Credit Fund Agreement

CREDIT FUND AGREEMENT

This Credit Fund Agreement ("Agreement") is entered into as of day of , (the "Effective Date"), by and among:

Parties

Definitions and Purpose

Capitalized terms used in this Agreement shall have the meanings expressly set forth in this Section or, if not defined herein, in the applicable Schedule. The purpose of the Fund is to originate, acquire, finance and manage credit facilities, loans and related instruments (collectively, "Loan Assets") for the economic benefit of the Investor in accordance with this Agreement.

Commitment and Funding

Investor hereby commits (the "Commitment") to contribute to the Fund a principal amount of (the "Committed Capital"). Contributions shall be made pursuant to capital call notices issued by the Manager in accordance with Section 3.

Disbursements, Advances and Use of Proceeds

The Manager shall disburse funds only to effect Loan Assets consistent with the Fund's investment guidelines set forth in Schedule A and within the concentration limits and underwriting standards attached hereto. Each disbursement request shall be evidenced by a Funding Request delivered to the Investor stating the amount, recipient, purpose and proposed date of disbursement.

Interest, Fees and Payment Waterfall

Loan Assets will bear interest at rates negotiated with underlying obligors. The Fund will apply interest, principal repayments and recoveries according to the following waterfall: (a) expenses and third-party fees; (b) interest due to Investor at an annual rate of % ; (c) principal reductions to outstanding commitments; (d) performance fees to Manager as set forth below.

Repayment, Prepayment and Default

Repayments of principal and payment of interest shall be applied in accordance with the waterfall. Prepayments by underlying obligors shall be applied first to accrued interest and then to principal. Upon the occurrence of an Event of Default (as defined below), the Manager may suspend new originations and the Investor may elect to accelerate repayments and pursue remedies described herein.

Representations and Warranties

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) execution and delivery of this Agreement has been duly authorized; (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (d) acceptance of funds and investment activities will comply with applicable laws.

Covenants

Manager covenants to: (i) comply with underwriting standards and concentration limits; (ii) maintain books and records in accordance with generally accepted accounting principles; (iii) provide Investor with periodic reporting; and (iv) obtain and manage security interests, insurance and documentation reasonably necessary to protect Fund assets.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any and all claims, losses, liabilities and expenses arising out of breaches of representations, willful misconduct, gross negligence or material breaches of this Agreement. Manager's liability for ordinary negligence shall be limited to direct damages and shall exclude consequential and punitive damages except in cases of willful misconduct.

Confidentiality

Each party agrees to maintain in confidence all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is publicly known or rightfully received from a third party without obligation of confidentiality.

Taxes

Each party shall be responsible for its own tax obligations associated with receipts, payments and allocations under this Agreement. The Manager shall provide tax reporting information to the Investor in a timely manner to facilitate the Investor's compliance with applicable tax reporting and payment obligations.

Term, Termination and Remedies

This Agreement shall continue in effect until the earlier of (a) the termination of the Fund pursuant to its wind-up provisions, or (b) mutual written agreement of the parties. Upon termination, remaining assets shall be realized and distributed in accordance with the waterfall. Termination shall be without prejudice to rights and remedies accrued prior to termination.

Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by notice to the other party in accordance with this Section.

Amendment; Governing Law

This Agreement may be amended only by a written instrument executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. This Agreement constitutes the entire agreement among the parties regarding its subject matter.

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