Common use of Purchase and Sale Transactions; Brokerage Clause in Contracts

Purchase and Sale Transactions; Brokerage. (a) The Loan Obligation Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the Assets, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Securities, it being understood that the Loan Obligation Manager has no obligation to obtain the lowest prices available. Subject to the objective of obtaining best prices and executions, the Loan Obligation Manager may take into consideration all factors the Loan Obligation Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Loan Obligation Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Loan Obligation Manager and/or its Affiliates. In addition, subject to the objective of obtaining best prices and executions, the Loan Obligation Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Loan Obligation Manager of any benefit to the Issuer is subjective and represents the Loan Obligation Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. The Loan Obligation Manager may aggregate sales and purchase orders of securities placed with respect to the Assets with similar orders being made simultaneously for other accounts managed by the Loan Obligation Manager or with accounts of the Affiliates of the Loan Obligation Manager if, in the Loan Obligation Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Loan Obligation Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Loan Obligation Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Loan Obligation Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Loan Obligation Manager’s other clients, the amount of capital available, the Eligibility Criteria set forth in the Indenture and in any governing documents relating to the Loan Obligation Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Loan Obligation Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Loan Obligation Manager with respect to the price or size of positions obtainable or saleable. All purchases and sales of Eligible Investments and Loan Obligations by the Loan Obligation Manager on behalf of the Issuer shall be conducted in compliance with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Loan Obligation Manager shall cause any purchase or sale of any Loan Obligation or Eligible Investment to be conducted on an arm’s-length basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Loan Obligations by the Loan Obligation Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Loan Obligation Manager) in a manner contemplated by the Offering Memorandum, dated August 7, 2017, related to the Notes (or any supplement thereto) are hereby approved. Notwithstanding the foregoing or anything to contrary contained herein or in the Indenture, in no event shall the Loan Obligation Manager purchase or sell an Eligible Investment or a Loan Obligation for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) The Loan Obligation Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Loan Obligation Manager or any of its Affiliates, acting as principal (any such transaction, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (and excluding) the Closing Date, other than (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indenture, may be effected only (i) upon disclosure to and with the prior consent of an advisory committee containing at least one member independent from the Loan Obligation Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that such transaction is on terms substantially as favorable to the Issuer as would be the case if a such transaction were effected with Persons not so affiliated with the Loan Obligation Manager or any of its Affiliates and (ii) subject to a requirement that the purchase price in respect of any Loan Obligation acquired by the Issuer from a Seller pursuant to such a direct trade may not exceed the Principal Balance thereof plus accrued and unpaid interest thereon. The Advisory Committee, if any, shall be formed subject to the Advisory Committee Guidelines attached hereto as Exhibit A (the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Loan Obligation Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For avoidance of doubt, it is hereby understood and agreed by the parties hereto that no disclosure to, or consent of, the Advisory Committee shall be required with respect to (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.

Purchase and Sale Transactions; Brokerage. (a) The Loan Obligation Collateral Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the AssetsCollateral, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Securities, it being understood that the Loan Obligation Collateral Manager has no obligation to obtain the lowest prices available. Subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into consideration all factors the Loan Obligation Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Loan Obligation Collateral Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Loan Obligation Collateral Manager and/or its Affiliates. In addition, subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Loan Obligation Collateral Manager of any benefit to the Issuer is subjective and represents the Loan Obligation Collateral Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. The Loan Obligation Collateral Manager may aggregate sales and purchase orders of securities placed with respect to the Assets Collateral with similar orders being made simultaneously for other accounts managed by the Loan Obligation Collateral Manager or with accounts of the Affiliates of the Loan Obligation Collateral Manager if, in the Loan Obligation Collateral Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Loan Obligation Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Loan Obligation Collateral Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Loan Obligation Collateral Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Loan Obligation Collateral Manager’s other clients, the amount of capital available, the Eligibility Criteria and the Acquisition and Disposition Requirements set forth in the Indenture and in any governing documents relating to the Loan Obligation Collateral Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Loan Obligation Collateral Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Loan Obligation Collateral Manager with respect to the price or size of positions obtainable or saleable. All purchases and sales of Eligible Investments and Loan Obligations Collateral Interests by the Loan Obligation Collateral Manager on behalf of the Issuer shall be conducted in compliance with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Loan Obligation Collateral Manager shall cause any purchase or sale of any Loan Obligation Collateral Interest or Eligible Investment to be conducted on an arm’s-length basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Loan Obligations Collateral Interests by the Loan Obligation Collateral Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Loan Obligation Collateral Manager) in a manner contemplated by the Offering Memorandum, dated August 7February 14, 20172019, related to the Offered Notes (or any supplement thereto) are hereby approved. Notwithstanding the foregoing or anything to the contrary contained herein or in the Indenture, in no event shall the Loan Obligation Collateral Manager purchase or sell an Eligible Investment or a Loan Obligation Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) The Loan Obligation Collateral Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Loan Obligation Collateral Manager or any of its Affiliates, acting as principal or agent (any such transaction, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (and excluding) the Closing Date, other than (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indenture, may be effected only (i) upon disclosure to and with the prior consent of an the advisory committee containing at least one member independent from the Loan Obligation Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that such transaction is on terms (including, but not limited to, purchase price) substantially as favorable to the Issuer as would be the case if a such transaction were effected with Persons not so affiliated with the Loan Obligation Collateral Manager or any of its Affiliates and (ii) subject to a requirement that the purchase price in respect of any Loan Obligation Collateral Interest acquired by the Issuer from a Seller pursuant to such a direct trade may not exceed is equal to the Principal Balance thereof plus accrued and unpaid interest thereonfair market value of such Collateral Interest. The Advisory Committee, if any, shall be formed subject to the Advisory Committee Guidelines attached hereto as Exhibit A (the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Loan Obligation Collateral Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For avoidance of doubt, it is hereby understood and agreed by the parties hereto that no disclosure to, or consent of, the Advisory Committee shall be required with respect to to: (xi) until the Disposition Limitation Threshold has been met, (A) purchases of any Defaulted Collateral Interest or Credit Risk Collateral Interest by the Majority of Preferred Shareholders and (B) Credit Risk/Defaulted Obligation Collateral Interest Cash Purchases or NCP Cash Purchases of Credit Risk Collateral Interests; (ii) Credit Risk/Defaulted Collateral Interest Cash Purchases of Defaulted Collateral Interests and (yiii) sales of Assets Collateral in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.

Purchase and Sale Transactions; Brokerage. (a) The Loan Obligation Collateral Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the AssetsCollateral, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Securities, it being understood that the Loan Obligation Collateral Manager has no obligation to obtain the lowest prices available. Subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into consideration all factors the Loan Obligation Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Loan Obligation Collateral Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Loan Obligation Collateral Manager and/or its Affiliates. In addition, subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Loan Obligation Collateral Manager of any benefit to the Issuer is subjective and represents the Loan Obligation Collateral Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. The Loan Obligation Collateral Manager may aggregate sales and purchase orders of securities placed with respect to the Assets Collateral with similar orders being made simultaneously for other accounts managed by the Loan Obligation Collateral Manager or with accounts of the Affiliates of the Loan Obligation Collateral Manager if, in the Loan Obligation Collateral Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Loan Obligation Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Loan Obligation Collateral Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Loan Obligation Collateral Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Loan Obligation Collateral Manager’s other clients, the amount of capital available, the Eligibility Criteria, the Acquisition Criteria and the Acquisition and Disposition Requirements set forth in the Indenture and in any governing documents or management or advisory agreements relating to the Loan Obligation Collateral Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Loan Obligation Collateral Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Loan Obligation Collateral Manager with respect to the price or size of positions obtainable or saleable. All purchases and sales of Eligible Investments and Loan Obligations Collateral Interests by the Loan Obligation Collateral Manager on behalf of the Issuer shall be conducted in compliance in all material respects with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Loan Obligation Collateral Manager shall cause any purchase or sale of any Loan Obligation Collateral Interest or Eligible Investment to be conducted on an arm’s-length basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Loan Obligations Collateral Interests by the Loan Obligation Collateral Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Loan Obligation Collateral Manager) in a manner contemplated by the Offering Memorandum, dated August 7November 3, 20172021, related to the Offered Notes (or any supplement thereto) are hereby approved. Notwithstanding the foregoing or anything to the contrary contained herein or in the Indenture, in no event shall the Loan Obligation Collateral Manager purchase or sell an Eligible Investment or a Loan Obligation Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) The Loan Obligation Collateral Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Loan Obligation Collateral Manager or any of its Affiliates, acting as principal or agent (any such transaction, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (and excluding) the Closing Date, other than (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indenture, may be effected only (i) upon disclosure to and with the prior consent of an the advisory committee containing at least one member independent from the Loan Obligation Collateral Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that (i) such transaction is on terms (including, but not limited to, purchase price) substantially as favorable to the Issuer as would be the case if a such transaction were effected with Persons not so affiliated with the Loan Obligation Collateral Manager or any of its Affiliates and (ii) subject to a requirement that the purchase price in respect of any Loan Obligation Collateral Interest acquired by the Issuer from a Seller pursuant to such a direct trade may not exceed is equal to the Principal Balance thereof plus accrued and unpaid interest thereonfair market value of such Collateral Interest. The Advisory Committee, if any, shall be formed subject to the Advisory Committee Guidelines attached hereto as Exhibit A (the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Loan Obligation Collateral Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For avoidance of doubt, it is hereby understood and agreed by the parties hereto that that, unless required by Section 206(3) of the Advisers Act, no disclosure to, or consent of, the Advisory Committee shall be required with respect to to: (xi) until the Disposition Limitation Threshold has been met, (A) purchases of any Defaulted Collateral Interest or Credit Risk Collateral Interest by the Majority of Preferred Shareholders and (B) Credit Risk/Defaulted Obligation Collateral Interest Cash Purchases; (ii) Credit Risk/Defaulted Collateral Interest Cash Purchases of Defaulted Collateral Interests; and (yiii) sales of Assets Collateral in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.

Purchase and Sale Transactions; Brokerage. (a) The Loan Obligation Collateral Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the AssetsCollateral, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Securities, it being understood that the Loan Obligation Collateral Manager has no obligation to obtain the lowest prices available. Subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into consideration all factors the Loan Obligation Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Loan Obligation Collateral Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Loan Obligation Collateral Manager and/or its Affiliates. In addition, subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Loan Obligation Collateral Manager of any benefit to the Issuer is subjective and represents the Loan Obligation Collateral Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. The Loan Obligation Collateral Manager may aggregate sales and purchase orders of securities placed with respect to the Assets Collateral with similar orders being made simultaneously for other accounts managed by the Loan Obligation Collateral Manager or with accounts of the Affiliates of the Loan Obligation Collateral Manager if, in the Loan Obligation Collateral Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Loan Obligation Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Loan Obligation Collateral Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Loan Obligation Collateral Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Loan Obligation Collateral Manager’s other clients, the amount of capital available, the Eligibility Criteria, the Acquisition Criteria and the Acquisition and Disposition Requirements, as applicable, set forth in the Indenture and in any governing documents or management agreements or advisory agreements relating to the Loan Obligation Collateral Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Loan Obligation Collateral Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Loan Obligation Collateral Manager with respect to the price or size of positions obtainable or saleable. All purchases and sales of Eligible Investments and Loan Obligations Collateral Interests by the Loan Obligation Collateral Manager on behalf of the Issuer shall be conducted in compliance with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Loan Obligation Collateral Manager shall cause any purchase or sale of any Loan Obligation Collateral Interest or Eligible Investment to be conducted on an arm’s-length basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Loan Obligations Collateral Interests by the Loan Obligation Collateral Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Loan Obligation Collateral Manager) in a manner contemplated by the Offering Memorandum, dated August 7March 25, 20172021, related to the Offered Notes (or any supplement thereto) are hereby approved. Notwithstanding the foregoing or anything to the contrary contained herein or in the Indenture, in no event shall the Loan Obligation Collateral Manager purchase or sell an Eligible Investment or a Loan Obligation Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) The Loan Obligation Collateral Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Loan Obligation Collateral Manager or any of its Affiliates, acting as principal or agent (any such transaction, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (and excluding) the Closing Date, other than (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indentureas described below, may be effected only (i) upon disclosure to and with the prior consent of an the advisory committee containing at least one member independent from the Loan Obligation Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that such transaction is on terms (including, but not limited to, purchase price) substantially as favorable to the Issuer as would be the case if a such transaction were effected with Persons not so affiliated with the Loan Obligation Collateral Manager or any of its Affiliates and (ii) subject to a requirement that the purchase price in respect of any Loan Obligation Collateral Interest acquired by the Issuer from a Seller pursuant to such a direct trade may not exceed is equal to the Principal Balance thereof plus accrued and unpaid interest thereonfair market value of such Collateral Interest. The Advisory Committee, if any, shall be formed in accordance with, and be subject to to, the Advisory Committee Guidelines attached hereto as Exhibit A (the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Loan Obligation Collateral Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For the avoidance of doubt, it is hereby understood and agreed by the parties hereto that no disclosure to, or consent of, the Advisory Committee shall be required with respect to to: (xi) until the Disposition Limitation Threshold has been met, (A) purchases of any Defaulted Collateral Interest or Credit Risk Collateral Interest by the Majority of Preferred Shareholders and (B) Credit Risk/Defaulted Obligation Collateral Interest Cash Purchases of Credit Risk Collateral Interests; (ii) Credit Risk/Defaulted Collateral Interest Cash Purchases of Defaulted Collateral Interests and (yiii) sales of Assets Collateral in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.

Purchase and Sale Transactions; Brokerage. (a) The Loan Obligation Collateral Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the AssetsCollateral, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Securities, it being understood that the Loan Obligation Collateral Manager has no obligation to obtain the lowest prices available. Subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into consideration all factors the Loan Obligation Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Loan Obligation Collateral Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Loan Obligation Collateral Manager and/or its Affiliates. In addition, subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Loan Obligation Collateral Manager of any benefit to the Issuer is subjective and represents the Loan Obligation Collateral Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. The Loan Obligation Collateral Manager may aggregate sales and purchase orders of securities placed with respect to the Assets Collateral with similar orders being made simultaneously for other accounts managed by the Loan Obligation Collateral Manager or with accounts of the Affiliates of the Loan Obligation Collateral Manager if, in the Loan Obligation Collateral Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Loan Obligation Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Loan Obligation Collateral Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Loan Obligation Collateral Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Loan Obligation Collateral Manager’s other clients, the amount of capital available, the Eligibility Criteria set forth in the Indenture and in any governing documents relating to the Loan Obligation Collateral Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Loan Obligation Collateral Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Loan Obligation Collateral Manager with respect to the price or size of positions obtainable or saleable. All purchases and sales of Eligible Investments and Loan Obligations Mortgage Loans by the Loan Obligation Collateral Manager on behalf of the Issuer shall be conducted in compliance with all applicable laws (including, without limitation, Section 206(3) of 206(3)of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Loan Obligation Collateral Manager shall cause any purchase or sale of any Mortgage Loan Obligation or Eligible Investment to be conducted on an arm’s-length arm’slength basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Loan Obligations Mortgage Loans by the Loan Obligation Collateral Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Loan Obligation Collateral Manager) in a manner contemplated by the Offering Memorandum, dated August 7December 4, 20172013, related to the Notes (or any supplement thereto) are hereby approved. Notwithstanding the foregoing or anything to contrary contained herein or in the Indenture, in no event shall the Loan Obligation Manager purchase or sell an Eligible Investment or a Loan Obligation for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) The Loan Obligation Collateral Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Loan Obligation Collateral Manager or any of its Affiliates, acting as principal (any such transactionor agent, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (only for so long as the Class A Notes are outstanding and excluding) the Closing Date, other than (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indenture, may be effected only (i) upon disclosure to and with the prior consent of an advisory committee containing at least one member independent from the Loan Obligation Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that such transaction is on terms substantially as favorable to the Issuer as would be the case if a such transaction were effected with Persons not so affiliated with the Loan Obligation Manager or any of its Affiliates and (ii) subject to a requirement that the purchase price in respect of any Loan Obligation acquired by the Issuer from a Seller pursuant to such a direct trade may not exceed the Principal Balance thereof plus accrued and unpaid interest thereon. The Advisory Committee, if any, shall be formed subject to the Advisory Committee Guidelines attached hereto as Exhibit Class A (Majority Holders right to disapprove the “Advisory Committee Guidelines”)acquisition of any Additional Mortgage Loan or Reinvestment Mortgage Loan under the Indenture. The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Loan Obligation Collateral Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For avoidance of doubt, it is hereby understood and agreed by the parties hereto that no disclosure to, or consent of, the Advisory Committee shall be required with respect to (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.

Purchase and Sale Transactions; Brokerage. (a) The Loan Obligation Collateral Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the AssetsCollateral, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Securities, it being understood that the Loan Obligation Collateral Manager has no obligation to obtain the lowest prices available. Subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into consideration all factors the Loan Obligation Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Loan Obligation Collateral Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Loan Obligation Collateral Manager and/or its Affiliates. In addition, subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Loan Obligation Collateral Manager of any benefit to the Issuer is subjective and represents the Loan Obligation Collateral Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. The Loan Obligation Collateral Manager may aggregate sales and purchase orders of securities placed with respect to the Assets Collateral with similar orders being made simultaneously for other accounts 00000000.3 managed by the Loan Obligation Collateral Manager or with accounts of the Affiliates of the Loan Obligation Collateral Manager if, in the Loan Obligation Collateral Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Loan Obligation Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Loan Obligation Collateral Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Loan Obligation Collateral Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Loan Obligation Collateral Manager’s other clients, the amount of capital available, the Eligibility Criteria, the Acquisition Criteria and the Acquisition and Disposition Requirements, as applicable, set forth in the Indenture and in any governing documents or management agreements or advisory agreements relating to the Loan Obligation Collateral Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Loan Obligation Collateral Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Loan Obligation Collateral Manager with respect to the price or size of positions obtainable or saleable. All purchases and sales of Eligible Investments and Loan Obligations Collateral Interests by the Loan Obligation Collateral Manager on behalf of the Issuer shall be conducted in compliance with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Loan Obligation Collateral Manager shall cause any purchase or sale of any Loan Obligation Collateral Interest or Eligible Investment to be conducted on an arm’s-length arm’s‑length basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Loan Obligations Collateral Interests by the Loan Obligation Collateral Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Loan Obligation Collateral Manager) in a manner contemplated by the Offering Memorandum, dated August 7February 8, 20172022, related to the Offered Notes (or any supplement thereto) are hereby approved. Notwithstanding the foregoing or anything to the contrary contained herein or in the Indenture, in no event shall the Loan Obligation Collateral Manager purchase or sell an Eligible Investment or a Loan Obligation Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) The Loan Obligation Collateral Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Loan Obligation Collateral Manager or any of its Affiliates, acting as principal or agent (any such transaction, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (and excluding) the Closing Date, other than (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indentureas described below, may be effected only (i) upon disclosure to and with the prior consent of an the advisory committee containing at least one member independent from the Loan Obligation Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that such transaction is on terms (including, but not limited to, purchase price) substantially as favorable to the Issuer as would be the case if a such transaction were effected with Persons not so affiliated with the Loan Obligation Collateral Manager or any of its Affiliates and (ii) subject to a requirement that the purchase price in respect of any Loan Obligation Collateral Interest acquired by the Issuer from a Seller pursuant to such a direct trade may not exceed is equal to the Principal Balance thereof plus accrued and unpaid interest thereonfair 28547457.3 market value of such Collateral Interest. The Advisory Committee, if any, shall be formed in accordance with, and be subject to to, the Advisory Committee Guidelines attached hereto as Exhibit A (the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Loan Obligation Collateral Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For the avoidance of doubt, it is hereby understood and agreed by the parties hereto that no disclosure to, or consent of, the Advisory Committee shall be required with respect to to: (xi) until the Disposition Limitation Threshold has been met, (A) purchases of any Defaulted Collateral Interest or Credit Risk Collateral Interest by the Majority of Preferred Shareholders and (B) Credit Risk/Defaulted Obligation Collateral Interest Cash Purchases of Credit Risk Collateral Interests; (ii) Credit Risk/Defaulted Collateral Interest Cash Purchases of Defaulted Collateral Interests and (yiii) sales of Assets Collateral in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.

Purchase and Sale Transactions; Brokerage. (a) The Loan Obligation Collateral Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the AssetsCollateral, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Securities, it being understood that the Loan Obligation Collateral Manager has no obligation to obtain the lowest best prices available. Subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into consideration all factors the Loan Obligation Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Loan Obligation Collateral Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Loan Obligation Collateral Manager and/or its Affiliates. In addition, subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Loan Obligation Collateral Manager of any benefit to the Issuer is subjective and represents the Loan Obligation Collateral Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. The Loan Obligation Manager may aggregate sales and purchase orders of securities placed with respect to the Assets with similar orders being made simultaneously for other accounts managed by the Loan Obligation Manager or with accounts of the Affiliates of the Loan Obligation Manager if, in the Loan Obligation Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Loan Obligation Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Loan Obligation Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Loan Obligation Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Loan Obligation Manager’s other clients, the amount of capital available, the Eligibility Criteria set forth in the Indenture and in any governing documents relating to the Loan Obligation Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Loan Obligation Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Loan Obligation Manager with respect to the price or size of positions obtainable or saleable. All purchases and sales of Eligible Investments and Loan Obligations by the Loan Obligation Manager on behalf of the Issuer shall be conducted in compliance with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Loan Obligation Manager shall cause any purchase or sale of any Loan Obligation or Eligible Investment to be conducted on an arm’s-length basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Loan Obligations by the Loan Obligation Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Loan Obligation Manager) in a manner contemplated by the Offering Memorandum, dated August 7, 2017, related to the Notes (or any supplement thereto) are hereby approved. Notwithstanding the foregoing or anything to contrary contained herein or in the Indenture, in no event shall the Loan Obligation Manager purchase or sell an Eligible Investment or a Loan Obligation for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) The Loan Obligation Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Loan Obligation Manager or any of its Affiliates, acting as principal (any such transaction, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (and excluding) the Closing Date, other than (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indenture, may be effected only (i) upon disclosure to and with the prior consent of an advisory committee containing at least one member independent from the Loan Obligation Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that such transaction is on terms substantially as favorable to the Issuer as would be the case if a such transaction were effected with Persons not so affiliated with the Loan Obligation Manager or any of its Affiliates and (ii) subject to a requirement that the purchase price in respect of any Loan Obligation acquired by the Issuer from a Seller pursuant to such a direct trade may not exceed the Principal Balance thereof plus accrued and unpaid interest thereon. The Advisory Committee, if any, shall be formed subject to the Advisory Committee Guidelines attached hereto as Exhibit A (the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Loan Obligation Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For avoidance of doubt, it is hereby understood and agreed by the parties hereto that no disclosure to, or consent of, the Advisory Committee shall be required with respect to (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.

Purchase and Sale Transactions; Brokerage. (a) The Loan Obligation Collateral Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the AssetsCollateral, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Securities, it being understood that the Loan Obligation Collateral Manager has no obligation to obtain the lowest prices available. Subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into consideration all factors the Loan Obligation Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Loan Obligation Collateral Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Loan Obligation Collateral Manager and/or its Affiliates. In addition, subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Loan Obligation Collateral Manager of any benefit to the Issuer is subjective and represents the Loan Obligation Collateral Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. The Loan Obligation Collateral Manager may aggregate sales and purchase orders of securities placed with respect to the Assets Collateral with similar orders being made simultaneously for other accounts managed by the Loan Obligation Collateral Manager or with accounts of the Affiliates of the Loan Obligation Collateral Manager if, in the Loan Obligation Collateral Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Loan Obligation Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Loan Obligation Collateral Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Loan Obligation Collateral Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Loan Obligation Collateral Manager’s other clients, the amount of capital available, the Eligibility Criteria and the Acquisition and Disposition Requirements set forth in the Indenture and in any governing documents relating to the Loan Obligation Collateral Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Loan Obligation Collateral Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Loan Obligation Collateral Manager with respect to the price or size of positions obtainable or saleable. All purchases and sales of Eligible Investments and Loan Obligations Mortgage Assets by the Loan Obligation Collateral Manager on behalf of the Issuer shall be conducted in compliance with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Loan Obligation Collateral Manager shall cause any purchase or sale of any Loan Obligation Mortgage Asset or Eligible Investment to be conducted on an arm’s-length basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Loan Obligations Mortgage Assets by the Loan Obligation Collateral Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Loan Obligation Collateral Manager) in a manner contemplated by the Offering Memorandum, dated August 7November 15, 20172018, related to the Offered Notes (or any supplement thereto) are hereby approved. Notwithstanding the foregoing or anything to the contrary contained herein or in the Indenture, in no event shall the Loan Obligation Collateral Manager purchase or sell an Eligible Investment or a Loan Obligation Mortgage Asset for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) The Loan Obligation Collateral Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Loan Obligation Collateral Manager or any of its Affiliates, acting as principal or agent (any such transaction, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (and excluding) the Closing Date, other than (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indenture, may be effected only (i) upon disclosure to and with the prior consent of an the advisory committee containing at least one member independent from the Loan Obligation Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that such transaction is on terms (including, but not limited to, purchase price) substantially as favorable to the Issuer as would be the case if a such transaction were effected with Persons not so affiliated with the Loan Obligation Collateral Manager or any of its Affiliates and (ii) subject to a requirement that the purchase price in respect of any Loan Obligation Mortgage Asset acquired by the Issuer from a Seller pursuant to such a direct trade may not exceed is equal to the Principal Balance thereof plus accrued and unpaid interest thereonfair market value of such Mortgage Asset. The Advisory Committee, if any, shall be formed subject to the Advisory Committee Guidelines attached hereto as Exhibit A (the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Loan Obligation Collateral Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For avoidance of doubt, it is hereby understood and agreed by the parties hereto that no disclosure to, or consent of, the Advisory Committee shall be required with respect to to: (xi) until the Disposition Limitation Threshold has been met, (A) purchases of any Defaulted Mortgage Asset or Credit Risk Mortgage Asset by the Majority of Preferred Shareholders and (B) Credit Risk/Defaulted Obligation Mortgage Asset Cash Purchases of Credit Risk Mortgage Assets; (ii) Credit Risk/Defaulted Mortgage Asset Cash Purchases of Defaulted Mortgage Assets and (yiii) sales of Assets Collateral in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.

Purchase and Sale Transactions; Brokerage. (a) The Loan Obligation Collateral Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the AssetsCollateral, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Securities, it being understood that the Loan Obligation Collateral Manager has no obligation to obtain the lowest best prices available. Subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into consideration all factors the Loan Obligation Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Loan Obligation Collateral Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Loan Obligation Collateral Manager and/or its Affiliates. In addition, subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Loan Obligation Collateral Manager of any benefit to the Issuer is subjective and represents the Loan Obligation Collateral Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales sale prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. The Loan Obligation Collateral Manager may aggregate sales and purchase orders of securities financial assets placed with respect to for the Assets Issuer with similar orders being made simultaneously for other accounts managed by the Loan Obligation Collateral Manager or with accounts of the Affiliates of the Loan Obligation Collateral Manager if, in the Loan Obligation Collateral Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Loan Obligation Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities financial assets available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Loan Obligation Collateral Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Loan Obligation Collateral Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Loan Obligation Collateral Manager’s other clients, the amount of capital available, the Acquisition Criteria and the Eligibility Criteria set forth in the Indenture and any eligibility criteria in any governing documents or management or advisory agreements relating to the Loan Obligation Collateral Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Loan Obligation Collateral Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Loan Obligation Collateral Manager with respect to the price or size of positions obtainable or saleable. All purchases and sales of Eligible Investments and Loan Obligations Mortgage Assets by the Loan Obligation Collateral Manager on behalf of the Issuer shall be conducted in compliance with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Loan Obligation Collateral Manager shall cause any purchase or sale of any Loan Obligation Mortgage Asset or Eligible Investment to be conducted on an arm’s-arm’s- length basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Loan Obligations by the Loan Obligation Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Loan Obligation Manager) in a manner contemplated by the Offering Memorandum, dated August 7, 2017, related to the Notes (or any supplement thereto) are hereby approved. Notwithstanding the foregoing or anything to the contrary contained herein or in the Indenture, in no event shall the Loan Obligation Collateral Manager purchase or sell an Eligible Investment or a Loan Obligation Mortgage Asset for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) The Loan Obligation Collateral Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Loan Obligation Manager Collateral Manager, LCMT or an Affiliate of either, or any of its Affiliatesaccount managed by the Collateral Manager, in each case acting as principal or agent (any such transaction, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (and excluding) the Closing Date, other than (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets Collateral in connection with a redemption of the Notes pursuant to Article 9 of the Indenture, may be effected only (i) upon disclosure to and with the prior consent of an advisory committee containing at least one member independent from the Loan Obligation Collateral Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that (i) such transaction is on terms substantially as favorable to the Issuer as would be the case if a such transaction were effected with Persons not so affiliated with the Loan Obligation Manager or any of its Affiliates a Restricted Transaction and (ii) subject to a requirement that the purchase price in respect of any Loan Obligation Mortgage Asset acquired by the Issuer from a Seller pursuant to such a direct trade may not exceed is equal to the Principal Balance thereof plus accrued and unpaid interest thereonfair market value of such Mortgage Asset. The Advisory Committee, if any, shall be formed in accordance with, and subject to to, the Advisory Committee Guidelines attached hereto as Exhibit A (the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Loan Obligation Collateral Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For avoidance of doubt, it is hereby understood and agreed by the parties hereto that no disclosure to, or consent of, the Advisory Committee shall be required with respect to (x) Credit Risk/Defaulted Obligation Mortgage Asset Cash Purchases and (y) sales of Assets Collateral in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.

Purchase and Sale Transactions; Brokerage. (a) The Loan Obligation Collateral Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the AssetsCollateral, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Securities, it being understood that the Loan Obligation Collateral Manager has no obligation to obtain the lowest prices available. Subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into consideration all factors the Loan Obligation Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Loan Obligation Collateral Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Loan Obligation Collateral Manager and/or its Affiliates. In addition, subject to the objective of obtaining best prices and executions, the Loan Obligation Collateral Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Loan Obligation Collateral Manager of any benefit to the Issuer is subjective and represents the Loan Obligation Collateral Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. The Loan Obligation Collateral Manager may aggregate sales and purchase orders of securities placed with respect to the Assets Collateral with similar orders being made simultaneously for other accounts managed by the Loan Obligation Collateral Manager or with accounts of the Affiliates of the Loan Obligation Collateral Manager if, in the Loan Obligation Collateral Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Loan Obligation Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Loan Obligation Collateral Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Loan Obligation Collateral Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Loan Obligation Collateral Manager’s other clients, the amount of capital available, the Eligibility Criteria and the Acquisition and Disposition Requirements set forth in the Indenture and in any governing documents relating to the Loan Obligation Collateral Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Loan Obligation Collateral Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Loan Obligation Collateral Manager with respect to the price or size of positions obtainable or saleable. All purchases and sales of Eligible Investments and Loan Obligations Collateral Interests by the Loan Obligation Collateral Manager on behalf of the Issuer shall be conducted in compliance with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Loan Obligation Collateral Manager shall cause any purchase or sale of any Loan Obligation Collateral Interest or Eligible Investment to be conducted on an arm’s-length arm’s‑length basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Loan Obligations Collateral Interests by the Loan Obligation Collateral Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Loan Obligation Collateral Manager) in a manner contemplated by the Offering Memorandum, dated August 7October 10, 20172019, related to the Offered Notes (or any supplement thereto) are hereby approved. Notwithstanding the foregoing or anything to the contrary contained herein or in the Indenture, in no event shall the Loan Obligation Collateral Manager purchase or sell an Eligible Investment or a Loan Obligation Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) The Loan Obligation Collateral Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Loan Obligation Collateral Manager or any of its Affiliates, acting as principal or agent (any such transaction, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (and excluding) the Closing Date, other than (x) Credit Risk/Defaulted Obligation Cash Purchases and (y) sales of Assets in connection with a redemption of the Notes pursuant to Article 9 of the Indenture, may be effected only (i) upon disclosure to and with the prior consent of an the advisory committee containing at least one member independent from the Loan Obligation Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that such transaction is on terms (including, but not limited to, purchase price) substantially as favorable to the Issuer as would be the case if a such transaction were effected with Persons not so affiliated with the Loan Obligation Collateral Manager or any of its Affiliates and (ii) subject to a requirement that the purchase price in respect of any Loan Obligation Collateral Interest acquired by the Issuer from a Seller pursuant to such a direct trade may not exceed is equal to the Principal Balance thereof plus accrued and unpaid interest thereonfair market value of such Collateral Interest. The Advisory Committee, if any, shall be formed subject to the Advisory Committee Guidelines attached hereto as Exhibit A (the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Loan Obligation Collateral Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For avoidance of doubt, it is hereby understood and agreed by the parties hereto that no disclosure to, or consent of, the Advisory Committee shall be required with respect to to: (xi) until the Disposition Limitation Threshold has been met, (A) purchases of any Defaulted Collateral Interest or Credit Risk Collateral Interest by the Majority of Preferred Shareholders and (B) Credit Risk/Defaulted Obligation Collateral Interest Cash Purchases of Credit Risk Collateral Interests; (ii) Credit Risk/Defaulted Collateral Interest Cash Purchases of Defaulted Collateral Interests and (yiii) sales of Assets Collateral in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.