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).

If to [[Lender:Organization]]: [[Lender:Organization]] c/o Oceanview Asset Management [[Address A:Address]], 3rd Floor

Each of the Advisory and Asset Management were operated as businesses under [[Asset Management:Organization]] (formerly named Moelis & Company Holdings LP), prior to the initial public offering of Advisory.

#[[Person A:Person]] (“[[Person A:Person]]”)

Merger or Asset Sale. In the event of a merger of the [[Plan Administrator:Organization]] with or into another corporation, or the sale of substantially all of the assets of the [[Plan Administrator:Organization]], each outstanding Option shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiaries of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Grantee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Grantee in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock, immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

Purchase of Asset Interest. Subject to the terms and conditions hereof, the Administrative Agent on behalf of the Funding Agents (on behalf of their related Conduit Investors and/or the Related Alternate Investors as applicable) hereby purchases and accepts from the SPV an undivided percentage ownership interest in the Receivables and all other Affected Assets sold, assigned and transferred pursuant to [subsection (a)]. The Funding Agents’ right, title and interest in and to the Receivables and all other Affected Assets hereunder is herein called the “Asset Interest”. The Funding Agents shall hold the Asset Interest on behalf of their related Conduit Investors and Related Alternate Investors in accordance with the related Investor Interest, from time to time. To the extent a [[Organization B:Organization]] holds the Asset Interest on behalf of the Related Alternate Investors, such [[Organization B:Organization]] shall hold the Alternate Investor Percentage of the Asset Interest on behalf of such Alternate Investors pro rata in accordance with their respective outstanding portions of the Net Investment funded by them.

“Designated Holder” means any of the following, or any of their respective controlled Affiliates, or any fund or account managed, advised or controlled by any of the following or any of their respective controlled Affiliates: Highbridge Capital Management, LLC, Wolverine Asset Management, LLC, Corre Partners Management, LLC, Whitebox Advisors LLC, and SGF, Inc.