test and the Maximum Weighted Average Life Test.

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

“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 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 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 Lender and costs or other borrowings by the Lender (other than under any related support facility)) may be sold by any placement

agent or commercial paper dealer selected by such Lender, as agreed in good faith between each such agent or dealer and such Lender; provided, that if the rate (or rates) as agreed between any such agent or dealer and such 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 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 Lender shall notify the

Facility Agent of its Commercial Paper Rate applicable to any Advance promptly after the determination thereof.

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“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 on Schedule I to

the Joinder Agreement related to such Committed Lender as delivered pursuant to Article XV (as such Commitment may be reduced as set forth in Section 2.5 or increased as set forth in Section 2.8), and (b) on

and after the earlier to occur of (i) the Facility Termination Date and (ii) the end of the Revolving Period, such Committed Lender’s pro rata share of all Advances outstanding.

“Committed Lenders” means, for any Lender Group, the Persons executing this Agreement in the capacity of a “Committed

Lender” for such Lender Group and each financial institution which may from time to time become a Committed Lender hereunder by executing and delivering a Joinder Agreement to the Facility Agent, the Collateral Agent, the Services Provider and

the Borrower as contemplated by 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 or the Services Provider,

(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.

“Connection Income Taxes” means Other Connection Taxes that

are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Constituent

Documents” means, for any Person, its constituent or organizational documents, including: (a) in the case of any limited partnership, joint venture, trust or other form of business entity, the limited partnership agreement, joint

venture agreement, articles of association or other applicable certificate or agreement of registration or formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of

state or other department in the state or jurisdiction of its formation; (b) in the case of any limited liability company, the certificate or articles of formation and operating agreement for such Person; (c) in the case of a corporation

or exempted company, the certificate or articles of incorporation or association and the bylaws for such Person or its memorandum and articles of association; and (d) in the case of any trust, the trust deed, declaration of trust or equivalent

establishing such trust, in each such case as it may be restated, modified, amended or supplemented from time to time.

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“CORRA” means the Canadian Overnight Repo Rate Average administered and

published by the Bank of Canada (or any successor administrator).

“Corporate Trust Office” means the applicable

designated corporate trust office of the Collateral Agent on Annex A, or such other address within the United States as it may designate from time to time by notice to the Facility Agent.

“Cost of Funds Rate” means, for any Accrual Period and any Lender, the lesser of:

(a) such Lender’s Commercial Paper Rate for such day; provided, that if and to the extent that, and only for so long as, a 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 Lender), upon notice from such Lender to the Agent for its

Lender Group and the Facility Agent, such Lender’s portion of such Advance shall bear interest at a rate per annum equal to the Alternate Base Rate; and

(b) the Base Rate.

“Covered Entity” means any of the following:

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

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

“Covered Party” has the meaning set forth in Section 17.20.

“Critical Component” means, in respect of a weapons system referred to in the definition of Prohibited Defense Asset, a

component used specifically in the production of the weapons system or plays a direct role in the lethality of the weapons system.

“Cut-Off Date” means, with respect to each Collateral Obligation, the date such

Collateral Obligation becomes a part of the Collateral.

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“Daily Simple SONIA” means, for any day, SONIA, with the conventions for

this rate (which on any day shall be the daily rate that includes a five Business Day lookback period prior to such day) being established by the Facility Agent in its reasonable discretion in accordance with the conventions for this rate selected

or recommended by the Relevant Governmental Body for determining “Daily Simple SONIA” for business loans or conventions that are otherwise used in the United States syndicated lending market for syndicated loans denominated in GBP;

provided that, if the Facility Agent decides that any such convention is not administratively feasible for the Facility Agent, then the Facility Agent may establish another convention in its reasonable discretion.

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

“Debt-to-Recurring-Revenue Ratio” means, with respect to any Multiple of Recurring Revenue Loan for any period, the meaning

of “Debt-to-Recurring-Revenue Ratio” or any comparable definition in the Underlying Instruments for each Loan, and in any case that “Debt-to-Recurring-Revenue Ratio” or such comparable definition is not defined in such

Underlying Instruments, the ratio of (a) Indebtedness of the related Obligor less Unrestricted Cash, to (b) recurring revenue, as calculated by the Services Provider in accordance with the Servicing Standard using information from

and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Underlying Instruments; provided that, in the event of a lack of any

such information necessary to calculate the Debt-to-Recurring-Revenue Ratio with respect to any Multiple of Recurring Revenue Loan, a Revaluation Event shall occur as set forth in clause (t) of the definition thereof.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.

§§ 252.81, 47.2 or 382.1, as applicable.

“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;

to the payment of principal, interest and/or, solely in the case of a Revolving Loan or a Delayed Drawdown Loan, unutilized/commitment fees (as applicable) 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 “D” or below, or “SD” or (y) a Moody’s probability of default rating (as published by Moody’s) of “C” or, in each case, had such

ratings before they were withdrawn by Standard & Poor’s or Moody’s, as applicable, unless the related Loan is a DIP Loan;

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(e) the Services Provider or the Borrower has actual knowledge (after reasonable inquiry)

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

“D” or below, or “SD” or (ii) a Moody’s probability of default rating (as published by Moody’s) of “C”, 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 Services Provider or the Borrower has received written notice or has actual knowledge (after reasonable inquiry) 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; or

(g) the Services Provider determines, in its sole discretion, in accordance with the Servicing Standard, that all or a material portion of such

Collateral Obligation is not collectible or otherwise places such Collateral Obligation on non-accrual status.

“Defaulting

Lender” means any Lender that (i) has failed to fund any portion of the Advances required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (ii) has otherwise failed to pay

over to the Facility Agent, the Collateral Custodian or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless such amount is the subject of a good faith dispute, (iii) has

notified the Borrower, the Services Provider, the Facility Agent, the Collateral Custodian or any Agent that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it

does not intend to comply or has failed to comply with its funding obligations under this Agreement or generally under other agreements in which it commits or is obligated to extend credit, (iv) has failed, within one Business Day after request

by the Facility Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund Advances under this Agreement or (v) has (or has a parent company that has) become or is insolvent or has become the

subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding

or appointment.

“Deferrable Collateral Obligation” means a Collateral Obligation that by its terms permits the

deferral or capitalization of payment of accrued and unpaid interest; provided that if, as of any date, such Collateral Obligation no longer permits (under the terms of the related Underlying Instruments) the deferral or capitalization of

payment of accrued, unpaid interest, such Collateral Obligation will cease to be a Deferrable Collateral Obligation as of such date and the Borrower shall promptly provide notice thereof to the Facility Agent.

“Delayed Drawdown Loan” means a Collateral Obligation that (a) permits the related Obligor to request one or more

future advances thereunder, (b) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by the Obligor thereunder; provided, that

any such Collateral Obligation will be a Delayed Drawdown Loan only until all commitments by the Borrower to make advances to such Obligor expire, are terminated or are otherwise irrevocably reduced to zero.

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“Determination Date” means the last calendar day of each month, or if

such day is not a Business Day, the next succeeding Business Day.

“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 Facility Agent in its sole discretion in accordance with Section 2.7.

“Distribution Date” means the 26th calendar day of March, June,

September and December of each year or, if such date is not a Business Day, the next succeeding Business Day, commencing in September, 2026.

“Diversity Score” means, as of any day, a single number that indicates collateral concentration in terms of both issuer

concentration and Moody’s Industry Classification group concentration, calculated as set forth in Schedule 1 hereto, as such diversity scores shall be updated by written notice to the Borrower at the option of the Facility 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 Facility Agent or its Affiliates that are Lenders

hereunder.

“Document Checklist” means an electronic or hard copy list delivered by the Borrower (or by the Services

Provider on behalf of the Borrower) to the Collateral Custodian that identifies each of the documents that have been included in or may be requested by any Agent to be included 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.

“DOL Regulations” means regulations promulgated by the U.S. Department of Labor at 29 C.F.R.

§ 2510.3 101, as modified by Section 3(42) of ERISA, and at 29 C.F.R. § 2550.401c-1.

“Dollar(s)” and

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

“Dollar Advance” means each

Advance made in Dollars.

“Dollar Lender” means the Persons executing this Agreement (or an assignment or participation

hereof or a Joinder Agreement in accordance with Article XV) in the capacity of a “Dollar Lender”.

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“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 approved by the Facility

Agent on a Collateral Obligation by Collateral Obligation basis, any other non-cash charges and organization costs deducted in determining earnings from continuing operations for such period, and, to the extent approved by the Facility Agent on a

Collateral Obligation by Collateral Obligation basis, costs and expenses reducing earnings and other extraordinary non-recurring costs and expenses for such period.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country

which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial

institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative

authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Advance Rate” means, as of 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.

“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 Balance of each Eligible

Collateral Obligation plus the amount of Principal Collections on deposit in the Principal Collection Account minus the equivalent in Dollars of the outstanding principal amount of all Advances and (y) $0.

“Effective Loan Level LTV” means, with respect to any Enterprise Value Loan or Multiple-of-Recurring-Revenue Loans as of

the related Cut-Off Date, the result of the calculation, made in good faith by the Services Provider in a manner consistent with its underwriting of such Collateral Obligation, at the time the Borrower acquires such Collateral Obligation (calculated

using the most recent financial information of such Obligor received by the Borrower or the Services Provider prior to the Cut-Off Date).

“Effective LTV” means, with respect to any Asset Based Loan as of any date of determination, the product (expressed as a

percentage) 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.

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“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 Facility Agent, acting in its reasonable discretion, by written notice to the Services Provider. DBNY and State Street Bank and Trust Company are deemed to be acceptable

securities intermediaries to the Facility Agent.

“Eligible Collateral Obligation” means, on any Measurement

Date, each Collateral Obligation that satisfies the following conditions (unless otherwise added (with the consent of the Borrower in its sole discretion) by the Facility Agent or waived by the Facility Agent in its sole discretion in its

acknowledgment to the related Asset Approval

Notice):; provided that, if the Facility Agent has

waived any of the following conditions (and such condition is not currently satisfied) with respect to more than 15% of the sum of the Principal Balances of all the Collateral Obligations owned by the Borrower on any date of determination, then any

waiver of any of the following conditions with respect to any additional asset shall require the consent of the Required Lenders at the time of the original approval:

(a) unless such Collateral Obligation is a Specified First Lien Loan or Specified Broadly Syndicated Loan, the Facility Agent has delivered an

Asset Approval Notice with respect to such Collateral Obligation, which has been acknowledged and agreed by the Borrower;

(b) such

Collateral Obligation is a First Lien Loan, a FILO Loan or a Second Lien Loan;

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 or a participation interest (unless it is a Participation Interest);

(f) such Collateral Obligation is

denominated in an Eligible Currency and is not convertible by the Obligor thereof into any obligation denominated in a currency other than an Eligible Currency;

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

operating company), a construction loan or a project finance loan;

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

lease);

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(i) as of the related Cut-Off Date, 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, 2.50% per

annum or (ii) otherwise, 2.50% per annum over the applicable index;

(j) as of the related Cut-Off Date, if such

Collateral Obligation is a Related Collateral Obligation, the applicable Affiliate of the Borrower, Services Provider or Equityholder has provided evidence satisfactory to the Facility Agent in its sole discretion that at the time of delivery of the

Asset Approval Request with respect to such Collateral Obligation, such Person has sufficient liquidity to meet the funding obligations of the related Revolving Loan or Delayed Drawdown Loan;

(k) as of the related Cut-Off Date, 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, a bond or a Floating Rate Note and the value of such

Collateral Obligation is not primarily derived from an insurance policy;

(m) as of the related Cut-Off Date, such Collateral Obligation

does not have either (x) a public rating by Standard & Poor’s of “D” or below (or such “D” rating was previously withdrawn) or (y) a Moody’s probability of default rating (as published by

Moody’s) of “C” or below (or such “C” rating was previously withdrawn);

(n) as of the related Cut-Off Date,

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 has a term to stated maturity that does not exceed 8.1 years;

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(s) as of the related Cut-Off Date, such Collateral Obligation is not subject to substantial

non-credit related risk, as determined by the Services Provider in accordance with the Servicing Standard, other than non-credit related risks that have previously been disclosed to the Facility Agent during the process of obtaining the approval of

the Facility Agent in the related Asset Approval Request with respect to such Collateral Obligation;

(t) the acquisition of such

Collateral Obligation will not cause the Borrower to be deemed to own 5.0% or more of any class of vested 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 vested voting securities of any Obligor or 25.0% or more of the total equity of any Obligor, in each case as determined by the Services Provider;

(u) the Underlying Instrument for which does not contain confidentiality provisions that restrict the ability of the Facility Agent to exercise

its rights under the Transaction Documents, including, without limitation, its rights to review such debt obligation or Participation Interest, the Underlying Instrument and related documents and credit approval file;

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

(w) 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 Facility Agent, (b) subject to

customary qualifications for instruments similar to such Collateral Obligation, to any assignee of the Facility 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);

(x) the proceeds of such Collateral Obligation will not be used to finance activities of the type engaged in by businesses classified under

NAICS Codes 2361 (Residential Building Construction), 2362 (Nonresidential Building Construction), 2371 (Utility System Construction), or 2372 (Land Subdivision); and

(y) the Related Security for such Collateral Obligation is primarily located in one or more Eligible Jurisdictions;

(z) as of the related Cut-Off Date, such Collateral Obligation is not the subject of an offer, exchange or tender by the related Obligor;

(aa) as of the related Cut-Off Date, if such Collateral Obligation is a Participation Interest (other than an Assigned Participation Interest),

the seller thereof has (x) long-term unsecured ratings of at least “Baa1” by Moody’s and “BBB+” by S&P and (y) short-term unsecured ratings of at least “A-1” by S&P and “P-1” by

Moody’s;

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(bb) as of the related Cut-off Date, unless such Collateral Obligation is a Multiple of

Recurring Revenue Loan, such Collateral Obligation had EBITDA greater than or equal to $10,000,000 for the latest fiscal year;

(cc) if

such Collateral Obligation is an Asset Based Loan, the related Underlying Instruments require delivery of a calculation of each related borrowing base in reasonable detail to each lender not less frequently than monthly;

(dd) to the knowledge of the Services Provider (after reasonable inquiry) the proceeds of such Collateral Obligation will not be used primarily

to finance activities within the marijuana industry or the opioid industry, the sale of lethal firearms or Prohibited Defense Assets, the development of adult entertainment, any form of betting and gambling (other than a Permitted Gaming Industry)

or the making or collection of pay day loans, nor will they be used to provide financing to any other industry which is illegal under Applicable Law at the time of acquisition of such Collateral Obligation;

(ee) such Collateral Obligation was originated or acquired in the ordinary course of the Equityholder’s business not primarily for

personal, family or household use;

(ff) such Collateral Obligation is an “instrument” or a “payment intangible”

(each as defined under Article 9 of the UCC);

(gg) such Collateral Obligation and the relevant Underlying Instruments are in full force

and effect, free and clear of any liens (other than Permitted Liens);

(hh) if such Collateral Obligation is an Assigned Participation

Interest, such Assigned Participation Interest has been elevated to a full assignment within the earlier to occur of (x) sixty (60) days of the related Cut-Off Date (or such later date as the Facility Agent in its sole discretion may agree

in writing with the Borrower) and (y) two (2) Business Days following the occurrence of an Unmatured Facility Termination Event or a Facility Termination Event;

(ii) if such Collateral Obligation is a Multiple of Recurring Revenue Loan, (i) as of the related Cut-Off Date (1) it is a First Lien

Loan, (2) the related Obligor has annualized Revenue of at least $25,000,000 (calculated using the most recent financial information of such Obligor received by the Borrower or the Services Provider prior to the Cut-Off Date), (3) it has a

Debt-to-Recurring-Revenue Ratio of less than (x) if such Collateral Obligation has an EBITDA greater than $10,000,000, 3.50x or (y) otherwise, 3.25x and (4) has an Effective Loan Level LTV of less than 50% and (ii) the EBITDA for

the prior twelve calendar months of the related Obligor is not less than $0; and

(jj) such Collateral Obligation is purchased at a

Purchase Price of at least 80% (expressed as a percentage of par).

For purposes of determining compliance with clause (a) of the definition

of “Eligible Collateral Obligation,” the Borrower shall be deemed to have delivered a properly completed Asset Approval Request and the Facility Agent shall be deemed to have delivered an acknowledgment to each such Asset Approval

Request with respect to each Collateral Obligation included in the Collateral Obligation Schedule set forth on Schedule 3 hereto as of the Effective Date.

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

“Eligible Jurisdiction” means any of (x) the United States or any State thereof, (y) Canada and (z) in each

case as long as it maintains ratings of at least “A3” by Moody’s and “A” by S&P, Australia, Cayman Islands, Germany, Ireland, Luxembourg, New Zealand, Sweden, Switzerland, The Netherlands, the United Kingdom and

each other jurisdiction approved by the Facility Agent in its sole discretion.

“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, (iv) is not insolvent, (v) is required to pay all maintenance, repair, insurance and taxes related to the applicable Collateral Obligation, (vi) is not an

Affiliate of, or controlled by, the Borrower, the Services Provider or the Equityholder, (vii) to the knowledge of the Borrower (after reasonable inquiry), is not a Non-Sustainable Obligor and (viii) to the knowledge of the Borrower (after

reasonable inquiry), is not in a Prohibited Industry; provided that any breach or default of a representation or warranty, or any failure of a representation or warranty to be correct in all material respects, in each case, resulting from a

good faith error with respect to clause (vii) and clause (viii) hereof, shall not constitute an Unmatured Facility Termination Event or a Facility Termination Event so long as, no later than three Business Days from the date

on which written notice of such default, breach or failure shall have been given to the Services Provider or the Services Provider obtains actual knowledge of such default, breach or failure, the Borrower sells the related Collateral Obligation in

accordance with Section 7.11 to the extent permitted thereunder.

“Enterprise Value Loan” means any Loan

that is not an Asset Based Loan or a Multiple of Recurring Revenue Loan; provided that, with respect to any Loan that was a Multiple of Recurring Revenue Loan (for which the covenants set forth in the related Underlying Instrument relate to a

“Debt-to-Recurring-Revenue Ratio” or comparable term) as of the Cut-Off Date but subsequently became an Enterprise Value Loan (for which the covenants set forth in the related Underlying Instrument relate to a “Leverage

Multiple” or comparable term), the Borrower shall provide notice of such transition to the Facility Agent and the Facility Agent may, in its sole discretion, upon written notice to the Borrower, deem such Loan to be an Enterprise Value Loan

hereunder (it being understood that any such Loan shall remain a Multiple of Recurring Revenue Loan pending such approval by the Facility Agent as an Enterprise Value Loan and such approval shall be subject to such terms as the Facility Agent may

require in its sole discretion as a condition of such approval).

“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.

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“Equity Cure Notice” means a notice from the Equityholder to the Facility

Agent which satisfies each of the following conditions:

(a) such notice is delivered to the Facility Agent not later than

two (2) Business Days after the occurrence of an event specified in Section 13.1(e) or Section 13.1(p);

(b) such notice sets forth evidence reasonably satisfactory to the Facility Agent that the Equityholder has received capital

subscriptions from investors during the current calendar month in an aggregate amount sufficient to cure such event, and the proceeds of such capital subscriptions will be contributed by the Equityholder to the Borrower; and

months;

provided that on and after the date on which the Equityholder is no longer raising funds from investors, the Equityholder

shall not be permitted to provide any Equity Cure Notice pursuant to this Agreement.

“Equityholder” means

(i) initially, Blue Owl Technology Finance Corp., a Maryland corporation and (ii) following an Equityholder Credit Event Cure, the Successor Equityholder.

“Equityholder Credit Event” means an event that occurs if no Equityholder Credit Event Cure has occurred within fifteen

(15) Business Days following an Unmatured Equityholder Credit Event.

“Equityholder Credit Event Cure” means an

event that occurs if, within fifteen (15) Business Days following an Unmatured Equityholder Credit Event, the Equityholder transfers the equity ownership of the Borrower to a Successor Equityholder.

“Equity Security” means any asset that is not a First Lien Loan, a FILO Loan, a Multiple of Recurring Revenue Loan, an

Asset Based Loan, a Specified Broadly Syndicated Loan, a Second Lien Loan or Permitted Investment.

“ERISA” means the

U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, including all regulations promulgated thereunder.

“ERISA Affiliate” means any Person that, for purposes of Title IV of ERISA, is a member of the Borrower’s

“controlled group” or is under “common control” with the Borrower, within the meaning of Section 414 of the Code.

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“ERISA Event” means (a) the occurrence with respect to a Plan of a

reportable event, within the meaning of Section 4043 of ERISA, unless the thirty (30)-day notice requirement with respect thereto has been waived by the PBGC; (b) the application for a minimum funding waiver with respect to a Plan;

(c) the provision by the administrator of any Plan of a notice of intent to terminate such a Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of

ERISA); (d) the cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Plan during a

plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions set forth in Section 430(k) of the Code or Section 303(k)(1)(A) and (B) of ERISA to the creation of a lien upon

property or assets or rights to property or assets of the Borrower or any ERISA Affiliate for failure to make a required payment to a Plan are satisfied; (g) the termination of a Plan by the PBGC pursuant to Section 4042 of ERISA, or the

occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan; (h) any failure by any Plan to satisfy the minimum funding

standards of Sections 412 or 430 of the Code or Section 302 of ERISA, whether or not waived; (i) the determination that any Plan is or is expected to be in “at-risk” status, within the meaning of Section 430 of the Code or

Section 303 of ERISA, (j) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of liability with

respect to the withdrawal or partial withdrawal from a Multiemployer Plan or a determination that a Multiemployer Plan is, or is expected to be, “insolvent” (within the meaning of Section 4245 of ERISA), in “endangered”

or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or terminated (within the meaning of Section 4041A or Section 4042 of ERISA); (k) the failure of the Borrower or any

ERISA Affiliate to pay when due (after expiration of any applicable grace period) any installment payment with respect to withdrawal liability under Section 4201 of ERISA; (l) the Borrower or any ERISA Affiliate incurs any liability under

Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA); or (m) the Borrower or any ERISA Affiliate commits any act (or omission) which could give rise to the imposition of fines,

penalties, taxes, or related charges under ERISA or the Code.

“EU Bail-In Legislation Schedule” means the EU Bail-In

Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“EURIBOR Rate” means, with respect to any Accrual Period, the greater of (a) 0.00% and (b) the rate per

annum shown by the Reuters Screen (or any applicable successor page) that displays an average European Money Markets Institute Settlement Rate for deposits in Euros for a period equal to three (3) months as of 11:00 a.m., Brussels time, two

(2) Business Days prior to the first day of such Accrual Period; provided, that in the event no such rate is shown, the EURIBOR Rate shall be the rate per annum based on the rates at which Euro deposits for a period equal to three

(3) months are displayed on page “EURIBOR” of the Reuters Screen (or any applicable successor page) for the purpose of displaying Euro interbank offered rates of major banks as of 11:00 a.m., Brussels time, two (2) Business

Days prior to the first day of such Accrual Period (it being understood that if at least two such rates appear on such page, the rate will be the arithmetic mean of such displayed rates); provided, further, that in the event fewer than

two such rates are displayed, or if no such rate is relevant, the EURIBOR Rate shall be a rate per annum at which deposits in Euros are offered by the principal office of the Facility Agent in Brussels, Belgium to prime banks in the euro

interbank market at 11:00 a.m. (Brussels time) two (2) Business Days before the first day of such Accrual Period for delivery on such first day and for a period equal to three (3) months.

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“Euro”, “Euros”, “euro” and

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

provided, that if any member state or states ceases to have such single currency as its lawful currency (such member state(s) being the “Exiting State(s)”), such term shall mean the single currency adopted and retained as

the lawful currency of the remaining member states and shall not include any successor currency introduced by the Exiting State(s).

“Euro Advance” means each Advance made in Euros.

“Euro Lender” means the Persons executing this Agreement (or an assignment hereof or a Joinder Agreement in accordance with

Article XV) in the capacity of a “Euro Lender”.

“Exceptions” has the meaning set forth in

Section 18.4(b).

“Excess Concentration Amount” means, during the Revolving Period, as of the most recent

Measurement Date (and after giving effect to all Eligible 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 and without duplication, of the sum of

the Principal Balances of all Collateral Obligations that are not First Lien Loans over 20.0% of the Excess Concentration Measure; provided, that no more than 5.0% of the Excess Concentration Measure can consist of Second Lien Loans

(excluding for the purpose of this proviso all First Lien Loans and FILO Loans that are deemed to be Second Lien Loans but including for the purpose of this proviso FILO Loans with an attaching Leverage Multiple equal to or greater than 2.5x);

(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 5.0% of the Excess Concentration Measure; provided, that with respect to any three Obligors that represent Principal Balances of all Collateral Obligations in excess of

all other single Obligors, the sum of the Principal Balances of all Collateral Obligations that are obligations of each of such Obligors may be up to 7.5% of the Excess Concentration Measure;

(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 (x) a Moody’s Industry Classification described in the following proviso, (y) the “Corp-Energy: Oil & Gas”, “Corp-Metals & Mining” and “Corp-Utilities:

Oil & Gas” Moody’s Industry Classifications, which may not have Collateral Obligations with Principal Balances in excess of 10.0% of the Excess Concentration Measure in the aggregate and (z) the “Corp: Retail”

Moody’s Industry Classification, which may not have Collateral Obligations with Principal Balances in excess of 10.0% of the Excess Concentration Measure in the aggregate) over 12.0% of the Excess Concentration Measure; provided, that

(i) the sum of the Principal Balances of all Collateral Obligations with an Obligor in any Moody’s Industry Classification in excess of all other

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Moody’s Industry Classifications may be up to 35.0% of the Excess Concentration Measure, (ii) the sum of the Principal Balances of all Collateral Obligations with an Obligor (other

than an Obligor specified in clause (i)) in any Moody’s Industry Classification in excess of all other Moody’s Industry Classifications may be up to 25.0% of the Excess Concentration Measure, (iii) the sum of the Principal

Balances of all Collateral Obligations with an Obligor (other than an Obligor specified in clauses (i) and (ii)) in any Moody’s Industry Classification in excess of all other Moody’s Industry Classifications may be up

to 20.0% of the Excess Concentration Measure and (iv) the sum of the Principal Balances of all Collateral Obligations with an Obligor (other than an Obligor specified in clauses (i), (ii) and (iii)) in any

Moody’s Industry Classification in excess of all other Moody’s Industry Classifications may be up to 15.0% of the Excess Concentration Measure;

(d) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are Fixed Rate Collateral

Obligations that are not subject to a qualifying Hedging Agreement pursuant to Section 10.6 over 10.0% of the Excess Concentration Measure;

(e) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are Deferrable Collateral

Obligations over 17.5% of the Excess Concentration Measure (excluding, however, any Collateral Obligation that provides for periodic payments of interest thereon in cash no less frequently than semi-annually and the portion of interest required to

be paid in cash under the terms of the related Underlying Instruments results in the outstanding principal amount of such Collateral Obligation (including any previously deferred and capitalized interest) having a minimum required 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, 3.75% per annum or (ii) otherwise, 3.75% per annum over the applicable index

rate); provided that the sum of the Principal Balances of all Collateral Obligations that are Deferrable Collateral Obligations with an effective rate of current interest paid in cash of less than (i) if such Deferrable Collateral

Obligation is a Fixed Rate Collateral Obligation, 2.50% per annum or (ii) otherwise, 2.50% per annum over the applicable index rate, in the aggregate, shall not exceed 5.0% of the Excess Concentration Measure;

(f) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are Revolving Loans or Delayed

Drawdown Loans over 15.0% of the Excess Concentration Measure;

(g) the excess, if any, of the sum of the Principal

Balances of all Collateral Obligations that are DIP Loans over 5.0% of the Excess Concentration Measure;

(h) the excess,

if any, of the sum of the Principal Balances of all Collateral Obligations for which the Obligor is organized in an Eligible Jurisdiction other than the United States over 10.0% of the Excess Concentration Measure (excluding for this purpose

Collateral Obligations of any Obligor that is organized in an Eligible Jurisdiction other than the United States that has its principal place of business or headquarters in the United States or derives at least 66% (or such other amount agreed to by

the Facility Agent in its sole discretion) of its revenue from within the United States);

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(i) the excess, if any, of the sum of the Principal Balances of all

Collateral Obligations denominated in an Eligible Currency other than Dollars over 10.0% of the Excess Concentration Measure;

(j) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are Enterprise Value Loans but

not Multiple of Recurring Revenue Loans with respect to which the EBITDA for the prior twelve calendar months of the related Obligor is less than $15,000,000 but greater than or equal to $10,000,000 over 10.0% of the Excess Concentration Measure;

provided, that no more than 5.0% of the Excess Concentration Measure may consist of Second Lien Loans with respect to which the EBITDA for the prior twelve calendar months of the related Obligor is less than $15,000,000 but greater than or

equal to $10,000,000;

(k) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that have

a remaining term to stated maturity in excess of seven years over 15.0% of the Excess Concentration Measure;

(l) the

excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are Assigned Participation Interests (other than Assigned Participation Interests owned by the Borrower as of the date of the initial Advance hereunder) over

20.0% of the Excess Concentration Measure; provided that no more than 5.0% of the Excess Concentration Measure may consist of Participation Interests and Assigned Participation Interests (including without limitation Assigned Participation

Interests owned by the Borrower as of the date of the initial Advance hereunder) that have not been elevated within forty-five (45) days of the related Cut-Off Date;

(m) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are in the defense industry

(other than a Prohibited Defense Asset) over 7.5% of the Excess Concentration Measure;

(n) the excess, if any, of the sum

of the Principal Balances of all Collateral Obligations that are in a Permitted Gaming Industry over 7.5% of the Excess Concentration Measure; and

(o) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are Multiple of Recurring

Revenue Loans over 7.5% of the Excess Concentration Measure.

The Excess Concentration Amount shall be allocated pro rata to

each Collateral Obligation constituting excess. After the end of the Revolving Period, (i) the Excess Concentration Amount shall be such Excess Concentration Amount determined as of the first Business Day after the Revolving Period, and

(ii) any Principal Collections received with respect to any Collateral Obligation included in such Excess Concentration Amount shall reduce the Excess Concentration Amount by the pro rata portion applied to such Collateral Obligation

pursuant to the preceding sentence until the Excess Concentration Amount is zero.

“Excess Concentration

Measure” means (i) during the applicable Ramp-up Period, the Target Portfolio Amount and (ii) after the applicable Ramp-up Period, the sum of (x) the Principal Balances for all Eligible Collateral Obligations, (y) all

Principal Collections on deposit in the Principal Collection Account and (z) all amounts on deposit in the Unfunded Exposure Account.

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“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 (including any amounts relating to any portion of an asset sold by the Borrower and occurring after the date of such sale) or (vi) payments by the Obligors of indemnification

obligations and reimbursements for actually incurred out-of-pocket expenses, in each case that are not received in lieu of principal, interest or fees owed under the related Underlying Instruments.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or

deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws

of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case

of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Obligations pursuant to a law in effect on the date on which (i) such Lender acquires such

interest in the Obligations (other than pursuant to Section 17.16(b)) 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 Services Provider 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,

Services Provider 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.

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

“Facility Amount” means (a) prior to the end of the Revolving Period, $150,000,000250,000,000, unless this amount

is permanently reduced pursuant to Section 2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and (b) from and after the end of the Revolving Period, the Advances

outstanding.

“Facility Termination Date” means the earliest of (i) the date that is two (2) years after the

last day of the Revolving Period, (ii) the date on which the term of the Equityholder’s existence ends and (iii) the effective date on which the facility hereunder is terminated pursuant to Section 13.2.

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

“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, the greater of (a) 0.0% and (b) a fluctuating rate per annum

equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, 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 Facility Agent from three federal funds

brokers of recognized standing selected by it.

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

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

“FILO Loan” means any Loan that (i) becomes, by its terms, subordinate in right of payment to one or more other

obligations of the related Obligor, in each case issued under the same Underlying Instruments as such Loan, 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 Services Provider determines in good faith that the value of the collateral 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 the same

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collateral; provided that, FILO Loans with an attaching Leverage Multiple of less than 1.25x (unless specified in the loan approval notice by the Facility Agent (in its sole discretion))

will be treated as a First Lien Loan; provided, further, that FILO Loans with an attaching Leverage Multiple greater than 2.5x will be treated as Second Lien Loans.

“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 Services Provider

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; provided, that any Loan that is deemed to be a First Lien Loan as provided in the definition of “FILO Loan” shall

be deemed to be a First Lien Loan for all purposes hereunder; provided, further, that with respect to any First Lien Loans with Leverage Multiples greater than or equal to 4.5x as of the Cut-Off Date, the portion of such Loan with a

Leverage Multiple greater than 4.5x as of the Cut-Off Date (or, with respect to Loans in “high leverage” industries, such higher Leverage Multiple as approved by the Facility Agent in its sole discretion after consultation with the

Services Provider) will be treated as a Second Lien Loan. 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 Currency Advance Amount” means, on any Measurement Date, the sum of (a) the equivalent in Dollars of the

aggregate principal amount of all Advances denominated in Euros outstanding on such date, as determined by the Services Provider using the Applicable Conversion Rate plus (b) the equivalent in Dollars of the aggregate principal amount of

all Advances denominated in GBP outstanding on such date, as determined by the Services Provider using the Applicable Conversion Rate, plus (c) the equivalent in Dollars of the aggregate principal amount of all Advances denominated in

CAD outstanding on such date, as determined by the Services Provider using the Applicable Conversion Rate, in each case after giving effect to all repayments of Advances and the making of new Advances on such date.

“Foreign Currency Sublimit” means, on any Measurement Date and with respect to any Eligible Currency (other than Dollars),

a Dollar amount equal to the product of 25% and the Facility Amount on such date.

“Floating Rate Note” means a

floating rate note issued pursuant to an indenture or equivalent document by a corporation, partnership, limited liability company, trust or other person that is secured by a first or second priority perfected security interest or lien in or on

specified collateral securing the issuer’s obligations under such note.

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“Foreign Lender” means a Lender that is not a U.S. Person.

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

“Fundamental Amendment” means any amendment, modification, waiver or supplement of or to this Agreement that would have a

material adverse effect on any Lender and (a) increase or extend the term of the Commitments (other than an increase in the Commitment of another Lender or the addition of a new Lender) or change the Facility Termination Date, (b) extend

the date fixed for the payment of principal of or interest on any Advance or any fee hereunder, in each case owing to such Lender, (c) reduce the amount of any such payment of principal or interest owing to such Lender, (d) reduce the rate

at which interest is payable to such Lender or any fee is payable hereunder to such Lender, excluding in each case, any such reduction as a result of a full or partial waiver of interest or fees accruing at a default rate imposed during a Facility

Termination Event or a result of a waiver of a Facility Termination Event, (e) release any material portion of the Collateral, except in connection with dispositions permitted hereunder, (f) alter the terms of Section 2.4(a),

Section 8.3, or Section 17.2 or any related definitions or provisions in a manner that would alter the effect of such Sections, (g) modify the definition of the “Required Lenders” or modify in any other

manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (h) modify the definition of the terms “Advance Rate”, “Borrowing Base”,

“Eligible Collateral Obligation”, “Eligible Jurisdiction”, “Excess Concentration Amount”, “Facility Termination Date”, “First Lien Loan”, “Fundamental Amendment”, “Maximum

Portfolio Advance Rate”, or “Minimum Equity Condition”, or any defined term used therein, in each case in a manner which would have the effect of making more credit available to the Borrower, or make such provision less restrictive

on the Borrower in any other material fashion

or, (i) extend the Revolving Period or (j) agree to direct or indirect subordination of any lien on the Collateral securing the Obligations in

connection with this Agreement.

“Funding Date” means

any Advance Date or any Reinvestment Date, as applicable.

“FX Evaluation Date” means (a) each Funding Date,

(b) each Determination Date, (c) the date on which any Event of Default occurs and (d) each other date requested by the Facility Agent in its reasonable discretion.

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

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

any day.

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

“GBP Advance” means each Advance made in GBP.

“GBP Lender” means the Persons executing this Agreement (or an assignment hereof or a Joinder Agreement in accordance with

Article XV) in the capacity of a “GBP Lender”.

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“GBSA” means the German Act on the Ring-fencing of Risks and for the

Recovery and Resolution Planning for Credit Institutions and Financial Groups (Gesetz zur Abschirmung von Risiken und zur Planung der Sanierung und Abwicklung von Kreditinstituten und Finanzgruppen) of 7 August 2013 (commonly referred to

as the German Bank Separation Act) (Trennbankengesetz), as amended.

“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 Facility 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 Facility 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 Facility 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.

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“Hedging Agreement” means the agreement between the Borrower and a Hedge

Counterparty that governs one or more Hedge Transactions entered into by the Borrower and such Hedge Counterparty pursuant to Section 10.6 which agreement shall consist of a “Master Agreement” in a form published by the

International Swaps and Derivatives Association, Inc., together with a “Schedule” thereto, and each “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction or a “Confirmation”

that incorporates the terms of such a “Master Agreement” and “Schedule.”

“Increased Costs”

means collectively, any increased cost, loss or liability owing to the Facility 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 Revolving Loans and Delayed Drawdown Loans.

“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 the Facility Agent, 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);

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(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);

partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(d) a Person that controls

(whether directly, indirectly or otherwise) any of (a), (b) or (c) above.

“Information” has the meaning set

forth in Section 17.14(b).

“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, winding-up, 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; (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 or (c) any analogous procedure or step is taken in any jurisdiction to which such Person is subject.

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

“Interest Collection Account” means the collective reference to the segregated, non-interest bearing securities accounts

(within the meaning of Section 8-501 of the UCC), which are created and maintained on the books and records of the Securities Intermediary identified as interest collection accounts 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 Collections” means, with respect to the Collateral following

the applicable Cut-Off Date, (i) all payments and collections owing to or received by the Borrower in its capacity as lender and attributable to interest on any Collateral Obligation or other Collateral, including scheduled payments of interest

and payments of interest relating to principal prepayments, all guaranty payments attributable to interest and proceeds of any liquidations, sales, dispositions or securitizations attributable to interest on such Collateral Obligation or other

Collateral, (ii) any commitment, ticking, upfront, underwriting, origination or amendment fees received in respect of any Collateral Obligation (including any proceeds received by the Borrower as a result of exercising any Warrant Asset at any

time), (iii) all payments received by the Borrower pursuant to any Hedging Agreement that is an interest rate cap transaction and (iv) the earnings on Interest Collections in the Collection Account that are invested in Permitted

Investments, in each case other than Retained Interests; provided that, any amounts received in respect of any Defaulted Collateral Obligation will constitute Principal Collections (and not Interest Collections) until the aggregate of all

collections in respect of such Defaulted Collateral Obligation since it became a Defaulted Collateral Obligation equals the outstanding principal balance of such Collateral Obligation at the time it became a Defaulted Collateral Obligation.

“Interest Coverage Ratio” means, with respect to any Loan for any period of time, the meaning of “Interest Coverage

Ratio” or any comparable definition in the Underlying Instruments for such Loan, and in any case that “Interest Coverage Ratio” or such comparable definition is not defined in such Underlying Instruments, the ratio of

(a) EBITDA to (b) total interest expense, as calculated by the Services Provider in good faith in accordance with the Servicing Standard using information from and calculations consistent with the relevant compliance statements and

financial reporting packages provided by the relevant Obligor as per the requirements of the Underlying Instruments.

“Interest

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

“IRS” means the United States Internal Revenue Service.

“Joinder Agreement” means an agreement among the Borrower, a Committed Lender and the Facility Agent in the form of

Exhibit E to this Agreement (appropriately completed) delivered in connection with a Person becoming a Committed Lender hereunder after the Effective Date, as contemplated by the terms of this Agreement, a copy of which shall be delivered to

the Collateral Agent and the Services Provider.

“Lender” means each Conduit Lender, each Committed Lender and each

Uncommitted Lender, and each Dollar Lender, each Euro Lender, each GBP Lender and each CAD Lender, in each case as the context may require.

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

“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”).

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“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.

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

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

“Make-Whole Effective Date” means (1)(a) the Effective Date and (b) thereafter, upon any increase of the Facility

Amount (in an amount not less than an aggregate of $50,000,000) pursuant to Section 2.8, the effective date of such increase and (2) a Permitted Securitization Closing Date.

“Make-Whole Fee” means a fee in an amount accruing during the Revolving Period, for each day during the related Accrual

Period, equal to (1) the Applicable Margin in effect on such day divided by 360 multiplied by (2) the excess, if any, of (x) the product of the Make-Whole Fee Percentage applicable on such day and the aggregate average

daily Commitment of the applicable Lender Group during the related Accrual Period over (y) the daily average Advances funded by the applicable Lender Group during such Accrual Period minus (3) the Undrawn Fee accrued on such

day with respect to the amount of the unutilized Commitment for which a Make-Whole Fee is owing.

“Make-Whole Fee

Percentage” means, with respect to any day (a) prior to the four-month anniversary of the Make-Whole Effective Date, 25%, (b) on and after the four-month anniversary of the Make-Whole Effective Date and prior to the nine-month

anniversary of the Make-Whole Effective Date, 50% and (c) on and after the nine-month anniversary of the Make-Whole Effective Date and prior to the end of the Revolving Period, 60%.

“Margin Stock” means “Margin Stock” as defined under Regulation U.

“Market Value” means, with respect to any Specified Broadly Syndicated Loan (expressed as a percentage of par), the lowest

of (i) 100%, (ii) the Purchase Price of such Specified Broadly Syndicated Loan and (iii) the amount determined by the Services Provider equal to (x) the bid-side quote determined with respect to such Loan by IHS Markit Ltd.,

LoanX Mark-It-Partners, Thomson Reuters LPC, Loan Pricing Corporation or any other available nationally recognized pricing service selected by the Services Provider or (y) if the quote described in clause (i) is not available,

(A) if three (3) or more bid-side quotes are available from broker dealers that are independent of one another and of the Borrower and the Services Provider and active in the trading of such assets, the average of such quotes will be used

or (B) if only two (2) such quotes are available, the lower of such two quotes will be used.

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“Material Action” means an action to institute proceedings to have the

Borrower be adjudicated bankrupt or insolvent, to file any insolvency case or proceeding, to institute proceedings under any applicable insolvency law, to seek relief under any law relating to relief from debts or the protection of debtors, or

consent to the institution of bankruptcy or insolvency proceedings against the Borrower or file a petition seeking, or consent to, reorganization or relief with respect to the Borrower under any applicable federal or state law relating to

bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower or a substantial part of its property, or make any assignment for the benefit of creditors of the

Borrower, or admit in writing the Borrower’s inability to pay its debts generally as they become due, or take action in furtherance of any such action.

“Material Adverse Effect” means a material adverse effect on: (a) the assets, operations, properties, financial

condition, or business of the Borrower or the Services Provider; (b) the ability of the Borrower or the Services Provider 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 assignments and

security interests granted by the Borrower in this Agreement.

“Material Modification” means any amendment or waiver

of, or modification or supplement to, any Underlying Instrument governing a Collateral Obligation executed or effected on or after the related Cut-Off Date 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 Services Provider certifies that such reduction is not as a

result of financial distress of the related Obligor in its reasonable determination and (y) such reduction (when taken together with all other reductions with respect to such Collateral Obligation) is by less than or equal to 10% of the spread

or coupon payable as of the related Cut-Off Date;

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 (other than by the granting

of Permitted 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 or delays the maturity date of such Collateral Obligation by more than 0.25 years past the maturity

date as of the related Cut-Off Date (provided that the first two amendments that extend the maturity date by no more than 0.25 years shall not be Material Modifications) or (ii) extends the amortization schedule with respect thereto by more

than 0.25 years (provided that the first two amendments that extend such amortization schedule by no more than 0.25 years shall not be Material Modifications);

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(e) substitutes, alters or releases (other than by the granting of Permitted

Liens) the Related Security securing such Collateral Obligation and such substitution, alteration or release, individually or in the aggregate and as determined in the Facility 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 an effect on the ability of the Services Provider or the Facility Agent (as

determined by the Facility 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 (i) 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 or (ii) any such amendment, waiver, modification or supplement grants a one-time extension of not more than 30 additional days due to delay by an auditor in

delivering information required for financial reporting; provided, further that any failure to provide timely quarterly or annual financial statements or, in the case of an Asset Based Loan, any reduction of the frequency or total number of any

appraisals required thereunder, in each case will be deemed to be material;

(g) amends, waives, forbears, supplements or

otherwise modifies in any way the definition of “permitted lien” or “leverage” (or, in each case, any similar term) in a manner that is materially adverse to any Lender;

(h) 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 Facility Agent in its reasonable discretion;

(i) with respect to an Asset Based Loan, results in a material (as determined by the Facility Agent in its reasonable

discretion) change to or grants material (as determined by the Facility Agent in its reasonable discretion) relief from the borrowing base or any related definition;

(j) 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 Facility 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;

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(k) with respect to an Enterprise Value Loan, results in a modification of

the calculation of EBITDA for the related 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 (i) such

modification or non-cash charges were set forth on the related Asset Approval Request and (ii) such modification or non-cash charges were approved by the Facility Agent in its sole discretion in the related Asset Approval Request;

(l) with respect to a Multiple of Recurring Revenue Loan, results in a modification to the measurement of Revenue pursuant to

the Underlying Instruments for such Collateral Obligation; or

(m) without duplication of any event covered by clause

(a) through (l) above, waives or forbears a default or an event of default under the Underlying Instruments governing such Collateral Obligation that is material to the Lenders (an “Unspecified Default Waiver Material

Modification”).

Notwithstanding the foregoing, Material Modification shall not include any change to the base rate in respect

of a Collateral Obligation from SOFR or a successor rate to an alternative rate, including any applicable spread or payment frequency adjustments thereto that in the Services Provider’s commercially reasonable judgement are consistent with the

successor to SOFR.

“Maximum Availability” means, as of any date of determination, the difference of (i) the

Facility Amount minus (ii) the balance of all unfunded Advances approved but not yet funded minus (iii) the Aggregate Unfunded Amount plus (iv) the equivalent in Dollars of all amounts on deposit in the Unfunded

Exposure Account, each as of such date of determination.

“Maximum Portfolio Advance Rate” means, on any date of

determination, the percentage corresponding to the applicable Diversity Score as set forth in the table below:

Diversity Score (on such date)

Maximum Portfolio Advance Rate

Until the earlier to occur of (x) 120 days from the Closing

Date and (y) the Diversity Score is at least 6

50.0%

Greater than or equal to 6 but less than 10

55.0%

Greater than or equal to 10 but less than 15

60.0%

Greater than or equal to 15

65.0%

“Maximum Weighted Average Life Test” means a test that will be satisfied on any date of

determination if the Weighted Average Life of all Eligible Collateral Obligations included in the Collateral is less than or equal 6.50 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 Services Provider has actual knowledge (after reasonable inquiry) 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 7.12; (vii) the last day of the Revolving Period; (viii) the date on which the

Borrower is notified of any change in the Discount Factor of any Collateral Obligation; and (ix) the date of any Optional Sale.

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“Minimum Diversity Diversion 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 (x) during the period from the Effective Date until the date that is 90 days after such date, 4,

(y) during the period from the date that is 90 days after the Effective Date until the date that is 180 days after the Effective Date, 6 and (z) thereafter, 8.

“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 (a) during the period from the Effective Date until the date that is 120 days after such date, 6 and (b) thereafter, 10.

“Minimum Equity Condition” means a test that will be satisfied on any date of determination if the Effective Equity is not

less than the Required Equity.

“Minimum Weighted Average Coupon Test” means a test that will be satisfied on any date

of determination if the Weighted Average Coupon of all Eligible Collateral Obligations that are Fixed Rate Collateral Obligations included in the Collateral on such date is equal to or greater than 6.00%.

“Minimum Weighted Average Spread Test” means a test that will be satisfied on any date of determination if the Weighted

Average Spread of all Eligible Collateral Obligations included in the Collateral on such date is equal to or greater than 4.50%.

“Monthly Report” means a report prepared as of the close of business on each Reporting Date 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 Facility 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 Facility Agent or its Affiliates that are Lenders hereunder. Any Loan that would otherwise have a Moody’s Industry Classification of

High Tech Industry and is to an obligor engaged primarily in a software business shall be assigned a Moody’s Industry Classification on the following basis: The Borrower shall provide in the related Asset Approval Request a Moody’s

Industry Classification based on the industry of the end users of such software and consistent with the Services Provider Advisor’s investment committee memo regarding such loan. The Borrower shall provide to the Facility Agent such other

information relating to such classification as the Facility Agent may reasonably request. If the Facility Agent agrees with such classification in its sole discretion, then such classification shall be the Moody’s Industry Classification with

respect to such Loan. If the Facility Agent disagrees with such classification the Borrower and the Facility Agent shall work in good faith to agree on a classification applicable to such Loan.

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“Multiemployer Plan” means a multiemployer plan, as defined in

Section 3(37) or Section 4001(a)(3) of ERISA, as applicable, in respect of which the Borrower or any ERISA Affiliate has or could reasonably be expected to have any obligation or liability, contingent or otherwise.

“Multiple of Recurring Revenue Loans” means any Loan that is structured based on a multiple of the related Obligor’s

Revenue.

“Non-Approval Event” means, as of any date of determination, an event that (x) will be deemed to have

occurred if the ratio (measured on a rolling six-month basis) of (i) the number of Asset Approval Requests resulting in Non-Approved Loans (other than Specified Non-Approved Loans) over (ii) the total number of Asset Approval Requests is

greater than 33% and (y) will be continuing until the conditions set forth in clause (x) of this definition are no longer true; provided that, until ten (10) Eligible Collateral Obligations have been submitted to the Facility

Agent by the Borrower, the ratio of clause (x)(i) over clause (x)(ii) shall be deemed to be zero.

“Non-Approved

Loan” means each obligation that satisfies each of the criteria in the definition of “Eligible Collateral Obligation” (other than clause (a) thereof) for which an Asset Approval Request is submitted by the Services

Provider to the Facility Agent, and such Asset Approval Request is not approved by the Facility Agent; provided that an obligation shall only constitute a Non-Approved Loan if the Services Provider or an Affiliate thereof has entered into the

related Underlying Instruments with the related obligor on terms substantially similar to those disclosed in the related Asset Approval Request.

“Non-Sustainable Obligor” means any Obligor (a) currently engaged (i) in activities within or in close proximity

to World Heritage Sites that might impact the outstanding universal values of the site as defined by UNESCO, (ii) in activities located in or involving the clearing of primary tropical moist forests, illegal logging or uncontrolled and/or

illegal use of fire (iii) as an upstream producer and / or processor of palm oil and palm fruit products that is not a member or certified in accordance with the Roundtable on Sustainable Palm Oil (“RSPO”) or time-bound

committed toward RSPO certification, (iv) in expanding an existing or developing a new coal-fired power plant irrespective of location, (v) in developing greenfield thermal coal mining, or (vi) in using mountain top removal as an

extraction method in mining or (b) in relation to which there is evidence of child or forced labor in accordance with international labor conventions or other human rights violations such as slavery, forced or compulsory labor and human

trafficking as defined by the Modern Slavery Act 2015.

“Note” means a promissory grid note, in the form of Exhibit

A, made payable to an Agent, on behalf of the related Lender Group.

“Note Agent” has the meaning set forth in

Section 14.1.

“Obligations” means all obligations (monetary or otherwise) of the Borrower to the Lenders,

the Agents, the Collateral Agent, the Collateral Custodian, the Facility Agent or any other Affected Person or Indemnified Party arising under or in connection with this Agreement, the Notes and each other Transaction Document.

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“Obligor” means any Person that owes payments under any Collateral

Obligation and, solely for purposes of calculating the Excess Concentration Amount pursuant to clause (b) or (c) of the definition thereof, any Obligor that is an Affiliate of another Obligor shall be treated as the same Obligor;

provided that for purposes of this definition, the term Affiliate shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by, a common financial sponsor.

“Obligor Information” means, with respect to any Obligor, (i) the legal name, address, organizational chart and, if

available to the Services Provider using commercially reasonable efforts, tax identification number 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 for which such audited financial statements have been prepared and are available), unless the Services Provider has notified the Facility Agent that such audited financial statements are

unavailable and the Facility Agent has, in its sole discretion, waived the requirement to deliver such audited financial statements, (iv) the Services Provider’s internal credit memorandum with respect to the Obligor and the related

Collateral Obligation, (v) to the extent available, the annual report for the most recent fiscal year of such Obligor, (vi) to the extent available, a company forecast of such Obligor including plans related to capital expenditures,

(vii) to the extent available, 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; provided that the foregoing shall not be required separately to the extent that any such items have been previously delivered in connection with the Services Provider’s internal

credit memorandum delivered pursuant to clause (iv) above; provided, further, that to the extent any of the above information other than clause (v), clause (vi) or clause (vii) is unavailable, the

Services Provider shall notify the Facility Agent of such missing information, and the Facility Agent may, in its reasonable discretion, provide a waiver with respect to such information.

“OFAC” has the meaning set forth in Section 9.30(a).

“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 reasonably acceptable to the Facility Agent.

“Optional Sale” has the meaning set forth in

Section 7.11.

“Original Debt-to-Recurring-Revenue Ratio” means, with respect to any Multiple of Recurring

Revenue Loan, the Debt-to-Recurring-Revenue Ratio of such Multiple of Recurring Revenue Loan as calculated on the related Cut-Off Date by the Services Provider (and, to the extent set forth in the Asset Approval Request, approved by the Facility

Agent in the related Asset Approval Notice) in accordance with the definition of Debt-to-Recurring-Revenue Ratio and the definitions used therein and set forth in the related Asset Approval Request.

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“Original Effective LTV” means, with respect to any Collateral

Obligation, the Effective LTV of such Collateral Obligation as calculated on the related Cut-Off Date by the Services Provider and approved by the Facility Agent (which may include a normalized revolving loan assumption on any unfunded revolving

loan) in accordance with the definition of Effective LTV and the definitions used therein and set forth in the related Asset Approval Request.

“Original Leverage Multiple” means, with respect to any Collateral Obligation, the Leverage Multiple applicable to such

Collateral Obligation as calculated on the related Cut-Off Date by the Services Provider (and, to the extent set forth in the Asset Approval Request, approved by the Facility Agent in the related Asset Approval Notice) in accordance with the

definition of Leverage Multiple and the definitions used therein and set forth in the related Asset Approval Request.

“Other

Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having

executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned

an interest in the Obligations or any Transaction Document).

“Other Taxes” means all present or future stamp, court or

documentary, intangible, mortgage, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or

otherwise with respect to, any Transaction Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

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

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

“Participation Interest” means a participation interest in a loan that would, at the time of acquisition or the

Borrower’s commitment to acquire the same, satisfy each of the following criteria: (i) such participation would constitute an Eligible Collateral Obligation were it acquired directly, (ii) the seller of the participation is the

lender on the subject loan, (iii) the aggregate participation in the loan does not exceed the principal amount or commitment of such loan, (iv) such participation does not grant, in the aggregate, to the participant in such participation a

greater interest than the seller holds in the loan or commitment that is the subject of the participation, (v) the entire purchase price for such participation is paid in full at the time of its acquisition, and (vi) the participation

provides the participant all of the economic benefit and risk of the whole or part of the loan or commitment that is the subject of the loan participation.

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

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“Permitted Gaming Industry” means an industry in respect of which the

following conditions must be satisfied:

(a) to the knowledge of the Borrower (after reasonable inquiry), the Obligor or

any of its Affiliates hold the required licenses for the jurisdiction and are in compliance with the applicable local gaming, betting and gambling legislation and regulation; and

(b) to the knowledge of the Borrower (after reasonable inquiry), the Obligor or any of its Affiliates have satisfactory

anti-financial crime policies (including anti-money laundering and anti-bribery and corruption) in place which satisfy the applicable policies of the Services Provider.

“Permitted Investment” means, at any time:

(a) direct interest-bearing obligations of, and

interest-bearing obligations guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality of the United States, the obligations of which are backed by the

full faith and credit of the United States;

(b) demand or time deposits in, certificates of deposit of, demand notes of,

or bankers’ acceptances issued by any depository institution or trust company organized under the laws of the United States or any State thereof (including any federal or state branch or agency of a foreign depository institution or trust

company) and subject to supervision and examination by federal and/or state banking authorities (including, if applicable, the Collateral Agent or Facility 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;

“A-1” by Standard & Poor’s and “P-1” by Moody’s; or

(d) shares or other securities of registered money market funds which funds have, at all times, credit ratings of

“Aaa-mf” by Moody’s and “AAAm” by Standard & Poor’s.

Permitted Investments may be purchased

by or through the Collateral Agent or any of its Affiliates. All Permitted Investments shall be held in the name of the Securities Intermediary. No Permitted Investment shall have an “f”, “r”, “p”,

“pi”, “q”, “sf” or “t” subscript affixed to its Standard & Poor’s rating. Any such investment may be made or acquired from or through the Collateral Agent or the Facility Agent or any of

their respective affiliates, or any entity for whom the Collateral Agent or the Facility 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 (d), unless the Borrower and the Services Provider have received the written

advice of counsel of national reputation experienced in such matters to the contrary (together with an Officer’s Certificate of the Borrower or the Services Provider to the Facility Agent and the Collateral Agent that the advice specified in

this definition has been received by the Borrower and the Services Provider), 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.

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“Permitted Lien” means (i) the Lien in favor of the Collateral Agent

for the benefit of the Secured Parties, (ii) as to Related Security, 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 pursuant to the Sale Agreement 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.

“Permitted RIC Distribution” means distributions to the Equityholder (from the Collection Account or otherwise in

accordance with the terms hereof) to the extent required to allow the Equityholder to make sufficient distributions to qualify as a regulated investment company, and to otherwise eliminate federal or state income or excise taxes payable by the

Equityholder in or with respect to any taxable year of the Equityholder (or any calendar year, as relevant); provided that the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the

Equityholder shall not exceed 115% of the amounts that the Borrower would have been required to distribute to the Equityholder to: (i) allow the Borrower to satisfy the minimum distribution requirements that would be imposed by

Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any such taxable year the Borrower’s liability for

federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any

successor thereto), and (iii) reduce to zero the Borrower’s liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i),

(ii) or (iii), calculated assuming that the Borrower had qualified to be taxed as a regulated investment company under the Code.

“Permitted Securitization” means any securitization in a capital market transaction or private placement offering in which

the Borrower sells Collateral pledged hereunder, directly or indirectly, to an Affiliate or an affiliated entity that issues or arranges for the issuance of asset-backed debt obligations (whether in the form of notes or revolving and/or term loans)

collateralized, in whole or in part, by such Collateral but only if, as requested at such time by the Equityholder or the Services Provider, an affiliate of the Facility Agent acts as lead structuring agent and underwriter or similar role.

“Permitted Securitization Closing Date” means the effective date of any Permitted Securitization.

“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.

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“Plan” means any “employee benefit plan” as defined in

Section 3(3) of ERISA that is subject to Title IV of ERISA, Section 412 and 430 of the Code, or Section 302 of ERISA and in respect of which the Borrower or any ERISA Affiliate (x) is (or, if such Plan were terminated, would

under Section 4062 or Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, or (y) has or could reasonably be expected to have any obligation or liability, contingent or otherwise.

“Pledged Account” means each of 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, including in each case a related Deposit Account maintained by the Securities

Intermediary as a depository bank.

“Prepayment Notice” has the meaning set forth in Section 2.4(b)(i).

“Primary Servicing Fee” means the senior fee payable to the Services Provider or successor services provider (as

applicable) in accordance with the terms hereof on each Distribution Date in arrears in respect of each Accrual Period for services rendered during the related Accrual Period, which fee shall be equal to the product of (a) 0.15% per

annum, (b) the average of the values of (x) the aggregate Collateral Obligation Amount of the Eligible Collateral Obligations on the first day and the last day of the related Accrual Period and (y) the cash representing Principal

Collections on such days and (c) the actual number of days in such Accrual Period divided by 360. For the avoidance of doubt, so long as no Unmatured Equityholder Credit Event has occurred, the Services Provider may waive or defer the

payment of any Primary Servicing Fee in its sole discretion.

“Principal Balance” means with respect to any Collateral

Obligation as of any date, (i) if such Collateral Obligation is denominated and payable in Dollars, the lower of (A) the Purchase Price paid by the Borrower for such Collateral Obligation and (B) the outstanding principal balance of

such Collateral Obligation, and (ii) if such Collateral Obligation is denominated and payable in any Eligible Currency other than Dollars, the equivalent in Dollars (determined by the Services Provider using the Applicable Exchange Rate) of the

lower of (A) the Purchase Price paid by the Borrower for such Collateral Obligation and (B) the outstanding principal balance of such Collateral Obligation, in each case exclusive of (x) any deferred or capitalized interest on any

Deferrable Collateral Obligation and (y) any unfunded amounts with respect to any Revolving Loan or Delayed Drawdown Loan; 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 for purposes of the calculation set forth

in clause (f) of the definition of Excess Concentration Amount, the Principal Balance of (A) each Revolving Loan shall include any funded commitment and unfunded commitment owed by the Borrower with respect thereto and (B) each

Delayed Drawdown Loan shall include any unfunded commitment owed by the Borrower with respect thereto. The “Principal Balance” of any Equity Security shall be zero.

“Principal Collections” means (x) any and all amounts of collections received with respect to the Collateral other

than Interest Collections and Excluded Amounts, including (but not limited to) (i) all collections attributable to principal on such Collateral, (ii) the earnings on Principal Collections in the Collection Account that are invested in

Permitted Investments, (iii) all payments received by the Borrower pursuant to any Hedging Agreement that is an interest rate swap or index rate swap transaction and (iv) all Repurchase Amounts, in each case other than Retained Interests

and (y) the proceeds of Advances which have not been used to settle pending acquisitions of the applicable Eligible Collateral Obligations within ten (10) Business Days of the related Funding Date.

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“Principal Collection Account” means the collective reference to the

segregated, non-interest bearing securities accounts (within the meaning of Section 8-501 of the UCC), which are created and maintained on the books and records of the Securities Intermediary identified as principal collection accounts 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).

“Proceeding” means any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation,

dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person.

“Prohibited Defense Asset” means a Collateral Obligation in respect of which the related Obligor’s primary direct

business is the production or distribution of antipersonnel landmines, cluster munitions, biological and chemical, radiological and nuclear weapons or their Critical Components.

“Prohibited Industry” means with respect to any Obligor, its primary business is (a) within an industry referred to in

the definition of Prohibited Defense Asset; (b) the manufacture of fully completed and operational assault weapons or firearms; (c) in pornography or adult entertainment; (d) in the gaming industry (other than (i) a Permitted

Gaming Industry or (ii) hospitality and/or resorts development or the management thereof); (e) in the marijuana industry; (f) in the opioid industry or (g) to finance any other industry which is illegal under Applicable Law at

the time of acquisition of such Loan.

“Pro Rata Percentage” means, with respect to any Lender on any date, such

Lender’s Commitment as of such date divided by the aggregate Commitments as of such date.

“Purchase

Price” means, with respect to any Collateral Obligation, the greater of (a) zero and (b) the actual price in Dollars (or, if such Collateral Obligation is denominated and payable in any Eligible Currency other than Dollars, the

equivalent in Dollars) paid by the Borrower for such Collateral Obligation minus all collections attributable to principal on such Collateral Obligation. Notwithstanding the foregoing, the purchase price of an Eligible Collateral Obligation

purchased at a price equal to or greater than 97% of par (including any purchase at a premium) shall be deemed to be par for all purposes of this definition.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in

accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning set forth in Section 17.20.

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

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“Ramp-up Period” means the period from and including the Effective Date

to the earlier of (i) the first date on which the aggregate Principal Balance of all Eligible Collateral Obligations plus the amount of Principal Collections on deposit in the Principal Collection Account exceeds the Target Portfolio

Amount and (ii) the 9-month anniversary of the Effective Date; provided that, on and after (x) the closing date of any increase of the Facility Amount in an amount not less than an aggregate of $50,000,000 or (y) a Permitted

Securitization Closing Date, the Ramp-up Period shall mean the period from and including the date of such increase or Permitted Securitization Closing Date, as applicable, to the earlier of (i) the first date on which the aggregate Principal

Balance of all Eligible Collateral Obligations plus the amount of Principal Collections on deposit in the Principal Collection Account exceeds the Target Portfolio Amount and (ii) the 6-month anniversary of the date of such increase or

Permitted Securitization Closing Date, as applicable.

“Rating Agencies” means Standard & Poor’s and

Moody’s.

“Recipient” means (a) the Facility Agent, (b) any Agent, (c) any Lender and (d) any

other recipient of a payment hereunder.

“Records” means the Collateral Obligation File for any Collateral Obligation

and all other documents, books, records and other information prepared and maintained by or on behalf of the Borrower with respect to any Collateral Obligation and the Obligors thereunder, including all documents, books, records and other

information prepared and maintained by the Borrower or the Services Provider with respect to such Collateral Obligation or Obligors.

“Reduction Fee” means a nonrefundable fee with respect to any permanent reduction of the Facility Amount pursuant to

Section 2.5(a) equal to, if such reduction occurs:

(a) prior to the 12-month anniversary of the Effective

Date, the product of (x) the amount of such reduction and (y) 1.25%;

(b) on or after the 12-month anniversary of

the Effective Date and prior to the date that is 12 months and six weeks after the Effective Date, the product of (x) the amount of such reduction and (y) 0.50%; and

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

“Regulation X” means Regulation X of the FRS Board, as in effect from time to time.

“Regulatory Authority” has the meaning given in Section 17.14(c).

“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).

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“Related Collateral Obligation” means any Collateral Obligation where any

Affiliate of the Borrower, Services Provider or the Equityholder owns a Revolving Loan or Delayed Drawdown Loan pursuant to the same Underlying Instruments; provided that any such asset will cease to be a Related Collateral Obligation once

all commitments by such Affiliate of the Borrower, Services Provider or the Equityholder to make advances or fund such Revolving Loan or Delayed Drawdown Loan 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;

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.

“Relevant Governmental Body” means, (a) with respect to Advances denominated in Dollars, the Board of Governors of the

Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto, and

(b) with respect to Advances denominated in any Eligible Currency other than Dollars, the central bank for the currency in which such Advances are denominated or any working group or committee officially endorsed or convened by the central bank

for the currency in which such Advances are denominated, or any successor thereto.

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“REO Asset” means, with respect to any Collateral Obligation, any Related

Property that has been foreclosed on or repossessed from the current Obligor by the Services Provider, and is being managed by the Services Provider on behalf of, and in the name of, any REO Asset Owner, for the benefit of the Secured Parties and

any other equity holder of such REO Asset Owner.

“REO Asset Owner” has the meaning set forth in

Section 7.13(a).

“REO Servicing Standard” has the meaning set forth in Section 7.13(a).

“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, with respect to any (1) month in which a Distribution Date occurs, the Business Day prior

to such Distribution Date and (2) month in which a Distribution Date does not occur, the third Business Day prior to the 20th day of such month.

“Repurchase Amount” means, for any Warranty Collateral Obligation for which a payment or substitution is being made

pursuant to Section 7.12 as of any time of determination, the sum of (i) 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, (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 Accrual Period, 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

Services Provider.

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“Required Equity” means the amount corresponding to the column for the

applicable “Required Equity Stage”:

Required Equity Stage Period

Required Equity

Required Equity Stage 1 Period

The greater of (x) the sum of the Principal Balances of the three Obligors with Collateral Obligations constituting the highest aggregate Principal Balances and (y) $30,000,000

Required Equity Stage 2 Period

The greater of (x) the sum of the Principal Balances of the four Obligors with Collateral Obligations constituting the highest aggregate Principal Balances and (y) $50,000,000

Required Equity Stage 3 Period

The greatest of (x)(i) if the Effective Advance Rate is above 50%, the sum of the Principal Balances of the four Obligors with Collateral Obligations constituting the highest aggregate Principal Balances or (ii) otherwise, the sum

of the Principal Balances of the three Obligors with Collateral Obligations constituting the highest aggregate Principal Balances, (y) $50,000,000 and (z) the sum of the Principal Balances of the Obligors with Collateral Obligations

constituting the largest Moody’s Industry Classification

provided, that, for purposes of calculating the above, the Principal Balance with respect to any Obligor shall be the

sum of all Principal Balances with respect to which such Person is an Obligor.

“Required Equity Stage 1 Period” means

the period from the Effective Date to but excluding the earlier to occur of (x) the date that is 180 days after the Effective Date and (y) the first date on which the Advances outstanding hereunder is equal to at least $150,000,000.

“Required Equity Stage 2 Period” means the period from the last day of the Required Equity Stage 1 Period to but excluding

the last day of the Revolving Period.

“Required Equity Stage 3” means the period from the last day of the Required

Equity Stage 2 Period to the Facility Termination Date.

“Required Lenders” means, at any time, (a) 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 and (b) so long as DBNY holds aggregate Advances

equal to 25% of all Advances outstanding or if there are no Advances outstanding, aggregate Commitments equal to 25% of all Commitments, the Facility Agent; provided that,

if there are two (2) or more unaffiliated Lenders, at least two (2) unaffiliated Lenders shall be required to constitute

the “Required Lenders”; provided further that, Advances outstanding owing to Defaulting Lenders and the commitments of Defaulting Lenders shall be disregarded for purposes of this definition.

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“Resolution Authority” means an EEA Resolution Authority or, with respect

to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to (a) the

Services Provider or the Borrower, its Chief Executive Officer, Chief Operating Officer, Executive Vice President or any other officer or employee of the Services Provider or the Borrower directly responsible for the administration or collection of

the Collateral Obligations, (b) the Collateral Agent, 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) such Collateral Obligation becomes a Defaulted Collateral Obligation;

(b) the Borrower, the Facility Agent or the Services Provider obtains actual knowledge (after reasonable inquiry) 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 $500,000;

(d) the Services Provider determines, in its sole discretion, in accordance with the Servicing 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 Facility Agent) of a Material Modification with respect to such Collateral Obligation;

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(f) the Obligor thereunder fails to deliver to the Borrower or the Services

Provider 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 Services Provider or the Facility Agent (as determined by the Facility Agent in its reasonable discretion) to make any determinations or calculations required hereunder; provided, however, that (i) the Borrower

(or the Services Provider on its behalf) may, on a single occasion (or any other additional occasions approved by the Facility 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 and (ii) the Borrower (or the Services Provider on its behalf) may, due to delay by an auditor in delivering information required for financial reporting, grant a one-time extension of not more than 30

additional days for the delivery of such financial statements by such Obligor;

(g) with respect to any Enterprise Value

Loan that is not a Multiple of Recurring Revenue Loan, the Leverage Multiple with respect to such Collateral Obligation increases by 1.00x or more over the Original Leverage Multiple with respect to such Collateral Obligation; provided that

each subsequent increase of an additional 1.00x 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 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 Facility Agent;

(i) with respect to any Asset Based Loan, the Effective LTV of such Collateral Obligation is greater than 1.0 or increases by

more than an amount equal to 10% of the Original Effective LTV of such Collateral Obligation; provided that each subsequent increase of an additional 10% over the applicable Original Effective LTV shall be an additional Revaluation Event;

(j) such Collateral Obligation becomes the subject of an offer, exchange or tender by the related Obligor unless such

offer, exchange or tender is for a price at least 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 plus any accrued and unpaid interest thereon;

(k) if such Collateral Obligation is a Participation Interest (other than an Assigned Participation Interest), the seller

thereof has (x) long-term unsecured ratings of lower than “Baa1” by Moody’s or “BBB+” by S&P and (y) short-term unsecured ratings of lower than “A-1” by S&P or “P-1” by

Moody’s;

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(l) unless such Collateral Obligation is a Multiple of Recurring Revenue

Loan, the Obligor with respect to such Collateral Obligation has EBITDA less than $5,000,000 for the latest fiscal year;

(m) the Obligor with respect to such Collateral Obligation is not an Eligible Obligor; provided that if such Obligor

would be an Eligible Obligor but for clause (vi) of the definition thereof, such occurrence shall not be a Revaluation Event so long as none of the Borrower, the Services Provider, the Equityholder or any Affiliate thereof (x) owns

a majority of the equity interests of such Obligor or (y) controls such Obligor;

(n) with respect to any Multiple of

Recurring Revenue Loan, (1) the Debt-to-Recurring-Revenue Ratio exceeds (x) if such Collateral Obligation had an EBITDA as of the applicable Cut-Off Date greater than $10,000,000, 3.50x or (y) otherwise, 3.25x, (2) the related

Obligor’s last quarter annualized Revenue is less than $25,000,000 calculated using the most recent financial information of such Obligor received by the Borrower (or otherwise available to the Borrower with respect to such Obligor) or

(3) a failure to maintain minimum liquidity as required by the Underlying Instruments for such Collateral Obligation;

(o) with respect to any Multiple of Recurring Revenue Loan, the Debt-to-Recurring-Revenue Ratio with respect to such Collateral

Obligation increases by either (x) 0.50x or more or (y) 20% over the Original Debt-to-Recurring-Revenue Ratio thereof; provided that each subsequent increase of an additional 0.50x or 20%, as applicable, over the Original

Debt-to-Recurring-Revenue Ratio shall be an additional Revaluation Event;

(p) with respect to any Specified Broadly

Syndicated Loan and measured on a weekly basis, (1) the Market Value of such Collateral Obligation is less than 80%, (2) the Market Value of such Collateral Obligation declines by more than 10% compared to the Purchase Price (expressed as

percentage of par) of such Collateral Obligation as of the applicable Cut-Off Date; or (3) such Collateral Obligation fails to have at least two (2) dealer bid-side quotes determined with respect to such Loan by LoanX, Inc.;

provided that with respect to any Specified Broadly Syndicated Loan originated in the primary market, such failure to have dealer bid-side quotes must occur more than 60 days after the applicable Cut-Off Date;

(q) the related Obligor undergoes a merger, acquisition, consolidation, sale of all or substantially all of the assets of such

Obligor, restructuring or similar transaction;

(r) the occurrence of any breach with respect to any financial covenant

under the Underlying Instrument that results in an event of default under the Underlying Instruments, regardless of any waiver, modification or amendment of such Underlying Instrument;

(s) such Collateral Obligation is sold or a portion thereof is sold at a price (expressed as a percentage of par) for less than

90% and there occurs, in the reasonable discretion of the Facility Agent, an adverse change in the financial condition of the related Obligor;

(t) with respect to any Multiple of Recurring Revenue Loan, a failure to provide the information necessary to calculate the

Debt-to-Recurring-Revenue Ratio thereof;

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(u) such Collateral Obligation is an Assigned Participation Interest that

has not been elevated to a full assignment within forty-five (45) days; or

(v) with respect to any Collateral

Obligation that (i) as of the related Cut-Off Date permits any interest due in cash to be deferred or capitalized and added to the principal amount of such Collateral Obligation or (ii) is currently deferring any portion of interest, the

Interest Coverage Ratio with respect to such Collateral Obligation becomes less than 1.2x;

provided that the Facility Agent may, with the consent

of the Borrower, include custom revaluation events other than those included in the definition of “Revaluation Event” as a condition of its approval of any Collateral Obligation, as noted in the related Asset Approval Notice.

It being understood and agreed that if an event that results in a Revaluation Event under clause (a), (f), (g),

(h), (i) or (q) above is waived by an Unspecified Default Waiver Material Modification, such Unspecified Default Waiver Material Modification will not give rise to an additional Revaluation Event under clause

(e) above if the Facility Agent determines in its sole discretion that such Unspecified Default Waiver Material Modification waives the “same event” that resulted in such other Revaluation Event.

“Revenue” means, with respect to Multiple of Recurring Revenue Loans, the definition of annualized recurring revenue used

in the Underlying Instruments for each such Collateral Obligation, or any comparable definition for “Revenue” or “Adjusted Revenue” in the Underlying Instruments for each such Collateral Obligation; provided that if

there is no such definition in the Underlying Instruments, revenue 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) for the most recent four fiscal quarter period for which financial statements have been delivered and as approved by the Facility Agent in its sole discretion.

“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.

“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 three (3) years after the Effective Date or, if such date is extended pursuant to Section 2.6, the date mutually agreed by the Borrower and the Facility Agent, (ii) the date on which the Facility

Amount is terminated in full pursuant to Section 2.5, (iii) the occurrence of a Facility Termination Event, unless such Facility Termination Event is waived pursuant to Section 17.2 and the Facility Agent agrees in

writing in its sole discretion to reinstate the Revolving Period, (iv) the existence of the Equityholder terminates earlier than either (x) the date set forth in clause (i) of this definition or (y) the date set forth in

clause (ii) of the definition of Facility Termination Date or (v) an Unmatured Equityholder Credit Event.

“Risk

Retention Side Letter” shall mean the letter agreement, dated as of the Effective Date, by and between the Facility Agent and the Equityholder.

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“Sale Agreement” means the Sale and Contribution Agreement, dated as of

the date hereof, by and between the Equityholder, as seller, and the Borrower, as purchaser.

“Sanctions Target” has

the meaning set forth in Section 9.30(a).

“Sanctioned Countries” means any country or territory with which

dealings are broadly restricted or prohibited by any Sanctions (as of the Effective Date, the Crimea region of Ukraine, Belarus, Russia, Venezuela (in relation to its government only), Cuba, the so-called Donetsk People’s Republic, Iran, the

so-called Luhansk People’s Republic, North Korea, Syria, and the non-government-controlled regions of the Kherson and Zaporizhzhia regions of Ukraine).

“Sanctions” has the meaning set forth in Section 9.30(a).

“Schedule of Collateral Obligations” means the list or lists of Collateral Obligations attached to each Asset Approval

Request and each Reinvestment 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 Facility Agent may

reasonably require and shall supplement any such schedules attached to previously-delivered Asset Approval Requests and Reinvestment Requests.

“Scheduled Collateral Obligation Payment” means each periodic installment payable by an Obligor under a Collateral

Obligation for principal, interest and/or, solely in the case of a Revolving Loan or a Delayed Drawdown Loan, unutilized/commitment fees (as applicable) 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 and any Permitted

Liens; provided, that any Loan that is deemed to be a Second Lien Loan as provided in the definition of “FILO Loan” or “First Lien Loan” shall, unless explicitly provided otherwise for a specified purpose, be deemed to

be a Second Lien Loan for all purposes hereunder.

“Secondary Servicing Fee” means the subordinated fee payable to the

Services Provider or successor services provider (as applicable) in accordance with the terms hereof on each Distribution Date in arrears in respect of each Accrual Period for services rendered during the related Accrual Period, which fee shall be

equal to the product of (a) 0.25% per annum, (b) the average of the values of (x) the aggregate Collateral Obligation Amount of the Eligible Collateral Obligations on the first day and the last day of the related Accrual

Period and (y) the cash representing Principal Collections on such days and (c) the actual number of days in such Accrual Period divided by 360. For the avoidance of doubt, the Services Provider may waive or defer the payment of any

Secondary Servicing Fee in its sole discretion.

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“Secured Parties” means, collectively, the Collateral Agent, the

Collateral Custodian, the Securities Intermediary, each Lender, the Facility Agent, each Agent, each other Affected Person, Indemnified Party and Hedge Counterparty and their respective permitted successors and assigns.

“Securities Intermediary” means State Street Bank and Trust Company, or any subsequent institution acceptable to the

Facility Agent at which the Pledged Accounts are maintained.

“Services Provider” means (i) initially, Blue Owl

Technology Finance Corp., a Maryland corporation and (ii) thereafter, any successor services provider appointed pursuant to this Agreement; provided that any successor to the initial Services Provider shall (x) execute and deliver

to the Borrower and the Facility Agent an agreement of assumption to perform every obligation of the Services Provider under this Agreement (y) be subject to confirmation from each of the Facility Agent, the Lenders and the Collateral Custodian

that it has received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and that it has received all required approvals in

connection therewith.

“Services Provider Advisor” means (i) Blue Owl Technology Credit Advisors LLC or

(ii) any Successor Services Provider Advisor.

“Services Provider Event of Default” means the occurrence of one of

the following events:

(a) any failure by the Services Provider to comply with Section 7.3(b);

(b) failure on the part of the Services Provider duly to observe or to perform in any respect any other covenant or agreement

of the Services Provider set forth in this 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 Services Provider

by the Borrower, the Collateral Agent or the Facility Agent (with a copy to each Agent);

Insolvency Event with respect to the Services Provider and, if the Equityholder is the Services Provider, an Equityholder Credit Event Cure has not been successfully completed within fifteen (15) Business Days of such occurrence;

(d) any representation, warranty or statement of the Services Provider made in this Agreement or any certificate, report or

other writing delivered pursuant hereto shall prove to be incorrect as of the time when the same shall have been made (i) which incorrect representation, warranty or statement has a material and adverse effect on (1) the validity,

enforceability or collectability of this 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 Services Provider by the Borrower, the Collateral Agent or the Facility Agent, the circumstance or condition in respect of which such representation, warranty or

statement was incorrect shall not have been eliminated or otherwise cured;

(e) a Facility Termination Event occurs;

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(f) (i) the failure of the Services Provider to pay any principal of or

premium or interest on any borrowed money having an aggregate principal amount of $25,000,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, elected acceleration, demand or otherwise) and such

failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such borrowed money; or (ii) any other default under any agreement or instrument relating to any such borrowed money of the

Services Provider, or any other event, occurs and such default or event continues after the applicable grace period, if any, specified in such agreement or instrument if the result of such default or event is the acceleration of the maturity of such

borrowed money;

(g) (x) the rendering by any court of a final, non-appealable judgment against the Services Provider

(i) in an amount in excess of $5,000,000 which is not satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Facility Agent has not received evidence satisfactory to it

that an insurance provider for the Services Provider has agreed to satisfy such judgment in full subject to any deductibles not exceeding $5,000,000; or (y) the attachment of any material portion of the property of the Services Provider which

has not been released or provided for to the reasonable satisfaction of the Facility Agent within 30 days after the making thereof;

(h) a Change of Control occurs; or

(i) Blue Owl Technology Finance Corp. is terminated as or removed from being the Services Provider.

“Servicing 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 Services Provider, 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, as though the Services Provider and its Affiliates did not have any relationship with any Obligor or its Affiliates.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

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

financing rate).

“SONIA” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight

Index Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website; provided that if the sum of Daily Simple SONIA and the SONIA Adjustment is less than 0.0%, SONIA shall be deemed to be 0.0%

for purposes of this Agreement.

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“SONIA Adjustment” means, for a period equal to three (3) months,

0.1193% per annum.

“SONIA Administrator” means the Bank of England (or any successor administrator of the

Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website,

currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Specified BB Collateral Obligation” means, as of any date of determination, unless waived in writing by the Facility Agent

in its sole discretion, any Collateral Obligation (or portion thereof) (a) for which the Borrower received the related Asset Approval Notice no more than nine months prior to such date of determination, (b) with respect to which, as of

such date of determination, no Material Modification or Revaluation Event has occurred and (c) that, as of such date of determination, satisfies all requirements of the definition of “Eligible Collateral Obligation”.

“Specified Borrowing Base Breach” means

the occurrence of a Specified Borrowing Base Breach (Type 12) and/or a Specified Borrowing Base Breach

(Type 21), as the context may require.

“Specified Borrowing Base Breach (Type 1)” means an event that shall occur if: each of the following conditions are satisfied: (a) the equivalent in Dollars of the aggregate principal amount of all

Advances outstanding hereunder exceeds the Borrowing Base by an amount (calculated as a percentage) equal to or less than the Specified Borrowing Base Breach Percentage (Type

1),; (b) the equivalent in

Dollars of the aggregate principal amount of all Advances outstanding hereunder would not exceed the Borrowing Base if changes to the Borrowing Base resulting from the following are disregarded: (i) any amendment to the Discount Factor of one

or more Collateral Obligations by the Facility Agent pursuant to Section 2.7(b) (other than an amendment to the Discount Factor as a result of a Collateral Obligation becoming a Defaulted Collateral Obligation), including for the avoidance of doubt any amendment to the Discount Factor in a manner mutually agreed by the Borrower and the Facility Agent,

(ii) any increase in the Excess Concentration Amount not caused by the purchase of a Collateral Obligation orand (iii) anany Eligible Collateral Obligation being excluded from the Borrowing Base following the occurrence and during the continuation of a default as to the payment of principal and/or interest with respect to such Eligible

Collateral Obligation; provided that, for purposes of this clause (iii), any such default shall be deemed continuing irrespective of

any waiver or deferral under the related Underlying Instruments; and (c) a default as to the payment of principal and/or interest is not continuing with respect to more than two Eligible Collateral Obligations included in the

Collateral on such date of determination.

“Specified Borrowing Base Breach (Type 2)” has the meaning set forth in the applicable Fee

Letter.means an event that shall occur if: each of the following conditions are satisfied: (a) the equivalent in

Dollars of the aggregate principal amount of all Advances outstanding hereunder exceeds the Borrowing Base by an amount (calculated as a percentage) equal to or less than the Specified Borrowing Base Breach Percentage (Type 2); provided that,

changes to the Borrowing Base resulting from any amendment to the Discount Factor in a

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manner mutually agreed by the Borrower and the Facility Agent shall be excluded

for purposes of this clause (a); (b) the equivalent in Dollars of the aggregate principal amount of all Advances outstanding hereunder would not exceed the Borrowing Base if changes to the Borrowing Base resulting from the following are

disregarded: (i) any amendment to the Discount Factor of one or more Collateral Obligations by the Facility Agent pursuant to Section 2.7(b) (other than an amendment to the Discount Factor as a result of a Collateral Obligation becoming a

Defaulted Collateral Obligation), including for the avoidance of doubt any amendment to the Discount Factor in a manner mutually agreed by the Borrower and the Facility Agent, (ii) any increase in the Excess Concentration Amount not caused by

the purchase of a Collateral Obligation and (iii) any Eligible Collateral Obligation being excluded from the Borrowing Base following the occurrence and during the continuation of a default as to the payment of principal and/or interest with

respect to such Eligible Collateral Obligation; provided that, for purposes of this clause (iii), any such default shall be deemed continuing irrespective of any waiver or deferral under the related Underlying Instruments; and (c) a default as

to the payment of principal and/or interest is not continuing with respect to more than two Eligible Collateral Obligations included in the Collateral on such date of determination.

“Specified Borrowing Base Breach Percentage (Type 1)” means

5.010.0%; provided,

that,

if a Specified Borrowing Base Breach (Type 1) has occurred and is continuing for ninety (90) consecutive days, the Specified Borrowing Base Breach Percentage (Type 1) shall be

2.505.0% from the end of such

90-day period until the earlier to occur of (x) 180 consecutive days and (y) the second consecutive Distribution Date after the occurrence of such Specified Borrowing Base Breach (Type 1).

“Specified Borrowing Base Breach Percentage (Type

2)” has the meaning set forth in the applicable Fee

Letter.means 5.0%; provided that, if a Specified Borrowing Base Breach (Type 2) has occurred and is continuing for

ninety (90) consecutive days, the Specified Borrowing Base Breach Percentage (Type 2) shall be 2.50% from the end of such 90-day period until the earlier to occur of (x) 180 consecutive days and (y) the second consecutive Distribution

Date after the occurrence of such Specified Borrowing Base Breach (Type 2).

“Specified Broadly Syndicated

Loan” means any Loan that (i) is acquired by the Borrower at a Purchase Price of at least 97.0% (expressed as percentage of par) with an interest rate (calculated as of the applicable Cut-Off Date) that does not exceed (a) in the

case of Loans that bears interest at a spread over an index, the applicable index plus 6.00% and (b) in the case of Fixed Rate Collateral Obligations, an interest rate that does not exceed 6.50%; (ii) as of the applicable Cut-Off

Date, (a) is a broadly syndicated commercial loan, (b) is a First Lien Loan and (c) has a tranche size of $250,000,000 or greater; (iii) has EBITDA of $50,000,000 or greater (after giving pro forma effect to any

acquisition in connection therewith); (iv) such Loan has a rating from S&P or Moody’s and such rating is at least “B-” from S&P or “B3” from Moody’s; and (v) at least two (2) dealer bid-side

quotes have been determined with respect to such Loan by LoanX, Inc.; provided that if the Facility Agent approves a Specified Broadly Syndicated Loan in accordance with the procedures set forth in Section 6.2(h), then such

Specified Broadly Syndicated Loan shall no longer be considered a Specified Broadly Syndicated Loan.

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“Specified Deferrable Collateral Obligation (Level I)” means a Deferrable

Collateral Obligation with a minimum required rate of current interest paid in cash of less than or equal to 3.50% per annum over the applicable index rate but greater than 2.50% per annum over the applicable index rate.

“Specified Deferrable Collateral Obligation (Level II)” means a Deferrable Collateral Obligation with a minimum required

rate of current interest paid in cash of less than or equal to 2.50% per annum over the applicable index rate.

“Specified First Lien Loan” means any First Lien Loan that is an Enterprise Value Loan in any Moody’s Industry

Classification other than “Corp-Energy: Oil & Gas”, “Corp-Metals & Mining,” “Corp-Utilities: Oil & Gas” or “Corp: Retail” and (i) where the related Obligor is not a

holding company; (ii) (a) that has either a Leverage Multiple of less than 3.75x or (b) both (I) a Leverage Multiple that is greater than or equal to 3.75x but less than 4.25x and (II) an Effective Loan Level LTV of less than

50%; and (iii) has an Obligor with a most recently reported EBITDA of at least $20,000,000.

“Specified Limited Borrowing

Base Deficiency” means an event that shall occur if the equivalent in Dollars of the aggregate principal amount of all Advances outstanding hereunder exceeds the Borrowing Base or the Maximum Availability, calculated in accordance with

Section 1.2(g), by an amount (calculated as a percentage) equal to or less than 7.5%.

“Specified Non-Approved

Loans” means any obligation that satisfies the definition of Non-Approved Loan as a result of, in the sole discretion of the Facility Agent, the failure of the Services Provider to include material information regarding the Obligor in the

related Asset Approval Request.

“Standard & Poor’s” or “S&P” 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 of a special purpose vehicle secured directly and primarily 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, collateral loan obligations, asset backed securities and

commercial mortgage backed securities or any resecuritization thereof.

“Subsidiary” means, with respect to any Person,

a corporation, partnership or other entity of which such Person and/or its other Subsidiaries own, directly or indirectly, such number of outstanding shares or interests as have more than 50% of the ordinary voting power for the election of

directors, managers or general partners, as applicable.

“Substituted Collateral Obligation” means, with respect to any

Accrual Period, any Warranty Collateral Obligation with respect to which the Equityholder has substituted in a replacement Eligible Collateral Obligation pursuant to Section 7.12 and the Sale Agreement.

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“Successor Equityholder” means an Affiliate of the current Equityholder

or an assignee or successor by merger, consolidation or restructuring to the existing Equityholder, which Affiliate or assignee or successor, (i) is approved by the Facility Agent in its commercially reasonable discretion following

(x) completion of client onboarding, receipt of all documents and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA

Patriot Act, and satisfactory credit and legal diligence and review, and (y) receipt of confirmation from legal counsel to the Facility Agent that the transfer of equity ownership of the Borrower to the Successor Equityholder would not cause a

Lender to be in breach of the EU Securitization Regulation (as defined in the Risk Retention Side Letter); provided that such confirmation is not to be unreasonably withheld or delayed, (ii) as certified to the Facility Agent, is not

subject to any Insolvency Event and would be in compliance with all representations, warranties and covenants of the Equityholder under the Transaction Documents immediately following such transfer and (iii) succeeds to the obligations of the

Equityholder under this Agreement and the other Transaction Documents by a written assumption of such obligations in a form reasonably satisfactory to the Facility Agent.

“Successor Services Provider Advisor” means (x) any assignee or successor by merger, consolidation or restructuring of

Blue Owl Technology Credit Advisors LLC (or any previous Successor Services Provider Advisor) or (y) any entity to which all or substantially all of the assets, or at the time of such transfer, the collateral management business, of the current

Services Provider Advisor has been transferred; provided that, in the case of (x) and (y), such assignee, successor or transferee (A) is an Affiliate of Blue Owl Credit Inc., (B) has the legal right and capacity to act as

Services Provider under this Agreement, (C) shall not cause the Borrower or the pool of Collateral Obligations to become required to register under the provisions of the 1940 Act and (D) either (x) the Facility Agent has consented to

such assignee, successor or transferee or (y) such assignee, successor or transferee retains a substantial portion of the collateral management business of the existing Services Provider Advisor and of the investment advisory personnel actively

involved in such business, as determined by the Facility Agent in its reasonable discretion; provided that such determination is not to be unreasonably withheld or delayed.

“Supported QFC” has the meaning set forth in Section 17.20.

“Tangible Net Worth” means, with respect to any Person, the consolidated assets minus the consolidated liabilities 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

$230,000,000.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including

backup withholding), assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto.

“Term CORRA” means, for any calculation with respect to an Advance in CAD (other than an Advance bearing interest at the

Alternate Base Rate), the greater of (i) 0.0% and (ii) the Term CORRA Reference Rate for a tenor of three (3) months on the day (such day, the “Term CORRA Determination Day”) that is two (2) U.S. Government

Securities Business Days prior to the first day of the relevant Accrual Period, as such rate is published by the Term CORRA Administrator.

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“Term CORRA Administrator” means Candeal Benchmark Administration

Services Inc., TSX Inc., or any successor administrator.

“Term CORRA Determination Day” has the meaning set forth in

the definition of “Term CORRA” in this Section 1.1.

“Term CORRA Reference Rate” means

the forward-looking term rate based on CORRA as published by the Term CORRA Administrator.

“Term SOFR” means, for any

calculation with respect to an Advance in Dollars (other than an Advance bearing interest at the Alternate Base Rate), the greater of (i) 0.0% and (ii) the Term SOFR Reference Rate for a tenor of three (3) months on the day (such day,

the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of the relevant Accrual Period, as such rate is published by the Term SOFR Administrator.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term

SOFR Reference Rate selected by the Facility Agent in its reasonable discretion).

“Term SOFR Determination Day” has

the meaning set forth in the definition of “Term SOFR” in this Section 1.1.

“Term SOFR Reference

Rate” means the forward-looking term rate based on SOFR as published by the Term SOFR Administrator.

“Transaction

Documents” means this Agreement, the Notes, the Sale Agreement, the Collateral Agent and Collateral Custodian Fee Letter, each Fee Letter, the Account Control Agreement, any Joinder Agreement, the Risk Retention Side Letter and the other

documents to be executed and delivered in connection with this Agreement, specifically excluding from the foregoing, however, Underlying Instruments delivered by the Borrower or the Services Provider in connection with this Agreement.

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

“UK AIFM Regulations” means the UK Alternative Investment Fund Managers Regulations 2013.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time

to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes

certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK

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

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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 3.1(b) for each day of the related Accrual Period during the Revolving Period equal to (x) the excess of the aggregate Commitments on such day over the equivalent in Dollars of the aggregate principal amount of outstanding

Advances on such day multiplied by (y) the Undrawn Fee Rate multiplied by (z) 1/360.

“Undrawn Fee

Rate” means on any day until the end of the Revolving Period, 0.25%.

“Unfunded Exposure Account” means the

collective reference to the segregated, non-interest bearing securities accounts (within the meaning of Section 8 501 of the UCC), which is created and maintained on the books and records of the Securities Intermediary identified as unfunded

exposure accounts in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties, which is established and maintained pursuant to Section 8.1(a).

“Unfunded Exposure Equity Amount” means, as of any date of determination, with respect to any Revolving Loan or Delayed

Drawdown Loan included in the Collateral, an amount equal to (i) the product of (a) the product of (x) Aggregate Unfunded Amount with respect to such Revolving Loan or Delayed Drawdown Loan multiplied by (y) the Discount

Factor (if any) assigned to such Revolving Loan or Delayed Drawdown Loan multiplied by (b) the difference of (x) 100% minus (y) the lower of the Maximum Portfolio Advance Rate and the Weighted Average Unfunded Advance

Rate, in each case, as of such date plus (ii) the product of (a) Aggregate Unfunded Amount with respect to such Revolving Loan or Delayed Drawdown Loan multiplied by (b) the difference of 100% minus the Discount

Factor (if any) assigned to such Revolving Loan or Delayed Drawdown Loan.

“Unfunded Exposure Shortfall” has the

meaning set forth in Section 8.1(a).

“Unmatured Equityholder Credit Event” means any event that, if it

continues uncured, will, with lapse of time or notice or lapse of time and notice, constitute (A) a Facility Termination Event pursuant to Section 13.1(d)(ii) or (B) a Services Provider Event of Default pursuant to clauses

(f) or (g) of the definition thereof.

“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 Services Provider Event of Default” means any event that, if it continues uncured, will, with lapse of time or

notice or lapse of time and notice, constitute a Services Provider Event of Default.

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“Unrestricted Cash” means, (a) with respect to any Loan, the meaning

of “Unrestricted Cash” or any comparable term in the Underlying Instruments for the applicable Loan and (b) in any case that “Unrestricted Cash” or such comparable term is not defined in such Underlying Instruments or

otherwise as applicable in this Agreement, cash and cash equivalents of the applicable Person available for use for general corporate purposes and not held in any reserve account or legally or contractually restricted for any particular purposes or

uses.

“Unspecified Default Waiver Material Modification” has the meaning set forth in clause (m) of the

definition of “Material Modification”.

“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. Government

Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be

closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any

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

“U.S. Special Resolution

Regimes” has the meaning set forth in Section 17.20.

“U.S. Tax Compliance Certificate” has the

meaning assigned to such term in Section 4.3(f).

“Valuation Standard” means one or a combination of

customary and usual valuation methodologies generally accepted in the pricing and valuation market to derive a fair assessment of the current “fair value” as specified below of a Collateral Obligation and without regard to any

compensation received from, or agency relationship with, any Person; provided that, such fair value shall be based on the most recent financial reporting and/or any other customary financial and other information with respect to such Collateral

Obligation including, without limitation, the following: (i) the financial performance of the Obligor of such Collateral Obligation; (ii) a fundamental analysis which may be based on discounted cash flow and a multiples-based approach

based on comparable companies in the relevant sector or another generally accepted methodology for valuing companies in the relevant sector; and (iii) the current market environment (e.g., quoted trading levels on the Collateral Obligation (if

available) and the relative trading levels and yields for debt instruments of comparable companies). For purposes of this definition, “fair value” is defined as the price that would be received when selling a Collateral Obligation in an

orderly transaction between market participants on the date of measuring such a value.

“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 7.12.

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“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 Coupon” means, as of any day, the number expressed as a percentage obtained by

dividing (i) the sum for 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 of (x) the interest rate for

each such Collateral Obligation minus the Applicable Interest Rate multiplied by (y) the Collateral Obligation Amount of each such Collateral Obligation by (ii) the Adjusted Aggregate Eligible Collateral Obligation Balance for Fixed Rate

Collateral Obligations.

“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 Eligible Collateral Obligation Amount.

“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 Principal Balance of all Eligible Collateral Obligations.

“Weighted Average

Unfunded Advance Rate” means, as of any date of determination with respect to all Eligible Collateral Obligations that are Revolving Loans and Delayed Drawdown Loans included in the Adjusted Aggregate Eligible Collateral Obligation

Balance, the number obtained by dividing (i) the amount obtained by summing the products obtained by multiplying (a) the Advance Rate of each such Revolving Loan or Delayed Drawdown Loan by (b) such Revolving Loan’s or

Delayed Drawdown Loan’s contribution to the Adjusted Aggregate Eligible Collateral Obligation Balance by (ii) the sum of all Revolving Loans’ and Delayed Drawdown Loans’ contributions to the Adjusted Aggregate Eligible

Collateral Obligation Balance.

“Withholding Agent” means the Borrower, the Facility Agent, the Collateral Agent and

the Services Provider.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution

Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In

Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any

contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a

right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under the Bail-In Legislation that are related to or ancillary to any of those powers.

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“written” or “in writing” (and other variations

thereof) means any form of written communication or a communication by means of email, telex, telecopier device 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.

(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 UCC in effect in the State of New York on the date

hereof are used herein as so defined: Accounts, Certificated Securities, Chattel Paper, Control, Deposit Account, Documents, Equipment, Financial Assets, Funds-Transfer System, General Intangibles, Indorse and

Indorsed, Instruments, Inventory, Investment Property, Proceeds, Securities Account, Securities Intermediary, Security Certificates, Security Entitlements, Security Interest and Uncertificated Securities.

(e) 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.

(f) Unless otherwise specified, each reference to any Applicable Law means such Applicable Law as amended, modified, codified,

replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law

from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision.

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(g) All calculations required to be made hereunder with respect to the

Collateral Obligations, the Maximum Availability and the Borrowing Base 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, (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 or any funding with respect to a Revolving Loan or Delayed

Drawdown Loan included in the Collateral and (z) the application of any Principal Collections on deposit in the Principal Collections Account necessary to settle all outstanding and unsettled assignments.

(h) Any use of “material” or “materially” or words of similar meaning in this Agreement shall mean

material to the ability of the Borrower or the Services Provider to perform its obligations under the Transaction Documents or to the rights and remedies of the Secured Parties under the Transaction Documents, in each case as determined by the

Facility Agent in its commercially reasonable discretion.

(i) For purposes of this Agreement, a Facility Termination Event

or Services Provider Event of Default shall be deemed to be continuing until it is waived in accordance with Section 17.2. In the event that the Borrower or the Services Provider notifies the Facility Agent that the occurrence which caused any

Facility Termination Event or Services Provider Event of Default has been cured, the Facility Agent shall consider, investigate and determine the sufficiency of such cure and notify the Borrower and the Services Provider within a reasonably prompt

period of time as to whether such Facility Termination Event or Services Provider Event of Default will be waived by the Facility Agent

and the Required Lenders in accordance with Section 17.2.

(j) Unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles

(including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Transaction Document, Borrower and Facility Agent shall negotiate in good

faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting

principles prior to such change and (ii) Borrower shall provide to the Facility Agent a written reconciliation in form and substance reasonably satisfactory to the Facility Agent, between calculations of such covenant made before and after

giving effect to such change in generally accepted accounting principles.

(k) All calculations required to be made of the

amount collected in respect of any Collateral Obligation or standing to the credit of any Account shall, if received in an Eligible Currency other than Dollars, be determined as if such amount had been converted by the Collateral Agent into Dollars

on the applicable date of determination using the Applicable Conversion Rate.

(l) For all purposes under the Transaction

Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), if any asset, right, obligation or liability of any Person becomes the asset, right, obligation

or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person.

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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. The CAD Advances shall be made solely by the CAD

Lenders, the Dollar Advances shall be made solely by the Dollar Lenders, the Euro Advances shall be made solely by the Euro Lenders and the GBP Advances shall be made solely by the GBP Lenders, in each case in accordance with

Section 2.2(d).

(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, (x) the equivalent in Dollars of the aggregate outstanding principal amount of all Advances would exceed the lowest of (i) the Facility Amount,

(ii) the Borrowing Base and (iii) the Maximum Availability or (y) the Foreign Currency Advance Amount would exceed the Foreign Currency Sublimit on such day (or the Foreign Currency Advance Amount will be less than the Foreign

Currency Sublimit, on a pro forma basis, after giving effect to such draw and the use of the proceeds of such draw). 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 Facility Agent, each Agent and the Collateral Agent of the proposed Advance at or prior to 11:00

a.m., New York City time, at least two (2) Business Days 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 (w) $500,000, 250,000 CAD, 250,000 Euros or 250,000 GBP, individually and as applicable, (x) the (1) Borrowing Base on

such day minus (2) the equivalent in Dollars of the Advances outstanding on such day, (y) the (1) Facility Amount on such day minus (2) the equivalent in Dollars of the Advances outstanding on such day and

(z) the Foreign Currency Sublimit on such day minus the Foreign Currency Advance Amount on such day, in each case, before giving effect to the requested Advance as of such date (or the Foreign Currency Advance Amount will be less than

the Foreign Currency Sublimit, on a pro forma basis, after giving effect to such draw and the use of the proceeds of such draw). Any Advance Request given by the Borrower pursuant to this Section 2.2, shall be irrevocable and

binding on the Borrower. The Facility Agent shall have no obligation to lend funds hereunder in its capacity as Facility Agent. Subject to receipt by the Collateral Agent of the Officer’s Certificate of the Borrower required under

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 the Advance Request in same day funds no later than 3:00 p.m., New York City time, on such Advance Date.

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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 for a Conduit Lender in a Lender Group, all Advances shall be made by the Committed Lenders in such Lender Group. 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 and (ii) the end of the

Revolving Period, the Borrower shall request an Advance in the amount of the Aggregate Unfunded Amount minus the amount already on deposit in the Unfunded Exposure Account. Following receipt of such Advance Request, the Lenders shall fund

such requested amount by transferring such amount directly to the Collateral Agent to be deposited into the Unfunded Exposure Account, notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to

satisfy any of the conditions precedent set forth in Section 6.2).

(d) Currency Commitment Provisions.

(i) Each Lender hereby agrees that (A) each Advance funded in CADs shall be funded in its entirety by the CAD

Lenders, (B) each Advance funded in Dollars shall be funded in its entirety by the Dollar Lenders, (C) each Advance funded in Euros shall be funded in its entirety by the Euro Lenders and (D) each Advance funded in GBPs shall be

funded in its entirety by the GBP Lenders; provided that, no Lender other than DBNY and its Affiliates shall be required to fund any Advances in any Eligible Currency (other than Dollars) in an amount greater than its Pro Rata Percentage of

the Advances to be made in such Eligible Currency. On the date of each Advance, each Lender shall purchase and sell Advances in an aggregate amount such that, after giving effect to each such purchase, each Lender owns its Pro Rata Percentage of the

Advances outstanding.

(ii) On each FX Evaluation Date (or (I) with respect to any FX Evaluation Date specified in

clause (d) of the definition thereof, on one Business Day after such FX Evaluation Date and (II) with respect to any FX Evaluation Date specified in clause (c) of the definition thereof, (A) if the Borrower or the

Services Provider has notified the Facility Agent of such Facility Termination Event and a grace period is applicable to such Facility Termination Event, on the date of such notification and (B) if the Borrower or the Services Provider has

notified the Facility Agent of such Facility Termination Event

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(X) on or before 10:00 a.m. (New York City time) and no grace period is applicable to such Facility Termination Event, on the date of such notification or (Y) after 10:00 a.m. (New York City

time) and no grace period is applicable to such Facility Termination Event, on one Business Day after the date of such notification), the Services Provider shall calculate the Borrowing Base and deliver such calculation to the Facility Agent, the

Collateral Agent and each Lender, together with each Pro Rata Percentage and the actual percentage of the Advances outstanding owing to each Lender as of such FX Evaluation Date. If (x) there is on any FX Evaluation Date specified in clauses

(a), (c) or (d) of the definition thereof, any difference or (y) there is on any FX Evaluation Date specified in clause (b) of the definition thereof, a difference of 2.5% or more, in each case between

any Lender’s actual percentage of the Advances outstanding and such Lender’s Pro Rata Percentage, then on any date of reallocation under this Section 2.2(d)(ii) pursuant to the last sentence of this paragraph, the Services

Provider shall deliver to the Facility Agent and each Lender (with a copy to the Collateral Agent) a notice in the form of Exhibit C-6 (each, an “FX Reallocation Notice”) directing each Lender (notwithstanding

Section 6.2(a)(i)) to sell to, or purchase from, as applicable, the other Lenders’ Advances in an aggregate amount such that, after giving effect to each such purchase, each Lender owns its Pro Rata Percentage of the Advances

outstanding. Each Lender agrees to comply with the direction provided in the FX Reallocation Notice. Each such purchase and sale of Advances outstanding shall occur (x) for any FX Evaluation Date specified in clause (a) of the

definition thereof, the related Funding Date and (y) for all other FX Evaluation Dates, on the second Business Day following delivery of the related FX Reallocation Notice.

(iii) Notwithstanding anything to the contrary herein, at no time shall (w) any CAD Lender have any obligation to fund any

Advance in an Eligible Currency other than CADs, (x) any Dollar Lender have any obligation to fund any Advance in an Eligible Currency other than Dollars, (y) any Euro Lender have any obligation to fund any Advance in an Eligible Currency

other than Euros or (z) any GBP Lender have any obligation to fund any Advance in an Eligible Currency other than GBPs.

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 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 rebuttable 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 paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. Each repayment shall be made in

the currency in which the Advance being repaid is denominated.

(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 Facility Agent (with a copy to

the Collateral Agent and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include

(among other things) the proposed date of such prepayment and the amount and allocation of such prepayment;

(ii) all such voluntary

partial prepayments shall be in a minimum amount of $1,000,000, 500,000 CAD, 500,000 Euros or 500,000 GBP, as applicable;

(iii) each

prepayment shall be applied on the Business Day received by the Facility Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day), on such day 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 Accrual Period to which such Distribution Date relates;

and

(iv) each prepayment shall be made in the currency in which the Advance being prepaid is denominated.

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, upon five

Business Days’ prior written notice to the Facility Agent and each Agent, permanently reduce the Facility Amount (i) in whole or in part 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) As a condition precedent to any permanent

reduction of the Facility Amount pursuant to Section 2.5(a), the Borrower shall pay to the Facility Agent, for the respective accounts of the Lenders, any applicable Reduction Fee. Notwithstanding anything to the contrary herein, no

Reduction Fee or other prepayment fee or premium shall be due in respect of any prepayment or permanent reduction of the Facility Amount occurring (i) during the continuation of a Non-Approval Event, (ii) after the Lenders have declined a

request for extension of the Revolving Period under Section 2.6 on substantially the same terms as already set forth herein,

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(iii) following acceleration of the Obligations pursuant to Section 13.2, (iv) after the 15-month anniversary of the Effective Date, (v) after the Facility Agent has

declined a request to or otherwise does not increase the Facility Amount in accordance with clause (i) of Section 2.8 or (vi) as a result of a Permitted Securitization.

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 45 days prior to the last date of the Revolving Period, deliver a written notice to each Agent (with a copy to the Facility Agent) requesting an extension of the Revolving Period for an additional twelve months (each qualifying

request, an “Extension Request”). Each Lender may approve or decline an Extension Request in its sole discretion; provided, that the Lenders shall respond to an Extension Request in writing not later than 30 days following

receipt of such Extension Request, and if any Lender does not respond in writing by the end of such 30 day period it shall be deemed to have denied such Extension Request. No request by the Borrower to extend the Revolving Period shall be considered

an “Extension Request” if such request is conditioned on an amendment to any other provision of the Transaction Documents.

Section 2.7 Calculation of Discount Factor.

(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 Facility Agent will assign (in its sole discretion) a Discount Factor for such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in

clause (b) below; provided that each Specified First Lien Loan and Specified Broadly Syndicated Loan will have an initial Discount Factor equal to 100%.

(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 Facility Agent, in its sole discretion; provided that if a Revaluation Event occurs as a result of a 1.00x increase in the Leverage Multiple for any Collateral Obligation (other than a Multiple of

Recurring Revenue Loan) (and the then-current Leverage Multiple is less than 2.00x higher than the Original Leverage Multiple), the Facility Agent may elect to decrease the Discount Factor by up to a percentage equal to (x) 1.0 minus (y)(A) the

Original Leverage Multiple divided by (B) the then-current Leverage Multiple of such Collateral Obligation; provided, further that following the occurrence of any other Revaluation Event (including without limitation another 1.00x

increase in the Leverage Multiple) after the occurrence of the first Revaluation Event subject to the foregoing proviso, the Facility Agent in its sole discretion shall determine the Discount Factor of the applicable Collateral Obligation;

provided, further that, so long as (i)(1) the then-current Leverage Multiple with respect to the Collateral Obligation subject to such Revaluation Event is less than 2.00x higher than the related Original Leverage Multiple and

(2) such Collateral Obligation was not previously subject to a Revaluation Event

orand (ii) such Collateral

Obligation is not a Multiple of Recurring Revenue Loan, the Services Provider may dispute the Discount Factor determined by the Facility Agent by retaining at the expense of the Borrower an Approved Valuation Firm to determine the Discount Factor in

accordance with the Valuation Standard no later than sixty (60) days after the date of such initial determination by the Facility Agent (any such determination not to exceed the lesser of (x) the Purchase Price paid by the Borrower for

such Collateral Obligation and (y) the outstanding

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Principal Balance of such Collateral Obligation); provided, further, that if the Facility Agent disputes the determination of the Discount Factor by such Approved Valuation Firm,

the Facility Agent may at the expense of the Borrower elect to retain a different Approved Valuation Firm to determine the Discount Factor in accordance with the Valuation Standard; provided, further, that any determination by any

Approved Valuation Firm of the Discount Factor after a Revaluation Event shall be re-calculated every six (6) months after the date of such initial determination until the Services Provider provides written notice pursuant to

Section 2.7(c) that such Revaluation Event is no longer continuing; provided further, that if a Revaluation Event pursuant to clause (p) of the definition thereof occurs, then (i) the Discount Factor of the

applicable Specified Broadly Syndicated Loan may be amended to be the lower of (x) the Market Value of such Specified Broadly Syndicated Loan as of such date of determination and (y) the Purchase Price (expressed as percentage of par) of

such Specified Broadly Syndicated Loan and (ii) if, after giving effect to clause (i) above, the applicable Specified Broadly Syndicated Loan has a Market Value that exceeds 90% for 30 consecutive days (as agreed between the

Borrower and the Facility Agent), then the Borrower may request that the Facility Agent amend the Discount Factor of such Specified Broadly Syndicated Loan, which amendment shall be in the Facility Agent’s sole discretion; provided

further, that if a Revaluation Event pursuant to clause (s) of the definition thereof occurs at a sale price that (i) exceeds 80.0% (expressed as a percentage of par), the Discount Factor of the applicable Collateral Obligation

may be amended to be no less than the lower of (x) the sale price of the applicable portion of such Collateral Obligation and (y) the Purchase Price of such Collateral Obligation or (ii) does not exceed 80.0% (expressed as a

percentage of par), the Discount Factor of the applicable Collateral Obligation may be amended by the Facility Agent in its sole discretion. If any additional Revaluation Event occurs with respect to any Collateral Obligation, the Discount Factor of

such Collateral Obligation may be amended by the Facility Agent, in its sole discretion, and the Services Provider may dispute such Discount Factor to the extent permitted under the preceding sentence (any such determination not to exceed the lesser

of (x) the Purchase Price paid by the Borrower for such Collateral Obligation and (y) the outstanding Principal Balance of such Collateral Obligation). In the event more than one Discount Factor has been determined by Approved Valuation

Firms for any Collateral Obligation in accordance with this clause (b), the Discount Factor for such Collateral Obligation shall be recalculated by the Facility Agent as average of the valuations provided by the Approved Valuation Firms (such

determination not to exceed the lesser of (x) the Purchase Price paid by the Borrower for such Collateral Obligation and (y) the outstanding Principal Balance of such Collateral Obligation). To the extent the Services Provider has actual

knowledge (after reasonable inquiry) or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Services Provider shall give prompt notice thereof to the Facility Agent (but, in any event, not later than two

Business Days after it receives notice or gains actual knowledge thereof). Notwithstanding anything above to the contrary, the Services Provider shall not dispute a Revaluation Event if such Revaluation Event is caused by the applicable Collateral

Obligation becoming a Defaulted Collateral Obligation.

change, the Services Provider may provide written notice of such changed circumstance to the Facility Agent, and if no Revaluation Event shall then be continuing for such Collateral Obligation, the Facility Agent shall in its sole discretion

re-evaluate the Discount Factor for such Collateral Obligation.

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(d) No revised Discount Factor determined pursuant to this

Section 2.7 shall be effective until the Facility Agent has provided written notice of such revised Discount Factor to the Borrower, the Services Provider, each Agent and the Collateral Agent.

Section 2.8 Increase in Facility Amount. The Borrower may, with the prior written consent of the Facility Agent (which consent may be

conditioned on one or more conditions precedent in its sole discretion), (i) request an increase of the Facility Amount to an amount up to $250,000,000, to be effected by increasing the Commitment of one or more existing Lender Groups with the

prior written consent of each Lender Group that is increasing its Commitment (pro rata, unless otherwise approved by the Facility Agent) and/or adding additional Lender Groups, (ii) add additional Lender Groups and/or (iii) increase

the Commitment of any Lender Group with the prior written consent of such Lender Group, in each case which shall increase the Facility Amount by the amount of the Commitment of each such existing or additional Lender Group. Notwithstanding anything

herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to

increase its Commitment. Any new Lender Group shall execute a Joinder Agreement (with a copy to the Collateral Agent and the Services Provider); provided that if DBNY, after giving effect to the Joinder Agreement of any Lender Group, has a

Commitment that constitutes less than 35% of the Facility Amount, then the Borrower shall consent to such new Lender Group (which may occur by the Borrower’s execution of the related Joinder Agreement). Notwithstanding the foregoing, no such

increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will be less than 35% of the Facility Amount.

Section 2.9 Defaulting Lenders.

(a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as

that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i) any payment of principal,

interest, fees or other amounts received by the Collateral Custodian for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be determined by the Facility

Agent and advised to the Collateral Custodian in writing as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Facility Agent hereunder; second, as the Borrower may request (so long as no Facility

Termination Event or Unmatured Facility Termination Event exists (except to the extent caused by such Defaulting Lender, as determined by the Borrower in its sole discretion)), to the funding of any Advance in respect of which such Defaulting Lender

has failed to fund its portion thereof as required by this Agreement, as determined by the Services Provider, the Facility Agent or the Collateral Agent; third, if so determined by the Facility Agent and the Borrower, to be held in a

non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund future Advances under this Agreement; fourth, to the payment of any amounts owing to the other Lenders as a result of any

judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Facility Termination Event or Unmatured Facility

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Termination

Event exists (except to the extent caused by such Defaulting Lender, as determined by the Facility Agent in its sole discretion), to the payment of any amounts owing to the Borrower as a

result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to that Defaulting

Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Advances in respect of which such Defaulting Lender has not fully funded its appropriate share,

such payment shall be applied solely to pay the Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of such Defaulting Lender. Any payments, prepayments or other amounts paid or

payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.9 shall be deemed paid to and redirected by such Defaulting Lender, and each

Lender irrevocably consents hereto; and

(ii) for any period during which such Lender is a Defaulting Lender, such

Defaulting Lender shall not be entitled to receive any Undrawn Fee or Make-Whole Fee for any period during which that Lender is a Defaulting Lender (and under no circumstance shall the Borrower retroactively be or become required to pay any such fee

that otherwise would have been required to have been paid to such Defaulting Lender).

(b) If the Facility Agent and the

Borrower determine in their respective sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Facility Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice

and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), such Lender will, to the extent applicable, purchase that portion of Advances outstanding of the other Lenders or take such other

actions as the Facility Agent may determine to be necessary to cause the Advances to be held on a pro rata basis by the Lenders, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made

retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no

change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.10 Borrowing Base Deficiency Payments. If, on any day prior to a Facility Termination Date (i) a Borrowing Base

Deficiency exists, then the Borrower may cure such Borrowing Base Deficiency (in whole or in part) by pledging Specified BB Collateral Obligations (including by acquiring any Specified BB Collateral Obligation such that it becomes subject to the

grant of security interest pursuant to Section 12.1) by (x) providing notice to the Facility Agent and the Collateral Agent that it intends to pledge any Specified BB Collateral Obligations in order to cure a Borrowing Base

Deficiency and (y) delivering a Borrowing Base calculation to the Facility Agent that shows the addition of such Specified BB Collateral Obligation to the Borrowing Base; provided that the characteristics of such Specified BB Collateral

Obligation (e.g., amount, Discount Factor, etc.) shall be as set forth in the related Asset Approval Notice or (ii) a Specified Limited Borrowing Base Deficiency exists (including immediately after a partial cure of a Borrowing Base Deficiency

pursuant to clause (i) or through a contribution of cash or sale of

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assets), then the Borrower may also cure such Specified Limited Borrowing Base Deficiency by pledging Specified Broadly Syndicated Loans or Specified First Lien Loans that, as of such date of

determination, satisfy clauses (b) and (c) of the definition of Specified BB Collateral Obligation; provided that any such cure pursuant to this clause (ii) must cure the outstanding Specified Limited

Borrowing Base Deficiency in full. The foregoing is without prejudice to the Borrower’s ability to otherwise cure a Borrowing Base Deficiency in whole or in part as permitted under this Agreement, including through receipt of a contribution

(with or without an Equity Cure Notice) to its equity of cash, sale of assets or otherwise.

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 outstanding 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 amount permitted by Applicable Law.

(b) The Borrower shall pay the

Undrawn Fee on the dates specified in Section 3.2.

Section 3.2 Yield and Undrawn Fee Distribution Dates. Yield accrued

on each Advance (including any previously accrued and unpaid Yield) and (as applicable) the Make-Whole Fee and the Undrawn Fee shall be payable, without duplication:

(a) on the Facility Termination Date;

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

Section 3.3 Yield Calculation. The Advances 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 amount of Advances 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 (x) with respect to Dollar Advances and Euro Advances, 360 days, provided that the Yield for any Note accruing interest at the Alternate Base

Rate shall be computed on the basis of the actual number of days elapsed over a year comprised of 365 or 366 days, as applicable, and (y) with respect to Advances for any Eligible Currency other than Dollars or Euros, 365 days.

Section 3.4 Computation of Yield, Fees, Etc. Each Agent (on behalf of its respective Lender Group) and the Facility 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 fifth (5th) Business Day following the end of the related Accrual Period. Such reporting may also include an accounting of any amounts due and payable pursuant to Sections 4.3 and 5.1.

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ARTICLE IV

PAYMENTS; TAXES

Section 4.1

Making of Payments. Subject to, and in accordance with, the provisions hereof and Section 2.4 or Section 8.3(a), as applicable, 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) no later than 3:00 p.m., New York City time, on the day when due in the applicable Eligible Currency 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 the next following Business Day. The respective Agent for each Lender Group shall allocate to the Lenders in its Lender Group each payment in respect of the

Advances received by the respective Agent as provided by Section 8.3(a) or Section 2.4, as applicable. 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 such Yield and Undrawn Fee 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.

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 Facility Agent timely reimburse it for the payment of, any Other Taxes.

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each Recipient, on the next succeeding Distribution Date after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.3)

payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed

or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Facility Agent), or by the Facility Agent on its own behalf or on behalf of a Lender,

shall be conclusive absent manifest error.

(d) Indemnification by the Lenders. Each Lender shall severally

indemnify the Facility Agent, on the next succeeding Distribution Date 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 Facility 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 Facility 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 Facility Agent shall be conclusive

absent manifest error. Each Lender hereby authorizes the Facility 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 Facility Agent to the Lender from any other

source against any amount due to the Facility 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 Facility 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 Facility Agent.

(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 Facility Agent, at the time or times reasonably requested by the Borrower or the Facility Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Facility

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 Facility Agent, shall deliver such other documentation prescribed by

Applicable Law or reasonably requested by the Borrower or the Facility Agent as will enable the Borrower or the Facility 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.

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(ii) Without limiting the generality of the foregoing:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Facility 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 Facility Agent) executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup

withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and

the Facility 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 Facility Agent) whichever of the following is applicable:

(I) in the case of a Foreign Lender claiming

the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, 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;

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

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c)

of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent

shareholder” of the Borrower within the meaning of Section 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 copies 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 copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable), 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;

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deliver to the Borrower and the Facility 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 Facility Agent) executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such

supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Facility 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 Facility

Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Facility 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 Facility Agent as may be necessary for the Borrower and the Facility 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 clause (D), “FATCA” shall include any amendments made to FATCA after

the date of this Agreement.

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 Facility 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

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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 Facility 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.

(i) Defined Terms. For purposes of this Section 4.3, the term “Applicable Law” includes FATCA.

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 (other than with respect to Taxes) to the Facility Agent, any Agent, any Lender, or any 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 (other than with respect to Taxes) by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in

clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income 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 Facility Agent pursuant to Section 5.1(d), on behalf of such Affected Person, pay to the Facility 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.

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(b) If either (i) the introduction of or any change following the date

hereof in or in the interpretation, administration or application arising following the date hereof of any law, guideline, rule or regulation, directive or request or (ii) the compliance by any Affected Person with any law, guideline, rule,

regulation, directive or request following the date hereof, from any central bank, any Official Body or agency, including, without limitation, compliance by an Affected Person with any request or directive regarding capital adequacy or liquidity,

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 pursuant to Section 5.1(d), the Borrower shall pay the Facility Agent on behalf of such Affected Person such additional amounts as will compensate such Affected Person for

such reduction but only to the extent there are amounts available therefore on any given day pursuant to Section 8.3(a).

(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 Facility Agent pursuant to Section 5.1(d), the Borrower shall pay to the Facility Agent, for the benefit of such Affected Person, such amount as will, in the determination of

such Affected Person, compensate such Affected Person therefor but only to the extent that there are amounts available therefor on any given day pursuant to Section 8.3(a).

(d) In determining any amount provided for in this Section 5.1, the Affected Person may use any reasonable

averaging and attribution methods. The Facility 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 evidence of such amount 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 Facility Agent, on behalf of the Lenders, shall have received the following, each in form and substance reasonably satisfactory to the Facility Agent:

(a) Transaction Documents. This Agreement and each other Transaction Document (other than the Collateral Agent and

Collateral Custodian Fee Letter), in each case duly executed by each party thereto;

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(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;

Pledged Accounts. Evidence that each Pledged Account has been established;

(d) Resolutions. Certified copies of

the resolutions of the board of managers (or similar items) of the Borrower, the Equityholder and the Services Provider approving the Transaction Documents to be delivered by it hereunder and the transactions contemplated hereby, certified by its

secretary or assistant secretary or other authorized officer;

(e) Organizational Documents. The certificate of

formation (or similar organizational document) of each of the Borrower, the Equityholder and the Services Provider certified by the Secretary of State of its jurisdiction of organization; and a certified, executed copy of the Borrower’s, the

Equityholder’s and the Services Provider’s organizational documents;

(f) Good Standing Certificates.

Good standing certificates for each of the Borrower, the Equityholder and the Services Provider issued by the applicable Official Body of its jurisdiction of organization;

(g) Incumbency. A certificate of the secretary or assistant secretary of each of the Borrower, the Equityholder and the

Services Provider 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 Facility 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 Latham & Watkins LLP, counsel for the Borrower, the Equityholder and the

Services Provider, Eversheds Sutherland (US) LLP, counsel for the Equityholder and the Services Provider, Nixon Peabody LLP, counsel for the Collateral Agent and the Collateral Custodian, each in form and substance reasonably satisfactory to the

Facility Agent covering such matters as the Facility 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 Facility Agent shall have received (i) the results of a recent search by a Person

satisfactory to the Facility 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 Facility 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 Facility Agent;

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(l) Payment of Fees. The Facility 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 the formation date of the Equityholder and no litigation shall have commenced which, if successful, could have a Material Adverse Effect;

(n) Financial Statements. The Facility Agent has received the most recently available copies of the financial statements

and reports described in Section 7.5(j) (to the extent available) certified by a Responsible Officer of the Equityholder 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;

(o) Compliance. The Facility Agent, the Lenders and the

Collateral Custodian shall have received sufficiently in advance of the Effective Date, all documents and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and

regulations, including the USA Patriot Act;

(p) Beneficial Ownership Certification. The Facility Agent shall have

received the Beneficial Ownership Certification in respect of the Borrower; and

(q) Other. Such other approvals,

documents, opinions, certificates and reports as the Facility Agent may reasonably request.

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 (other than in

connection with an Advance made pursuant to Section 2.2(c)), (ii) no Services Provider Event of Default or Unmatured Services Provider Event of Default shall have occurred and be continuing or will result from the making of such

Advance or Reinvestment (other than in connection with an Advance made pursuant to Section 2.2(c)), (iii) the representations and warranties of the Borrower and the Services Provider contained herein and 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(or, if applicable, such earlier specified date), (iv) no Specified Borrowing Base Breach shall have occurred and be continuing, and (v) after giving effect to such Advance or

Reinvestment (and any purchase of Eligible Collateral Obligations in connection therewith), (A) the equivalent in Dollars of the aggregate principal amount of all Advances outstanding will not exceed the Borrowing Base, the Maximum Availability

or the Facility Amount and (B) the Foreign Currency Advance Amount will not exceed the Foreign Currency Sublimit (or the Foreign Currency Advance Amount will be less than the Foreign Currency Sublimit, on a pro forma basis, after giving

effect to such draw and the use of the proceeds of such draw);

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(b) Requests. (i) In connection with the funding of any Advance

pursuant to Section 2.2(a), the Collateral Agent, each Agent and the Facility 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 Facility 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;

Period shall not have ended;

(d) Document Checklist. The Facility Agent, each 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, each Agent and the Facility Agent shall have received an

Officer’s Certificate of the Borrower or the Services Provider (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 (A) the aggregate principal amount of all outstanding Advances shall not exceed the Borrowing Base, the Maximum Availability or the Facility

Amount and (B) the Foreign Currency Advance Amount shall not exceed the Foreign Currency Sublimit, in each case calculated as of the Funding Date as if the Collateral Obligations purchased by the Borrower on such Funding Date were owned by the

Borrower (or the Foreign Currency Advance Amount will be less than the Foreign Currency Sublimit, on a pro forma basis, after giving effect to such draw and the use of the proceeds of such draw);

(f) Collateral Quality Tests, Minimum Equity Condition. The Collateral Agent, each Agent and the Facility Agent shall

have received an Officer’s Certificate of the Borrower (or the Services Provider on behalf of the Borrower) (which may be included as part of the Advance Request or Reinvestment Request) computed as of the proposed Funding Date, 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 all of the Collateral Quality Tests and the Minimum Equity Condition are satisfied (or, in

connection with a Reinvestment, if any such Collateral Quality Test is not satisfied, it is maintained or improved immediately after giving effect to such Reinvestment);

(g) Hedging Agreements. The Facility 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;

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(h) Facility Agent Approval. In connection with the acquisition of

any Collateral Obligation by the Borrower or the incremental pledge of any Collateral Obligation owned by the Borrower, (1) the Borrower shall have received in connection with the acquisition of any Collateral Obligation other than a Specified

First Lien Loan, Specified Broadly Syndicated Loan or any Specified BB Collateral Obligation, an Asset Approval Notice with respect to such Collateral Obligation from the Facility Agent (it being understood that the Borrower must have received an

Asset Approval Notice in connection with the original acquisition of any Specified BB Collateral Obligation) and (2) the Borrower (or the Services Provider on its behalf) shall have given electronic notice back to the Facility Agent that it

acknowledges and agrees to the terms set forth in the related Asset Approval Notice; provided that the Borrower may request at any time that the Facility Agent approve any Specified Broadly Syndicated Loan by submitting the applicable Asset

Approval Request, and upon the Borrower receiving the related Asset Approval Notice, such Specified Broadly Syndicated Loan shall no longer be considered a Specified Broadly Syndicated Loan;

(i) Permitted Use. The proceeds of any Advance or Reinvestment will be used solely by the Borrower for general corporate

purposes consistent with the terms hereof, which, for the avoidance of doubt, include dividends and distributions to the Equityholder permitted pursuant to Section 10.16, or to acquire Collateral Obligations as identified on the

applicable Asset Approval Request or to satisfy any unfunded commitments in connection with any Revolving Loan or a Delayed Drawdown Loan; provided, that in the event that the proceeds of any Advance are not used to settled the pending

acquisition of Eligible Collateral Obligations within ten (10) Business Days of the related Funding Date, such proceeds shall be returned to the Facility Agent no later than the next Business Day and such repayment shall be deemed a voluntary

repayment of Advances outstanding and not, for the avoidance of doubt, a permanent reduction of the Facility Amount;

(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 Services Provider (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 Services Provider shall report the Approved Valuation Firm, appraisal metric and Appraised Value for such

Collateral Obligation to the Facility Agent (with a copy to each Agent) in the Advance Request or Reinvestment Request, as applicable, related to such Collateral Obligation;

(k) Borrower’s Certification. The Borrower shall have delivered to the Collateral Agent, each Agent and the

Facility 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;

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(l) Rating Letters. Solely with respect to the initial advance to be

made by each Conduit Lender, each applicable Agent shall have received a letter from each applicable Rating Agency confirming its rating of such Conduit Lender;

(m) Equity Contribution. On or prior to the date of the initial Advance hereunder, the Facility Agent shall have

received satisfactory evidence that the Equityholder has contributed Eligible Collateral Obligations with an aggregate Collateral Obligation Amount (minus the amount of each Collateral Obligation included in the Excess Concentration Amount)

and/or cash credited to the Principal Collection Account in an aggregate amount of at least $30,000,000;

(n) Collateral

Agent and Collateral Custodian Fee Letter. On or prior to the date of the initial Advance hereunder, the Facility Agent shall have received the Collateral Agent and Collateral Custodian Fee Letter duly executed by each party thereto;

(o) Borrowing Base Model. The Borrower or the Services Provider have delivered an Excel Borrowing Base model to the

Facility Agent and Lenders in connection with such Advance Request; and

(p) Other. The Facility Agent shall have

received such other approvals, documents, opinions, certificates and reports as it may request, which request is reasonable as to scope, 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 delivered to it in physical form to its office located at 1776 Heritage Drive, North Quincy, Massachusetts 02171.

(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 or the Services Provider shall direct or cause the acquisition of any Collateral Obligation or Permitted Investment, the Borrower or the Services Provider shall, if such Permitted Investment or, in the case of a

Collateral Obligation, the related promissory note or assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Collateral Obligation File”,

cause the delivery of such Permitted Investment or, in the case of a Collateral Obligation, the related promissory note or assignment documentation in accordance with the requirements set forth in the definition of “Collateral Obligation

File” to the Collateral Custodian to be maintained by the Collateral Custodian (on behalf of the Collateral Agent for the benefit of the Secured Parties) in its continuous possession at its address set forth in Section 6.3(a)

above.

by the Borrower to be transferred to the Collateral Agent 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)):

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(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 Certificated Security to the Collateral Custodian at its address set

forth in Section 6.3(a) above and (B) causing the Collateral Custodian to maintain (on behalf of the Collateral Agent for the benefit of the Secured Parties) continuous possession of such Instrument or Certificated Security at its

address set forth in Section 6.3(a) above;

(ii) in the case of an Uncertificated Security, by (A) causing the Collateral

Custodian to become the registered owner of such Uncertificated Security and (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 applicable Pledged Account; and

(iv) in the case of General Intangibles (including any Collateral Obligation or Permitted Investment not evidenced by an Instrument) by

filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Collateral Agent as secured party and describing the Collateral Obligation or Permitted Investment (or a description of “all

assets” of the Borrower) as the collateral at the filing office of the Secretary of State of the State of Delaware.

ARTICLE VII

ADMINISTRATION AND Management OF COLLATERAL OBLIGATIONS; THE EQUITYHOLDER

Section 7.1 Retention and Termination of the Services Provider. The servicing, administering and collection of the Collateral

Obligations shall be conducted by the Person designated as Services Provider from time to time in accordance with this Section 7.1. Subject to early termination due to the occurrence of a Services Provider Event of Default or as

otherwise provided below in this Article VII, the Borrower hereby designates Blue Owl Technology Finance Corp., and Blue Owl Technology Finance Corp. hereby agrees to serve, as Services Provider pursuant to this Agreement for as long as

required hereunder. The Services Provider is not an agent of the Facility Agent, any Agent or any Lender.

Section 7.2 Resignation and

Removal of the Services Provider; Appointment of Successor Services Provider. (a) If a Services Provider Event of Default shall occur and be continuing, the Facility Agent by written notice given to the Services Provider, may terminate all

of the rights and obligations of the Services Provider and appoint a successor pursuant to the terms hereof. In addition, if the Services Provider is terminated upon the occurrence of a Services Provider Event of Default, the Services Provider

shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor servicer copies of its Records

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within five (5) Business Days (or such longer period as agreed in writing by the Facility Agent in its sole discretion) after demand therefor and a computer tape or diskette (or any other

means of electronic transmission acceptable to such successor servicer) containing as of the close of business on the date of demand all of the data maintained by the Services Provider in computer format in connection with servicing the Collateral

Obligations.

(b) The Services Provider shall not resign from the obligations and duties imposed on it by this Agreement as

Services Provider.

with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Services Provider shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Services Provider,

or (iv) succeeding to the business of the Services Provider in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Services Provider under this Agreement and, whether or not such assumption

agreement is executed, shall be the successor to the Services Provider under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the

contrary notwithstanding.

(d) Subject to the last sentence of this Section 7.2(d), until a successor Services

Provider has commenced servicing activities in the place of the Services Provider being replaced, such Services Provider being replaced shall continue to perform the obligations of the Services Provider hereunder. On and after the termination of the

Services Provider pursuant to this Section 7.2, the successor servicer appointed by the Facility Agent shall be the successor in all respects to the Services Provider in its capacity as Services Provider under this Agreement and the

transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Services Provider by the terms and

provisions of this Agreement. The Services Provider agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor

servicer for the administration by it of all cash amounts that shall at the time be held by the Services Provider for deposit, or have been deposited by the Services Provider, or thereafter received with respect to the Collateral Obligations and the

delivery to any successor servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor

servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary and to the extent permitted by Applicable Law without causing the Services Provider to have liability, the termination of the Services Provider

shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Services Provider.

(e) At any time, the Facility 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 Services Provider and the Facility Agent.

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Section 7.3 Duties of the Services Provider. The Services Provider shall manage,

service, administer and make collections on the Collateral Obligations and perform the other actions required to be taken by the Services Provider in accordance with the terms and provisions of this Agreement and the Servicing Standard.

(a) The Services Provider shall take or cause to be taken all such actions, as may be reasonably necessary or advisable to

attempt to recover Collections from time to time, all in accordance with (i) Applicable Law, (ii) the applicable Collateral Obligation and its Underlying Instruments and (iii) the Servicing Standard. The Borrower hereby appoints the

Services Provider, from time to time designated pursuant to Section 7.1, as agent for itself and in its name to enforce and administer its rights and interests in the Collections and the related Collateral Obligations.

(b) The Services Provider shall administer the Collections in accordance with the procedures described herein. The Services

Provider shall (i) instruct all Obligors (and related agents) to deposit Collections directly into the Collection Account, (ii) deposit all Collections received directly by it into the Collection Account within one (1) Business Day of

receipt thereof and (iii) cause the Equityholder and each administrative agent that is Affiliated with it to deposit all Collections received directly by the Equityholder or Affiliate into the Collection Account within two (2) Business

Days of receipt thereof. The Services Provider shall identify all Collections as either Principal Collections or Interest Collections, as applicable. The Services Provider shall make such deposits or payments by electronic funds transfer through the

Automated Clearing House system, or by wire transfer. The Services Provider may, on any date, instruct the Collateral Agent to convert funds on deposit in the Collection Account into any Eligible Currency using the Applicable Conversion Rate if,

after giving effect to such exchange, (i) the Borrower is in compliance with the Borrowing Base, the Maximum Availability and the Foreign Currency Sublimit (after giving effect to all conversions and payments being made in connection with such

Distribution Date) and (ii) the Borrower will have sufficient amounts in the Eligible Currency being converted to pay all amounts payable (calculated on a pro forma basis) in such Eligible Currency on such Distribution Date. Such

requirements shall be deemed satisfied upon delivery of instructions in respect thereof from the Services Provider to the Collateral Agent.

(c) The Services Provider shall maintain for the Borrower and the Secured Parties in accordance with their respective interests

all Records that evidence or relate to the Collections not previously delivered to the Collateral Agent and shall, as soon as reasonably practicable upon demand of the Facility Agent, make available, or, upon the occurrence and during the

continuation of a Services Provider Event of Default, deliver to the Facility Agent (with a copy to each Agent) copies of all material Records in its possession which evidence or relate to the Collections.

(d) The Services Provider shall, as soon as practicable following receipt thereof, turn over to the applicable Person any cash

collections or other cash proceeds received with respect to each Collateral Obligation that does not constitute a Collateral Obligation or was paid in connection with a Retained Interest.

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(e) On each Measurement Date, (i) the Services Provider (on behalf of

the Borrower) shall monitor the status of each Eligible Collateral Obligation as of such date and provide notice of any change in the status of any Eligible Collateral Obligation to the Collateral Agent and, as a consequence thereof, Collateral

Obligations that were previously Eligible Collateral Obligations on a prior Measurement Date may be excluded from the Aggregate Eligible Collateral Obligation Amount on such Measurement Date and (ii) the Services Provider shall provide to the

Facility Agent the updated Borrowing Base model in the form agreed pursuant to Section 6.2(o).

(f) The

Services Provider may, with the prior written consent of the Facility Agent, execute any of its duties under this Agreement and the other Transaction Documents by or through its subsidiaries, affiliates, agents or attorneys in fact; provided

that, it shall remain liable for all such duties as if it performed such duties itself.

Section 7.4 Representations and Warranties of

the Services Provider. The Services Provider represents, warrants and covenants as of the Effective Date and each Funding Date as to itself:

(a) Organization and Good Standing. It has been duly organized and is validly existing as a corporation in good standing

under the laws of its jurisdiction of 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;

(b) Due Qualification. It is duly qualified to do business as a corporation in good standing and has obtained all

necessary licenses and approvals in all jurisdictions where the failure to do so would have a Material Adverse Effect;

(c)

Power and Authority. It has the power, authority and legal right to execute and deliver this Agreement and the Transaction Documents to which it is a party (in any capacity) and to perform its obligations hereunder and thereunder; and the

execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party (in any capacity) have been duly authorized by the Services Provider by all necessary corporate action;

(d) Binding Obligations. This Agreement and the Transaction Documents to which it is a party (in any capacity) have been

duly executed and delivered by the Services Provider and, assuming due authorization, execution and delivery by each other party hereto and thereto, constitute its legal, valid and binding obligations enforceable against it 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;

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(e) No Violation. The execution, delivery and performance of this

Agreement and the Transaction Documents to which it is a party (in any capacity), the consummation of the transactions contemplated thereby and the fulfillment of the terms thereof do not (A) conflict with, result in any breach of any of the

terms and provisions of, its organizational documents, (B) conflict with, or result in any breach or default under, any indenture, agreement, mortgage, deed of trust or other instrument to which it is a party or by which it or its properties

are bound, (C) result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such material indenture, agreement, mortgage, deed of trust or other instrument (except as may be created pursuant

to this Agreement or any other Transaction Document), or (D) violate in any material respect any Applicable Law except, in the case of subclauses (B), (C) and (D), to the extent that such occurrence would not

reasonably be expected to have a Material Adverse Effect;

(f) No Proceedings. There are no proceedings or

investigations pending or, to the best of the Services Provider’s knowledge (after reasonable inquiry), threatened against it, before any Official Body having jurisdiction over it or its properties (A) asserting the invalidity of any of

the Transaction Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents or (C) seeking any determination or ruling that would reasonably be expected to have a Material Adverse

Effect;

(g) No Consents. No consent, license, approval, authorization or order of, or registration, declaration or

filing with, any Official Body having jurisdiction over it or any of its properties is required to be made in connection with the execution, delivery or performance of this Agreement and the Transaction Documents to which it is a party (in any

capacity) or the consummation of the transactions contemplated thereby, in each case other than (A) consents, licenses, approvals, authorizations, orders, registrations, declarations or filings which have been obtained or made and continuation

statements and renewals in respect thereof and (B) where the lack of such consents, licenses, approvals, authorizations, orders, registrations, declarations or filings would not have a Material Adverse Effect;

(h) Reserved;

(i) Information True and Correct. All information heretofore or hereafter furnished by or on behalf of the Services

Provider in writing to any Lender, the Collateral Agent or the Facility Agent in connection with this Agreement or any transaction contemplated hereby is and will be (when taken as a whole), as of the date such information is furnished, true and

correct in all material respects (or, if not prepared by or under the direction of the Services Provider, true and correct in all material respects to the knowledge of the Services Provider (after reasonable inquiry)) and does not and will not omit

to state a material fact necessary to make the statements contained therein not misleading (or, if not prepared by or under the direction of the Services Provider, does not omit to state such a fact to the knowledge of the Services Provider (after

reasonable inquiry)). The Services Provider (i) will not furnish (and has not furnished) any such information to any Lender, the Collateral Agent, any Agent or the Facility Agent in connection with this Agreement or any transaction contemplated

hereby that it knows (or knew) (after reasonable inquiry) to be incorrect at the time such information is (or was) furnished in any material respect and (ii) has informed (or will inform) the applicable Lender, the Collateral Agent, the

applicable Agent or the Facility Agent, as applicable, of any such information which it found after such information was furnished to be incorrect in any material respect when furnished;

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(j) Financial Statements. The Services Provider has delivered to each

Lender complete and correct copies of (A) the audited consolidated financial statements of the Services Provider for the fiscal year most recently ended and (B) the audited consolidated financial statements of the Services Provider for the

fiscal quarter most recently ended, in each case when so required under Section 7.5(j). Such financial statements (including the related notes) fairly present the financial condition of the Services Provider as of the respective dates

thereof and the results of operations for the periods covered thereby, each in accordance with GAAP. There has been no material adverse change in the business, operations, financial condition, properties or assets of the Services Provider since the

most recent Determination Date with respect to the most recently delivered financial statements under this clause (j) other than to the extent disclosed to and approved by the Facility Agent. Notwithstanding the foregoing, the obligations under

this clause (j) may be satisfied with respect to financial and other information of the Services Provider by furnishing (A) the applicable financial statements or other materials or (B) the Services Provider’s Form 10-K,

10-Q, 8-K or other filing, as applicable, filed with the SEC and the public filing of such report with the SEC shall constitute delivery under this clause (j);

(k) Eligibility of Collateral Obligations. All Collateral Obligations included as Eligible Collateral Obligations in the

most recent calculation of any Borrowing Base required to be determined hereunder were Eligible Collateral Obligations as of the date of such calculation;

(l) Collections. The Services Provider acknowledges that all Collections received by it or its Affiliates (other than

any Excluded Amount) are held and shall be held in trust for the benefit of the Secured Parties until deposited into the Collection Account;

(m) Reserved.

(n) Solvency. The Services Provider is not the subject of any Insolvency Event. The transactions under this Agreement

and any other Transaction Document to which the Services Provider is a party do not and will not render the Services Provider not solvent;

(o) Exchange Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or the other

Transaction Documents (including, without limitation, the use of the Proceeds from the pledge of the Collateral) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including,

without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II;

(p) No Injunctions. No injunction, writ, restraining order or other order of any nature materially adversely affects the

Services Provider’s performance of its obligations under this Agreement or any Transaction Document to which the Services Provider is a party; and

(q) 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.

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Section 7.5 Covenants of the Services Provider. Until the date on or after the

Facility Termination Date on which the Commitments have been terminated in full and the Obligations (other than contingent Obligations for which no claim has been made) shall have been repaid in full:

(a) Compliance with Agreements and Applicable Laws. The Services Provider shall 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 Services

Provider shall: (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 incorporation and (B) qualify

and remain qualified as a 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.

entries shall be made of all financial transactions and the assets and business of the Services Provider 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) ERISA.

The Services Provider shall give the Facility Agent and each Lender prompt written notice of any ERISA Event that, alone or together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect.

(e) Compliance with Collateral Obligations and Servicing Standard. The Services Provider shall, at its expense, timely

and fully perform and comply with all material provisions, covenants and other promises required to be observed by the Services Provider under any Collateral Obligations (except, in the case of a successor Services Provider, 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 Servicing Standard in all material respects with respect to all Collateral Obligations.

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(f) Maintain Records of Collateral Obligations. The Services Provider

shall, 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 Services Provider shall maintain its computer systems so that, from and after the time of sale of any Collateral Obligation to the Borrower, the Services Provider’s master computer records (including any back-up archives) that refer to such Collateral Obligation shall indicate the interest of the Borrower and the Collateral Agent in such Collateral Obligation and that such Collateral Obligation is owned by the

Borrower and has been pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement.

(g) Liens. The Services Provider shall not create, incur, assume or permit to exist any Lien on or with respect to any

of its rights under any of the Transaction Documents, whether with respect to the Collateral Obligations or any other Collateral other than Permitted Liens; provided, that the Services Provider shall be permitted to pledge its rights to any

fees, expenses or other amounts to which it is entitled hereunder and any rights related thereto, including claims, rights and interests therein and all substitutions for, additions and accessions to and proceeds thereof, any related accounts and

any rights of collection.

(h) Mergers. The Services Provider shall not 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 Services Provider shall be permitted to merge with any entity so long

as the Services Provider remains the surviving entity of such merger and such merger does not result in a Change of Control. The Services Provider shall give prior written notice of any merger to the Facility Agent and each Agent.

(i) Investment Management Obligations. The Services Provider will not (i) agree to any amendment, waiver or other

modification of any Transaction Document to which it is a party and to which the Facility Agent is not a party without the prior written consent of the Facility Agent, (ii) agree or permit the Borrower to agree to a Material Modification with

respect to any Collateral Obligation if a Facility Termination Event has occurred without the prior written consent of the Facility Agent, other than as provided in Section 10.18, (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) following the occurrence of an Equityholder Credit Event, agree to

any amendment or modification with respect to any Collateral Obligation without the prior written consent of the Facility Agent.

(j) Financial Reports. The Services Provider shall furnish, or cause to be furnished, to the Facility Agent and each

Agent:

(i) as soon as available and in any event within 120 days after the end of each fiscal year, a copy of the audited consolidated

financial statements for the prior year for the Services Provider and its consolidated Subsidiaries, certified by Independent Accountants (the report of which shall be unqualified), together with consolidating financial statements for the Services

Provider certified by an Executive Officer of the Services Provider with appropriate knowledge stating that the information set forth therein fairly presents the financial condition of the Services Provider and its consolidated Subsidiaries as of

and for such fiscal year, with all such financial statements being prepared in accordance with GAAP applied consistently throughout the period involved (except for changes in the application of GAAP approved by such accountants in accordance with

GAAP and disclosed therein); and

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(ii) as soon as available and in any event within 60 days after the end of each fiscal

quarter of each fiscal year (other than the last fiscal quarter of each fiscal year), an audited consolidated and consolidating balance sheet of the Services Provider and its consolidated Subsidiaries as of the end of such fiscal quarter, and the

unaudited consolidated and consolidating statements of income of the Services Provider 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, certified by an Executive Officer of the Services Provider identifying such documents as being the documents described in this paragraph (ii) and stating that the information set forth therein fairly presents the

financial condition of the Services Provider and its consolidated Subsidiaries as of and for the periods then ended, subject to year-end adjustments and confirming that the Services Provider is in compliance

with all financial covenants in the Transaction Documents (or, if the Services Provider is not in compliance, specifying the nature and status thereof).

Notwithstanding the foregoing, the obligations under this clause (j) may be satisfied with respect to financial and other information of the Services

Provider by furnishing (A) the applicable financial statements or other materials or (B) the Services Provider’s Form 10-K, 10-Q, 8-K or other filing, as applicable, filed with the SEC and the public filing of such report with the

SEC shall constitute delivery under this clause (j).

(k) Obligor Reports. The Services Provider shall

furnish to the Facility Agent, with respect to each Obligor:

(i) within 15 Business Days of the completion of the Services

Provider’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, (i) 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 Services Provider as of the date of the completion of such review and (ii) the internal monitoring report prepared by the Services Provider with respect to each Obligor. In no case, however, shall the Services Provider be obligated

hereunder to deliver such Obligor reports to the Facility Agent more than once per calendar month. Upon demand by the Facility Agent, the Services Provider will provide such other information as the Facility Agent may reasonably request with respect

to any Collateral Obligation or Obligor (to the extent reasonably available to the Services Provider).

(ii) within 10 Business Days of

each one-year anniversary of the date on which the related Collateral Obligation was acquired by the Borrower, updated Obligor Information for such Obligor.

(l) Commingling. The Services Provider shall not, and shall not permit any of its Affiliates 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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(m) Proceedings. The Services Provider shall furnish to the Facility

Agent, as soon as possible and in any event within three (3) Business Days after the Services Provider receives notice or obtains actual knowledge thereof (after reasonable inquiry), notice of any settlement of, material judgment (including a

material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental

department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Collateral, the Transaction Documents, the Collateral Agent’s interest in the Collateral or the Services Provider, in each case which could

reasonably be expected to cause a material adverse effect.

Section 7.6 Reserved.

Section 7.7 Covenants of the Equityholder. Until the date on or after the Facility Termination Date on which the Commitments have

been terminated in full and the Obligations (other than contingent Obligations for which no claim has been made) shall have been repaid in full:

(a) Equity of the Borrower. The Equityholder shall neither pledge the equity interests of the Borrower nor otherwise

permit any equity interests of the Borrower to be subject to a Lien.

(b) Limited Liability Company Formalities. The

Equityholder will adhere to the limited liability company formalities of the Borrower in all transfers of assets and other transactions between the Equityholder and the Borrower. In general, the Equityholder observes the appropriate limited

liability company formalities of the Borrower under Applicable Law.

Section 7.8 Collateral Reporting. The Services Provider

shall 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 Services Provider shall 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 7.9 Notices. The Services

Provider shall deliver to the Facility Agent

and, the Collateral Agent and the Lenders, promptly after having obtained knowledge thereof

(after reasonable inquiry), notice of any Services Provider Event of Default, or Facility Termination Event or Material Modification. The Services

Providerand shall deliver to the Facility

Agent and the Collateral Agent, promptly after having obtained knowledge thereof (after reasonable

inquiry), notice of any Material Modification. The Services Provider shall deliver to the Facility Agent, the

Collateral Agent and each Lender, promptly after having obtained knowledge thereof (after reasonable inquiry), but in no event later than two Business Days thereafter, written notice in an

Officer’s Certificate of any Unmatured Services Provider Event of Default or Unmatured Facility Termination Event.

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Section 7.10 Procedural Review of Collateral Obligations; Access to Services Provider and

Services Provider’s Records. (a) Each of the Borrower and the Services Provider shall, at the Borrower’s expense, permit representatives of the Facility Agent at any time and from time to time as the Facility 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. Each of the Borrower and the Services Provider agrees to render to the Facility 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 Services Provider’s business and operations. So long as no Unmatured Facility Termination Event, Facility Termination Event, Unmatured Services Provider

Event of Default or Services Provider Event of Default has occurred and is continuing, such visits and inspections shall occur (i) only upon five Business Days’ prior written notice, (ii) only during normal business hours and

(iii) no more than once in any calendar year, together with any other audits or inspections provided for in this Section 7.10(a). During the existence of an Unmatured Facility Termination Event, a Facility Termination Event, an

Unmatured Services Provider Event of Default or a Services Provider 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 and the Services Provider, as applicable, at the Borrower’s expense, shall provide to the Facility 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

Facility 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 (i) only upon two

Business Days’ prior written notice (so long as no Unmatured Facility Termination Event, Facility Termination Event or Services Provider Event of Default has occurred and is continuing), (ii) only during normal business hours and

(iii) no more than twice in any calendar year, together with any other audits or inspections provided for in this Section 7.10(b) (so long as no Unmatured Facility Termination Event, Facility Termination Event or Services Provider

Event of Default has occurred and is continuing).

reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Services Provider’s collection and administration of the Collateral Obligations in order to assess compliance by the Services Provider with

the Services Provider’s written policies and procedures, as well as this Agreement and may, no more than once in any calendar year, together with any other audits or inspections provided for in this Section 7.10(c), conduct an

audit of the Collateral Obligations and Records in conjunction with such review.

(d) Nothing in this

Section 7.10 shall derogate from the obligation of the Borrower and the Services Provider to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Services Provider to provide

access as a result of such obligation shall not constitute a breach of this Section 7.10.

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(e) The Services Provider shall bear the costs and expenses of all audits

and inspections permitted by this Section 7.10 as well as Section 18.6.

Section 7.11 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) except as set forth in clause (E)(6) below, each Collateral Quality Test is satisfied, or if not satisfied, the

degree of compliance with each Collateral Quality Test is maintained or improved;

(B) the Minimum Equity Condition is

satisfied;

Maximum Availability and (2) the Foreign Currency Advance Amount shall not exceed the Foreign Currency Sublimit (or if such Foreign Currency Sublimit is not satisfied, compliance with the Foreign Currency Sublimit is improved after giving

effect to such Optional Sale and the use of the proceeds thereof);

(D) (1) no Facility Termination Event, Unmatured

Facility Termination Event, Unmatured Services Provider Event of Default or Services Provider Event of Default shall have occurred and be continuing (provided, that, if an Unmatured Facility Termination Event 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)) and

(2) no Unmatured Equityholder Credit Event shall have occurred; and

(E) the Aggregate Eligible Collateral Obligation

Amount of all Collateral Obligations sold by the Borrower during the then-current calendar year does not exceed 30% of the highest Aggregate Eligible Collateral Obligation Amount on any day of such calendar year; provided, that, this

clause (E) shall not apply to:

(1) any Optional Sale made to cure one or more Collateral Quality Tests (so long as,

immediately following such Optional Sale, (I) each Collateral Quality Test (other than the Minimum Diversity Test) is satisfied, or if not satisfied, the degree of compliance with each such test or condition is maintained or improved, (II) the

Minimum Equity Condition is satisfied, (III) the Advances outstanding do not exceed either the Borrowing Base or the Maximum Availability and (IV) the Minimum Diversity Test is satisfied);

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(2) any Optional Sale made to reduce the Advances outstanding to be less than the Borrowing

Base (or otherwise to cure a Borrowing Base Deficiency or a Specified Borrowing Base Deficiency) or the Maximum Availability or the Minimum Equity Condition (so long as, immediately following such Optional Sale, (I) the Minimum Equity Condition

is satisfied, (II) the Advances outstanding do not exceed either the Borrowing Base or the Maximum Availability and (III) the Minimum Diversity Test is satisfied);

(3) any Optional Sale of any Collateral Obligation with a Discount Factor less than par, so long as (I) during the Revolving Period, such

Collateral Obligation is sold at a price (expressed as a percentage of par) not less than its Discount Factor and (II) after the Revolving Period, such Collateral Obligation is either (x) sold at a price that is not less than the outstanding

principal amount of such Collateral Obligation or (y) sold at a price that is less than the outstanding principal amount of such Collateral Obligation and the Borrower receives a contribution of capital from the Equityholder at least equal to

the difference between such outstanding principal amount and such price;

(4) any Optional Sale of a Collateral Obligation that has a

Collateral Obligation Amount of zero;

(5) any Optional Sale of any portion of a Collateral Obligation constituting an Excess

Concentration; and

(6) any Optional Sale to effect a Permitted Securitization if, unless waived by the Facility Agent in its sole

discretion, (1) such sale is effected in accordance with clause (iv) below, (2) immediately following such Optional Sale, each Collateral Quality Test (other than the Minimum Diversity Test) is satisfied, or if not satisfied,

the degree of compliance with each Collateral Quality Test is maintained or improved and (3) the Minimum Diversity Test is satisfied.

(ii) at least one (1) Business Day prior to the date of any Optional Sale, the Services Provider shall give the Facility Agent, each

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)(i)(A), (B) and (C) above and all other conditions set forth

herein are satisfied and (y) a certificate of the Services Provider 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 Services Provider, on behalf of the Borrower (A) in accordance with the

Servicing 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);

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(iv) if such Optional Sale is to an Affiliate of the Borrower or the Services Provider,

such Optional Sale is made on an arms-length basis at a price at least equal to the fair market value of the Collateral Obligation being sold and the Facility Agent has given its prior written consent (which

shall not be unreasonably withheld, conditioned or delayed) unless such Optional Sale is made at a price at least equal to (x) during the Revolving Period, the Collateral Obligation Amount of the Collateral Obligation being sold or

(y) after the end of the Revolving Period, the outstanding principal amount of such Collateral Obligation (or at a price that is less than the outstanding principal amount of such Collateral Obligation but not less than the fair market value of

such Collateral Obligation and the Borrower receives a contribution to capital from the Equityholder at least equal to the difference between such outstanding principal amount and such price); and

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

and (y) with respect to any sold Collateral Obligation, will be in the same Eligible Currency as such Collateral Obligation.

(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 Facility 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 Services Provider on its behalf, may reasonably request.

Section 7.12 Repurchase or Substitution of Warranty

Collateral Obligations. In the event of (x) a Repurchase Event or (y)(A) a breach of Section 9.5, Section 9.13 or Section 9.26 or (B) 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 Services Provider and (y) receipt by the Equityholder or the Services Provider of written

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notice thereof given by the Facility Agent (with a copy to each Agent), the Borrower shall either (a) repay Advances outstanding in the applicable Eligible Currency in an amount equal to the

greater of (I) the aggregate Repurchase Amount or (II) the aggregate Collateral Obligation Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) with respect to any

Repurchase Event, require the Equityholder pursuant to the Sale Agreement to repurchase such Warranty Collateral Obligation or 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 (i) 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 set forth in clause (A) above with respect to such Warranty Collateral Obligation shall be made true and correct and the representations, warranties, undertakings and covenants set forth in clause

(B) above with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially”

or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the

Collateral on such day and (ii) solely with respect to any Collateral Obligation which becomes a Warranty Collateral Obligation during the Revolving Period, no such repayment or substitution shall be required to be made with respect to any

Warranty Collateral Obligation if after excluding such Warranty Collateral Obligation from the Borrowing Base, the equivalent in Dollars of the aggregate principal amount of all Advances outstanding do not exceed the Borrowing Base, the Maximum

Availability or the Facility Amount; provided, further that after the end of the Revolving Period, any such repayment or substitution shall be effected no later than the earlier to occur of (i) 30 days and (ii) the next

Distribution Date, in each case after the earlier of (x) knowledge of such breach on the part of the Equityholder or the Services Provider and (y) receipt by the Equityholder or the Services Provider of written notice thereof given by the

Facility Agent (with a copy to each Agent).

Section 7.13 Servicing of REO Assets. (a) If, in the reasonable business judgment

of the Services Provider, it becomes necessary to convert any Collateral Obligation that is secured by real property into an REO Asset, the Services Provider shall first cause the Borrower to transfer and assign such Collateral Obligation (or the

portion thereof owned by the Borrower) to a special purpose vehicle (the “REO Asset Owner”) using a contribution agreement reasonably acceptable to the Facility Agent. All equity interests of the REO Asset Owner acquired by the

Borrower shall immediately become a part of the Collateral and be subject to the grant of a security interest under Section 12.1 and shall be promptly delivered to the Collateral Agent, each undated and duly indorsed in blank. The REO

Asset Owner shall be formed and operated pursuant to organizational documents reasonably acceptable to the Facility Agent. After execution thereof, the Services Provider shall prevent the REO Asset Owner from agreeing to any amendment or other

modification of the REO Asset Owner’s organizational documents without first obtaining the written consent of the Facility Agent. The Services Provider shall cause each REO Asset to be serviced (i) in accordance with Applicable Law,

(ii) with reasonable care and diligence, (iii) in accordance with the applicable REO Asset Owner’s operating agreement, and (iv) in accordance with the Servicing Standard (collectively, the “REO Servicing

Standard”). The Services Provider will cause all “Distributable Cash” (or comparable definition set forth in the REO Asset Owner’s organization documents) to be deposited into the Collection Account within two

(2) Business Days of receipt thereof.

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(b) In the event that title to any Related Property is acquired on behalf of

the REO Asset Owner for the benefit of its members in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of a REO Asset Owner. The Services

Provider shall cause the REO Asset Owner to manage, conserve, protect and operate each REO Asset for its members solely for the purpose of its prompt disposition and sale.

(c) Notwithstanding any provision to the contrary contained in this Agreement, the Services Provider shall not (and shall not

permit the REO Asset Owner to) obtain title to any Related Property as a result of or in lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership interest in any Obligor pledged pursuant to a pledge agreement and thereby

be the beneficial owner of Related Property, have a receiver of rents appointed with respect to, and shall not otherwise acquire possession of, or take any other action with respect to, any Related Property if, as a result of any such action, the

REO Asset Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Related Property within the meaning of the Comprehensive Environmental

Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable state or local Environmental Law, unless the Services Provider has previously determined in accordance with the REO Servicing Standard, based on an

updated Phase I environmental assessment report generally prepared in accordance with the ASTM Phase I Environmental Site Assessment Standard E 1527-05, as may be amended or, with respect to residential property, a property inspection and title

report, that:

(i) such Related Property is in compliance in all material respects with applicable Environmental Laws, and

(ii) there are no circumstances present at such Related Property relating to the use, management or disposal of any Hazardous Materials for

which investigation, testing, monitoring, containment, clean-up or remediation would reasonably be expected to be required by the owner, occupier or operator of the Related Property under applicable federal, state or local law or regulation.

(d) In the event that the Phase I or other environmental assessment first obtained by the Services Provider with respect to

Related Property indicates that such Related Property may not be in compliance with applicable Environmental Laws or that Hazardous Materials may be present but does not definitively establish such fact, the Services Provider shall cause the

Borrower to immediately sell the related Collateral Obligation in accordance with Section 7.11 to the extent permitted thereunder.

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ARTICLE VIII

PLEDGED ACCOUNTS; PAYMENTS

Section 8.1 Pledged Accounts. (a) On or prior to the Effective Date, the Services Provider shall establish each Pledged

Account in the name of the Borrower and each Pledged 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 Pledged Account ceases to be an Eligible

Account (with notice to the Services Provider, the Facility Agent and each Agent), then the Services Provider shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account.

Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or at the direction of the

Services Provider (i) to fund any draw requests of the relevant Obligors under any Revolving Loan or a Delayed Drawdown Loan, or (ii) to make a deposit into the Collection 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 (i) prior to the end of the Revolving Period, the Aggregate Unfunded Equity Amount and (ii) after the Revolving Period, the Aggregate

Unfunded Amount.

Following the Facility Termination Date, the Services Provider shall forward any draw request made by an Obligor under a

Revolving Loan or a Delayed Drawdown Loan, along with wiring instructions for the applicable Obligor, to the Collateral Agent (with a copy to the Facility Agent and each Agent) along with an instruction to the Collateral Agent to withdraw the

applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with such instructions from the Services Provider.

Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Revolving

Loan or a Delayed Drawdown Loan included in the Collateral 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 in each Eligible Currency is less than

the Aggregate Unfunded Amount required to be funded in such Eligible Currency (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Services Provider shall direct the Collateral Agent to and the

Collateral Agent shall deposit into the Unfunded Exposure Account an amount of such Principal Collections equal to the lesser of (a) the aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall.

The Securities Intermediary may establish one or more sub-accounts of any Account for the purpose of receiving Collections in an Eligible

Currency other than Dollars. In accordance with Section 8.3(d), the Services Provider may (and shall, to the extent provided in such Section 8.3(d)) instruct the Collateral Agent (including by standing instructions), on or

prior to any Distribution Date (and prior to any distributions pursuant to Section 8.3), to convert such Collections into Dollars using the Applicable Conversion Rate and transfer the amount thereof to the applicable Account.

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(b) All amounts held in any Pledged Account shall, to the extent permitted by Applicable

Law, be invested by the Collateral Agent, as directed by the Services Provider in writing (or, if the Services Provider 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 Accrual 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 Securities Intermediary, and, except as specifically required

below, such investments shall not be sold or disposed of prior to their maturity. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the

Collateral Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the written direction of the Services Provider or, if the Services

Provider shall fail to give such direction, the Facility Agent. The Collateral Agent shall, upon written request, provide the Facility Agent with all information in its possession regarding transfer into and out of the Collection Account (including,

but not limited to, the identity of the counterparty making or receiving such transfer). In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Services

Provider or the Facility Agent, as applicable, to timely provide investment instructions or disposition instructions, as applicable, to the Collateral Agent. To the extent agreed to by the Borrower or the Services Provider or the Collateral Agent

and their respective Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing

agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain investments. Such

compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

the Services Provider shall have any rights of direction or withdrawal, with respect to amounts held in any Pledged Account, except to the extent explicitly set forth herein (including the withdrawal rights for the Unfunded Exposure Account set

forth in Section 8.1(a)).

Subject to the other provisions hereof, the Collateral Agent shall have sole Control (within the

meaning of the UCC) over each Pledged 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 Pledged Accounts shall be deposited or transferred to the Collection Account and distributed pursuant to Section 8.3(a).

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(d) The Equityholder may, from time to time in its sole discretion (x) deposit amounts

into the Principal Collection Account or the Unfunded Exposure 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, the Maximum Availability and the Minimum Equity Condition.

Section 8.2 Excluded Amounts. The Services Provider may direct the Collateral Agent and the Securities Intermediary to withdraw

from the applicable Pledged Account and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Services Provider has, prior to such withdrawal and consent, delivered to the Facility Agent and the

Collateral Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Facility 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.

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 pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority:

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

order of priority:

(A) FIRST, to the payment of Taxes and governmental fees owing by the Borrower, if any, which expenses

shall not exceed $25,000 on any Distribution Date;

(B) SECOND, pro rata, to the Collateral Agent, the Securities

Intermediary and the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Accrual Period, which expenses shall not exceed in the aggregate the amount of the Capped

Fees/Expenses;

or deferred in whole or in part by the Services Provider), any accrued and unpaid Primary Servicing Fee and Secondary Servicing Fee for the related Accrual Period;

(D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), to the

Lenders, (x) first, 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) and (y) second, amounts indemnified pursuant to Section 4.3(c) (1) with respect thereto and (2) with respect to any payments of principal on an Advance;

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(E) FIFTH, pro rata, based on the amounts owed to such Persons under

this Section 8.3(a)(i)(E), (1) to the Facility Agent and the Agents on behalf of their respective Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Agents and the Facility Agent and (2) to the

Hedge Counterparties, any amounts owed on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon;

(F) SIXTH, to the Agents on behalf of their respective Lenders pro rata in accordance with the amount of the outstanding

Advances (1) in the amount necessary to reduce the Advances outstanding to an amount not to exceed the lower of the Borrowing Base and the Maximum Availability, (2) if either (or both of) the Minimum Diversity Diversion Test or the Minimum

Equity Condition is not satisfied on such Distribution Date, in the amount necessary to satisfy the Minimum Diversity Diversion Test and the Minimum Equity Condition and (3) if the Foreign Currency Advance Amount exceeds the Foreign Currency

Sublimit, to repay the Advances outstanding;

(G) SEVENTH, after the end of the Revolving Period, with respect to any

Warranty Collateral Obligation that has not been repurchased or substituted pursuant to Section 7.12, to the Agents on behalf of their respective Lenders pro rata to repay the Advances outstanding in an amount (without

duplication of previous payments pursuant to this Section 8.3(a)(i)(G) or Section 7.12) equal to the Collateral Obligation Amount of all such Warranty Collateral Obligations;

(H) EIGHTH, to the Services Provider (unless waived or deferred in whole or in part by the Services Provider), any fees of the

Services Provider in an aggregate amount not to exceed the amount of any accrued and unpaid Secondary Servicing Fee for the related Accrual Period, as well as any expenses of the Services Provider or other amounts owing to the Services Provider, in

each case reimbursable or owing hereunder;

(I) NINTH, pro rata based on amounts owed to such Persons under this

Section 8.3(a)(i)(I), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon;

(J) TENTH, to any Affected Persons, any Increased Costs then due and owing;

(K) ELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and

governmental fees owing by the Borrower, if any;

(L) TWELFTH, 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;

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(M) THIRTEENTH, to the extent not previously paid pursuant to

Section 8.3(a)(i)(B) above, pro rata to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent,

the Securities Intermediary and the Collateral Custodian under the Transaction Documents;

(N) FOURTEENTH, at the election

of the Services Provider to pay to the Services Provider any deferred and unpaid Primary Servicing Fee or deferred and unpaid Secondary Servicing Fee;

(O) FIFTEENTH, (1) first, 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)(i) and (2) second, to the Equityholder as a Permitted RIC Distribution; and

(P) SIXTEENTH, (x) during an Unmatured Facility Termination Event or an Unmatured Services Provider Event of Default, to

remain in the Interest Collection Account as Interest Collections or (y) otherwise (A) during the Revolving Period, at the election of the Borrower, the remaining Amount Available constituting Interest Collections (1) to be deposited

in the Principal Collection Account as Principal Collections to be reinvested in additional Collateral Obligations or (2) to the Borrower and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest

Collections to the Borrower.

(ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for

such Distribution Date in the following order of priority:

(A) FIRST, to pay, in accordance with

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

(B) SECOND, after the end of the Revolving Period and to the extent not paid pursuant to Section 8.3(a)(i)(G), to

the Agents on behalf of their respective Lenders pro rata to repay the Advances outstanding;

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

(D) FOURTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(N),

to the Collateral Agent and the Collateral Custodian, any costs and expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts);

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(E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above,

the amounts referred to in clause (O) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; and

(F) SIXTH, (x) during an Unmatured Facility Termination Event or an Unmatured Services Provider Event of Default, to

remain in the Principal Collection Account as Principal Collections or (y) otherwise (A) during the Revolving Period, to remain in the Principal Collection Account as Principal Collections and (B) after the end of the Revolving

Period, the remaining Amount Available constituting Principal Collections 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:

(i) the Borrower shall have given written notice to the Collateral Agent, each Agent and the Facility 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 and the amount of such proposed Reinvestment and shall be accompanied by an Asset Approval Request with respect to the Collateral Obligations the Borrower proposes to

acquire;

(ii) each condition precedent set forth in Section 6.2 shall be satisfied;

(iii) upon the written request of the Borrower (or the Services Provider 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 Facility Agent and each 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 Services Provider 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.

therein as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Advance.

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(d) The Services Provider may, at its option, direct the Collateral Agent to

make payments pursuant to Section 8.3 that are payable in a particular Eligible Currency from amounts on deposit in the applicable Collection Account that are denominated in such Eligible Currency. However, to the extent the Services

Provider otherwise determines or if it is necessary to convert amounts on deposit in the applicable Collection Account in order to make payments in a particular Eligible Currency pursuant to Section 8.3, the Services Provider agrees to

provide written instruction to the Collateral Agent to convert amounts on deposit in the applicable Collection Account into such Eligible Currency (pro rata based on available amounts from each other Eligible Currency, unless otherwise

directed in writing by the Services Provider) using the Applicable Conversion Rate. Any Amount Available on deposit in an Interest Collection Account or a Principal Collection Account denominated in any Eligible Currency shall be applied on any

Distribution Date (A) first, to make payments in such Eligible Currency and (B) second, upon written instruction from the Services Provider to the Collateral Agent, to make payments in any other Eligible Currency (pro rata based on

available amounts from each other Eligible Currency) using the Applicable Conversion Rate. All risk and expense incident to such conversion is the responsibility of the Borrower and the Collateral Agent shall have (x) no responsibility for

fluctuations in exchange rates affecting any Collections or conversion thereof and (y) to the extent it complies with the instructions provided by the Services Provider, no liability for any losses incurred or resulting from the rates obtained

in such foreign exchange transactions.

Section 8.4 Fees. The Borrower shall pay, pursuant hereto, the Undrawn Fee, the

Make-Whole Fee, the Reduction Fee and any other fees (collectively, “Fees”) in the amounts and on the dates set forth herein or in one or more fee letter agreements, dated on or after the date hereof, signed by the Borrower, the

Facility Agent and/or any applicable Lender Group (as any such fee letter agreement may be amended, restated, supplemented or otherwise modified from time to time, a “Fee Letter”).

Section 8.5 Monthly Report. The Collateral Agent shall prepare (based on information provided to it by the Services Provider, the

Facility Agent, the Agents and the Lenders as set forth herein) a Monthly Report in the form of Exhibit D determined as of the close of business on each Determination Date and make available such Monthly Report to the Facility Agent (at the

email addresses set forth under Section 10.21(b)), each Agent the Borrower and the Services Provider on each Reporting Date starting with the Reporting Date in August 2026. Each Monthly Report delivered in a month with a Distribution

Date shall specify the amounts for payment pursuant to each clause of Section 8.3(a) and, to the extent sufficient funds are available therefor, such amounts shall be paid using Collections received in the applicable Eligible Currency.

To the extent Collections in any Eligible Currency are insufficient, the Services Provider shall direct that amounts be converted from each other Eligible Currency (pro rata, or as otherwise specified by the Services Provider to the Facility

Agent and the Collateral Agent in writing) using the Applicable Conversion Rate; provided that the Services Provider shall provide any such direction at least two (2) Business Days prior to the applicable Distribution Date (provided

further that such direction is received by 12:00 p.m. (New York City time) on such date (otherwise such request will be deemed made on the next succeeding Business Day)). If any party receiving any Monthly

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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 Facility Agent) a copy of such notice and information to the Facility Agent, each Agent and the Services Provider. If the Collateral Agent agrees with any such correction and unless the Collateral Agent is otherwise timely

directed by the Facility Agent, the Collateral Agent shall distribute a revised Monthly Report on the Business Day after it receives such information. If the Collateral Agent does not agree with any such correction or it is directed by the Facility

Agent that the Collateral Agent should not make such correction, the Collateral Agent shall (within one Business Day) contact the Facility Agent and request instructions on how to proceed. The Facility Agent’s reasonable determination with

regard to any disputed item, after consultation with the Services Provider, in the Monthly Report shall be final.

The Services Provider

shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and any supplement thereto. Without limiting the generality of the foregoing, the Services Provider shall supply any information maintained by it

that the Collateral Agent may from time to time reasonably request with respect to the Collateral and reasonably needs to complete the reports, calculations and certificates required to be prepared by the Collateral Agent hereunder or required to

permit the Collateral Agent to perform its obligations hereunder. Without limiting the generality of the foregoing, in connection with the preparation of a Monthly Report, (i) the Services Provider shall be responsible for providing the

Collateral Agent the information required for parts (a) through (c) of Exhibit D for such Monthly Report and (ii) the Facility 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 Services Provider shall review and verify the contents of the aforesaid reports (including the

Monthly Report), instructions, statements and certificates. Upon receipt of approval from the Services Provider, the Collateral Agent shall send such reports, instructions, statements and certificates to the Borrower and the Services Provider for

execution.

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 Facility 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.

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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; it 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 and the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a

party have been duly authorized by it by all necessary action.

Section 9.4 Binding Obligations. This Agreement and the

Transaction Documents to which it is a party have been duly executed and delivered by the Borrower and are enforceable against the Borrower in accordance with their respective terms, except as such enforceability may be limited by

(A) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, (B) equitable limitations on the availability of specific remedies, regardless of whether such enforceability

is considered in a proceeding in equity or at law and (C) implied covenants of good faith and fair dealing.

Section 9.5

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, 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 constitutes Security Entitlements (a) all of

such Security Entitlements have been credited to the Pledged Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Pledged Accounts as Financial Assets and that any cash credited to the Pledged

Accounts shall be held in the related Deposit Account that forms part of such Pledged Account and which the Securities Intermediary has agreed shall be maintained as, “deposit accounts” as defined in Section 9-102 of the UCC,

(b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Pledged Accounts and (c) the Pledged 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 Services Provider to, cause cash in the Pledged Accounts to be invested or distributed in accordance with this

Agreement; all Pledged 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;

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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.

Section 9.6 No Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which

it is a party, the consummation of the transactions contemplated hereby and thereby, and the fulfillment of the terms of this Agreement and the other Transaction Documents to which the Borrower 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 Constituent Documents, or any indenture, agreement, mortgage, deed of trust or other instrument to which it 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 Applicable Law 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 (after reasonable

inquiry), 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 or on the assignments and security interests granted by the Borrower in this Agreement.

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Section 9.8 No Consents. It is not required to obtain the material consent of

any other Person or any material approval, authorization, consent, license, approval or authorization, or registration or declaration with, any Official Body having jurisdiction over it or its properties in connection with the execution, delivery,

performance, validity or enforceability of this Agreement or the other Transaction Documents to which it is a party, in each case other than consents, licenses, approvals, authorizations, orders, registrations, declarations or filings which have

been obtained or made and continuation statements and renewals in respect thereof.

Section 9.9 Solvency. It is solvent and

will not become insolvent after giving effect to the transactions contemplated by this Agreement and the Transaction Documents. After giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, it will have

an adequate amount of capital to conduct its business in the foreseeable future.

Section 9.10 Compliance with Laws. It has

complied and will comply in all material respects with all Applicable Laws, judgments, agreements with Official Bodies, decrees and orders with respect to its business and properties and all Collateral.

Section 9.11 Taxes. For U.S. federal income tax purposes, it is, and always has been, an entity disregarded as separate from the

Equityholder and the Equityholder is a U.S. Person. It has filed on a timely basis all U.S. federal income and other material Tax returns (including foreign, state, local and otherwise) required to be filed, if any, and has paid all U.S. federal

income 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). No Lien or similar Adverse Claim has been filed, and no claim

is being asserted, with respect to any U.S. federal income or other material 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 at

or prior to the Effective Date or the Advance Date, as applicable.

Section 9.12 Monthly Report. Each Monthly Report is

accurate in all material respects as of the date thereof.

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 each Collateral

Obligation and the other Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in

such other Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise

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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 material Taxes with respect to the Borrower and no claim has been asserted in writing with respect to the material Taxes of the Borrower.

Section 9.14 Information True and Correct. All information (other than any information provided to the Borrower by an

un-Affiliated third party) heretofore or hereafter furnished by or on behalf of the Borrower in writing to any Lender, the Collateral Agent, any Agent or the Facility Agent in connection with this Agreement or any transaction contemplated hereby is

and will be (when taken as a whole), as of the date such information is furnished, true and correct in all material respects (or if not prepared by or under the direction of the Borrower, is true and correct in all material respects to the

Borrower’s knowledge (after reasonable inquiry)) and does not omit to state any material fact necessary to make the statements contained therein not misleading (or, if not prepared by or under the direction of the Borrower, does not omit to

state such a fact to the Borrower’s knowledge (after reasonable inquiry)). With respect to any information received from any un-Affiliated third party, the Borrower (i) will not furnish (and has not furnished) any such information to any

Lender, the Collateral Agent, any Agent or the Facility Agent in connection with this Agreement or any transaction contemplated hereby that it knows (or knew) to be incorrect at the time such information is (or was) furnished in any material respect

and (ii) has informed (or will inform) the applicable Lender, the Collateral Agent, the applicable Agent or the Facility Agent, as applicable, of any such information which it found after such information was furnished to be incorrect in any

material respect when 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 the Facility Agent, any Agent or any

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.

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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 Matters.

(a) The Borrower does not sponsor, maintain, or contribute to, and has never sponsored, maintained, or contributed to, and, except as would

not reasonably be expected to have a Material Adverse Effect, no ERISA Affiliate sponsors, maintains, contributes to, or has any liability in respect of, or has ever sponsored, maintained, contributed to, or had any liability in respect of, a Plan.

(b) No ERISA Event has occurred on or prior to the date that this representation is made or deemed made that, whether alone or together

with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect.

and will not become at any time while any Obligations are outstanding, a Benefit Plan Investor.

Section 9.22 Investment Company

Status. It is not required to register as an “investment company”, as such term is defined in the 1940 Act, or be subject to regulation as an “investment company” under the 1940 Act; provided that, for purposes of

this representation, an entity shall not be deemed to be “controlled” by an investment company solely by virtue of being a wholly-owned subsidiary of a business development company that has elected to be regulated as such under 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 Servicing Standard.

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 applicable 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

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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 Use of Proceeds. The Borrower is not engaged in the business of extending credit for the purpose of buying

or carrying Margin Stock and none of the proceeds of the Advances will be used, directly or indirectly, for a purpose that violates Regulation U or Regulation X.

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 Equityholder, and the Borrower hereby acknowledges that the Facility 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 Equityholder (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, together with the Constituent Documents of the Borrower,

to the Facility 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 the 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; provided that, with

respect to any Assigned Participation Interest purchased by the Borrower, the Borrower shall not be the record owner of the underlying Loan until the Elevation (as defined in the Sale Agreement) of such Assigned Participation Interest. 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; provided that, with respect to any Assigned Participation Interest purchased by the Borrower, the Borrower shall not be the record owner of the underlying Loan until the Elevation (as defined in the Sale Agreement) of

such Assigned Participation Interest.

Section 9.29 EEA/UK Financial Institution. The Borrower is not an EEA Financial

Institution or a UK Financial Institution.

Section 9.30 Sanctions, Anti-Money Laundering. (a) Neither the Borrower nor

any Affiliate, officer or director, acting on behalf of the Borrower is (i) named on any sanctions list administered or imposed by the U.S. Government including by the Office of Foreign Assets Control (“OFAC”), or any other

list maintained for the purposes of sanctions enforcement by any of the United Nations, the European Union, His Majesty’s Treasury in the UK, Germany, Canada

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or Australia (collectively, “Sanctions”), (ii) a Person that resides, is organized or located in any of the Sanctioned Countries or whose subscription funds are

transferred from or through any Sanctioned Countries (a “Sanctions Target”) or (iii) is owned 50% or more or otherwise controlled, directly or indirectly by, or acting on behalf of, one or more Sanctions Targets. The Borrower

is and each Affiliate, officer or director acting on behalf of the Borrower is in compliance with Sanctions.

(b) The Borrower is in

compliance with, in all material respects, all applicable anti-money laundering laws and regulations in any jurisdiction in which it is located or doing business, including the USA Patriot Act (collectively, the “Anti-Money Laundering

Laws”). No actions, suits, proceedings or investigations by any court, governmental, or regulatory agency are ongoing or pending against the Borrower, its directors, officers or employees or anyone acting on its behalf in relation to a

breach of the Anti-Money Laundering Laws, or, to the knowledge of the Borrower (after reasonable inquiry), threatened.

These representations apply only

to the extent they do not result in a violation of or conflict with any applicable blocking or anti-boycott laws (including, without limitation, the Council Regulation (EC) No 2271/96 and/or section 7 of the German Foreign Trade and Payments

Ordinance (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 no. 3 of the German Foreign Trade and Payments Act (Außenwirtschaftsgesetz))).

Section 9.31 Anti-Bribery and Corruption. (a) Neither the Borrower nor, to the best of the Borrower’s knowledge, any

director, officer or employee of the Borrower, or any agent acting on behalf of the Borrower in connection with the Transaction Documents, has engaged in any activity, or will take any action, directly or indirectly, which would breach applicable

anti-bribery and corruption laws and regulations in any jurisdiction in which the Borrower is located or doing business, including but not limited to the US Foreign and Corrupt Practices Act 1977, as amended, and the Bribery Act 2010 of the United

Kingdom (the “Anti-Bribery and Corruption Laws”).

(b) The Borrower and its Affiliates have each

conducted their businesses in compliance with Anti-Bribery and Corruption Laws and have instituted and maintain policies and procedures reasonably designed to promote and ensure continued compliance with all Anti-Bribery and Corruption Laws and with

the representation and warranty contained herein.

governmental, or regulatory agency are ongoing or pending against the Borrower, its directors, officers, employees or, to the best of the Borrower’s knowledge, agents acting on behalf of the Borrower in connection with the Transaction

Documents, in relation to a breach of the Anti-Bribery and Corruption Laws, or, to the knowledge of the Borrower, threatened.

(d) The Borrower will not directly or indirectly use, lend or contribute the proceeds of the Advances for any purpose that

would breach the Anti-Bribery and Corruption Laws.

Section 9.32 Volcker Rule. To the best of the Borrower’s knowledge

and belief, the Advances do not constitute an “ownership interest” in the Borrower for purposes of the Volcker Rule.

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Section 9.33 AIFMD and UK AIFM Regulation. The Borrower is not (i) an AIFM

or an AIF managed by an AIFM (as such term is defined in the AIFMD) required to be authorized or registered in accordance with AIFMD; or (ii) an AIFM or an AIF managed by an AIFM (as such term is defined in the UK AIFM Regulations) required to

be authorized or registered in accordance with the UK AIFM Regulations.

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 Facility 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 Applicable 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 Facility 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 Facility Agent shall have any liability in connection therewith.

(b) The Borrower shall not change its name, jurisdiction, 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 Facility Agent, each 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, each Agent and Facility 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).

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)

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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 or 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 expressly permitted hereunder, including pursuant to Sections 7.11, 7.12 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 Facility 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 (after

reasonable inquiry) of the occurrence of a Facility Termination Event, Unmatured Facility Termination Event, Services Provider Event of Default or Unmatured Services Provider 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;

(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;

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

(ii) any Material Modification, (iii) any Revaluation Event known to it (after reasonable inquiry) and (iv) any Proceeding to the extent and as required by Section 10.24;

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(d) promptly, in reasonable detail, any new or updated information reasonably requested by a

Lender in connection with “know your customer” laws or any similar regulations; and

(e) promptly following any request

therefor, the Borrower shall deliver to the Facility Agent information and documentation reasonably requested by the Facility Agent for purposes of compliance with its Beneficial Ownership Certification.

Section 10.5 Separate Existence. (a) The Borrower shall conduct its business solely in its own name through its duly

authorized officers or agents so as not to mislead others as to the identity of the entity with which such persons are concerned, and shall use its best efforts to avoid the appearance that it is conducting business on behalf of any Affiliate

thereof or that the assets of the Borrower are available to pay the creditors of any of its equityholders or any Affiliate thereof.

(b)

It shall maintain records and books of account separate from those of any other Person.

Documents, it shall pay its own operating expenses and liabilities from its own funds.

(d) It shall ensure that the annual financial

statements of the Borrower and the Equityholder shall disclose the effects of the transactions contemplated hereby in accordance with GAAP.

(e) It shall not hold itself out as being liable for the debts of any other Person. It shall not pledge its assets to secure the obligations

of any other Person. It shall not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person.

(f) It shall keep its assets and liabilities separate from those of all other entities. Except as expressly contemplated herein with

respect to Excluded Amounts, it shall not commingle its assets with assets of any other Person.

(g) It shall maintain bank accounts or

other depository accounts separate from any other person or entity, including any Affiliate.

(h) To the extent required under GAAP, it

shall ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that all of the Borrower’s assets are owned by the Borrower and the Borrower is a separate entity.

(i) It shall not (A) amend, supplement or otherwise modify its Constituent Documents, except in accordance therewith and with the prior

written consent of the Facility Agent (which consent shall not be unreasonably withheld, delayed or conditioned) or (B) divide or permit any division of itself.

(j) It shall at all times hold itself out to the public and all other Persons as separate from its Affiliates and from any other Person

(although, in connection with certain regulatory filings, advertising and marketing, it may be identified as a subsidiary of the Equityholder).

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(k) It shall file its own tax returns separate from those of any other Person, except to the

extent that it is (1) part of a consolidated group (of which it is not the parent) filing a consolidated return or returns, (2) treated as a disregarded entity of another taxpayer for tax purposes, or (3) otherwise not required to

file tax returns under Applicable Law, and shall pay any taxes required to be paid under Applicable Law.

(l) It shall conduct its

business only in its own name and comply with all organizational formalities necessary to maintain its separate existence (although, in connection with certain regulatory filings, advertising and marketing, it may be identified as a subsidiary of

the Equityholder).

(m) It shall maintain separate financial statements, showing its assets and liabilities separate and apart from those

of any other Person and not have its assets listed on any financial statement of any other Person; provided, that its assets may be included in a consolidated financial statement of its Affiliate (including the Equityholder) so long as all

audited financial statements that are consolidated to include the Borrower contain detailed notes clearly stating that (x) all of the Borrower’s assets are owned by the Borrower and (y) the Borrower is a separate legal entity.

(n) Except as permitted by the Transaction Documents, it shall not, except for capital contributions or capital distributions permitted under

the terms and conditions of its Constituent Documents and properly reflected on its books and records, enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an

arm’s-length transaction.

(o) It shall maintain a sufficient number of employees (which number may be zero) in light of its

contemplated business purpose and pay the salaries of its own employees, if any, only from its own funds.

(p) It shall use separate

invoices bearing its own name (although, in connection with certain regulatory filings, advertising and marketing, it may be identified as a subsidiary of the Equityholder).

(q) It shall correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any

other Person.

(r) It shall maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;

provided, however, that the foregoing shall not require its equityholders to make additional capital contributions.

(s) It

shall not acquire any obligation or securities of its members or of any Affiliate other than the Collateral in compliance with the Transaction Documents.

(t) It shall not make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except

that it may invest in those investments permitted under the Transaction Documents and may hold the equity of REO Asset Owners.

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(u) It shall not, to the fullest extent permitted by law, engage in any dissolution,

liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets other than such activities as are expressly permitted pursuant to the Transaction Documents.

(v) It shall not buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities), except as

expressly contemplated by the Transaction Documents.

(w) Except as expressly permitted by the Transaction Documents (which permits the

formation of REO Asset Owners), it shall not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity.

(x) It shall not own any asset or property other than Collateral and such other financial assets as permitted by the Transaction Documents.

(y) It shall not engage, directly or indirectly, in any business other than as required or permitted to be performed by the Transaction

Documents.

(z) It shall allocate fairly and reasonably any overhead expenses that are shared with any of its Affiliates, including for

shared office space and for services performed by an employee of any Affiliate.

(aa) Neither the Borrower nor the Equityholder shall take

any action contrary to the “Assumptions and Facts” section in the opinion or opinions of Latham & Watkins LLP, dated the date hereof, relating to certain nonconsolidation and true sale matters.

(bb) Neither the Services Provider nor any other person shall be authorized or empowered, nor shall they permit the Borrower to take any

Material Action without the prior written consent of the Independent Manager. The Constituent Documents of the Borrower shall include the following provisions: (a) at all times there shall be, and Borrower shall cause there to be, at least one

Independent Manager; (b) the Borrower shall not, without the prior written consent of the Independent Manager, on behalf of itself or Borrower, take any Material Action or any action that might cause such entity to become insolvent, and when

voting with respect to such matters, the Independent Manager shall consider only the interests of the Borrower, including its creditors; and (d) no Independent Manager of the Borrower may be removed or replaced unless the Borrower provides

Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Manager, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed

replacement Independent Manager, together with a certification that such replacement satisfies the requirements set forth in the organizational documents of the Borrower for an Independent Manager. No resignation or removal of an Independent Manager

shall be effective until a successor Independent Manager is appointed and has accepted his or her appointment. No Independent Manager may be removed other than for Cause.

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Section 10.6 Hedging Agreements. (a) With respect to any Fixed Rate

Collateral Obligations the Principal Balances of which, as of the time of acquisition by the Borrower, are in excess of 5.0% of the Excess Concentration Measure, the Borrower hereby covenants and agrees that, upon the direction of the Facility Agent

in its sole discretion as notified to the Borrower and the Services Provider 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 Facility Agent and

each 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 Facility 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 Facility Agent) and zero losses, and (3) shall have other terms and conditions and be represented by Hedging Agreements otherwise

acceptable to the Facility 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 each Agent upon the continuing failure by any Hedge Counterparty to perform its obligations during the two Business Days following a demand made by the

Borrower on such Hedge Counterparty, and shall take such action with respect to such continuing failure as may be directed by the Facility Agent.

(c) In the event that any Hedge Counterparty no longer maintains the ratings specified in the definition of “Hedge Counterparty,”

then within 30 days after receiving notice of such decline in the creditworthiness of such Hedge Counterparty as determined by any Rating Agency, the Borrower shall provide the Hedge Counterparty notice of the potential termination event

resulting from such downgrade and, if the Hedge Counterparty fails to cure such potential termination event within the time frame specified in the related Hedging Agreement, the Borrower shall, at the written direction of the Facility Agent,

(i) 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 Facility Agent) of its intention to terminate the applicable Hedging Agreement within the 30-day period following the expiration of the cure period set forth in the applicable

Hedging Agreement 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 (ii) 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 Facility 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 Facility 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.

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(d) Unless an alternative arrangement pursuant to Section 10.6(c) is being

established, the Borrower shall use its commercially reasonable efforts to obtain a Replacement Hedging Agreement or Qualified Substitute Arrangement meeting the requirements of this Section 10.6 during the

30-day period following the expiration of the cure period set forth in the applicable Hedging Agreement. The Borrower shall not terminate the Hedging Agreement unless, prior to the expiration of such 30-day period, the Borrower delivers to the Collateral Agent (with a copy to the Facility Agent and each Agent) (i) a Replacement Hedging Agreement or Qualified Substitute Arrangement, (ii) to the extent

applicable, an Opinion of Counsel reasonably satisfactory to the Facility 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 Facility 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 Facility Agent, each 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 Facility Agent.

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

(h) The Borrower shall notify the Facility Agent, each Agent and the Collateral Agent after a Responsible Officer of the Borrower shall

obtain actual knowledge of the transfer by the related Hedge Counterparty of any Hedging Agreement, or any interest or obligation thereunder.

(i) The Borrower, with the consent of the Facility Agent in its sole discretion, may sell all or a portion of the Hedging Agreements;

provided, that no consent of the Facility 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 Facility Agent, each 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 execute all

documentation necessary to release the Lien of the Collateral Agent on such Hedging Agreement and proceeds thereof.

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.

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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 purposes, the Borrower will be an entity

disregarded as separate from the Equityholder and the Equityholder will be a U.S. Person. The Borrower will file on a timely basis all U.S. federal income and other material Tax returns (including foreign, federal, state, local and otherwise)

required to be filed, if any, and will pay all U.S. federal income 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). No more than 50% of the debt obligations (as determined for U.S. federal income tax purposes) held by the Borrower may at

any time consist of real estate mortgages as determined for purposes of Section 7701(i) of the Code unless, based on written advice of Orrick, Herrington & Sutcliffe LLP, Latham & Watkins LLP or an opinion of other tax counsel

of nationally recognized standing in the United States experienced in such matters, the ownership of such debt obligations will not cause the Borrower to be treated as a taxable mortgage pool for U.S. federal income tax purposes.

Section 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 Facility Agent in its sole discretion.

Section 10.10 Deposit of Collections. The Borrower shall transfer, or cause to be transferred, all Collections to the Collection

Account by the close of business on the second Business Day following the date such Collections are received by the Borrower, the Equityholder, the Services Provider, any sub-advisor of the Services Provider or any of their respective Affiliates.

Section 10.11 Indebtedness; Guarantees. The Borrower shall not create, incur, assume or suffer to exist any Indebtedness

other than Indebtedness permitted under the Transaction Documents. The Borrower shall incur no Indebtedness secured by the Collateral other than the Obligations. The Borrower shall not assume, guarantee, endorse or otherwise be or become directly or

contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person, agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital,

other than as expressly permitted under the Transaction Documents.

Section 10.12 Limitation on Purchases from Affiliates.

Other than pursuant to the Sale Agreement, the Borrower shall not purchase any asset from the Equityholder or the Services Provider or any Affiliate of the Borrower, the Equityholder or the Services Provider.

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

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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) each of the Facility Agent and the Services

Provider 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.

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 one or more

distributions of (x) Principal Collections (excluding any Principal Collections necessary to settle the acquisition of Eligible Collateral Obligations) if, after giving effect to such distribution, (1) as certified in writing by the

Borrower and Services Provider to the Facility Agent (with a copy to each Agent), sufficient proceeds remain for all payments to be made pursuant to Section 8.3(a)(i) (other than clause (P) thereof) and

Section 8.3(a)(ii) (other than clause (F) thereof) on the next Distribution Date, (2) no Facility Termination Event, Unmatured Facility Termination Event, Unmatured Services Provider Event of Default or Services Provider

Event of Default shall have occurred and be continuing, (3) each Collateral Quality Test is satisfied, (4) the Minimum Equity Condition is satisfied, (5) the Advances outstanding do not exceed the lower of the Borrowing Base and the

Maximum Availability and (6) the Foreign Currency Advance Amount does not exceed the Foreign Currency Sublimit; (y) amounts paid to it pursuant to Section 8.3(a) on the applicable Distribution Date; and (z) any asset that

the Borrower has been directed to divest pursuant to Section 10.29.

(b) Prior to foreclosure by the Facility Agent upon any

Collateral pursuant to Section 13.3(c), nothing in this Section 10.16 or otherwise in this Agreement shall restrict 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

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enforce such Transaction Documents in accordance with their terms, and (ii) upon reasonable request of the Facility 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. Following the occurrence of any Facility Termination Event, or during an Equityholder Credit Event, the Borrower shall not consent to a Material Modification with respect to any Collateral Obligation without the express written

consent of the Facility Agent (in its sole discretion); provided that, following the occurrence of any Facility Termination Event or during an Equityholder Credit Event, the Borrower may consent to a Material Modification without the express

written consent of the Facility Agent if the Equityholder shall deposit, on or prior to the date such Material Modification is effected, an amount equal to the outstanding principal amount of such Collateral Obligation (such amount to be calculated

prior to giving effect to the related Revaluation Event) in order to repurchase such Collateral Obligation from the Borrower, subject to compliance with the requirements of Section 7.11 (other than with respect to clause

(a)(i)(D)(1) thereof); provided, further, that if such amount is not deposited on such date for the repurchase of such Collateral Obligation, the requirement to obtain the express consent of the Facility Agent shall be reinstated.

Any failure by the Borrower to obtain the express consent of the Facility Agent to any Material Modification as required under this Section 10.18 shall result in the related Collateral Obligation being subject to a Revaluation Event

under clause (e) of the definition thereof but shall not result in an additional Facility Termination Event.

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 Facility Agent or the Collateral Agent (acting at the request of the Facility 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 Facility 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 Facility Agent may reasonably determine is necessary to ensure the perfection of such

security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired.

(b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility

Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral.

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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 Facility Agent’s request) or the Facility 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 Facility 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 to a Pledged Account as directed by the Collateral Agent (at the written direction of the Facility Agent). The Borrower

further agrees that it shall (or it shall cause the Services Provider to) provide prompt notice to the Facility Agent of any misdirected or errant payments made by any Obligor (if not corrected within two Business Days of such payment) with respect

to any Collateral Obligation and direct such Obligor to make payments as required hereunder.

Section 10.21 Delivery of Collateral

Obligation Files. (a) The Borrower (or the Services Provider on behalf of the Borrower) shall deliver to the Collateral Custodian (with a copy to the Facility Agent at the following e-mail addresses (for electronic copies):

amit.patel@db.com, james.kwak@db.com, christina.flowers@db.com and jack.finnegan@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). In addition, promptly following the occurrence of a Facility Termination Event, the Borrower shall deliver to the Collateral Custodian (with a copy to the Facility Agent at the email addresses set

forth above) a fully executed assignment in blank for each Collateral Obligation for which the Services Provider, the Equityholder or any of their respective Affiliates is the loan agent. The Borrower shall use commercially reasonable efforts

consistent with its then-current business practices to maintain (or cause to be maintained) for 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 Facility Agent, make available, or, upon the Facility Agent’s demand following the occurrence and during the continuation of a Services Provider Event of Default,

deliver to the Facility Agent copies of all such Records which evidence or relate to the Collections.

(b) The Borrower shall deliver the

following: (i) all Asset Approval Requests to lenderfinance_collatreview@list.db.com, (ii) Monthly Reports delivered in connection with Section 8.5 to csg.india@db.com, abs.conduits@db.com, dbinvestor@list.db.com,

amit.patel@db.com, james.kwak@db.com, christina.flowers@db.com and jack.finnegan@db.com, (iii) requests or notices delivered in accordance with Sections 2.2, 2.4 or 8.3(b), to abs.conduits@db.com,

lenderfinance_collatreview@list.db.com, amit.patel@db.com, james.kwak@db.com, christina.flowers@db.com and jack.finnegan@db.com and (iv) obligor reports delivered in connection with Section 7.5(k) to gcrt.ratingrequests@db.com and

lenderfinance_collatreview@list.db.com.

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Section 10.22 Reserved.

Section 10.23 ERISA.

(a) The Borrower will not become a Benefit Plan Investor at any time while any Obligations are outstanding.

(b) The Borrower will not take any action, or omit to take any action, which would give rise to a non-exempt prohibited transaction under

Section 406(a)(1)(B) of ERISA or Section 4975(c)(1)(B) of the Code that would subject any Lender to any tax, penalty, damages, or any other claim for relief under ERISA or the Code, assuming in each case that no Lender is a Benefit Plan

Investor.

(c) The Borrower shall not sponsor, maintain, or contribute to, any Plan. Except as would not reasonably be expected to have a

Material Adverse Effect, (i) the Borrower shall not, and shall not permit any ERISA Affiliate to, permit to exist any occurrence of any ERISA Event, and (ii) the Borrower shall not permit any ERISA Affiliate over which it has control to

sponsor, maintain, contribute to, or incur any liability in respect of, any Plan.

Section 10.24 Proceedings. As soon as

possible and in any event within three (3) Business Days after a Responsible Officer of the Borrower receives notice or obtains knowledge thereof (after reasonable inquiry), such Responsible Officer shall notify the Facility Agent of any

settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material suit or material

proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower Collateral (taken as a whole), the Transaction Documents, the Collateral Agent’s interest

in the Collateral, or the Borrower; provided that any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral (taken as a whole), the Transaction Documents, the Collateral Agent’s

interest in the Collateral, or the Borrower in excess of $100,000 or more shall be deemed to be material for purposes of this Section 10.24.

Section 10.25 Officer’s Certificate. On each anniversary of the date of this Agreement, the Borrower shall deliver an

Officer’s Certificate, in form and substance acceptable to the Facility Agent, providing (i) a certification, based upon a review and summary of UCC search results, that there is no other interest in the Collateral perfected by filing of

a UCC financing statement other than in favor of the Collateral Agent and (ii) a certification, based upon a review and summary of tax and judgment Lien searches satisfactory to the Facility Agent, that there is no other interest in the

Collateral based on any tax or judgment Lien.

Section 10.26 Policies and Procedures for Sanctions. The Borrower has

instituted and maintained policies and procedures designed to promote compliance with Sanctions.

Section 10.27 Compliance with

Sanctions. The Borrower shall not directly or knowingly indirectly use the proceeds of the Advances, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture, partner or other Person or entity, to fund or

facilitate (i) any activities of or business with any Sanctions Target, (ii) any activities of or business in any Sanctioned Country or (iii) in any other manner that, in each case, would result in a violation by

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any Person that is a party to this agreement of Sanctions. This clause applies only to the extent that compliance does not result in a violation of applicable blocking or anti-boycott laws

(including, without limitation, the Council Regulation (EC) No 2271/96 and/or section 7 of the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 no. 3 of the German Foreign Trade

and Payments Act (Außenwirtschaftsgesetz))).

Section 10.28 Compliance with Anti-Money Laundering. The Borrower shall

comply in all material respects with all applicable Anti-Money Laundering Laws and shall provide notice to the Facility Agent, within five (5) Business Days, of the Borrower’s receipt of any Anti-Money Laundering Law regulatory notice or

action involving the Borrower.

Section 10.29 Ineligible Collateral. At the direction of the Facility Agent (in its sole

discretion), the Borrower shall divest in a manner reasonably satisfactory to the Facility Agent (i) reasonably promptly upon request by the Facility Agent, any asset that does not satisfy the definition of “Eligible Collateral

Obligation” or “Permitted Investment” if (a) such asset is a Structured Finance Obligation, (b) a material breach of Section 7.4(k) has occurred with respect to such asset or (c) any Lender determines

that such asset is reasonably likely to result in any reputational harm to such Lender (in such Lender’s sole discretion) or (ii) as soon as reasonably practicable following the request by the Facility Agent, any asset that does not

satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment” and the Facility Agent determines that the Borrower’s ownership of such asset is reasonably likely to (x) have materially adverse

regulatory consequences on any Lender (in such Lender’s sole discretion) or (y) result in unfavorable capital treatment for any Lender (in such Lender’s sole discretion) and the Borrower and Facility Agent have not otherwise agreed

to modifications to this Agreement to address such capital treatment; provided that any such divestiture shall not be included in the limitations on sales set forth in Sections 7.11(a)(i)(E) or (F) and that distributions

(including a distribution in respect of an equity interest) of any such asset shall not be subject to any requirement or restriction that would otherwise be applicable to such distribution hereunder. The Facility Agent and each Lender shall provide

any waivers necessary to permit such divestiture and acknowledges that it does not have any discretion with respect to selecting the purchaser of any asset divested pursuant to this Section 10.29; provided that, in no event shall

an Unmatured Facility Termination Event or a Facility Termination Event be deemed to have occurred due to the Borrower’s inability to effect any such divestiture if the Borrower otherwise complies with its obligations under this

Section 10.29. Any direction to divest an asset pursuant to this Section 10.29 shall not be effective unless accompanied by an explanation (which may be provided as e-mail correspondence), in reasonable detail, of the basis

for requesting such direction.

Section 10.30 AIF/AIFM Covenant. The Borrower shall not become (i) an AIFM or an AIF

managed by an AIFM (as such term is defined in the AIFMD) required to be authorized or registered in accordance with AIFMD; or (ii) an AIFM or an AIF managed by an AIFM (as such term is defined in the UK AIFM Regulations) required to be

authorized or registered in accordance with the UK AIFM Regulations.

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ARTICLE XI

THE COLLATERAL AGENT

Section 11.1 Appointment of Collateral Agent. State Street Bank and Trust Company is hereby appointed as Collateral Agent pursuant

to the terms hereof. The Secured Parties hereby appoint the Collateral Agent to act exclusively as the agent for purposes of perfection of a security interest in the Collateral and Collateral Agent of the Secured Parties to act as specified herein

and in the other Transaction Documents to which the Collateral Agent is a party. The Collateral Agent hereby accepts such agency appointment to act as Collateral Agent pursuant to the terms of this Agreement, until its resignation or removal as

Collateral Agent pursuant to the terms hereof.

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 Services Provider, the Facility Agent and the Agents certain reports, schedules and calculations, all as more particularly described in this Section 11.3, based upon

information and data received from the Borrower and/or the Services Provider pursuant to Section 7.8 or from the Agents and/or the Facility 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 Pledged Accounts from time to time and Permitted Investments in which amounts held in the Pledged 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 Services Provider or the Facility 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 Services Provider and Facility 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 Facility Agent or the Services Provider upon its request therefor;

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(iv) distribute funds in accordance with such Monthly Report in accordance with

Section 8.3(a);

(v) prepare and deliver to the Facility Agent, each Agent, the Borrower and the Services Provider on each

Reporting Date, the Monthly Report and any update pursuant to Section 8.5 when requested by the Services Provider, the Borrower or the Facility Agent, on the basis of the information contained in the Collateral Database as of the

applicable Determination Date, the information provided by each Agent and the Facility Agent pursuant to Section 3.4 and such other information as may be provided to the Collateral Agent by the Borrower, the Services Provider, the

Facility Agent, any Agent or any Lender;

(vi) provide other such information with respect to the Collateral granted to the Collateral

Agent and not released as may be routinely maintained by the Collateral Agent in performing its ordinary Collateral Agent function pursuant hereunder, as the Borrower, the Services Provider, the Facility Agent, any Agent or any Lender may reasonably

request from time to time;

(vii) upon the written request of the Services Provider 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 City 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 Services Provider 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 Services Provider in a mutually agreed format;

(viii) upon the Collateral Agent’s receipt on any Business Day of written notification from the Services Provider of its intent to sell

(in accordance with Section 7.11) 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 City time)) on such date (otherwise such request will be deemed made on the next succeeding Business Day) a pro forma calculation of the tests and other requirements set forth in Sections 7.11(a)(i)(A), (B) and

(C) based upon information contained in the Collateral Database and information furnished by the Services Provider, compare the results thereof and report the results to the Services Provider in a mutually agreed format; and

(ix) track the Principal Balance of each Collateral Obligation and report such balances to the Facility Agent and the Services Provider upon

request.

(b) The Collateral Agent shall provide to the Services Provider 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 Services Provider in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific written instructions from the Services Provider, prior to the occurrence of

a Facility Termination Event

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or a Services Provider Event of Default or the Facility Agent, after the occurrence and during the continuance of a Facility Termination Event or a Services Provider Event of Default, in which

event the Collateral Agent shall only vote, consent or take such other action in accordance with such instructions.

the above:

(i) The Facility 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 Facility Agent) as its agent to execute and deliver all further instruments and documents, and

take all further action (at the written direction of the Facility Agent) that the Facility 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 Services Provider 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 Facility 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 Facility 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 Facility Agent; provided that the Collateral Agent shall not be required to take any action hereunder at the request of the Facility 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 Facility Agent and the Collateral Agent

does not receive a consent (either positive or negative) from the Facility Agent within 10 Business Days of its receipt of such request, then the Facility 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 Facility 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 Facility 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 Facility 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 Facility 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 Facility 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. After the expiration of the 180 day period commencing on the date hereof,

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 Services Provider, the Borrower and the Facility Agent; provided, that no resignation or

removal of the Collateral Agent will be permitted unless a successor Collateral Agent has been appointed by the Facility Agent with (so long as no Unmatured Services Provider Event of Default, Services Provider Event of Default, Unmatured Facility

Termination Event or Facility Termination Event has occurred and is continuing), the consent of the Services Provider. Promptly after receipt of notice of the Collateral Agent’s resignation, the Facility Agent shall promptly appoint a

successor Collateral Agent by written instrument, in duplicate, copies of which instrument shall be delivered to the Borrower, the Services Provider, 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 Facility Agent upon at least

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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 Facility Agent shall appoint, or petition a court of competent jurisdiction to appoint, a successor Collateral Agent;

provided that, so long as no Services Provider Event of Default or Facility Termination Event has occurred and is continuing (x) any successor Collateral Agent so appointed by the Facility Agent shall be reasonably acceptable to the

Borrower and (y) the Borrower’s consent shall be required in connection with the Facility Agent’s removal of the Collateral Agent without cause unless any litigation has commenced between the Facility Agent and the 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 Services Provider.

Section 11.5 Representations and Warranties. The Collateral Agent represents and warrants to the

Borrower, the Facility Agent, the Lenders and Services Provider that:

(a) the Collateral Agent has the corporate power and authority and

the legal rights to execute and deliver, and to perform its obligations under, this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;

(b) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Official Body and no consent of any other

Person (including any stockholder or creditor of the Collateral Agent) is required in connection with the execution, delivery performance, validity or enforceability of this Agreement; and

(c) this Agreement has been duly executed and delivered on behalf of the Collateral Agent and constitutes a legal, valid and binding

obligation of the Collateral Agent enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally

and by general principles of equity (whether enforcement is sought in proceedings in equity or at law).

Section 11.6 No Adverse

Interest of Collateral Agent. By execution of this Agreement, the Collateral Agent represents and warrants that it currently holds and during the existence of this Agreement shall hold, no adverse interest, by way of security or otherwise, in

any Collateral Obligation or any document in the Collateral Obligation Files. Neither the Collateral Obligations nor any documents in the Collateral Obligation Files shall be subject to any security interest, lien or right of set-off by the Collateral Agent or any third party claiming through the Collateral Agent, and the Collateral Agent shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party

interest in, the Collateral Obligations or documents in the Collateral Obligation Files, except that the preceding clause shall not apply (i) to the Collateral Agent with respect to the Collateral Agent Fees and Expenses, (ii) to the

Collateral Custodian with respect to the Collateral Custodian Fees and Expenses, and (iii) in the case of any accounts, with respect to (x) returned or charged-back items, (y) reversals or cancellations of payment orders and other

electronic fund transfers, or (z) overdrafts in the Collection Account.

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Section 11.7 Reliance of Collateral Agent. In the absence of bad faith on the

part of the Collateral Agent, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document furnished to the

Collateral Agent, reasonably believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Agreement; but in the case of a request, instruction, document

or certificate which by any provision hereof is specifically required to be furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same in accordance with the requirements of this Agreement to determine that

they conform on their face to the form required by such provision. For avoidance of doubt, Collateral Agent may rely conclusively on certificates setting forth the calculation of the Borrowing Base and the Officer’s Certificate of the Services

Provider. The Collateral Agent shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is

governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action.

Section 11.8 Limitation of Liability and Collateral Agent Rights. (a) The Collateral Agent may conclusively rely on and shall

be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties.

The Collateral Agent may rely conclusively on and shall be fully protected in acting upon (i) the written instructions of any designated officer of the Facility Agent or (ii) the verbal instructions of the Facility Agent.

(b) The Collateral Agent may consult counsel satisfactory to it with a national reputation in the applicable matter and the advice or opinion

of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(c) The Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or

for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith, reckless disregard or negligent performance or omission of its duties.

(d) The Collateral Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this

Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value

(except as expressly set forth in this Agreement) of any of the Collateral.

(e) The Collateral Agent shall have no duties or

responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and the other Transaction Documents to which it is a party and no covenants or obligations shall be implied in this Agreement against the

Collateral Agent.

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(f) The Collateral Agent shall not be required to expend or risk its own funds in the

performance of its duties hereunder.

(g) It is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing

performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral.

(h) In case

any reasonable question arises as to its duties hereunder or under any other Transaction Document, the Collateral Agent may, prior to the occurrence of a Facility Termination Event, request instructions from the Services Provider and may, after the

occurrence of a Facility Termination Event, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Services Provider or the Facility

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 Facility Agent. In no event shall the Collateral Agent be liable for

special, indirect, punitive 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 Services Provider, the Facility 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 Services Provider, the Facility Agent and each 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 Services Provider, the Facility Agent, any 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

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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.

(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 Services Provider, Borrower or any other

Person, except by reason of acts or omissions by the Collateral Agent constituting bad faith, willful misfeasance, negligence or reckless disregard of 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 Services Provider, the Facility 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 Services Provider, the Facility Agent or another Person except to the extent that such inaccuracies or errors are caused by the Collateral Agent’s own bad faith,

willful misfeasance, negligence or reckless disregard of its duties hereunder. The Collateral Agent shall not be liable for failing to perform or delay in performing its specified duties hereunder which results from or is caused by a failure or

delay on the part of the Borrower or the Services Provider, the Facility Agent or another Person in furnishing necessary, timely and accurate information to the Collateral Agent.

Section 11.9 Tax Reports. The Collateral Agent shall not be responsible for the preparation or filing of any reports or returns

relating to federal, state or local income taxes with respect to this Agreement, other than in respect of the Collateral Agent’s compensation or for reimbursement of expenses, except as required by Applicable Law.

Section 11.10 Merger or Consolidation. Any Person (i) into which the Collateral Agent may be merged or consolidated,

(ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the properties and assets of the Collateral Agent substantially as a whole, which Person in any of the

foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Agent hereunder, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Section 11.11 Collateral Agent Compensation. As compensation for its activities hereunder, the Collateral Agent (in each of its

capacities hereunder and as Securities Intermediary under the Account Control Agreement) shall be entitled to its fees and expenses from the Borrower as set forth in the Collateral Agent 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 Services Provider, or both but without duplication, to the Collateral Agent and the Securities Intermediary under

the Transaction Documents (including, without limitation, Indemnified Amounts payable under Article XVI) (collectively, the “Collateral Agent Fees and Expenses”). The Borrower agrees to reimburse the Collateral Agent in

accordance with the provisions of Section 8.3(a) for all reasonable, out-of-pocket, documented expenses,

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disbursements and advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision

hereof or in the other Transaction Documents. The Collateral Agent’s entitlement to receive fees (other than any previously accrued and unpaid fees) shall cease on the earlier to occur of (i) its removal as Collateral Agent pursuant to

Section 11.4 or (ii) the termination of this Agreement.

Section 11.12 Compliance with Applicable Anti-Bribery

and Corruption, Anti-Terrorism and Anti-Money Laundering Regulations. In order to comply with Applicable Banking Law, the Collateral Agent and the Collateral Custodian are required to obtain, verify, record and update certain information

relating to individuals and entities which maintain a business relationship with the Collateral Agent and the Collateral Custodian. Accordingly, each of the parties agrees to provide to the Collateral Agent and the Collateral Custodian, upon their

reasonable request from time to time such identifying information and documentation as may be available for such party in order to enable the Collateral Agent and the Collateral Custodian to comply with Applicable Banking Law.

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 the following (other than Margin Stock, Retained Interests and Excluded Amounts), in each case

whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):

(a) all Collateral Obligations;

(b) all Related Security;

(c)

this Agreement, the Sale Agreement and all other 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;

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

(i) each Pledged Account, all funds held in any Pledged Account (other than Excluded Amounts), and all certificates and instruments, if any,

from time to time representing or evidencing any Pledged Account or such funds,

(ii) all investments from time to time of amounts in the

Pledged 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;

(h) all of the Borrower’s other personal property; and

(i) all Proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute

property of the types described in clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on

behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.

Section 12.2 Borrower Remains Liable. Notwithstanding anything in this Agreement, (a) except to the extent of the Services

Provider’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 Services Provider from any of

their respective duties or obligations under the Collateral Obligations, Borrower Assigned Agreements or other agreements included in the

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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 Services Provider 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 and the Commitments have been reduced to zero,

the Collateral Agent may not release any Lien covering any Collateral except for (i) Collateral Obligations sold pursuant to Section 7.11, (ii) any Related Security identified by the Borrower (or the Services Provider 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 Obligations pursuant to Section 7.12.

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) the Borrower shall fail to pay any amount on the Obligations (x) on the Facility

Termination Date or (y) as otherwise provided for in any Transaction Document when due (in all cases, whether on any Distribution Date, on the Facility Termination Date, by reason of acceleration, by notice of intention to prepay, by required

prepayment or otherwise) and, solely in the case of clause (y), such failure continues for two (2) Business Days;

(b) the

Borrower, the Equityholder or the Services Provider 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, the Equityholder or the Services Provider, and

(ii) the date on which a Responsible Officer of the Borrower, the Equityholder or the Services Provider acquires knowledge thereof (after reasonable inquiry);

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Provider 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, the Equityholder or the Services Provider to the Facility Agent, any 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, except in the

case of a beach of the Borrower’s representation in Section 9.21(c), 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, the Equityholder or the Services Provider, and (ii) the date on which a Responsible Officer of the Borrower, the Equityholder or the

Services Provider acquires knowledge thereof (after reasonable inquiry); 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 either (i) the Borrower complies with its obligations in Section 7.12 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect

to such Collateral Obligation, the equivalent in Dollars of the aggregate principal amount of all Advances outstanding hereunder does not exceed the Borrowing Base;

(d) either (i) an Insolvency Event shall have occurred and be continuing with respect to the Borrower or (ii) an Insolvency Event

shall have occurred and be continuing with respect to the Equityholder and an Equityholder Credit Event Cure has not been successfully completed within fifteen (15) Business Days of such occurrence;

(e) other than solely as a result of a Specified Borrowing Base Breach, the equivalent in Dollars of the aggregate principal amount of all

Advances outstanding hereunder exceeds the Borrowing Base or the Maximum Availability, calculated in accordance with Section 1.2(g) and such condition continues unremedied for (x) two (2) consecutive Business Days or

(y) if such event constitutes a Specified Limited Borrowing Base Deficiency and an Equity Cure Notice was delivered with respect to such event, twelve (12) consecutive Business Days (unless, upon request by the Borrower, the Facility Agent

has given its prior written consent to extend such period to thirteen (13) consecutive Business Days (which consent shall not be unreasonably withheld, delayed or conditioned) (or such longer period as consented to by the Facility Agent in its

sole discretion in the event the next monthly equity subscription into the Equityholder is not scheduled to occur until after the expiration of such period)); provided that the Borrower may partially cure such event at different points in

time and subject to different cure periods in accordance with this clause (e);

(f) (i) any Transaction Document or any

Lien granted thereunder 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 Services Provider or any other Person shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest granted under any

Transaction Document 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);

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(g) a Services Provider Event of Default shall have occurred and be continuing past any

applicable notice or cure period provided in the definition thereof and, in the case of a Services Provider Event of Default under clauses (f) or (g) of the definition thereof while the Services Provider is the Equityholder,

an Equityholder Credit Event Cure has not been successfully completed within fifteen (15) Business Days of such occurrence;

(h) the

Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment,

acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to

any such Indebtedness of the Borrower, or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to

accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to

prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary

prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an

accelerated basis;

(i) a Change of Control shall have occurred;

(j) 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) Blue Owl Technology Finance Corp. ceases to be a “business

development company” within the meaning of the 1940 Act;

(k) failure on the part of the Borrower, the Equityholder or the Services

Provider to (i) make any payment or deposit (including, without limitation, with respect to 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; provided that

the Borrower, the Equityholder or the Services Provider shall have two (2) Business Days after the date on which a Responsible Officer of the Borrower, the Equityholder or the Services Provider acquires actual knowledge thereof to cure any such

failure under this clause (k)(i) caused by administrative error so long as it provides prior written notice to the Facility Agent of such error and its proposal for such cure 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 and such failure under this clause (ii) continues for two (2) Business Days;

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(l) (i) failure of the Borrower to maintain at least one Independent Manager or

(ii) the removal of any Independent Manager without Cause or prior written notice to the Facility Agent and each Agent (in each case as required by the Constituent Documents of the Borrower); provided that, in the case of each of

clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for cause, death or incapacitation of the current Independent Manager;

(m) 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 Facility Agent, which consent may be withheld in the exercise of its sole and absolute discretion;

(n) (i) any court shall render a final, non-appealable judgment against the Borrower (x) in an amount in excess of $250,000 which shall

not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (y) for which the Facility Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower

has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or (ii) the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable

satisfaction of the Facility Agent within 30 days after the making thereof;

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

Borrower;

(p) at any time, the Minimum Equity Condition is not satisfied and such condition continues unremedied for (x) two

(2) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, twelve (12) consecutive Business Days (unless, upon request by the Borrower, the Facility Agent has given its prior written

consent to extend such period to thirteen (13) consecutive Business Days (which consent shall not be unreasonably withheld, delayed or conditioned));

(q) (i) a Specified Borrowing Base Breach (Type 1) shall have

occurred and continue unremedied for the shorter of (x) 180 consecutive days and (y) two consecutive Distribution Dates or (ii) a Specified

Borrowing Base Breach (Type 2) shall have occurred and continue unremedied for 90 consecutive days; or

(r) an ERISA Event occurs that, alone or together with all other ERISA Events that have occurred, would reasonably be expected to have a

Material Adverse Effect.

Section 13.2 Effect of Facility Termination Event.

(a) Optional Termination. Upon notice by the Collateral Agent, acting at the direction of the Facility Agent or the Required Lenders,

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,

acting at the direction of the Facility Agent or the Required Lenders, may declare all or any portion of the outstanding principal amount of the Advances and other Obligations to be

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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).

Breach. Upon the occurrence of any Specified Borrowing Base Breach, such event shall be deemed to be continuing until such time as the Advances outstanding no longer exceed the Borrowing Base (or as otherwise waived by the Facility Agent in its sole discretion).and the Required Lenders; provided

that, each waiver shall require separate approval; provided further that, notwithstanding anything herein to the contrary, the Lenders who comprise the Required Lenders (other than the Facility Agent) shall have two (2) Business Days to issue

their approval or denial in writing otherwise it will be deemed approved).

Section 13.3 Rights upon Facility

Termination Event. If a Facility Termination Event shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Required Lenders, direct the Collateral Agent to exercise any of the

remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent or the

Required Lenders, also do one or more of the following (subject to Section 13.9):

(a) institute proceedings in its own name

and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys

adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by

Applicable Law or any Transaction Document;

(b) exercise any remedies of a secured party under the UCC and take any other appropriate

action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and

(c) require the Borrower and the Services Provider, at the Services Provider’s expense, to (1) assemble all or any part of the

Collateral as directed by the Collateral Agent (at the direction of the Facility 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 Facility Agent) that is

reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more

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parcels at a public or private sale, at any of the Collateral Agent’s or the Facility 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 Facility 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 the outstanding Obligations pursuant to Section 4.1.

The Collateral Agent shall give the Services Provider notice of any sale of Collateral following an acceleration of the outstanding Advances. The Services Provider, the Lenders and any of their respective Affiliates shall be permitted to participate

in any such sale.

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 (at the direction of the Facility 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.

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 13.6, shall be entitled and empowered but without

any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise:

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(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 (at the direction of the Facility 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 (at the direction of the Facility Agent) 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.

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 Article XIII 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.

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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 XVIII, the Collateral Agent shall not have any duty as to any Collateral in its possession or control or in the possession or control of any agent

or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not 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. The Collateral Agent shall not be liable or responsible for any misconduct,

negligence or loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent, attorney or bailee selected by the Collateral Agent 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.

Section 13.10 Power of Attorney. (a) Each of the Borrower and the Services Provider 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 (at the direction of the Facility Agent), 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 and the Services Provider 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 Facility 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 or the Services Provider as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of

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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 each of the Borrower and the Services Provider 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 or the Services Provider until all obligations of each of the Borrower and the

Services Provider 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.

Section 13.11 Purchase Right. It is understood that the

Equityholder, the Services Provider or any of their respective Affiliates may submit its bid for the Collateral or any portion thereof as a combined bid with the bids of other members of a group of bidders, and shall have the right to find bidders

to bid on the Collateral or any portion thereof.

ARTICLE XIV

THE FACILITY AGENT

Section 14.1 Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as Facility Agent hereunder

and under the other Transaction Documents, and authorizes the Facility 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 Facility 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. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Facility Agent nor any Agent (the Facility Agent and each Agent being referred to in this Article XIV 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.

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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, solely with respect to liability to the Borrower, 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 Services Provider.

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 Facility 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 Facility 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 Services Provider, the Borrower or any Lender, referring

to this Agreement and describing such event. In the event that any Agent receives such a notice, it shall promptly give notice thereof to the Lenders in its Lender Group. The Facility Agent shall take such action with respect to such event as shall

be reasonably directed in writing

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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 Group 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 Services Provider, 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 Services Provider, 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 Services Provider, 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 Services Provider 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.

In no event shall any Note

Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if such Note Agent has been advised of the likelihood of such loss or damage and regardless

of the form of action. In no event shall such Note Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether

declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement.

Section 14.7 Indemnification. The Lenders agree to indemnify the Facility Agent and its officers, directors, employees,

representatives and agents (to the extent not reimbursed by the Borrower or the Services Provider 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 (or their Commitments, if no Advances are outstanding) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,

expenses or disbursements of any kind or nature

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whatsoever (including the reasonable fees and disbursements of counsel for the Facility Agent or the affected Person in connection with any investigative, or judicial proceeding commenced or

threatened, whether or not the Facility 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 Facility Agent or such affected Person as a result of, or arising out

of, or in any way related to or by reason of, any of the transactions contemplated hereunder or under the Transaction Documents or any other document furnished in connection herewith or therewith.

Section 14.8 Successor Note Agent. If the Facility Agent shall resign as Facility Agent under this Agreement, then the Required

Lenders and the Borrower shall appoint a successor agent, whereupon such successor agent shall succeed to the rights, powers and duties of the Facility Agent, and the term “Facility Agent” shall mean such successor agent, effective upon

its acceptance of such appointment, and the former Facility Agent’s rights, powers and duties as Facility Agent shall be terminated, without any other or further act or deed on the part of such former Facility Agent or any of the parties to

this Agreement; provided that, unless a Facility Termination Event has occurred and is continuing, no successor agent shall be a Competitor. Any Agent may resign as Agent upon ten days’ notice to the Lenders in its Lender Group and the

Facility 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 the 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.

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 Services Provider 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 Facility Agent shall, at the Borrower’s expense, retain Protiviti, Inc. (or

another nationally recognized audit firm acceptable to the Facility 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 (as

such Exhibit B may be reasonably amended from time to time in the sole discretion of the Facility Agent by delivery of such amended Exhibit B by the Facility Agent to the Borrower), (i) within 180 days after the Effective Date and

(ii) annually thereafter; provided that there shall be no limits on the Facility Agent’s right to conduct audits (at the Borrower’s expense) during the occurrence of a Facility Termination Event or Unmatured Facility

Termination Event. The Facility Agent shall promptly forward the results of such audit to the Services Provider.

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Section 14.11 Compliance with Applicable Anti-Bribery and Corruption, Anti-Terrorism

and Anti-Money Laundering Regulations. In order to comply with Applicable Banking Law, the Facility Agent is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business

relationship with the Facility Agent. Accordingly, each of the parties agree to provide to the Facility Agent, upon its reasonable request from time to time such identifying information and documentation as may be available for such party in order

to enable the Facility Agent to comply with Applicable Banking Law.

ARTICLE XV

ASSIGNMENTS

Section 15.1

Restrictions on Assignments by the Borrower and the Services Provider. Except as specifically provided herein, neither the Borrower nor the Services Provider may assign any of their respective rights or obligations hereunder or any interest

herein without the prior written consent of the Facility 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; provided that, the

Services Provider, acting in accordance with the Servicing Standard, may delegate certain of its administrative obligations hereunder to any Affiliate thereof; provided further that, the Services Provider shall remain liable for the

performance of its obligations hereunder.

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. In the case of an assignment of any Commitment (or any portion thereof) or any Advance (or any portion thereof) the assignee

shall execute and deliver to the Services Provider, the Borrower, the Facility Agent and the Collateral Agent a fully executed Joinder Agreement substantially in the form of Exhibit E hereto. If the assignee is not an existing Lender it

shall deliver to the Facility Agent any tax forms and other information requested by the Facility Agent for purposes of conducting its customary “know your customer” inquiries. Each Lender represents to the Borrower and the Services

Provider that it is, as of the date it became a Lender and on each date on which it remains a Lender, a qualified purchaser for purposes of Section 3(c)(7) of the 1940 Act.

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.

Section 15.4 Assignment by

Lenders. So long as no Unmatured Facility Termination Event, Facility Termination Event, Unmatured Services Provider Event of Default or Services Provider Event of Default has occurred and is continuing, no Lender may make any assignment,

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and no such assignment shall be permitted, without the prior written consent of the Borrower (which consent, unless (a) such assignment is to a Competitor or (b) such assignment leads

to DBNY holding less than 51% of the Facility Amount, shall not be unreasonably withheld, delayed or conditioned) 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 Applicable Law (including, without limitation,

the Volcker Rule and/or GBSA) 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; provided that the Lenders shall not assign any interest in, or sell a participation in any Advance (or portion thereof) or its Commitment (or any portion thereof), to the

Equityholder or any Affiliate thereof without the prior written consent of the Facility Agent in its sole discretion; provided, further that in the event that any Lender shall assign any interest in, or sell a participation in any

Advance (or portion thereof) or its Commitment (or any portion thereof), to the Equityholder or any Affiliate thereof, then the Equityholder or such Affiliate thereof shall have no right to vote, consent or object to any requirements set forth in

this Agreement and any Advances held by the Equityholder or such Affiliate thereof shall be deemed not outstanding for purposes of any such vote, consent or objection; provided further, that each Lender shall first offer to sell such

interest(s) (i) to the Lender affiliated with the Facility Agent and, if such Lender does not accept such offer within 10 Business Day, then (ii) to each remaining Lender (pro rata) for a period of 10 Business Days prior to offering

to any Person that is not an existing Lender. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. The Lenders shall provide notice of any assignment by such Lender to the Borrower

and the Services Provider.

Section 15.5 Registration; Registration of Transfer and Exchange. (a) The Collateral Agent,

acting solely for this purpose as agent for the Borrower (and, in such capacity, the “Loan 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 “Loan Register”). The entries in the Loan Register shall be conclusive absent manifest error, and the Borrower,

the Collateral Agent, the Facility Agent, each Agent and each Lender shall treat each Person whose name is recorded in the Loan Register pursuant to the terms hereof as a Lender hereunder. The Loan Register shall be available for inspection by

the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(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 Loan Registrar shall not register (or cause to be registered) the

transfer of such Note, unless the proposed transferee shall have delivered to the Loan 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.

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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 Loan Registrar) the new

Note which the holder making the exchange is entitled to receive at the Loan Registrar’s office, located at 1776 Heritage Drive– Mail Stop: JAB0527, North Quincy, MA 02171.

(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 Loan 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 Loan

Registrar) be fully endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Registrar, duly executed by the holder thereof or his attorney duly authorized in writing.

(g) Reserved.

(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 Loan Registrar, the Borrower shall execute and deliver (through the Loan 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 Loan 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 Loan Registrar that such Note has been acquired by a bona fide Lender, the Borrower shall execute and deliver (through the Loan 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.

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.

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(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.

(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 Services Provider, the Facility 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 Services Provider, the Facility 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 Loan 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”) other than, unless an Unmatured

Facility Termination Event, Facility Termination Event, Unmatured Services Provider Event of Default or Services Provider Event of Default has occurred and is continuing, a Competitor. 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 Services Provider, the Facility Agent, any Agent, any Lender, the Collateral Agent nor the Services Provider 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 with respect to a Participation; provided, that with respect

to any greater payment under Section 5.1, such Participant shall not be entitled to receive any greater payment than its participating Lender would have been entitled to receive unless the Borrower has consented to such participation

(unless an Unmatured Facility Termination Event,

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Facility Termination Event, Unmatured Services Provider Event of Default or Services Provider Event of Default has occurred and is continuing, in which case no such consent shall be required for

any greater payment to be received). 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.

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) and proposed Section 1.163-5 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 Facility Agent (in its capacity as

Facility Agent) shall have no responsibility for maintaining a Participant Register.

Section 15.10 Reallocation of Advances.

Any reallocation of Advances among Committed Lenders pursuant to an assignment executed by such Committed Lender and its assignee(s) and delivered pursuant to Article XV or pursuant to a Joinder Agreement executed and delivered pursuant

to Article XV in each case shall be wired by the applicable purchasing Lender(s) to the Collateral Agent pursuant to the wiring instructions provided by the Collateral Agent; provided that the Collateral Agent shall not fund such

wire until it has received an executed assignment agreement or Joinder Agreement, as applicable.

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 Facility Agent, the Agents, the Lenders, the Loan 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, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses, including

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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 (including the structuring and arranging of such transactions) 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, the Equityholder or the Services Provider 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 such Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Indemnified Amounts shall not include any Taxes or Increased Costs, other than any Taxes

that represent Indemnified Amounts arising from any non-Tax claim.

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 and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation. Notwithstanding

anything to the contrary contained herein, the Borrower will be obligated to pay any Indemnified Amount on any given day only to the extent there are amounts available therefor pursuant to Section 8.3(a).

In no event shall any party hereto be liable for special, indirect, or punitive loss or damage of any kind whatsoever (including but not limited to lost

profits), even if such party has been advised of the likelihood of such loss or damage and regardless of the form of action; provided that, this sentence shall in no way limit or vitiate any obligations of such party to indemnify an

Indemnified Party hereunder with respect to any claims brought by third parties for special, indirect, consequential, remote, speculative or punitive damages whatsoever.

Section 16.2 Services Provider Indemnity. Without limiting any other rights which any such Person may have hereunder or under

Applicable Law, the Services Provider agrees to indemnify the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts incurred by such Indemnified Party resulting from (i) any act or omission constituting bad

faith, fraud, willful misconduct, or gross negligence by the Services Provider in the performance of or reckless disregard of its duties hereunder or under any other Transaction Document or (ii) any material breach by the Services Provider of

any representation, warranty or covenant of the Services Provider hereunder or under any other 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 such Indemnified Party and (b) resulting from any loss in value of any Permitted Investment acquired by the Borrower in accordance with the

terms hereof and (c) resulting from the performance of the Collateral Obligations.

Indemnification under this

Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented

out-of-pocket expenses of litigation.

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Section 16.3 Contribution. (a) 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.

(b) If for any reason (other than the exclusions set forth in the first paragraph of Section 16.2) the indemnification

provided above in Section 16.2 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Services Provider 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 Services Provider and its Affiliates, on the other hand, but

also the relative fault of such Indemnified Party, on the one hand, and the Services Provider and its Affiliates, on the other hand, as well as any other relevant equitable considerations.

ARTICLE XVII

MISCELLANEOUS

Section 17.1

No Waiver; Remedies. No failure on the part of any Lender, the Facility Agent, the Collateral Agent, the Collateral Custodian, 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 Facility Agent, the Collateral Agent, the Collateral Custodian, any Affected Person, any Indemnified Party or any Lender or their respective successors and assigns. Without limiting the foregoing,

each Lender is hereby authorized by the Services Provider 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 Services Provider to the amounts owed by the Services Provider under this Agreement, to the Facility Agent, the Collateral Agent, the

Collateral Custodian, any Affected Person, any Indemnified Party, any Agent or any Lender or their respective successors and assigns.

Section 17.2 Amendments, Waivers. (a) This Agreement may not be amended, supplemented or modified nor may any provision hereof be

waived except in accordance with the

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provisions of this Section 17.2. The Borrower, the Services

Provider, the Required Lenders and the Facility Agent may, upon written

notice to each Agent, from time to time enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on

such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided, that, notwithstanding anything herein to the contrary, at any time when there are no

more than two (2) unaffiliated Lenders party to this Agreement, the Lenders who comprise the Required Lenders (other than the Facility Agent) shall have five (5) Business Days to issue their consent or denial in writing in connection with

any request for any such amendment (other than a Fundamental Amendment), supplement, waiver or modifications hereto, otherwise it will be deemed consent from such non-responding Lender; provided further 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 Facility Agent, in each case without the prior written consent of the Facility Agent, (v) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Custodian, in each case

without the prior written consent of the Collateral Custodian, (vi) constitute a Fundamental Amendment without the prior written consent of each Lender, (vii) waive any Facility Termination Event or Services Provider Event of Default

without the prior written consent of the Required Lenders or (viii) materially affect the rights or duties of the Services Provider unless the Services Provider has consented thereto. Upon execution of any amendments by the Borrower, the

Services Provider and the Facility Agent as provided herein, the Services Provider shall deliver a copy of such amendment to the Collateral Agent. 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.

Notwithstanding the foregoing, upon the determination by any Lender that its ownership of any of its rights or obligations hereunder is

prohibited by Applicable Law (including, without limitation, the Volcker Rule and/or GBSA), each of the Borrower, the Services Provider, each Lender, each Agent, the Collateral Agent, the Collateral Custodian and the Facility Agent hereby agree to

work in good faith to amend or amend and restate the commercial terms of this Agreement (including, if necessary, to re-document under a note purchase agreement or indenture) to ensure future compliance with such Applicable Law.

The Borrower and the Services Provider each acknowledge that the Facility Agent may be communicating with other Lenders, Agents or potential

lenders in connection with an amendment or syndication of this Agreement.

(b) Notwithstanding the foregoing, if the Applicable Interest

Rate ceases to exist or is reasonably expected to cease to exist within the succeeding three (3) months, the

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Borrower, the Services Provider and the Facility Agent may (and such parties will reasonably cooperate with each other in good faith in order to) amend this Agreement to replace references herein

to such Applicable Interest Rate (and any associated terms and provisions) with any alternative floating reference rate (and any associated terms and provisions) that is then being generally used in the applicable credit markets for similar types of

facilities (including collateralized loan obligation transactions).

for, and shall not have any liability with respect to, the administration, submission, performance related to Alternate Base Rate, any Applicable Index or with respect to any alternative or successor rate thereto, or replacement rate thereof,

including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being

replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Facility Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation

of any interest rate used in this Agreement or any alternative, successor or alternative rate and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Facility Agent may select information sources or services

in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the

Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or

in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service so long as the rate (or component thereof) used by the Facility Agent in connection therewith is consistent with the

such rate (or component thereof) provided by any such information source or service.

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. The words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other Transaction Documents shall be deemed to include electronic signatures

or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any

Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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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 Facility 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 Services Provider and the Facility 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 Facility 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 Facility Agent, the Collateral Agent, the Collateral Custodian, the Agents and the Lenders with respect thereto and with

respect to advising the Facility 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

Facility Agent, the Collateral Agent, the Collateral Custodian, the Agents and the Lenders, in connection with the enforcement against the Services Provider 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 Facility Agent, such reimbursement shall be limited to one counsel for

all the Facility Agent, the Agents and Lenders and (B) counsel for the Collateral Agent and Collateral Custodian shall be limited to one counsel for each such Person. For the avoidance of doubt, the costs and expenses described in this

Section 17.4 shall not include Taxes.

Section 17.5 Binding Effect; Survival. This Agreement shall be binding upon

and inure to the benefit of Borrower, the Lenders, the Facility Agent, the Services Provider, the Agents, the Collateral Agent, the Collateral Custodian and their respective successors and assigns, and the provisions of Section 4.3,

Article V, and Article XVI shall inure to the benefit of the Affected Persons and the 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 and 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 any Person’s rights to act as Services Provider hereunder or under any other Transaction Document.

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.

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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 AND ANY DISPUTE, SUIT,

ACTION OR PROCEEDING, WHETHER IN CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY, RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE NOTES OR TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN

ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Section 17.9 Counterparts; Electronic Execution. 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. Delivery of this Agreement by facsimile or electronic mail shall be

equally as effective as delivery of an original executed counterpart of this Agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”) format

shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other Loan Documents shall be

deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the

extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform

Electronic Transactions Act.

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, WHETHER IN CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY, 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 EQUITYHOLDER, THE BORROWER, THE SERVICES PROVIDER, THE FACILITY AGENT, THE AGENTS 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 Services Provider, the Collateral Agent, the Collateral Custodian, each

Agent, each Lender and the Facility 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; 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.

(c) The provisions of this Section 17.11 are a material inducement for the Secured Parties to enter into this Agreement and the

transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 17.11 and the Facility Agent may seek and obtain

specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings

under United States federal or state bankruptcy laws or any similar laws. The provisions of this Section 17.11 shall survive the termination of this Agreement.

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 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.

Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents, the parties hereto acknowledge that the

obligations of the Borrower arising hereunder are limited recourse obligations payable solely from the Collateral and, following the application of such Collateral or the proceeds thereof, any claims of the parties hereto (and the obligations of the

Borrower) 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 the Borrower, the Services Provider, the

Equityholder or its successors or assigns, and no action may be brought against any officer, member, director, employee, security holder or incorporator of such Person 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.

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.

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Section 17.14 Confidentiality. (a) The Borrower, the Services Provider, the

Equityholder, 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 Services Provider, 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.

(b) The Facility 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 Facility Agent, the Collateral Agent, such Agent or such Lender pursuant to this Agreement (“Information”) shall be held in confidence (it being understood that documents provided to the Facility Agent

hereunder may in all cases be distributed by the Facility Agent to the Lenders and Agents) except that the Facility Agent, the Collateral Agent, the Collateral Custodian, such Agent 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

Facility Agent, the Collateral Agent, the Collateral Custodian, such Agent or such Lender, (iii) to the extent such information was available to the Facility Agent, such Agent or such Lender on a non-confidential basis prior to its disclosure

to the Facility Agent, such Agent or such Lender hereunder, (iv) with the consent of the Services Provider, (v) to the extent permitted by Article XV, or (vi) to the extent the Facility Agent, such 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 Facility Agent,

such Agent or such Lender, as applicable, will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the Services Provider of its intention to make any such disclosure prior to making any such

disclosure. For the avoidance of doubt, the Facility Agent shall not make any confidential information of the Borrower or the Services Provider available to prospective Lenders without the prior written approval of the Borrower or the Services

Provider, as applicable.

voluntarily disclosing or providing any Information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organization (any such entity, a “Regulatory Authority”) to the extent that

any such prohibition on disclosure set forth in this Section 17.14 shall be prohibited by the laws or regulations applicable to such Regulatory Authority. For the avoidance of doubt, nothing herein prohibits any individual from

communicating or disclosing Information regarding suspected violations of laws, rules, or regulations to a Regulatory Authority without any notification to any Person.

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

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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.

(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 Facility Agent or (ii) any Lender which is administered by the Facility Agent or an Affiliate of the Facility Agent, that (a) requests reimbursement, payment or compensation for any amounts owing pursuant to

Section 4.3 or Section 5.1 or (b) has received a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts pursuant to Section 4.3 or

Section 5.1, unless such Lender designates a different lending office before such change in law becomes effective pursuant to Section 17.16(a) and such alternate lending office obviates the need for the Borrower to make

payments of additional amounts pursuant to Section 4.3 or Section 5.1 or (c) has not consented to any proposed amendment, supplement, modification, consent or waiver, each pursuant to Section 17.2 or

(d) becomes a Defaulting Lender; provided, that (i) nothing herein shall relieve a Lender from any liability it might have to the Borrower or to the other Lenders for its failure to make any 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 and reallocation of such Advances between the replacement financial institution and such replaced

Lender shall be made in accordance with Section 15.10, (iii) during the Revolving Period, the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Facility Agent, (iv) the replaced

Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.4(a), (v) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) for

Increased Costs or 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 Facility Agent or any other Lender shall have against the replaced Lender, and (vii) if such

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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 or (e) does not consent to a request to extend the date set forth in the definition of “Facility Termination Date.” 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 exclusive jurisdiction of any New York

State or Federal court sitting in New York County in any action or proceeding, whether in contract, tort or otherwise and whether at law or in equity, 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, whether in contract, tort or otherwise and whether at law or in equity. The parties hereto agree that a final judgment in any such

action or proceeding, whether in contract, tort or otherwise and whether at law or in equity, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 17.18 Option to Acquire Rating. Each party hereto hereby acknowledges and agrees that the Facility Agent (on behalf and at

the expense of the requesting Lender) may, at any time and in its sole discretion, obtain a public rating for this Facility. The Borrower and the Services Provider hereby agree to use commercially reasonable efforts, at the request of the Facility

Agent, to cooperate with the acquisition and maintenance of any such rating; provided, that neither the Borrower nor the Services Provider shall be obligated to enter into any amendment, supplement or modification to this Agreement or any

other Transaction Document pursuant to this Section 17.18 unless it consents thereto in its sole discretion.

Section 17.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary

in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Transaction Document, to the extent

such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any write-down and conversion powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on

any such liability, including, if applicable:

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(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected

Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any

such liability under this Agreement or any other Transaction Document; or

(iii) the variation of the terms of such

liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 17.20 Acknowledgement Regarding Any Supported QFCs. To the extent that this Agreement provides support, through a

guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as

follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations

promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Agreement and any Supported QFC may in fact be

stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the

event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit

Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as

the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the

United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that might otherwise apply to such Supported QFC or any

QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and this Agreement were

governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the

rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

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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. State Street Bank and Trust Company 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 Services Provider shall deliver, on or prior to the applicable Funding Date (but no more than three (3) Business Days after such Funding Date, except as set forth in Section 10.21), the Collateral Obligation

Files delivered to it for each Collateral Obligation listed on the Schedule of Collateral Obligations attached to the related Asset Approval Request. The Collateral Custodian acknowledges that in connection with any Asset Approval Request,

additional Collateral Obligation Files (specified on an accompanying Schedule of Collateral Obligations supplement) may be delivered to the Collateral Custodian from time to time, and that the Collateral Custodian will provide the Collateral Agent

with all information necessary for the Collateral Agent to credit each Collateral Obligation File to the Collection Account in accordance with the terms hereof. Promptly upon the receipt of any such delivery of Collateral Obligation Files and

without any review, the Collateral Custodian shall send notice of such receipt to the Services Provider, the Facility Agent and each 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.

(iii) The Collateral Custodian shall maintain continuous custody of all Collateral Obligation Files in its

possession in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Secured Parties therein. Each Collateral Obligation File which comes into the possession of the Collateral

Agent (other than documents delivered electronically) shall be maintained in cabinets at the office of the Collateral Custodian specified in Annex A or at such other offices as shall be specified to the Facility Agent and the Services

Provider in a written notice at least thirty (30) days prior to such

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change; provided that, any Collateral Obligation File that comes into the possession of the Collateral Agent in the form of a physical promissory note shall be maintained in fire-resistant

vaults. 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 Facility 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 Facility Agent; provided, that in the event of a

conflict between the terms of this Agreement and the written instructions of the Facility Agent, the Facility 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 Services

Provider, or a Responsible Officer, in the case of the Facility Agent, concerning the use, handling and disposition of the Collateral Obligation Files.

(vi) In the event that (i) the Borrower, the Facility Agent, any Agent, the Services Provider, the Collateral Custodian or the

Collateral Agent shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Collateral Obligation File or a document included within a Collateral Obligation File or (ii) a third party shall

institute any court proceeding by which any Collateral Obligation File or a document included within a Collateral Obligation File shall be required to be delivered other than in accordance with the provisions of this Agreement, the party receiving

such service shall promptly deliver or cause to be delivered to the other parties to this Agreement (to the extent not prohibited by Applicable Law) copies of all court papers, orders, documents and other materials concerning such proceedings. The

Collateral Custodian shall, to the extent permitted by law, continue to hold and maintain all the Collateral Obligation Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction

permitting or directing disposition thereof. Upon final determination of such court, the Collateral Custodian shall dispose of such Collateral Obligation File or a document included within such Collateral Obligation File as directed by the Facility

Agent in writing, which shall give a direction consistent with such determination. Expenses of the Collateral Custodian incurred as a result of such proceedings shall be borne by the Borrower.

(vii) The Facility Agent may direct the Collateral Custodian in writing to take any such incidental action hereunder. With respect to other

actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from

acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Facility Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Facility

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

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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 Facility Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Facility Agent within ten (10) Business Days of its receipt of such request, then the Facility

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 Facility Agent. The

Collateral Custodian shall not be deemed to have knowledge or notice of the occurrence of a Facility Termination Event, Unmatured Facility Termination Event, Unmatured Services Provider Event of Default or Services Provider Event of Default unless

the Collateral Custodian has received written notice from the Facility Agent, Services Provider or the Borrower referring to this Agreement, describing such event and stating that such notice is a “Notice of Facility Termination Event,”

“Notice of Unmatured Facility Termination Event,” “Notice of Unmatured Services Provider Event of Default,” or “Notice of Services Provider Event of Default,” as applicable. In the absence of receipt of such

notice, the Collateral Custodian may conclusively assume that there is no Facility Termination Event, Unmatured Facility Termination Event, Unmatured Services Provider Event of Default or Services Provider Event of Default, in each case unless it

has actual knowledge of any such occurrence.

(b) Notwithstanding any provision to the contrary elsewhere in the Transaction Documents,

the Collateral Custodian shall not have or be deemed to have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this

Agreement, the other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Custodian

shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower, Facility Agent or Collateral

Agent hereunder or under any other Transaction Document.

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 Services Provider in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Borrower or the Services

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Provider shall indicate such on a Schedule of Collateral Obligations supplement and deliver to the Collateral Custodian a true copy thereof. The Borrower or the Services Provider 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 Services Provider shall provide a Schedule of Collateral Obligations and related Document Checklist dated as of such Funding Date to the Collateral Custodian, the Collateral Agent,

the Facility Agent and each Agent (such information contained on the Schedule of Collateral Obligations shall also be delivered in Microsoft Excel format or another format reasonably acceptable to the Collateral Custodian) with respect to the

Collateral Obligations to be delivered to the Collateral Agent on such Funding Date.

(b) In connection with (and as a part of) each

Monthly Report, with respect to the Collateral Obligation Files delivered at least three (3) Business Days’ prior to the related Reporting Date, the Collateral Custodian shall prepare a report (to be included as a part of each Monthly

Report) in respect of each of the Collateral Obligations, to the effect that, as to each Collateral Obligation listed on the Schedule of Collateral Obligations attached to the related 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 relate to such Collateral Obligation. The Collateral Custodian shall also maintain records of the total number of Collateral Obligation Files that do not have the documents provided on the Document Checklist and will include such total in

each Monthly Report. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review all documents required to be delivered in respect of Collateral Obligations pursuant to a Document Checklist shall be limited

to reviewing such documents based on the information provided on the Document Checklist.

herein, the Collateral Custodian shall make no representations as to, and shall not be responsible to verify, (i) the validity, legality, ownership, title, perfection, priority, enforceability, due authorization, recordability, sufficiency for

any purpose, or genuineness of any of the documents contained in each Collateral Obligation File or (ii) the collectibility, insurability, effectiveness or suitability of any such Collateral Obligation.

Section 18.5 Release of Collateral Obligation Files. (a) Upon satisfaction of any of the conditions set forth in

Section 12.3, the Services Provider will provide an Officer’s Certificate to such effect to the Collateral Custodian (with a copy to the Collateral Agent) and shall request in writing delivery to it of the Collateral Obligation

File and a copy thereof shall be sent concurrently by the Services Provider to the Facility Agent and each Agent. Upon receipt of such certification and request, unless it receives notice to the contrary from the Facility Agent, the Collateral

Custodian shall within three Business Days (or such other time as may be agreed to by the Services

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Provider) release the related Collateral Obligation File to the Services Provider and the Services Provider will not be required to return the related Collateral Obligation File to the Collateral

Custodian.

(b) From time to time and as appropriate for the management or foreclosure of any of the Collateral Obligations, including,

for this purpose, collection under any insurance policy relating to the Collateral Obligations, the Collateral Custodian shall, upon receipt of a Request for Release and Receipt substantially in the form of Exhibit

F-2 from an authorized representative of the Services Provider (as listed on Exhibit F-1, as such exhibit may be amended from time to time by the Services Provider with notice to the Collateral

Custodian, the Facility Agent and each Agent), release the related Collateral Obligation File or the documents set forth in such Request for Release and Receipt to the Services Provider. In the event an Unmatured Facility Termination Event, a

Facility Termination Event, an Unmatured Services Provider Event of Default or a Services Provider Event of Default has occurred and is continuing, the Borrower shall not permit the Services Provider to make any such request with respect to any

original documents unless the Facility Agent shall have consented in writing thereto (which consent may be evidenced by an executed counterpart to such request). The Services Provider shall return each and every original document previously

requested from the Collateral Obligation File to the Collateral Custodian when the need therefor by the Services Provider 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 Services Provider

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 Services Provider shall complete such return as soon as possible. Upon receipt of a certificate of the Services Provider substantially in the form of Exhibit F-3, with a copy

to the Facility Agent and each 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 7.11, the Collateral Custodian shall within three (3) Business Days release the Request for Release and Receipt to the Services Provider, or, in

connection with an Optional Sale, the requested Collateral Obligation File, and the Services Provider 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 Services Provider shall not, without the prior written consent of the

Facility 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 Services Provider 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 Services Provider 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 Services Provider may hold, and hereby acknowledges that it shall hold, any documents and all other property

included in the Collateral that it may from time to time receive hereunder as custodian for the Secured Parties solely at the will of the

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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 Services Provider, as agent of the Collateral Custodian and the Borrower, holds any Collateral, the Services Provider shall do so in accordance with the Servicing Standard as such standard applies to services providers acting

as custodial agent. The Services Provider shall promptly report to the Collateral Custodian and the Facility Agent the loss by it of all or part of any Collateral Obligation File previously provided to it by the Collateral Custodian and shall

promptly take appropriate action to remedy any such loss. The Services Provider shall hold (in accordance with Section 9-313(C) of the UCC) all documents comprising the Collateral Obligation Files in its possession as agent of the Collateral

Agent. In such custodial capacity, the Services Provider shall have and perform the following powers and duties:

(i) hold the Collateral

Obligation Files and any document comprising a Collateral Obligation File that it may from time to time receive hereunder from the Collateral Custodian for the benefit of the Collateral Custodian, on behalf of the Secured Parties, maintain accurate

records pertaining to each Collateral Obligation to enable it to comply with the terms and conditions of this Agreement, and maintain a current inventory thereof;

(ii) implement policies and procedures consistent with the requirements of this Agreement so that the integrity and physical possession of

such Collateral Obligation Files will be maintained; and

(iii) take all other actions, in accordance with the Servicing 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 Services Provider agrees 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 written notice to the Collateral Custodian, the

Borrower, the Services Provider 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 Services Provider Event of

Default or a Services Provider Event of Default, upon the request of the Facility Agent and at the cost and expense of the Borrower, the Collateral Custodian shall promptly provide the Facility Agent with the Collateral Obligation Files or copies,

as designated by the Facility Agent, subject to any applicable cap on costs and expenses, the Collateral Custodian shall promptly provide the Facility Agent with the Collateral Obligation Files or copies, as designated by the Facility 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

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its possession pursuant to Section 10.21 within five (5) Business Days after required or requested by the Facility Agent and provided that (a) the Collateral

Custodian previously certified in writing to the Facility 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 Facility 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 Services Provider 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 Services Provider, the Collateral Custodian shall be

authorized and indemnified as provided herein to utilize a nationally recognized courier service. The Services Provider shall arrange for the provision of such services at its sole cost and expense (or, at the Collateral Custodian’s option,

reimburse the Collateral Custodian for all costs and expenses incurred by the Collateral Custodian consistent with such instructions) and shall maintain such insurance against loss or damage to the Collateral Obligation Files as the Services

Provider deems appropriate.

Section 18.9 Merger or Consolidation. Any Person (i) into which the Collateral Custodian may

be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Custodian shall be a party, or (iii) that may succeed to the properties and assets of the Collateral Custodian substantially as a

whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Custodian hereunder, shall be the successor to the Collateral Custodian under this Agreement without further act of

any of the parties to this Agreement.

Section 18.10 Collateral Custodian Compensation. As compensation for its Collateral

Custodian activities hereunder, the Collateral Custodian shall be entitled to its fees and expenses from the Borrower as set forth in the Collateral 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 Services Provider, or both but without duplication, to the Collateral Custodian (including Indemnified Amounts under Article XVI) under

the Transaction Documents (collectively, the “Collateral Custodian Fees and Expenses”). The Borrower agrees to reimburse the Collateral Custodian in accordance with the provisions of Section 8.3(a) for all reasonable

expenses, disbursements and advances incurred or made by the Collateral Custodian in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction

Documents. The Collateral Custodian’s entitlement to receive fees (other than any previously accrued and unpaid fees) shall cease on the earlier to occur of: (i) its removal or resignation as Collateral Custodian and appointment and

acceptance by the successor Collateral Custodian pursuant to Section 18.11 and the Collateral Custodian has ceased to hold any Collateral Obligation Files or (ii) the termination of this Agreement.

Section 18.11 Removal or Resignation of Collateral Custodian. (a) After the expiration of the

180-day period commencing on the date hereof, the Collateral Custodian may at any time

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resign and terminate its obligations under this Agreement upon at least 30 days’ prior written notice to the Services Provider, the Borrower and the Facility Agent and each 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 Services Provider Event of

Default, Services Provider Event of Default, Unmatured Facility Termination Event or Facility Termination Event has occurred and is continuing, is reasonably acceptable to the Services Provider. Promptly after receipt of notice of the Collateral

Custodian’s resignation, the Facility Agent shall promptly appoint a successor Collateral Custodian by written instrument, in duplicate, copies of which instrument shall be delivered to the Borrower, the Services Provider, each Agent, the

resigning Collateral Custodian and to the successor Collateral Custodian.

(b) The Facility Agent upon at least 30

days’ prior written notice to the Collateral Custodian and each Agent, may remove and discharge the Collateral Custodian or any successor Collateral Custodian thereafter appointed from the performance of its duties under this Agreement with or

without cause. Promptly after giving notice of removal of the Collateral Custodian, the Facility Agent shall appoint, or petition a court of competent jurisdiction to appoint, a successor Collateral Custodian; provided that, so long as no

Services Provider Event of Default or Facility Termination Event has occurred and is continuing (x) any successor Collateral Custodian so appointed by the Facility Agent shall be reasonably acceptable to the Borrower and (y) the

Borrower’s consent shall be required in connection with the Facility Agent’s removal of the Collateral Custodian without cause unless any litigation has commenced between the Facility Agent and the 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 Services Provider.

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 Facility 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.

(d) For the avoidance of doubt, the Collateral Custodian shall be entitled to receive, as and

when such amounts are payable in accordance with this Agreement, any Collateral Custodian Fees accrued through the effective date of its resignation or removal pursuant to and in accordance with this Section 18.11.

Section 18.12 Limitations on Liability. (a) The Collateral Custodian may conclusively rely on and shall be fully protected in

acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral

Custodian shall not be bound to make any investigation into the facts or matters stated in any such certificate,

-178-

instrument, opinion, notice, letter, telegram or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the

same to determine whether it conforms on its face to the requirements hereof. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Facility

Agent or (b) the verbal instructions of the Facility Agent, and no party shall have any right of action whatsoever against the Collateral Custodian as a result of the Collateral Custodian acting or (where so instructed) refraining from acting

hereunder in accordance with the instructions of the Facility 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.

liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful

misconduct or negligent performance or omission of its duties and in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees

that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (a) and (b) of Section 18.7 shall constitute negligence. The Collateral Custodian

shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it.

(d) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set

forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral, and will not be required to and will not make any representations as to the validity

or value (except as expressly set forth in this Agreement) of any of the Collateral.

(e) The Collateral Custodian shall

have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. The duties, obligations

and responsibilities of the Collateral Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Collateral

Custodian. Any permissive right of the Collateral Custodian to take any action hereunder shall not be construed as a duty.

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

In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or

undeclared), terrorism, fire, riot, embargo, government action (including any laws,

-179-

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 Services Provider and may, after the occurrence of a

Facility Termination Event or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Services Provider or the

Facility 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 Facility Agent. In no event shall the Collateral Custodian be

liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of

the form of action.

(i) Beyond the safekeeping of the Collateral Obligation Files in accordance with

Article XVIII, the Collateral Custodian shall not have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior

parties or any other rights pertaining thereto. The Collateral Custodian shall not be liable or responsible for any misconduct, negligence or loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier,

forwarding agency or other agent, attorney or bailee selected by the Collateral Custodian in good faith and with due care hereunder.

(j) Each of the protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7

and Section 11.8 shall be afforded to the Collateral Custodian.

Section 18.13 Collateral Custodian as Agent of

Collateral Agent. The Collateral Custodian agrees that, with respect to any Collateral Obligation File at any time or times in its possession or held in its name, the Collateral Custodian shall be the agent and custodian of the Collateral Agent,

for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected) the Collateral Agent’s security interest in the Collateral and for the purpose of ensuring that such security interest is entitled to

first priority status under the UCC. If the Collateral Custodian is the same entity as the Collateral Agent, the Collateral Custodian shall be entitled to the same rights and protections afforded to the Collateral Agent hereunder.

[signature pages begin on next page]

-180-

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.

ATHENA FUNDING III LLC, as Borrower

By:

Name:

Title:

BLUE OWL TECHNOLOGY FINANCE CORP., as Services Provider

By:

Name:

Title:

S-2

BLUE OWL TECHNOLOGY FINANCE

CORP., as Equityholder

By:

Name:

Title:

S-3

STATE STREET BANK AND TRUST COMPANY,

as Collateral Agent and as Collateral Custodian

By:

Name:

Title:

S-4

DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent

By:

Name:

Title:

By:

Name:

Title:

S-5

DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and as a Committed Lender

By:

Name:

Title:

By:

Name:

Title:

S-6

FIRST-CITIZENS BANK & TRUST COMPANY, as an Agent and as a Committed Lender

By:

Name:

Title:

S-7

ANNEX A

ATHENA FUNDING III LLC,

as Borrower

c/o Blue Owl Technology Finance Corp.

399 Park Avenue, 38th

Floor

New York, NY 10022

Attention: Jonathan Lamm

Phone: (212) 651-4782

Email: jonathan.lamm@blueowl.com

BLUE OWL TECHNOLOGY FINANCE CORP.,

Equityholder

399 Park Avenue, 38th Floor

New York, NY

10022

Attention: Jonathan Lamm

Phone: (212) 651-4782

Email: jonathan.lamm@blueowl.com

BLUE OWL TECHNOLOGY

FINANCE CORP.,

as Services Provider

399

Park Avenue, 38th Floor

New York, NY 10022

Attention:

Jonathan Lamm

Phone: (212) 651-4782

Email:

jonathan.lamm@blueowl.com

STATE STREET BANK AND TRUST COMPANY,

as Collateral Agent and as Collateral Custodian

1776

Heritage Drive – Mail Stop: JAB0527

North Quincy, MA 02171

Attention: Structured Trust & Analytics

Ref: ATHENA

FUNDING III LLC

Telephone: 617-662-9840

Facsimile:

617-937-4370

Email: scott.berry@statestreet.com

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Facility Agent

1 Columbus Circle

New York, New York 10019

Attention: Asset Finance Department

Email: amit.patel@db.com, james.kwak@db.com, christina.flowers@db.com and

jack.finnegan@db.com

DEUTSCHE BANK AG, NEW YORK BRANCH,

as an Agent and as a Committed Lender

Columbus Circle

New York, New York 10019

Attention: Asset

Finance Department

Email: amit.patel@db.com, james.kwak@db.com, christina.flowers@db.com and jack.finnegan@db.com

FIRST-CITIZENS BANK & TRUST

COMPANY,

as an Agent

and as a Committed Lender

11 West 42nd Street, 14th Floor

New York, NY 10036

Attention: Structured Fund Solutions (Deal Management)

Email:

sfs.dealmanagement@firstcitizens.com

A-2

Annex B

Lender

Commitment

Deutsche Bank AG, New York Branch

150,000,000

First-Citizens

Bank & Trust Company

100,000,000

Total:

250,000,000

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