Warehouse Collateral Management Agreement between BlackRock Private Credit Fund Leverage II, LLC and BlackRock Private Credit Fund (May 28, 2025)

Warehouse Agreement.

General Authority and Duties of the Collateral Manager.

Appointment and Acceptance.

The Borrower hereby appoints BLACKROCK PRIVATE CREDIT FUND, as Collateral Manager under the Warehouse Agreement, and BLACKROCK PRIVATE CREDIT FUND hereby accepts such appointment.  The Borrower hereby directs the Collateral Manager, and the Collateral Manager agrees (A) to make recommendations to the Borrower regarding the purchase and disposition of Portfolio Assets, including purchase commitments for future purchases of Portfolio Assets, subject to and in accordance with the terms of this Agreement (including the Operating Guidelines or, in the alternative, the Tax Advice described in Section 2(e)(5) below permitting deviations therefrom) and the Warehouse Agreement, (B) to request approvals from the Administrative Agent for such purchases and dispositions to the extent required and in accordance with the Warehouse Agreement, (C) to, as soon as reasonably practicable upon the written request of the Administrative Agent, prepare and deliver to the Administrative Agent such reports and other information as the Administrative Agent shall reasonably request so long as such reports or other information is within the possession of the Collateral Manager or may be obtained with neither undue burden nor expense and is not subject to any legal or contractual obligations of confidentiality and (D) to take other actions in furtherance of such purchases and dispositions consistent with this Agreement and the Warehouse Agreement.

In furtherance of the foregoing, the Borrower hereby appoints and constitutes the Collateral Manager as its agent and attorney-in-fact, for the Borrower’s account and for the Borrower’s risk and in the Borrower’s name, to carry out any actions and activities necessary, appropriate or incidental to its duties under this Agreement, the Warehouse Agreement and the other Transaction Documents, and to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Collateral Manager reasonably deems necessary or appropriate in connection with the foregoing and its duties under this Agreement, the Warehouse Agreement and the other Transaction Documents, and the Collateral Manager accepts such appointment to act as provided herein on behalf of and in the name of the Borrower.

Subject to the Warehouse Agreement, the Borrower grants the Collateral Manager authority to exercise all rights and remedies with respect to the Portfolio Assets as provided within the terms of such Portfolio Assets and their respective Underlying Instruments.  The Borrower shall cooperate with the Collateral Manager as reasonably requested by the Collateral Manager in connection with the Collateral Manager’s performance of its obligations under this Agreement, the Warehouse Agreement and the other Transaction Documents.

Standard of Performance.  The Collateral Manager shall, subject to the terms and conditions hereof and the Warehouse Agreement, perform its obligations and exercise its judgment hereunder and under the Warehouse Agreement in good faith and with reasonable care, using a degree of skill and attention that is generally comparable to that which the Collateral Manager exercises with respect to comparable assets that it manages for itself or for others having similar investment objectives and restrictions.  To the extent not inconsistent with the foregoing, the Collateral Manager may follow its customary standards, policies and procedures in performing its duties under the Warehouse Agreement and hereunder.

Approved Portfolio Assets.  The Collateral Manager shall direct the Borrower to acquire or commit to acquire Portfolio Assets in accordance with the provisions set forth in the Warehouse Agreement.

Notwithstanding anything herein or any other Transaction Document to the contrary, the Collateral Manager shall not have authority to hold (directly or indirectly), or otherwise take possession of, any funds or securities of the Borrower. Without limiting the foregoing, the Collateral Manager shall not have authority to (i) sign checks on the Borrower’s behalf, (ii) direct the deduction of fees from any Account, (iii) withdraw funds or securities from any Account or (iv) give the Custodian any “entitlement orders” or any other instruction relating to the Accounts, in each case for any purpose other than pursuant to transactions authorized by the Warehouse Agreement or other Transaction Documents; provided that the foregoing clauses (i) through (iv) shall not limit the Collateral Manager’s ability to acquire Portfolio Assets and Eligible Investments pursuant to and in accordance with the Warehouse Agreement or to direct the sale of Portfolio Assets pursuant to and in accordance with the Warehouse Agreement. The Collateral Manager agrees that any requests or instructions regarding the disbursement of any funds in any Account must be made in accordance with the Warehouse Agreement or other Transaction Documents and must be sent to the Custodian.  Nothing in this Section 2(d) shall prohibit the Collateral Manager from issuing instructions to the Custodian to effect or settle any bills of sale, assignments, agreements and other instruments in connection with any acquisition, sale or other disposition of any Portfolio Asset of the Borrower as permitted by the Warehouse Agreement.

In addition to the foregoing, the Collateral Manager shall use commercially reasonable efforts to refrain from taking any action, and the Collateral Manager shall not intentionally or knowingly take any action, that would (1) if such action is on behalf of the Borrower, not be permitted under the limited liability company agreement of the Borrower, (2) cause the Borrower to violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower, including, without limitation, United States federal, state or other applicable securities law that is actually known by the Collateral Manager to be applicable to it and, in each case, the violation of which would reasonably be expected to have a Material Adverse Effect, (3) require registration of the Borrower or the Collateral as an “investment company” under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (4) cause the Borrower to violate any terms of any Transaction Document in any material respect or (5) cause the Borrower to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise to be subject to U.S. federal income tax on a net basis; provided, however, that the Collateral Manager shall not be treated as violating its obligation under this clause (5) and shall have no liability under this clause (5) if the Borrower is treated as engaged in a trade or business within the United States for U.S. federal income tax purposes or is otherwise subject to U.S. federal income tax on a net basis as a result of an action taken either (x) in compliance with the Operating Guidelines or (y) in reliance upon Tax Advice to the effect that such action, when considered in light of the other activities of the Borrower, will not cause the Borrower to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise to be subject to U.S. federal income tax on a net basis, in the case of each of the immediately preceding clauses (x) and (y) so long as there has been no material change in U.S. federal income tax law or the interpretation thereof after the date hereof or the date of such Tax Advice, as applicable, that is relevant to such action, that the Collateral Manager actually knows, when considered in light of the other activities of the Borrower, would cause the Borrower to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise to be subject to U.S. federal income tax on a net basis notwithstanding compliance with the Operating Guidelines or such Tax Advice; provided further, however, that notwithstanding the foregoing, the Collateral Manager shall have no obligation to investigate changes in any tax laws or the interpretation thereof in order to satisfy the “actual knowledge” element of this sentence.

The Collateral Manager will be entitled to conclusively rely upon the information available to it at the time of any exercise of judgment, discretion, determination, redetermination or certification made by it (which exercise of judgment, discretion, determination, redetermination or certification may be supported as to factual matters by any relevant certificates and other documents necessary or advisable in the reasonable judgment of the Collateral Manager) and shall be fully protected in making such exercise of judgment, discretion, determination, redetermination or certification in accordance with the Loan Agreement and the standard of care set forth in this Agreement, including, for the avoidance of doubt, in any exercise of judgment, discretion, determination, redetermination or certification made by the Collateral Manager pursuant to the Loan Agreement, this Agreement or any other Transaction Document relating to the Benchmark, any Benchmark Replacement, any Benchmark Replacement Adjustment, and the source for or calculation of each of the Term SOFR Rate and the Term SOFR Reference Rate.

Title to Portfolio Assets.  The Portfolio Assets shall be held in the name of the Borrower in accounts maintained at the Custodian.  No Portfolio Asset shall be held by or in the name of the Collateral Manager.

Brokerage.  Subject to the conditions and approvals required under this Agreement, the Collateral Manager shall use commercially reasonable efforts to achieve the objective of obtaining what it considers to be the overall best prices and execution for all orders placed with respect to the Portfolio Assets, considering all circumstances, but does not hereby guarantee the success thereof.  Subject to the aforesaid objective, the Collateral Manager may take into consideration all factors it deems relevant, including, without limitation, the size of the transaction, the nature of the market for such security, the timing, general market trends, the reputation and experience of the broker-dealer involved and research and other brokerage services furnished to the Collateral Manager or its affiliates by broker-dealers (including, without limitation, those that are not affiliates of the Collateral Manager).  Such services may be used by the Collateral Manager or its affiliates in connection with its other advisory activities or investment operations.  Transactions may be executed as part of concurrent authorizations to purchase or sell the same obligation for the Borrower and for one or more other accounts managed by the Collateral Manager or one or more of its affiliates.  The Collateral Manager may, but shall be under no obligation to, aggregate sales and purchase orders placed with respect to the Portfolio Assets with similar orders being placed simultaneously for other accounts advised or managed by the Collateral Manager or with accounts of the affiliates of the Collateral Manager (including through any insurance company general account), if in the Collateral Manager’s judgment such aggregation shall not disadvantage the Borrower relative to other accounts, taking into consideration, among other things that the Collateral Manager may deem appropriate, any one or more of the following: the selling or purchase price; the ability to earn a higher return; the potential to achieve better execution; the sharing of investment opportunities that might otherwise be unavailable to the Borrower; the gaining of access to investment opportunities; or the potential to achieve lower transaction costs and other expenses. The Borrower acknowledges that the determination of any economic advantage or disadvantage by the Collateral Manager is subjective and represents the Collateral Manager’s evaluation at the time of all of the circumstances of such purchase or sale.  When any aggregate sales or purchase orders occur, the objective of the Collateral Manager (and any of its affiliates involved in such transactions) shall be to allocate the executions among the accounts in a manner that the Collateral Manager deems, based upon applicable laws and regulations and its internal procedures and policies, to be equitable and in compliance with all such laws and regulations and consistent with the Collateral Manager’s practices with respect to other accounts that it advises or manages.  The Collateral Manager shall not be responsible for any loss incurred by reason of any act or omission of any broker-dealer who effects transactions with respect to the Collateral if that broker-dealer was selected with the exercise of reasonable care by the Collateral Manager.

Additional Activities of the Collateral Manager.

The Borrower acknowledges that the Collateral Manager and its affiliates are engaged in loan and securities trading as well as providing other investment advisory services. In the ordinary course of investment advisory activities, the Collateral Manager and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of entities that may be involved in the transactions contemplated hereby.  The Collateral Manager shall not be under a duty to disclose to the Borrower, or to take into account for any other party’s benefit, any non-public information acquired in the course of carrying on any business for or in connection with the provision of service to a party other than the Borrower or that is otherwise subject to any obligation of confidence to another person. The Borrower further acknowledges that (i) none of the Borrower or any other party to the Warehouse Agreement is relying on the advice of the Collateral Manager for legal, regulatory, financial, tax, accounting or, with respect to all of the foregoing except the Borrower, financial and investment matters, but instead the Borrower and each such other party will make its own independent analyses and decisions regarding such matters and will seek and will rely on the advice of its own professionals and advisors for such matters (other than, with respect to the Borrower, financial and investment advice); (ii) the Collateral Manager has not, and will not, make any recommendations, guarantees or representations regarding the expected or projected success, performance, result, consequence or benefit (whether legal, regulatory, tax, financial, accounting or otherwise) of the activities contemplated hereunder; and (iii) nothing herein shall give rise to any liability or responsibility on the part of the Collateral Manager for the success or anticipated benefits of the transactions contemplated hereby.  Nothing contained in this Agreement shall be deemed to create any fiduciary, trustee, agency, joint venture, partnership or client relationship or duty of loyalty, care, disclosure or other obligation between the Collateral Manager and any of the Administrative Agent, the Lenders, the Investors, the Custodian or any of their respective affiliates. Nothing in this Agreement prohibits or restricts any party or its affiliates, employees or agents from communicating about possible violations of law or regulation directly to any governmental agency or entity, any self-regulatory organization, or any law enforcement authority to the extent such communication is protected under whistleblower provisions of the applicable laws or regulations.

The Collateral Manager may employ and delegate to third parties (including Affiliates) to render advice (including investment advice) and assistance to the Borrower, including in connection with trade execution services; provided, that (A) the Collateral Manager will not be relieved of any of its duties under this Agreement as a result of such employment of: (x) third parties that are Affiliates of the Collateral Manager; or (y) solely with respect to the employment of such third parties to render investment advice, third parties that are not its Affiliates; and (B) the Collateral Manager will be solely responsible for the fees and expenses payable to any such third party except to the extent such expenses are payable by the Borrower under this Agreement. For the avoidance of doubt, other than as set forth above, the Collateral Manager shall not be liable for the actions of third parties that are not Affiliates of the Collateral Manager.

Conflicts of Interest.

The Collateral Manager (on behalf of the Borrower) shall not acquire (or commit to acquire) Portfolio Assets from the Collateral Manager or any of its Affiliates as principal, or sell a Portfolio Asset to the Collateral Manager or any of its Affiliates as principal, unless the Borrower shall have received from the Collateral Manager such information relating to such acquisition or sale as each may reasonably require and shall have approved such acquisition or sale (each in its reasonable discretion).  The Collateral Manager (on behalf of the Borrower) shall not acquire (or commit to acquire) any Portfolio Asset directly from any account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment manager or advisor, or sell any Portfolio Asset directly to any account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment manager or advisor, unless such transaction will be consummated on an arm’s-length basis at a price no higher (in the case of an acquisition) or lower (in the case of a sale) than the fair market price as determined by the Collateral Manager in a commercially reasonable manner.

The Borrower acknowledges that the Collateral Manager and any of its Affiliates may engage in any other business and furnish investment management and advisory services to others, including persons or entities that may have investment policies similar to those followed by the Collateral Manager with respect to the Collateral and that may own securities or obligations of the same class, or that are the same type, as the Portfolio Assets or other securities or obligations of the obligors of Portfolio Assets.  The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, that may be the same as or different from those effected with respect to the Collateral.

Nothing contained in this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations of the same kind or class, or securities or obligations of a different kind or class of the same obligor or issuer, as those recommended by the Collateral Manager to be purchased or sold by the Borrower.  It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates and any officer, director, stockholder, partner, member, manager or employee of the Collateral Manager or any such Affiliate or any member of their families or a person or entity advised by the Collateral Manager may have an interest in a particular transaction or in securities or obligations of the same kind or class, or securities or obligations of a different kind or class of the same obligor or issuer, as those whose purchase or sale the Collateral Manager may recommend hereunder.

Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from recommending the purchase or sale hereunder of Portfolio Assets of (i) to the Collateral Manager’s knowledge, persons or entities of which the Collateral Manager, its Affiliates or any of its or their officers, directors or employees are directors or officers, (ii) persons or entities for which the Collateral Manager or any of its Affiliates acts as financial advisor or underwriter with respect to such Portfolio Assets, or (iii) persons or entities about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law.  The Collateral Manager shall not be obligated to utilize with respect to the Collateral any particular investment opportunity of which it becomes aware.

The Collateral Manager may consider the requests and requirements of third parties, including prospective investors in any Approved CLO, in recommending Portfolio Assets for inclusion in the Borrower’s assets.

Without prejudice to the generality of the foregoing, directors, officers, employees and agents of the Collateral Manager, Affiliates of the Collateral Manager, and the Collateral Manager (and/or any of its Affiliates) may, subject to applicable law (and, when acting on behalf of the Borrower, in accordance with the Operating Guidelines or, in the alternative, Tax Advice described in Section 2(e)(5) permitting deviations therefrom), among other things:

Expenses.

Except as otherwise agreed to by the parties hereto, all reasonable and documented costs and expenses (including the fees and disbursements of external counsel and accountants but excluding all overhead costs and employees' salaries, wages, bonuses and other employee benefits and excluding all office expenses, including rent, taxes and utilities) of the Collateral Manager and of the Borrower incurred in connection with the negotiation, preparation and execution of this Agreement and any amendment hereto, and all matters incidental thereto, shall be borne by the Borrower. The Borrower will reimburse the Collateral Manager for all reasonable and documented expenses, including fees, costs and expenses reasonably incurred by the Collateral Manager in connection with services provided under this Agreement and the Warehouse Agreement (regardless of whether the Person providing or performing the service or output giving rise to such fees, costs and expenses is the Collateral Manager, an Affiliate of the Collateral Manager or a third party, and including allocated portions of such fees, costs and expenses, excluding all overhead costs and employees' salaries, wages, bonuses and other employee benefits and excluding all office expenses, including rent, taxes and utilities incurred in connection with services performed by personnel or employees of the Collateral Manager or its Affiliates; provided that, if such service or output is provided or performed by the Collateral Manager or an Affiliate of the Collateral Manager and not a third party, then, unless approved by the Independent Investment Professional (as defined in the Operating Guidelines), the applicable fees, costs and expenses shall not be greater than those that would be payable to a third party under arm's-length terms for the provision or performance of similar services or outputs) including, without limitation, (a) the cost of external legal advisers, consultants, rating agencies, accountants, brokers and other professionals retained or employed by the Borrower or the Collateral Manager (or an Affiliate of the Collateral Manager (in each case, on behalf of the Borrower)), (b) the cost of asset pricing and asset rating services, compliance services and software, in-house administrative, accounting (including tax services), client services, legal, hedging and currency management and transfer pricing services that are reasonably allocated or attributable to the Borrower by the Collateral Manager, any investment or co-investment vehicle of the Collateral Manager or its Affiliates in connection with providing such services, programming and data entry services directly related to the management of the Collateral (provided that the Collateral Manager determines in good faith that any such expenses, charges or related costs referenced herein are comparable to what would be paid to an unaffiliated third party for substantially similar services) (c) all taxes, regulatory and governmental charges (not based on the income of the Collateral Manager) and insurance premiums or expenses, (d) any and all costs and expenses reasonably incurred in connection with the acquisition or disposition of investments on behalf of the Borrower (whether or not actually consummated) and management thereof, including attorneys' fees and disbursements, (e) reasonable expenses related to preparing reports to the Administrative Agent or Lenders, (f) reasonable travel expenses (including, without limitation, airfare, meals, lodging and other transportation) undertaken in connection with the performance by the Collateral Manager of its duties pursuant to this Agreement or the Warehouse Agreement, (g) expenses and costs in connection with any investor conferences' or Lenders' meetings or conferences, (h) the cost of any brokerage services provided to the Collateral Manager in connection with the sale or purchase of any Portfolio Assets, Eligible Investment, asset held by a Tax Subsidiary or other assets received in respect thereof, (i) the cost of bookkeeping, accounting or recordkeeping services obtained or maintained with respect to the Borrower (including those services rendered at the behest of the Collateral Manager), (j) the cost of software programs licensed from a third party and used by the Collateral Manager in connection with servicing and managing the Collateral, (k) fees and expenses incurred in obtaining the market value of Portfolio Assets (including, without limitation, fees payable to any nationally recognized pricing service), (l) the cost of audits incurred in connection with any consolidation review, (m) any reasonable out-of-pocket costs or expenses reasonably incurred by the Collateral Manager in connection with complying with applicable law and (n) any other expenses as otherwise agreed upon by the parties (subject to the consent of the Majority Investors). In addition, the Borrower shall be responsible for any fees relating to the services provided by any Independent Investment Professional and shall reimburse such Independent Investment Professional for its reasonable and documented out of pocket expenses.  The costs and expenses described in this Section 6 shall be payable in accordance with the Warehouse Agreement.

Limits of Collateral Manager Responsibility, Indemnification.  None of the Collateral Manager or any of its Affiliates assumes any responsibility under this Agreement, the Warehouse Agreement or any other Transaction Document other than to perform its duties hereunder and thereunder in accordance with the standard set forth in Section 2(b) and shall not be responsible for any action or inaction of the Borrower, any other party to the Warehouse Agreement or any other Person in following or declining to follow any advice, recommendation or direction of the Collateral Manager.  In no event shall the Collateral Manager be (i) liable or responsible for the performance of, or a decline in market value of, the Collateral, (ii) obligated to perform any other duties other than as specified herein or in the Warehouse Agreement, or (iii) obligated to pursue any particular investment strategy or opportunity with respect to the investments of the Borrower.

No Partnership or Joint Venture.  None of the Borrower or any other party to the Warehouse Agreement is a partner or joint venturer with any other, and nothing herein shall be construed to make any of them such a partner or joint venturer or impose any liability as such on any of them.  The Collateral Manager will be, for all purposes herein, deemed to be an independent contractor and will, except to the extent expressly provided herein or in the Transaction Documents or as authorized by the Borrower from time to time in writing, have no authority to act for or represent the Borrower in any way or otherwise be deemed an agent of the Borrower.

Term; Termination; Cause.

This Agreement shall become effective as of the date hereof upon its execution and delivery by the Borrower and the Collateral Manager and shall continue in force until the earlier of (i) the termination of the Warehouse Agreement and (ii) the termination of this Agreement pursuant to this Section 10.

The Collateral Manager may be removed upon the occurrence of a Collateral Manager Event by the Majority Investors upon 10 days’ prior written notice to the Collateral Manager, the Borrower, the Custodian, the Investors, the Administrative Agent and the Lenders.

Notwithstanding anything herein or in any other Transaction Document to the contrary, the Collateral Manager may resign as Collateral Manager at any time upon the effectiveness of any change in applicable law or regulations, the performance by the Collateral Manager of its duties under this Agreement or the Transaction Documents would then be a violation of such law or regulation, provided that such resignation or removal shall be effective, whether or not a successor has been appointed, if the continued performance of the Collateral Manager's duties and obligations would be prohibited by applicable law.

Upon any such termination, the Collateral Manager shall within a commercially reasonable timeframe deliver to the Custodian, with copies to the Administrative Agent, all property, books, documents and any other records or reports relating to the Collateral then in the custody of the Collateral Manager (subject in each case to any legal and contractual obligations of confidentiality).

After any removal of the Collateral Manager pursuant to this Section 10 and prior to the appointment of any successor Collateral Manager, the Collateral Manager shall (a) if so notified by the Administrative Agent, continue to act in such capacity as Collateral Manager and (b) as requested by the Administrative Agent (i) terminate some or all of its activities as Collateral Manager hereunder in the manner requested by the Administrative Agent in its sole discretion, (ii) provide such information as may be reasonably requested by the Administrative Agent to facilitate the transition of the performance of such activities to the successor Collateral Manager or any agent thereof and (iii) take all other actions requested by the Administrative Agent to facilitate the transition of the performance of such activities to the successor Collateral Manager.

No removal or resignation shall be effective unless and until a successor Collateral Manager satisfying the Successor Criteria and acceptable by the Majority Investors has been appointed, such successor Collateral Manager has accepted such appointment, and such appointment is effective as of the date of termination, in each case, pursuant to and in accordance with a replacement collateral management agreement that is either substantially in the form of this Agreement or otherwise in a form approved by the Administrative Agent and the Majority Investors.

Notwithstanding anything to the contrary in this Section 10, each successor Collateral Manager shall satisfy the Successor Criteria.  A successor Collateral Manager will satisfy the "Successor Criteria" if: (i) it has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under this Agreement; (ii) it is legally qualified and has the capacity to act as Collateral Manager; (iii) its appointment would not cause or result in the Borrower becoming, or require the pool of Collateral to be registered as, an investment company under the Investment Company Act; (iv) its appointment would not cause the Borrower to be subject to U.S. federal, state or local income tax on a net basis and (v) has been consented to by the Administrative Agent and the Majority Investors.

Notwithstanding anything herein to the contrary, Sections 7, 8, 9, 10, 16, 18 and 23 hereof shall survive any termination hereof and, with respect to any Collateral Manager that has resigned or been removed, shall survive such resignation or removal.

Assignments.  Neither party hereto may assign any of its rights, remedies, duties or responsibilities under this Agreement to any person, in whole or in part, without the prior written consent of the other party, the Administrative Agent and the Majority Investors (in each case, which consent shall not be unreasonably withheld, conditioned or delayed); provided that no such assignment shall be effective unless it does not cause the Borrower to be subject to U.S. federal, state or local income tax on a net basis.

Amendments.  This Agreement may not be amended without the mutual written consent of the parties hereto and the consent of the Administrative Agent and the Majority Investors (in each case, which consent shall not be unreasonably withheld); provided that the Operating Guidelines may be amended or supplemented (without the execution of an amendment to this Agreement or the consent of any Person) if the Collateral Manager has received Tax Advice to the effect that, assuming the Borrower (including the Collateral Manager acting on its behalf) complies with the Operating Guidelines as modified by such amended or supplemental provisions, the Borrower will not be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise be subject to U.S. federal income tax on a net basis.

Representations and Warranties of the Collateral Manager.  The Collateral Manager hereby represents and warrants to the Borrower as follows:

The Collateral Manager is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, has full statutory trust power and authority to own its assets and to transact the business in which it is currently engaged and is duly qualified and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of this Agreement and its obligations under the Warehouse Agreement would require, such qualification, except for those jurisdictions in which the failure to be so qualified, authorized or licensed would not reasonably be expected to have a Material Adverse Effect on the Collateral Manager.

The Collateral Manager has the necessary statutory trust power and authority to execute, deliver and perform this Agreement and the Warehouse Agreement and all obligations required hereunder and thereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Warehouse Agreement.  Each of this Agreement and the Warehouse Agreement has been executed and delivered by a duly authorized officer of the Collateral Manager and constitutes the valid and legally binding obligations of the Collateral Manager enforceable against the Collateral Manager in accordance with its terms, subject, as to enforcement, to (i) the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Collateral Manager, and (ii) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).

The execution, delivery and performance of this Agreement and the Warehouse Agreement do not violate any provision of any existing law or regulation binding on the Collateral Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Collateral Manager, or the governing instruments of, or any securities issued by, the Collateral Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Collateral Manager is a party or by which the Collateral Manager or any of its assets may be bound, the violation of or conflict with which would not reasonably be expected to have a Material Adverse Effect on the Collateral Manager.

There are no proceedings or investigations pending or, to the Collateral Manager’s knowledge, threatened against it (i) asserting the invalidity of any of this Agreement or any other Transaction Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents or (iii) that would not reasonably be expected to have a Material Adverse Effect.

No consent of any other person, including, without limitation, owners and creditors of the Collateral Manager, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, is required by the Collateral Manager in connection with this Agreement or the Warehouse Agreement or the execution, delivery, performance, validity or enforceability of this Agreement or the Warehouse Agreement by or against the Collateral Manager, or the obligations imposed upon it hereunder, other than such as have previously been obtained or made, or which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect on the Collateral Manager.

Representations and Warranties of the Borrower.  The Borrower hereby represents and warrants to the Collateral Manager that:

The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has full limited liability company power and authority to own its assets and to transact the business in which it is currently engaged;

The Borrower has the necessary limited liability company power and authority to execute, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement;

This Agreement has been executed and delivered by a duly authorized officer of the Borrower and constitutes the valid and legally binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, subject, as to enforcement, to (i) the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Borrower, and (ii) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);

The execution, delivery and performance of this Agreement do not violate any provision of any existing law or regulation binding on the Borrower, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Borrower, or the governing instruments of, or any securities issued by the Borrower or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Borrower is a party or by which the Borrower or any of its assets may be bound, except for any violation which would not have a Material Adverse Effect on the Borrower;

No consent of any other person including, without limitation, shareholders and creditors of the Borrower, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, is required by the Borrower in connection with this Agreement, or the execution, delivery, performance, validity or enforceability of this Agreement, or the obligations imposed upon it hereunder, other than such as have previously been obtained, or made or which the failure to obtain or make would not have a Material Adverse Effect on the Borrower; and

The Borrower is not required to register as an “investment company” under the Investment Company Act.

Notices.  Unless expressly provided otherwise herein, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing (including by telecopy, facsimile or e-mail) and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, or, in the case of telecopy, facsimile or e-mail notice, when received in legible form, addressed as set forth below:

If to the Borrower:

If to the Collateral Manager, to the following address, or to such other address as notified in writing:

Binding Nature of Agreement; Successors and Assigns.  Subject to Section 11, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided herein.  The Borrower and the Collateral Manager agree that the Administrative Agent and the Majority Investors shall each be deemed an express third party beneficiary of this Agreement.

Entire Agreement.  This Agreement, together with the Warehouse Agreement, contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.  The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Governing Law; Submission to Jurisdiction; Miscellaneous.  This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this Agreement shall be governed by, the law of the State of New York. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan in the City of New York in any proceeding arising out of or relating to this Agreement, and the parties hereby irrevocably agree that all claims in respect of any such proceeding may be heard and determined in any such New York State or Federal court. The parties hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such proceeding. The parties irrevocably consent to the service of process in any proceeding by the mailing or delivery of copies of such process to the addresses and in the manner set forth in Section 15 hereof. The parties agree that a final non-appealable judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement is intended to confer any rights or remedies hereunder or by reason hereof upon any person not a signatory hereto (or their successors and assigns).

Titles Not to Affect Interpretation.  The titles of sections and subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

Execution in Counterparts.  This Agreement may be executed in any number of counterparts by facsimile, exchange of signed electronic PDF files or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.  This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

Provisions Separable.  To the fullest extent permitted by law, in case any provision in this Agreement shall be invalid, illegal or unenforceable as written, such provision shall be construed in the manner most closely resembling the apparent intent of the parties with respect to such provision so as to be valid, legal and enforceable; provided that, if there is no basis for such a construction, to the fullest extent permitted by law, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability and, unless the ineffectiveness of such provision destroys the basis of the bargain for one of the parties to this Agreement, the validity, legality and enforceability of the remaining provisions hereof or thereof shall not in any way be affected or impaired thereby.

Number and Gender.  Words used herein, regardless of the number and gender specifically used, will be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

Limited Recourse; Non-Petition.  Each party hereto acknowledges and agrees to the limited recourse and non-petition provisions contained in Section 13(g) of the Warehouse Agreement.