Amended and Restated Master Confirmation, dated as of December 15, 2014, by and between Goldman Sachs Bank USA and Strafford Funding LLC

DATE:

TO:

FROM:

SUBJECT:

REF. NO.:

September 11, 2014 and amended and restated as of December 15, 2014

Strafford Funding LLC (“Counterparty”)

Goldman Sachs Bank USA (“GS”)

Repurchase Facility

SDB4064875388

(A)

Terms Related to the Facility

1.

Basic Terms

Gladwyne Funding LLC Floating Rate Notes due November 15, 2025

CUSIP No. 376769 AA3

For the avoidance of doubt, the Purchased Security for each Transaction under this Master Confirmation shall be the Eligible Security identified above.

GS

Unless otherwise expressly stated herein, all determinations by the Calculation Agent hereunder shall be made in its sole and absolute discretion exercised in good faith and in a manner generally consistent with its then-current practices.

2.

Conditions Precedent to Effectiveness of the Facility

It shall be a condition to the effectiveness of this Confirmation, and to the entry of the first Transaction hereunder, that the following conditions shall have been satisfied (or waived by GS), in form and substance satisfactory to GS in its sole and absolute discretion:

(a)

GS shall have received the documents and certificates referred to in paragraph 6 to Annex I to the Master Repurchase Agreement, all in form and substance satisfactory to GS and its counsel in its sole discretion;

(b)

GS shall have received the Master Repurchase Agreement and this Confirmation duly executed by Counterparty, and shall have received executed copies of the Security Indenture (including the schedules and exhibits thereto) and all documents, certificates and opinions delivered pursuant thereto, all in form and substance satisfactory to GS in its sole discretion; and

(c)

no default or event of default with respect to Counterparty has occurred under the Master Repurchase Agreement and is then continuing.

3.

Additions of Transactions; Post-Ramp-up Period Transaction Combination

Subject to the satisfaction of the conditions precedent set forth herein, on any Business Day during the period from and including the Facility Commencement Date to but excluding the Second Ramp-Up Period End Date, Counterparty may, by delivery to GS of an Addition Notice with a Notice Date not less than five Business Days prior to the proposed Purchase Date for such Transaction, elect to enter into a Transaction (an “Addition”) with GS with respect to the Eligible Security (and GS agrees to enter into such Transaction on the terms and conditions specified herein), provided in each case that:

(a)

after giving effect to such Transaction, the sum of the Initial Purchase Prices of all Transactions for which a Purchase Date shall have occurred shall not exceed the Maximum Aggregate Facility Size;

(b)

the terms of such Transaction are in compliance with the terms and conditions set forth in this Confirmation and the Master Repurchase Agreement;and

(c)

the Conditions to Effectiveness with respect to such Transaction are satisfied.

In connection with each Transaction, GS shall notify Counterparty of the Purchase Date (which shall be a Business Day) and the related Purchase Price.

On the Business Day immediately following each of the First Ramp-Up Period End Date and the Second Ramp-up Period End Date, all Transactions outstanding hereunder on such date shall (automatically and without action by any Person) be deemed combined into a single Transaction hereunder having (for the avoidance of doubt):

(a)

a Purchased Security Notional Amount equal to the sum of the Purchased Security Notional Amounts of each individual Transaction hereunder immediately prior to such combination; and

(b)

a Purchase Price (and an Initial Purchase Price) equal to the sum of the Purchase Prices (or Initial Purchase Prices) of each individual Transaction hereunder immediately prior to such combination.

GS shall prepare and deliver to Counterparty a revised Annex A (or another form setting forth information corresponding to that set forth on Annex A), reflecting the terms of the Transaction after giving effect to such combination, reasonably promptly following the occurrence thereof.

(B)

Terms Relating to Each Transaction

1.

General Terms

The following terms in relation to each Transaction will be specified in Annex A (by the Calculation Agent):

•

Transaction Number (to be assigned by the Calculation Agent)

•

Security Issuer (which shall be Gladwyne Funding LLC)

•

Purchased Security (which shall be the Eligible Security)

•

Purchase Date (which shall be the Business Day on which the Conditions to Effectiveness for such Transaction are satisfied)

•

Initial Purchase Price

•

Purchased Security Notional Amount

For each Transaction, an amount equal to the product of:

(a)

the Purchased Security Notional Amount for such Transaction; and

(b)

one minus the Haircut Percentage.

Repurchase Date

In relation to the Purchased Security in each Transaction, the earliest to occur of:

(a)

the Scheduled Repurchase Date for such Purchased Security;

(b)

the date on which the non-defaulting party exercises its option to declare an Event of Default pursuant to Section 11 of the Master Repurchase Agreement;

(c)

the date (if any) on or following the occurrence of a Credit Event with respect to such Purchased Security specified in writing by GS to Counterparty;

(d)

the date (if any) on or following the occurrence of a Regulatory Change specified in writing by GS to Counterparty;

(e)

the Assignment-Related Repurchase Date (if any) specified in writing by Counterparty to GS; and

(f)

the date (if any) specified in writing by Counterparty to GS, provided that a Dispute-Related Repurchase Right has occurred and is continuing on the date of such notice from Counterparty (the occurrence of the Repurchase Date under this clause (f), a “Dispute-Related Repurchase Date Acceleration”).

Any enactment or establishment of or supplement or amendment to, or change in any law, regulation, rule, policy or guideline (including any accord or standard of the Basel Committee on Banking Supervision, the Federal Reserve Board or any state banking regulatory) or in the application or official interpretation of any such law, regulation, rule, policy or guideline that, in each case, becomes effective on or after the Facility Commencement Date and is binding on or otherwise has an effect on GS and, as a result of which, in the reasonable determination of GS, for reasons outside GS’s control, GS will (either by voluntary submission or by applicable law) no longer be permitted to enter into or maintain any Transaction hereunder or be subject to materially less favorable regulatory capital treatment with respect to the Transactions by comparison to the regulatory capital treatment applicable as a result of the entry into this Facility on the Facility Commencement Date.

Before declaring a Repurchase Date due to the occurrence of a Regulatory Change, GS agrees to take commercially reasonable measures to eliminate or mitigate the impact of such Regulatory Change (which, for the avoidance of doubt, includes but is not limited to GS using commercially reasonable efforts to restructure the Transactions under this Confirmation with Counterparty to make them compliant (in the case of any such changes that would restrict entry into or maintenance of Transactions) or more efficient from a regulatory perspective (in the case of any such changes that would result in less favorable regulatory capital treatment), provided that Counterparty is under no obligation to agree to any such restructuring or any other changes to the terms of this Confirmation or the Master Repurchase Agreement.

With respect to the Purchased Security (in its entirety) as of any date, an amount equal to lesser of (a) the Look-Through Market Value of the Purchased Security at such date and (b) the Maximum Purchased Security Notional Amount.

If on any date the sum of the Purchased Security Notional Amounts for all Transactions hereunder at such time is for any reason less than the full par amount of the Purchased Security that has been issued under the Security Indenture (determined without regard to paydowns on the Purchased Security), then the Calculation Agent will pro-rate the Look-Through Market Value to reflect the portion of the Purchased Security that is then the subject of Transactions hereunder.

With respect to the Eligible Security (in its entirety) as of any date, the sum of:

(a)

the aggregate Asset Market Related Amounts in respect of all Underlying Assets and Unsettled Purchase Assets in the Underlying Portfolio on such date; plus

(b)

the Cash Value as at such date.

As of any date:

(a)

in respect of an Underlying Asset in the Underlying Portfolio as of such date or an Unsettled Purchase Asset as of such date (but excluding all Unsettled Sale Assets and all Zero Value Assets), the product of:

(1)

the Asset Amortized Amount therefor as of such date; and

(2)

the Asset Current Price (expressed as a percentage) therefor as of such date;

(b)

in respect of an Unsettled Sale Asset in the Underlying Portfolio as of such date that is not a Zero Value Asset, the Settlement Value of such Unsettled Sale Asset as of such date; and

(c)

in respect of a Zero Value Asset in the Underlying Portfolio as of such date, zero.

As of any date, an amount, determined by the Calculation Agent, equal to:

(a)

 the aggregate amount of cash standing to the credit of the Security Issuer Account (excluding any accrued and unpaid interest); minus

(b)

the aggregate Settlement Value for all Unsettled Purchase Assets as at such date (if any).

An Underlying Asset at any time:

(a)

in respect of which there has occurred a Zero Value Event;

(b)

that did not satisfy the Reinvestment Criteria at the time the Security Issuer Committed to acquire such Underlying Asset (unless such Underlying Asset, after such date, subsequently satisfies the Reinvestment Criteria);

(c)

that has been the subject of a Restructuring or a Material Modification if, in either case:

(1)

immediately following such Restructuring or Material Modification, such Underlying Asset fails to satisfy the Reinvestment Criteria (unless such Underlying Asset, after such date, subsequently satisfies the Reinvestment Criteria); or

(2)

the GS Consent Condition is not satisfied with respect to such Restructuring or Material Modification.

With respect to an Underlying Asset:

(a)

if such Underlying Asset is a Non-Private Underlying Asset, a “Restructuring” (as defined in Section 4.7 of the Credit Definitions) has occurred in respect of the Underlying Asset; and

(b)

if such Underlying Asset is a Private Underlying Asset, a “Restructuring” (as defined in Section 4.7 of the Credit Definitions) has occurred in respect of the Underlying Asset (except that, for such purposes, Section 4.7(a)(iv) of the Credit Definitions shall be amended to include the following at the end thereof “; or a release of liens or other credit support for the Obligation; or any other change that materially reduces the level of subordination enhancing the Obligation”).

For purposes of this Confirmation, “Multiple Holder Obligation” will not be applicable in determining whether any such Restructuring occurs.

As of any date:

(a)

in respect of any Unsettled Purchase Asset, the aggregate consideration to be paid by the Security Issuer to acquire such Unsettled Purchase Asset; and

(b)

in respect of any Unsettled Sale Asset, the contractual sale price for such Unsettled Sale Asset (expressed in USD) to be received by the Security Issuer from the purchaser of such Underlying Asset; provided that:

(1)

if the sale of such Unsettled Sale Asset remains unsettled for more than 30 calendar days, then:

(x)

from time to time upon request from GS Counterparty shall provide to GS all information known to Counterparty concerning the facts and circumstances causing such delay in settlement and cooperate with GS in discussing with the Security Issuer and the Collateral Manager strategies for accelerating settlement of such sale; and

(y)

if the purchaser of such Unsettled Sale Asset is an affiliate of Counterparty and such delay in settlement is not solely a result of operational or logistical issues, Counterparty and GS shall work together in good faith to determine the Settlement Value for such Unsettled Purchase Asset; and

(2)

if the sale of such Unsettled Sale Asset continues to remain unsettled for more than 90 calendar days, then the Settlement Value for such Unsettled Sale Asset will be determined by the Calculation Agent.

Defaulted Asset Sale Failure

Security Event of Default

As used herein:

“Defaulted Asset Sale Failure” shall mean the Security Issuer’s failure to Commit to sell any Defaulted Obligation (as defined in the Security Indenture) within 30 days of such Underlying Asset becoming a Defaulted Obligation, provided that the failure to Commit to sell any Defaulted Obligation within 30 days of such Underlying Asset becoming a Defaulted Obligation shall not result in a Defaulted Asset Sale Failure for so long as the Security Issuer continues to use commercially reasonable efforts to continue to sell such Defaulted Obligation after such 30 day period.

“Security Event of Default” shall mean, with respect to any Purchased Security, an event of default (however designated) in the Security Indenture.

“Security Indenture” shall mean the indenture or other underlying instruments governing the Purchased Security.

In respect of any Underlying Asset, the occurrence of any one or more of the following:

Bankruptcy

Failure to Pay

As used herein:

“Bankruptcy” with respect to an Underlying Asset shall mean a “Bankruptcy” (as defined in the 2003 ISDA Credit Derivatives Definitions as published by the International Swap and Derivatives Association, Inc. (the “Credit Definitions”)) with respect to the related obligor.

“Failure to Pay” with respect to an Underlying Asset shall mean, after the expiration of any applicable grace period (however defined under the terms of the Underlying Asset), the occurrence of a non-payment of a payment of interest Scheduled to be Due or principal on the Underlying Asset when due, in accordance with the terms of the Underlying Asset at the time of such failure.

“Scheduled to be Due” shall mean, in the case of an interest payment, that such interest payment would accrue during the related calculation period for the Underlying Asset.

2.

Conditions to Effectiveness

The effectiveness of each Transaction shall be subject to the satisfaction of each of the conditions precedent for such Transaction specified in the Master Repurchase Agreement and the satisfaction of each of the following additional conditions:

(a)

a valid Addition Notice has been timely delivered to GS;

(b)

in the case of the first Transaction hereunder:

(1)

the “Closing Date” under and as defined in the Security Indenture shall have occurred, and the Seller shall have acquired a portion of the Eligible Security in an amount equal to the Purchased Security Notional Amount for such Transaction; and

(2)

Counterparty shall have initiated the transfer to GS of a par amount of the Eligible Securities equal to the Purchased Security Notional Amount for such Transaction pursuant to Paragraph 3(a) of the Master Repurchase Agreement for scheduled settlement substantially in accordance with the then-current market practice in the principal market for such Security;

(c)

in the case of each subsequent Transaction hereunder, the related “Increase” under the Security Indenture shall have occurred, and Counterparty shall have initiated the transfer to GS of a par amount of the Eligible Securities equal to the Purchased Security Notional Amount for such Transaction pursuant to Paragraph 3(a) of the Master Repurchase Agreement for scheduled settlement substantially in accordance with the then-current market practice in the principal market for such Security;

(d)

no default or event of default with respect to Counterparty has occurred under the Master Repurchase Agreement and is then continuing; and

(e)

no Margin Deficit exists under the Master Repurchase Agreement.

GS shall prepare and deliver to Counterparty a revised Annex A (or another form setting forth information corresponding to that set forth on Annex A), reflecting the terms of such Transaction, reasonably promptly following the satisfaction of the Conditions to Effectiveness for such Transaction.

3.

Financing Fees

In lieu of accrual and payment of Pricing Differential in respect of the Transactions, on the first Financing Fee Payment Date, Counterparty shall pay to GS an amount in USD (the first “Financing Fee Payment”) equal to the sum of:

(a)

for each Transaction entered into on or prior to the First Ramp-Up Period End Date:

(1)

the Initial Purchase Price for each Transaction; multiplied by

(2)

the sum of (x) the Floating Rate as of the Financing Fee Reset Date for the initial Financing Fee Period for such Transaction plus (y) the Spread; multiplied by

(3)

the Financing Fee Day Count Fraction for the initial Financing Fee Period for such Transaction; and

(b)

for all Transactions (collectively) outstanding during the Financing Fee Period commencing on Dec. 15, 2014:

(1)

the Average Fee Basis Amount; multiplied by

(2)

the sum of (x) the Floating Rate as of the Financing Fee Reset Date for the Financing Fee Period commencing on December 15, 2014 plus (y) the Spread; multiplied by

(3)

the Financing Fee Day Count Fraction for the Financing Fee Period commencing on December 15, 2014.

(a)

The sum, for each day in the Financing Fee Period commencing on December 15, 2014, of the greater of:

(1)

the First Floor Amount; and

(2)

the aggregate Purchase Prices for all Transactions on such day; divided by

(b)

the number of days in such Financing Fee Period.

In lieu of accrual and payment of Pricing Differential in respect of all of the Transactions collectively (and without duplication of any Financing Fees theretofore paid as part of the Repurchase Price of any Purchased Securities), on each Financing Fee Payment Date (other than the initial Financing Fee Payment Date), Counterparty shall pay to GS an amount in USD (the subsequent “Financing Fee Payments”) equal to:

(a)

the Maximum Aggregate Facility Size; multiplied by

(b)

the sum of (1) the Floating Rate as of the Financing Fee Reset Date for such Financing Fee Period plus (2) the Average Applicable Margin for such Financing Fee Period; multiplied by

(c)

the Financing Fee Day Count Fraction.

(a)

Each three-month anniversary of the Facility Commencement Date to, but excluding, the Repurchase Date; and

(b)

the Repurchase Date.

(a)

For each Transaction having a Purchase Date prior to the Second Ramp-Up Period End Date, initially, the period from, and including, the Purchase Date for such Transaction to, but excluding, the Financing Fee Period End Date following such Purchase Date; and

(b)

for each Transaction (including those having an initial Financing Fee Period under clause (a) above), each period from, and including, the prior Financing Fee Period End Date to, but excluding, the current Financing Fee Period End Date.

Floating Rate

For any Financing Fee Period, three-month USD LIBOR, except that linear interpolation will apply for Financing Fee Periods commencing prior to the Second Ramp-Up Period End Date.

“USD LIBOR” for any Financing Fee Period shall be the rate for deposits in U.S. Dollars which appears on the Reuters Screen LIBOR01 (or a successor page) at 11:00 a.m. London time on the date that is two London Business Days prior to the first day of such Financing Fee Period (or, if such rate does not appear thereon, the arithmetic mean of the offered quotations of four major banks in London designated by the Buyer to prime banks in the London interbank market for U.S. Dollar deposits in Europe) having a maturity of three months.

London Business Day

New York Business Day

For any day, the higher of:

(a)

the product of:

(1)

the Spread; and

(2)

the ratio on such day of:

(x)

the Aggregate Purchased Security Notional Amount minus the Adjusted Aggregate Reduction Amount as of such day; to

(y)

the Aggregate Purchased Security Notional Amount as of such day; and

(b)

1.24%.

For any day, the lesser of:

(a)

the Aggregate Reduction Amount in effect on such day; and

(b)

the Cash Value as of such day.

If after the Second Ramp-Up Period End Date the Collateral Manager proposes a Proposed Underlying Asset for which at least two Pricing Sources are available and GS notifies Counterparty (including by telephone or email) that:

(x)

GS has determined (in its sole and absolute discretion) that such Proposed Underlying Asset is a Non-Private Underlying Asset; and

(y)

the GS Consent Condition is not satisfied with respect to such Proposed Underlying Asset,

such event will constitute a “Rejection Event” and the Proposed Underlying Asset will constitute a “Rejected Underlying Asset” unless the GS Consent Condition is subsequently satisfied with respect to such Proposed Underlying Asset within three Business Days after GS receives a Reduction Notice for the related Reduction Event as described below.

If the GS Consent Condition is not satisfied with respect to any Restructuring or any Material Modification of an Underlying Asset, such event will constitute a “Rejection Event” and the Underlying Asset will also constitute a “Rejected Underlying Asset” unless the GS Consent Condition is subsequently satisfied with respect to such Restructuring or Material Modification within three Business Days after GS receives a Reduction Notice for the related Reduction Event as described below.

Each time three unique and consecutive Rejection Events occur (each with respect to Underlying Assets or Proposed Underlying Assets issued by obligors unaffiliated with one another), such occurrence will constitute a “Reduction Event”, whereupon Counterparty may, by written notice to GS (each such notice, a “Reduction Notice”), declare a “Reduction Amount” (with effect from the date of such Reduction Notice, each such date a “Reduction Date”) with respect to such Reduction Event equal to the average of the Reduction Calculation Amounts of the Rejected Underlying Assets relating to such Reduction Event (determined, for the avoidance of doubt, taking into account the portion of such Rejected Underlying Asset that is or would have been acquired by the Security Issuer), provided that the Reduction Amount related to such Reduction Event shall be deemed reduced to zero (with effect from the date of the related Reduction Notice) if, within three Business Days following the related Reduction Date, the GS Consent Condition is subsequently satisfied with respect to one or more of the Rejected Underlying Assets related to such Reduction Event.

For the avoidance of doubt, multiple Reduction Events may occur during the term of this Agreement entitling Counterparty to declare Reduction Amounts with respect to each such Reduction Event (the sum of all Reduction Amounts at any time, the “Aggregate Reduction Amount” at such time).

If (at any time after any Reduction Event) the Collateral Manager proposes a Proposed Underlying Asset and GS notifies Counterparty (including by telephone or email) that the GS Consent Condition is satisfied with respect to such Proposed Underlying Asset (each such date, an “Acceptance Date”), or the GS Consent Condition is satisfied with respect to a related Restructuring or Material Modification, the Aggregate Reduction Amount will be reduced (but not below zero) (with effect from such Acceptance Date) by an amount equal to the Reduction Calculation Amount of such Proposed Underlying Asset or Underlying Asset (determined, for the avoidance of doubt, taking into account the portion of such Proposed Underlying Asset or Underlying Asset, as the case may be, that is or would have been acquired by the Security Issuer).

For any Rejection Event relating to a Proposed Underlying Asset that is a Rejected Underlying Asset, the proposed purchase price of such Rejected Underlying Asset.

For any Rejection Event relating to a Restructuring or Material Modifications, the then-prevailing market value of the related Rejected Underlying Asset.

4.

Make-Whole Payment

5.

Application of Principal Payments.

On each date on which GS receives a payment (other than a payment of interest) on the Purchased Security in cash and in immediately available funds (each, a “Cash Principal Payment”), GS shall reduce the Repurchase Price for such Purchased Security by an amount equal to the related Repurchase Price Reduction Amount.

On or reasonably promptly following the second Business Day after GS’s receipt of a Cash Principal Payment GS shall use commercially reasonable efforts to remit to Counterparty an amount equal to the related Counterparty Application Amount.

With respect to any Cash Principal Payment, an amount equal to the product of:

(a)

such Cash Principal Payment; and

(b)

one minus the Haircut Percentage.

With respect to any Cash Principal Payment, an amount equal to the product of:

(a)

such Cash Principal Payment; minus

(b)

the Repurchase Price Reduction Amount for such Cash Principal Payment.

6.

Dispute Resolution, Etc.

If Counterparty in good faith disputes the Asset Market Related Amounts of one or more Underlying Assets as determined by the Calculation Agent as of any Business Day and, accordingly, Counterparty wishes to dispute the calculation of a Margin Deficit or an Excess Cure Collateral Refund Amount (each, a “Dispute”), then for so long as such Dispute is continuing (and provided that no Event of Default, Monetary Default or Other Material Default with respect to Counterparty occurs or is then continuing), upon the request of Counterparty, GS and Counterparty will work together in good faith to resolve such Dispute, it being understood that Counterparty shall at all times during the pendency of each Dispute be required to comply with its obligations under Paragraph 4 of the Master Repurchase Agreement based upon the determinations of the Asset Market Related Amounts of the Underlying Assets as determined by the Calculation Agent.

GS agrees that, if any Dispute continues unresolved for more than five Business Days, a “Dispute-Related Repurchase Right” shall be deemed to exist until the earlier to occur (if any) of (a) the resolution of such Dispute by the parties and (b) the occurrence of an Event of Default, a Monetary Default or an Other Material Default with respect to Counterparty.

The provisions set forth in this Dispute Resolution section supersede all inconsistent provisions in the Master Repurchase Agreement.

7.

Additional Provisions

Counterparty shall indemnify GS and each Related Party (as defined below) (each such person being referred to herein as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees and reasonable out-of-pocket expenses of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Master Repurchase Agreement, this Confirmation or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transaction or any other transactions contemplated hereby or thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the bad faith, gross negligence or willful misconduct of any Indemnitee or a breach of the Master Repurchase Agreement or this Confirmation by GS.

Notwithstanding the foregoing, in no event shall Counterparty be liable for any indirect, consequential, incidental, exemplary or punitive damages, opportunity cost or lost profits (other than as set forth in Paragraph 11 of the Master Repurchase Agreement).

The obligations of Counterparty in this Indemnity section shall survive termination of the Transaction and any termination of the Master Repurchase Agreement.

As used herein “Related Party” means GS’s affiliates and the respective directors, officers, employees, agents and advisors of GS and GS’s affiliates.

Taxes

If GS has the right to exercise any Specified Voting Right in relation to any consent, vote, direction proposal or resolution arising at any time while this Transaction is outstanding, then:

(a)

GS shall notify Counterparty thereof in writing after its receipt of notice thereof or GS otherwise becomes aware thereof;

(b)

GS shall not exercise such Specified Voting Right unless and until directed to do so by Counterparty; and

(c)

GS shall either (x) follow Counterparty’s written instructions as to the manner and timing of exercising such Specified Voting Right or (y) procure that Counterparty may exercise such Specified Voting Right directly,

provided that, without prejudice to clause (b), GS shall have no obligation to take any action in relation to any direction from Counterparty with respect to the exercise of any Specified Voting Right if doing so could expose GS to liability, could violate any rule or regulation applicable to GS or any interpretation thereof (whether or not having the force of law), could cause reputational damage to GS or otherwise cause GS to otherwise incur any expenses not paid by Counterparty in a manner satisfactory to GS.

Notwithstanding the foregoing, GS may exercise at any time and from time to time all other rights given to it as a holder of the Purchased Security as if this Transaction were not outstanding (including, without limitation, all rights to exercise remedies upon the occurrence of an event of default or an acceleration event, all rights to give or refrain from giving consents to amendments, modifications, supplements and waivers to the Security Indenture and the other documents executed and delivered thereunder or in connection therewith, all rights to consent or refrain from giving consent to changes to the assets purchased or sold by the Security Issuer, and all rights to otherwise give directions or refrain from giving directions under the Purchased Security), in each case other than the Specified Voting Rights.

GS agrees to reimburse Counterparty for payment of out-of-pocket costs incurred by Counterparty in connection with Additions hereunder through the Second Ramp-up Period End Date, promptly following presentation of an invoice therefor, in an amount up to the lesser of:

(a)

the product of (1) USD 10,000; and (2) the number of Additions that occurred from the Facility Commencement Date through the Second Ramp-up Period End Date; and

(b)

USD 50,000.

8.

Payment Details, Etc.

Goldman Sachs Bank USA

Facsimile:         ###-###-####

Email:               ***@***

Goldman Sachs Bank USA

Facsimile:         ###-###-####

Email:               ***@***

With a copy to:

Attention:         Managing Director of PFI Desk

Address:          200 West Street, 6^th Floor

New York, NY 10282

Attention:         PFI Middle Office

Address:          200 West Street, 16^th Floor

New York, NY 10282

All correspondence shall include the GS Reference Number:

SDB4064875388