Common use of Collateral Custodian Clause in Contracts

Collateral Custodian. Section 11.01 Designation of Collateral Custodian 132 Section 11.02 Duties of Collateral Custodian 132 Section 11.03 Merger or Consolidation 134 Section 11.04 Collateral Custodian Compensation 135 Section 11.05 Collateral Custodian Removal 135 Section 11.06 Limitation on Liability 135 Section 11.07 Collateral Custodian Resignation 136 Section 11.08 Release of Documents 137 Section 11.09 Return of Required Loan Documents 138 Section 11.10 Access to Certain Documentation and Information Regarding the Collateral Portfolio; Due Diligence on the Borrower Advisors 138 Section 11.11 Bailment 138 ARTICLE XII. MISCELLANEOUS Section 12.01 Amendments and Waivers 139 Section 12.02 Notices, Etc. 140 Section 12.03 No Waiver; Remedies 140 Section 12.04 Binding Effect; Assignability; Multiple Lenders 141 Section 12.05 Term of This Agreement 142 Section 12.06 GOVERNING LAW; JURY WAIVER 142 Section 12.07 Costs, Expenses and Taxes 143 Section 12.08 No Proceedings 144 Section 12.09 Recourse Against Certain Parties 144 Section 12.10 Execution in Counterparts; Severability; Integration 146 Section 12.11 Consent to Jurisdiction; Service of Process 146 Section 12.12 Characterization of Conveyances Pursuant to the Purchase and Sale Agreement 146 Section 12.13 Confidentiality 148 Section 12.14 Non-Confidentiality of Tax Treatment 149 Section 12.15 Waiver of Set Off 149 Section 12.16 Headings and Exhibits 149 Section 12.17 Ratable Payments 150 Section 12.18 Failure of Borrower or Collateral Manager to Perform Certain Obligations 150 Section 12.19 Power of Attorney 150 Section 12.20 Permitted Equityholder Transaction 150 Section 12.21 Limitation on Liability 151 LIST OF SCHEDULES AND EXHIBITS EXHIBITS EXHIBIT A Form of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E Form of Notice of Borrowing EXHIBIT F Form of Notice of Prepayment (Reduction of Advances Outstanding) EXHIBIT G Form of Notice of Reduction (Reduction of Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Certificate of Closing Attorneys EXHIBIT J Form of Collateral Management Report EXHIBIT K Form of Collateral Manager Certificate (Collateral Management Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Transferee Letter EXHIBIT N Form of Officer’s Certificate (Solvency) EXHIBIT O Form of Notice and Request for Consent to Lien Release Dividend EXHIBIT P Form of Static Pool Report SCHEDULES SCHEDULE I Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names SCHEDULE II Agreed-Upon Procedures For Independent Public Accountants SCHEDULE III Xxxxx’x Industry Classification Group List ANNEXES ANNEX A Addresses for Notices ANNEX B Commitments ANNEX C Calculated Applicable Spread THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 13, 2015, among:

Collateral Custodian. Section 11.01 Designation of Collateral Custodian 132 134 Section 11.02 Duties of Collateral Custodian 132 134 TABLE OF CONTENTS (continued) Page Section 11.03 Merger or Consolidation 134 137 Section 11.04 Collateral Custodian Compensation 135 137 Section 11.05 Collateral Custodian Removal 135 138 Section 11.06 Limitation on Liability 135 138 Section 11.07 Collateral Custodian Resignation 136 140 Section 11.08 Release of Documents 137 140 Section 11.09 Return of Required Loan Documents 138 141 Section 11.10 Access to Certain Documentation and Information Regarding the Collateral Portfolio; Due Diligence on the Borrower Advisors 138 141 Section 11.11 Bailment 138 Agent of the Collateral Agent 142 Section 11.12 Indemnification of the Collateral Custodian 142 ARTICLE XII. XII MISCELLANEOUS Section 12.01 Amendments and Waivers 139 142 Section 12.02 Notices, Etc. 140 143 Section 12.03 No Waiver; Remedies 140 145 Section 12.04 Binding Effect; Assignability; Multiple Lenders 141 145 Section 12.05 Term of This Agreement 142 147 Section 12.06 GOVERNING LAW; JURY WAIVER 142 147 Section 12.07 Costs, Expenses and Taxes 143 148 Section 12.08 No Proceedings 144 Further Assurances 149 Section 12.09 Recourse Against Certain Parties 144 149 Section 12.10 Execution in Counterparts; Severability; Integration 146 150 Section 12.11 Consent to Jurisdiction; Service of Process 146 Section 12.12 Characterization of Conveyances Pursuant to the Purchase and Sale Agreement 146 150 Section 12.12 Confidentiality 151 Section 12.13 Confidentiality 148 Section 12.14 Non-Confidentiality of Tax Treatment 149 Section 12.15 Waiver of Set Off 149 152 Section 12.16 12.14 Headings and Exhibits 149 152 Section 12.17 12.15 Ratable Payments 150 152 Section 12.18 12.16 Failure of Borrower or Collateral Manager Servicer to Perform Certain Obligations 150 153 Section 12.19 12.17 Power of Attorney 150 153 Section 12.20 Permitted Equityholder Transaction 150 12.18 Delivery of Termination Statements, Releases, etc. 153 Section 12.21 Limitation on Liability 151 LIST OF SCHEDULES AND EXHIBITS EXHIBITS EXHIBIT A Form of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E Form of Notice of Borrowing EXHIBIT F Form of Notice of Prepayment (Reduction of Advances Outstanding) EXHIBIT G Form of Notice of Reduction (Reduction of Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Certificate of Closing Attorneys EXHIBIT J Form of Collateral Management Report EXHIBIT K Form of Collateral Manager Certificate (Collateral Management Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Transferee Letter EXHIBIT N Form of Officer’s Certificate (Solvency) EXHIBIT O Form of Notice and Request for Consent to Lien Release Dividend EXHIBIT P Form of Static Pool Report SCHEDULES SCHEDULE I Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names SCHEDULE II Agreed12.19 Non-Upon Procedures For Independent Public Accountants SCHEDULE III Xxxxx’x Industry Classification Group List ANNEXES ANNEX A Addresses for Notices ANNEX B Commitments ANNEX C Calculated Applicable Spread THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 13, 2015, among:Petition 153

Collateral Custodian. Section 11.01 Designation of Collateral Custodian 132 160 Section 11.02 Duties of Collateral Custodian 132 161 Section 11.03 Merger or Consolidation 134 163 TABLE OF CONTENTS (continued) Page Section 11.04 Collateral Custodian Compensation 135 163 Section 11.05 Collateral Custodian Removal 135 164 Section 11.06 Limitation on Liability 135 164 Section 11.07 Collateral Custodian Resignation 136 165 Section 11.08 Release of Documents 137 165 Section 11.09 Return of Required Loan Documents 138 166 Section 11.10 Access to Certain Documentation and Information Regarding the Collateral Portfolio; Due Diligence on the Borrower Advisors 138 166 Section 11.11 Bailment 138 167 ARTICLE XII. XII MISCELLANEOUS Section 12.01 Amendments and Waivers 139 167 Section 12.02 Notices, Etc. 140 168 Section 12.03 No Waiver; Remedies 140 170 Section 12.04 Binding Effect; Assignability; Multiple Lenders 141 170 Section 12.05 Term of This Agreement 142 171 Section 12.06 GOVERNING LAW; JURY WAIVER 142 171 Section 12.07 Costs, Expenses and Taxes 143 173 Section 12.08 No Proceedings 144 Further Assurances 173 Section 12.09 Recourse Against Certain Parties 144 173 Section 12.10 Execution in Counterparts; Severability; Integration 146 174 Section 12.11 Consent to Jurisdiction; Service of Process 146 Section 12.12 Characterization of Conveyances Pursuant to the Purchase and Sale Agreement 146 174 Section 12.12 Confidentiality 175 Section 12.13 Confidentiality 148 Section 12.14 Non-Confidentiality of Tax Treatment 149 Section 12.15 Waiver of Set Off 149 177 Section 12.16 12.14 Headings and Exhibits 149 177 Section 12.17 12.15 Ratable Payments 150 177 Section 12.18 12.16 Failure of Borrower or Collateral Manager Servicer to Perform Certain Obligations 150 177 Section 12.19 12.17 Power of Attorney 150 177 Section 12.18 Delivery of Termination Statements, Releases, etc. 178 Section 12.19 Non-Petition 178 Section 12.20 Permitted Equityholder Transaction 150 Acknowledgment and Consent to Bail-In of Affected Financial Institutions 179 Section 12.21 Limitation on Liability 151 LIST OF SCHEDULES AND EXHIBITS EXHIBITS EXHIBIT A Form Return of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E Form of Notice of Borrowing EXHIBIT F Form of Notice of Prepayment (Reduction of Advances Outstanding) EXHIBIT G Form of Notice of Reduction (Reduction of Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Certificate of Closing Attorneys EXHIBIT J Form of Collateral Management Report EXHIBIT K Form of Collateral Manager Certificate (Collateral Management Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Transferee Letter EXHIBIT N Form of Officer’s Certificate (Solvency) EXHIBIT O Form of Notice and Request for Consent to Lien Release Dividend EXHIBIT P Form of Static Pool Report SCHEDULES SCHEDULE I Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names SCHEDULE II Agreed-Upon Procedures For Independent Public Accountants SCHEDULE III Xxxxx’x Industry Classification Group List ANNEXES ANNEX A Addresses for Notices ANNEX B Commitments ANNEX C Calculated Applicable Spread THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 13, 2015, among:Certain Payments 179

Collateral Custodian. Section 11.01 Designation of Collateral Custodian 132 156 Section 11.02 Duties of Collateral Custodian 132 156 Section 11.03 Merger or Consolidation 134 159 Section 11.04 Collateral Custodian Compensation 135 159 TABLE OF CONTENTS(continued) Page Section 11.05 Collateral Custodian Removal 135 159 Section 11.06 Limitation on Liability 135 160 Section 11.07 Collateral Custodian Resignation 136 161 Section 11.08 Release of Documents 137 162 Section 11.09 Return of Required Loan Documents 138 162 Section 11.10 Access to Certain Documentation and Information Regarding the Collateral Portfolio; Due Diligence on the Borrower Advisors 138 163 Section 11.11 Bailment 138 163 ARTICLE XII. XII MISCELLANEOUS Section 12.01 Amendments and Waivers 139 163 Section 12.02 Notices, Etc. 140 164 Section 12.03 No Waiver; Remedies 140 166 Section 12.04 Binding Effect; Assignability; Multiple Lenders 141 166 Section 12.05 Term of This Agreement 142 168 Section 12.06 GOVERNING LAW; JURY WAIVER 142 168 Section 12.07 Costs, Expenses and Taxes 143 169 Section 12.08 No Proceedings 144 Further Assurances 170 Section 12.09 Recourse Against Certain Parties 144 170 Section 12.10 Execution in Counterparts; Severability; Integration 146 170 Section 12.11 Consent to Jurisdiction; Service of Process 146 Section 12.12 Characterization of Conveyances Pursuant to the each Purchase and Sale Agreement 146 171 Section 12.12 Confidentiality 172 Section 12.13 Confidentiality 148 Section 12.14 Non-Confidentiality of Tax Treatment 149 Section 12.15 Waiver of Set Off 149 174 Section 12.16 12.14 Headings and Exhibits 149 174 Section 12.17 12.15 Ratable Payments 150 174 Section 12.18 12.16 Failure of Borrower any Loan Party or Collateral Manager Servicer to Perform Certain Obligations 150 174 Section 12.19 12.17 Power of Attorney 150 174 Section 12.20 Permitted Equityholder Transaction 150 12.18 Delivery of Termination Statements, Releases, etc. 174 Section 12.21 Limitation on Liability 151 12.19 Non-Petition 175 LIST OF SCHEDULES, EXHIBITS AND ANNEXES SCHEDULES AND EXHIBITS SCHEDULE I - Conditions Precedent Documents SCHEDULE II - Eligibility Criteria SCHEDULE III - Agreed-Upon Procedures for Independent Public Accountants SCHEDULE IV - Loan Asset Schedule SCHEDULE V - Industry Classification SCHEDULE VI - Diversity Score SCHEDULE VII - Existing Xxxxx BDC CLOs ANNEXES ANNEX A - Commitments EXHIBITS EXHIBIT A - Form of Approval Notice EXHIBIT B - Form of Borrowing Base Certificate EXHIBIT C - Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E - Form of Notice of Borrowing EXHIBIT F Form of Notice of Prepayment (Reduction of Advances Outstanding) EXHIBIT G E - Form of Notice of Reduction (Reduction of Maximum Facility AmountAdvances Outstanding) EXHIBIT H F - Form of Variable Funding Note Notice of Termination/Permanent Reduction EXHIBIT G - [Reserved] EXHIBIT H - Form of Servicing Report EXHIBIT I - Form of Certificate of Closing Attorneys EXHIBIT J Form of Collateral Management Report EXHIBIT K Form of Collateral Manager Servicer Certificate (Collateral Management Servicing Report) EXHIBIT L J - Form of Release of Required Loan Documents EXHIBIT K - Form of Assignment and Acceptance EXHIBIT L - Forms of U.S. Tax Compliance Certificates EXHIBIT M Form of Transferee Letter Joinder Supplement EXHIBIT N Form of Officer’s Certificate (Solvency) EXHIBIT O Form of Notice and Request for Consent to Lien Release Dividend EXHIBIT P Form of Static Pool Report SCHEDULES SCHEDULE I Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names SCHEDULE II Agreed-Upon Procedures For Independent Public Accountants SCHEDULE III Xxxxx’x Industry Classification Group List ANNEXES ANNEX A Addresses for Notices ANNEX B Commitments ANNEX C Calculated Applicable Spread THIS Securitization Subsidiary Joinder This LOAN AND SECURITY SERVICING AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 13February 1, 20152019, among:

Collateral Custodian. Section 11.01 Designation of Collateral Custodian 132 180 Section 11.02 Duties of Collateral Custodian 132 181 Section 11.03 Merger or Consolidation 134 183 Section 11.04 Collateral Custodian Compensation 135 184 Section 11.05 Collateral Custodian Removal 135 184 TABLE OF CONTENTS (continued) Page Section 11.06 Limitation on Liability 135 184 Section 11.07 Collateral Custodian Resignation 136 185 Section 11.08 Release of Documents 137 186 Section 11.09 Return of Required Loan Documents 138 186 Section 11.10 Access to Certain Documentation and Information Regarding the Collateral Portfolio; Due Diligence on the Borrower Advisors 138 187 Section 11.11 Bailment 138 187 ARTICLE XII. XII MISCELLANEOUS Section 12.01 Amendments and Waivers 139 187 Section 12.02 Notices, Etc. 140 188 Section 12.03 No Waiver; Remedies 140 191 Section 12.04 Binding Effect; Assignability; Multiple Lenders 141 191 Section 12.05 Term of This Agreement 142 192 Section 12.06 GOVERNING LAW; JURY WAIVER 142 193 Section 12.07 Costs, Expenses and Taxes 143 194 Section 12.08 No Proceedings 144 Further Assurances 195 Section 12.09 Recourse Against Certain Parties 144 195 Section 12.10 Execution in Counterparts; Severability; Integration 146 196 Section 12.11 Consent to Jurisdiction; Service of Process 146 Section 12.12 Characterization of Conveyances Pursuant to the Purchase and Sale Agreement 146 196 Section 12.12 Confidentiality 197 Section 12.13 Confidentiality 148 Section 12.14 Non-Confidentiality of Tax Treatment 149 Section 12.15 Waiver of Set Off 149 199 Section 12.16 12.14 Headings and Exhibits 149 199 Section 12.17 12.15 Ratable Payments 150 199 Section 12.18 12.16 Failure of Borrower or Collateral Manager Servicer to Perform Certain Obligations 150 199 Section 12.19 12.17 Power of Attorney 150 199 Section 12.18 Delivery of Termination Statements, Releases, etc. 199 Section 12.19 Non-Petition 200 Section 12.20 Permitted Equityholder Transaction 150 Acknowledgment and Consent to Bail-In of Affected Financial Institutions 200 Section 12.21 Limitation on Liability 151 LIST OF SCHEDULES AND EXHIBITS EXHIBITS EXHIBIT A Form Return of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E Form of Notice of Borrowing EXHIBIT F Form of Notice of Prepayment (Reduction of Advances Outstanding) EXHIBIT G Form of Notice of Reduction (Reduction of Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Certificate of Closing Attorneys EXHIBIT J Form of Collateral Management Report EXHIBIT K Form of Collateral Manager Certificate (Collateral Management Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Transferee Letter EXHIBIT N Form of Officer’s Certificate (Solvency) EXHIBIT O Form of Notice and Request for Consent to Lien Release Dividend EXHIBIT P Form of Static Pool Report SCHEDULES SCHEDULE I Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names SCHEDULE II Agreed-Upon Procedures For Independent Public Accountants SCHEDULE III Xxxxx’x Industry Classification Group List ANNEXES ANNEX A Addresses for Notices ANNEX B Commitments ANNEX C Calculated Applicable Spread THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 13, 2015, among:Certain Payments 201

Collateral Custodian. Section 11.01 Designation of Collateral Custodian 132 120 Section 11.02 Duties of Collateral Custodian 132 121 Section 11.03 Merger or Consolidation 134 123 Section 11.04 Collateral Custodian Compensation 135 123 Section 11.05 Collateral Custodian Removal 135 123 Section 11.06 Limitation on Liability 135 124 Section 11.07 Collateral Custodian Resignation 136 125 Section 11.08 Release of Documents 137 125 Section 11.09 Return of Required Loan Documents 138 126 Section 11.10 Access to Certain Documentation and Information Regarding the Collateral Portfolio; Due Diligence on the Borrower Advisors 138 126 Section 11.11 Bailment 138 127 ARTICLE XII. MISCELLANEOUS Section 12.01 Amendments and Waivers 139 127 Section 12.02 Notices, Etc. 140 Etc 129 Section 12.03 No Waiver; Remedies 140 129 Section 12.04 Binding Effect; Assignability; Multiple Lenders 141 129 Section 12.05 Term of This Agreement 142 130 Section 12.06 GOVERNING LAW; JURY WAIVER 142 130 Section 12.07 Costs, Expenses and Taxes 143 131 Section 12.08 No Proceedings 144 131 Section 12.09 Recourse Against Certain Parties 144 132 Section 12.10 Execution in Counterparts; Severability; Integration 146 134 Section 12.11 Consent to Jurisdiction; Service of Process 146 134 Section 12.12 Characterization of Conveyances Pursuant to the Purchase and Sale Agreement 146 134 Section 12.13 Confidentiality 148 136 Section 12.14 Non-Confidentiality of Tax Treatment 149 137 Section 12.15 Waiver of Set Off 149 137 Section 12.16 Headings and Exhibits 149 137 Section 12.17 Ratable Payments 150 138 Section 12.18 Failure of Borrower or Collateral Manager to Perform Certain Obligations 150 138 Section 12.19 Power of Attorney 150 138 Section 12.20 Permitted Equityholder Transaction 150 Intent of the Parties 138 Section 12.21 Limitation on Liability 151 139 LIST OF SCHEDULES AND EXHIBITS EXHIBITS EXHIBIT A Form of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E Form of Notice of Borrowing EXHIBIT F Form of Notice of Prepayment (Reduction of Advances Outstanding) EXHIBIT G Form of Notice of Reduction (Reduction of Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Certificate of Closing Attorneys EXHIBIT J Form of Collateral Management Report EXHIBIT K Form of Collateral Manager Certificate (Collateral Management Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Transferee Letter EXHIBIT N Form of Officer’s Certificate (Solvency) EXHIBIT O Form of Notice and Request for Consent to Lien Release Dividend EXHIBIT P Form of Static Pool Report SCHEDULES SCHEDULE I Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names SCHEDULE II Agreed-Upon Procedures For Independent Public Accountants SCHEDULE III Xxxxx’x Industry Classification Group List ANNEXES ANNEX A Addresses for Notices ANNEX B Commitments ANNEX C Calculated Applicable Spread THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 13, 2015, among:EXHIBITS

Collateral Custodian. Section 11.01 Designation of Collateral Custodian 132 153 Section 11.02 Duties of Collateral Custodian 132 153 Section 11.03 Merger or Consolidation 134 156 Section 11.04 Collateral Custodian Compensation 135 156 Section 11.05 Collateral Custodian Removal 135 157 Section 11.06 Limitation on Liability 135 157 Section 11.07 Collateral Custodian Resignation 136 158 Section 11.08 Release of Documents 137 159 Section 11.09 Return of Required Loan Documents 138 159 Section 11.10 Access to Certain Documentation and Information Regarding the Collateral Portfolio; Due Diligence on the Borrower Advisors 138 160 Section 11.11 Bailment 138 160 ARTICLE XII. XII MISCELLANEOUS Section 12.01 Amendments and Waivers 139 160 Section 12.02 Notices, Etc. 140 161 Section 12.03 No Waiver; Remedies 140 163 Section 12.04 Binding Effect; Assignability; Multiple Lenders 141 164 Section 12.05 Term of This Agreement 142 165 Section 12.06 GOVERNING LAW; JURY WAIVER 142 165 Section 12.07 Costs, Expenses and Taxes 143 166 Section 12.08 No Proceedings 144 Further Assurances 167 Section 12.09 Recourse Against Certain Parties 144 167 Section 12.10 Execution in Counterparts; Severability; Integration 146 168 Section 12.11 Consent to Jurisdiction; Service of Process 146 Section 12.12 Characterization of Conveyances Pursuant to the each Purchase and Sale Agreement 146 168 Section 12.12 Confidentiality 169 Section 12.13 Confidentiality 148 Section 12.14 Non-Confidentiality of Tax Treatment 149 Section 12.15 Waiver of Set Off 149 171 Section 12.16 12.14 Headings and Exhibits 149 171 Section 12.17 12.15 Ratable Payments 150 171 Section 12.18 12.16 Failure of Borrower any Loan Party or Collateral Manager Servicer to Perform Certain Obligations 150 171 Section 12.19 12.17 Power of Attorney 150 171 Section 12.20 Permitted Equityholder Transaction 150 12.18 Delivery of Termination Statements, Releases, etc. 172 Section 12.21 Limitation on Liability 151 LIST OF SCHEDULES AND EXHIBITS EXHIBITS EXHIBIT A Form of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E Form of Notice of Borrowing EXHIBIT F Form of Notice of Prepayment (Reduction of Advances Outstanding) EXHIBIT G Form of Notice of Reduction (Reduction of Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Certificate of Closing Attorneys EXHIBIT J Form of Collateral Management Report EXHIBIT K Form of Collateral Manager Certificate (Collateral Management Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Transferee Letter EXHIBIT N Form of Officer’s Certificate (Solvency) EXHIBIT O Form of Notice and Request for Consent to Lien Release Dividend EXHIBIT P Form of Static Pool Report SCHEDULES SCHEDULE I Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names SCHEDULE II Agreed12.19 Non-Upon Procedures For Independent Public Accountants SCHEDULE III Xxxxx’x Industry Classification Group List ANNEXES ANNEX A Addresses for Notices ANNEX B Commitments ANNEX C Calculated Applicable Spread THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 13, 2015, among:Petition 172

Collateral Custodian. 98 Section 11.01 9.01 Designation of Collateral Custodian 132 98 Section 11.02 9.02 Duties of Collateral Custodian 132 99 Section 11.03 9.03 Merger or Consolidation 134 101 Section 11.04 9.04 Collateral Custodian Compensation 135 101 Section 11.05 9.05 Collateral Custodian Removal 135 102 Section 11.06 9.06 Limitation on Liability 135 102 Section 11.07 9.07 Collateral Custodian Resignation 136 104 Section 11.08 9.08 Release of Documents 137 104 Section 11.09 9.09 Return of Required Loan Documents 138 Asset Files 105 Section 11.10 9.10 Access to Certain Documentation and Information Regarding the Collateral; Audits of Portfolio Asset Servicer 105 Section 9.11 Bailment 106 Section 9.12 Indemnification of the Collateral Portfolio; Due Diligence on Custodian 106 ARTICLE X. INDEMNIFICATION 106 Section 10.01 Indemnities by the Borrower Advisors 138 106 Section 11.11 Bailment 138 10.02 Legal Proceedings 107 ARTICLE XIIXI. MISCELLANEOUS 108 Section 12.01 11.01 Amendments and Waivers 139 108 Section 12.02 11.02 Notices, Etc. 140 Etc 108 Section 12.03 11.03 No Waiver; Waiver Remedies 140 109 Section 12.04 11.04 Binding Effect; Assignability; Multiple Lenders 141 109 Section 12.05 11.05 Term of This Agreement 142 110 Section 12.06 11.06 GOVERNING LAW; JURY WAIVER 142 110 Section 12.07 11.07 Costs, Expenses and Taxes 143 110 Section 12.08 No Proceedings 144 Section 12.09 11.08 Recourse Against Certain Parties 144 Parties; Non-Petition 111 Page Section 12.10 11.09 Execution in Counterparts; Severability; Integration 146 112 Section 12.11 11.10 Consent to Jurisdiction; Service of Process 146 112 Section 12.12 Characterization of Conveyances Pursuant to the Purchase and Sale Agreement 146 11.11 Confidentiality 113 Section 12.13 Confidentiality 148 Section 12.14 11.12 Non-Confidentiality of Tax Treatment 149 Section 12.15 Waiver of Set Off 149 Section 12.16 Headings and Exhibits 149 Section 12.17 Ratable Payments 150 Section 12.18 Failure of Borrower or Collateral Manager to Perform Certain Obligations 150 Section 12.19 Power of Attorney 150 Section 12.20 Permitted Equityholder Transaction 150 Section 12.21 Limitation on Liability 151 LIST OF SCHEDULES AND EXHIBITS EXHIBITS EXHIBIT A Form of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E Form of Notice of Borrowing EXHIBIT F Form of Notice of Prepayment (Reduction of Advances Outstanding) EXHIBIT G Form of Notice of Reduction (Reduction of Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Certificate of Closing Attorneys EXHIBIT J Form of Collateral Management Report EXHIBIT K Form of Collateral Manager Certificate (Collateral Management Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Transferee Letter EXHIBIT N Form of Officer’s Certificate (Solvency) EXHIBIT O Form of Notice and Request for Consent to Lien Release Dividend EXHIBIT P Form of Static Pool Report SCHEDULES SCHEDULE I Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names SCHEDULE II Agreed-Upon Procedures For Independent Public Accountants SCHEDULE III Xxxxx’x Industry Classification Group List ANNEXES ANNEX A Addresses for Notices ANNEX B Commitments ANNEX C Calculated Applicable Spread THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 13, 2015, among:114