Asset Coverage Ratio. [[Organization A:Organization]] will not permit the Asset Coverage Ratio as of the last Business Day of any fiscal quarter to be less than 1.50.

Asset Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1.00 at any time. The Borrower will not permit the “asset coverage” ratio under the Investment Company Act to be less than the percentage required under the Investment Company Act for the Borrower to issue or sell any class of senior security (as defined under the Investment Company Act).

Asset Purchase Agreement. This Bill of Sale is being executed and delivered pursuant to Section 2.09(a)(i) of the Asset Purchase Agreement and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing contained herein shall supersede, amend, alter or modify (nor shall it be deemed or construed to supersede, amend, alter or modify) any of the terms or conditions of the Asset Purchase Agreement in any manner whatsoever. In the event of any conflict between the provisions of this Bill of Sale and the provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control and prevail.

c/o [[Organization E:Organization]]

companies: AGNC Investment Corp., Annaly Capital Management, Inc., Arlington Asset

“Asset Management Fee” has the meaning set forth in Section 8.02.

“Affiliate Agreements” means the Investment Management Agreement, dated as of November 1, 2021, by and between the Borrower and Goldman Sachs Asset Management, L.P.

"Asset Management Fee Cap" has the meaning set forth in Section 9(a).

Delaware Department of State

Foreign Asset/Account Reporting. The Participant acknowledges that, depending on his or her country, the Participant may be subject certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant should speak to his or her personal advisor on this matter.