Common use of Supplemental Indentures Without Consent of Holders of Notes Clause in Contracts

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any Holders (except any consent required by clause (iii) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class).

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any Holders (except any consent required by clause (iii) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license;; or (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class).

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent as may be required by clause in clauses (iiixii), (xiv), (xv), (xvii) or and (vixx) below), ) but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, Manager at any time and from time to time maytime, with subject to Section 8.3, and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law or to enable the Issuer to comply with any applicable Retention Requirement Laws; (vii) to remove restrictions on resale and transfer of any Notes (other than the Class E Notes) to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this under clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class) above; (viiviii) otherwise to make such changes (including the removal and appointment of any listing agent in Ireland) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (ix) to correct any inconsistency inconsistent or defective provisions herein or to cure any ambiguity, omission or manifest errors in this Indentureherein; (viiix) to conform the provisions of this Indenture to the final Offering Circular; (xi) to take any action necessary or advisable helpful to prevent the Issuer Issuer, the holders of any Notes or the Trustee from becoming subject to (or otherwise reducingto minimize) any withholding or other taxes, fees taxes or assessments, including by achieving FATCA Compliance; (ixA) to change with the name consent of the Collateral Manager, the Retention Holder, a Majority of the Interests and a Majority of the Controlling Class, to permit the Issuer to issue additional notes in connection accordance with this Indenture; or (B) at the direction of a Majority of the Interests with the change in name or identity consent of the Collateral Manager and the Retention Holder or as otherwise required pursuant at the direction of the Collateral Manager with the consent of the Retention Holder, to permit the Issuer to issue replacement securities in connection with a contractual obligation Refinancing or to avoid reduce the use Interest Rate of a trade name Class of Notes in connection with a Re-Pricing, in each case in accordance with this Indenture; provided, that, for the avoidance of doubt, the supplemental indenture executed in connection therewith shall only effect such additional issuance, Refinancing or trademark in respect Re-Pricing, as applicable, and shall not modify any other provisions of which the Issuer does not have a licensethis Indenture; (xiii) to modify the procedures herein relating to compliance with Rule 17g-5; (xiv) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by any Rating Agency or any use of any Rating Agency’s credit models or guidelines for ratings determination) relating to collateral debt obligations in general published or otherwise communicated by either of the Rating Agencies; provided, that, the Trustee shall not execute any such supplemental indenture without the consent of (x) for so long as any Class A Notes are Outstanding, a Majority of the Class A Notes, (y) the Retention Holder and (z) a Majority of any Class of Notes, if a Majority of such Class notifies the Trustee in accordance with the Indenture that such supplemental indenture materially and adversely affects such holders; (xv) with the consent of the Retention Holder, to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule statute, rule, regulation, or regulation enacted technical or interpretive guidance enacted, effective, or issued by regulatory agencies of the United States federal government or any Member State of the European Economic Area or otherwise under European law, after the Closing Date that are applicable to the Issuer, the Notes or the transactions contemplated by this Indenture or by the Offering Circular, including, without limitation, any applicable Retention Requirement Laws, Final U.S. Risk Retention Rules, securities laws or Xxxx-Xxxxx and all rules, regulations, and technical or interpretive guidance thereunder, or, with the consent of a Supermajority of the Section 13 Banking Entities, voting as a single Class, any amendment in relation to the Xxxxxxx Rule; provided that, if a Majority of any Class notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such holders the Trustee shall not execute any such supplemental indenture without the consent of a Majority of such Class of Notes; (xvi) to modify any provision to facilitate an exchange of one Note for another Note that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xvii) to evidence any waiver or modification by any Rating Agency as to any requirement or condition, as applicable, of such Rating Agency set forth in this Indenture; provided that, for so long as any Class A Notes are Outstanding, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of the Class A Notes; (xviii) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xix) to change the date within the month on which reports are required to be delivered under this Indenture; or (xixx) to make modify any modification of the Collateral Quality Tests, the Investment Criteria, the Concentration Limitations or amendment determined by the Issuer any related definitions, or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class).restrictions described in

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders (except any consent required by clause (iii) or (vi) below), Notes but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, Manager at any time and from time to time maytime, with subject to Section 8.3, and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that as to whether any Class of Notes or the Holders of the Notes Class A-R Agent would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes (other than Class F Notes or Class G Notes) to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this under clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class) above; (viiviii) otherwise to make such changes (including the removal and appointment of any listing agent in Ireland) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (ix) to correct any inconsistency inconsistent or defective provisions herein or to cure any ambiguity, omission or manifest errors in this Indentureherein; (viiix) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary or advisable helpful to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducingto minimize) any withholding or other taxes, fees taxes or assessments, including by achieving FATCA Compliance; (ixxii) to change with the name consent of the Issuer in connection with Majority of the change in name Interests or identity at the direction of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which permit the Issuer does to issue replacement securities in connection with a Refinancing in accordance with this Indenture; provided, that, for the avoidance of doubt, the indenture supplement executed in connection therewith shall only effect such Refinancing, and shall not have a licensemodify any other provisions of the Indenture; (xxiii) to modify the procedures herein relating to compliance with Rule 17g-5; (xiv) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by either of the Rating Agencies or any use of the Rating Agencies’ credit models or guidelines for ratings determination) relating to collateral debt obligations in general published or otherwise communicated by the applicable Rating Agency; provided, that, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of the applicable Class of Notes if a Majority of such Class notifies the Trustee in accordance with the Indenture that such supplemental indenture materially and adversely affects such Holders; (xv) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government or any Member State of the European Economic Area or otherwise under European law, after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; (xvi) to modify any provision to facilitate an exchange of one Note for another Note that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xvii) to evidence any waiver or modification by any Rating Agency as to any requirement or condition, as applicable, of such Rating Agency set forth in this Indenture; provided, that, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of the applicable Class of Notes if a Majority of such Class notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such Holders; (xviii) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xix) to change the date within the month on which reports are required to be delivered under this Indenture; provided, that, a supplemental indenture executed in connection with this clause (xix) shall only occur one time; or (xixx) to make modify any modification or amendment determined by the Issuer or of the Collateral Manager (in consultation with legal counsel Quality Tests, the Investment Criteria, the Concentration Limitations or any related definitions; provided, that, the Trustee shall not execute any such supplemental indenture without the consent of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes a Majority of the Xxxxxxx Rule or Controlling Class except as otherwise provided in clause (Bxiv) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)above.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent as may be expressly required by clause (iiibelow) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall as may be requiredexpressly required below), the Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to make such changes (including the removal and appointment of any listing agent) as shall be necessary or advisable in order for the Secured Notes to be or remain listed on an exchange, including Euronext Dublin; (ix) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that, if notwithstanding anything herein to the Holders of contrary and without regard to any Class would be materially and adversely affected by such other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (vi), ix) may also provide for any corrective measures or ancillary amendments to the consent Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Closing Date; (viix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary and without regard to any inconsistency other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (x) may also provide for any corrective measures or cure any ambiguity, omission or manifest errors in this Indentureancillary amendments to the Indenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (viiixi) to take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other taxes, fees or assessments; (xii) (A) with the consent or at the direction of a Supermajority of the Subordinated Notes (and, in the case of an additional issuance of Secured Notes (other than in connection with a Risk Retention Issuance), a Majority of the Controlling Class), to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes; or (B) with the consent or at the direction of a Majority of the Subordinated Notes to permit the Issuer (1) to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, including any modification necessary to (I) reflect the Refinancing of fixed rate Notes with floating rate Notes or vice versa, (II) establish a non-call period and, if applicable, prohibit future Refinancing and Re-Pricing of any class of refinancing obligations or (III) in the case of a Refinancing of all Classes of Secured Notes (a) modify the Weighted Average Life Test or (b) extend the Reinvestment Period, and to make such other changes as shall be necessary to facilitate a Refinancing or (2) to make such changes as shall be necessary to facilitate the Issuer to effect a Re-Pricing; (xiii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiv) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xv) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders are materially adversely affected thereby); (ixxvi) to reduce the permitted minimum denomination of the Secured Notes; (xvii) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xviii) to evidence any waiver or elimination by any Rating Agency of any requirement or condition of such Rating Agency set forth herein; (xix) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by either of the Rating Agencies) relating to collateral debt obligations in general published by either of the Rating Agencies; (xx) to modify any defined term in Section 1.1 or any Schedule to this Indenture that begins with or includes the word “Fitch” or “S&P” (other than the defined terms “Global Rating Agency Condition” and “S&P Rating Condition”); (xxi) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxxii) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, Relevant Member State of the European Economic Area, stock exchange authority, listing agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes or Notes; provided that, other than in connection with an amendment solely to comply with the transactions contemplated by this Indenture; or (xi) U.S. Risk Retention Rules to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel permit a Refinancing, if a Majority of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such Holders, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of such Class of Notes; (xxiii) to not be considered an “ownership interest” as defined for purposes amend, modify or otherwise change the provisions of the Xxxxxxx Rule or this Indenture so that (BA) for the Issuer to is not otherwise be considered a “covered fund” as defined for purposes under the Vxxxxxx Rule, (B) the Secured Notes are not considered to constitute “ownership interests” under the Vxxxxxx Rule or (C) ownership of the Xxxxxxx Secured Notes will otherwise be exempt from the Vxxxxxx Rule, in each case so long ; provided that the consent to such supplemental indenture has been obtained from a Supermajority of the Section 13 Banking Entities (1voting as a single class); (xxiv) to permit the Issuer to enter into any additional agreements not expressly prohibited by this Indenture as well as any such amendment, modification or amendment waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not have a material adverse effect on not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes, as evidenced by ; provided that (A) any such additional agreement shall include customary limited recourse and non-petition provisions; (B) the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class and (C) the Trustee receives an Opinion opinion of Counsel counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); (xxv) to modify (A) the Collateral Quality Tests or the definitions related thereto, (B) any of the Investment Criteria, (C) the requirements regarding the Issuer (or the Collateral Manager on the Issuer’s behalf) voting in favor of a Maturity Amendment or (D) the Coverage Tests or the definitions related thereto or the calculation thereof, so long as (I) the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely affected thereby and (2II) a Majority of the Controlling Class consents to such modification; (xxvi) to modify any provision to facilitate an exchange of one obligation for another obligation of the same Obligor that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; provided that no such supplemental indenture shall be required to facilitate any exchange of one obligation for another in accordance with Article XII hereof; (xxvii) to modify or amend any component of the Concentration Limitations and the definitions related thereto which affect the calculation thereof so long as the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely affected thereby, a Majority of the Controlling Class consents to such modification and the Global Rating Agency Condition is satisfied; (xxviii) to make any necessary or amendment is approved advisable changes to the Indenture in writing connection with the adoption of an Alternative Rate; or (xxix) to make any modification determined by the Collateral Manager necessary or advisable to comply with U.S. Risk Retention Rules, including (without limitation) in connection with a supermajority (662/3% based on the aggregate principal amount Refinancing, Optional Redemption, Re-Pricing, additional issuance of Notes held by or material amendment to any of the Transaction Documents; provided that a Majority of the Controlling Class has not objected to such modification within 15 Business Days of notice of such supplemental indenture. The provisions regarding deemed consent described in the second paragraph in Section 13 Banking Entities) 8.2 below shall apply in the case of Holders that are any supplemental indenture entered into in accordance with this Section 13 Banking Entities 8.1 to the extent such supplemental indenture requires the consent of holders of any Class of Notes (voting as a single classother than the Class A-1 Notes).

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent for the consents required by clause clauses (iii), (vii) or (viix) below), ) but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, ; provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the that consent to such supplemental indenture has been obtained from each Holdera Majority of the Controlling Class; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct clarify or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer to the extent not required thereunder, under clause (vi) above; provided that, if consent to such supplemental indenture has been obtained from a Majority of the Holders Controlling Class; (viii) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that the Issuer shall have received a written opinion of any Class its counsel that is a nationally recognized law firm (which will be promptly forwarded to the Trustee and upon which the Trustee may rely) stating that (a) the execution of such supplemental indenture is permitted by this clause (viii) and (b) the Secured Notes would not be materially and adversely affected by such supplemental indenture (which written opinion, solely for purposes of this sub-clause (b), may be based on an Officer’s certificate from the Collateral Manager certifying as to whether the Secured Notes would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (viindenture), the consent to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viiiix) to take any action necessary or advisable helpful to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducingto reduce) any withholding or other taxes, fees Taxes or assessments, including by achieving FATCA Compliance; (ix) ; provided that consent to change the name such supplemental indenture has been obtained from a Majority of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a licenseControlling Class; (x) to amend, modify make such changes as shall be necessary to permit the Issuer (A) to issue additional Notes of any one or otherwise accommodate changes more new Classes of Notes that are subordinated to the Secured Notes issued pursuant to this Indenture then Outstanding; provided that any such additional issuance of Notes shall be issued in accordance with the Indenture, including Sections 2.13 and 3.2; or (B) to comply with issue additional Notes of all then existing Classes (which may be issued in the form of pari passu sub-classes), so long as such issuance of additional Notes is proportional across all then existing Classes (provided that the principal amount of Subordinated Notes issued in any rule or regulation enacted by regulatory agencies of such issuance may exceed the United States federal government after the Closing Date that are proportion otherwise applicable to the Subordinated Notes or (with the transactions contemplated by consent of a Majority of the Subordinated Notes)); provided that any such additional issuance of Notes shall be issued in accordance with this Indenture, including Sections 2.13 and 3.2; or (xi) to make any modification modify or amendment determined by the Issuer or the Collateral Manager (in consultation implement procedures necessary to comply with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)17g-5.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any Holders (except any consent required by clause (iiic) or (vif) belowbelow and except for the consent of any Holders that would be materially and adversely affected by such supplemental indenture), but only with the prior written consent of the Collateral Manager, the Issuer Issuer, the Liquidation Agent and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s certificate as to factual matters provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or and the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iiic) or (vif) below for which no such Opinion of Counsel shall be requiredrequired if the consent of each Holder has been obtained as required thereunder), and a certificate described in Section 8.3(b), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (ia) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (iib) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iiic) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iiic), the consent to such supplemental indenture has been obtained from each Holder; (ivd) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (ve) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien Lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien Lien of this Indenture any additional property; (vif) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vif), the consent to such supplemental indenture has been obtained from each Holder of such ClassHolder; (viig) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viiih) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducingnecessary or advisable to reduce) withholding or other taxes, fees or assessments, including by achieving FATCA ComplianceCompliance or to prevent the Issuer from being subject to U.S. federal, state or local income tax on a net income basis; (ixi) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xj) to amend, modify or otherwise accommodate changes to this Indenture to comply with with: (A) any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date; or (B) any rule or regulation enacted by regulatory agencies of the United States federal government before the Closing Date if the interpretation or enforcement thereof has been affected by any amendment, supplement, guidance, directive or interpretative statement issued by any such regulatory agency after the Closing Date; that in each case are applicable to the Notes or the transactions contemplated by this Indenture; or; (xik) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Vxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Vxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/366 2/3% based on the aggregate principal amount of Notes held by the Section 13 Banking Entities) of Holders that are the Section 13 Banking Entities (voting as a single class); or (l) to take any action necessary or advisable to implement the Bankruptcy Subordination Agreement; or (A) issue new certificates or divide a Bankruptcy Subordinated Class into one or more sub-classes, in each case with new identifiers (including CUSIPs); provided that any certificate or sub-class of a Bankruptcy Subordinated Class issued pursuant to this clause will be issued on identical terms (other than with respect to payment rights being modified pursuant to the Bankruptcy Subordination Agreement) with the existing Notes of such Bankruptcy Subordinated Class and (B) provide for procedures under which beneficial owners of Notes of such Bankruptcy Subordinated Class that are subject to the Bankruptcy Subordination Agreement will receive an interest in such new certificate or sub-class.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent for the consents required by clause clauses (iii), (vii) or (viix) below), ) but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, ; provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the that consent to such supplemental indenture has been obtained from each Holdera Majority of the Controlling Class; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct clarify or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer to the extent not required thereunder, under clause (vi) above; provided that, if consent to such supplemental indenture has been obtained from a Majority of the Holders Controlling Class; (viii) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that the Issuer shall have received a written opinion of any Class its counsel that is a nationally recognized law firm (which will be promptly forwarded to the Trustee and upon which the Trustee may rely) stating that (a) the execution of such supplemental indenture is permitted by this clause (viii) and (b) the Secured Notes would not be materially and adversely affected by such supplemental indenture (which written opinion, solely for purposes of this sub-clause (b), may be based on an Officer’s certificate from the Collateral Manager certifying as to whether the Secured Notes would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (viindenture), the consent to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viiiix) to take any action necessary or advisable helpful to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducingto reduce) any withholding or other taxes, fees Taxes or assessments, assessments (including by achieving FATCA Compliance; (ix) compliance with FATCA); provided that consent to change the name such supplemental indenture has been obtained from a Majority of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a licenseControlling Class; (x) to amend, modify make such changes as shall be necessary to permit the Issuer (A) to issue additional Notes of any one or otherwise accommodate changes more new Classes of Notes that are subordinated to the existing Secured Notes or pari passu to the most junior Class of Secured Notes of the Issuer issued pursuant to this Indenture then Outstanding; provided that any such additional issuance of Notes shall be issued in accordance with the Indenture, including Sections 2.13 and 3.2; or (B) to comply with issue additional Notes of all then existing Classes (which may be issued in the form of pari passu sub-classes), so long as such issuance of additional Notes is proportional across all then existing Classes (provided that the principal amount of Subordinated Notes issued in any rule or regulation enacted by regulatory agencies of such issuance may exceed the United States federal government after the Closing Date that are proportion otherwise applicable to the Subordinated Notes or (with the transactions contemplated by consent of a Majority of the Subordinated Notes)); provided that any such additional issuance of Notes shall be issued in accordance with this Indenture, including Sections 2.13 and 3.2; or (xi) to make any modification modify or amendment determined by the Issuer or the Collateral Manager (in consultation implement procedures necessary to comply with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)17g-5.

Supplemental Indentures Without Consent of Holders of Notes. (a) Section 901 of the Indenture shall not be applicable to the Notes. Without the consent of any Holders (except any consent required of Notes the Company, when authorized by clause (iii) or (vi) below)a Board Resolution, but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time maytime, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i1) to evidence the succession of another Person to the Issuer Company and the assumption by any such successor Person of the covenants and obligations of the Issuer Company herein and in the Notes;Notes as permitted by Article V of this Supplemental Indenture; or (ii2) to add to the covenants of the Issuer or the Trustee Company and Events of Default for the benefit of the Secured Parties;Holders of Notes or to surrender any right or power herein conferred upon the Company; or (iii3) to convey, transfer, assign, mortgage provide collateral for the Notes; or (4) to make provision with respect to the conversion rights of Holders of Notes pursuant to Section 8.11 of this Supplemental Indenture or pledge any property to or make provision with respect to the repurchase rights of Holders of Notes pursuant to Section 9.1 and Section 10.1 of this Supplemental Indenture; or (5) to comply with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes requirements of the issue, authentication Trust Indenture Act or the rules and delivery regulations of the NotesCommission thereunder in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, provided that, if the Holders would be materially and adversely affected as contemplated by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder;Indenture or otherwise; or (iv6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof;Txxxxxx; or (v7) to cure any ambiguity, to correct or amplify the description of supplement any property at provision herein that may be inconsistent with any time subject to the lien of this Indentureother provision herein or that is otherwise defective, or to better assure, convey and confirm unto the Trustee make any property subject other provisions with respect to matters or required to be subjected to the lien of questions arising under this Supplemental Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunderIndenture, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into action pursuant to this clause (vi)7) shall not adversely affect the interests of the Holders of Notes in any material respect. Upon a Company Request, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and subject to and upon actual receipt by a Responsible Officer of the Trustee of the documents described in Section 903 of the Indenture, the consent Trustee is hereby authorized to such join with the Company in the execution of any supplemental indenture has been obtained from each Holder authorized or permitted by the terms of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Supplemental Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) and to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which further appropriate agreements and stipulations that may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)therein contained.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any the Holders of the Notes (except any consent required by clause (iiias expressly provided below) or (vi) below), but only and with the prior written consent of the Collateral ManagerManager and, the Issuer and the Trusteeexcept as provided in Section 8.3, at any time and from time to time may, with without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required)Co-Issuers, when authorized by Board Resolutions, and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer or the Co-Issuer and the assumption by any such successor Person of the covenants of the Issuer herein or the Co-Issuer herein, and in the Notes; (ii) to add to the covenants of the Issuer Co-Issuers, the Class A-1L Loan Agent or the Trustee for the benefit of the Secured PartiesParties or to surrender any right or power conferred upon the Co-Issuers by this Indenture; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each HolderNotesObligations; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and/or Class A-1L Loan Agent and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one TrusteeTrustee and/or Class A-1L Loan Agent, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer Co-Issuers to rely upon any exemption from registration under the Securities Act or the Investment Company Act or otherwise comply with any applicable securities law, or to remove restrictions on resale and transfer to the extent not required thereunderhereunder, provided thatincluding, if without limitation, by reducing the Holders minimum denomination of any Class would of Notes; (vii) to make such changes (including the removal and appointment of any listing agent, transfer agent, paying agent or additional registrar in Ireland) as shall be materially necessary or advisable in order for the listed Offered Notes, if any, to be or remain listed on an exchange and adversely affected otherwise to amend this Indenture to incorporate any changes required or requested by such governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for the Notes in connection therewith; (viii) to correct or supplement any inconsistent or defective provisions in this Indenture or to cure any ambiguity, omission or errors in this Indenture; provided that notwithstanding anything in this Indenture to the contrary and without regard to any other consent requirement specified in this Indenture, any supplemental indenture to be entered into pursuant to this clause (vi), the consent viii) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Closing Date; (viiix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that notwithstanding anything in this Indenture to the contrary and without regard to any inconsistency or cure any ambiguity, omission or manifest errors other consent requirement specified in this Indenture, any supplemental indenture to be entered into pursuant to this clause (ix) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (viiix) to take any action necessary or advisable helpful to prevent (A) the Issuer or the Trustee from becoming subject to (or otherwise reducing) any withholding or other taxestaxes or assessments (including any tax imposed under Section 1446 of the Code) other than by operation of Subchapter C of Chapter 63 of the Code or (B) the Issuer from being treated as other than a disregarded entity or partnership, fees or assessmentsin each case, including by achieving FATCA Compliancefor U.S. federal income tax purposes; (ixxi) with the consent of the Collateral Manager and a Majority of the Subordinated Notes, to make such changes as shall be necessary to permit the Applicable Issuers to (A) issue or co-issue, as applicable, Additional NotesObligations of any one or more existing Classes; provided that any such additional issuance or co-issuance, as applicable, of Notes shall be issued or co-issued, as applicable, in accordance with this Indenture, including Sections 2.13 and 3.2; provided, further, that the supplemental indenture effecting such additional issuance may not amend the requirements described under Sections 2.13 and 3.2; or (B) to change issue replacement securities in connection with a Refinancing in accordance with this Indenture; (xii) to amend the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class).Co-Issuer;

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent required by clause (iiiunless otherwise specified below) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee Xxxxxxx and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that, if notwithstanding anything herein to the Holders of contrary and without regard to any Class would be materially and adversely affected by such other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (vi), the consent viii) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Closing Date; (viiix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary and without regard to any inconsistency other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (x) may also provide for any corrective measures or cure any ambiguity, omission or manifest errors in ancillary amendments to this IndentureIndenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (viiix) to take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other taxes, fees or assessments or to reduce the risk that the Issuer will be subject to tax (including as a result of being classified as a publicly traded partnership taxable as a corporation); (xi) (A) subject to the requirements of Section 2.13, to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes; or (B) with the consent of the Majority of the Controlling Class unless the Class A Notes are being refinanced in full, to permit the Issuer to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, including any modification necessary to (I) reflect the Refinancing of fixed rate Notes with floating rate Notes or vice versa, (II) establish a non-call period and, if applicable, prohibit future Refinancing of any class of refinancing obligations or (III) in the case of a Refinancing of the Secured Notes (a) modify the Weighted Average Life Test or (b) extend the Reinvestment Period, and to make such other changes as shall be necessary to facilitate a Refinancing; (xii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiii) [reserved]; (xiv) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xv) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders are materially adversely affected thereby); (ixxvi) to reduce the permitted minimum denomination of the Secured Notes; (xvii) to change the date on which reports are required to be delivered under this Indenture (provided that such change does not alter the frequency with which reports are required to be delivered under this Indenture); (xviii) to modify any provisions of the Indenture that potentially could result (in the reasonable judgment of the Collateral Manager) in non-compliance by the transaction with the EU Securitisation Laws, the UK Securitisation Law or the Risk Retention Letter; (xix) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xx) with the consent of a Majority of the Controlling Class, to evidence any waiver or elimination by the Rating Agency of any requirement or condition of the Rating Agency set forth herein; (xxi) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxxii) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, exchange authority, listing agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; orNotes; (xixxiii) with the consent of a Majority of the Controlling Class, to make any modification amend, modify or amendment determined by otherwise change the Issuer or the Collateral Manager (in consultation with legal counsel provisions of national reputation experienced in such matters) as necessary or advisable this Indenture so that (A) for any Class of the Issuer is not a “covered fund” under the Xxxxxxx Rule, (B) the Secured Notes are not considered to not be considered an constitute “ownership interestinterests” as defined for purposes of under the Xxxxxxx Rule or (BC) for ownership of the Secured Notes will otherwise be exempt from the Xxxxxxx Rule; (xxiv) to modify the definition of “Credit Risk Obligation” in a manner not materially adverse to any holders of any Class of Notes as evidenced by a certificate of the Collateral Manager delivered to the Trustee and the Holders of Secured Notes; (xxv) to permit the Issuer to enter into any additional agreements not otherwise be considered a “covered fund” expressly prohibited by this Indenture as defined for purposes of the Xxxxxxx Rule, in each case so long (1) well as any such amendment, modification or amendment waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not have a material adverse effect on not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes, as evidenced by ; provided that (A) any such additional agreement shall include customary limited recourse and non-petition provisions and (B) the Trustee receives an Opinion opinion of Counsel counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); (xxvi) with the consent of the Majority of the Class A Notes, to modify (A) the Portfolio Tests or the definitions related thereto, (B) any of the Investment Criteria or (C) the Borrowing Base Condition or the definitions related thereto or the calculation thereof so long as the Rating Agency Condition is satisfied and no Secured Notes would be materially and adversely effected thereby; (2xxvii) such with the consent of the Majority of the Class A Notes, to modify or amend any component of the Concentration Limitations and the definitions related thereto which affect the calculation thereof so long as the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely effected thereby and the Rating Agency Condition is satisfied; (xxviii) to make any necessary or advisable changes to the Indenture in connection with the adoption of an Alternative Rate or Fallback Rate or to make Benchmark Conforming Changes; or (xxix) to make any modification determined by the Collateral Manager necessary or amendment is approved advisable to comply with U.S. Risk Retention Rules or the EU/UK Retention Requirements, including (without limitation) in writing by connection with a supermajority (662/3% based on the aggregate principal amount Refinancing, Optional Redemption, additional issuance of Notes held by or material amendment to any of the Transaction Documents. For the avoidance of doubt, Reset Amendments are not subject to any consent requirements that would otherwise apply to supplemental indentures described in this Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)8.1 or elsewhere herein.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent required by clause (iiiunless otherwise specified below) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee Txxxxxx and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that, if notwithstanding anything herein to the Holders of contrary and without regard to any Class would be materially and adversely affected by such other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (vi), the consent viii) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Refinancing Date; (viiix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary and without regard to any inconsistency other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (x) may also provide for any corrective measures or cure any ambiguity, omission or manifest errors in ancillary amendments to this IndentureIndenture to give effect to such supplemental indenture as if it had been effective as of the Refinancing Date; (viiix) to take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other taxes, fees or assessments or to reduce the risk that the Issuer will be subject to tax (including as a result of being classified as a publicly traded partnership taxable as a corporation); (xi) (A) subject to the requirements of Section 2.13, to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes; or (B) with the consent of the Majority of the Controlling Class unless the Class A Notes are being refinanced in full, to permit the Issuer to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, including any modification necessary to (I) reflect the Refinancing of fixed rate Notes with floating rate Notes or vice versa, (II) establish a non-call period and, if applicable, prohibit future Refinancing of any class of refinancing obligations or (III) in the case of a Refinancing of the Secured Notes (a) modify the Weighted Average Life Test or (b) extend the Reinvestment Period, and to make such other changes as shall be necessary to facilitate a Refinancing; (xii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiii) [reserved]; (xiv) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xv) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders are materially adversely affected thereby); (ixxvi) to reduce the permitted minimum denomination of the Secured Notes; (xvii) to change the date on which reports are required to be delivered under this Indenture (provided that such change does not alter the frequency with which reports are required to be delivered under this Indenture); (xviii) to modify any provisions of the Indenture that potentially could result (in the reasonable judgment of the Collateral Manager) in non-compliance by the transaction with the EU Securitisation Laws, the UK Securitisation Laws or the Risk Retention Letter; (xix) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xx) with the consent of a Majority of the Controlling Class, to evidence any waiver or elimination by the Rating Agency of any requirement or condition of the Rating Agency set forth herein; (xxi) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxxii) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, stock exchange authority (including the Irish Stock Exchange plc trading as Euronext Dublin), listing agent, transfer agent or additional registrar after the Closing Refinancing Date that are applicable to the Notes or the transactions contemplated by this Indenture; orNotes; (xixxiii) with the consent of a Majority of the Controlling Class, to make any modification amend, modify or amendment determined by otherwise change the Issuer or the Collateral Manager (in consultation with legal counsel provisions of national reputation experienced in such matters) as necessary or advisable this Indenture so that (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to is not otherwise be considered a “covered fund” as defined for purposes under the Vxxxxxx Rule, (B) the Secured Notes are not considered to constitute “ownership interests” under the Vxxxxxx Rule or (C) ownership of the Xxxxxxx Secured Notes will otherwise be exempt from the Vxxxxxx Rule, ; (xxiv) to modify the definition of “Credit Risk Obligation” in each case so long a manner not materially adverse to any holders of any Class of Notes as evidenced by a certificate of the Collateral Manager delivered to the Trustee and the Holders of Secured Notes; (1xxv) to permit the Issuer to enter into any additional agreements not expressly prohibited by this Indenture as well as any such amendment, modification or amendment waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not have a material adverse effect on not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes, as evidenced by ; provided that (A) any such additional agreement shall include customary limited recourse and non-petition provisions and (B) the Trustee receives an Opinion opinion of Counsel counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); (xxvi) with the consent of the Majority of the Class A Notes, to modify (A) the Portfolio Tests or the definitions related thereto, (B) any of the Investment Criteria or (C) the Borrowing Base Condition or the definitions related thereto or the calculation thereof so long as the Rating Agency Condition is satisfied and no Secured Notes would be materially and adversely effected thereby; (2xxvii) such with the consent of the Majority of the Class A Notes, to modify or amend any component of the Concentration Limitations and the definitions related thereto which affect the calculation thereof so long as the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely effected thereby and the Rating Agency Condition is satisfied; (xxviii) to make any necessary or advisable changes to the Indenture in connection with the adoption of an Alternative Rate or Fallback Rate or to make Benchmark Conforming Changes; or (xxix) to make any modification determined by the Collateral Manager necessary or amendment is approved advisable to comply with U.S. Risk Retention Rules or the EU/UK Retention Requirements, including (without limitation) in writing by connection with a supermajority (662/3% based on the aggregate principal amount Refinancing, Optional Redemption, additional issuance of Notes held by or material amendment to any of the Transaction Documents. For the avoidance of doubt, Reset Amendments are not subject to any consent requirements that would otherwise apply to supplemental indentures described in this Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)8.1 or elsewhere herein.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without obtaining the consent of the Holders of any Holders Notes (except any consent required by clause (iiispecified below) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time maysubject to Section 8.3, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or and the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee Xxxxxxx and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this under clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class) above; (viiviii) otherwise [reserved]; (ix) to correct or supplement any inconsistency inconsistent or defective provisions herein, to cure any ambiguity, omission or manifest errors in this Indentureherein; (viiix) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other taxes, fees or assessments, or to reduce the risk of the Issuer being subject to Tax; (xii) (A) with the consent or at the direction of a Majority of the Subordinated Notes, to permit the Issuer to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, and to make such other changes as shall be necessary to facilitate a Refinancing, including any modification necessary to reflect the Refinancing of Notes that bear interest at a floating rate with notes that bear interest with a fixed rate or vice versa or (B) with the consent of the Collateral Manager and a Majority of the Controlling Class and the consent of a Majority of the Subordinated Notes, subject to the requirements specified under Section 2.13, to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes, and to make such other changes as shall be necessary to facilitate such issuance of Additional Notes; (xiii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiv) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xv) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders are materially adversely affected thereby); (ixxvi) to reduce the permitted Minimum Denomination of the Notes other than the Subordinated Notes; (xvii) to change the date on which reports are required to be delivered under this Indenture; provided that the Controlling Class Condition is satisfied with respect to such supplemental indenture; (xviii) to modify Section 3.3 or Section 7.20 to conform with applicable law; (xix) with the consent of a Majority of the Controlling Class, to evidence any waiver or elimination by any Rating Agency of any requirement or condition of such Rating Agency set forth herein; (xx) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by any rating agency) relating to collateral debt obligations in general published by any rating agency; provided that the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class; (xxi) to modify any defined term in Section 1.1 or any Schedule to this Indenture that begins with or includes the word “S&P” or “Fitch” (other than the defined term “S&P Rating Condition” or “Fitch Rating Condition”); provided that the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed); (xxii) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; provided that the Controlling Class Condition is satisfied with respect to such supplemental indenture; (xxxiii) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, Member State of the European Economic Area, stock exchange authority, listing agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes or Notes; provided that, other than in connection with an amendment solely to comply with the transactions contemplated by this Indenture; or (xi) U.S. Risk Retention Rules to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel permit a Refinancing, if a Majority of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such Holders, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of such Class of Notes; (xxiv) to amend, modify or otherwise change the provisions of this Indenture so that (A) the Issuer is not be a “covered fund” under the Xxxxxxx Rule, (B) the Secured Notes are not considered an to constitute “ownership interestinterests” as defined for purposes of under the Xxxxxxx Rule or (BC) for ownership of the Issuer to not Secured Notes will otherwise be considered a “covered fund” as defined for purposes of exempt from the Xxxxxxx Rule, ; provided that the consent to such supplemental indenture has been obtained from a Majority of the applicable Class of Notes to the extent a Majority of such Class notifies the Trustee in each case so long accordance with this Indenture that such supplemental indenture materially and adversely affects such holders; (1xxv) to modify the definition of “Credit Improved Obligation” or “Credit Risk Obligation” in a manner not materially adverse to any holders of any Class of Notes as any evidenced by an officer’s certificate of the Collateral Manager to the effect that such modification or amendment would not have a material be materially adverse effect on to the holder of any Class of Notes; provided that, the Issuer and the Trustee shall not execute any such supplemental indenture or amendment without the consent of a Majority of the Controlling Class; (xxvi) to permit the Issuer to enter into any additional agreements not expressly prohibited by this Indenture as evidenced by well as any amendment, modification or waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes; provided that (A) any such additional agreement shall include customary limited recourse and non-petition provisions, (B) the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class and (C) the Trustee receives an Opinion of Counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); (xxvii) to take any action to reduce or eliminate any tax imposed on the U.S. Retention Holder (or any of its direct or indirect owners) provided that, in the judgement of the U.S. Retention Holder (as certified to the Trustee, in which the Trustee shall be able to conclusively rely) in consultation with Dechert LLP, Cadwalader, Xxxxxxxxxx & Xxxx LLP or tax counsel of nationally recognized standing in the United States experienced in such matters, such action would not materially adversely affect the holders of Notes; provided further that the U.S. Retention Holder will not be required to comply with the foregoing requirement if the action taken is the organization of any wholly-owned special purpose vehicle of the Issuer that is treated as a corporation for U.S. federal income tax purposes to hold any asset that could cause the U.S. Retention Holder (or any of its direct or indirect owners) to be subject to tax; (xxviii) to take any action necessary or advisable for any Bankruptcy Subordination Agreement; and to (A) issue a new Note or Notes in respect of, or issue one or more new sub-classes of, any Class of Notes, in each case with new identifiers (including CUSIPs, ISINs and Common Codes, as applicable) in connection with any Bankruptcy Subordination Agreement; provided that, any sub-class of a Class of Notes issued pursuant to this clause shall be issued on identical terms as, and rank pari passu in all respects with, the existing Notes of such Class and (2B) provide for procedures under which beneficial owners of such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders Class that are not subject to a Bankruptcy Subordination Agreement, may take an interest in such new Notes or sub-class(es); (xxix) to make such changes as shall be necessary or advisable in the reasonable judgment of the Collateral Manager to facilitate a change to a Fallback Rate in accordance with the definition of “Benchmark”; and (xxx) to amend Section 13 Banking Entities 10.9 (voting as and related terms and sections) to replace the Accountants’ Reports required thereunder with more stringent accountants’ reports, which for the avoidance of doubt, may include a single class)full audit under GAAP.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any the Holders of the Notes (except any consent required by clause (iiias expressly provided below) or (vi) below), but only and with the prior written consent of the Collateral ManagerManager and, the Issuer and the Trusteeexcept as provided in Section 8.3, at any time and from time to time may, with without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required)Co-Issuers, when authorized by Board Resolutions, and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer or the Co-Issuer and the assumption by any such successor Person of the covenants of the Issuer herein or the Co-Issuer herein, and in the Notes; (ii) to add to the covenants of the Issuer Co-Issuers or the Trustee for the benefit of the Secured PartiesParties or to surrender any right or power conferred upon the Co-Issuers by this Indenture; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer Co-Issuers to rely upon any exemption from registration under the Securities Act or the Investment Company Act or otherwise comply with any applicable securities law, or to remove restrictions on resale and transfer to the extent not required thereunderhereunder, provided thatincluding, if without limitation, by reducing the Holders minimum denomination of any Class would of Notes; (vii) to make such changes (including the removal and appointment of any listing agent, transfer agent, paying agent or additional registrar in Ireland) as shall be materially necessary or advisable in order for the listed Offered Notes, if any, to be or remain listed on an exchange and adversely affected otherwise to amend this Indenture to incorporate any changes required or requested by such governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for the Notes in connection therewith; (viii) to correct or supplement any inconsistent or defective provisions in this Indenture or to cure any ambiguity, omission or errors in this Indenture; provided that notwithstanding anything in this Indenture to the contrary and without regard to any other consent requirement specified in this Indenture, any supplemental indenture to be entered into pursuant to this clause (vi), the consent viii) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Closing Date; (viiix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that notwithstanding anything in this Indenture to the contrary and without regard to any inconsistency or cure any ambiguity, omission or manifest errors other consent requirement specified in this Indenture, any supplemental indenture to be entered into pursuant to this clause (ix) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (viiix) to take any action necessary or advisable helpful to prevent (A) the Issuer or the Trustee from becoming subject to (or otherwise reducing) any withholding or other taxes, fees taxes or assessments, assessments (including by achieving FATCA Compliance; (ix) to change the name any tax imposed under Section 1446 of the Issuer in connection with the change in name or identity Code) other than by operation of Subchapter C of Chapter 63 of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule Code or (B) for the Issuer to not otherwise be considered from being treated as other than a “covered fund” as defined disregarded entity or partnership for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class).U.S. federal income tax purposes;

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes or any Hedge Counterparty (except any consent or direction specifically required by clause (iii) or (vi) below), but only the Co-Issuers, when authorized by Resolutions, and with the prior written consent of the Collateral Manager, the Issuer Portfolio Manager and the TrusteeRetention Holder, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided subject to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except requirement provided below in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required)this Section 8.1, may enter into one or more indentures supplemental hereto, hereto in form reasonably satisfactory to the Trustee, Trustee for any of the following purposes: (i) to evidence the succession of another Person to the Issuer or the Co-Issuer and the assumption by any such successor Person of the covenants of the Issuer or the Co-Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer Co-Issuers or the Trustee for the benefit of the Secured PartiesParties or to surrender any right or power herein conferred upon the Co-Issuers; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to for the conditions, limitations or restrictions on the authorized amount, terms and purposes benefit of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each HolderSecured Parties; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee Xxxxxxx and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 6.10, 6.12 and 6.12 hereof6.17; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer Co-Issuers to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to remove restrictions on resale and transfer of Notes to the extent not required under clause (vi) above; (viii) to make such changes as shall be necessary or advisable in order for any Notes to be listed or de-listed on any exchange; (ix) to make such changes as are necessary to permit the Co-Issuers (A) to issue additional debt of any one or more new classes that are subordinated to the existing Notes or (B) to issue additional debt of any one or more existing Classes; in each case in accordance with this Indenture; provided that, any such proposed supplemental indenture that relates to an additional issuance of Class A-1-R Notes (other than any such additional issuance that is a Risk Retention Issuance or that is being made contemporaneously with a Refinancing or Partial Redemption by Refinancing of the Class A-1-R Notes, as applicable) shall require the prior written consent of a Majority of the Class A-1-R Notes; (x) to make such changes as are necessary to effect a Risk Retention Issuance at any time in accordance with this Indenture; (xi) with the consent of a Majority of the Controlling Class, to correct or supplement any inconsistency inconsistent or defective provisions herein or to cure any ambiguity, omission or manifest errors in herein; provided that, notwithstanding anything herein to the contrary and without regard to any other consent requirement specified herein, any supplemental indenture to be entered into pursuant this Indentureclause (xi) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture as if it had been effective as of the Refinancing Date; (viiixii) to conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary and without regard to any other consent requirement specified herein, any supplemental indenture to be entered into pursuant this clause (xii) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture as if it had been effective as of the Refinancing Date; (xiii) to take any action necessary necessary, advisable or advisable helpful to prevent the Issuer or Issuer, the Holders of any Class of Notes, the Trustee from becoming subject to (or otherwise reducingto minimize) any withholding or other taxes, fees taxes or assessments, including by achieving FATCA Compliance; (ixxiv) to enter into any additional agreements not expressly prohibited by this Indenture as well as any agreement, amendment, modification or waiver (including, without limitation, amendments, modifications and waivers to this Indenture to the extent not described in clauses (i) through (xiii) above or clauses (xv) through (xxxiii) below); provided that a Majority of the Controlling Class and a Majority of the Interests has each consented thereto and the Portfolio Manager certifies in an Officer’s Certificate that, to the best of its knowledge, such agreement, amendment, modification or waiver is not reasonably expected to materially and adversely affect the rights or interest of any Holders of any Class of Notes from whom consent is not being requested; (xv) to make any modification determined by the Portfolio Manager, in consultation with legal counsel experienced in such matters, to be necessary or advisable for the transaction to comply with the Securitization Laws or the U.S. Risk Retention Rules, including (without limitation) in connection with a Refinancing, Optional Redemption, Re-Pricing, issuance of Additional Notes or material amendment to any of the Transaction Documents; (xvi) subject to the approval of a Majority of the Interests, to effect a Re-Pricing in conformity with Section 9.8, including without limitation to reflect the terms of a Re-Pricing; (xvii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xviii) subject to the approval of a Majority of the Interests, to effect a Refinancing in conformity with Section 9.2(b) or Section 9.3; (xix) to evidence any waiver or elimination by any Rating Agency of any requirement or condition of such Rating Agency set forth herein; provided that a Majority of the Controlling Class and a Majority of the Interests has each consented thereto; (xx) with the consent of a Majority of the Controlling Class, to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by the Rating Agency or any use of the Rating Agency’s credit models or guidelines for ratings determination) relating to collateral debt obligations in general published or otherwise communicated by the Rating Agency; (xxi) to modify (a) any Collateral Quality Test, (b) any defined term identified in Annex A to this Indenture utilized in the determination of any Collateral Quality Test, (c) any defined term in Annex A or any Schedule to this Indenture that begins with or includes the word “Xxxxx’x,” “Fitch” or “S&P”, (d) any limitation of the definition of “Concentration Limitations” or (e) the last sentence of Section 10.8(c); provided that, other than with respect to modifications to correct ambiguities, errors (including typographical errors), mistakes or inconsistencies otherwise permitted pursuant to this Section 8.1, for any changes with respect to (A) subclauses (a), (b), (c), (d) or (e) of this clause (xxi), (1) a Majority of the Controlling Class and a Majority of the Interests consent thereto in writing and (2) a Majority of the Class A-2 Notes has not objected to such supplemental indenture within five Business Days of notice thereof, or (B) any defined term in this Indenture or any Schedule hereto that begins with or includes the word “Fitch” pursuant to subclause (c) of this clause (xxi), the Fitch Rating Condition has been satisfied with respect thereto; (xxii) to amend, modify or otherwise accommodate changes to Section 7.13 relating to the administrative procedures for reaffirmation of ratings on the Notes; (xxiii) to change the name of the Issuer or the Co-Issuer in connection with the change in name or identity of the Collateral Portfolio Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer or the Co-Issuer does not have a license; (xxxiv) with the consent of a Majority of the Controlling Class and a Majority of the Interests, to modify the definition of “Credit Improved Obligation,” “Credit Risk Obligation,” “Defaulted Obligation” or “Equity Security,” the restrictions on the sales of Collateral Obligations set forth in Section 12.1 or the Investment Criteria set forth in Section 12.2 (other than the calculation of the Concentration Limitations and the Collateral Quality Test) so long as the Portfolio Manager certifies in an Officer’s Certificate that, to the best of its knowledge, such modification would not reasonably be expected to have a materially adverse effect on the Holders of any Class of Notes which has not otherwise consented thereto; (xxv) [reserved]; (xxvi) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xxvii) to make such changes (including to authorize the appointment of any listing agent, listing advisor, transfer agent, paying agent or additional registrar for any Class of Notes) required or advisable in connection with the listing of any Class of Notes on any stock exchange (including the Cayman Islands Stock Exchange), and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, listing advisor, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith, or to be de-listed from an exchange, if, in the sole judgment of the Portfolio Manager, the maintenance of the listing is unduly onerous or burdensome; (xxviii) to change the minimum denomination of any Class of Notes; (xxix) to amend, modify or otherwise accommodate changes to this Indenture the provisions hereof to (A) allow the Issuer to comply with any rule law, statute, rule, regulation or regulation enacted technical or interpretive guidance enacted, effected or issued by regulatory agencies of the United States federal government after or any other state or foreign government (including, without limitation, the Closing Date European Union or any member state of the European Economic Area or the United Kingdom) or regulatory agency thereof that are is applicable to the Issuer, the Notes or the transactions contemplated by this Indentureherein (including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (including with respect to commodity pool rules and the Xxxxxxx Rule), and the EU/UK Risk Retention Requirements or other requirements in the Securitization Laws) or any stock exchange authority, listing agent, transfer agent or additional registrar after the Refinancing Date; or or (xiB) to make any modification or amendment determined by (1) cause the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes not to not be considered an a “ownership interestcovered fund” as defined for purposes of under the Xxxxxxx Rule or (B2) for cause the Issuer Notes (or any of them) not to not otherwise be considered “ownership interests” in a “covered fund” as defined fund for purposes of the Xxxxxxx Rule; provided that the written consent of a Majority of the Interests has been obtained for any such supplemental indenture; (xxx) to take any action necessary or advisable to implement the Bankruptcy Subordination Agreement; or (A) issue new certificates or divide a Bankruptcy Subordinated Class into one or more sub-classes of Notes, in each case so long case, with new identifiers (1) as any such modification or amendment would not have a material adverse effect on any Class of Notesincluding CUSIPs, ISINs and Common Codes, as evidenced applicable); provided that any certificate or sub-class of Notes of a Bankruptcy Subordinated Class issued pursuant to this clause will be issued on identical terms (other than with respect to payment rights being modified pursuant to the Bankruptcy Subordination Agreement) with the existing Notes of such Bankruptcy Subordinated Class and (B) provide for procedures under which beneficial owners of the Notes of such Bankruptcy Subordinated Class that are subject to the Bankruptcy Subordination Agreement will receive an interest in such new certificate or sub-class; (xxxi) following the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, to make any changes determined by an Opinion of Counsel (which may the Portfolio Manager in its reasonable judgment to be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable to facilitate a change from the Reference Rate to an Alternative Rate, it being understood that no such supplemental indenture shall be required for purposes of adopting an Alternative Rate in accordance with the definition thereof; (xxxii) subject to the approval of a Majority of the Interests, in connection with a Refinancing of all Classes of Notes in full, to (a) effect an extension of the end of the Reinvestment Period, (b) establish a non-call period for the replacement notes or loans or other financial arrangements issued or entered into in connection with such Refinancing, (c) modify the Weighted Average Life Test, (d) provide for a stated maturity of the replacement notes or loans or other financial arrangements issued or entered into in connection with such Refinancing that is later than the Stated Maturity of the Notes or (e) make any other amendments that would otherwise be subject to the consent rights of the Notes pursuant to this Article VIII; (xxxiii) following the addition of the Cayman Islands to either of the EU/UK Restricted Lists, to make any amendments necessary to effect a change in the judgment Issuer’s jurisdiction of incorporation (whether by merger, reincorporation, transfer of assets or otherwise); or (xxxiv) to change the counsel delivering date within the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based month on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that which reports are Section 13 Banking Entities (voting as a single class)required to be delivered hereunder.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent as may be expressly required by clause (iiibelow) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to make such changes (including the removal and appointment of any listing agent) as shall be necessary or advisable in order for the Secured Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (ix) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that, if notwithstanding anything herein to the Holders of contrary and without regard to any Class would be materially and adversely affected by such other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (vi), ix) may also provide for any corrective measures or ancillary amendments to the consent Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Closing Date; (viix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary and without regard to any inconsistency other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (x) may also provide for any corrective measures or cure any ambiguity, omission or manifest errors in this Indentureancillary amendments to the Indenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (viiixi) to take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other taxes, fees or assessments; (xii) (A) with the consent or at the direction of a Supermajority of the Subordinated Notes (and, in the case of an additional issuance of Secured Notes (other than in connection with a Risk Retention Issuance), a Majority of the Controlling Class), to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes; or (B) with the consent or at the direction of a Majority of the Subordinated Notes to permit the Issuer (1) to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, including any modification necessary to (I) reflect the Refinancing of fixed rate Notes with floating rate Secured Notes or vice versa, (II) establish a non-call period and, if applicable, prohibit future Refinancing and Re-Pricing of any class of refinancing obligations or (III) in the case of a Refinancing of all Classes of Secured Notes (a) modify the Weighted Average Life Test or (b) extend the Reinvestment Period, and to make such other changes as shall be necessary to facilitate a Refinancing or (2) to make such changes as shall be necessary to facilitate the Issuer to effect a Re-Pricing; (xiii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiv) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xv) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders are materially adversely affected thereby); (ixxvi) to reduce the permitted minimum denomination of the Secured Notes; (xvii) to change the date on which reports are required to be delivered under this Indenture; (xviii) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xix) with the consent of a Majority of the Controlling Class, to evidence any waiver or elimination by any Rating Agency of any requirement or condition of such Rating Agency set forth herein; (xx) with the consent of a Majority of the Controlling Class, to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by either of the Rating Agencies) relating to collateral debt obligations in general published by either of the Rating Agencies; (xxi) with the consent of a Majority of the Controlling Class, to modify any defined term in Section 1.1 or any Schedule to this Indenture that begins with or includes the word “Fitch” or “S&P” (other than the defined terms “Global Rating Agency Condition” and “S&P Rating Condition”); (xxii) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxxiii) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, Relevant Member State of the European Economic Area, stock exchange authority, listing agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes or Notes; provided that, other than in connection with an amendment solely to comply with the transactions contemplated by this Indenture; or (xi) U.S. Risk Retention Rules to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel permit a Refinancing, if a Majority of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such Holders, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of such Class of Notes; (xxiv) to not be considered an “ownership interest” as defined for purposes amend, modify or otherwise change the provisions of the Xxxxxxx Rule or this Indenture so that (BA) for the Issuer to is not otherwise be considered a “covered fund” as defined for purposes under the Vxxxxxx Rule, (B) the Secured Notes are not considered to constitute “ownership interests” under the Vxxxxxx Rule or (C) ownership of the Xxxxxxx Secured Notes will otherwise be exempt from the Vxxxxxx Rule; provided that the consent to such supplemental indenture has been obtained from a Supermajority of the Section 13 Banking Entities (voting as a single class); (xxv) with the consent of a Majority of the Controlling Class, to modify the definition of “Credit Improved Obligation” or “Credit Risk Obligation” in each case so long (1) a manner not materially adverse to any holders of any Class of Notes as any evidenced by an Officer’s certificate of the Collateral Manager to the effect that such modification or amendment would not have a material be materially adverse effect on to the holder of any Class of Notes; (xxvi) to permit the Issuer to enter into any additional agreements not expressly prohibited by this Indenture as well as any amendment, as evidenced by modification or waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes; provided that (A) any such additional agreement shall include customary limited recourse and non-petition provisions; (B) the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class and (C) the Trustee receives an Opinion opinion of Counsel counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); (xxvii) with the consent of a Majority of the Controlling Class, and to modify (2A) such modification the Collateral Quality Tests or amendment is approved in writing by a supermajority the definitions related thereto, (662/3% based B) any of the Investment Criteria, (C) the requirements regarding the Issuer (or the Collateral Manager on the aggregate principal amount Issuer’s behalf) voting in favor of a Maturity Amendment or (D) the Coverage Tests or the definitions related thereto or the calculation thereof, so long as the Collateral Manager certifies that no Class of Secured Notes (other than the Controlling Class) would be materially and adversely affected thereby; (xxviii) with the consent of a Majority of the Controlling Class, to modify any provision to facilitate an exchange of one obligation for another obligation of the same Obligor that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; provided that no such supplemental indenture shall be required to facilitate any exchange of one obligation for another obligation in accordance with Article XII hereof; (xxix) with the consent of a Majority of the Controlling Class, to modify or amend any component of the Concentration Limitations and the definitions related thereto which affect the calculation thereof so long as the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely affected thereby and the Global Rating Agency Condition is satisfied; (xxx) to make any necessary or advisable changes (in the reasonable judgment of the Collateral Manager) to the Indenture in connection with the adoption of an Alternative Rate; or (xxxi) to make any modification determined by the Collateral Manager necessary or advisable to comply with U.S. Risk Retention Rules, including (without limitation) in connection with a Refinancing, Optional Redemption, Re-Pricing, additional issuance of Notes held by Section 13 Banking Entities) or material amendment to any of Holders that are Section 13 Banking Entities (voting as a single class)the Transaction Documents.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent required by clause clauses (iii) or ), (vi) below), (ix), (xii), (xiii)or (xvi)below) but only with the prior written consent of the Collateral Manager, the Issuer Issuer, when authorized by Board Resolutions, and the Trustee, Trustee at any time and from time to time subject to Section 8.3, may, with without an Opinion of Counsel (which may be based on or an Officer’s certificate provided by the Issuer or of the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether or not any Class of the Notes would not be materially and adversely affected thereby (except in the case of clause clauses (iii), (vi), (ix), (xii), (xiii) or (vi) below for which no such Opinion of Counsel shall be requiredxvi)below), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, ; provided that, that if the Holders of any Class of Notes would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from a Majority of each Holdersuch Class; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, ; provided that, that if the Holders of any Class of Notes would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from a Majority of each Holder of such ClassClass ; (vii) otherwise to make such changes (including the removal and appointment of any listing agent or Paying Agent in Ireland) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (viii) to correct or supplement any inconsistency inconsistent or defective provisions in this Indenture, to cure any ambiguity, omission or manifest errors in this IndentureIndenture or to conform the provisions of this Indenture to the Offering Circular; (viiiix) to take any action necessary or advisable helpful to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) any withholding or other taxes, fees taxes or assessments; provided that, including if the Holders of any Class of Notes would be materially and adversely affected by achieving FATCA Compliance; such supplemental indenture entered into pursuant to this clause (ix) ), the consent to change the name such supplemental indenture has been obtained from a Majority of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a licenseeach such Class; (x) to amend, modify or otherwise accommodate make such changes as shall be necessary to this Indenture permit the Issuer to comply issue additional Subordinated Notes; provided that any such additional issuance of Subordinated Notes shall be issued in accordance with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or, including Sections 2.13 and 3.2; (xi) to make amend the name of the Issuer; (xii) to modify, amend or add to any modification or amendment determined by component of the Issuer or Asset Quality Matrix, the restrictions on the sales of Collateral Obligations, the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary Quality Test or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for Concentration Limitations and the Issuer to definitions related thereto which affect the calculation thereof in a manner that would not otherwise be considered a “covered fund” as defined for purposes materially and adversely affect any holder of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by a certificate of an officer of the Collateral Manager or an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion) and with respect to which the Global Rating Agency Condition is satisfied; provided that if the holders of any Class of Notes would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (xii), and the consent to such supplemental indenture has been obtained from a Majority of each such Class; (2xiii) such modification to take any action advisable to prevent the Issuer from becoming subject to withholding or amendment is approved other taxes, fees or assessments or to prevent the Issuer from being treated as engaged in writing by a supermajority (662/3% based trade or business within the United States for United States federal income tax purposes or otherwise being subject to United States federal, state or local income tax on a net income basis; provided that if the aggregate principal amount holders of any Class of Notes held would be materially and adversely affected by Section 13 Banking Entitiessuch supplemental indenture entered into pursuant to this clause (xiii), the consent to such supplemental indenture has been obtained from a Majority of each such Class; (xiv) to modify any provision to facilitate an exchange of Holders one obligation for another obligation of the same Obligor that are Section 13 Banking Entities has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (voting xv) to evidence any waiver or modification by any Rating Agency as to any requirement or condition, as applicable, of such Rating Agency set forth herein or to modify the terms hereof in order that it may be consistent with the requirements of the Rating Agencies, including to address any change in the rating methodology employed by either Rating Agency; or (xvi) to make such other changes as the Issuer deems appropriate and that do not materially and adversely affect the interests of any holder of the Notes as evidenced by an Opinion of Counsel delivered to the Trustee (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion) or a single class)certificate of an Officer of the Collateral Manager.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent required by clause (iiiunless otherwise specified below) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trusteetrustee or collateral agent, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that, if notwithstanding anything herein to the Holders of contrary and without regard to any Class would be materially and adversely affected by such other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (vi), the consent viii) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Closing Date; (viiix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary and without regard to any inconsistency other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (x) may also provide for any corrective measures or cure any ambiguity, omission or manifest errors in ancillary amendments to this IndentureIndenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (viiix) to take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other taxes, fees or assessments; (xi) (A) subject to the requirements of Section 2.13, to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes; or (B) to permit the Issuer to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, including any modification necessary to (I) reflect the Refinancing of fixed rate Notes with floating rate Notes or vice versa, (II) establish a non-call period and, if applicable, prohibit future Refinancing of any class of refinancing obligations, (III) amend the base rate component and any adjustment thereto used to determine the interest rate on the refinancing obligations or (IV) in the case of a Refinancing of all Classes of Secured Notes (a) modify the Weighted Average Life Test or (b) extend the Reinvestment Period, and to make such other changes as shall be necessary to facilitate a Refinancing; (xii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiii) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xiv) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders are materially adversely affected thereby); (ixxv) to reduce the permitted minimum denomination of the Secured Notes; (xvi) to change the date on which reports are required to be delivered under this Indenture; (xvii) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xviii) to evidence any waiver or elimination by the Rating Agency of any requirement or condition of the Rating Agency set forth herein; (xix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxx) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, any member state of the European Economic Area, U.K. authority, stock exchange authority, listing agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes; (xxi) to amend, modify or otherwise change the provisions of this Indenture so that (A) the Issuer is not a “covered fund” under the Xxxxxxx Rule, (B) the Secured Notes are not considered to constitute “ownership interests” under the Xxxxxxx Rule or (C) ownership of the Secured Notes will otherwise be exempt from the Xxxxxxx Rule; (xxii) to modify the definition of “Credit Risk Obligation” in a manner not materially adverse to any holders of any Class of Notes as evidenced by a certificate of the Collateral Manager delivered to the Trustee and the Holders of Secured Notes; (xxiii) to permit the Issuer to enter into any additional agreements not expressly prohibited by this Indenture as well as any amendment, modification or waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes; provided that any such additional agreement shall include customary limited recourse and non-petition provisions; (xxiv) to modify (A) with the consent of a Majority of the Controlling Class, the Portfolio Tests or the transactions contemplated by this Indenturedefinitions related thereto, (B) with the consent of a Majority of the Controlling Class, any of the Investment Criteria or (C) with the consent of a Majority of the Controlling Class (unless such modification is in connection with the additional issuance of an additional Class of Notes, in which case such consent shall not be required), the Borrowing Base Condition or the definitions related thereto or the calculation thereof so long as the Rating Agency Condition is satisfied and the Collateral Manager certifies to the Trustee (with copies delivered to the Noteholders) that the Secured Notes would not be materially and adversely effected thereby; (xxv) with the consent of a Majority of the Controlling Class, to modify or amend any component of the Concentration Limitations and the definitions related thereto which affect the calculation thereof so long as the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely effected thereby and the Rating Agency Condition is satisfied; (xxvi) to make any necessary or advisable changes to the Indenture in connection with the adoption of an Alternative Rate or Fallback Rate or to make Benchmark Conforming Changes; or (xixxvii) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable to comply with U.S. Risk Retention Rules, the E.U. Securitization Laws or the U.K. Securitization Laws, including (Awithout limitation) for any Class in connection with a Refinancing, Optional Redemption, additional issuance of Notes or material amendment to not be considered an “ownership interest” as defined for purposes any of the Xxxxxxx Rule Transaction Documents. For the avoidance of doubt, Reset Amendments are not subject to any consent requirements that would otherwise apply to supplemental indentures described in this Section 8.1 or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)elsewhere herein.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent required by clause (iiiunless otherwise specified below) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that, if notwithstanding anything herein to the Holders of contrary and without regard to any Class would be materially and adversely affected by such other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (vi), the consent viii) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Closing Date; (viiix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary and without regard to any inconsistency other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (x) may also provide for any corrective measures or cure any ambiguity, omission or manifest errors in ancillary amendments to this IndentureIndenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (viiix) to take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other taxes, fees or assessments or to reduce the risk that the Issuer will be subject to tax (including as a result of being classified as a publicly traded partnership taxable as a corporation); (xi) (A) subject to the requirements of Section 2.13, to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes; or (B) to permit the Issuer to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, including any modification necessary to (I) reflect the Refinancing of fixed rate Notes with floating rate Notes or vice versa, (II) establish a non-call period and, if applicable, prohibit future Refinancing of any class of refinancing obligations or (III)in the case of a Refinancing of the Secured Notes (a) modify the Weighted Average Life Test or (b) extend the Reinvestment Period, and to make such other changes as shall be necessary to facilitate a Refinancing; (xii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiii) [reserved]; (xiv) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xv) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders are materially adversely affected thereby); (ixxvi) to reduce the permitted minimum denomination of the Secured Notes; (xvii) to change the date on which reports are required to be delivered under this Indenture; (xviii) to modify any provisions of the Indenture that potentially could result (in the reasonable judgment of the Collateral Manager) in non-compliance by the transaction with the EU Securitisation Laws, the UK Securitisation Law or the Risk Retention Letter; (xix) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xx) to evidence any waiver or elimination by the Rating Agency of any requirement or condition of the Rating Agency set forth herein; (xxi) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxxii) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, exchange authority, listing agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; orNotes; (xixxiii) to make any modification amend, modify or amendment determined by otherwise change the Issuer or the Collateral Manager (in consultation with legal counsel provisions of national reputation experienced in such matters) as necessary or advisable this Indenture so that (A) for any Class of the Issuer is not a “covered fund” under the Xxxxxxx Rule, (B) the Secured Notes are not considered to not be considered an constitute “ownership interestinterests” as defined for purposes of under the Xxxxxxx Rule or (BC) for ownership of the Secured Notes will otherwise be exempt from the Xxxxxxx Rule; (xxiv) to modify the definition of “Credit Risk Obligation” in a manner not materially adverse to any holders of any Class of Notes as evidenced by a certificate of the Collateral Manager delivered to the Trustee and the Holders of Secured Notes; (xxv) to permit the Issuer to enter into any additional agreements not otherwise be considered a “covered fund” expressly prohibited by this Indenture as defined for purposes of the Xxxxxxx Rule, in each case so long (1) well as any such amendment, modification or amendment waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not have a material adverse effect on not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes, as evidenced by ; provided that (A) any such additional agreement shall include customary limited recourse and non-petition provisions and (B) the Trustee receives an Opinion opinion of Counsel counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); (xxvi) with the consent of the Majority of the Class A Notes, to modify (A) the Portfolio Tests or the definitions related thereto, (B) any of the Investment Criteria or (C) the Borrowing Base Condition or the definitions related thereto or the calculation thereof so long as the Rating Agency Condition is satisfied and no Secured Notes would be materially and adversely effected thereby; (2xxvii) such with the consent of the Majority of the Class A Notes, to modify or amend any component of the Concentration Limitations and the definitions related thereto which affect the calculation thereof so long as the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely effected thereby and the Rating Agency Condition is satisfied; or (xxviii) to make any modification determined by the Collateral Manager necessary or amendment is approved advisable to comply with U.S. Risk Retention Rules or the EU/UK Retention Requirements, including (without limitation) in writing by connection with a supermajority (662/3% based on the aggregate principal amount Refinancing, Optional Redemption, additional issuance of Notes held by or material amendment to any of the Transaction Documents. For the avoidance of doubt, Reset Amendments are not subject to any consent requirements that would otherwise apply to supplemental indentures described in this Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)8.1 or elsewhere herein.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any Holders (except any consent required by clause (iii) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Signing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/366 2/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class).

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any Holders (except any consent required by clause (iii) or (vi) below), but only with the prior written consent of the Collateral ManagerNotes, the Issuer Company, when authorized by a Board Resolution, and the Trustee, upon receipt of a Company Request, at any time and from time to time maytime, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, hereto for any of the following purposes: (ia) (x) to cure any ambiguity, manifest error or defect or (y) to cure any omission or inconsistency; provided that, in the case of clause (y) only if the rights of the Holders are not adversely affected in any material respect; or (b) to evidence the succession of another Person to the Issuer Company and the assumption by any such successor Person of the covenants and obligations of the Issuer Company herein and in the Notes;; or (iic) to add guarantees with respect to the Notes; or (d) to provide for a successor trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; or (e) to provide for the issuance of Additional Notes, to the extent that the Company and the Trustee deem such amendment necessary or advisable in connection with such issuance; provided that no such amendment or supplement may impair the rights or interests of any holder of the Outstanding Notes; or (f) to increase the Conversion Rate; or (g) to secure the Notes; or (h) to add to the covenants of the Issuer or the Trustee Company for the benefit of the Secured Parties;Holders of Notes or to surrender any right or power herein conferred upon the Company; or (iiii) to convey, transfer, assign, mortgage provide for the conversion of Notes pursuant to Section 12.10; or (j) to make any changes or pledge any property modifications to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notesthis Indenture, provided that, if the Holders would be materially and adversely affected by that such supplemental indenture entered into action pursuant to this clause (iii), j) shall not adversely affect the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any rights of the provisions Holders of Notes in any material respect; provided further that any such action to conform the terms of this Indenture as shall be necessary or the Notes to facilitate the administration description of the trusts hereunder by more than one Trustee, pursuant Notes contained in the Offering Circular shall not be deemed to be adverse to the Holders of Notes; or (k) to comply with the requirements of Sections 6.9, 6.10 the Trust Indenture Act or the rules and 6.12 hereof; (v) regulations of the SEC thereunder in order to correct effect or amplify maintain the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien qualification of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to under the lien of this Trust Indenture any additional property;Act; or (vil) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect make any changes or modifications necessary in ERISA or other applicable law or regulation (or connection with the interpretation thereof) or to enable registration of the Issuer to rely upon any exemption from registration Notes under the Securities Act as contemplated in the Registration Rights Agreement; provided that such change or modification does not adversely affect the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if interests of the Holders of the Notes in any Class would be materially and adversely affected material respect. Upon Company Request, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture entered into pursuant to this clause (vi)indenture, the consent to such Trustee shall join with the Company in the execution of any supplemental indenture has been obtained from each Holder authorized or permitted by the terms of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) and to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which further appropriate agreements and stipulations that may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)therein contained.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent as may be required by clause in clauses (iiixii), (xiv), (xvii) or and (vixx) below), ) but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, Manager at any time and from time to time maytime, with subject to Section 8.3, and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law or to enable the Issuer to comply with any applicable Retention Requirement Laws; (vii) to remove restrictions on resale and transfer of any Notes (other than Class E Notes or Class F Notes) to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this under clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class) above; (viiviii) otherwise to make such changes (including the removal and appointment of any listing agent in Ireland) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (ix) to correct any inconsistency inconsistent or defective provisions herein or to cure any ambiguity, omission or manifest errors in this Indentureherein; (viiix) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary or advisable helpful to prevent the Issuer Issuer, the holders of any Notes or the Trustee from becoming subject to (or otherwise reducingto minimize) any withholding or other taxes, fees taxes or assessments, including by achieving FATCA Compliance; (ixxii) to change (A) with the name consent of a Majority of the Interests and a Majority of the Class A Notes, to permit the Issuer to issue additional notes in accordance with this Indenture; or (B) at the direction of a Majority of the Interests to permit the Issuer to issue replacement securities in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation Refinancing or to avoid reduce the use spread over LIBOR (or stated interest rate, in the case of Fixed Rate Notes) in connection with a trade name Re-Pricing, in each case in accordance with this Indenture; provided, that, for the avoidance of doubt, the supplemental indenture executed in connection therewith shall only effect such additional issuance, Refinancing or trademark in respect Re-Pricing, as applicable, and shall not modify any other provisions of which the Issuer does not have a licensethis Indenture; (xxiii) to modify the procedures herein relating to compliance with Rule 17g-5; (xiv) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by Moody’s or any use of Moody’s credit models or guidelines for ratings determination) relating to collateral debt obligations in general published or otherwise communicated by Moody’s; provided, that, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of the applicable Class of Notes if a Majority of such Class notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such holders; (xv) to amend, modify or otherwise accommodate changes to this Indenture to comply with any statute, rule or regulation enacted by regulatory agencies of the United States federal government or any Member State of the European Economic Area or otherwise under European law, after the Closing Date that are applicable to the Issuer, the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification Indenture or amendment determined by the Issuer Offering Circular, including, without limitation, any applicable Retention Requirements Laws, securities laws or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) Xxxx-Xxxxx and all rules and regulations thereunder, or as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not may otherwise be considered required so that Issuer is not a “covered fund” as defined for purposes of in the Xxxxxxx Rule; (xvi) to modify any provision to facilitate an exchange of one obligation for another obligation of the same Obligor that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xvii) to evidence any waiver or modification by Xxxxx’x as to any requirement or condition, as applicable, of Xxxxx’x set forth in each case so long (1) as this Indenture; provided, that, the Trustee shall not execute any such modification or amendment would not have supplemental indenture without the consent of a material adverse effect on any Majority of the applicable Class of Notes, as evidenced by an Opinion Notes if a Majority of Counsel such Class notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such holders; (which may be supported as xviii) to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in accommodate the judgment settlement of the counsel delivering Notes in book-entry form through the opinion)facilities of DTC or otherwise; (xix) to change the date within the month on which reports are required to be delivered under this Indenture; or (xx) to modify any of the Collateral Quality Tests, the Investment Criteria, the Concentration Limitations or any related definitions, or the restrictions described in Sections 7.20 or 7.21; provided, that, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of the Controlling Class except as otherwise provided in clause (xiv) above; provided, further, that the Issuer and (2) the Trustee shall not execute any such modification or amendment supplemental indenture unless the Xxxxx’x Rating Condition is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)satisfied.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent as may be expressly required by clause (iiibelow) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall as may be requiredexpressly required below), the Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to make such changes (including the removal and appointment of any listing agent) as shall be necessary or advisable in order for the Secured Notes to be or remain listed on an exchange, including Euronext Dublin; (ix) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that, if notwithstanding anything herein to the Holders of contrary and without regard to any Class would be materially and adversely affected by such other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (vi), ix) may also provide for any corrective measures or ancillary amendments to the consent Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Closing Date; (viix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary and without regard to any inconsistency other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (x) may also provide for any corrective measures or cure any ambiguity, omission or manifest errors in this Indentureancillary amendments to the Indenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (viiixi) to take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other taxes, fees or assessments; (xii) (A) with the consent or at the direction of a Supermajority of the Subordinated Notes (and, in the case of an additional issuance of Secured Notes (other than in connection with a Risk Retention Issuance), a Majority of the Controlling Class), to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes; or (B) with the consent or at the direction of a Majority of the Subordinated Notes to permit the Issuer (1) to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, including any modification necessary to (I) reflect the Refinancing of fixed rate Notes with floating rate Notes or vice versa, (II) establish a non-call period and, if applicable, prohibit future Refinancing and Re-Pricing of any class of refinancing obligations or (III) in the case of a Refinancing of all Classes of Secured Notes (a) modify the Weighted Average Life Test or (b) extend the Reinvestment Period, and to make such other changes as shall be necessary to facilitate a Refinancing or (2) to make such changes as shall be necessary to facilitate the Issuer to effect a Re-Pricing; (xiii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiv) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xv) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders are materially adversely affected thereby); (ixxvi) to reduce the permitted minimum denomination of the Secured Notes; (xvii) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xviii) to evidence any waiver or elimination by any Rating Agency of any requirement or condition of such Rating Agency set forth herein; (xix) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by either of the Rating Agencies) relating to collateral debt obligations in general published by either of the Rating Agencies; (xx) to modify any defined term in Section 1.1 or any Schedule to this Indenture that begins with or includes the word “Fitch” or “S&P” (other than the defined terms “Global Rating Agency Condition” and “S&P Rating Condition”); (xxi) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxxii) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, Relevant Member State of the European Economic Area, stock exchange authority, listing agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes or Notes; provided that, other than in connection with an amendment solely to comply with the transactions contemplated by this Indenture; or (xi) U.S. Risk Retention Rules to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel permit a Refinancing, if a Majority of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such Holders, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of such Class of Notes; (xxiii) to amend, modify or otherwise change the provisions of this Indenture so that (A) the Issuer is not be a “covered fund” under the Xxxxxxx Rule, (B) the Secured Notes are not considered an to constitute “ownership interestinterests” as defined for purposes of under the Xxxxxxx Rule or (BC) for ownership of the Secured Notes will otherwise be exempt from the Xxxxxxx Rule; provided that the consent to such supplemental indenture has been obtained from a Supermajority of the Section 13 Banking Entities (voting as a single class); (xxiv) to permit the Issuer to enter into any additional agreements not otherwise be considered a “covered fund” expressly prohibited by this Indenture as defined for purposes of the Xxxxxxx Rule, in each case so long (1) well as any such amendment, modification or amendment waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not have a material adverse effect on not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes, as evidenced by ; provided that (A) any such additional agreement shall include customary limited recourse and non-petition provisions; (B) the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class and (C) the Trustee receives an Opinion opinion of Counsel counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); (xxv) to modify (A) the Collateral Quality Tests or the definitions related thereto, (B) any of the Investment Criteria, (C) the requirements regarding the Issuer (or the Collateral Manager on the Issuer’s behalf) voting in favor of a Maturity Amendment or (D) the Coverage Tests or the definitions related thereto or the calculation thereof, so long as (I) the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely affected thereby and (2II) a Majority of the Controlling Class consents to such modification; (xxvi) to modify any provision to facilitate an exchange of one obligation for another obligation of the same Obligor that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; provided that no such supplemental indenture shall be required to facilitate any exchange of one obligation for another in accordance with Article XII hereof; (xxvii) to modify or amend any component of the Concentration Limitations and the definitions related thereto which affect the calculation thereof so long as the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely affected thereby, a Majority of the Controlling Class consents to such modification and the Global Rating Agency Condition is satisfied; (xxviii) to make any necessary or amendment is approved advisable changes to the Indenture in writing connection with the adoption of an Alternative Rate; or (xxix) to make any modification determined by the Collateral Manager necessary or advisable to comply with U.S. Risk Retention Rules, including (without limitation) in connection with a supermajority (662/3% based on the aggregate principal amount Refinancing, Optional Redemption, Re-Pricing, additional issuance of Notes held by or material amendment to any of the Transaction Documents; provided that a Majority of the Controlling Class has not objected to such modification within 15 Business Days of notice of such supplemental indenture. The provisions regarding deemed consent described in the second paragraph in Section 13 Banking Entities) 8.2 below shall apply in the case of Holders that are any supplemental indenture entered into in accordance with this Section 13 Banking Entities 8.1 to the extent such supplemental indenture requires the consent of holders of any Class of Notes (voting as a single classother than the Class A-1 Notes).

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent for the consents required by clause clauses (iii), (vii) or (viix) below), ) but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, ; provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the that consent to such supplemental indenture has been obtained from each Holdera Majority of the Controlling Class; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct clarify or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer to the extent not required thereunder, under clause (vi) above; provided that, if consent to such supplemental indenture has been obtained from a Majority of the Holders Controlling Class; (viii) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that the Issuer shall have received a written opinion of any Class its counsel that is a nationally recognized law firm (which will be promptly forwarded to the Trustee and upon which the Trustee may rely) stating that (a) the execution of such supplemental indenture is permitted by this clause (viii) and (b) the Secured Notes would not be materially and adversely affected by such supplemental indenture (which written opinion, solely for purposes of this sub-clause (b), may be based on an Officer’s certificate from the Collateral Manager certifying as to whether the Secured Notes would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (viindenture), the consent to such supplemental indenture has been obtained from each Holder of such Class;; or (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viiiix) to take any action necessary or advisable helpful to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) any withholding or other taxes, fees taxes or assessments, including by achieving FATCA Compliance; (ix) ; provided that consent to change the name such supplemental indenture has been obtained from a Majority of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)Controlling Class.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes or Interests (except any consent required by clause clauses (iiixii), (xiv), (xviii), (xx), (xxi), (xxii) or (vixxiii) below), ) but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in the case of any opinion required by clause (iiixiv) or (vi) below for which no such Opinion of Counsel shall be requiredbelow), the Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to make such changes (including the removal and appointment of any listing agent) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (ix) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that, if that a Supermajority of the Holders of the Class A Notes has not objected to such supplemental indenture by providing written notice thereof to the Trustee up to one Business Day prior to execution of such supplemental indenture (upon receipt of such objection, the Trustee shall not enter into such supplemental indenture without the consent of a Supermajority of the Class A Notes); (x) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary or helpful to prevent the Issuer, any Holder or the Trustee from becoming subject to (or to reduce) any withholding or other taxes or assessments; (xii) (A) to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes (provided that in the case of an additional issuance of Class A Notes, a Supermajority of the Class A Notes consents thereto), or (B) to permit the Issuer (1) to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, and to make such other changes as shall be necessary to facilitate a Refinancing; or (2) to make such changes as shall be necessary to facilitate the Issuer to effect a Re-Pricing. (xiii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiv) to permit the Issuer to enter into any additional agreements not expressly prohibited by this Indenture as well as any amendment, modification or waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would be not, upon or after becoming effective, materially and adversely affected by affect the rights or interests of holders of any Class of Notes; provided that (A) any such supplemental indenture entered into pursuant to this clause additional agreement include customary limited recourse and non-petition provisions; (vi), B) the consent to such supplemental indenture has been obtained from each Holder a Majority of the Class A Notes (such Class; consent not to be unreasonably withheld or delayed) and (viiC) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject receives an Opinion of Counsel with respect to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ix) to change whether the name interests of the Issuer in connection with the change in name or identity holders of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not would be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); (xv) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xvi) to take any action necessary or advisable to prevent the Issuer or the pool of Assets from being required to register under the 1940 Act, and or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount provided that no Holders of Notes held are materially adversely affected thereby); (xvii) to reduce the permitted minimum denomination of the Notes; (xviii) to change the date on which reports are required to be delivered under this Indenture; provided that the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed); (xix) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xx) to evidence any waiver or elimination by Section 13 Banking Entities) any Rating Agency of Holders any requirement or condition of such Rating Agency set forth herein; provided that are Section 13 Banking Entities the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (voting as a single classsuch consent not to be unreasonably withheld or delayed).;

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent as may be required by clause in clauses (iiixii), (xiv), (xv) or and (vixx) below), ) but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, Manager at any time and from time to time maytime, with subject to Section 8.3, and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law or to enable the Issuer to comply with any applicable Retention Requirement Laws; (vii) to remove restrictions on resale and transfer of any Notes to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this under clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class) above; (viiviii) otherwise to make such changes (including the removal and appointment of any listing agent in Ireland) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (ix) to correct any inconsistency inconsistent or defective provisions herein or to cure any ambiguity, omission or manifest errors in this Indentureherein; (viiix) to conform the provisions of this Indenture to the final Offering Circular; (xi) to take any action necessary or advisable helpful to prevent the Issuer Issuer, the holders of any Notes or the Trustee from becoming subject to (or otherwise reducingto minimize) any withholding or other taxes, fees taxes or assessments, including by achieving FATCA Compliance; (ixA) to change with the name consent of a the Collateral Manager, the Retention Holder, a Majority of the Interests and a Supermajority of the Controlling Class, to permit the Issuer to issue additional notes in connection accordance with this Indenture; or (B) at the direction of a Majority of the Interests with the change in name or identity consent of the Collateral Manager and the Retention Holder or as otherwise required pursuant at the direction of the Collateral Manager with the consent of the Retention Holder, to permit the Issuer to issue replacement securities in connection with a contractual obligation Refinancing or to avoid reduce the use Interest Rate of a trade name Class of Notes in connection with a Re-Pricing, in each case in accordance with this Indenture; provided, that, for the avoidance of doubt, the supplemental indenture executed in connection therewith shall only effect such additional issuance, Refinancing or trademark in respect Re-Pricing, as applicable, and shall not modify any other provisions of which the Issuer does not have a licensethis Indenture; (xxiii) to modify the procedures herein relating to compliance with Rule 17g-5; (xiv) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by any Rating Agency or any use of any Rating Agency’s credit models or guidelines for ratings determination) relating to collateral debt obligations in general published or otherwise communicated by either of the Rating Agencies; provided, that, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of the applicable Class of Notes and the Retention Holder if a Majority of such Class notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such holders; (xv) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule statute, rule, regulation, or regulation enacted technical or interpretive guidance enacted, effective, or issued by regulatory agencies of the United States federal government or any Member State of the European Economic Area or otherwise under European law, after the Closing Date that are applicable to the Issuer, the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification Indenture or amendment determined by the Issuer Offering Circular, including, without limitation, any applicable Retention Requirement Laws, Final U.S. Risk Retention Rules, securities laws or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) Xxxx-Xxxxx and all rules, regulations, and technical or interpretive guidance thereunder, or as necessary or advisable (A) for any Class of Notes to not may otherwise be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for required so that the Issuer to is not otherwise be considered a “covered fund” as defined in the Xxxxxxx Rule; provided that, if a Majority of any Class notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such holders the Trustee shall not execute any such supplemental indenture without the consent of a Majority of such Class of Notes and the Retention Holder; (xvi) to modify any provision to facilitate an exchange of one Note for another Note that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xvii) to evidence any waiver or modification by any Rating Agency as to any requirement or condition, as applicable, of such Rating Agency set forth in this Indenture; (xviii) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xix) to change the date within the month on which reports are required to be delivered under this Indenture; or (xx) to modify any of the Collateral Quality Tests, the Investment Criteria, the Concentration Limitations or any related definitions, the restrictions described in Section 7.20, or the definitions of “Credit Amendment,” “Credit Improved Obligation,” “Credit Risk Obligation,” or “Defaulted Obligation”; provided, that, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of the Controlling Class and the Retention Holder except as otherwise provided in clause (xiv) above; provided, further, that the Issuer and the Trustee shall not execute any such supplemental indenture to modify the Asset Quality Matrix unless the Xxxxx’x Rating Condition is satisfied. To the extent the Issuer executes a supplemental indenture for purposes of conforming this Indenture to the Xxxxxxx Rulefinal Offering Circular pursuant to clause (x) above and one or more other amendment provisions described above also applies, in each case so long such supplemental indenture will be deemed to be a supplemental indenture to conform this Indenture to the final Offering Circular pursuant to clause (1x) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment above regardless of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount applicability of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)any other provision regarding supplemental indentures set forth herein.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Class A Notes (except any consent required by clause (iii) or (vi) as expressly provided below), but only the Issuer and the General Partner, when authorized by Board Resolutions, and with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided subject to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except requirement provided below in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be requiredthis Section 8.1(a), may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, hereto for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer Issuer, the General Partner or the Trustee for the benefit of the Secured PartiesParties or to surrender any right or power herein conferred upon the Issuer or the General Partner; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to for the conditions, limitations or restrictions on the authorized amount, terms and purposes benefit of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each HolderSecured Parties; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 6.10, 6.11 and 6.12 hereof6.12; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Class A Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action advisable, necessary or advisable helpful to prevent the Issuer or the Trustee from becoming subject to (or to otherwise reducingminimize) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceor to reduce the risk that (I) the Issuer may be treated as (A) a publicly traded partnership or taxable mortgage pool for U.S. federal income tax purposes or (B) otherwise subject to United States federal income tax on a net income basis, or (II) Clover REIT, any person that Clover REIT may merge with or into, or an up-REIT public company (or any subsidiaries of the foregoing) may be treated as a taxable mortgage pool for U.S. federal income tax purposes; (ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply effect a Loan Restructuring with any rule or regulation enacted by regulatory agencies the written consent of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; orInitial Class A Noteholder; (xi) to make accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xii) (A) with the written consent of the Collateral Manager, to surrender any right or power conferred upon the Collateral Manager or (B) with the unanimous written consent of the Holders of the Partnership Interests, to surrender any right or power conferred upon the Holders of the Partnership Interests; and (xiii) to take any action necessary or advisable to implement the Bankruptcy Subordination Agreement; provided that, with respect to any such proposed supplemental indenture, if a Majority of the Class A Notes has provided written notice to the Trustee at least one Business Day prior to the execution of such supplemental indenture that the Class A Notes would be materially and adversely affected thereby, the Trustee and the Issuer shall not enter into such supplemental indenture pursuant to the applicable above provision unless subsequently approved in writing by a Majority of the Class A Notes; and provided further that, no supplemental indenture or other modification or amendment determined by of this Indenture pursuant to this Section 8.1 may become effective without the consent of each Holder of Outstanding Class A Notes unless such supplemental indenture or other modification or amendment will not, in the reasonable judgment of the Issuer or the Collateral Manager (in consultation with legal Ropes & Gray LLP, or an Opinion of Counsel of other nationally recognized U.S. tax counsel of national reputation experienced in such matters) , as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for certified by the Issuer to not the Trustee (upon which certification the Trustee may conclusively rely), (i) result in the Issuer being treated a as publicly traded partnership or taxable mortgage pool taxable as a corporation for U.S. federal income tax purposes, (ii) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income or (iii) otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the Holders of any Class of Notes, as evidenced by an Opinion Notes Outstanding at the time of Counsel such supplemental indenture or other modification or amendment. (which may be supported as to factual (including financial and capital marketsb) matters by A supplemental indenture entered into for any relevant certificates and purpose other documents necessary or advisable than the purposes provided for in this Section 8.1 shall require the judgment consent of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount Holders of Notes held by as required in Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)8.2.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any Holders (except any consent required by clause (iii) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/366 2/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class).

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes or Interests (except any consent required by clause clauses (iiixii), (xiv), (xviii), (xx), (xxi), (xxii), (xxiii) or (vixxv) below), ) but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes or Interests would not be materially and adversely affected thereby (except in the case of any opinion required by clause (iiixiv) or (vi) below for which no such Opinion of Counsel shall be requiredbelow), the Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to make such changes (including the removal and appointment of any listing agent) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (ix) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein as evidenced by an Officer’s certificate of the Collateral Manager; (x) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary or helpful to prevent the Issuer, any Holder or the Trustee from becoming subject to (or to reduce) any withholding or other taxes or assessments; (xii) (A) to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes (provided thatthat in the case of an additional issuance of Class A Notes, a Supermajority of the Class A Notes consents thereto), or (B) to permit the Issuer (1) to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, and to make such other changes as shall be necessary to facilitate a Refinancing; or (2) to make such changes as shall be necessary to facilitate a Re-Pricing. (xiii) to modify the procedures herein relating to compliance with Rule 17g-5; (xiv) to permit the Issuer to enter into any additional agreements not expressly prohibited by this Indenture as well as any amendment, modification or waiver thereof if the Holders Issuer determines that such additional agreement, amendment, modification or waiver would not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class would be materially of Notes; provided that (A) any such additional agreement include customary limited recourse and adversely affected by such supplemental indenture entered into pursuant to this clause non-petition provisions; (vi), B) the consent to such supplemental indenture has been obtained from each Holder a Supermajority of the Class A Notes (such Classconsent not to be unreasonably withheld or delayed) and (C) the Trustee receives an Opinion of Counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion); (viixv) otherwise to correct any inconsistency accommodate the issuance of the Notes in book-entry form through the facilities of the depository or cure any ambiguity, omission or manifest errors in this Indentureotherwise; (viiixvi) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders of Notes are materially adversely affected thereby); (ixxvii) to reduce the permitted minimum denomination of the Notes; (xviii) to change the date on which reports are required to be delivered under this Indenture; provided that the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (provided that, if the Class A Notes are the Controlling Class, then a Supermajority of the Controlling Class) (such consent not to be unreasonably withheld or delayed); (xix) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xx) to evidence any waiver or elimination by any Rating Agency of any requirement or condition of such Rating Agency set forth herein; provided that the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (provided that, if the Class A Notes are the Controlling Class, then a Supermajority of the Controlling Class) (such consent not to be unreasonably withheld or delayed); (xxi) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by either of the Rating Agencies) relating to collateral debt obligations in general published by either of the Rating Agencies; provided that the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (provided that, if the Class A Notes are the Controlling Class, then a Supermajority of the Controlling Class) (such consent not to be unreasonably withheld or delayed); (xxii) to modify (i) any Collateral Quality Test, (ii) any defined term identified in Section 1.1 utilized in the determination of any Collateral Quality Test or (iii) any defined term in Section 1.1 or any Schedule to this Indenture that begins with or includes the word “Moody’s” or “S&P” (other than the defined terms “Mxxxx’x Rating Condition” and “S&P Rating Condition”); provided that the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (provided that, if the Class A Notes are the Controlling Class, then a Supermajority of the Controlling Class) (such consent not to be unreasonably withheld or delayed); (xxiii) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; provided that the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (provided that, if the Class A Notes are the Controlling Class, then a Supermajority of the Controlling Class) (such consent not to be unreasonably withheld or delayed); (xxxiv) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, Member State of the European Economic Area, stock exchange authority, listing agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; orNotes; (xixxv) to make any modification amend, modify or amendment determined by otherwise change the Issuer or the Collateral Manager (in consultation with legal counsel provisions of national reputation experienced in such matters) as necessary or advisable this Indenture so that (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to is not otherwise be considered a “covered fund” as defined for purposes under the Vxxxxxx Rule, (B) the Notes are not considered to constitute “ownership interests” under the Vxxxxxx Rule or (C) ownership of the Xxxxxxx Notes will otherwise be exempt from the Vxxxxxx Rule, in each case so long ; provided that the consent to such supplemental indenture has been obtained from (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment Supermajority of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)) and (2) a Majority of the applicable Class of Notes to the extent a Majority of such Class notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such holders; or (xxvi) to modify the definition of “Credit Improved Obligation” or “Credit Risk Obligation” in a manner not materially adverse to any holders of any Class of Notes as evidenced by an Officer’s certificate of the Collateral Manager to the effect that such modification would not be materially adverse to the holder of any Class of Notes.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent required by clause (iiias expressly set forth below) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer Co-Issuers, when authorized by Board Resolutions, and the Trustee, at any time and from time to time maysubject to Section 8.3, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer or the Co-Issuer and the assumption by any such successor Person of the covenants of the Issuer or the Co-Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer Co-Issuers or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee Xxxxxxx and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer Co-Issuers to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided thatincluding, if without limitation, by reducing the Holders Minimum Denomination of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such ClassNotes; (vii) to make such changes (including the removal and appointment of any listing agent, transfer agent, paying agent or additional registrar) as shall be necessary or advisable in order for any Notes to be or remain listed on an exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for the Notes in connection therewith; (viii) to correct or supplement any inconsistency inconsistent or defective provisions in this Indenture or to cure any ambiguity, omission or manifest errors in this Indenture; (viiiix) to conform the provisions of this Indenture to the Offering Circular; (x) to take any action advisable, necessary or advisable helpful to prevent the Issuer or the Trustee from becoming subject to, or to (or otherwise reducing) minimize, any withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ixxi) to change make such changes as shall be necessary to permit the Co-Issuers (A) to issue or co-issue, as applicable, Junior Mezzanine Notes; provided that any such additional issuance or co-issuance, as applicable, of notes shall be issued or co-issued, as applicable, in accordance with this Indenture, including Sections 2.13 and 3.2; provided, further, that the supplemental indenture effecting such additional issuance may not amend the requirements described under Sections 2.13 and 3.2; (B) to issue or co-issue, as applicable, additional notes of any one or more existing Classes, provided that any such additional issuance or co-issuance, as applicable, of notes shall be issued or co-issued, as applicable, in accordance with this Indenture, including Sections 2.13 and 3.2; provided, further, that the supplemental indenture effecting such additional issuance may not amend the requirements described under Sections 2.13 and 3.2; or (C) to issue or co-issue, as applicable, replacement securities in connection with a Refinancing, and to make such other changes as shall be necessary to facilitate a Refinancing, in each case in accordance with this Indenture, including Sections 9.2 and 9.4; provided that such supplemental indenture may not amend the requirements described under Sections 9.2 and 9.4; (xii) to amend the name of the Issuer or the Co-Issuer; (xiii) [Reserved]; (xiv) to facilitate the issuance of participation notes, combination notes, composite securities, and other similar securities by the Applicable Issuers; provided that such participation notes, combination notes, composite securities or similar securities shall be comprised of Classes of Notes issued on the Closing Date; (xv) to modify any provision to facilitate an exchange of one obligation for another obligation of the same Obligor that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xvi) to evidence any waiver or modification by the Rating Agency as to any requirement or condition, as applicable, of the Rating Agency set forth herein; (xvii) to modify the terms hereof in order that it may be consistent with the requirements of the Rating Agency, including to address any change in the rating methodology employed by the Rating Agency; (xviii) to make such other changes as the Co-Issuers deem appropriate and that do not materially and adversely affect the interests of any holder of the Notes as evidenced by an Opinion of Counsel delivered to the Trustee (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion) or a certificate of an Officer of the Collateral Manager; (xix) to take any action necessary or advisable (1) to allow the Issuer to comply with FATCA, the Cayman FATCA Legislation and the CRS (including providing for remedies against, or imposing penalties upon, Holders who fail to deliver the Issuer or its agents with any correct, complete and accurate information and documentation that may be required for the Issuer to comply with FATCA, the Cayman FATCA Legislation and the CRS and to prevent the imposition of U.S. federal withholding tax under FATCA on payments to or for the benefit of the Issuer) or (2) for any Bankruptcy Subordination Agreement; and to (A) issue a new Note or Notes in respect of, or issue one or more new sub-classes of, any Class of Notes, in each case with new identifiers (including CUSIPs, ISINs and Common Codes, as applicable), in connection with the change in name or identity any Bankruptcy Subordination Agreement; provided that any sub-class of the Collateral Manager or as otherwise required a Class of Notes issued pursuant to this clause (xix) shall be issued on identical terms as, and rank pari passu in all respects with, the existing Notes of such Class and (B) provide for procedures under which beneficial owners of such Class that are not subject to a contractual obligation Bankruptcy Subordination Agreement may take an interest in such new Note(s) or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a licensesub-class(es); (xxx) to modify the procedures herein relating to compliance with Rule 17g-5; (xxi) to make such changes as shall be necessary to facilitate the Co-Issuers or Issuer, as applicable, to effect a Re-Pricing in accordance with this Indenture; (xxii) to amend, modify modify, enter into or otherwise accommodate changes to this Indenture to comply with the execution of any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable Hedge Agreement upon terms satisfactory to the Notes Collateral Manager; provided that no such supplemental indenture may amend the requirements set forth in Section 16.1 or the transactions contemplated by related requirements in this Indenture; or; (xixxiii) to facilitate any necessary filings, exemptions or registrations with the CFTC; (xxiv) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Secured Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for to enable the Issuer to not otherwise be considered a “covered fund” rely upon the exemption or exclusion from registration as defined for purposes of an investment company provided by Rule 3a-7 under the Xxxxxxx RuleInvestment Company Act or another exemption or exclusion from registration as an investment company under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof), in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes; provided that the consent of a Majority of the Controlling Class shall be obtained prior to any modification to this Indenture pursuant to this clause (xxiv); (xxv) to modify or amend the restrictions on the sales of Collateral Obligations, the Concentration Limitations, the Investment Criteria (both during and after the Reinvestment Period), the Coverage Tests, any restrictions on Maturity Amendments, the Collateral Quality Tests and the definitions related thereto which affect the calculation thereof or the definitions of the terms “Defaulted Obligation,” “Credit Risk Obligation,” “Credit Improved Obligation,” “Discount Obligation,” “Collateral Obligation,” “Permitted Equity Security” or “Restructuring Loan”; provided that (A) the written consent of a Majority of the Controlling Class and (B) if such supplemental indenture is being executed in connection with a Refinancing of less than all Classes of Secured Notes, the written consent of a Majority of the most senior Class of Notes (determined in accordance with the Note Payment Sequence) not being refinanced in connection with such Refinancing, in each case, shall be obtained prior to any modification to this Indenture pursuant to this clause (xxv); (xxvi) to make such changes as evidenced by an Opinion shall be necessary to facilitate a Refinancing in whole of Counsel (all the Classes of the Secured Notes in accordance with the provisions of Article IX, which may include, with the consent of a Majority of the Subordinated Notes, (a) effecting an extension of the end of the Reinvestment Period, (b) effecting an extension of the Non-Call Period, (c) modifying the Weighted Average Life Test, (d) providing for a stated maturity of the replacement notes or loans or other financial arrangements issued or entered into in connection with such Refinancing that is later than the Stated Maturity of the Secured Notes, (e) effecting an extension of the Stated Maturity of the Subordinated Notes or (f) effecting any supplements or amendments to this Indenture that would otherwise be supported subject to any provision of Section 8.1 or Section 8.2 (any amendments pursuant to this clause (xxvi), a “Reset Amendment”); (xxvii) following the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, to change the Reference Rate in respect of the Floating Rate Notes from the then-current Reference Rate to an Alternative Reference Rate and make such other amendments as to factual (including financial and capital markets) matters by any relevant certificates and other documents are necessary or advisable in the reasonable judgment of the counsel delivering Collateral Manager to facilitate such change (including, without limitation, to make any Benchmark Replacement Conforming Changes); (xxviii) to amend, modify or otherwise accommodate changes to this Indenture to comply with (a) any rule or regulation enacted by regulatory agencies of the opinionUnited States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture, including without limitation any rules or regulations adopted pursuant to the U.S. Risk Retention Rules or (b) the applicable Securitization Regulation; (xxix) as determined by the Collateral Manager, to make such changes as are necessary, helpful or appropriate to facilitate the Issuer’s acquisition, receipt or retention, as applicable, of Permitted Non-Loan Assets; provided that, notwithstanding the foregoing, the Collateral Manager shall not be permitted to make any changes to clause (xvii) of the definition of “Concentration Limitations”; (xxx) if the jurisdiction of the Issuer is included on an EU/UK Restricted List, to make any amendments necessary to effect a change in the Issuer’s jurisdiction of incorporation (whether by merger, reincorporation, transfer of assets or otherwise), and ; or (2xxxi) such to make any modification or amendment is approved in writing determined by a supermajority the Issuer or the Collateral Manager as necessary or advisable to enable the Issuer to rely upon the exemption from registration as an investment company provided by Rule 3a-7 under the Investment Company Act or another exemption or exclusion from registration as an investment company under the Investment Company Act (662/3% based on the aggregate principal amount of Notes held by other than Section 13 Banking Entities3(c)(1) of Holders that are or Section 13 Banking Entities (voting as a single class3(c)(7) thereof).

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders (except Notes or any consent required by clause (iii) or (vi) below), but only with the prior written consent of the Collateral ManagerHedge Counterparty, the Issuer and the TrusteeCo-Issuers, when authorized by Board Resolutions, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided subject to the Issuer or requirement provided below in this Section 8.1 with respect to the Trustee that the Holders ratings of the Notes would not be materially and adversely affected thereby (except in the case any Class of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required)Secured Notes, may enter into one or more indentures supplemental hereto, hereto in form reasonably satisfactory to the Trustee, Trustee for any of the following purposes: (i) to evidence the succession of another Person to the Issuer or the Co-Issuer and the assumption by any such successor Person of the covenants of the Issuer or the Co-Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer Co-Issuers or the Trustee for the benefit of the Secured PartiesParties or to surrender any right or power herein conferred upon the Co-Issuers; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee for the benefit of the Secured Parties or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof6.12; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer Co-Issuers to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to make such changes (including the removal and appointment of any listing agent in Ireland) as shall be necessary or advisable in order for the Listed Notes to be or to remain listed or to be de-listed on an exchange, including the Irish Stock Exchange; (viii) at any time within the Reinvestment Period (or, in the case of an issuance of additional Subordinated Notes only, at any time), to facilitate the Applicable Issuers (A) to issue Additional Notes of any one or more new classes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then outstanding); provided that any such additional issuance of Notes shall be issued in accordance with Section 2.4, (B) to issue Additional Notes of any one or more existing Classes provided, further, that any such additional issuance of Notes shall be issued in accordance with Section 2.4, or (C) to issue replacement securities in connection with a Refinancing in accordance with Section 9.2(b) or Section 9.3; (ix) to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture, subject to the prior affirmative consent of a Majority of the Controlling Class; (viiix) to conform the provisions of this Indenture to the Offering Circular; (xi) to amend, modify, enter into or accommodate the execution of any Hedge Agreement; (xii) to take any action advisable, necessary or advisable helpful to prevent the Issuer or the Trustee any Issuer Subsidiary from becoming subject to (or to otherwise reducingminimize) withholding or other taxes, fees or assessments, including by achieving complying with FATCA Complianceor to reduce the risk that the Issuer may be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise subject to U.S. federal, state or local income tax on a net income basis; (ixxiii) to amend, modify or otherwise accommodate changes to this Indenture relating to compliance with Rule 17g-5 of the Exchange Act or to permit compliance with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (subject to clause (xxiii) below), as amended from time to time, the rules and regulations of the Commodity Futures Trading Commission, or other laws, rules and regulations (or any interpretation thereof) enacted or implemented by regulatory agencies of the United States federal government as applicable to the Co-Issuers, the Collateral Manager or the Notes, or any rules or regulations thereunder or to reduce costs to the Issuer as a result thereof; (xiv) to effect a Refinancing in conformity with Section 9.2(b); (xv) to evidence any waiver or elimination by any Rating Agency of any requirement or condition of any Rating Agency set forth herein; (xvi) to conform to ratings criteria and other guidelines (including any alternative methodology published by any Rating Agency) relating to collateral debt obligations in general published by any Rating Agency, subject to the prior affirmative consent of a Majority of the Controlling Class; (xvii) to amend, modify or otherwise accommodate changes to Section 7.13 relating to the administrative procedures for reaffirmation of ratings on the Notes; (xviii) to change the name of the Issuer or the Co-Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer or the Co-Issuer does not have a license; (xxix) to amendfacilitate the issuance of participation notes, combination notes, composite securities, and other similar securities by the Applicable Issuers; (xx) (A) to modify or amend any component of the Asset Quality Matrix, the restrictions on the sales of Collateral Obligations, the Investment Criteria or the Portfolio Quality Tests and the definitions related thereto which affect the calculation thereof (subject to the Global Rating Agency Condition being satisfied in respect thereof) or (B) to modify the Concentration Limitation set forth in clause (xii) of the definition of such term (subject to the Global Rating Agency Condition being satisfied in respect thereof), in each case of (A) and (B) above, subject to the prior consent of a Majority of each Class of Secured Notes (each voting separately by Class); (xxi) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xxii) to authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the listing of any Class of Notes on the Irish Stock Exchange or any other stock exchange, and otherwise accommodate changes to amend this Indenture to comply with incorporate any rule changes required or regulation enacted requested by regulatory agencies any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; orin connection herewith; (xixxiii) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Secured Notes to not be considered an “"ownership interest” " as defined for purposes of the Xxxxxxx Rule or (B) (1) to enable the Issuer to rely upon the exemption or exclusion from registration as an investment company provided by Rule 3a-7 under the Investment Company Act or another exemption or exclusion from registration as an investment company under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof) or (2) for the Issuer to not otherwise be considered a “"covered fund” " as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, subject to the prior affirmative consent of a Majority of the Controlling Class; (xxiv) except as set forth in clause (xxiii), to prevent either of the Co-Issuers or the pool of collateral securing the Indenture from becoming an investment company or being required to register as an investment company under the Investment Company Act; (xxv) with the prior written consent of a Majority of the Controlling Class, to amend or otherwise modify, if the Xxxxx'x Rating Condition is satisfied, any reference herein to "Moody's Default Probability Rating" or to a rating assigned by Moody's; (xxvi) to take any action necessary or advisable for any Bankruptcy Subordination Agreement; and to (A) issue a new Note or Notes in respect of, or issue one or more new sub classes of, any Class of Notes, in each case with new identifiers (including CUSIPs, ISINs and Common Codes, as applicable) in connection with any Bankruptcy Subordination Agreement; provided that any sub class of a Class of Notes issued pursuant to this clause will be issued on identical terms as, and rank pari passu in all respects with, the existing Notes of such Class and (B) provide for procedures under which beneficial owners of such Class that are not subject to a Bankruptcy Subordination Agreement, may take an interest in such new Note(s) or sub class(es); (xxvii) to amend, modify or otherwise accommodate changes to this Indenture to comply with the U.S. Risk Retention Rules (based on written advice of counsel of national reputation experienced in such matters delivered to the Trustee), with the consent of the Retention Holder; or (xxviii) to make such other changes as the Co-Issuers deem appropriate and that do not materially and adversely affect the interests of any Holder of the Notes as evidenced by an Opinion of Counsel delivered to the Trustee (which may be supported as to factual and business (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion), subject to the prior affirmative consent of a Majority of the Controlling Class. At the cost of the Co-Issuers, for so long as any Notes shall remain Outstanding, not later than 25 Business Days prior to the execution of any proposed supplemental indenture pursuant to this Section 8.1, the Trustee shall deliver to the Collateral Manager, the Collateral Administrator, the Noteholders, and each Rating Agency (so long as any Secured Notes are Outstanding and are rated by such Rating Agency) a copy of such supplemental indenture. With respect to any proposed supplemental indenture pursuant to the above provisions, at the cost of the Co-Issuers, for so long as any Notes shall remain Outstanding, if a Majority of the Controlling Class has provided written notice to the Trustee within 20 Business Days after delivery of such notice that the Controlling Class objects to any such proposed supplemental indenture and such written notice includes a statement describing why such proposed amendment would be adverse to the interests of such Holders, the interests of such Class shall be deemed to be materially and adversely affected and therefore the Trustee and the Co-Issuers shall not enter into such supplemental indenture. In addition, the Trustee shall not enter into any proposed supplemental indenture pursuant to this Section 8.1, (and no such proposed supplemental indenture may become effective) if a Majority of the Controlling Class delivers to the Issuer and the Trustee, at least one Business Day prior to the proposed effective date of such supplemental indenture, an opinion of counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion)) that the interests of the Holders in such Class of Notes will be materially and adversely affected by such proposed supplemental indenture. Except as set forth above, the Trustee shall join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. At the cost of the Co-Issuers, the Trustee shall provide to the Holders, each Rating Agency (2so long as any Secured Notes are Outstanding and are rated by such Rating Agency) such modification or amendment is approved in writing by a supermajority (662/3% based and, for so long as any Notes are listed on the aggregate principal amount Irish Stock Exchange, the Irish Stock Exchange by delivery to the Irish Listing Agent, a copy of the executed supplemental indenture after its execution. Any failure of the Trustee to publish or deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. The Trustee may conclusively rely on an Opinion of Counsel (which may be supported as to factual and business (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion) or an Officer's certificate of the Collateral Manager as to whether the interests of any Holder of Notes held would be materially and adversely affected by the modifications set forth in such supplemental indenture, it being expressly understood and agreed that the Trustee shall have no obligation to make any determination as to the satisfaction of the requirements related to any supplemental indenture which may form the basis of such Opinion of Counsel. Such determination shall be conclusive and binding on all present and future Holders. The Trustee shall not be liable for any such determination made in good faith and in reliance upon the above described Officer's certificate or an Opinion of Counsel delivered to the Trustee as described in Section 13 Banking Entities) 8.4 hereof. A supplemental indenture entered into for any purpose other than the purposes provided for in this Section 8.1 shall require the consent of the Holders that are of Notes as required in Section 13 Banking Entities (voting as a single class)8.2.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any Holders (except any consent required by clause (iii) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s 's certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Signing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “"ownership interest” " as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “"covered fund” " as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/366 2/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class).

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any the Holders of each Note (except any consent explicitly required by clause (iiibelow) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall as may be requiredexplicitly required below), the Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trusteetrustee or collateral agent, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to make such changes (including the removal and appointment of any listing agent) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Cayman Islands Stock Exchange; (ix) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that, if notwithstanding anything herein to the Holders of contrary and without regard to any Class would be materially and adversely affected by such other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (vi), the consent ix) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Closing Date; (viix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary and without regard to any inconsistency other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (x) may also provide for any corrective measures or cure any ambiguity, omission or manifest errors in ancillary amendments to this IndentureIndenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (viiixi) to take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of each Note from being subject to (or to otherwise reduce) withholding or other taxes, fees or assessments; (xii) (A) with the consent or at the direction of a Supermajority of the Subordinated Notes (and, in the case of an additional issuance of Secured Notes (other than in connection with a Risk Retention Issuance or the issuance of Junior Mezzanine Notes), a Majority of the Controlling Class), to permit the Issuer to issue or incur, as applicable, Additional Notes of any one or more existing Classes of Notes and/or Junior Mezzanine Notes; or (B) with the consent or at the direction of a Majority of the Subordinated Notes to permit the Issuer (1) to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, including any modification necessary to (I) reflect the Refinancing of Fixed Rate Notes with Floating Rate Notes or vice versa, (II) establish a non-call period and, if applicable, prohibit future Refinancing and Re-Pricing of any class of refinancing obligations or (III) in the case of a Refinancing of all Classes of Secured Notes (a) modify the Weighted Average Life Test or (b) extend the Reinvestment Period, and to make such other changes as shall be necessary to facilitate a Refinancing or (2) to make such changes as shall be necessary to facilitate the Issuer to effect a Re-Pricing; (xiii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiv) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xv) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders are materially adversely affected thereby); (ixxvi) to reduce the permitted minimum denomination of the Secured Notes; (xvii) to change the date on which reports are required to be delivered under this Indenture; (xviii) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xix) with the consent of a Majority of the Controlling Class, to evidence any waiver or elimination by any Rating Agency of any requirement or condition of such Rating Agency set forth herein; (xx) with the consent of a Majority of the Controlling Class, to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by the Rating Agency) relating to collateral debt obligations in general published by the Rating Agency; provided that the S&P Rating Condition is satisfied; (xxi) with the consent of a Majority of the Controlling Class, to modify any defined term in Section 1.1 or any Schedule to this Indenture that begins with or includes the word “S&P” (other than the defined term “S&P Rating Condition”) so long as the S&P Rating Condition is satisfied; (xxii) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxxiii) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, any Member State of the European Economic Area, the United Kingdom, stock exchange authority, listing agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes Notes; provided that, other than in connection with an amendment solely to comply with the U.S. Risk Retention Rules, the E.U. Securitization Laws or the transactions contemplated by U.K. Securitization Laws to permit a Refinancing, if a Majority of any Class of Notes notifies the Trustee in accordance with this Indenture; orIndenture that such supplemental indenture materially and adversely affects such Holders, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of such Class of Notes; (xixxiv) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with the legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Secured Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Vxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Vxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion opinion of Counsel counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); (xxv) with the consent of the Controlling Class, to modify the definition of “Credit Improved Obligation” or “Credit Risk Obligation” in a manner not materially adverse to any holders of any Class of Notes as evidenced by an Officer’s certificate of the Collateral Manager to the effect that such modification would not be materially adverse to the holder of any Class of Notes; (xxvi) to permit the Issuer to enter into any additional agreements not expressly prohibited by this Indenture as well as any amendment, modification or waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes; provided that (A) any such additional agreement shall include customary limited recourse and non-petition provisions; (B) the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class and (C) the Trustee receives an opinion of counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion); (xxvii) with the consent of a Majority of the Controlling Class, to modify (A) the Collateral Quality Tests or the definitions related thereto, (B) any of the Investment Criteria, (C) the requirements regarding the Issuer (or the Collateral Manager on the Issuer’s behalf) voting in favor of a Maturity Amendment or (D) the Coverage Tests or the definitions related thereto or the calculation thereof; (xxviii) to modify any provision to facilitate an exchange of one obligation for another obligation of the same Obligor that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; provided that no such supplemental indenture shall be required to facilitate any exchanges of one obligation for another obligation in accordance with Article XII hereof; (xxix) with the consent of a Majority of the Controlling Class, to modify or amend any component of the Concentration Limitations and the definitions related thereto which affect the calculation thereof so long as (1) the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely affected thereby and (2) such the S&P Rating Condition is satisfied; (xxx) to make any necessary or advisable changes to this Indenture in connection with the adoption of an Alternative Rate or Fallback Rate; (xxxi) to make any modification determined by the Collateral Manager necessary or amendment is approved advisable to comply with U.S. Risk Retention Rules, the E.U. Securitization Laws or the U.K. Securitization Laws, including (without limitation) in writing by connection with a supermajority (662/3% based on the aggregate principal amount Refinancing, Optional Redemption, Re-Pricing, additional issuance of Notes held or material amendment to any of the Transaction Documents; or (xxxii) as determined by Section 13 Banking Entitiesthe Collateral Manager, to make such changes as are necessary, helpful or appropriate to permit the Issuer to acquire, receive or retain, as applicable, Permitted Non-Loan Assets; provided that, notwithstanding the foregoing, the Collateral Manager shall not be permitted to make any changes to clause (xx) of Holders that are Section 13 Banking Entities (voting as a single class)the definition of “Concentration Limitations”.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent required by clause clauses (iii), (vii), (ix), (xi) or (vixii) below), ) but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, ; provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the that consent to such supplemental indenture has been obtained from each Holdera Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed); (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer to the extent not required thereunder, under clause (vi) above; provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder a Majority of the Controlling Class (such Classconsent not to be unreasonably withheld or delayed); (viiviii) otherwise to make such changes (including the removal and appointment of any listing agent or Paying Agent in Ireland) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (ix) to correct or supplement any inconsistency inconsistent or defective provisions herein, to cure any ambiguity, omission or manifest errors in this Indentureherein; provided that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed); (viiix) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary or advisable helpful to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) any withholding or other taxes, fees taxes or assessments, including by achieving FATCA Compliance; (ix) ; provided that consent to change the name such supplemental indenture has been obtained from a Majority of the Issuer in connection with the change in name Controlling Class (such consent not to be unreasonably withheld or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenturedelayed); or (xixii) with the consent or at the direction of a Majority of the Subordinated Notes to make any modification or amendment determined by permit the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of to issue additional Subordinated Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule in accordance with this Indenture or (B) to issue replacement securities in connection with a Refinancing in accordance with this Indenture; provided, that, for the Issuer to not otherwise be considered a “covered fund” as defined for purposes avoidance of doubt, the Xxxxxxx Rule, indenture supplement executed in each case so long (1) as any connection therewith shall only effect the issuance of such modification additional Subordinated Notes or amendment would not have a material adverse effect on any Class of Notessuch Refinancing, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion)applicable, and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount shall not modify any other provisions of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)this Indenture.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent explicitly required by clause (iiibelow) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with subject to Section 8.3 and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall as may be requiredexplicitly required below), the Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee Txxxxxx and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes to the extent not required thereunderunder clause (vi) above; (viii) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable to enable the Issuer to rely upon the exemption from registration as an investment company provided by Rule 3a-7 under the 1940 Act or another exemption or exclusion from registration as an investment company under the 1940 Act (other than Section 3(c)(1) or Section 3(c)(7) thereof), in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Notes; (ix) to correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided that, if notwithstanding anything herein to the Holders of contrary and without regard to any Class would be materially and adversely affected by such other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (vi), the consent ix) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental indenture has as if it had been obtained from each Holder effective as of such Classthe Closing Date; (viix) otherwise to correct conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary and without regard to any inconsistency other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this clause (x) may also provide for any corrective measures or cure any ambiguity, omission or manifest errors in ancillary amendments to this IndentureIndenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (viiixi) to take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other taxes, fees or assessments; (xii) (A) with the consent or at the direction of a Supermajority of the Subordinated Notes (and, in the case of an additional issuance of Secured Notes, other than in connection with a Risk Retention Issuance or the issuance of Junior Mezzanine Notes, a Majority of the Controlling Class), to permit the Issuer to issue Additional Notes of any one or more existing Classes of Notes and/or Junior Mezzanine Notes; or (B) with the consent or at the direction of a Majority of the Subordinated Notes to permit the Issuer (1) to issue a replacement loan or securities or other indebtedness in connection with a Refinancing, including any modification necessary to (I) reflect the Refinancing of Fixed Rate Notes with Floating Rate Notes or vice versa, (II) establish a non-call period and, if applicable, prohibit future Refinancing and Re-Pricing of any class of refinancing obligations, (III) amend the base rate component and any adjustment thereto used to determine the interest rate on the refinancing obligations or (IV) in the case of a Refinancing of all Classes of Secured Notes (a) modify the Weighted Average Life Test or (b) extend the Reinvestment Period, and to make such other changes as shall be necessary to facilitate a Refinancing or (2) to make such changes as shall be necessary to facilitate the Issuer to effect a Re-Pricing; (xiii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xiv) to accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise; (xv) to take any action necessary or advisable to prevent the Issuer or the Trustee pool of Assets from becoming subject being required to register under the 1940 Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial reporting purposes (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Complianceprovided that no Holders are materially adversely affected thereby); (ixxvi) to reduce the permitted minimum denomination of the Secured Notes; (xvii) with the consent of a Majority of the Controlling Class, to change the date on which reports are required to be delivered under this Indenture; (xviii) to modify Section 3.3 or Section 7.19 to conform with applicable law; (xix) to evidence any waiver or elimination by any Rating Agency of any requirement or condition of such Rating Agency set forth herein; (xx) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by either of the Rating Agencies) relating to collateral debt obligations in general published by either of the Rating Agencies; (xxi) to modify any defined term in Section 1.1 or any Schedule to this Indenture that begins with or includes the word "Fitch" or "S&P" (other than the defined terms "Global Rating Agency Condition" and "S&P Rating Condition") so long as the Global Rating Agency Condition is satisfied; (xxii) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxxiii) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government government, Relevant Member State of the European Economic Area, stock exchange authority, listing agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes or Notes; provided that, other than in connection with an amendment solely to comply with the transactions contemplated by this Indenture; or (xi) U.S. Risk Retention Rules to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel permit a Refinancing, if a Majority of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such Holders, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of such Class of Notes; (xxiv) to amend, modify or otherwise change the provisions of this Indenture so that (A) the Issuer is not be a "covered fund" under the Vxxxxxx Rule, (B) the Secured Notes are not considered an “to constitute "ownership interest” as defined for purposes of interests" under the Xxxxxxx Vxxxxxx Rule or (BC) for ownership of the Secured Notes will otherwise be exempt from the Vxxxxxx Rule; (xxv) to permit the Issuer to enter into any additional agreements not otherwise be considered a “covered fund” expressly prohibited by this Indenture as defined for purposes of the Xxxxxxx Rule, in each case so long (1) well as any such amendment, modification or amendment waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not have a material adverse effect on not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes, as evidenced by ; provided that (A) any such additional agreement shall include customary limited recourse and non-petition provisions; (B) the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class and (C) the Trustee receives an Opinion opinion of Counsel counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); (xxvi) to modify (A) the Collateral Quality Tests or the definitions related thereto, (B) any of the Investment Criteria, (C) the requirements regarding the Issuer (or the Collateral Manager on the Issuer's behalf) voting in favor of a Maturity Amendment or (D) the Coverage Tests or the definitions related thereto or the calculation thereof, so long as (I) the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely affected thereby and (2II) a Majority of the Controlling Class consents to such modification; (xxvii) to modify any provision to facilitate an exchange of one obligation for another obligation of the same Obligor that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; provided that no such supplemental indenture shall be required to facilitate any exchange of one obligation for another in accordance with Article XII hereof; (xxviii) to modify or amend any component of the Concentration Limitations and the definitions related thereto which affect the calculation thereof so long as the Collateral Manager certifies that no Class of Secured Notes would be materially and adversely affected thereby, a Majority of the Controlling Class consents to such modification and the Global Rating Agency Condition is satisfied; (xxix) to make any necessary or amendment is approved advisable changes to this Indenture in writing connection with the adoption of an Alternative Rate or Fallback Rate or to make Benchmark Conforming Changes; (xxx) to make any modification determined by the Collateral Manager necessary or advisable to comply with U.S. Risk Retention Rules, the E.U. Securitization Laws or the U.K. Securitization Laws, including (without limitation) in connection with a supermajority (662/3% based on the aggregate principal amount Refinancing, Optional Redemption, Re-Pricing, additional issuance of Notes held or material amendment to any of the Transaction Documents; or (xxxi) with the consent of a Majority of the Controlling Class, as determined by Section 13 Banking Entitiesthe Collateral Manager, to make such changes as are necessary, helpful or appropriate to permit the Issuer to acquire, receive or retain, as applicable, Permitted Non-Loan Assets; provided that, notwithstanding the foregoing, the Collateral Manager shall not be permitted to make any changes to clause (xviii) of Holders that are Section 13 Banking Entities (voting as a single class)the definition of "Concentration Limitations".

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders (except any consent required by clause (iii) or (vi) below), Notes but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, Manager at any time and from time to time maytime, with subject to Section 8.3, and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Notes (other than Class E Notes or Class F Notes) to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this under clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class) above; (viiviii) otherwise to make such changes (including the removal and appointment of any listing agent or Paying Agent in Ireland) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (ix) to correct any inconsistency inconsistent or defective provisions herein or to cure any ambiguity, omission or manifest errors in this Indentureherein; (viiix) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary or advisable helpful to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducingto minimize) any withholding or other taxes, fees taxes or assessments, including by achieving FATCA Compliance; (ixxii) to change with the name consent of the Issuer in connection with Majority of the change in name Interests or identity at the direction of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which permit the Issuer does to issue replacement securities in connection with a Refinancing in accordance with this Indenture; provided, that, for the avoidance of doubt, the indenture supplement executed in connection therewith shall only effect such Refinancing, and shall not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies other provisions of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xixiii) to make any modification or amendment determined by modify the Issuer or the Collateral Manager (in consultation procedures herein relating to compliance with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)17g-5.

Supplemental Indentures Without Consent of Holders of Notes. (a) Section 901 of the Indenture shall not be applicable to the Notes. Without the consent of any Holders (except any consent required of Notes the Company, when authorized by clause (iii) or (vi) below)a Board Resolution, but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time maytime, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i1) to evidence the succession assumption of another Person the Company’s obligations under the Indenture, this Supplemental Indenture or the Notes by a successor upon the Company’s consolidation or merger or the sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets in accordance with the Indenture; (2) to give effect to an election, pursuant to such Section 6.14(e), by the Company to make an Acquirer Stock Conversion Right Adjustment with respect to a Public Acquirer Fundamental Change; (3) to make adjustments in accordance with this Indenture to the Issuer right to convert the Notes upon certain reclassifications or changes in the Common Stock and certain consolidations, mergers and binding share exchanges upon the assumption by any such successor Person sale, transfer, lease, conveyance or other disposition of all or substantially all the Company’s property or assets; (4) to secure the obligations of the covenants Company in respect of the Issuer herein and in the Notes; (ii5) to add to the covenants of the Issuer Company described in this Supplemental Indenture or the Trustee Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company; (6) to make provisions with respect to adjustments to the Conversion Rate as required by this Supplemental Indenture or to increase the Conversion Rate in accordance with this Supplemental Indenture; (7) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Notes may be listed or traded; (8) to add to, change or eliminate any of the provisions of the Indenture or this Supplemental Indenture as shall be necessary or desirable in accordance with any amendments to the TIA, provided that such action does not adversely affect the rights or interests of any Holder of Notes; (9) to add any additional Events of Default for the benefit of the Secured PartiesHolders of all or any series of Securities (including the Notes) issued under the Indenture (and if such additional Events of Default are to be for the benefit of fewer than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); (iii10) to convey, transfer, assign, mortgage or pledge any property add to or change any of the provisions of the Indenture or this Supplemental Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the Trustee issuance of Notes in uncertificated form; (11) to add to, change or add eliminate any of the provisions of the Indenture in respect of one or more series of Securities (including the Notes), provided that any such addition, change or elimination (A) shall neither (i) apply to any Notes of any Series created prior to the conditions, limitations or restrictions on the authorized amount, terms and purposes execution of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant and entitled to this clause the benefit of such provision nor (iii), ii) modify the consent rights of the Holder of any such Notes with respect to such supplemental indenture has been obtained from each Holderprovision or (B) shall become effective only when there is no such Notes Outstanding; (iv12) to establish the form or terms of Securities of any series as permitted by the Indenture; (13) to evidence and provide for the acceptance of appointment hereunder under the Indenture by a successor Trustee trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under the Indenture by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v14) to correct supplement any of the provisions of the Indenture or amplify this Supplemental Indenture to such extent as shall be necessary to permit or facilitate the description defeasance and discharge of any property at any time subject to series of Securities (including the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunderNotes), provided that, if that any such action shall not adversely affect the interests of the Holders of Securities of such series or any Class would be materially other series of Securities in any material respect; or (15) to reopen this Supplemental Indenture and adversely affected by such issue Additional Notes in accordance with the provisions of Section 1.1(3). In addition, the Company and the Trustee may enter into a supplemental indenture entered into pursuant to this clause (vi), without the consent of Holders of the Notes to such supplemental indenture has been obtained from each Holder of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, defect, omission or manifest errors inconsistency in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer Indenture or the Trustee from becoming subject Notes in a manner that does not, individually or in the aggregate with all other modifications made or to (or otherwise reducing) withholding or other taxesbe made to the Indenture, fees or assessmentsadversely affect the rights of any Holder in any material respect; provided that, including by achieving FATCA Compliance; (ix) to change the name any modification of the Issuer in connection with Indenture and the change in name or identity Notes to conform the provisions of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies the section entitled “Description of Notes” in the United States federal government after the Closing Date that are applicable Prospectus Supplement relating to the Notes dated May 2, 2007 shall not be deemed to adversely affect the rights of any Holder in any material respect. The Company and the Trustee may also enter into a supplemental indenture without the consent of Holders of the Notes in order to conform the Indenture or this Supplemental Indenture to the transactions contemplated “Description of the Notes” contained in the Prospectus Supplement. Upon a Company Request, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and subject to and upon actual receipt by a Responsible Officer of the Trustee of the documents described in the Indenture, the Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture; or (xi) Supplemental Indenture and to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which further appropriate agreements and stipulations that may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)therein contained.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes and, in the case of any supplemental indenture that affects the obligations or rights of the Collateral Manager in any manner (except any consent required by clause including, without limitation, (iiix) modifying the restrictions on the acquisition and disposition of Collateral Obligations or the definition of "Collateral Obligation," (y) expanding or restricting the Collateral Manager's discretion or (viz) belowaffecting the amount or priority of any fees or other amounts payable to the Collateral Manager in any manner), but only with the prior written consent of the Collateral ManagerManager and, except as provided in Section 8.3, without an Opinion of Counsel being provided to the Issuer or the Trustee as to whether any Class of Secured Notes would be materially and adversely affected thereby, the Issuer Co-Issuers, when authorized by Board Resolutions, and the Trustee, at any time and from time to time maysubject to Section 8.3, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer or the Co-Issuer and the assumption by any such successor Person of the covenants of the Issuer or the Co-Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer Co-Issuers or the Trustee for the benefit of the Secured PartiesParties or to surrender any right or power conferred upon the Issuer by this Indenture; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee Xxxxxxx and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer Co-Issuers to rely upon any exemption from registration under the Securities Act or the Investment Company Act or otherwise comply with any applicable securities law, or to remove restrictions on resale and transfer to the extent not required thereunder, including, without limitation, by reducing the minimum denomination of any Class of Notes; (vii) to make such changes (including the removal and appointment of any listing agent, transfer agent, paying agent or additional registrar in Ireland) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for the Notes in connection therewith; (viii) [reserved]; (ix) subject to Section 8.3(b), to correct or supplement any inconsistent or defective provisions in this Indenture or to cure any ambiguity, omission or errors in this Indenture; (x) subject to Section 8.3(b), to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary or helpful (A) to prevent the Issuer or the Trustee from becoming subject to any withholding or other taxes or assessments or (B) to prevent the Issuer from being treated as other than a partnership or disregarded entity for U.S. federal income tax purposes; (xii) to make such changes as shall be necessary to permit the Co-Issuers to (A) issue or co-issue, as applicable, additional notes of any one or more existing Classes; provided thatthat any such additional issuance or co-issuance, as applicable, of notes shall be issued or co-issued, as applicable, in accordance with this Indenture, including Sections 2.13 and 3.2; provided, further, that the supplemental indenture effecting such additional issuance may not amend the requirements described under Sections 2.13 and 3.2; or (B) to issue replacement securities in connection with a Refinancing in accordance with this Indenture; (xiii) to amend the name of the Issuer or the Co-Issuer; (xiv) subject to Section 8.3(b), to evidence any waiver or modification by S&P as to any requirement or condition, as applicable, of S&P set forth herein; (xv) subject to Section 8.3(b), to modify the terms hereof in order that it may be consistent with the requirements of S&P, including to address any change in the rating methodology employed by S&P; (xvi) to take any action necessary or advisable (1) to allow the Issuer to comply with FATCA (including providing for remedies against, or imposing penalties upon, Holders who fail to deliver the Holder FATCA Information) or (2) for any Bankruptcy Subordination Agreement; and to (A) issue a new Note or Notes in respect of, or issue one or more new sub-classes of, any Class of Notes, in each case with new identifiers (including CUSIPs, ISINs and Common Codes, as applicable), to the extent that the Issuer or the Trustee determines that one or more beneficial owners of the Notes of such Class are Recalcitrant Holders or in connection with any Bankruptcy Subordination Agreement; provided that any sub-class of a Class of Notes issued pursuant to this clause shall be issued on identical terms as, and rank pari passu in all respects with, the existing Notes of such Class and (B) provide for procedures under which beneficial owners of such Class that are not Recalcitrant Holders (or subject to a Bankruptcy Subordination Agreement, as the case may be) may take an interest in such new Note(s) or sub-class(es); (xvii) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; (xviii) subject to the approval of all of the Holders of the Class A-1R Notes as described in Section 8.3(b), for so long as such Notes are Outstanding, to amend any provision of this Indenture relating solely to the manner, timing and conditions of Class A-1R Borrowings; (xix) subject to Section 8.3(b), to amend, modify, enter into or accommodate the execution of any Hedge Agreement upon terms satisfactory to the Collateral Manager; (xx) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; provided that no such book-entry settlement will apply in respect of the Subordinated Notes; (xxi) to facilitate any necessary filings, exemptions or registrations with the CFTC; or (xxii) to permit the rating by S&P of the Class C Notes; provided that if the Holders of any Class of Notes would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vixxii), the consent to such supplemental indenture has been obtained from a Majority of each Holder of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class).

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Holders Notes (except any consent as may be required by clause in clauses (iiixii), (xiv), (xv) or and (vixx) below), ) but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, Manager at any time and from time to time maytime, with subject to Section 8.3, and without an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders as to whether any Class of the Notes would not be materially and adversely affected thereby (except in thereby, the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes; (ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder; (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company 1940 Act or otherwise comply with any applicable securities law or to enable the Issuer to comply with any applicable Retention Requirement Laws; (vii) to remove restrictions on resale and transfer of any Notes (other than the Class E Notes) to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this under clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class) above; (viiviii) otherwise to make such changes (including the removal and appointment of any listing agent in Ireland) as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, including the Irish Stock Exchange; (ix) to correct any inconsistency inconsistent or defective provisions herein or to cure any ambiguity, omission or manifest errors in this Indentureherein; (viiix) to conform the provisions of this Indenture to the final Offering Circular; (xi) to take any action necessary or advisable helpful to prevent the Issuer Issuer, the holders of any Notes or the Trustee from becoming subject to (or otherwise reducingto minimize) any withholding or other taxes, fees taxes or assessments, including by achieving FATCA Compliance; (ixA) to change with the name consent of a the Collateral Manager, the Retention Holder, a Majority of the Interests and a Supermajority of the Controlling Class, to permit the Issuer to issue additional notes in connection accordance with this Indenture; or (B) at the direction of a Majority of the Interests with the change in name or identity consent of the Collateral Manager and the Retention Holder or as otherwise required pursuant at the direction of the Collateral Manager with the consent of the Retention Holder, to permit the Issuer to issue replacement securities in connection with a contractual obligation Refinancing or to avoid reduce the use Interest Rate of a trade name Class of Notes in connection with a Re-Pricing, in each case in accordance with this Indenture; provided, that, for the avoidance of doubt, the supplemental indenture executed in connection therewith shall only effect such additional issuance, Refinancing or trademark in respect Re-Pricing, as applicable, and shall not modify any other provisions of which the Issuer does not have a licensethis Indenture; (xiii) to modify the procedures herein relating to compliance with Rule 17g-5; (xiv) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by any Rating Agency or any use of any Rating Agency’s credit models or guidelines for ratings determination) relating to collateral debt obligations in general published or otherwise communicated by either of the Rating Agencies; provided, that, the Trustee shall not execute any such supplemental indenture (x) without the consent of a Majority of the Controlling Class and the Retention Holder or (y) without the consent of a Majority of any Class of Notes, if a Majority of such Class notifies the Trustee in accordance with the Indenture that such supplemental indenture materially and adversely affects such holders; (xv) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule statute, rule, regulation, or regulation enacted technical or interpretive guidance enacted, effective, or issued by regulatory agencies of the United States federal government or any Member State of the European Economic Area or otherwise under European law, after the Closing Date that are applicable to the Issuer, the Notes or the transactions contemplated by this Indenture; or (xi) to make any modification Indenture or amendment determined by the Issuer Offering Circular, including, without limitation, any applicable Retention Requirement Laws, Final U.S. Risk Retention Rules, securities laws or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) Xxxx-Xxxxx and all rules, regulations, and technical or interpretive guidance thereunder, or as necessary or advisable (A) for any Class of Notes to not may otherwise be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for required so that the Issuer to is not otherwise be considered a “covered fund” as defined in the Xxxxxxx Rule; provided that, if a Majority of any Class notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely affects such holders the Trustee shall not execute any such supplemental indenture without the consent of a Majority of such Class of Notes and the Retention Holder; (xvi) to modify any provision to facilitate an exchange of one Note for another Note that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xvii) to evidence any waiver or modification by any Rating Agency as to any requirement or condition, as applicable, of such Rating Agency set forth in this Indenture; (xviii) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xix) to change the date within the month on which reports are required to be delivered under this Indenture; or (xx) to modify any of the Collateral Quality Tests, the Investment Criteria, the Concentration Limitations or any related definitions, or the restrictions described in Section 7.20, or the definitions of “Credit Amendment,” “Credit Improved Obligation,” “Credit Risk Obligation,” or “Defaulted Obligation”; provided, that, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of the Controlling Class and, except as otherwise provided in clause (xiv) above, the Retention Holder; provided, further, that the Issuer and the Trustee shall not execute any such supplemental indenture to modify the Asset Quality Matrix unless the Xxxxx’x Rating Condition is satisfied. To the extent the Issuer executes a supplemental indenture for purposes of conforming this Indenture to the Xxxxxxx Rulefinal Offering Circular pursuant to clause (x) above and one or more other amendment provisions described above also applies, in each case so long such supplemental indenture will be deemed to be a supplemental indenture to conform this Indenture to the final Offering Circular pursuant to clause (1x) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment above regardless of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount applicability of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)any other provision regarding supplemental indentures set forth herein.

Supplemental Indentures Without Consent of Holders of Notes. (a) Without the consent of any Holders (except any consent required of Notes the Company, when authorized by clause (iii) or (vi) below)a Board Resolution, but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time maytime, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, hereto for any of the following purposes: (i1) to evidence the succession of another Person to the Issuer Company and the assumption by any such successor Person of the covenants and obligations of the Issuer Company herein and in the Notes;Notes as permitted by this Indenture; or (ii2) to add to the covenants of the Issuer or the Trustee Company for the benefit of the Secured Parties;Holders of Notes or to surrender any right or power herein conferred upon the Company; or (iii3) to convey, transfer, assign, mortgage secure the Notes; or (4) to make provision with respect to the conversion rights of Holders of Notes pursuant to Section 11.11 or pledge to make provision with respect to the repurchase rights of Holders of Notes pursuant to Section 13.5; or (5) to make any property changes or modifications to or this Indenture necessary in connection with the Trustee or add to registration of any Registrable Notes under the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the NotesSecurities Act as contemplated by Section 10.11, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into action pursuant to this clause (iii), 5) shall not adversely affect the consent to such supplemental indenture has been obtained from each Holder;interests of the Holders of Notes; or (iv6) to comply with the requirements of the Trust Indenture Act or the rules and regulations of the Commission thereunder in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, as contemplated by this Indenture or otherwise; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and Trustee; or (8) subject to add Section 12.12, to make any change in Article XII that would limit or change terminate the benefits available to any holder of the Senior Indebtedness under such Article; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions of with respect to matters or questions arising under this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 Company and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions may deem necessary or desirable as a result of changes in law or regulationsdesirable, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by PROVIDED such supplemental indenture entered into action pursuant to this clause (vi)9) shall not adversely affect the interests of the Holders of Notes in any material respect. Upon Company Request, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and subject to and upon receipt by the Trustee of the documents described in Section 8.3 hereof, the consent to such Trustee shall join with the Company in the execution of any supplemental indenture has been obtained from each Holder authorized or permitted by the terms of such Class; (vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture; (viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance; (ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or (xi) and to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (further appropriate agreements and stipulations which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class)therein contained.