Common use of Existing Transactions Clause in Contracts

Existing Transactions. 1. Incremental extensions to existing borrowers (i.e., new money) will be approved by a majority of the Investment Committee, including an affirmative vote from the Chairman or his designee. 2. Refinancings and restructurings should be discussed with the NFIC Chief Compliance Officer (“CCO”), General Counsel, and CFO to ensure alignment with regulatory and tax requirements of NFIC. Waivers and amendments not involving incremental exposure will be approved in accordance with the following grid and explanatory notes below: NF Investment Corp. Risk Policy Manual – September 2013 Trade Secret and Strictly Confidential 7 Single Obligor 100% Lender Vote Issues: increase in commitment, reduction in interest rate or Libor floor, waiver or postponement of any scheduled maturity date or any date fixed for a payment of principal or release of substantially all the collateral or any guarantee Majority of the Investment Committee, including an affirmative vote of the Chairman or his designee Majority of the Investment Committee, including an affirmative vote of the Chairman or his designee Single Obligor Financial Covenants and Major Issues that are not 100% Lender Vote Issues: (Pricing, Payment Terms, Acquisitions, Divestitures, Restricted Payments, Changes which weaken Collateral or Guarantees, Subordination or Inter-creditor issues with 2nd lien or mezzanine) Risk Management(2)(3) Risk Management and NFIC President(2)(4) Single Obligor all other issues Portfolio Management Staff (VP or higher) Risk Management(2)(3)(4) (1) Where NFIC acts as Administrative Agent on a syndicated credit, the NFIC Head of Capital Markets and the General Counsel should be consulted on waivers and amendments regarding financial covenants and major issues. (2) For purposes of the grid above, Risk Management includes both the NFIC Head of Risk Management and the NFIC Head of Underwriting and Portfolio Management. (3) The NFIC President may substitute for either NFIC Head of Risk Management or the NFIC Head of Underwriting and Portfolio Management in their absence. (4) If the Middle Market Senior Loan has been assigned to the Loan Workout Team (see Policy 5.2—Problem Loan Management), the NFIC Head of Loan Workout will approve the waiver or amendment instead of the NFIC Head of Underwriting and Portfolio Management. 3. Funding in accordance with approved facilities will be approved in accordance with the following grid. It is the responsibility of approving officers to assure that all conditions to funding have been satisfied. ▇▇▇▇▇▇▇ Funding NFIC President or His Designee Subsequent Funding on a revolving credit facility Associate or higher Vice President or higher 4. Sales of Loan Assets are subject to the following approval rules: a) The sale of loan assets in the primary loan market in conjunction with a syndication process within 90 days of loan closing requires only the approval of the NFIC Head of Capital Markets provided that the sale price is not less than the Original Purchase Price (i.e. net of any retained unamortized fees). Any sale beyond 90 days or at an amount less than the Original Net Purchase Price is subject to the rules in Paragraphs (b)—(e) below. b) Sale of loan assets or exposures in secondary markets will be approved by a majority of the Investment Committee, including an affirmative vote from the Chairman or his designee. c) Sale at a loss must also be approved in accordance with approval requirements in Policy 5.2—Problem Loan Management under the section heading Impairment and / or Sale at a Loss. d) The CFO (or in her absence the CAO) must be consulted with regard to accounting issues in conjunction with the sale of specific loan assets. e) Risk Management must be consulted with regard to compliance with all applicable financing vehicle restrictions in conjunction with the sale of specific loan assets. f) Risk Management should consider any NFIC compliance policies prior to committing to any sale of loan assets. 5. Changes in an Internal Risk Rating: All changes in an Internal Risk Rating must be approved by the NFIC Head of Risk Management. All overrides of an Internal Risk Rating from the formulaic result provided by the Internal Risk Rating model will be approved by a majority of the Investment Committee, which majority shall include the Chairman of the Investment Committee or his designee. The Investment Committee, the General Counsel, the CFO, the CAO, and GMS Director of Operations will be notified of all downgrades to Internal Risk Rating 4 – 6. 6. Any forgiveness or reduction of the principal amount owed to NFIC by a borrower must be approved in accordance with Policy 5.2—Problem Loan Management.

Existing Transactions. 1. Incremental extensions to existing borrowers (i.e., new money) will be approved by a majority of the Investment Committee, including an affirmative vote from the Chairman or his designee.. Carlyle GMS Finance, Inc. 7 Risk Policy Manual – May 2013 Trade Secret and Strictly Confidential 2. Refinancings and restructurings should be discussed with the NFIC GMS Finance Chief Compliance Officer (“CCO”), General Counsel, and CFO to ensure alignment with regulatory and tax requirements of NFICGMS Finance. Waivers and amendments not involving incremental exposure will be approved in accordance with the following grid and explanatory notes below: NF Investment Corp. Risk Policy Manual – September 2013 Trade Secret and Strictly Confidential 7 Single Obligor 100% Lender Vote Issues: increase in commitment, reduction in interest rate or Libor floor, waiver or postponement of any scheduled maturity date or any date fixed for a payment of principal or release of substantially all the collateral or any guarantee Majority of the Investment Committee, including an affirmative vote of the Chairman or his designee Majority of the Investment Committee, including an affirmative vote of the Chairman or his designee Single Obligor Financial Covenants and Major Issues that are not 100% Lender Vote Issues: (Pricing, Payment Terms, Acquisitions, Divestitures, Restricted Payments, Changes which weaken Collateral or Guarantees, Subordination or Inter-creditor issues with 2nd lien or mezzanine) Risk Management(2)(3Management (2) (3) Risk Management and NFIC President(2)(4GMS Finance President(2) (4) Single Obligor all other issues Portfolio Management Staff (VP or higher) Risk Management(2)(3)(4Management(2) (3) (4) (1) Where NFIC GMS Finance acts as Administrative Agent on a syndicated credit, the NFIC GMS Finance Head of Capital Markets and the General Counsel should be consulted on waivers and amendments regarding financial covenants and major issues. (2) For purposes of the grid above, Risk Management includes both the NFIC GMS Finance Head of Risk Management and the NFIC GMS Finance Head of Underwriting and Portfolio Management. (3) The NFIC GMS Finance President may substitute for either NFIC GMS Finance Head of Risk Management or the NFIC GMS Finance Head of Underwriting and Portfolio Management in their absence. (4) If the Middle Market Senior Loan has been assigned to the Loan Workout Team (see Policy 5.2—5.2 – Problem Loan Management), the NFIC GMS Finance Head of Loan Workout will approve the waiver or amendment instead of the NFIC GMS Finance Head of Underwriting and Portfolio Management.. Carlyle GMS Finance, Inc. 8 Risk Policy Manual – May 2013 Trade Secret and Strictly Confidential 3. Funding in accordance with approved facilities will be approved in accordance with the following grid. It is the responsibility of approving officers to assure that all conditions to funding have been satisfied. ▇▇▇▇▇▇▇ Initial Funding NFIC GMS Finance President or His Designee Subsequent Funding on a revolving credit facility Associate or higher Vice President or higher 4. Sales of Loan Assets are subject to the following approval rules: a) The sale of loan assets in the primary loan market in conjunction with a syndication process within 90 days of loan closing requires only the approval of the NFIC GMS Finance Head of Capital Markets provided that the sale price is not less than the Original Purchase Price (i.e. net of any retained unamortized fees). Any sale beyond 90 days or at an amount less than the Original Net Purchase Price is subject to the rules in Paragraphs (b)—(eb) – (e) below. b) Sale of loan assets or exposures in secondary markets will be approved by a majority of the Investment Committee, including an affirmative vote from the Chairman or his designee. c) Sale at a loss must also be approved in accordance with approval requirements in Policy 5.2—5.2 – Problem Loan Management under the section heading Impairment and / or Sale at a Loss. d) The CFO (or in her absence the CAO) must be consulted with regard to accounting issues in conjunction with the sale of specific loan assets. e) Risk Management must be consulted with regard to compliance with all applicable financing vehicle restrictions in conjunction with the sale of specific loan assets. f) Risk Management should consider any NFIC GMS Finance compliance policies prior to committing to any sale of loan assets. 5. Changes in an Internal Risk Rating: All changes in an Internal Risk Rating must be approved by the NFIC GMS Finance Head of Risk Management. All overrides of an Internal Risk Rating from the formulaic result provided by the Internal Risk Rating model will be approved by a majority of the Investment Committee, which majority shall include the Chairman of the Investment Committee or his designee. The Investment Committee, the General Counsel, the CFO, the CAO, and GMS Director of Operations will be notified of all downgrades to Internal Risk Rating 4 – 6. 6. Any forgiveness or reduction of the principal amount owed to NFIC GMS Finance by a borrower must be approved in accordance with Policy 5.2—5.2 - Problem Loan Management.. Carlyle GMS Finance, Inc. 9 Risk Policy Manual – May 2013 Trade Secret and Strictly Confidential Commitment letters and loan documents on new transactions approved in accordance with the above authorities and other applicable policies must be signed by individuals authorized on the GMS Finance Certificate of Incumbency (the “Certificate”). Proposal letters, confidentiality and similar agreements, and documents in connection with waivers and amendments approved in accordance with the above authorities must be signed by individuals authorized on the Certificate. The General Counsel or his designees (including outside legal counsel) must be consulted before signing confidentiality agreements. Outside counsel must review documentation in accordance with Policy 4.4 – Documentation and Closing Policies. Carlyle GMS Finance, Inc. 10 Risk Policy Manual – May 2013 Trade Secret and Strictly Confidential