Common use of Binding Effect; Miscellaneous Clause in Contracts

Binding Effect; Miscellaneous. a. This Security Agreement shall be binding upon and inure to the benefit of and be enforceable by the undersigned and their respective successors and assigns. b. The headings to the various paragraphs of this Security Agreement shall have been inserted for convenient reference only and shall not modify, define, limit or expand the expressed provisions of this Security Agreement. This Security Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute but one and the same instrument. c. No delay or omission on the part of Administrative Agent or the Secured Parties in exercising any right hereunder shall operate as a waiver of any such right or any other right. A waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy on any future occasion. d. Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principals that might otherwise apply, and the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Security Agreement. e. Any suit, action or proceeding against Borrower or Managing Member with respect to this Security Agreement or any judgment entered by any court in respect thereof, may be brought in the courts of the State of New York, or in the United States Courts located in the Borough of Manhattan in New York City, pursuant to Section 5-1402 of the New York General Obligations Law, as the Administrative Agent on behalf of the Secured Parties in its sole discretion may elect and Borrower and Managing Member each hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Borrower and Managing Member each hereby irrevocably consents to the service of process in any suit, action or proceeding in said court by the mailing thereof by the Administrative Agent on behalf of the Secured Party by registered or certified mail, postage prepaid, to Borrower's address set forth in Section 4 hereof. Borrower and Managing Member each hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement brought in the courts located in the State of New York, Borough of Manhattan in New York City, and each hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. BORROWER AND MANAGING MEMBER EACH HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS SECURITY AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY. f. The remedies given to Administrative Agent on behalf of the Secured Parties hereunder are cumulative and in addition to any and all other rights which Administrative Agent on behalf of a Secured Party or the Secured Parties may have against Borrower or Managing Member or any other person or firm, at law or in equity, including exoneration and subrogation, or by virtue of any other agreement. g. This Security Agreement and the provisions set forth herein shall continue until the full, final and complete satisfaction of the Obligations, and Administrative Agent's and Secured Parties' rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by: (i) the renewal, extension, modification, amendment or alteration of the Credit Agreement or any other Loan Document or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (iii) any full or partial release of any of the foregoing; or (iv) notice of any of the foregoing. h. Neither Administrative Agent nor Secured Parties has assumed, and nothing contained herein shall be declared to have imposed upon Administrative Agent or the Secured Parties, any of Borrower's duties or obligations or Managing Member's duties or obligations as a member of Borrower, except that Administrative Agent and the Secured Parties shall be bound by the provisions of the Operating Agreement in exercising rights or remedies thereunder assigned to Administrative Agent hereunder. i. Notwithstanding anything to the contrary herein, the obligations of Managing Member hereunder are subject to the nonrecourse provisions of Section 14.19 of the Credit Agreement.

Binding Effect; Miscellaneous. a. (a) This Security Agreement shall be binding upon and inure to the benefit of and be enforceable by the undersigned and their respective successors and assigns. b. (b) The headings to the various paragraphs of this Security Agreement shall have been inserted for convenient reference only and shall not modify, define, limit or expand the expressed provisions of this Security Agreement. This Security Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute but one and the same instrument. c. (c) No delay or omission on the part of Administrative Agent or the any other Secured Parties Party in exercising any right hereunder shall operate as a waiver of any such right or any other right. A waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy on any future occasion. d. (d) Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principals principles that might otherwise apply, and the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Security Agreement. e. (e) Any suit, action or proceeding against Borrower or Managing Member any party hereto with respect to this Security Agreement or any judgment entered by any court in respect thereof, may be brought in the courts of the State of New York, or in the United States Courts located in the Borough of Manhattan in New York City, pursuant to Section 5-1402 of the New York General Obligations Law, as the Administrative Agent on behalf of the Secured Parties such party hereto in its sole discretion may elect elect, and Borrower and Managing Member each party hereto hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Borrower and Managing Member each Each party hereto hereby irrevocably consents to the service of process in any suit, action or proceeding the manner provided for notices in said court by the mailing thereof by the Administrative Agent on behalf Section 13.07 of the Secured Party Credit Agreement. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by registered or certified mail, postage prepaid, to Borrower's address set forth in Section 4 hereofapplicable law. Borrower and Managing Member each Each party hereto hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement brought in the courts located in the State of New York, Borough of Manhattan in New York City, and each party hereto hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. BORROWER AND MANAGING MEMBER EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS SECURITY AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.. Exhibit G-6 f. The remedies given to Administrative Agent on behalf of the Secured Parties hereunder are cumulative and in addition to any and all other rights which Administrative Agent on behalf of a Secured Party or the Secured Parties may have against Borrower or Managing Member or any other person or firm, at law or in equity, including exoneration and subrogation, or by virtue of any other agreement. g. (f) This Security Agreement and the provisions set forth herein shall continue until the full, final final, and complete satisfaction of the Obligations, and Administrative Agent's ’s and the other Secured Parties' ’ rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by: (i) the renewal, extension, modification, amendment or alteration of the Credit Agreement or any other Loan Document or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent or the other Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (iii) any full or partial release of any of the foregoing; or (iv) notice of any of the foregoing. h. (g) Neither Administrative Agent nor any other Secured Parties Party has assumed, and nothing contained herein shall be declared to have imposed upon Administrative Agent or the any other Secured PartiesParty, any of Borrower's duties or obligations or Managing Member's the Fund’s duties or obligations as a member an Investor of Borrowereach Fund, except that Administrative Agent and the other Secured Parties shall be bound by the provisions of the Operating Agreement Fund Documents in exercising rights or remedies thereunder assigned to Administrative Agent hereunder. i. (h) Notwithstanding anything to the contrary herein, the obligations of Managing Member the Fund hereunder are subject to the recourse and nonrecourse provisions of Section 14.19 13.16 of the Credit Agreement. (i) On the full, final, and complete satisfaction of the Obligations (other than contingent indemnification obligations and unasserted expense reimbursement obligations), this Security Agreement shall be of no further force or effect. Thereafter, upon request, Administrative Agent, on behalf of Secured Parties, shall provide the Fund, at its sole expense, a written release of their respective obligations hereunder and of the Collateral in form reasonably acceptable to the Fund. Executed on the date first above written. [FRANKLIN BSP CAPITAL CORPORATION, a Delaware corporation By: Name: Title:] MXXXXX SXXXXXX ASSET FUNDING, INC., as Administrative Agent By: Name: Title: [DATE] For value received, [FRANKLIN BSP CAPITAL CORPORATION, a Delaware corporation] (“Assignor”) hereby (i) collaterally assigns, grants, charges and pledges to MXXXXX SXXXXXX ASSET FUNDING, INC., as administrative agent for the benefit of the Secured Parties (as defined below) (“Assignee”) under that certain Revolving Credit Agreement, dated as of April 22, 2021 (as amended, modified, supplemented, or restated from time to time, the “Credit Agreement”; capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement), by and among, inter alios, Franklin BSP Capital Corporation, a Delaware corporation, the other Fund Borrowers party thereto, the Qualified Borrowers party thereto, Mxxxxx Sxxxxxx Asset Funding, Inc., as Administrative Agent (in such capacity, “Administrative Agent”) for the lenders party thereto (together with such other lending institutions which become party to the Credit Agreement, or have been, or may hereafter be, assigned an interest as lender in accordance with the Credit Agreement, the “Lenders”; the Administrative Agent and Lenders being collectively, the “Secured Parties”), and the Lenders, and (ii) grants to Assignee, a lien, claim, encumbrance upon and security interest in each of the accounts listed on Schedule I attached hereto at [ ] (the “Depository”), and any extensions or renewals thereof, if any account is one which may be extended or renewed, and any successor or substitute accounts (such account or accounts and any extensions or renewals being hereinafter collectively called the “Account”), together with all of Assignor’s right, title, and interest (whether now existing or hereafter created or arising) in and to the Account, all sums now or at any time hereafter on deposit therein, credited thereto, or payable thereon, all proceeds and products thereof, and all instruments, documents, certificates, and other writings evidencing the Account, on the following terms and conditions: 1. This collateral assignment (this “Assignment”) of the Account shall secure the payment and the performance of the Obligations. 2. Assignor represents and warrants that: (a) subject to Administrative Agent’s rights in the Account, Assignor is the sole owner of the Account and has authority to execute and deliver this Assignment; (b) except for any financing statement which may have been filed by Assignee, no financing statement covering the Account, or any part thereof, has been filed with any filing office; (c) no other assignment has been executed with respect to the Account, other than in favor of Assignee; and (d) the Account is not subject to any liens or offsets of any Person other than Assignee, Lenders and the Depository or other Permitted Liens. 3. So long as the Obligations or any part thereof remain unpaid (other than contingent indemnification obligations, which by their terms survive termination of the Credit Agreement, for which no claim has been made), Assignor covenants and agrees: (a) (i) from time to time promptly to execute and deliver to Assignee all such other assignments, certificates, passbooks and supplemental writings, and do all other acts or things as Assignee may reasonably request that the Assignee in good fxxxx xxxxx necessary in order to more fully evidence the security interest herein created; and (ii) Assignee may file such financing statements, amendments thereto and continuations thereof as Assignee may reasonably deem necessary in order to more fully evidence and perfect the security interest herein created; and (b) to pay to Assignee the amount of any reasonable and invoiced court costs and attorney’s fees assessed by a court and incurred by Assignee following any Event of Default or Cash Control Event hereunder in accordance with Section 13.06(a) of the Credit Agreement. 4. Assignor covenants and agrees that without the prior consent of Assignee Assignor will not: (a) create any other Lien in or upon, or otherwise encumber, or assign the Account, or any part thereof, or permit the same to be or become subject to any Lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character, except the Lien herein created and any offset rights inuring to the benefit of Depository and except as otherwise permitted in the Credit Agreement; or (b) request, make or allow to be made any withdrawals from the Account except as provided hereunder or to the extent not prohibited by the Credit Agreement. To the extent such funds are Collateral and were instructed or intended to be deposited into the Account, either directly or through the AML Account, should any funds due and payable with respect to the Account be received by Assignor, they shall immediately upon such receipt become subject to the lien hereof and while in the hands of Assignor be segregated from all other funds of Assignor and be held in trust for Lenders. Assignor shall have absolutely no dominion or control over such funds except to promptly deposit them into the Account, either directly or through the AML Account. 5. Assignee’s or Lenders’ rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by: (a) any adjustment, indulgence, forbearance or compromise that might be granted or given by Assignee or Lenders to any primary or secondary obligor or in connection with any security for the Obligations; (b) any full or partial release of any of the foregoing; (c) any other action taken or omitted to be taken by Assignee or Lenders in connection with the Obligations, whether or not such action or omission prejudices Assignor or increases the likelihood that the Account will be applied to the Obligations except to the extent such action taken or omitted constitutes gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment; or (d) notice of any of the foregoing. 6. Assignee, in its reasonable discretion, without in any manner impairing any rights and powers of Lenders hereunder, may, at any time and from time to time, without further consent of or notice to Assignor, and with or without valuable consideration: (a) renew or extend the maturity of or accept partial payments upon the Obligations or any part thereof; (b) release any person primarily or secondarily liable in respect of the Obligations or any security therefor; (c) renew, extend or accept partial payments upon, release or permit substitutions for or withdrawals of, any security (other than the Account) at any time directly or indirectly, immediately or remotely, securing the payment of the Obligations or any part thereof; and; (d) release or pay to Assignor, or any other person otherwise entitled thereto, any amount paid or payable in respect of any such other direct or indirect security for the Obligations, or any part thereof. 7. Subject to the terms of the Credit Agreement, should any person have heretofore executed or hereafter execute, in favor of Lenders, any deed of trust, mortgage, or security agreement, or have heretofore pledged or hereafter pledge any other property to secure the payment of the Obligations, or any part thereof, the exercise by Lenders of any right or power conferred upon any of them in any such instrument, or by any such pledge, shall be wholly discretionary with each Lender, and the exercise or failure to exercise any such right or power shall not impair or diminish Lenders’ rights, titles, interest, liens, and powers existing hereunder.

Binding Effect; Miscellaneous. a. (a) This Security Agreement (i) shall be binding upon the undersigned and inure its permitted successors and assigns, and (ii) inures to the benefit of and be enforceable by the undersigned Administrative Agent, for the benefit of the Secured Parties, and their each such Person’s respective successors and assigns. b. (b) The headings to the various paragraphs of this Security Agreement shall have been inserted for convenient reference only and shall not modify, define, limit or expand the expressed provisions of this Security Agreement. This Security Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute but one and the same instrument. c. (c) No delay or omission on the part of Administrative Agent or the Secured Parties in exercising any right hereunder shall operate as a waiver of any such right or any other right. A waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy on any future occasion. d. (d) Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principals principles that might otherwise apply, and the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Security Agreement. e. (e) Any suit, action or proceeding against Borrower Fund or Managing Member General Partner with respect to this Security Agreement or any judgment entered by any court in respect thereof, may be brought in the courts of the State of New York, or in the United States Courts located in the Borough of Manhattan in New York City, pursuant to Section 5-1402 of the New York General Obligations Law, as the Administrative Agent on behalf of the Secured Parties in its sole discretion may elect elect, and Borrower Fund and Managing Member General Partner each hereby submits submit to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Borrower Fund and Managing Member General Partner each hereby irrevocably consents consent to the service of process in any suit, action or proceeding in said court by the mailing thereof by the Administrative Agent on behalf of the Secured Party by registered or certified mail, postage prepaid, to Borrower's Fund’s address set forth in Section 4 hereofon Schedule 13.07 of the Credit Agreement. Borrower Fund and Managing Member General Partner each hereby irrevocably waives waive any objections which it they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement brought in the courts located in the State of New York, Borough of Manhattan in New York City, and each hereby further irrevocably waives waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. BORROWER EACH OF FUND AND MANAGING MEMBER EACH HEREBY WAIVES GENERAL PARTNER XXXXXX XXXXX TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS SECURITY AGREEMENT, WHICH WAIVER XXXXXX IS INFORMED AND VOLUNTARY. f. The remedies given to Administrative Agent on behalf of the Secured Parties hereunder are cumulative and in addition to any and all other rights which Administrative Agent on behalf of a Secured Party or the Secured Parties may have against Borrower or Managing Member or any other person or firm, at law or in equity, including exoneration and subrogation, or by virtue of any other agreement. g. This Security Agreement and the provisions set forth herein shall continue until the full, final and complete satisfaction of the Obligations, and Administrative Agent's and Secured Parties' rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by: (i) the renewal, extension, modification, amendment or alteration of the Credit Agreement or any other Loan Document or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (iii) any full or partial release of any of the foregoing; or (iv) notice of any of the foregoing. h. Neither Administrative Agent nor Secured Parties has assumed, and nothing contained herein shall be declared to have imposed upon Administrative Agent or the Secured Parties, any of Borrower's duties or obligations or Managing Member's duties or obligations as a member of Borrower, except that Administrative Agent and the Secured Parties shall be bound by the provisions of the Operating Agreement in exercising rights or remedies thereunder assigned to Administrative Agent hereunder. i. Notwithstanding anything to the contrary herein, the obligations of Managing Member hereunder are subject to the nonrecourse provisions of Section 14.19 of the Credit Agreement.

Binding Effect; Miscellaneous. a. (a) This Security Agreement shall be binding upon and inure to the benefit of and be enforceable by the undersigned and their respective successors and assigns. b. (b) The headings to the various paragraphs of this Security Agreement shall have been inserted for convenient reference only and shall not modify, define, limit or expand the expressed provisions of this Security Agreement. This Security Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy or other electronic transmission (including “pdf”) shall be effective as delivery of a manually executed counterpart of this Security Agreement. c. (c) No delay or omission on the part of Administrative Agent or the Secured Parties in exercising any right hereunder shall operate as a waiver of any such right or any other right. A waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy on any future occasion. d. (d) Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principals principles that might otherwise apply, and the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Security Agreement. e. (e) Any suit, action or proceeding against Borrower or Managing Member any party hereto with respect to this Security Agreement or any judgment entered by any court in respect thereof, may be brought in the courts of the State of New York, or in the United States Courts located in the Borough of Manhattan in New York City, pursuant to Section 5-1402 of the New York General Obligations Law, as the Administrative Agent on behalf of the Secured Parties in its sole discretion may elect and Borrower and Managing Member each party hereto hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Borrower and Managing Member each Each party hereto hereby irrevocably consents to the service of process in any suit, action or proceeding in said court by the mailing thereof by the Administrative Agent on behalf of the Secured Party by registered or certified mail, postage prepaid, to Borrower's the applicable address set forth in Section 4 8 hereof. Borrower and Managing Member each Each party hereto hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement brought in the courts located in the State of New York, Borough of Manhattan in New York City, and each hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. BORROWER AND MANAGING MEMBER EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS SECURITY AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY. f. The remedies given to Administrative Agent on behalf of the Secured Parties hereunder are cumulative and in addition to any and all other rights which Administrative Agent on behalf of a Secured Party or the Secured Parties may have against Borrower or Managing Member or any other person or firm, at law or in equity, including exoneration and subrogation, or by virtue of any other agreement. g. (f) This Security Agreement and the provisions set forth herein shall continue until the full, final final, and complete satisfaction of the ObligationsObligations (other than contingent contractual indemnities), and Administrative Agent's ’s and the Secured Parties' ’ rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by: (i) the renewal, extension, modification, amendment or alteration of the Credit Agreement or any other Loan Document (other than this Security Agreement) or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (iii) any full or partial release of any of the foregoingforegoing (unless the rights under this Security Agreement are expressly released in accordance herewith); or (iv) notice of any of the foregoing. h. (g) Neither Administrative Agent nor the Secured Parties has have assumed, and nothing contained herein shall be declared to have imposed upon Administrative Agent or the Secured Parties, any of Borrower's ’s duties or obligations or Managing Member's duties or obligations as a member of Borrowerobligations, except that Administrative Agent and the Secured Parties shall be bound by the provisions of the Operating Agreement in exercising rights or remedies thereunder assigned to Administrative Agent hereunder. i. (h) Notwithstanding anything to the contrary herein, (i) the obligations of Managing Member Borrower hereunder are subject to the recourse and nonrecourse provisions of Section 14.19 13.17 of the Credit Agreement and (ii) the rights, powers, privileges and remedies of the Administrative Agent for the benefit of the Secured Parties hereunder are subject to Section 11.03 of the Credit Agreement. (i) On the full, final, and complete satisfaction of the Obligations (other than contingent contractual indemnities), this Security Agreement and the rights and liens of the Administrative Agent shall be automatically released and of no further force or effect. Thereafter, upon request, Administrative Agent, on behalf of the Secured Parties, shall provide Borrower, at its sole expense, a written release of its obligations hereunder and of the Collateral in form reasonably acceptable to Borrower. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE(S) FOLLOW. Executed on the date first above written. By: Name: Title: ACKNOWLEDGED AND AGREED: NATIXIS, NEW YORK BRANCH, as Administrative Agent By: Name: Title: For value received, TCW DIRECT LENDING LLC, a Delaware limited liability company (“Assignor”), hereby (i) pledges to NATIXIS, NEW YORK BRANCH, as administrative agent for the benefit of the Secured Parties (as defined below) (“Assignee”) under that certain Amended and Restated Revolving Credit Agreement, dated as of December 22, 2014 (as amended, modified, supplemented, or restated from time to time, the “Credit Agreement”; capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement), by and among Assignor, Natixis, New York Branch, as administrative agent (in such capacity, “Administrative Agent”), and the lenders from time to time party thereto (together with such other lending institutions which become party to the Credit Agreement, or have been, or may hereafter be, assigned an interest as lender in accordance with the Credit Agreement, the “Lenders” and together with each Agent and Liquidity Provider, the “Secured Parties”), and (ii) grants to Assignee, a lien, claim, encumbrance upon and security interest in Account No. 00000000 at State Street Bank and Trust Company (the “Depository”), entitled “TCW Direct Lending LLC Collateral Account”, and any extensions or renewals thereof, if the account is one which may be extended or renewed, and any successor or substitute accounts as agreed between Assignor and Assignee (such account or accounts and any extensions or renewals being hereinafter called the “Account”), together with all of Assignor’s right, title, and interest (whether now existing or hereafter created or arising) in and to the Account, all sums now or at any time hereafter on deposit therein, credited thereto, or payable thereon, all proceeds and products thereof, and all instruments, documents, certificates, and other writings evidencing the Account, on the following terms and conditions: 1. This assignment (this “Assignment”) of the Account shall secure the payment and the performance of the Obligations. Assignor shall also enter into a Deposit Account Control Agreement (an “Account Control Agreement”), which shall, upon the execution and delivery thereof by the parties thereto, give the Administrative Agent “control” of the Account within the meaning of Article 9 of the Uniform Commercial Code as in effect in the State of New York from time to time. 2. Assignor represents and warrants that: (a) subject to Administrative Agent’s and/or Depository’s rights in the Account, Assignor is the sole owner of the Account and has authority to execute and deliver this Assignment; (b) except for any financing statement which may have been filed by Assignee, no financing statement covering the Account, or any part thereof, has been filed and remains effective with any filing officer; (c) no other assignment has been executed with respect to the Account, other than in favor of Assignee; and (d) the Account is not subject to any liens or offsets of any Person other than Assignee, Secured Parties, the Depository and Permitted Liens. 3. So long as the Obligations or any part thereof remain unpaid, Assignor covenants and agrees: (a) (i) from time to time promptly to execute and deliver to Assignee all such other assignments, certificates, passbooks and supplemental writings, and do all other acts or things as Assignee may reasonably request in order to more fully evidence and perfect the security interest herein created; and (ii) Assignee may file such financing statements, amendments thereto and continuations thereof as Assignee may reasonably deem necessary in order to more fully evidence and perfect the security interest herein created; (b) promptly (to the extent readily available) to furnish Assignee with any information or writings which Assignee may reasonably request concerning the Account; (c) promptly (upon obtaining knowledge thereof) to notify Assignee of any material change in any fact or circumstances warranted or represented by Assignor herein or any material change in any other writing furnished by Assignor to Assignee in connection with the Account; (d) promptly (upon obtaining knowledge thereof) to notify Assignee of any claim (other than a Permitted Lien), action, or proceeding affecting title to the Account, or any part thereof, or the security interest herein, and, at the reasonable request of Assignee, appear in and defend any such action or proceeding; and (e) to pay to Assignee the amount of any court costs and attorney’s fees assessed by a court and incurred by Assignee following any Event of Default hereunder (to the extent due and payable in accordance with the Credit Agreement). 4. Assignor covenants and agrees that, without the prior consent of Assignee, Assignor will not: (a) create any other Lien in or upon, or otherwise encumber, or assign the Account, or any part thereof, or permit the same to be or become subject to any Lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character, except the Lien herein created and subject to the Account Control Agreement, any offset rights inuring to the benefit of Depository, or Permitted Liens; or (b) request, make or allow to be made any withdrawals from the Account to the extent prohibited hereunder or in Section 5.02 of the Credit Agreement. Should any funds required by the Credit Agreement to be deposited in or credited to the Account instead be received by Assignor, they shall immediately upon such receipt become subject to the lien granted hereunder and while in the hands of Assignor be segregated from all other funds of Assignor and be held in trust for the Secured Parties unless otherwise used in accordance with the terms hereof and the Credit Agreement. Assignor shall have absolutely no dominion or control over such funds except to promptly deposit them into the Account. Assignor acknowledges and agrees that Depository is authorized to comply with instructions originated in writing by Assignee in accordance with the terms hereof and of the Account Control Agreement and the Credit Agreement directing the disposition of funds in the Account without further consent of Assignor. Assignee agrees with Assignor that Assignee shall not originate instructions with respect to, or direct the disposition of funds in, the Account except during the continuation of an Event of Default and subject to Section 11.03 of the Credit Agreement. 5. Assignee’s rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by: (a) any adjustment, indulgence, forbearance or compromise that might be granted or given by Assignee or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (b) any full or partial release of any of the foregoing; (c) any other action taken or omitted to be taken by Assignee or the Secured Parties in connection with the Obligations, whether or not such action or omission prejudices Assignor or increases the likelihood that the Account will be applied to the Obligations; or (d) notice of any of the foregoing. 6. Assignee, without in any manner impairing any of its rights and powers hereunder, may, at any time and from time to time, without further consent of or notice to Assignor (except as required by the Credit Agreement or other Loan Documents), and with or without valuable consideration: (a) renew or extend the maturity of or accept partial payments upon the Obligations or any part thereof; (b) release any person primarily or secondarily liable in respect of the Obligations or any security therefor; (c) alter, in any manner that the Secured Parties may elect, the terms of any instrument evidencing the Obligations or any part thereof either as to the maturity thereof, rate of interest, method of payment, parties thereto or otherwise; (d) renew, extend or accept partial payments upon, release or permit substitutions for or withdrawals of, any security (other than the Account) at any time directly or indirectly, immediately or remotely, securing the payment of the Obligations or any part thereof; and (e) release or pay to Assignor, or any other person otherwise entitled thereto, any amount paid or payable in respect of any such other direct or indirect security for the Obligations, or any part thereof. 7. Should any person have heretofore executed or hereafter execute, in favor of the Secured Parties, any deed of trust, mortgage, or security agreement, or have heretofore pledged or hereafter pledge any other property to secure the payment of the Obligations, or any part thereof, the exercise by the Secured Parties of any right or power conferred upon any of them in any such instrument, or by any such pledge, shall be (subject to Sections 5.02 and 11.03 of the Credit Agreement) wholly discretionary with each the Secured Parties, and the exercise or failure to exercise any such right or power shall not impair or diminish the Secured Parties’ rights, titles, interest, liens, and powers existing hereunder. 8. Subject to Sections 5.02 and 11.03 of the Credit Agreement and the last sentence of Section 4, during the existence of an Event of Default, Assignee, on behalf of the Secured Parties, in addition to any other remedies it may have, may do one or more of the following: (a) declare the Obligations immediately due and payable; (b) demand payment and performance thereof from the funds in or credited to the Account; (c) withdraw funds from the Account and apply all or any portion of the Account to the Obligations as described in paragraph 12 hereof; (d) exercise a notice of control pursuant to the Account Control Agreement; (e) on behalf of Assignor to endorse the name of Assignor upon any checks, drafts, or other instruments payable to Assignor evidencing payment on the Account; (f) to surrender or present for notation of withdrawal the passbook, certificate, or other documents issued to Assignor in connection with the Account; and (g) exercise any other rights or take any other actions specified herein or in the Credit Agreement and subject to any conditions set forth herein. 9. Upon the occurrence and during the continuation of a Special Default, Assignee, on behalf of the Secured Parties, in addition to any other remedies it may have, may restrict or prohibit withdrawals from the Account by exercising a notice of control pursuant to the Account Control Agreement. For purposes hereof, “Special Default” as used herein means the existence of a Default under Sections 11.01(a), 11.01(g) or 11.01(h) of the Credit Agreement.