Purchase and Placement Agency Agreement, dated as of November 2, 2023, by and among MFIC Bethesda CLO 1 LLC, as issuer, Deutsche Bank Securities Inc., as initial purchaser and Apollo Global Securities Inc., as placement agent

Such Dealer Party represents and warrants that it is (i) both a Qualified Institutional Buyer and an “institutional Accredited Investor” (meeting the requirements of Rule 501(a)(1), (2), (3) or (7) under Regulation D of the Securities Act) and (ii) a Qualified Purchaser;

Such Dealer Party represents and agrees that it has not offered or sold, and it will not offer or sell, the Purchased Notes to any person who is not (i) a non-U.S. Person in offshore transactions in reliance on Regulation S or (ii) a Person that is both (A) a Qualified Institutional Buyer (or, solely in the case of Notes issued as Certificated Notes, Institutional Accredited Investors), and (B) a Qualified Purchaser or an entity owned or beneficially owned exclusively by Qualified Purchasers.

Such Dealer Party represents that it has not solicited any offer to buy or offered, and agrees that it will not solicit any offer to buy or offer, the Purchased Notes by means of any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act).

Such Dealer Party represents and agrees that it has not offered or sold, and that it will not offer or sell, the Purchased Notes to the public in the Cayman Islands.

Such Dealer Party acknowledges and agrees that any purchases, placements and resales of the Purchased Notes by it are restricted as described under “Transfer Restrictions” in the Final Offering Circular and the Indenture.

Such Dealer Party shall ensure that, with respect to the CUSIP Number assigned to each Class of Purchased Notes, the “fixed field” attachment contains a 3(c)(7) indicator.

In the event any Notes are listed with Bloomberg Financial Markets (Bloomberg), each Dealer Party agrees and covenants to cause any such listing to contain Bloomberg’s customary “Section 3(c)(7)” indicators appearing on the Bloomberg screen clearly showing that such Purchased Notes are restricted to Qualified Institutional Buyers that are Qualified Purchasers.

(i) With respect to offers and sales outside the United States, it has complied and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Purchased Notes or has in its possession or distributes the Offering Documents or any such other material, in all cases at its own expense; (ii) the Purchased Notes have not been and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act; (iii) offers and sales in the United States will only be made through a U.S. broker dealer that is registered under the Exchange Act in each case in accordance with the restrictions on transfer set forth in such Purchased Notes, the Indenture and the Final Offering Circular; and (iv) except as set forth in clause (ii) above, it has offered the Purchased Notes and will offer and sell the Purchased Notes (A) as part of its distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S and, accordingly, neither it nor any persons acting on its behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Purchased Notes, and any such persons have complied and will comply with the offering restrictions requirement of Regulation S and in each case in accordance with the restrictions on transfer set forth in such Purchased Notes, the Indenture and the Final Offering Circular.

After the Closing Date, if either Dealer Party shall receive any written or oral communication from any Rating Agency (or any of its respective officers, directors or employees) with respect to the issuance of the initial credit rating or any on-going surveillance of the credit ratings on the Secured Notes, such Dealer Party agrees to refrain from communicating with such Rating Agency and to promptly (and, in any event, within one Business Day) notify the Issuer and the Collateral Manager of such communication. Each Dealer Party agrees to coordinate with the Collateral Manager (on behalf of the Issuer) with respect to any communication to a Rating Agency and further agrees that, after the Closing Date, in no event shall it engage in any oral communication with respect to the issuance of the initial credit rating or any on-going surveillance of the credit ratings on the Secured Notes with any Rating Agency (or any of its respective officers, directors or employees) without the participation of the Collateral Manager (on behalf of the Issuer), unless otherwise agreed to in writing by the Collateral Manager.

Such Dealer Party has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Purchased Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and such Dealer Party has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Purchased Notes in, from or otherwise involving the United Kingdom.

Such Dealer Party has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Purchased Notes to any EEA Retail Investor in the European Economic Area. For the purposes of this provision, (i) the expression “EEA Retail Investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (B) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129; and (ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Purchased Notes.

It shall obtain on or prior to the Closing Date all government authorizations required in connection with the issuance, offering and sale of the Notes to be issued on such date and the performance of its respective obligations hereunder and under the Transaction Documents, and to cause such authorizations to be continued in effect so long as any of the Notes remain Outstanding; provided that in no event shall it be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process or to subject itself to taxation or other burdensome requirements in a jurisdiction in which it is not already so subject.

It shall furnish to each Dealer Party, without charge, as soon as practicable and thereafter from time to time prior to the completion of the distribution of the Notes, as many copies of the Final Offering Circular and of any amendments or supplements thereto as such Dealer Party may reasonably request.

If at any time prior to the earlier of (a) the completion of the distribution of the Notes (as determined by the Initial Purchaser); and (b) the 90th day following the Closing Date (the “Offering Period”), any event occurs or condition exists as a result of which the Final Offering Circular as then amended or supplemented would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary at any time to amend or supplement the Final Offering Circular to comply with applicable law, it shall promptly so notify each Dealer Party. In addition, at any time during the Offering Period, the Issuer shall provide to each Dealer Party, upon request, any information regarding the Issuer and/or the Assets reasonably available to the Issuer and deemed reasonably necessary by such Dealer Party or its legal counsel to complete the distribution of the Notes (provided that, notwithstanding the foregoing, the Issuer shall be under no obligation to provide information to either Dealer Party or any other person to the extent such information is subject to a legal or contractual restriction which prohibits such disclosure). In either case, upon the request of either Dealer Party, the Issuer shall at its own

It shall not publish any amendment or supplement to the Final Offering Circular unless each Dealer Party has been previously advised of, and furnished with a copy for review of, any such proposed amendment or supplement, and it shall not publish any such proposed amendment or supplement to which each Dealer Party reasonably objects unless its counsel advises it, in a written opinion, with a copy to each Dealer Party, that (i) without such proposed amendment or supplement the Final Offering Circular, as then amended or supplemented, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) such proposed amendment or supplement is required pursuant to an order of a regulatory authority having jurisdiction over the Issuer.

Subject to the foregoing, it shall prepare promptly, upon the reasonable request of either Dealer Party, any amendments of or supplements to the Final Offering Circular that in the opinion of such Dealer Party may be reasonably necessary to enable such Dealer Party (in its role as Initial Purchaser or Placement Agent, as applicable) to continue to resell the Purchased Notes, subject to the approval of such Dealer Party’s counsel.

It shall use the proceeds from the sale of the Notes in the manner described in the Final Offering Circular under the caption “Use of Proceeds”.

Except as permitted by the Securities Act, prior to notice to and review by such Dealer Party, it will not publish or distribute any offering material in connection with the offering of the Notes, unless each Dealer Party shall have consented to the publication or use thereof.

None of it, any of its respective Affiliates or any Person authorized to act on its behalf (except for the Initial Purchaser and the Placement Agent, as to whom no representation is made) shall engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Notes to any U.S. Person (as that term is defined in Regulation S).

It shall advise each Dealer Party, promptly after it receives notice or obtains knowledge thereof, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and, in the event of the issuance of any order suspending any such qualification, to use promptly its best efforts to obtain its withdrawal.

It shall promptly and from time to time take such action as either Dealer Party (in its capacity as Initial Purchaser or Placement Agent, as applicable) may reasonably request to qualify the Notes for offering and sale in a manner not involving any public offering under the securities laws of such jurisdictions as such Dealer Party may reasonably request.

It shall at all times during the Offering Period extend, and use its best efforts to cause the Collateral Manager to extend, to each prospective investor the opportunity to ask questions of, and receive answers from, the Issuer and Collateral Manager concerning their respective businesses, managements and financial affairs, and the Notes and the terms and conditions of the offering thereof, and to obtain any information such prospective investors may consider necessary in making an informed investment decision or in order to verify the accuracy of the information set forth in the Offering Documents, to the extent the Issuer or the Collateral Manager possesses the same or can acquire without unreasonable effort or expense; provided that the Issuer shall permit, and shall use its best efforts to cause the Collateral Manager to permit, representatives of each Dealer Party to be present at, or participate in, any meeting or telephone conference among the Issuer and/or the Collateral Manager and any prospective investor, and shall give each Dealer Party reasonable notice thereof, and the Issuer shall not furnish, and shall cause the Collateral Manager not to furnish, any such information to any such prospective investor without first giving each Dealer Party a reasonable opportunity to review and comment on such information.

It shall not solicit any offer to buy from or offer to sell to any Person any Purchased Notes, except through the Initial Purchaser or the Placement Agent, as applicable.

It will comply (or cause its agents and advisors to comply) with the representations, certifications and covenants made by it in each engagement letter and all other agreements with each Rating Agency, including any representation, certification or covenant provided to each Rating Agency in connection with Rule 17g-5 under the Exchange Act, and will make accessible (or cause to be made accessible) to any non-hired nationally recognized statistical rating organization all information provided to each Rating Agency in connection with the issuance of the initial credit rating and on-going surveillance of the credit ratings on the Secured Notes in accordance with Rule 17g-5 under the Exchange Act.

The Issuer shall bear and pay all costs and expenses incurred incident to the performance of the obligations of the Issuer under this Agreement, but only if the transactions contemplated herein are consummated, including any structuring and placement and other similar fees owed to the Initial Purchaser or the Placement Agent (or any of their respective Affiliates) pursuant to any separate agreement regarding the Offering, and including (i) the fees and expenses of preparation, printing, issuance, sale and delivery of the Notes, including any documentary stamp or similar issue tax incidental to the issue, sale and delivery of the Purchased Notes

In order to provide for the payment on the Closing Date, or promptly thereafter, of the costs and expenses payable pursuant to Section 5(a) above, the Issuer authorizes the Initial Purchaser to withhold from the Purchase Price payable by the Initial Purchaser pursuant to Section 2 above an amount sufficient to pay such costs, expenses and amounts owed (including, without limitation, all structuring and placement fees and expenses), as estimated on the Closing Date by the Initial Purchaser and the Collateral Manager, and on the Closing Date, or as promptly thereafter as practicable, to pay all such costs, expenses and amounts owed from such withheld funds. The Initial Purchaser agrees to pay to the Trustee for the account of the Issuer any funds withheld under this Section 5(b) that are in excess of the actual expenses incurred by the Issuer (or the Initial Purchaser on its behalf). The Issuer agrees to pay to the Initial Purchaser the amount, if any, by which the actual expenses incurred by the Issuer, and not otherwise paid by the Issuer, exceed the amount withheld under this Section 5(b). The Initial Purchaser will provide the Issuer with an itemization of the use of such withheld amounts in reasonable detail, and with receipts or statements for the related expenditures to the extent available, upon request from the Issuer.

The Issuer agrees to pay all fees and expenses owed by the Issuer to the Initial Purchaser and the Placement Agent under the Engagement Letter dated August 23, 2023 between the Initial Purchaser, the Collateral Manager and Apollo Global Securities, LLC in accordance with the terms of such Engagement Letter.

The Final Offering Circular as of the date thereof does not, and at the Closing Date will not (and any amendment or supplement thereto as of the date thereof and at the Closing Date will not), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, and the Final Offering Circular contains or will contain all information with regard to the Issuer and the Notes that is material in the context of the issuance of the Notes; provided, that the Issuer makes no representation or warranty as to statements or omissions made in the First Preliminary Offering Circular, the Second Preliminary Offering Circular or the Final Offering Circular (i) in the sections entitled “Risk Factors—Relating to Certain Conflicts of Interest—The Issuer will be subject to various conflicts of interest involving the Initial Purchaser” and “Plan of Distribution” as it relates to the Initial Purchaser (the “Initial Purchaser Information”) or (ii) in the sections entitled “Risk Factors—Risks Relating to Certain Conflicts of Interest—The Issuer will be subject to various conflicts of interest involving Apollo Global Securities” and “Plan of Distribution” as it relates to the Placement Agent (the “Placement Agent Information”).

No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Final Offering Circular has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

It has authorized (through its counsel’s provision of final versions thereof to each Dealer Party) each Dealer Party to use the Final Offering Circular in connection with the offer and resale of the Purchased Notes.

Subsequent to the date of the Final Offering Circular, (x) it has not incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; and (y) there has not been any material change in its share capital or capital stock or in its short-term or long-term debt.

The issuance and sale of the Notes have been duly authorized by it and when executed, authenticated and delivered to and paid for in accordance with the terms of this Agreement or the relevant representation letters (the “Representation Letters”) and the Indenture, the Notes will be valid and binding obligations of it, enforceable in accordance with their terms, except as such obligations may be limited by bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and the application of general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law).

[Reserved.]

It has been duly formed and is validly existing under the laws of the State of Delaware; it has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Final Offering Circular; it is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct

The execution and delivery of this Agreement has been duly authorized by it, and this Agreement has been duly executed and delivered by it; and each of the other Transaction Documents to which it is a party has been duly authorized by it, and when duly executed and delivered on the Closing Date, will constitute its valid and binding agreement, enforceable against it in accordance with its terms, except as such obligations may be limited by bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and the application of general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law).

The execution and delivery of, and the performance by it of its obligations under, this Agreement and the other Transaction Documents, the issuance and sale of the Notes pursuant to this Agreement, the compliance with the other provisions of this Agreement and the consummation of the other transactions herein contemplated will not (x) cause a Default under the Indenture, (y) require any consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained or made, or (z) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which it is a party or by which it is bound, or its organizational documents, or any statute or any judgment, decree, order, role or regulation of any court or other governmental authority or any arbitrator applicable to it, except for such conflicts, breaches, violations or defaults as would not have a Material Adverse Effect.

Its authorized and issued equity capital is as described in the Final Offering Circular and all of its issued equity capital has been validly issued and is fully paid.

It is not, and will conduct its operations in a manner so that it continues not to be, an “investment company” and, after giving effect to the Offering and the application of the proceeds therefrom, will not be an “investment company,” as such term is defined in the Investment Company Act.

Sanctions and Anti-Money Laundering Laws:

Neither it, nor any of its subsidiaries, nor any of its directors or officers, nor any director or officer of any of its subsidiaries or, to the best of its knowledge, after due inquiry, neither any employee, agent, Affiliate, representative or Person associated with or acting on its behalf or on behalf of any of its subsidiaries, nor any Person benefiting in any capacity in connection with this Agreement and/or the Offering is: (A) the subject or target of any sanctions administered or enforced by the United States Government (including, without limitation, by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or any similar sanctions imposed by any governmental body to which it or any of its subsidiaries is subject to or a target of (collectively, the “Sanctions”), (B) located, organized or resident in a country or territory that is, or whose government is, the subject or target of Sanctions (including without limitation, Afghanistan, the Crimean region in Ukraine, the “Zaporizhzhia” region in Ukraine, the “Kherson” region in Ukraine, the “Donetsk People’s Republic” region in Ukraine, the “Luhansk People’s Republic” region in Ukraine, Cuba, Iran, North Korea, and Syria (the “Sanctioned Countries”)), or (C) is owned by or otherwise controlled, directly or indirectly, in whole or in part, by any individual or entity that is currently the subject or target of Sanctions;

Neither it nor any of its subsidiaries will, directly or indirectly, use the proceeds of the Purchased Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions or (iii) in any other manner that would result in violation of any Sanctions (including by any Person participating in the Offering, whether as Initial Purchaser, Placement Agent, Issuer, investor or otherwise);

During the past five years, neither it nor any of its subsidiaries has engaged, is now engaged, or will engage, in any business operations, dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was, or whose government is or was, the subject or target of Sanctions, in violation of Sanctions;

The representations contained in this clause (l) shall not be deemed to apply to owners of shares of common stock in any indirect owner of the Issuer whose shares are listed on a publicly traded exchange and acquired such shares through such exchange; and

Its operations and the operations of its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including without limitation, those of Title 18 U.S. Code section 1956 and 1957, the Bank Secrecy Act of 1970, otherwise known as the Currency and Foreign Transactions Reporting Act, as amended, the applicable money laundering statutes of all jurisdictions where it or any of its subsidiaries conducts business, the rules and regulations thereunder, and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency having jurisdiction over it or any of its subsidiaries, and any international anti-money laundering guidelines, principles or procedures issued by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, and any executive order, directive, or regulation pursuant to the authority or to the enforcement of any of the foregoing, or any orders or licenses issued thereunder (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to its knowledge, threatened. The proceeds of the Purchased Notes will not be used, directly or indirectly, in violation of any Anti-Money Laundering Laws.

Neither it, nor any of its subsidiaries, nor any of its directors or officers, nor any director or officer of any of its subsidiaries or, to the best of its knowledge, after due inquiry, neither any employee, agent, Affiliate, representative or Person associated with or acting on its behalf or on behalf of any of its subsidiaries, nor any Person benefitting in any capacity in connection with this Agreement and/or the Offering has (A) made any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B) made any direct or indirect unlawful payment to any domestic governmental official or “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or domestic government or foreign government employee; (C) violated or is in violation of any provision of the FCPA, the Bribery Act of 2010 of the United Kingdom or any applicable non-U.S. anti-bribery statute or regulation; (D) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (E) received notice of any investigation, proceeding or inquiry by any governmental agency, authority or body regarding any of the matters in clauses (A) through (D) above; and the Issuer and, to the knowledge of the Issuer, its affiliates, have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No legal or governmental proceedings are pending to which it is a party or to which its property is subject, and, to the best of its knowledge, no such proceedings are threatened or contemplated.

Neither it nor any person acting on its behalf (other than the Initial Purchaser or the Placement Agent, as applicable), has, directly or indirectly, made offers or sales of any security (as defined in the Securities Act), or solicited offers to buy any security, under circumstances that would require the registration of the Notes under the Securities Act.

No registration of the Notes under the Securities Act, and no qualification of the Indenture under the United States Trust Indenture Act of 1939, as amended, with respect thereto, is required for the offer, sale and initial resale of the Notes in the manner contemplated by this Agreement, the Final Offering Circular and the Representation Letters.

As of the Closing Date, the Notes will satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act, and no securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Notes are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

It has not taken, directly or indirectly, any action prohibited by Regulation M under the Exchange Act (to the extent that Regulation M is applicable to the offering, issuance and sale of the Notes).

Assuming compliance with Section 3(h) and based on the procedures it has put in place and the consideration of such factors as it and its counsel deem necessary or appropriate and based on the transfer restriction provisions set forth in the Indenture applicable to the Rule 144A Global Notes, it has a reasonable belief that the initial sales and subsequent transfers of the Rule 144A Global Notes shall be limited to Persons who are both (i) Qualified Institutional Buyers and (ii) Qualified Purchasers or entities owned by Qualified Purchasers.

Based on the procedures it has put in place and the consideration of such factors as it and its counsel deem necessary or appropriate and based on the transfer restriction provisions set forth in the Indenture applicable to the Regulation S Global Secured Notes, it has a reasonable belief that the initial sales and subsequent transfers of the Regulation S Global Secured Notes shall be limited to Persons who are non-U.S. Persons taking ownership of such Notes in an offshore transaction in reliance on Regulation S who are Qualified Purchasers.

The Notes conform in all material respects to the descriptions thereof contained in the Final Offering Circular.

It has not offered and shall not offer the Purchased Notes except pursuant to this Agreement and the terms of the Indenture and it has not offered and shall not offer the Notes (other than the Purchased Notes) except pursuant to the terms of the Indenture.

It agrees that it shall not make any offer or sale of Notes of any class if, as a result of the doctrine of “integration” referred to in Rule 502 promulgated under the Securities Act, such offer or sale could be deemed to render invalid (for the purpose of (i) the sale of the Purchased Notes to the Initial Purchaser or (ii) the resale of the Purchased Notes by the initial investors to others) the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.

None of it, any of its affiliates (as that term is defined in Rule 501(b) of Regulation D under the Securities Act, each, an “Affiliate”), or any Person authorized to act on its behalf (other than the Initial Purchaser and the Placement Agent, as to whom no representation is made) has engaged or will engage in any directed selling efforts (as that term is defined in Regulation S) in connection with the offering or sale of the Notes, and it and its Affiliates and any Person acting on its behalf (other than the Initial Purchaser and the Placement Agent, as to whom no representation is made) has complied and will comply with the offering restrictions requirement of Rule 903 of Regulation S. It has not entered into any contractual agreement with respect to the distribution of the Purchased Notes except for the arrangements with the Dealer Parties hereunder and, in the case of the Subordinated Notes, under the related Representation Letters.

None of it, any of its Affiliates or any Person authorized to act on its behalf (other than the Dealer Parties, as to whom no representation is made) has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering or sale of the Notes in the United States or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. Accordingly, the Issuer acknowledges that the Notes may not be offered or sold, directly or indirectly, and no offering memorandum or any advertisements in connection with the Notes may be distributed or published, in or from any country or jurisdiction except under circumstances that shall result in compliance with any applicable rules and regulations of any such country or jurisdiction.

On and as of the date hereof, no event has occurred or is continuing which, had the Notes already been issued, would constitute a Default under the Indenture.

The Issuer agrees to indemnify and hold harmless the Dealer Parties and/or any of their respective affiliates, the directors, officers, partners, agents or employees of the Dealer Parties or any of their respective affiliates, and each other person, if any, who controls the Initial Purchaser, the Placement Agent or any of their respective affiliates within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) against

The Initial Purchaser agrees to indemnify and hold harmless the Issuer, its respective members, managers, officers, authorized persons and each person, if any, who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such member, manager, officer, authorized person or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are connected

The Placement Agent agrees to indemnify and hold harmless the Issuer, its respective members, managers, officers, authorized persons and each person, if any, who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such member, manager, officer, authorized person or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are connected with (i) any untrue statement of a material fact or alleged untrue statement of a material fact made in any Offering Document or any amendment or supplement thereto in reliance upon and in conformity with information provided by the Placement Agent in writing specifically for inclusion in the Placement Agent Information, or (ii) the omission or the alleged omission by the Placement Agent to state in the Placement Agent Information a material fact required to be stated therein necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Placement Agent shall not be liable (i) in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon the gross negligence or willful misconduct of the Issuer, as finally determined by a court of competent jurisdiction and/or (ii) for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including but not limited to lost profits or revenues), even if the Placement Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to paragraphs (a), (b) or (c) of this Section 7, such person (for purposes of this paragraph (d), the “indemnified party”) shall, promptly after receipt by such party of notice of the commencement of such action, notify the person against whom such indemnity may be sought (for purposes of this paragraph (d), the “indemnifying party”), but the omission so to notify the indemnifying party will

In circumstances in which the indemnity agreement provided for in the preceding paragraph of this Section 7 is unavailable or insufficient, for any reason, to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the Offering or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law,

The Issuer shall have obtained all governmental authorizations required in connection with the issuance, offering and sale of the Notes and the performance of its obligations hereunder and under the Transaction Documents.

The Issuer shall have furnished to each Dealer Party a certificate of the Issuer signed by an Authorized Officer of the Issuer, dated the Closing Date, to the effect that such Authorized Officer has examined the Final Offering Circular and this Agreement and that the representations and warranties of the Issuer in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Issuer has performed all of its obligations and satisfied all the conditions on its part to be satisfied at or prior to the Closing Date.

The Secured Notes shall have received the following ratings as of the Closing Date: (i) the Class A-1 Notes shall have been rated “AAA (sf)” by S&P and “AAAsf” Fitch and (ii) the Class A-2 Notes shall have been rated “AAA (sf)” by S&P.

The Issuer shall have furnished to each Dealer Party (i) the opinion of Dechert LLP, counsel to the Issuer, (ii) a written letter from Dechert LLP with respect to the Final Offering Circular in relation to Rule 10b-5 under the Securities Act, and (iii) a written letter from Cadwalader, Wickersham & Taft LLP, counsel to the Dealer Parties, with respect to the Final Offering Circular in relation to Rule 10b-5 under the Securities Act, in each case addressed to each Dealer Party, dated the Closing Date and in form and substance satisfactory to each Dealer Party.

The Issuer shall have furnished to each Dealer Party the opinion of Richards, Layton & Finger, P.A., Delaware counsel to the Issuer, dated the Closing Date and in form and substance satisfactory to each Dealer Party.

The Trustee shall have furnished to each Dealer Party the opinion of Nixon Peabody LLP, counsel to the Trustee and the Collateral Administrator, dated the Closing Date and in form and substance satisfactory to each Dealer Party.

The Collateral Manager shall have furnished to: (i) the Issuer a tax opinion of Dechert LLP, counsel to the Issuer, addressed to the Issuer, dated the Closing Date in form and substance satisfactory to the Issuer, (ii) each Dealer Party a written letter from Dechert LLP, counsel to the Collateral Manager and the Transferor, with respect to the Final Offering Circular in relation to Rule 10b-5 under the Securities Act, addressed to each Dealer Party, dated the Closing Date and in form and substance satisfactory to each Dealer Party and (iii) each Dealer Party the opinions of Dechert LLP, counsel to the Collateral Manager and the Transferor, dated the Closing Date and in form and substance satisfactory to each Dealer Party.

The conditions precedent to the issuance of the Notes under the Indenture and the conditions precedent to the performance by the Issuer of its obligations under the Indenture shall have been satisfied.

The Collateral Manager shall have furnished to each Dealer Party a certificate, dated the Closing Date, signed by an officer of the Collateral Manager certifying that:

the Collateral Manager has examined the Final Offering Circular;

in the opinion of the Collateral Manager, the information under the headings “Risk Factors—Relating to Certain Conflicts of Interest—Certain conflicts of interest relating to the Collateral Manager and its Affiliates,” “Risk Factors—Risks Relating to the Collateral Manager—The Collateral Manager has no prior experience managing CLOs; past performance of the Collateral Manager and its affiliates and the Sub-Servicer and its affiliates not indicative,” “Risk Factors—Risks Relating to the Collateral Manager—The Issuer will depend on the managerial expertise available to the Collateral Manager and its key personnel,” “Risk Factors—Relating to Certain Conflicts of Interest—No ethical screens or information barriers,” “Risk Factors—Relating to Certain Conflicts of Interest—Other potential conflicts of interest” and “The Collateral Manager, the U.S. Retention Holder, the Transferor and the Sub-Servicer,” and the subheadings thereunder in the Final Offering Circular, as of the date thereof (including as of the date of any supplement thereto prepared on or prior to the Closing Date) and as of the Closing Date, does not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

as of the Closing Date, to the best of its knowledge, there has been no event or development with respect to the Collateral Manager or any of its Affiliates that could reasonably be expected to result in a material adverse effect on the issuance, offer or sale of the Notes as contemplated by the Final Offering Circular or on the ability of the Collateral Manager to perform, in all material respects, its obligations under the Collateral Management Agreement.

Subsequent to the date as of which information is given in the Final Offering Circular and prior to issuance of the Notes, there shall not have been any change, or any development involving a prospective change, the effect of which, in any case, is, in the judgment of each Dealer Party, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Notes as contemplated by the Final Offering Circular.

On or before the Closing Date, each Dealer Party shall have received such further certificates, documents or other information as they may have reasonably requested from the Issuer.

Time shall be of the essence of this Agreement.

The headings herein are inserted for convenience of reference only and are not intended to be part of, or to, affect, the meaning or interpretation of this Agreement.

This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same Agreement, and any party may enter into this Agreement by executing a counterpart. Delivery of an executed counterpart signature page of this Agreement by e-mail (PDF) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

This Agreement shall inure to the benefit of and shall be binding upon each Dealer Party, the Issuer and their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to, give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person, except as set forth in Section 7. No purchaser of Purchased Notes from either Dealer Party shall be deemed a successor because of such purchase.

The respective representations, warranties, agreements, covenants, indemnities and other statements of the Issuer, the Placement Agent and Deutsche Bank Securities Inc. set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Issuer, any of its officers, directors, employees or agents, either Dealer Party or any controlling person referred to in Section 7 hereof and (ii) delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 5, 7, 10, 11, 12, 13, 14 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

In the event that either Dealer Party is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Dealer Party of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that either Dealer Party is a Covered Entity or a BHC Act Affiliate of the Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Dealer 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 this Agreement were governed by the laws of the United States or a state of the United States.

Principal Amount of Class A-1 Notes: