Common use of Calculation of Discount Factor Clause in Contracts

Calculation of Discount Factor. The initial Discount Factor for each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation, then the Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Event set forth in clause (a) of the definition thereof with respect to any Collateral Obligation, the Agent may, in its sole discretion, re-determine the Discount Factor with respect thereto.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral, the Administrative Agent will assign (in its sole discretion) a Discount Factor for each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation; provided, then the Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer applythat, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding shall not exceed the above, in no case shall any Discount Factor be a percentage greater than lesser of (i) the Purchase Price or (ii) 100%; provided that following the occurrence of an Evaluation Event set forth in clause (a) % of the definition thereof par value of each such Collateral Obligation. (b) If a Revaluation Event occurs with respect to any Collateral Obligation, the Agent mayDiscount Factor of such Collateral Obligation may be amended by the Administrative Agent, in its sole discretion. The Administrative Agent will provide written notice of the revised Discount Factor to the Borrower, the Collateral Agent, each Lender (via the Collateral Agent’s Website) and the Servicer. To the extent the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall give prompt notice thereof to the Administrative Agent. (c) If the circumstances giving rise to any Revaluation Event with regard to any Collateral Obligation cease to be applicable, the Servicer may provide written notice of such changed circumstance to the Administrative Agent, and if no Revaluation Event shall then be continuing for such Collateral Obligation, the Administrative Agent shall in good faith re-determine evaluate the Discount Factor for such Collateral Obligation; provided that the Discount Factor shall not exceed the Discount Factor previously assigned to such Collateral Obligation pursuant to clause (a) above. (d) Within ten Business Days following receipt of notice of a Revaluation Event, Lenders holding Commitments aggregating more than 50% of all Commitments (excluding the Commitment of DBNY or its Affiliates) (each such Lender, a “Dissenting Lender”) may request the Servicer to solicit a determination by a Valuation Firm selected by the Servicer of a revised Discount Factor for such Collateral Obligation; provided that for so long as any one Lender holds 50% or more of all Commitments (excluding the Commitment of DBNY and its Affiliates), then “Dissenting Lenders” shall be any two or more Lenders; provided, further, that, the right to make such request of the Servicer may not be exercised by the Lenders more than five (5) times in any 12-month period. If the selected Valuation Firm’s calculation of such Discount Factor is lower than the revised Discount Factor (if any) assigned by the Administrative Agent to such Collateral Obligation, such calculation shall supersede the Discount Factor assigned by the Administrative Agent pursuant to Section 2.7(a) or (b) and become the Discount Factor for such Collateral Obligation until such time as a further revised Discount Factor is assigned to such Collateral Obligation in accordance with respect theretoSection 2.7(b) or 2.7(c).

Calculation of Discount Factor. The initial Discount Factor for (a) In connection with the purchase of each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined and prior to such Collateral Obligation being purchased by the Agent Borrower and included in its sole discretion the Collateral or in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth circumstances described in clause (fc) or below, the Facility Agent will assign (gin its sole discretion) of the definition thereof occurs with respect to a Discount Factor for such Collateral Obligation, then the which Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible shall remain effective for such Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced except as provided in clause (b), ) below. (cb) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be If a percentage greater than 100%; provided that following the occurrence of an Evaluation Revaluation Event set forth in clause (a) of the definition thereof occurs with respect to any Collateral Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion; provided that the Borrower may dispute the Discount Factor and at the expense of the Borrower elect to retain an Approved Valuation Firm to determine the Discount Factor no later than sixty (60) days after such assignment by the Facility Agent mayand in accordance with the Valuation Standard; provided, further, that if the Facility Agent disputes the determination of the Discount Factor by such Approved Valuation Firm, the Facility Agent may at the expense of the Borrower for up to two (2) Collateral Obligations and at the expense of the Facility Agent thereafter elect to retain a different Approved Valuation Firm to determine the Discount Factor in accordance with the Valuation Standard; provided, further, that the Borrower shall not at any time retain a different Approved Valuation Firm to determine a different Discount Factor for the same Collateral Obligation; provided, further, that any and all determinations by any Approved Valuation Firm of the Discount Factor shall be re-calculated, at the Borrower’s sole expense, every six (6) months after the date of such initial determination. If any additional Revaluation Event occurs with respect to any Collateral Obligation or the Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) with respect to such Collateral Obligation becomes (i) more than 2.00x higher than the applicable Original Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) and is greater than 8.00x total (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) or (ii) more than 3.00x higher than the applicable Original Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower), the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion, re-determine and the Borrower may not dispute such Discount Factor. The Discount Factor (determined as the lower of (x) the Purchase Price paid by the Borrower for such Collateral Obligation and (y) the outstanding principal balance of such Collateral Obligation) shall be recalculated (by the Facility Agent) based on the average of the valuations provided by the Approved Valuation Firms. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower, the Servicer and the Collateral Agent and each Agent. To the extent a Responsible Officer of the Servicer has actual knowledge or has received notice of any Revaluation Event with respect theretoto any Collateral Obligation, the Servicer shall give prompt notice thereof to the Facility Agent and the Collateral Agent (but, in any event, not later than two (2) Business Days after it receives notice or a Responsible Officer of the Servicer gains actual knowledge thereof). (c) If the circumstances giving rise to any Revaluation Event with regard to any Collateral Obligation cease to be applicable, the Servicer may provide written notice of such changed circumstance to the Facility Agent and each Agent, and if no Revaluation Event shall then be continuing for such Collateral Obligation, the Facility Agent may assign a new Discount Factor for such Collateral Obligation in its sole discretion as set forth in clause (a) above.

Calculation of Discount Factor. The initial Discount Factor for each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation, then the Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause clauses (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Event set forth in clause (a) of the definition thereof with respect to any Collateral Obligation, the Agent may, in its sole discretion, re-determine the Discount Factor with respect thereto.

Calculation of Discount Factor. The initial (a) In connection with (i) the purchase of each Collateral Obligation (other than a Permitted Collateral Obligation) and prior to such Collateral Obligation (other than a Permitted Collateral Obligation) being purchased by the Borrower and included in the Collateral or in connection with an Asset Approval Request pursuant to clause (b) of the definition of Cut-Off Date, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clause (b) below; and (ii) the acquisition of any Permitted Collateral Obligation, the Facility Agent shall assign in its sole discretion, with written notice to the Borrower and the Servicer (which may take the form of an email), a Discount Factor for such Permitted Collateral Obligation, which Discount Factor may be 0% and shall remain effective for such Permitted Collateral Obligation. (b) If a Revaluation Event occurs with respect to any Collateral Obligation (which percentage may not be greater other than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible a Permitted Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8Obligation), the Discount Factor applicable to of such Eligible Collateral Obligation shall only then may be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected amended by the BorrowerFacility Agent (in its sole discretion) and (B) the Discount Factor applicable to in connection with each such Eligible Collateral Obligation immediately prior to such Evaluation Revaluation Event; provided that, if the Facility Agent may not amend the Discount Factor of a Disputable Collateral Obligation that has been assigned a Discount Factor by an Evaluation Event Approved Valuation Firm as set forth in clause (fc) or below prior to the occurrence of a subsequent Revaluation Event with respect thereto, in which case, the procedures set forth in this Section 2.7 shall apply and such Collateral Obligation shall be subject to re-dispute pursuant to clause (gc) below so long as such Collateral Obligation remains a Disputable Collateral Obligation following the occurrence of such subsequent Revaluation Event; provided further that, subject to clause (e) below, if a Revaluation Event described in clause (c) of the definition thereof occurs has occurred with respect to a Disputable Collateral Obligation and the applicable Loan Party and/or the Servicer has cured such Revaluation Event pursuant to the proviso in such clause (c), then the Discount Factor of the applicable Disputable Collateral Obligation shall be deemed to not have been amended and no Revaluation Event shall be deemed to have occurred with respect thereto. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower and the Servicer. (c) If the Discount Factor with respect to any Collateral Obligation (other than a Permitted Collateral Obligation) assigned by the Facility Agent following a Revaluation Event is lower than the Discount Factor most recently in effect prior to such Revaluation Event and such Collateral Obligation is a Disputable Collateral Obligation, then the Borrower may (at its own expense) retain an Approved Valuation Firm to determine and provide (in accordance with the Valuation Standard) a new Discount Factor; provided that, the Borrower may not use for such purposes an existing valuation of such Disputable Collateral Obligation. Once a new Discount Factor is determined by an Approved Valuation Firm in accordance with this clause (c), then the Discount Factor of such Disputable Collateral Obligation shall be the Discount Factor determined by such Approved Valuation Firm in accordance with this Section 2.7(c). (d) The Borrower (or the Servicer on behalf of the Borrower) may request that the Discount Factor be increased for any Collateral Obligation with respect to which (i) the Discount Factor was assigned a value below 100% by the Facility Agent; or (ii) the Discount Factor was decreased by the Facility Agent following the occurrence of a Revaluation Event. (e) Notwithstanding the foregoing or anything herein to the contrary, the Discount Factor of a Delayed Reporting Obligation shall not be less amended by the Facility Agent (other than pursuant to clause (d) above) if (i) no other Revaluation Event with respect to such Delayed Reporting Obligation has occurred; (ii) the Revised Advance Rate. In the event Servicer provides and continues to provide a certification in each financial reporting package with respect to such Delayed Reporting Obligation that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision the failure to deliver the applicable audit results is due to a prior Evaluation Event technical or administrative delay related to the audit or delay on the part of the related auditor and not due to any deterioration in the credit quality or extended review of the credit quality of such Delayed Reporting Obligation or the related Obligor and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower related Obligor is not considered defaulted pursuant to the Agent Servicer’s internal policies; and (which notice shall include an updated Information Package for iii) the related Obligor continues to prepare and deliver financial reporting packages as required under the Underlying Instruments and such Eligible Collateral Obligation and, financial reporting packages are provided to the extent available, any of the information referenced Facility Agent in clause (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Event set forth in clause (a) of the definition thereof accordance with respect to any Collateral Obligation, the Agent may, in its sole discretion, re-determine the Discount Factor with respect theretothis Agreement.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation, then the which Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible shall remain effective for such Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced except as provided in clause (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%below; provided that following the occurrence of a Specified First Lien Loan will have an Evaluation initial Discount Factor equal to 100%. (b) If, but only if, a Revaluation Event set forth in clause (a) of the definition thereof occurs with respect to any Collateral Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion; provided that if a Revaluation Event occurs as a result of a 1.00x increase in the Leverage Multiple for any Collateral Obligation (and the then-current Leverage Multiple is less than 2.00x higher than the Original Leverage Multiple), the Facility Agent maymay elect to decrease the Discount Factor by up to a percentage equal to (x) 1.0 minus (y)(A) the Original Leverage Multiple divided by (B) the then-current Leverage Multiple of such Collateral Obligation; provided, further that following the occurrence of any other Revaluation Event including another 1.00x increase in the Leverage Multiple (after the occurrence of the first Revaluation Event as described above), the Facility Agent in its sole discretion shall determine the Discount Factor of the applicable Collateral Obligation; provided, further that, so long as (i) the then-current Leverage Multiple with respect to the Collateral Obligation subject to such Revaluation Event is less than 2.00x higher than the related Original Leverage Multiple and (ii) such Collateral Obligation was not previously subject to a Revaluation Event, the Services Provider may dispute the Discount Factor determined by the Facility Agent and at the expense of the Borrower elect to retain an Approved Valuation Firm to determine the Discount Factor in accordance with the Valuation Standard no later than sixty (60) days after the date of such initial determination by the Facility (any such determination not to exceed the lesser of (x) the Purchase Price paid by the Borrower for such Collateral Obligation and (y) the outstanding Principal Balance of such Collateral Obligation); provided, further, that if the Facility Agent disputes the determination of the Discount Factor by such Approved Valuation Firm, the Facility Agent may at the expense of the Borrower elect to retain a different Approved Valuation Firm to determine the Discount Factor in accordance with the Valuation Standard; provided, further, that any determination by any Approved Valuation Firm of the Discount Factor after a Revaluation Event shall be re-calculated every six (6) months after the date of such initial determination until the Services Provider provides written notice pursuant to Section 2.7(c) that such Revaluation Event is no longer continuing. If any additional Revaluation Event occurs with respect to any Collateral Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion, re-determine and the Services Provider may dispute such Discount Factor as set forth in the preceding sentence (any such determination not to exceed the lesser of (x) the Purchase Price paid by the Borrower for such Collateral Obligation and (y) the outstanding Principal Balance of such Collateral Obligation). In the event more than one Discount Factor has been determined by Approved Valuation Firms for any Collateral Obligation in accordance with this clause (b), the Discount Factor for such Collateral Obligation shall be recalculated by the Facility Agent as average of the valuations provided by the Approved Valuation Firms (such determination not to exceed the lesser of (x) the Purchase Price paid by the Borrower for such Collateral Obligation and (y) the outstanding Principal Balance of such Collateral Obligation). To the extent the Services Provider has actual knowledge (after reasonable inquiry) or has received notice of any Revaluation Event with respect theretoto any Collateral Obligation, the Services Provider shall give prompt notice thereof to the Facility Agent (but, in any event, not later than two Business Days after it receives notice or gains actual knowledge thereof). Notwithstanding anything above to the contrary, the Services Provider shall not dispute a Revaluation Event if such Revaluation Event is caused by the applicable Collateral Obligation becoming a Defaulted Collateral Obligation. (c) If the circumstances with respect to any Collateral Obligation change, the Services Provider may provide written notice of such changed circumstance to the Facility Agent, and if no Revaluation Event shall then be continuing for such Collateral Obligation, the Facility Agent shall in its sole discretion re-evaluate the Discount Factor for such Collateral Obligation. (d) No revised Discount Factor determined pursuant to this Section 2.7 shall be effective until the Facility Agent has provided written notice of such revised Discount Factor to the Borrower, the Services Provider, each Agent and the Collateral Agent.

Calculation of Discount Factor. The initial USActive 31637433.35 -57- (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation, then the Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause . (b)) If, (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request)but only if, the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Revaluation Event set forth in clause (a) of the definition thereof occurs with respect to any Collateral Obligation, the Agent mayDiscount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion, resubject to the Investment Manager’s dispute rights set forth in this Section 2.7(b). The Facility Agent will provide written notice of the revised Discount Factor to the Borrower, the Collateral Agent and the Investment Manager. The Collateral Agent shall forward a copy of such notice to each Agent. To the extent the Investment Manager has actual knowledge or, pursuant to the terms of the applicable Underlying Instruments, has received notice of any Revaluation Event with respect to any Collateral Obligation, the Investment Manager shall give prompt notice thereof to the Facility Agent and the Collateral Agent (but, in any event, not longer than two Business Days after it receives notice or gains actual knowledge thereof). The Collateral Agent shall forward a copy of such notice to each Agent. So long as (i) the then-current Leverage Multiple with respect to the Collateral Obligation subject to such Revaluation Event is no more than 2.00x higher than the related Original Leverage Multiple, (ii) such Collateral Obligation was not previously subject to a Revaluation Event and (iii) such Collateral Obligation is not a Defaulted Collateral Obligation pursuant to clause (a) or (b) of the definition thereof, the Investment Manager may dispute the Discount Factor determined by the Facility Agent and at the expense of the Borrower shall retain an Approved Valuation Firm to determine the Discount Factor no later than sixty (60) days after the date of such initial determination by the Facility Agent (any such determination not to exceed the least of (x) the Purchase Price paid by the Borrower for such Collateral Obligation, (y) the outstanding Principal Balance of such Collateral Obligation and (z) any Discount Factor or haircut (including due to synthetic tranching) that the Facility Agent assigned pursuant to Section 2.7(a) or otherwise in the related Approval Notice). If the Facility Agent disputes the Discount Factor determined by the Borrower’s Approved Valuation Firm in good faith based on its reasonable judgment, the Facility Agent may at the expense of the Borrower elect to retain a different Approved Valuation Firm to determine the Discount Factor in accordance with the Valuation Standard. In either case, the Discount Factor determined by the Facility Agent shall apply during the process of any such dispute. Any determination by any Approved Valuation Firm of the Discount Factor after a Revaluation Event shall be re-calculated every six (6) months after the date of such initial determination until the Borrower provides notice pursuant to clause (d) below that such Revaluation Event is no longer continuing. If any additional Revaluation Event occurs with respect theretoto any Collateral Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion and there shall be no right to dispute such determination. In the event more than one Discount Factor has been determined by Approved Valuation Firms for any Collateral Obligation in accordance with this clause (b), the Discount Factor for such Collateral Obligation shall be recalculated by the Facility Agent as the average of the valuations provided by all such Approved Valuation Firms (such determination not to exceed the least of (x) the Purchase Price paid by the Borrower for such Collateral Obligation, (y) the outstanding Principal Balance of such Collateral Obligation and (z) any Discount USActive 31637433.35 -58- Factor or haircut (including due to synthetic tranching) that the Facility Agent assigned pursuant to Section 2.7(a) or otherwise in the related Approval Notice). (c) The Facility Agent will provide written notice of each revised Discount Factor to the Borrower, the Investment Manager, each Agent and the Collateral Agent. (d) Upon notice from the Borrower to the Facility Agent that a Revaluation Event has been cured, the Facility Agent, in its sole discretion, shall revise the Discount Factor to revert to the Discount Factor prevailing immediately prior to the occurrence of the relevant Revaluation Event if the Facility Agent, in its reasonable discretion, is satisfied that such Revaluation Event has been cured.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clauses (which b) through (d) below (and will provide written notice of such Discount Factor to the Servicer). (b) If a Revaluation Event occurs with respect to any Collateral Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion; provided, that in the event of a Revaluation Event pursuant to clause (j) of the definition thereof, then (x) if such Collateral Obligation was sold at a price (as a percentage may not be of par) greater than 10070% and there has been no other Revaluation Event for such Collateral Obligation, the Discount Factor of such Collateral Obligation shall be decreased to no less than the price (as a percentage of par) at which the relevant portion of such Collateral Obligation was sold and (y) if such Collateral Obligation was sold at a price (as a percentage of par) less than or equal 70%) will , the Discount Factor of such Collateral Obligation may be determined amended by the Facility Agent in its sole discretion in connection discretion. (c) The Facility Agent will provide written notice of the revised Discount Factor to the Borrower and the Servicer. To the extent the Servicer has actual knowledge or has received notice of any Revaluation Event with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8Obligation, the Discount Factor applicable Servicer shall give prompt notice thereof to such Eligible Collateral Obligation shall only then be revised to be the lower of Facility Agent (Abut, in any event, not later than two Business Days after it receives notice or gains actual knowledge thereof). (d) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation If a Revaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such as a result of a 1.0x increase in the Leverage Multiple for any Collateral Obligation, then Obligation (and the Discount Factor may not be then-current Leverage Multiple is less than 2.0x higher than the Revised Advance Rate. In Original Leverage Multiple), the event that Facility Agent may (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, regardless of any of the information referenced criteria set forth in clause (b), ) decide to decrease the Discount Factor by up to a percentage equal to (cx) 1.0 minus (without y)(A) the Original Leverage Multiple divided by (B) the then-current Leverage Multiple of such Collateral Obligation. Following the occurrence of any Effective LTV update) and other Revaluation Event including another 1.0x increase in the Leverage Multiple (d) after the occurrence of the definition of Asset Approval Requestfirst Revaluation Event as described above), the Facility Agent shall in its reasonable sole discretion revise such shall determine the Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Event set forth in clause (a) of the definition thereof applicable Collateral Obligation. (e) If the circumstances with respect to any Collateral Obligation change, the Servicer may provide written notice of such changed circumstance to the Facility Agent, and if no Revaluation Event shall then be continuing for such Collateral Obligation, the Facility Agent may, shall in its sole discretion, discretion re-determine evaluate the Discount Factor with respect theretofor such Collateral Obligation.

Calculation of Discount Factor. The initial Discount Factor for each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation, then the Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause clauseclauses (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Event set forth in clause (a) of the definition thereof with respect to any Collateral Obligation, the Agent may, in its sole discretion, re-determine the Discount Factor with respect thereto.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral or in connection with the circumstances described in clause (c) below, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clause (which percentage may not b) below.; provided that, with respect to any Collateral Obligation that is a Non-Revalued Broadly Syndicated Loan, the Discount Factor of such Collateral Obligation shall be greater than 100%) will be determined the Market Value of such Non-Revalued Broadly Syndicated Loan unless otherwise directed by the Facility Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation, then the Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause discretion. (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be If a percentage greater than 100%; provided that following the occurrence of an Evaluation Revaluation Event set forth in clause (a) of the definition thereof occurs with respect to any Collateral Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion; provided that the Borrower may dispute the Discount Factor and at the expense of the Borrower elect to retain an Approved Valuation Firm to determine the Discount Factor no later than sixty (60) days after such assignment by the Facility Agent mayand in accordance with the Valuation Standard; provided, further, that if the Facility Agent disputes the determination of the Discount Factor by such Approved Valuation Firm, the Facility Agent may at the expense of the Borrower for up to two (2) Collateral Obligations and at the expense of the Facility Agent thereafter elect to retain a different Approved Valuation Firm to determine the Discount Factor in accordance with the Valuation Standard; provided, further, that the Borrower shall not at any time retain a different Approved Valuation Firm to determine a different Discount Factor for the same Collateral Obligation; provided, further, that any and all determinations by any Approved Valuation Firm of the Discount Factor shall be re-calculated, at the Borrower’s sole expense, every six (6) months after the date of such initial determination. If any additional Revaluation Event occurs with respect to any Collateral - 58 USActive 49316845.1149316845.12 Obligation or the Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) with respect - 59 USActive 49316845.1149316845.12 to such Collateral Obligation becomes (i) more than 2.00x higher than the applicable Original Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) and is greater than 8.00x total (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) or (ii) more than 3.00x higher than the applicable Original Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower), the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion, re-determine and the Borrower may not dispute such Discount Factor. The Discount Factor (determined as the lower of (x) the Purchase Price paid by the Borrower for such Collateral Obligation and (y) the outstanding principal balance of such Collateral Obligation) shall be recalculated (by the Facility Agent) based on the average of the valuations provided by the Approved Valuation Firms. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower, the Servicer and the Collateral Agent and each Agent. To the extent a Responsible Officer of the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall give prompt notice thereof to the Facility Agent and the Collateral Agent (but, in any event, not later than two (2) Business Days after it receives notice or a Responsible Officer of the Servicer gains actual knowledge thereof). (c) If the circumstances giving rise to any Revaluation Event with regard to any Collateral Obligation cease to be applicable, the Servicer may provide written notice of such changed circumstance to the Facility Agent and each Agent, and if no Revaluation Event shall then be continuing for such Collateral Obligation, the Facility Agent may assign a new Discount Factor for such Collateral Obligation in its sole discretion as set forth in clause (a) above. (d) After the Agency Rating of an Eligible Collateral Obligation has been downgraded, the Servicer may request that the Facility Agent reduce the Discount Factor with respect theretoof such Eligible Collateral Obligation and the Facility Agent may so reduce the Discount Factor of such Eligible Collateral Obligation in the Facility Agent’s sole discretion.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral or in connection with an Asset Approval Request pursuant to clause (b) of the definition of Cut-Off Date, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clause (which percentage may not be greater than 100%b) will be determined by the Agent in its sole discretion in connection below. (b) If a Revaluation Event occurs with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion; provided that, subject to clause (e) below, if a Revaluation Event described in clause (c) of the definition thereof has occurred and the applicable Loan Party and/or Servicer has cured such Revaluation Event pursuant to the proviso in such Eligible clause (c), then the Discount Factor of the applicable Collateral Obligation shall only then be revised deemed to be the lower of (A) the available price or valuation (expressed as percentage of par) of not have been amended and no Revaluation Event with respect to such Eligible Collateral Obligation shall be deemed to have occurred. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower and the Servicer. To the extent the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall give prompt notice thereof to the Facility Agent (but, in any event, not later than three Business Days after it receives notice or gains actual knowledge thereof); provided that the Facility Agent may not amend the Discount Factor of a Collateral Obligation which has been assigned a Discount Factor by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event Firm as set forth in clause (c) below unless a Specified Revaluation Event has occurred. (c) If the Discount Factor with respect to any Collateral Obligation assigned by the Facility Agent following Revaluation Events of the type set forth in clauses (b), (d), (e), (f) or (g) of the definition thereof occurs with respect pursuant to clause (b) above is below the initial Discount Factor assigned by the Facility Agent when such Collateral ObligationObligation was purchased and no Specified Revaluation Event has occurred, then the Borrower may (at its own expense) retain an Approved Valuation Firm to determine (in accordance with the Valuation Standard) such Discount Factor may not be less than the Revised Advance Rate. In the event after re-assignment of such Discount Factor; provided, that (x) each determination by an Eligible Approved Valuation Firm of any Discount Factor shall be re-calculated, at the Borrower’s expense, every six (6) months after the date of such determination; provided that, (i) if the Leverage Multiple of such Collateral Obligation has experienced a downward is less than the Leverage Multiple at the time such Discount Factor revision due to a prior Evaluation Event and (y) was assigned by the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from Approved Valuation Firm then the Borrower may request the Facility Agent to waive the requirement of this clause (x) or (ii) with respect to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any occurrence of a Revaluation Event of the information referenced type set forth in clause (b), (c) (without any Effective LTV update) and (d) of the definition thereof, if the Leverage Multiple of Asset Approval Request)such Collateral Obligation does not exceed the Leverage Multiple at the time the Approved Valuation Firm determined the Discount Factor, then (1) the Agent requirement of this clause (x) shall in its reasonable discretion revise such be suspended and (2) the Discount Factor upward. Notwithstanding of such Collateral Obligation shall be the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence lower of an Evaluation Event set forth in clause (a) the Discount Factor determined by the Approved Valuation Firm and (b) the value (expressed as a percentage of par) of the definition thereof Collateral Obligation that was determined in accordance with any internal valuation performed for any private funds of the Servicer or any of its affiliates, (y) once an Approved Valuation Firm is selected with respect to any Eligible Collateral Obligation and the Borrower has provided the Facility Agent with notice of the exercise of its rights pursuant to this clause (c), such Approved Valuation Firm that has been selected with respect to such Eligible Collateral Obligation may not be changed without the prior written consent of the Facility Agent and (z) unless otherwise consented to by the Facility Agent, the Borrower may not utilize any valuation previously provided by an Approved Valuation Firm for another entity managed by the Servicer or any of its Affiliates; provided, further, that the re-calculated Discount Factor shall not be greater than the initial Discount Factor assigned by the Facility Agent when the Collateral Obligation was purchased; provided, further, that with respect to any Collateral ObligationObligation that is a Multiple of Recurring Revenue Loan, if the Agent mayRevenue of the Obligor of such Multiple of Recurring Revenue Loan has declined by at least 40% since such Multiple of Recurring Revenue Loan was acquired by the Borrower or the related Obligor’s last quarter annualized Revenue is less than $10,000,000 calculated using the most recent financial information of such Obligor received by the Borrower (or otherwise available to the Borrower with respect to such Obligor), in its sole discretion, re-determine then the Borrower shall not be able to dispute the Facility Agent’s reassignment. (d) The Borrower (or the Servicer on behalf of the Borrower) may request that the Discount Factor be increased for any Collateral Obligation with respect theretoto which (i) the Discount Factor was assigned a value below 100% by the Facility Agent; or (ii) the Discount Factor was decreased by the Facility Agent following the occurrence of a Revaluation Event. (e) Notwithstanding the foregoing, the Discount Factor of a Delayed Reporting Obligation shall not be amended by the Facility Agent other than pursuant to clause (d) above so long as (x) no other Revaluation Event with respect to such Delayed Reporting Obligation has occurred, (y) the Servicer provides and continues to provide a certification in each financial reporting package with respect to such Delayed Reporting Obligation that (i) the failure to deliver the applicable audit results is due to technical or administrative delay related to the audit or delay on the part of the related auditor and not due to any deterioration in the credit quality or extended review of the credit quality of such Delayed Reporting Obligation or the related Obligor, (ii) the related Obligor is not considered defaulted pursuant to the Servicer’s internal policies and (z) the related Obligor continues to prepare and deliver financial reporting packages as required under the Underlying Instruments and such financial reporting packages are provided to the Facility Agent in accordance with this Agreement, (iii) the related Obligor of such Delayed Reporting Obligation has not increased leverage since the applicable Delayed Reporting Date and (iv) such Delayed Reporting Obligation is not on the Servicer’s watch-list.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation, then the which Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible shall remain effective for such Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced except as provided in clause (b), ) below. (cb) If a Revaluation Event (without any Effective LTV updateother than a Specified Revaluation Event) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Event set forth in clause (a) of the definition thereof occurs with respect to any Collateral Obligation, the Agent mayDiscount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion; provided that in the event of a Revaluation Event pursuant to clause (k) of the definition thereof, re-determine then (x) if such Collateral Obligation was sold at a price (as a percentage of par) greater than 60%, the Discount Factor of such Collateral Obligation, if decreased by the Facility Agent, may only be decreased such that the Discount Factor is no less than the price (as a percentage of par) at which the relevant portion of such Collateral Obligation was sold and (y) if such Collateral Obligation was sold or disposed of at a price (as a percentage of par) less than or equal 60%, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent in its sole discretion. If a Specified Revaluation Event occurs with respect theretoto any Collateral Obligation, then (i) the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion and (ii) ninety (90) days after the occurrence of such Revaluation Event, the Discount Factor of such Collateral Obligation will automatically be reduced to zero unless such Collateral Obligation has been modified and such modification has been approved by the Facility Agent in its sole discretion. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower, the Servicer and the Collateral Agent. To the extent the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall give prompt notice thereof to the Facility Agent (with a copy to the Collateral Agent) (but, in any event, not later than three (3) Business Days after it receives notice or gains actual knowledge thereof).

Calculation of Discount Factor. The initial (a) In connection with (i) the purchase of each Collateral Obligation (other than a Permitted Collateral Obligation) and prior to such Collateral Obligation (other than a Permitted Collateral Obligation) being purchased by the Borrower and included in the Collateral or in connection with an Asset Approval Request pursuant to clause (b) of the definition of Cut-Off Date, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clause (b) below.; and (ii) the acquisition of any Permitted Collateral Obligation, the Facility Agent shall assign in its sole discretion, with written notice to the Borrower and the Servicer (which may take the form of an email), a Discount Factor for such Permitted Collateral Obligation, which Discount Factor may be 0% and shall remain effective for such Permitted Collateral Obligation. (b) If a Revaluation Event occurs with respect to any Collateral Obligation (which percentage may not be greater other than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible a Permitted Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8Obligation), the Discount Factor applicable to of such Eligible Collateral Obligation shall only then may be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected amended by the BorrowerFacility Agent, (in its sole discretion; provided ) and (B) the Discount Factor applicable to in connection with each such Eligible Collateral Obligation immediately prior to such Evaluation Revaluation Event; provided that, if the Facility Agent may not amend the Discount Factor of a Disputable Collateral Obligation that has been assigned a Discount Factor by an Evaluation Event Approved Valuation Firm as set forth in clause (c) below prior to the occurrence of a subsequent Revaluation Event with respect thereto, in which case, the procedures set forth in this Section 2.7 shall apply and such Collateral Obligation shall be subject to re-dispute pursuant to clause (c) below so long as such Collateral Obligation remains a Disputable Collateral Obligation following the occurrence of such subsequent Revaluation Event; provided further that, subject to clause (e) below, if a Revaluation Event described in clause (c) of the definition thereof has occurred with respect to a Disputable Collateral Obligation and the applicable Loan Party and/or the Servicer has cured such Revaluation Event pursuant to the proviso in such clause (c), then the Discount Factor of the applicable Disputable Collateral Obligation shall be deemed to not have been amended and no Revaluation Event with respect to such Collateral Obligation shall be deemed to have occurred with respect thereto. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower and the Servicer. To the extent the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall give prompt notice thereof to the Facility Agent (but, in any event, not later than three Business Days after it receives notice or gains actual knowledge thereof); provided that the Facility Agent may not amend the Discount Factor of a Collateral Obligation which has been assigned a Discount Factor by an Approved Valuation Firm as set forth in clause (c) below unless a Specified Revaluation Event has occurred. (c) If the Discount Factor with respect to any Collateral Obligation (other than a Permitted Collateral Obligation) assigned by the Facility Agent following a Revaluation Events of the type set forth in clauses (b), (d), (e), (f) or (g) of the definition thereof occurs with respect pursuant to clause (b) above is below the initial Discount Factor assigned by the Facility Agent whenEvent is lower than the Discount Factor most recently in effect prior to such Revaluation Event and such Collateral Obligation was purchased and no Specified Revaluation Event has occurredis a Disputable Collateral Obligation, then the Borrower may (at its own expense) retain an Approved Valuation Firm to determine and provide (in accordance with the Valuation Standard) sucha new Discount Factor may not be less than the Revised Advance Rate. In the event after re-assignment of such Discount Factor; provided, that (x) each determination by an Eligible Approved Valuation Firm of any Discount Factor shall be re-calculated, at the Borrower’s expense, every six (6) months after the date of such determination; provided that, (i) if the Leverage Multiple of such Collateral Obligation has experienced a downward is less than the Leverage Multiple at the time such Discount Factor revision due to a prior Evaluation Event and (y) was assigned by the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from Approved Valuation Firm then the Borrower may request the Facility Agent to waive the requirement of this clause (x) or (ii) with respect to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any occurrence of a Revaluation Event of the information referenced type set forth in clause (b), (c) (without any Effective LTV update) and (d) of the definition thereof, if the Leverage Multiple of Asset Approval Request)such Collateral Obligation does not exceed the Leverage Multiple at the time the Approved Valuation Firm determined the Discount Factor, then (1) the Agent requirement of this clause (x) shall in its reasonable discretion revise such be suspended and (2) the Discount Factor upward. Notwithstanding of such Collateral Obligation shall be the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence lower of an Evaluation Event set forth in clause (a) the Discount Factor determined by the Approved Valuation Firm and (b) the value (expressed as a percentage of par) of the definition thereof Collateral Obligation that was determined in accordance with any internal valuation performed for any private funds of the Servicer or any of its affiliates, (y) once an Approved Valuation Firm is selected with respect to any Eligible Collateral Obligation and the Borrower has provided the Facility Agent with notice of the exercise of its rights pursuant to this clause (c), such Approved Valuation Firm that has been selected with respect to such Eligible Collateral Obligation may not be changed without the prior written consent of the Facility Agent and (z) unless otherwise consented to by the Facility Agent, the Borrower may not utilize any valuation previously provided by an Approved Valuation Firm for another entity managed by the Servicer or any of its Affiliates; provided, further, that the re-calculated Discount Factor shall not be greater than the initial Discount Factor assigned by the Facility Agent when the Collateral Obligation was purchased; provided, further, that with respect to any Collateral ObligationObligation that is a Multiple of Recurring Revenue Loan, if the Revenue of the Obligor of such Multiple of Recurring Revenue Loan has declined by at least 40% since such Multiple of Recurring Revenue Loan was acquired by the Borrower or the related Obligor’s last quarter annualized Revenue is less than $10,000,000 calculated using the most recent financial information of such Obligor received by the Borrower (or otherwise available to the Borrower with respect to such Obligor), then the Borrower shall not be able to dispute the Facility Agent’s reassignment. ; provided that, the Agent mayBorrower may not use for such purposes an existing valuation of such Disputable Collateral Obligation. Once a new Discount Factor is determined by an Approved Valuation Firm in accordance with this clause (c), in its sole discretion, re-determine then the Discount Factor of such Disputable Collateral Obligation shall be the Discount Factor determined by such Approved Valuation Firm in accordance with this Section 2.7(c). (d) The Borrower (or the Servicer on behalf of the Borrower) may request that the Discount Factor be increased for any Collateral Obligation with respect theretoto which (i) the Discount Factor was assigned a value below 100% by the Facility Agent; or (ii) the Discount Factor was decreased by the Facility Agent following the occurrence of a Revaluation Event. (e) Notwithstanding the foregoing or anything herein to the contrary, the Discount Factor of a Delayed Reporting Obligation shall not be amended by the Facility Agent (other than pursuant to clause (d) above so long as) if (xi) no other Revaluation Event with respect to such Delayed Reporting Obligation has occurred,; (yii) the Servicer provides and continues to provide a certification in each financial reporting package with respect to such Delayed Reporting Obligation that (ix) the failure to deliver the applicable audit results is due to technical or administrative delay related to the audit or delay on the part of the related auditor and not due to any deterioration in the credit quality or extended review of the credit quality of such Delayed Reporting Obligation or the related Obligor, and (iiy) the related Obligor is not considered defaulted pursuant to the Servicer’s internal policies; and (ziii) the related Obligor continues to prepare and deliver financial reporting packages as required under the Underlying Instruments and such financial reporting packages are provided to the Facility Agent in accordance with this Agreement, (iii) the related Obligor of such Delayed Reporting Obligation has not increased leverage since the applicable Delayed Reporting Date and (iv) such Delayed Reporting Obligation is not on the Servicer’s watch-list.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible such Collateral Obligation. (and will provide written notice of such Discount Factor to the Servicer); provided, that, in connection with assigning a Discount Factor for any Collateral Obligation, the Facility Agent shall take into account whether the Purchase Price with respect to such Collateral Obligation already reflects any market discount so as to avoid duplication. (which percentage may not b) Upon the occurrence of a Revaluation Event with respect to any Collateral Obligation that is a Broadly Syndicated Loan (other than a DB Sole Discretion Trigger), the Discount Factor shall be greater adjusted to equal the lesser of (x) the initial Purchase Price for such Collateral Obligation and (y) the Observable Market Price for such Collateral Obligation. (c) (b) If, but only if,Upon the occurrence of a Revaluation Event occurs with respect to any Collateral Obligation that is a Middle Market Loan (other than 100%) will be determined by a DB Sole Discretion Trigger), the Facility Agent shall have the right to adjust the Discount Factor for such Collateral Obligation in its sole discretion in connection with the acquisition of such loan by providing written notice thereof to the Borrower. With respect to any Eligible Collateral Obligation that is , subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, dispute rights of the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event Borrower set forth in clause (fd) or below; provided, that in the event of a Revaluation Event pursuant to clause (gp) of the definition thereof occurs with respect to thereof, then (x) if such Collateral ObligationObligation was sold at a price (as a percentage of par) greater than 80%, then the Discount Factor may not of such Collateral Obligation shall be decreased to a price no less than the Revised Advance Rate. In price (as a percentage of par) at which the event that (x) an Eligible relevant portion of such Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event was sold and (y) if such Collateral Obligation was sold at a price (as a percentage of par) less than or equal 80%, the conditions that gave rise to Discount Factor of such prior Evaluation Event no longer applyCollateral Obligation may be amended by the Facility Agent, upon in its sole discretion. The Facility Agent will provide written notice from of the Borrower revised Discount Factor to the Borrower, the Collateral Agent (which and the Servicer. The Collateral Agent shall forward a copy of such notice shall include an updated Information Package for such Eligible Collateral Obligation andto each Agent. To the extent the Servicer has actual USActive 31637433.4 -65- knowledge or, pursuant to the extent available, any terms of the information referenced in clause (b)applicable Underlying Instruments, (c) (without has received notice of any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Revaluation Event set forth in clause (a) of the definition thereof with respect to any Collateral Obligation, the Servicer shall give prompt notice thereof to the Facility The Facility Agent maywill provide written notice of each revised Discount Factor to the Borrower, the Servicer, each Agent and the Collateral Agent (but, in any event, not longer than two Business Days after it receives notice or gains actual knowledge thereof). The Collateral Agent shall forward a copy of such notice to each Agent.. (d) With respect to not more than five (5) Middle Market Loans (and subject to the last sentence of this sub-section (d)) in any calendar quarter in respect of which the Facility Agent delivers notice to the Borrower of its sole discretionintent to adjust the Discount Factor in accordance with clause (c) above, the Borrower shall be permitted to dispute such adjusted Discount Factor by providing written notice thereof to the Facility Agent, in which case the Discount Factor shall instead be adjusted to equal the lowest of the following: (i) following the occurrence of a Revaluation Event, the value of such Collateral Obligation (expressed as a percentage of par) set forth in the most recent report of Duff & Xxxxxx or another Approved Valuation Firm delivered to the Parent, the Servicer or the Borrower with respect to such Collateral Obligation; (ii) the most recent value of such Collateral Obligation (expressed as a percentage of par) determined by the board of trustees of the Parent so long as the value is as of a date following the occurrence of the date of the related Revaluation Event; (iii) the initial Purchase Price of such Collateral Obligation; (iv) the par amount of such Collateral Obligation; and (v) the initial Discount Factor for such Collateral Obligation as of the related Cut-Off Date; provided, further, once an Approved Valuation Firm is selected with respect to any Eligible Collateral Obligation and the Borrower has provided the Facility Agent with notice of the exercise of its rights pursuant to this clause (d), such Approved Valuation Firm that has been selected with respect to such Eligible Collateral Obligation may not be changed without the prior written consent of the Facility Agent. Any such adjusted Discount Factor shall be re-determine calculated with respect to such Collateral Obligation at each 180-day interval thereafter in accordance with the immediately preceding sentence until the occurrence of a DB Sole Discretion Trigger with respect to such Collateral Obligation. Notwithstanding to above, the Borrower may not dispute any adjusted Discount Factor with respect theretoto a FILO Loan subject to a Revaluation Event pursuant to clause (g)(y) of the definition thereof so long as the adjusted Discount Factor determined by the Facility Agent hereunder results in the same treatment if such Loan were characterized as a Deemed Second Lien Loan.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral or in connection with an Asset Approval Request pursuant to clause (b) of the definition of Cut-Off Date, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clause (which percentage may not be greater than 100%b) will be determined by the Agent in its sole discretion in connection below. (b) If a Revaluation Event occurs with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion; provided that, subject to clause (e) below, if a Revaluation Event described in clause (c) of the definition thereof has occurred and the applicable Loan Party and/or Servicer has cured such Revaluation Event pursuant to the proviso in such Eligible clause (c), then the Discount Factor of the applicable Collateral Obligation shall only then be revised deemed to be the lower of (A) the available price or valuation (expressed as percentage of par) of not have been amended and no Revaluation Event with respect to such Eligible Collateral Obligation shall be deemed to have occurred. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower and the Servicer. To the extent the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall give prompt notice thereof to the Facility Agent (but, in any event, not later than three Business Days after it receives notice or gains actual knowledge thereof); provided that the Facility Agent may not amend the Discount Factor of a Collateral Obligation which has been assigned a Discount Factor by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event Firm as set forth in clause (c) below unless a subsequentSpecified Revaluation Event has occurred or the Leverage Multiple of such Collateral Obligation becomes more than 1.0x higher than the Leverage Multiple at the time such Discount Factor was assigned by the Approved Valuation Firm. (c) If the Discount Factor with respect to any Collateral Obligation assigned by the Facility Agent following Revaluation Events of the type set forth in clauses (b), (d), (e), (f) or (g) of the definition thereof occurs with respect pursuant to clause (b) above is below the initial Discount Factor assigned by the Facility Agent when such Collateral ObligationObligation was purchased and no priorSpecified Revaluation Event has occurred, then the Borrower may (at its own expense) retain an Approved Valuation Firm to determine (in accordance with the Valuation Standard) such Discount Factor may not be less than the Revised Advance Rate. In the event within sixty (60) days after re-assignment of such Discount Factor; provided, that (x) each determination by an Eligible Approved Valuation Firm of any Discount Factor shall be re-calculated, at the Borrower’s expense, every six (6) months after the date of such determination; provided that, (i) if the Leverage Multiple of such Collateral Obligation has experienced a downward is less than the Leverage Multiple at the time such Discount Factor revision due to a prior Evaluation Event and (y) was assigned by the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from Approved Valuation Firm then the Borrower may request the Facility Agent to waive the requirement of this clause (x) or (ii) with respect to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any occurrence of a Revaluation Event of the information referenced type set forth in clause (b), (c) (without any Effective LTV update) and (d) of the definition thereof, if the Leverage Multiple of Asset Approval Request)such Collateral Obligation does not exceed the Leverage Multiple at the time the Approved Valuation Firm determined the Discount Factor, then (1) the Agent requirement of this clause (x) shall in its reasonable discretion revise such be suspended and (2) the Discount Factor upward. Notwithstanding of such Collateral Obligation shall be the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence lower of an Evaluation Event set forth in clause (a) the Discount Factor determined by the Approved Valuation Firm and (b) the value (expressed as a percentage of par) of the definition thereof Collateral Obligation that was determined in accordance with any internal valuation performed for any private funds of the Servicer or any of its affiliates, (y) once an Approved Valuation Firm is selected with respect to any Eligible Collateral Obligation and the Borrower has provided the Facility Agent with notice of the exercise of its rights pursuant to this clause (c), such Approved Valuation Firm that has been selected with respect to such Eligible Collateral Obligation may not be changed without the prior written consent of the Facility Agent and (z) unless otherwise consented to by the Facility Agent, the Borrower may not utilize any valuation previously provided by an Approved Valuation Firm for another entity managed by the Servicer or any of its Affiliates; provided, further, that the re-calculated Discount Factor shall not be greater than the initial Discount Factor assigned by the Facility Agent when the Collateral Obligation was purchased; provided, further, that with respect to any Collateral ObligationObligation that is a Multiple of Recurring Revenue Loan, if the Agent mayRevenue of the Obligor of such Multiple of Recurring Revenue Loan has declined by at least 40% since such Multiple of Recurring Revenue Loan was acquired by the Borrower or the related Obligor’s last quarter annualized Revenue is less than $10,000,000 calculated using the most recent financial information of such Obligor received by the Borrower (or otherwise available to the Borrower with respect to such Obligor), in its sole discretion, re-determine then the Borrower shall not be able to dispute the Facility Agent’s reassignment. (d) The Borrower (or the Servicer on behalf of the Borrower) may request that the Discount Factor be increased for any Collateral Obligation with respect theretoto which (i) the Discount Factor was assigned a value below 100% by the Facility Agent; or (ii) the Discount Factor was decreased by the Facility Agent following the occurrence of a Revaluation Event. (e) Notwithstanding the foregoing, the Discount Factor of a Delayed Reporting Obligation shall not be amended by the Facility Agent other than pursuant to clause (d) above so long as (x) no other Revaluation Event with respect to such Delayed Reporting Obligation has occurred, (y) the Servicer provides and continues to provide a certification in each financial reporting package with respect to such Delayed Reporting Obligation that (i) the failure to deliver the applicable audit results is due to technical or administrative delay related to the audit or delay on the part of the related auditor and not due to any deterioration in the credit quality or extended review of the credit quality of such Delayed Reporting Obligation or the related Obligor, (ii) the related Obligor is not considered defaulted pursuant to the Servicer’s internal policies and (z) the related Obligor continues to prepare and deliver financial reporting packages as required under the Underlying Instruments and such financial reporting packages are provided to the Facility Agent in accordance with this Agreement, (iii) the related Obligor of such Delayed Reporting Obligation has not increased leverage since the applicable Delayed Reporting Date and (iv) such Delayed Reporting Obligation is not on the Servicer’s watch-list.

Calculation of Discount Factor. The initial Discount Factor for (a) In connection with the purchase of each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined and prior to such Collateral Obligation being purchased by the Agent Borrower and included in its sole discretion the Collateral or in connection with the acquisition of circumstances described in clause (c) below, the Facility Agent will assign (in its sole discretion) a Discount Factor for such loan by the Borrower. With Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clause (b) below; provided that solely with respect to any Eligible Specified Collateral Obligation that is subject to an Evaluation Event solely and to which solely as of the Agent has not assigned a new Advance Rate pursuant to Section 2.8related Cut-Off Date, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised deemed to be the lower of 100%. (Ab) the available price or valuation If a Revaluation Event (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation other than a Revaluation Event set forth in clause (fm) of the definition thereof) occurs with respect to any Collateral Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion; provided that the Borrower may dispute the Discount Factor and at the expense of the Borrower elect to retain an Approved Valuation Firm to determine the Discount Factor no later than sixty (60) days after such assignment by the Facility Agent and in accordance with the Valuation Standard; provided, further, that if the Facility Agent disputes the determination of the Discount Factor by such Approved Valuation Firm, the Facility Agent may at the expense of the Borrower for up to two (2) Collateral Obligations and at the expense of the Facility Agent thereafter elect to retain a different Approved Valuation Firm to determine the Discount Factor in accordance with the Valuation Standard, which resultant Discount Factor will not be subject to any further dispute and shall be based on the average of the valuations provided by the Approved Valuation Firms but in no event shall exceed the lower of (i) the Purchase Price and (ii) the Principal Balance of such Collateral Obligation; provided, further, that the Borrower shall not at any time retain a different Approved Valuation Firm to determine a different Discount Factor for the same Collateral Obligation; provided, further, that any and all determinations by any Approved Valuation Firm of the Discount Factor shall be re-calculated, at the Borrower’s sole expense, every six (6) months after the date of such initial determination; provided, further, that the foregoing dispute right shall apply only to any Revaluation Event that has occurred with respect to Enterprise Value Assets, Asset Based Obligations, and Multiple of Recurring Revenue Loans that each meet all of the following criteria: (w) is a First Lien Loan or a Senior Secured Bond, (x) with respect to any Asset Based Obligation, does not have intellectual property in its borrowing base, (y) is not a Life Sciences Loan, and (z) with respect to any Multiple of Recurring Revenue Loan, (1) has a last quarter annualized Revenue of at least $50,000,000 and (2) the Debt-to-Recurring-Revenue Ratio has not increased by more than 30% from the Debt-to-Recurring-Revenue Ratio that was approved by the Facility Agent in its sole discretion. (c) If any additional Revaluation Event occurs with respect to any Collateral Obligation or (i) the Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) with respect to such Collateral Obligation becomes (x) more than 2.00x higher than the applicable Original Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) and is greater than 8.00x total (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) or (gy) more than 3.00x higher than the applicable Original Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower), (ii) the Effective LTV of any Asset Based Obligation increases by more than an amount equal to 15% of the Original Effective LTV of such Asset Based Obligation or (iii) any Multiple of Recurring Revenue Loan has a Debt-to-Recurring-Revenue Ratio that exceeds 3.50x, in each case the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion, and the Borrower may not dispute such Discount Factor. (d) The Facility Agent will provide written notice of the revised Discount Factor to the Borrower, the Servicer and the Collateral Agent (and, upon written request from the Facility Agent, the Collateral Agent shall provide such notice to each Agent). To the extent a Responsible Officer of the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall give prompt notice thereof to the Facility Agent and the Collateral Agent (but, in any event, not later than two (2) Business Days after it receives notice or a Responsible Officer of the Servicer gains actual knowledge thereof). Upon written request from the Facility Agent, the Collateral Agent shall forward a copy of such notice to each Agent. (e) If a Revaluation Event specified in clause (m) of the definition thereof occurs with respect to such any Collateral Obligation, then the Discount Factor may not of such Collateral Obligation shall be less than the Revised Advance Rate. In the event that lower of (x) an Eligible the Discount Factor of such Collateral Obligation has experienced a downward Discount Factor revision due immediately prior to a prior Evaluation the occurrence of such Revaluation Event and (y) the conditions that gave Market Value of such Collateral Obligation. (f) If the circumstances giving rise to such prior Evaluation any Revaluation Event no longer applywith regard to any Collateral Obligation cease to be applicable, upon the Servicer may provide written notice from the Borrower of such changed circumstance to the Facility Agent (which notice and each Agent, and if no Revaluation Event shall include an updated Information Package then be continuing for such Eligible Collateral Obligation, the Facility Agent may assign a new Discount Factor for such Collateral Obligation and, to the extent available, any of the information referenced in clause (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable sole discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Event as set forth in clause (a) of the definition thereof with respect to any Collateral Obligation, the Agent may, in its sole discretion, re-determine the Discount Factor with respect theretoabove.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral or in connection with the circumstances described in clause (c) below, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clause (which percentage may not b) below.; provided that, with respect to any Collateral Obligation that is a Non-Revalued Broadly Syndicated Loan, the Discount Factor of such Collateral Obligation shall be greater than 100%) will be determined the Market Value of such Non-Revalued Broadly Syndicated Loan unless otherwise directed by the Facility Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation, then the Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause discretion. (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be If a percentage greater than 100%; provided that following the occurrence of an Evaluation Revaluation Event set forth in clause (a) of the definition thereof occurs with respect to any Collateral Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion; provided that the Borrower may dispute the Discount Factor and at the expense of the Borrower elect to retain an Approved Valuation Firm to determine the Discount Factor no later than sixty (60) days after such assignment by the Facility Agent mayand in accordance with the Valuation Standard; provided, further, that if the Facility Agent disputes the determination of the Discount Factor by such Approved Valuation Firm, the Facility Agent may at the expense of the Borrower for up to two (2) Collateral Obligations and at the expense of the Facility Agent thereafter elect to retain a different Approved Valuation Firm to determine the Discount Factor in accordance with the Valuation Standard; provided, further, that the Borrower shall not at any time retain a different Approved Valuation Firm to determine a different Discount Factor for the same Collateral Obligation; provided, further, that any and all determinations by any Approved Valuation Firm of the Discount Factor shall be re-calculated, at the Borrower’s sole expense, every six (6) months after the date of such initial determination. If any additional Revaluation Event occurs with respect to any Collateral Obligation or the Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) with respect to such Collateral Obligation becomes (i) more than 2.00x higher than the applicable Original Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) and is greater than 8.00x total (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) or (ii) more than 3.00x higher than the applicable Original Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower), the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion, re-determine and the Borrower may not dispute such Discount Factor. The Discount Factor (determined as the lower of (x) the Purchase Price paid by the Borrower for such Collateral Obligation and (y) the outstanding principal balance of such Collateral Obligation) shall be recalculated (by the Facility Agent) based on the average of the valuations provided by the Approved Valuation Firms. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower, the Servicer and the Collateral Agent and each Agent. To the extent a Responsible Officer of the Servicer has actual knowledge or has received notice of any Revaluation Event with respect theretoto any Collateral Obligation, the Servicer shall give prompt notice thereof to the Facility Agent and the Collateral Agent (but, in any event, not later than two (2) Business Days after it receives notice or a Responsible Officer of the Servicer gains actual knowledge thereof). (c) If the circumstances giving rise to any Revaluation Event with regard to any Collateral Obligation cease to be applicable, the Servicer may provide written notice of such changed circumstance to the Facility Agent and each Agent, and if no Revaluation Event shall then be continuing for such Collateral Obligation, the Facility Agent may assign a new Discount Factor for such Collateral Obligation in its sole discretion as set forth in clause (a) above.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation, then the Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause . (b)) If, (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request)but only if, the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Revaluation Event set forth in clause (a) of the definition thereof occurs with respect to any Collateral Obligation, the Agent mayDiscount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion, resubject to the Investment Manager’s dispute rights set forth in this Section 2.7(b). The Facility Agent will provide written notice of the revised Discount Factor to the Borrower, the Collateral Agent and the Investment Manager. The Collateral Agent shall forward a copy of such notice to each Agent. To the extent the Investment Manager has actual knowledge or, pursuant to the terms of the applicable Underlying Instruments, has received notice of any Revaluation Event with respect to any Collateral Obligation, the Investment Manager shall give prompt notice thereof to the Facility Agent and the Collateral Agent (but, in any event, not longer than two Business Days after it receives notice or gains actual knowledge thereof). The Collateral Agent shall forward a copy of such notice to each Agent. So long as (i) the then-current Leverage Multiple with respect to the Collateral Obligation subject to such Revaluation Event is no more than 2.00x higher than the related Original Leverage Multiple, (ii) such Collateral Obligation was not previously subject to a Revaluation Event and (iii) such Collateral Obligation is not a Defaulted Collateral Obligation pursuant to clause (a) or (b) of the definition thereof, the Investment Manager may dispute the Discount Factor determined by the Facility Agent and at the expense of the Borrower shall retain an Approved Valuation Firm to determine the Discount Factor no later than sixty (60) days after the date of such initial determination by the Facility Agent (any such determination not to exceed the least of (x) the Purchase Price paid by the Borrower for such Collateral Obligation, (y) the outstanding Principal Balance of such Collateral Obligation and (z) any Discount Factor or haircut (including due to synthetic tranching) that the Facility Agent assigned pursuant to Section 2.7(a) or otherwise in the related Approval Notice). If the Facility Agent disputes the Discount Factor determined by the Borrower’s Approved Valuation Firm in good faith based on its reasonable judgment, the Facility Agent may at the expense of the Borrower elect to retain a different Approved Valuation Firm to determine the Discount Factor in accordance with the Valuation Standard. In either case, the Discount Factor determined by the Facility Agent shall apply during the process of any such dispute. Any determination by any Approved Valuation Firm of the Discount Factor after a Revaluation Event shall be re-calculated every six (6) months after the date of such initial determination until the Borrower provides notice pursuant to clause (d) below that such Revaluation Event is no longer continuing. If any additional Revaluation Event occurs with respect theretoto any Collateral Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion and there shall be no right to dispute such determination. In the event more than one Discount Factor has been determined by Approved Valuation Firms for any Collateral Obligation in accordance with this clause (b), the Discount Factor for such Collateral Obligation shall be recalculated by the Facility Agent as the average of the valuations provided by all such Approved Valuation Firms (such determination not to exceed the least of (x) the Purchase Price paid by the Borrower for such Collateral Obligation, (y) the outstanding Principal Balance of such Collateral Obligation and (z) any Discount Factor or haircut (including due to synthetic tranching) that the Facility Agent assigned pursuant to Section 2.7(a) or otherwise in the related Approval Notice). (c) The Facility Agent will provide written notice of each revised Discount Factor to the Borrower, the Investment Manager, each Agent and the Collateral Agent. (d) Upon notice from the Borrower to the Facility Agent that a Revaluation Event has been cured, the Facility Agent, in its sole discretion, shall revise the Discount Factor to revert to the Discount Factor prevailing immediately prior to the occurrence of the relevant Revaluation Event if the Facility Agent, in its reasonable discretion, is satisfied that such Revaluation Event has been cured.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral or in connection with an Asset Approval Request pursuant to clause (b) of the definition of Cut-Off Date, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clause (which percentage may not be greater than 100%b) will be determined by the Agent in its sole discretion in connection below. (b) If a Revaluation Event occurs with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8Obligation, the Discount Factor applicable to of such Eligible Collateral Obligation may be amended by the Facility Agent, in its sole discretion. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower and the Servicer. To the extent the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall only then be revised give prompt notice thereof to be the lower Facility Agent (but, in any event, not later than three Business Days after it receives notice or gains actual knowledge thereof); provided that the Facility Agent may not amend the Discount Factor of (A) the available price or valuation (expressed as percentage of par) of such Eligible a Collateral Obligation (provided which has been assigned a Discount Factor by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event Firm as set forth in clause (c) below unless a subsequent Revaluation Event has occurred or the Leverage Multiple of such Collateral Obligation becomes more than 1.0x higher than the Leverage Multiple at the time such Discount Factor was assigned by the Approved Valuation Firm. (c) If the Discount Factor with respect to any Collateral Obligation assigned by the Facility Agent following Revaluation Events of the type set forth in clauses (b), (d), (e), (f) or (g) of the definition thereof occurs pursuant to clause (b) above is below the initial Discount Factor assigned by the Facility Agent when such Collateral Obligation was purchased and no prior Revaluation Event has occurred, then the Borrower may (at its own expense) retain an Approved Valuation Firm to determine (in accordance with the Valuation Standard) such Discount Factor within sixty (60) days after re-assignment of such Discount Factor; provided, that (x) each determination by an Approved Valuation Firm of any Discount Factor shall be re-calculated, at the Borrower’s expense, every six (6) months after the date of such determination and (y) once an Approved Valuation Firm is selected with respect to any Eligible Collateral Obligation and the Borrower has provided the Facility Agent with notice of the exercise of its rights pursuant to this clause (c), such Approved Valuation Firm that has been selected with respect to such Eligible Collateral Obligation, then the Discount Factor Obligation may not be less changed without the prior written consent of the Facility Agent; provided, further, that the re-calculated Discount Factor shall not be greater than the Revised Advance Rate. In initial Discount Factor assigned by the event that (x) an Eligible Facility Agent when the Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions was purchased; provided, further, that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Event set forth in clause (a) of the definition thereof with respect to any Collateral ObligationObligation that is a Multiple of Recurring Revenue Loan, if the Agent may, in its sole discretion, re-determine Revenue of the Discount Factor Obligor of such Multiple of Recurring Revenue Loan has declined by at least 40% since such Multiple of Recurring Revenue Loan was acquired by the Borrower or the related Obligor’s last quarter annualized Revenue is less than $10,000,000 calculated using the most recent financial information of such Obligor received by the Borrower (or otherwise available to the Borrower with respect theretoto such Obligor), then the Borrower shall not be able to dispute the Facility Agent’s reassignment.

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral, the Administrative Agent will assign (in its sole discretion) a Discount Factor for each Eligible Collateral Obligation (which percentage may not be greater than 100%) will be determined by the Agent in its sole discretion in connection with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8, the Discount Factor applicable to such Eligible Collateral Obligation shall only then be revised to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) of the definition thereof occurs with respect to such Collateral Obligation; provided, then the Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions that gave rise to such prior Evaluation Event no longer applythat, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding shall not exceed the above, in no case shall any Discount Factor be a percentage greater than lesser of (i) the Purchase Price or (ii) 100%; provided that following the occurrence of an Evaluation Event set forth in clause (a) % of the definition thereof par value of each such Collateral Obligation. (b) If a Revaluation Event occurs with respect to any Collateral Obligation, the Agent mayDiscount Factor of such Collateral Obligation may be amended by the Administrative Agent, in its sole discretion. The Administrative Agent will provide written notice of the revised Discount Factor to the Borrower, the Collateral Agent, each Lender (via the Collateral Agent’s Website) and the Servicer. To the extent the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall give prompt notice thereof to the Administrative Agent. EXHIBIT A TO AMENDMENT NO. 56 (c) If the circumstances giving rise to any Revaluation Event with regard to any Collateral Obligation cease to be applicable, the Servicer may provide written notice of such changed circumstance to the Administrative Agent, and if no Revaluation Event shall then be continuing for such Collateral Obligation, the Administrative Agent shall in good faith re-determine evaluate the Discount Factor for such Collateral Obligation; provided that the Discount Factor shall not exceed the Discount Factor previously assigned to such Collateral Obligation pursuant to clause (a) above. (d) Within ten Business Days following receipt of notice of a Revaluation Event, Lenders holding Commitments aggregating more than 50% of all Commitments (excluding the Commitment of DBNY or its Affiliates) (each such Lender, a “Dissenting Lender”) may request the Servicer to solicit a determination by a Valuation Firm selected by the Servicer of a revised Discount Factor for such Collateral Obligation; provided that for so long as any one Lender holds 50% or more of all Commitments (excluding the Commitment of DBNY and its Affiliates), then “Dissenting Lenders” shall be any two or more Lenders; provided, further, that, the right to make such request of the Servicer may not be exercised by the Lenders more than five (5) times in any 12-month period. If the selected Valuation Firm’s calculation of such Discount Factor is lower than the revised Discount Factor (if any) assigned by the Administrative Agent to such Collateral Obligation, such calculation shall supersede the Discount Factor assigned by the Administrative Agent pursuant to Section 2.7(a) or (b) and become the Discount Factor for such Collateral Obligation until such time as a further revised Discount Factor is assigned to such Collateral Obligation in accordance with respect theretoSection 2.7(b) or 2.7(c).

Calculation of Discount Factor. The initial (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral or in connection with an Asset Approval Request pursuant to clause (b) of the definition of Cut-Off Date, the Facility Agent will assign (in its sole discretion) a Discount Factor for each Eligible such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clause (which percentage may not be greater than 100%b) will be determined by the Agent in its sole discretion in connection below. (b) If a Revaluation Event occurs with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Agent has not assigned a new Advance Rate pursuant to Section 2.8Obligation, the Discount Factor applicable to of such Eligible Collateral Obligation may be amended by the Facility Agent, in its sole discretion. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower and the Servicer. To the extent the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall only then be revised give prompt notice thereof to be the lower Facility Agent (but, in any event, not later than three Business Days after it receives notice or gains actual knowledge thereof); provided that the Facility Agent may not amend the Discount Factor of (A) the available price or valuation (expressed as percentage of par) of such Eligible a Collateral Obligation (provided which has been assigned a Discount Factor by an Approved Valuation Agent selected by the Borrower) and (B) the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event Firm as set forth in clause (c) below unless a subsequent Revaluation Event has occurred or the Leverage Multiple of such Collateral Obligation becomes more than 1.0x higher than the Leverage Multiple at the time such Discount Factor was assigned by the Approved Valuation Firm. (c) If the Discount Factor with respect to any Collateral Obligation assigned by the Facility Agent following Revaluation Events of the type set forth in clauses (b), (d), (e), (f) or (g) of the definition thereof occurs pursuant to clause (b) above is below the initial Discount Factor assigned by the Facility Agent when such Collateral Obligation was purchased and no prior Revaluation Event has occurred, then the Borrower may (at its own expense) retain an Approved Valuation Firm to determine (in accordance with the Valuation Standard) such Discount Factor within sixty (60) days after re-assignment of such Discount Factor; provided, that (x) each determination by an Approved Valuation Firm of any Discount Factor shall be re-calculated, at the Borrower’s expense, every six (6) months after the date of such determination, (y) once an Approved Valuation Firm is selected with respect to any Eligible Collateral Obligation and the Borrower has provided the Facility Agent with notice of the exercise of its rights pursuant to this clause (c), such Approved Valuation Firm that has been selected with respect to such Eligible Collateral Obligation, then the Discount Factor Obligation may not be less changed without the prior written consent of the Facility Agent and (z) the Borrower may not utilize any valuation previously provided by an Approved Valuation Firm for another entity managed by the Servicer or any of its Affiliates; provided, further, that the re-calculated Discount Factor shall not be greater than the Revised Advance Rate. In initial Discount Factor assigned by the event that (x) an Eligible Facility Agent when the Collateral Obligation has experienced a downward Discount Factor revision due to a prior Evaluation Event and (y) the conditions was purchased; provided, further, that gave rise to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Event set forth in clause (a) of the definition thereof with respect to any Collateral ObligationObligation that is a Multiple of Recurring Revenue Loan, if the Agent may, in its sole discretion, re-determine Revenue of the Discount Factor Obligor of such Multiple of Recurring Revenue Loan has declined by at least 40% since such Multiple of Recurring Revenue Loan was acquired by the Borrower or the related Obligor’s last quarter annualized Revenue is less than $10,000,000 calculated using the most recent financial information of such Obligor received by the Borrower (or otherwise available to the Borrower with respect theretoto such Obligor), then the Borrower shall not be able to dispute the Facility Agent’s reassignment.

Calculation of Discount Factor. (a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower and included in the Collateral, the Facility Agent will assign (in its sole discretion) a Discount Factor for such Collateral Obligation (and will provide written notice of such Discount Factor to the Servicer); provided, that, in connection with assigning a Discount Factor for any Collateral Obligation, the Facility Agent shall take into account whether the Purchase Price with respect to such Collateral Obligation already reflects any market discount so as to avoid duplication. (b) Upon the occurrence of a Revaluation Event with respect to any Collateral Obligation that is a Broadly Syndicated Loan (other than a DB Sole Discretion Trigger), the Discount Factor shall be adjusted to equal the lesser of (x) the initial Purchase Price for such Collateral Obligation and (y) the Observable Market Price for such Collateral Obligation. (c) Upon the occurrence of a Revaluation Event with respect to any Collateral Obligation that is a Middle Market Loan (other than a DB Sole Discretion Trigger), the Facility Agent shall have the right to adjust the Discount Factor for such Collateral Obligation in its sole discretion by providing written notice thereof to the Borrower, subject to the dispute rights of the Borrower set forth in clause (d) below; provided, that in the event of a Revaluation Event pursuant to clause (p) of the definition thereof, then (x) if such Collateral Obligation was sold at a price (as a percentage of par) greater than 80%, the Discount Factor of such Collateral Obligation shall be decreased to a price no less than the price (as a percentage of par) at which the relevant portion of such Collateral Obligation was sold and (y) if such Collateral Obligation was sold at a price (as a percentage of par) less than or equal 80%, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent in its sole discretion. The Collateral Agent shall forward a copy of such notice to each Agent. The Facility Agent will provide written notice of each revised Discount Factor to the Borrower, the Servicer, each Agent and the Collateral Agent. (d) With respect to not more than five (5) Middle Market Loans (and subject to the last sentence of this sub-section (d)) in any calendar quarter in respect of which the Facility Agent delivers notice to the Borrower of its intent to adjust the Discount Factor in accordance with clause (c) above, the Borrower shall be permitted to dispute such adjusted Discount Factor by providing written notice thereof to the Facility Agent, in which case the Discount Factor shall instead be adjusted to equal the lowest of the following: (i) following the occurrence of a Revaluation Event, the value of such Collateral Obligation (expressed as a percentage of par) set forth in the most recent report of Duff & Xxxxxx or another Approved Valuation Firm delivered to the Parent, the Servicer or the Borrower with respect to such USActive 57084911.14 -62- Collateral Obligation; (ii) the most recent value of such Collateral Obligation (expressed as a percentage of par) determined by the board of trustees of the Parent so long as the value is as of a date following the occurrence of the date of the related Revaluation Event; (iii) the initial Purchase Price of such Collateral Obligation; (iv) the par amount of such Collateral Obligation; and (v) the initial Discount Factor for each Eligible such Collateral Obligation (which percentage may not be greater than 100%) will be determined by as of the Agent in its sole discretion in connection related Cut-Off Date; provided, further, once an Approved Valuation Firm is selected with the acquisition of such loan by the Borrower. With respect to any Eligible Collateral Obligation that is subject to an Evaluation Event and to which the Borrower has provided the Facility Agent has not assigned a new Advance Rate with notice of the exercise of its rights pursuant to Section 2.8this clause (d), the Discount Factor applicable such Approved Valuation Firm that has been selected with respect to such Eligible Collateral Obligation may not be changed without the prior written consent of the Facility Agent. Any such adjusted Discount Factor shall only then be revised re-calculated with respect to be the lower of (A) the available price or valuation (expressed as percentage of par) of such Eligible Collateral Obligation (provided by an Approved Valuation Agent selected by at each 180-day interval thereafter in accordance with the Borrower) and (B) immediately preceding sentence until the Discount Factor applicable to such Eligible Collateral Obligation immediately prior to such Evaluation Event; provided that, if an Evaluation Event set forth in clause (f) or (g) occurrence of the definition thereof occurs a DB Sole Discretion Trigger with respect to such Collateral Obligation. Notwithstanding to above, then the Borrower may not dispute any adjusted Discount Factor may not be less than the Revised Advance Rate. In the event that (x) an Eligible Collateral Obligation has experienced a downward Discount Factor revision due with respect to a prior Evaluation FILO Loan subject to a Revaluation Event and (y) the conditions that gave rise pursuant to such prior Evaluation Event no longer apply, upon written notice from the Borrower to the Agent (which notice shall include an updated Information Package for such Eligible Collateral Obligation and, to the extent available, any of the information referenced in clause (b), (c) (without any Effective LTV update) and (d) of the definition of Asset Approval Request), the Agent shall in its reasonable discretion revise such Discount Factor upward. Notwithstanding the above, in no case shall any Discount Factor be a percentage greater than 100%; provided that following the occurrence of an Evaluation Event set forth in clause (ag)(y) of the definition thereof so long as the adjusted Discount Factor determined by the Facility Agent hereunder results in the same treatment if such Loan were characterized as a Deemed Second Lien Loan. (e) Upon the occurrence of a DB Sole Discretion Trigger with respect to any Collateral Obligation, the Facility Agent may, shall have the right to adjust the Discount Factor for such Collateral Obligation in its sole discretion, re-determine discretion by providing written notice thereof to the Borrower. The Collateral Agent shall forward a copy of such notice to each Agent. The Facility Agent will provide written notice of each revised Discount Factor to the Borrower, the Servicer, each Agent and the Collateral Agent. (f) Notwithstanding anything above to the contrary, the Servicer shall not dispute a Revaluation Event that has occurred for any Recurring Revenue Collateral Obligation. (g) All fees and expenses in connection with respect theretothis Section 2.7 are to be paid by the Borrower in accordance with Section 17.4.