INDENTURE AND SECURITY AGREEMENT

INDENTURE AND SECURITY AGREEMENT

by and between

XXXXXXXXX NCPCIF CLO-I LLC,

Issuer

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

Trustee

Dated as of July 16, 2024

Exhibit 10.4

TABLE OF CONTENTS

Page

Section 1.1 Definitions 2

Section 1.2 Usage of Terms 75

Section 1.3 Assumptions as to Assets 75

ARTICLE II THE DEBT 79

Section 2.1 Forms Generally 79

Section 2.2 Forms of Notes 79

Section 2.3 Authorized Amount; Stated Maturity; Denominations 80

Section 2.4 Execution, Authentication, Delivery and Dating 82

Section 2.5 Registration, Registration of Transfer and Exchange 82

Section 2.6 Mutilated, Defaced, Destroyed, Lost or Stolen Note 91

Section 2.7 Payment of Principal and Interest and Other Amounts; Principal and

Interest Rights Preserved 92

Section 2.8 Persons Deemed Owners 95

Section 2.9 Cancellation 95

Section 2.10 DTC Ceases to be Depository 95

Section 2.11 Non-Permitted Holders 96

Section 2.12 Tax Treatment and Tax Certifications 98

Section 2.13 Additional Issuance 101

Section 2.14 Conversion of Class A-L Loans to Class A Notes.. 103

ARTICLE III CONDITIONS PRECEDENT 103

Section 3.1 Conditions to Issuance of Debt on Closing Date 103

Section 3.2 Conditions to Additional Issuance 106

Section 3.3 Custodianship; Delivery of Collateral Obligations and Eligible

Investments 107

ARTICLE IV SATISFACTION AND DISCHARGE 108

Section 4.1 Satisfaction and Discharge of Indenture 108

Section 4.2 Application of Deposited Money 110

Section 4.3 Repayment of Monies Held by Paying Agent 110

Section 4.4 Limitation on Obligation to Incur Administrative Expenses 110

ARTICLE V EVENTS OF DEFAULT; REMEDIES 111

Section 5.1 Events of Default 111

Section 5.2 Acceleration of Maturity; Rescission and Annulment 113

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee 114

Section 5.4 Remedies 115

Section 5.5 Optional Preservation of Assets 117

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Section 5.6 Trustee May Enforce Claims Without Possession of Debt 119

Section 5.7 Application of Money Collected 119

Section 5.8 Limitation on Suits 119

Section 5.9 Unconditional Rights of Secured Debtholders to Receive Principal and 

Interest 120

Section 5.10 Restoration of Rights and Remedies 120

Section 5.11 Rights and Remedies Cumulative 120

Section 5.12 Delay or Omission Not Waiver 120

Section 5.13 Control by Majority of Controlling Class 121

Section 5.14 Waiver of Past Defaults 121

Section 5.15 Undertaking for Costs 122

Section 5.16 Waiver of Stay or Extension Laws 122

Section 5.17 Sale of Assets 122

Section 5.18 Action on the Debt 123

ARTICLE VI THE TRUSTEE 123

Section 6.1 Certain Duties and Responsibilities 123

Section 6.2 Notice of Event of Default 125

Section 6.3 Certain Rights of Trustee 125

Section 6.4 Not Responsible for Recitals or Issuance of Debt 129

Section 6.5 May Hold Debt 130

Section 6.6 Money Held for the Benefit of the Secured Debtholders 130

Section 6.7 Compensation and Reimbursement 130

Section 6.8 Corporate Trustee Required; Eligibility 131

Section 6.9 Resignation and Removal; Appointment of Successor 131

Section 6.10 Acceptance of Appointment by Successor 133

Section 6.11 Merger, Conversion, Consolidation or Succession to Business of

Trustee 133

Section 6.12 Co-Trustees 134

Section 6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds 135

Section 6.14 Authenticating Agents 135

Section 6.15 Withholding 136

Section 6.16 Representative for Debtholders Only; Agent for each other Secured

Party 136

Section 6.17 Representations and Warranties of the Bank 137

ARTICLE VII COVENANTS 137

Section 7.1 Payment of Principal and Interest 137

Section 7.2 Maintenance of Office or Agency 138

Section 7.3 Money for Debt Payments to be Held for the Benefit of the Holders

138

Section 7.4 Existence of the Issuer 140

TABLE OF CONTENTS

(continued)

Page

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Section 7.5 Protection of Assets 141

Section 7.6 Opinions as to Assets 142

Section 7.7 Performance of Obligations 142

Section 7.8 Negative Covenants 142

Section 7.9 Statement as to Compliance 144

Section 7.10 The Issuer May Consolidate, etc 144

Section 7.11 Successor Substituted 146

Section 7.12 No Other Business 146

Section 7.13 [Reserved] 146

Section 7.14 Annual Rating Review 146

Section 7.15 Reporting 147

Section 7.16 Calculation Agent 147

Section 7.17 Certain Tax Matters 149

Section 7.18 Effective Date; Purchase of Additional Collateral Obligations 153

Section 7.19 Representations Relating to Security Interests in the Assets 156

Section 7.20 Limitation on Certain Maturity Amendments 158

ARTICLE VIII SUPPLEMENTAL INDENTURES 159

Section 8.1 Supplemental Indentures Without Consent of Holders of Debt 159

Section 8.2 Supplemental Indentures With Consent of Holders of Debt 163

Section 8.3 Execution of Supplemental Indentures 165

Section 8.4 Effect of Supplemental Indentures or Amendments 167

Section 8.5 Reference in Debt to Supplemental Indentures 167

ARTICLE IX REDEMPTION OF DEBT 168

Section 9.1 Mandatory Redemption 168

Section 9.2 Optional Redemption 168

Section 9.3 Tax Redemption 172

Section 9.4 Redemption Procedures 172

Section 9.5 Debt Payable on Redemption Date 174

Section 9.6 Special Redemption 175

Section 9.7 Optional Re-Pricing 175

Section 9.8 Clean-Up Call Redemption 178

ARTICLE X ACCOUNTS, ACCOUNTINGS AND RELEASES 179

Section 10.1 Collection of Money 179

Section 10.2 Collection Account 180

Section 10.3 Transaction Accounts 182

Section 10.4 The Revolver Funding Account 184

Section 10.5 The Interest Reserve Account 185

Section 10.6 Contributions 185

TABLE OF CONTENTS

(continued)

Page

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Section 10.7 Reinvestment of Funds in Accounts; Reports by Trustee 185

Section 10.8 Accountings 187

Section 10.9 EU/UK Transparency Requirements 195

Section 10.10 Release of Assets 196

Section 10.11 Reports by Independent Accountants 197

Section 10.12 Reports to Rating Agencies and Additional Recipients 199

Section 10.13 Procedures Relating to the Establishment of Accounts Controlled by

the Trustee 199

Section 10.14 Section 3(c)(7) Procedures 199

ARTICLE XI APPLICATION OF XXXXXX 000

Section 11.1 Disbursements of Monies from Payment Account 202

ARTICLE XII SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONAL

COLLATERAL OBLIGATIONS 209

Section 12.1 Sales of Collateral Obligations 209

Section 12.2 Purchase of Additional Collateral Obligations 211

Section 12.3 Reserved 214

Section 12.4 Conditions Applicable to All Sale and Purchase Transactions 214

Section 12.5 Hedging 215

ARTICLE XIII NOTEHOLDERS’ RELATIONS 215

Section 13.1 Subordination 215

Section 13.2 Standard of Conduct 216

ARTICLE XIV MISCELLANEOUS 216

Section 14.1 Form of Documents Delivered to Trustee 216

Section 14.2 Acts of Holders 218

Section 14.3 Notices, etc 218

Section 14.4 Notices to Holders; Waiver 220

Section 14.5 Effect of Headings and Table of Contents 221

Section 14.6 Successors and Assigns 221

Section 14.7 Severability 221

Section 14.8 Benefits of Indenture 222

Section 14.9 Reserved 222

Section 14.10 GOVERNING LAW 222

Section 14.11 Submission to Jurisdiction 222

Section 14.12 WAIVER OF JURY TRIAL 222

Section 14.13 Counterparts 222

Section 14.14 Acts of Issuer 223

Section 14.15 Confidential Information 223

TABLE OF CONTENTS

(continued)

Page

iv

Section 14.16 17g-5 Information 225

ARTICLE XV ASSIGNMENT OF CERTAIN AGREEMENTS 227

Section 15.1 Assignment of Collateral Management Agreement 227

TABLE OF CONTENTS

(continued)

Page

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Schedules and Exhibits

Schedule 1 [Reserved]

Schedule 2 S&P Industry Classifications

Schedule 3 Xxxxx’x Rating Definitions

Schedule 4 S&P Recovery Rate Tables

Exhibit A Forms of Notes

A-1 Form of Global Secured Note

A-2 Form of Certificated Secured Note

A-3 Form of Certificated Subordinated Note

Exhibit B Forms of Transfer and Exchange Certificates

B-1 Form of Transferor Certificate for Transfer of Rule 144A Global Note or

Certificated Note to Regulation S Global Note

B-2 Form of Purchaser Representation Letter for the Class A Notes, the Class B

Notes and the Class C Notes issued in the form of Certificated Notes

B-3 Form of Purchaser Representation Letter for Subordinated Notes issued in the

form of Certificated Notes

B-4 Form of Transferor Certificate for Transfer of Regulation S Global Note or

Certificated Note to Rule 144A Global Note

B-5 Form of ERISA Certificate

B-6 Form of Transferee Certificate for Rule 144A Global Note

B-7 Form of Transferee Certificate for Regulation S Global Note

Exhibit C Form of Contribution Notice

Exhibit D Form of Debt Owner Certificate

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INDENTURE , dated as of July 16, 2024, between XXXXXXXXX NCPCIF CLO-I LLC,

a Delaware limited liability company (together with its permitted successors and assigns, the

“ Issuer ”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee

(herein, together with its permitted successors and assigns in the trusts hereunder, the “ Trustee ”).

PRELIMINARY STATEMENT

The Issuer is duly authorized to execute and deliver this Indenture to provide for the Debt

issuable as provided herein. The Issuer and the Trustee are entering into this Indenture for good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of the Issuer in accordance

with the agreement’s terms have been done.

GRANTING CLAUSES

The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the

Secured Debt, the Trustee, the Loan Agent, the Collateral Administrator, the Collateral Manager,

the Bank and U.S. Bank National Association in each of their other capacities under the

Transaction Documents (collectively, the “ Secured Parties ”), all of the Issuer’s right, title and

interest in, to and under, in each case, whether now owned or existing on the Closing Date, or

hereafter acquired or arising,

(a) the Collateral Obligations, Workout Loans, Restructured Loans and

Specified Equity Securities and all payments thereon or with respect thereto;

(b) each of the Accounts, and any Eligible Investments on deposit in any of

the Accounts, and all income from the investment of funds therein,

(c) each Transaction Document,

(d) all Cash or Money owned by the Issuer,

(e) any Equity Securities received by the Issuer,

(f) all accounts (including health-care-insurance receivables), chattel paper

(whether tangible or electronic), commercial tort claims, deposit accounts, documents (including,

if applicable, electronic documents), financial assets, general intangibles (including all payment

intangibles), goods (including inventory and equipment), instruments, investment property,

letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a

writing), promissory notes and other supporting obligations relating to the foregoing (in each

case as defined in the UCC),

(g) any other property of the Issuer (whether or not constituting Collateral

Obligations or Eligible Investments), and

(h) all proceeds with respect to the foregoing (the assets referred to in (a)

through (h) are collectively referred to as the “ Assets ”).

The above Grant is made to secure the Secured Debt and certain other amounts

payable by the Issuer as described herein. Except as set forth in the Priority of Payments and

Article XIII of this Indenture, the Secured Debt is secured by the Grant equally and ratably

without prejudice, priority or distinction between any Secured Debt and any other Secured Debt

by reason of difference in time of issuance or otherwise. The Grant is made to secure, in

accordance with the priorities set forth in the Priority of Payments and Article XIII of this

Indenture, (i) the payment of all amounts due on the Secured Debt in accordance with its terms,

(ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under

this Indenture, (iii) the payment of amounts owing by the Issuer under the Class A-L Loan

Agreement, the Collateral Management Agreement, the Securities Account Control Agreement

and the Collateral Administration Agreement and (iv) compliance with the provisions of this

Indenture, all as provided herein. The foregoing Grant shall, for the purpose of determining the

property subject to the lien of this Indenture, be deemed to include any securities and any

investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or

investments satisfy the criteria set forth in the definitions of “Collateral Obligation” or “Eligible

Investments”, as the case may be.

The Trustee acknowledges such Xxxxx and agrees to perform the duties herein in

accordance with the terms hereof.

ARTICLE I

DEFINITIONS

Section I.1 Definitions . Except as otherwise specified herein or as the context may

otherwise require, the following terms have the respective meanings set forth below for all

purposes of this Indenture, and the definitions of such terms are equally applicable both to the

singular and plural forms of such terms and to the masculine, feminine and neuter genders of

such terms. The word “including” shall mean “including without limitation”. All references

herein to designated “Articles”, “Sections”, “sub-sections” and other subdivisions are to the

designated articles, sections, sub-sections and other subdivisions of this Indenture. The words

“herein”, “hereof”, “hereunder” and other words of similar import refer to this Indenture as a

whole and not to any particular article, section, sub-section or other subdivision.

“ 17g-5 Information ”: The meaning specified in Section 14.16 .

“ 17g-5 Website ”: A password-protected website which shall initially be located at

xxxxx://00x0.xxx/xxxxxxxxx/xxxxxxxxxxxxxxxxxxxxx. Any change of the 17g-5 Website shall only

occur after notice has been delivered by the Issuer to the Trustee, the Collateral Manager, the

Collateral Administrator, the Initial Purchaser, the Co-Placement Agent and S&P setting the date

of change and new location of the 17g-5 Website.

“ 1940 Act ”: The Investment Company Act of 1940, as amended from time to time.

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“ 25% Limitation ”: The meaning specified in Section 2.5(b) .

“ Accountants’ Effective Date Comparison AUP Report ”: The meaning specified in

Section 7.18(c) .

“ Accountants’ Effective Date Recalculation AUP Report ”: The meaning specified in

Section 7.18(c) .

“ Accountants’ Report ”: A certificate of the firm or firms appointed by the Issuer pursuant

to Section 10.11(a) .

“ Accounts ”: (i) The Payment Account, (ii) the Collection Account, (iii) the Ramp-Up

Account, (iv) the Revolver Funding Account, (v) the Custodial Account, (vi) the Expense

Reserve Account, (vii) the Interest Reserve Account, (viii) the Permitted Use Account and (ix)

the Class A-L Loan Account.

“ Accredited Investor ”: The meaning specified in Rule 501(a) under the Securities Act.

“ Act ”: The meaning specified in Section 14.2 .

“ Adjusted Class Break-even Default Rate ”: The rate equal to (a)(i) the Class Break-even

Default Rate multiplied by (ii)(x) the Target Initial Par Amount divided by (y) the S&P

Collateral Principal Amount plus (b)(i)(x) the S&P Collateral Principal Amount minus (y) the

Target Initial Par Amount, divided by (ii)(x) the S&P Collateral Principal Amount multiplied by

(y) 1 minus the Weighted Average S&P Recovery Rate.

“ Adjusted Collateral Principal Amount ”: As of any date of determination:

(a) the Aggregate Principal Balance of the Collateral Obligations (other than

Defaulted Obligations, Deferring Obligations (other than Permitted Deferrable

Obligations), Discount Obligations and Long Dated Obligations), plus

(b) without duplication, the amounts on deposit in the Collection Account and

the Ramp-Up Account (including Eligible Investments therein) representing Principal

Proceeds, plus

(c) the aggregate of the Defaulted Obligation Balances for each Defaulted

Obligation (except for Deferring Obligations), plus

(d) the aggregate of the purchase prices for each Discount Obligation,

excluding accrued interest, expressed as a percentage of par and multiplied by the

Principal Balance thereof, for such Discount Obligation, plus

(e) the sum of, with respect to each Deferring Obligation (other than a

Permitted Deferrable Obligation), the S&P Collateral Value for such Deferring

Obligation; plus

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(f) with respect to each Long Dated Obligation, an amount equal to the lower

of (i) the product of 70% multiplied by the Principal Balance for such Long Dated

Obligation and (ii) the Market Value of such Long Dated Obligation; provided , that for

any Long Dated Obligation maturing more than two (2) years after the Stated Maturity,

an amount equal to zero; minus

(g) the Excess CCC Adjustment Amount;

provided that, with respect to any Collateral Obligation that satisfies more than one of the

definitions of Defaulted Obligation, Deferring Obligation, Discount Obligation or Long Dated

Obligation or any asset that falls into the Excess CCC Adjustment Amount, such Collateral

Obligation shall, for the purposes of this definition, be treated as belonging to the category of

Collateral Obligations which results in the lowest Adjusted Collateral Principal Amount on any

date of determination.

“ Administrative Excess Amount ”: An amount equal on any Payment Date to (i) the

Administrative Expense Cap (disregarding the proviso in such definition) on such Payment Date

minus (ii) the aggregate amount of any Administrative Expenses paid pursuant to clause (A)(2)

of Section 11.1(a)(i) on such Payment Date.

“ Administrative Expense Cap ”: An amount equal on any Payment Date (when taken

together with any Administrative Expenses paid during the period since the preceding Payment

Date or in the case of the first Payment Date, the period since the Closing Date), to the sum of (a)

0.025% per annum (prorated for the related Interest Accrual Period on the basis of a 360-day

year and the actual number of days elapsed) of the Fee Basis Amount on the Determination Date

relating to the immediately preceding Payment Date (or, in the case of the first Payment Date,

the Closing Date) and (b) U.S.$200,000 per annum (prorated for the related Interest Accrual

Period on the basis of a 360-day year consisting of twelve 30 day months); provided that (1) in

respect of any Payment Date after the third Payment Date following the Closing Date, if the

aggregate amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A) , Section

11.1(a)(ii)(A) and Section 11.1(a)(iii)(A)(2) (including any excess applied in accordance with

this proviso) on the three immediately preceding Payment Dates and during the related

Collection Periods is less than the stated Administrative Expense Cap (without regard to any

excess applied in accordance with this proviso) in the aggregate for such three preceding

Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect

to the then-current Payment Date; and (2) in respect of the third Payment Date following the

Closing Date, such excess amount shall be calculated based on the Payment Dates preceding

such Payment Date.

“ Administrative Expenses ”: The fees, expenses (including fees and costs of counsel and

indemnities) and other amounts due or accrued with respect to any Payment Date (including,

with respect to any Payment Date, any such amounts that were due and not paid on any prior

Payment Date in accordance with the Priority of Payments) and payable in the following order

by the Issuer: first , to the Trustee pursuant to Section 6.7 and the other provisions of this

Indenture, second , to the Bank, U.S. Bank National Association and any of their respective

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Affiliates in any of their respective other capacities under the Transaction Documents, third , on a

pro rata basis, the following amounts (excluding indemnities) to the following parties:

(i) the Independent Review Party, if any, Independent accountants (including

tax accountants), agents (other than the Collateral Manager) and counsel of the Issuer for

fees and expenses;

(ii) S&P for fees and expenses (including any annual fee, amendment fees and

surveillance fees) in connection with any rating of the Debt or in connection with the

rating of (or provision of credit estimates in respect of) any Collateral Obligations;

(iii) the Collateral Manager under this Indenture and the Collateral

Management Agreement, including without limitation reasonable expenses of the

Collateral Manager (including fees for its accountants, agents and counsel) incurred in

connection with the purchase or sale of any Collateral Obligations, any other expenses

incurred in connection with the Collateral Obligations and any other amounts payable

pursuant to the Collateral Management Agreement but excluding the Aggregate

Collateral Management Fees;

(iv) the independent manager of the Issuer for fees and expenses;

(v) any person in respect of any governmental fee, charge or tax; and

(vi) any other Person in respect of any other fees or expenses permitted under

this Indenture and the documents delivered pursuant to or in connection with this

Indenture (including without limitation the payment of all legal and other fees and

expenses incurred in connection with the purchase or sale of any Collateral Obligations

and any other expenses incurred in connection with the Collateral Obligations) and the

Debt, including but not limited to, amounts owed to the Issuer pursuant to this Indenture,

any amounts due in respect of the listing of the Debt on any stock exchange or trading

system, any Re-Pricing, redemption, Refinancing or additional issuance of Debt;

and fourth , on a pro rata basis, indemnities payable to any Person pursuant to any Transaction

Document or the Warehouse Agreement; provided that, for the avoidance of doubt, (x) amounts

due in respect of actions taken on or before the Closing Date (other than indemnities payable

under the Warehouse Agreement or amounts payable with respect to actions taken under the

Posting Agent Letter Agreement) shall not be payable as Administrative Expenses but shall be

payable only from the Expense Reserve Account pursuant to Section 10.3(d) and (y) amounts

that are expressly payable to any Person under the Priority of Payments in respect of an amount

that is stated to be payable as an amount other than as Administrative Expenses (including,

without limitation, interest and principal in respect of the Debt) shall not constitute

Administrative Expenses.

“ Affected Class ”: Any Class of Debt that, as a result of the occurrence of a Tax Event,

has not received or will not receive 100% of the aggregate amount of principal and interest that

would otherwise be due and payable to such Class on any Payment Date.

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“ Affiliate ”: With respect to a Person, (i) any other Person who, directly or indirectly, is in

control of, or controlled by, or is under common control with, such Person or (ii) any other

Person who is a director, Officer, employee or general partner (a) of such Person, (b) of any

subsidiary or parent company of such Person or (c) of any Person described in clause (i) above.

For the purposes of this definition, “control” of a Person shall mean the power, direct or indirect,

(x) to vote more than 50% (or, solely for purposes of determining control in connection with a

Portfolio Company, 35%) of the securities or other interests having ordinary voting power for the

election of directors of such Person or (y) to direct or cause the direction of the management and

policies of such Person whether by contract or otherwise. For purposes of this definition,

Obligors in respect of Collateral Obligations shall be deemed not to be Affiliates if they have

distinct corporate family ratings and/or distinct issuer ratings.

“ Agent Members ”: Members of, or participants in, DTC, Euroclear or Clearstream.

“ Aggregate Collateral Management Fee ”: Without duplication, all accrued and unpaid

Collateral Management Fees, Current Deferred Management Fees, Cumulative Deferred

Management Fees and Collateral Management Fee Shortfall Amounts (including accrued

interest).

“ Aggregate Coupon ”: As of any Measurement Date, the sum of the products obtained by

multiplying , in the case of each Fixed Rate Obligation (including, for any Permitted Deferrable

Obligation, only the required current cash interest required by the Underlying Documents

thereon), (i) the stated coupon on such Collateral Obligation expressed as a percentage and (ii)

the principal balance of such Collateral Obligation.

“ Aggregate Funded Spread ”: As of any Measurement Date, the sum of: (a) in the case of

each Floating Rate Obligation (other than a Defaulted Obligation) that bears interest at a spread

over a Reference Rate-based index (including, for any Permitted Deferrable Obligation, only the

excess of the required current cash pay interest required by the Underlying Documents thereon

over the applicable index and excluding the unfunded portion of any Delayed Drawdown

Collateral Obligation and Revolving Collateral Obligation), (i) the stated interest rate spread on

such Collateral Obligation above such index multiplied by (ii) the outstanding principal balance

of such Collateral Obligation; provided that, with respect to any Reference Rate Floor

Obligation, the stated interest rate spread on such Collateral Obligation over the applicable index

shall be deemed to be equal to the sum of (x) the stated interest rate spread over the applicable

index and (y) the excess, if any, of the specified “floor” rate relating to such Collateral

Obligation over the applicable Reference Rate; and (b) in the case of each Floating Rate

Obligation (other than a Defaulted Obligation) (including, for any Permitted Deferrable

Obligation, only the required current cash pay interest required by the Underlying Documents

thereon and excluding the unfunded portion of any Delayed Drawdown Collateral Obligation and

Revolving Collateral Obligation) that bears interest at a spread over an index other than a

Reference Rate-based index, (i) the excess of the sum of such spread and such index over the

Reference Rate as of the immediately preceding Interest Determination Date (which spread or

excess may be expressed as a negative percentage) multiplied by (ii) the outstanding principal

balance of each such Collateral Obligation.

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“ Aggregate Outstanding Amount ”: With respect to any of the Debt as of any date, the

aggregate unpaid principal amount of such Debt Outstanding on such date.

“ Aggregate Principal Balance ”: When used with respect to all or a portion of the

Collateral Obligations or the Assets, the sum of the Principal Balances of all or of such portion of

the Collateral Obligations or Assets, respectively.

“ Aggregate Unfunded Spread ”: As of any Measurement Date, the sum of the products

obtained by multiplying (i) for each Delayed Drawdown Collateral Obligation and Revolving

Collateral Obligation (other than Defaulted Obligations), the related commitment fee rate then in

effect as of such date and (ii) the undrawn commitments of each such Delayed Drawdown

Collateral Obligation and Revolving Collateral Obligation as of such date.

“ Alternative Method ”: The meaning specified in Section 7.17(l) .

“ Alternative Rate ”: The Fallback Rate or Benchmark Replacement Rate selected by the

Collateral Manager to replace the then current Reference Rate pursuant to a Reference Rate

Amendment.

“ ARRC ”: The Alternative Reference Rates Committee.

“ Asset-backed Commercial Paper ”: Commercial paper or other short-term obligations of

a program that primarily issues externally rated commercial paper backed by assets or exposures

held in a bankruptcy-remote, special purpose entity.

“ Assets ”: The meaning specified in the Granting Clauses.

“ Assumed Reinvestment Rate ”: The Term SOFR Rate (as determined on the most recent

Interest Determination Date relating to an Interest Accrual Period beginning on a Payment Date

or the Closing Date) minus 0.25% per annum; provided that the Assumed Reinvestment Rate

shall not be less than 0.00%.

“ Authenticating Agent ”: With respect to the Debt or a Class of the Debt, the Person

designated by the Trustee or the Loan Agent to authenticate such Debt on behalf of the Trustee

pursuant to Section 6.14 hereof or on behalf of the Loan Agent pursuant to the Class A-L Loan

Agreement.

“ Average Life ”: On any date of determination with respect to any Collateral Obligation,

the quotient obtained by dividing (i) the sum of the products of (a) the number of years (rounded

to the nearest one hundredth thereof) from such date of determination to the respective dates of

each successive Scheduled Distribution of principal of such Collateral Obligation and (b) the

respective amounts of principal of such Scheduled Distributions by (ii) the sum of all successive

Scheduled Distributions of principal on such Collateral Obligation.

“ Balance ”: On any date, with respect to Cash or Eligible Investments in any account, the

aggregate of the (i) current balance of Cash, demand deposits, time deposits, certificates of

deposit and federal funds; (ii) principal amount of interest-bearing corporate and government

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securities, money market accounts and repurchase obligations; and (iii) purchase price (but not

greater than the face amount) of non-interest-bearing government and corporate securities and

commercial paper.

“ Bank ”: U.S. Bank Trust Company, National Association, in its individual capacity and

not as Trustee, or any successor thereto.

“ Bankruptcy Code ”: The federal Bankruptcy Code, Title 11 of the United States Code, as

amended from time to time.

“ BDC Advisor ”: Xxxxxxxxx PCIF Advisor LLC, a Delaware limited liability company.

“ Benchmark Replacement Conforming Changes ”:  With respect to the implementation of

any Benchmark Replacement Rate, any technical, administrative or operational changes

(including, but not limited to, changes to the definition of “Interest Accrual Period”) that the

Collateral Manager (on behalf of the Issuer) decides may be appropriate to reflect the adoption of

such Benchmark Replacement Rate in a manner substantially consistent with market practice (or,

if the Collateral Manager (on behalf of the Issuer) decides that adoption of any portion of such

market practice is not administratively feasible or if the Collateral Manager (on behalf of the

Issuer) determines that no market practice for use of the Benchmark Replacement Rate exists, in

such other manner as the Collateral Manager (on behalf of the Issuer) determines is reasonably

necessary).

“ Benchmark Replacement Date ”: The earlier to occur of the following events with

respect to the Reference Rate and each date thereafter designated by the Collateral Manager

following the occurrence of any of the following events:

(i) in the case of clause (a) or (b) of the definition of “Benchmark Transition

Event,” the later of (x) the date of the public statement or publication of information

referenced therein and (y) the date on which the administrator of the Reference Rate

permanently or indefinitely ceases to provide the Reference Rate;

(ii) in the case of clause (c) of the definition of “Benchmark Transition

Event,” the date of the public statement or publication of information referenced therein;

or

(iii) in the case of clause (d) of the definition of “Benchmark Transition

Event,” the date on which the Collateral Manager in its sole discretion has notified the

Trustee and the Calculation Agent that a “Benchmark Replacement Date” has occurred.

“ Benchmark Replacement Rate ”: The reference rate that the Collateral Manager

determines in its sole discretion as a replacement for the base rate component applicable to the

Secured Debt as of the applicable Benchmark Replacement Date meets each of clauses (i) and

(ii) below:

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(i) the first applicable alternative set forth in the order below that also meets

clause (ii) below:

(1) the sum of: (a) Daily Simple SOFR and (b) in the case of an

Unadjusted Benchmark Replacement Rate, the Benchmark Replacement Rate

Adjustment;

(2) the sum of: (a) the alternate rate of interest that has been selected

or recommended by the Relevant Governmental Body or the LSTA as the

replacement for then current Reference Rate for the applicable Corresponding

Tenor with respect to quarterly pay floating rate Loans of the type included in the

Assets and (b) the Benchmark Replacement Rate Adjustment; and

(3) the sum of: (a) the alternate rate of interest identified by the

Collateral Manager as expected to be used in a majority of the quarterly pay

Floating Rate Obligations included in the Assets or a majority of the new issue

collateralized loan obligation transactions priced in the six months prior to the

applicable Benchmark Replacement Date and (b) in the case of an Unadjusted

Benchmark Replacement Rate, the Benchmark Replacement Rate Adjustment;

and

(ii) used in a majority of the quarterly pay Floating Rate Obligations included

in the Assets or a majority of the new issue collateralized loan obligation transactions

priced in the six months prior to the applicable Benchmark Replacement Date as

determined by the Collateral Manager in its sole discretion.

“ Benchmark Replacement Rate Adjustment ”: With respect to any replacement of the

Reference Rate with an Unadjusted Benchmark Replacement Rate, the spread adjustment, or

method for calculating or determining such spread adjustment, (which may be a positive or

negative value or zero) that has been selected by the Collateral Manager in the following order:

(i) any selection or recommendation of a spread adjustment, or method for calculating or

determining such spread adjustment, for the replacement of the Reference Rate with the

applicable Unadjusted Benchmark Replacement Rate by the Relevant Governmental Body or the

LSTA or (ii) any evolving or then-prevailing market convention for determining a spread

adjustment, or method for calculating or determining such spread adjustment, for the

replacement of the Reference Rate with the applicable Unadjusted Benchmark Replacement Rate

for Dollar-denominated collateralized loan obligation securitization transactions at such time.

“ Benchmark Transition Event ”: The occurrence of one or more of the following events

with respect to the Reference Rate, as determined by the Collateral Manager:

(a) public statement or publication of information by or on behalf of the

administrator of the Reference Rate announcing that such administrator has ceased or will

cease to provide such Reference Rate, permanently or indefinitely, provided that, at the

time of such statement or publication, there is no successor administrator that will

continue to provide such Reference Rate;

9

(h) a public statement or publication of information by the regulatory

supervisor for the administrator of the Reference Rate, the Federal Reserve System, an

insolvency official with jurisdiction over the administrator for the Reference Rate, a

resolution authority with jurisdiction over the administrator for the Reference Rate or a

court or an entity with similar insolvency or resolution authority over the administrator

for the Reference Rate, which states that the administrator of the Reference Rate has

ceased or will cease to provide the Reference Rate permanently or indefinitely, provided

that, at the time of such statement or publication, there is no successor administrator that

will continue to provide the Reference Rate;

(i) a public statement or publication of information by the regulatory

supervisor for the administrator of the Reference Rate announcing that the Reference

Rate is no longer representative; or

(j) if at any time after the occurrence of a Benchmark Transition Event set

forth in clauses (a) – (c) the Reference Rate is a rate that does not satisfy clause (ii) of the

definition of Benchmark Replacement Rate, the Collateral Manager determines in its sole

discretion to replace the then current Reference Rate with a rate that satisfies clause (ii) of

the definition of Benchmark Replacement Rate.

“ Beneficial Ownership Certificate ”: The meaning specified in Section 14.2(e) .

“ Benefit Plan Investor ”: A “benefit plan investor” as defined in 29 C.F.R.

Section 2510.3-101 and Section 3(42) of ERISA, which includes (a) any “employee benefit

plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility

provisions of Title I of ERISA, (b) any “plan” (as defined in Section 4975(e)(1) of the Code) to

which Section 4975 of the Code applies and (c) any entity whose underlying assets include “plan

assets” by reason of such an “employee benefit plan’s” or “plan’s” investment in such entity.

“ Bond ”: A debt security (that is not a Loan) that is issued by a partnership, trust or any

other entity.

“ Book Value ”: “Book value” within the meaning of Treasury Regulations

Section 1.704-1(b)(2)(iv), adjusted (to the extent permitted under Treasury Regulations

Section 1.704-1(b)(2)(iv)(f)) as necessary to reflect the relative economic interests of the

beneficial owners of the Subordinated Notes (as determined for U.S. federal income tax

purposes).

“ Bridge Loan ”: Any loan or other obligation that (i) is incurred in connection with a

merger, acquisition, consolidation, or sale of all or substantially all of the assets of a Person or

similar transaction and (ii) by its terms, is required to be repaid within one year of the incurrence

thereof with proceeds from additional borrowings or other refinancings (it being understood that

any such loan or debt security that has a nominal maturity date of one year or less from the

incurrence thereof but has a term-out or other provision whereby (automatically or at the sole

option of the Obligor thereof) the maturity of the indebtedness thereunder may be extended to a

later date is not a Bridge Loan).

10

“ Business Day ”: Any day other than (i) a Saturday or a Sunday or (ii) a day on which

commercial banks are authorized or required by applicable law, regulation or executive order to

close in New York, New York or in the city in which the Corporate Trust Office of the Trustee

or the Loan Agent is located or, for any final payment of principal, in the relevant place of

presentation.

“ Calculation Agent ”: The meaning specified in Section 7.16 .

“ Cash ”: Such funds denominated in currency of the United States as at the time shall be

legal tender for payment of all public and private debts, including funds standing to the credit of

an Account.

“ CCC Collateral Obligation ”: A Collateral Obligation (other than a Defaulted Obligation

or a Deferring Obligation) with an S&P Rating of “CCC+” or lower.

“ CCC Excess ”: An amount equal to the excess of the Principal Balance of all CCC

Collateral Obligations over an amount equal to 20.0% of the Collateral Principal Amount as of

such date of determination; provided that, in determining which of the CCC Collateral

Obligations shall be included in the CCC Excess, the CCC Collateral Obligations with the lowest

Market Value (expressed as a percentage of the outstanding Principal Balance of such Collateral

Obligations as of such date of determination) shall be deemed to constitute such CCC Excess.

“ Certificate of Authentication ”: The meaning specified in Section 2.1 .

“ Certificate of Formation ”: The certificate of formation the Issuer.

“ Certificated Note ”: Any Certificated Secured Note or Certificated Subordinated Note.

“ Certificated Secured Note ”: The meaning specified in Section 2.2(b)(iv) .

“ Certificated Security ”: The meaning specified in Section 8-102(a)(4) of the UCC.

“ Certificated Subordinated Note ”: A definitive, fully registered note without coupons

substantially in the form attached as Exhibit A-3 hereto.

“ Class ”: In the case of (i) the Secured Debt, all of the Secured Debt having the same

Interest Rate, Stated Maturity and class designation and (ii) the Subordinated Notes, all of the

Subordinated Notes; provided that, solely for purposes of calculating the Interest Coverage Ratio

and the Overcollateralization Ratio, the Class A Debt and the Class B Notes shall be treated as a

single Class; provided further, that (x) except as provided in clause (y) of this proviso, the Class

A Notes and the Class A-L Loans shall constitute, and vote together as, a single Class and (y) the

Class A Notes and the Class A-L Loans shall be treated as separate Classes, and shall vote

separately, solely for purposes of (1) any determination as to whether a proposed supplemental

indenture or amendment would have a material adverse effect on such Debt and (2) a

Refinancing or a Re-Pricing.

“ Class A Debt ”: The Class A Notes and the Class A-L Loans, collectively.

11

“ Class A Notes ”: The Class A Senior Secured Floating Rate Notes issued pursuant to this

Indenture and having the characteristics specified in Section 2.3 .

“ Class A/B Coverage Tests ”: The Overcollateralization Ratio Test and the Interest

Coverage Test, each as applied with respect to the Class A Notes and the Class B Notes.

“ Class A-L Lender ”: Each lender under the Class A-L Loan Agreement with respect to

the Class A-L Loans.

“ Class A-L Loan Account ”:  The account established pursuant to the Class A-L Loan

Agreement.

“ Class A-L Loan Agreement ”: The loan agreement entered into on the Closing Date by

the Issuer, as borrower, the Class A-L Lenders party thereto and U.S. Bank Trust Company,

National Association, as loan agent.

“ Class A-L Loans ”: The Class A-L Senior Secured Floating Rate Loans incurred

pursuant to the Class A-L Loan Agreement and having the characteristics specified in Section

2.3 .

“ Class B Notes ”: The Class B Senior Secured Floating Rate Notes issued pursuant to this

Indenture and having the characteristics specified in Section 2.3 .

“ Class Break-even Default Rate ”: With respect to the Highest Ranking S&P Class:

(a) prior to the S&P CDO Monitor Election Date, the rate equal to (a)

0.042093 plus (b) the product of (x) 0.000000 and (y) the Weighted Average Floating

Spread plus (c) the product of (x) 0.000000 and (y) the Weighted Average S&P Recovery

Rate; or

(k) on and after the S&P CDO Monitor Election Date, the maximum

percentage of defaults, at any time, that the Current Portfolio or the Proposed Portfolio, as

applicable, can sustain, as determined through application of the applicable S&P CDO

Monitor chosen by the Collateral Manager in accordance with this Indenture that is

applicable to the portfolio of Collateral Obligations, which, after giving effect to the

assumptions on recoveries, defaults and timing and to the Priority of Payments, will result

in sufficient funds remaining for the payment of the Highest Ranking S&P Class in full.

After the S&P CDO Monitor Election Date, S&P will provide the Collateral Manager

with the Class Break-even Default Rates for each S&P CDO Monitor input file based

upon the S&P Minimum Floating Spread and the S&P CDO Monitor Recovery Rate to

be associated with such S&P CDO Monitor input file as selected by the Collateral

Manager in accordance with the definition of “S&P CDO Monitor”.

“ Class C Coverage Tests ”: The Overcollateralization Ratio Test and the Interest

Coverage Test, each as applied with respect to the Class C Notes.

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“ Class C Notes ”: The Class C Secured Deferrable Floating Rate Notes issued pursuant to

this Indenture and having the characteristics specified in Section 2.3 .

“ Class Default Differential ”: With respect to the Highest Ranking S&P Class, the rate

calculated by subtracting the Class Scenario Default Rate at such time from (x) prior to the S&P

CDO Monitor Election Date, the Adjusted Class Break-even Default Rate or (y) on and after the

S&P CDO Monitor Election Date, the Class Break-even Default Rate, in each case, at such time.

“ Class Scenario Default Rate ”: With respect to the Highest Ranking S&P Class:

(a) prior to the S&P CDO Monitor Election Date, the rate at such time equal

to (i) 0.247621 plus (ii) (x) the S&P Weighted Average Rating Factor divided by (y)

9162.65 minus (iii) (x) the Default Rate Dispersion divided by (y) 16757.20 minus (iv)(x)

the Obligor Diversity Measure divided by (y) 7677.80 minus (v)(x) the Industry Diversity

Measure divided by (y) 2177.56 minus (vi)(x) the Regional Diversity Measure divided by

(y) 34.0948 plus (vii)(x) the S&P Weighted Average Life divided by (y) 27.3896; or

(l) on and after the S&P CDO Monitor Election Date, an estimate of the

cumulative default rate for the Current Portfolio or the Proposed Portfolio, as applicable,

consistent with the Initial Rating of such Class or Classes of Debt, determined by

application by the Collateral Manager and the Collateral Administrator of the S&P CDO

Monitor at such time.

“ Clean-Up Call Purchase Price ”: The meaning specified in Section 9.8(b) .

“ Clean-Up Call Redemption ”: The meaning specified in Section 9.8(a) .

“ Clearing Agency ”: An organization registered as a “clearing agency” pursuant to

Section 17A of the Exchange Act.

“ Clearing Corporation ”: (i) Clearstream, (ii) DTC, (iii) Euroclear and (iv) any entity

included within the meaning of “clearing corporation” under Section 8-102(a)(5) of the UCC.

“ Clearing Corporation Security ”: Securities which are in the custody of or maintained on

the books of a Clearing Corporation or a nominee subject to the control of a Clearing

Corporation and, if they are Certificated Securities in registered form, properly endorsed to or

registered in the name of the Clearing Corporation or such nominee.

“ Clearstream ”: Clearstream Banking, société anonyme , a corporation organized under the

laws of the Duchy of Luxembourg (formerly known as Cedelbank, société anonyme ).

“ Closing Date ”: July 16, 2024.

“ Closing Date Certificate ”: The closing certificate of the Issuer and the Collateral

Manager dated as of the Closing Date.

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“ Co-Placement Agent ”: GreensLedge Capital Markets LLC, solely with respect to the

Secured Notes to be purchased by it and its Affiliates.

“ Code ”: The United States Internal Revenue Code of 1986, as amended.

“ Collateral Administration Agreement ”: An agreement, dated as of the Closing Date,

among the Issuer, the Collateral Manager and the Collateral Administrator, as amended from

time to time, in accordance with the terms thereof.

“ Collateral Administrator ”: U.S. Bank Trust Company, National Association, in its

capacity as collateral administrator under the Collateral Administration Agreement, and any

successor thereto.

“ Collateral Interest Amount ”: As of any date of determination, without duplication, the

aggregate amount of Interest Proceeds that has been received or that is expected to be received

(other than Interest Proceeds expected to be received from Defaulted Obligations or the deferring

portion of a Permitted Deferrable Obligation, but including Interest Proceeds actually received

from Defaulted Obligations or the deferring portion of a Permitted Deferrable Obligation), in

each case during the Collection Period in which such date of determination occurs (or after such

Collection Period but on or prior to the related Payment Date if such Interest Proceeds would be

treated as Interest Proceeds with respect to such Collection Period).

“ Collateral Management Agreement ”: The agreement dated as of the Closing Date,

between the Issuer and the Collateral Manager relating to the management of the Collateral

Obligations and the other Assets by the Collateral Manager on behalf of the Issuer, as amended

from time to time in accordance with the terms thereof.

“ Collateral Management Fee ”: The fee payable to the Collateral Manager in arrears on

each Payment Date (prorated for the related Interest Accrual Period) pursuant to Section 8(a) of

the Collateral Management Agreement and Section 11.1 of this Indenture, in an amount equal to

0.20% per annum (calculated on the basis of the actual number of days in the applicable Interest

Accrual Period divided by 360) of the Fee Basis Amount at the beginning of the Collection

Period relating to such Payment Date.

“ Collateral Management Fee Shortfall Amount ”: To the extent the Collateral

Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal

Proceeds (and such fee was not voluntarily deferred or waived by the Collateral Manager), the

Collateral Management Fee due on such Payment Date (or the unpaid portion thereof, as

applicable), which shall be automatically deferred for payment on the succeeding Payment Date,

with interest at the rate specified in the Collateral Management Agreement, as certified to the

Trustee by the Collateral Manager, in accordance with the Priority of Payments.

“ Collateral Manager ”: Xxxxxx Xxxxxxxxx Private Capital Income Fund, a Delaware

statutory trust, until a successor Person shall have become the Collateral Manager pursuant to the

provisions of the Collateral Management Agreement, and thereafter “Collateral Manager” shall

mean such successor Person.

14

“ Collateral Manager Standard ”: The standard of care applicable to the Collateral Manager

set forth in the Collateral Management Agreement.

“ Collateral Obligation ”: A Senior Secured Loan (including, but not limited to, interests in

middle market loans acquired by way of a purchase or assignment) or Participation Interest

therein, a Second Lien Loan or Participation Interest therein, or a DIP Collateral Obligation or a

Participation Interest therein, that as of the date of acquisition by the Issuer:

(i) is Dollar denominated and is neither convertible by the Obligor thereof

into, nor payable in, any other currency;

(ii) is not (A) a Defaulted Obligation or (B) a Credit Risk Obligation;

(iii) is not a lease;

(iv) if it is a Deferrable Obligation, it is a Permitted Deferrable Obligation;

(v) provides for a fixed amount of principal payable in Cash on scheduled

payment dates and/or at maturity and does not by its terms provide for earlier

amortization or prepayment at a price of less than par;

(vi) does not constitute Margin Stock;

(vii) gives rise only to payments that are not subject to withholding tax, other

than withholding tax imposed on commitment fees and other similar fees, withholding

imposed pursuant to FATCA and withholding tax as to which the Obligor must make

additional payments so that the net amount received by the Issuer after satisfaction of

such tax is the amount due to the Issuer before the imposition of any withholding tax;

(viii) has an S&P Rating;

(ix) is not a debt obligation whose repayment is subject to substantial non-

credit related risk as determined by the Collateral Manager;

(x) except for Delayed Drawdown Collateral Obligations and Revolving

Collateral Obligations, is not an obligation pursuant to which any future advances or

payments to the borrower or the Obligor thereof may be required to be made by the

Issuer; provided that the Issuer may be required, as a lender under the Underlying

Documents, to make customary protective advances or provide customary indemnities to

the agent of the Collateral Obligation (for which the Issuer may receive a participation

interest or other right of repayment);

(xi) is not a repurchase obligation, a Bond, a Zero Coupon Bond, an

Unsecured Loan, a Bridge Loan, a Commercial Real Estate Loan, a Structured Finance

Obligation, a Step-Down Obligation, a Step-Up Obligation or a note;

15

(xii) will not require the Issuer or the pool of Assets to be registered as an

investment company under the 1940 Act;

(xiii) is not an Equity Security or by its terms convertible into or exchangeable

for an Equity Security;

(xiv) is not the subject of an Offer of exchange, or tender by its Obligor, for

cash, securities or any other type of consideration other than a Permitted Offer;

(xv) does not have an S&P Rating that is below “CCC-”;

(xvi) does not have an “f,” “p,” “pi,” “sf” or “t” subscript assigned by S&P or

an “sf” subscript assigned by any other NRSRO;

(xvii) does not mature after the Stated Maturity of the Debt;

(xviii) other than in the case of a Fixed Rate Obligation, accrues interest at a

floating rate determined by reference to (a) the Dollar prime rate, federal funds rate or

SOFR or (b) a similar interbank offered rate, commercial deposit rate or any other index

in respect of which the S&P Rating Condition is satisfied;

(xix) if it is a “registration-required obligation” within the meaning of the Code,

is Registered;

(xx) is not a Synthetic Security;

(xxi) does not pay interest less frequently than semi-annually;

(xxii) is not a letter of credit and does not support a letter of credit;

(xxiii) is not an interest in a grantor trust;

(xxiv) is purchased at a price at least equal to 65% of its outstanding principal

balance;

(xxv) is not issued by an Obligor Domiciled in Cyprus, Greece, Iceland, Ireland,

Italy, Liechtenstein, Portugal or Spain;

(xxvi) is issued by a Non-Emerging Market Obligor Domiciled in the United

States, Canada, a Group I Country, a Group II Country, or a Group III Country;

(xxvii) if it is a Participation Interest, the Third Party Credit Exposure Limits are

satisfied with respect to the acquisition thereof;

(xxviii) is not an obligation of a Portfolio Company;

(xxix) does not have attached equity warrants;

16

(xxx) is not a commodity forward contract;

(xxxi) is issued by an Obligor with a most-recently calculated (in accordance

with the related Underlying Documents) EBITDA of at least $5,000,000;

(xxxii) is not an ESG Collateral Obligation; and

(xxxiii) is not an infrastructure or project finance loan;

provided that, notwithstanding anything to the contrary contained in this Indenture, any Workout

Loan designated as a Collateral Obligation by the Collateral Manager in accordance with the

terms specified in the definition of “Workout Loan” shall constitute a Collateral Obligation (and

not a Workout Loan) following such designation.

“ Collateral Principal Amount ”: As of any date of determination, the sum of (a) the

Aggregate Principal Balance of the Collateral Obligations (other than Defaulted Obligations

except as otherwise expressly set forth herein), (b) without duplication, the amounts on deposit in

the Collection Account and the Ramp-Up Account (including Eligible Investments therein)

representing Principal Xxxxxxxx and (c) unpaid Principal Financed Accrued Interest (other than in

respect of Defaulted Obligations); provided that for purposes of calculating the Concentration

Limitations, Defaulted Obligations shall be included in the Collateral Principal Amount with a

Principal Balance equal to the Defaulted Obligation Balance thereof.

“ Collateral Quality Test ”: A test satisfied, as of the Effective Date and any other date

thereafter on which such test is required to be determined hereunder if, in the aggregate, the

Collateral Obligations owned (or in relation to a proposed purchase of a Collateral Obligation,

proposed to be owned) by the Issuer satisfy each of the tests set forth below (or, after the

Effective Date, if not in compliance at the time of reinvestment, the relevant requirements must

be maintained or improved as described in the Investment Criteria):

(i) the S&P CDO Monitor Test;

(xxxiv) at any time on or after the S&P CDO Monitor Election Date, the

Minimum Weighted Average S&P Recovery Rate Test;

(xxxv) the Minimum Floating Spread Test;

(xxxvi) the Minimum Weighted Average Coupon Test;

(xxxvii) the Weighted Average Life Test; and

(xxxviii) the Maximum Equivalent Rating Factor Test.

“ Collection Account ”: The account established pursuant to Section 10.2 which consists of

the Principal Collection Subaccount and the Interest Collection Subaccount.

17

“ Collection Period ”: (i) With respect to the first Payment Date, the period commencing

on the Closing Date and ending at the close of business on the seventh day of the calendar month

in which the first Payment Date occurs; and (ii) with respect to any other Payment Date, the

period commencing on the day immediately following the prior Collection Period and ending (a)

in the case of the final Collection Period preceding the latest Stated Maturity of any Class of

Debt, on the day of such Stated Maturity, (b) in the case of the final Collection Period preceding

an Optional Redemption, Clean-Up Call Redemption or Tax Redemption in whole of the Debt,

on the Redemption Date and (c) in any other case, at the close of business on the seventh day of

the calendar month in which such Payment Date occurs; provided , that, in each case, if such

seventh day is not a Business Day, the next succeeding Business Day.

“ Commercial Real Estate Loan ”: Any Loan for which the underlying collateral consists

primarily of real property owned by the Obligor and is evidenced by a note or other evidence of

indebtedness.

“ Competent Authority ”: A competent authority of any Holder or a competent authority of

any potential investor in the Debt (as determined under the Securitization Regulations).

“ Concentration Limitations ”: Limitations satisfied on each Measurement Date on or after

the Effective Date and during the Reinvestment Period if, in the aggregate, the Collateral

Obligations owned (or in relation to a proposed purchase of a Collateral Obligation, proposed to

be owned) by the Issuer comply with all of the requirements set forth below (or in relation to a

proposed purchase after the Effective Date, if not in compliance, the relevant requirements must

be maintained or improved after giving effect to the purchase), calculated in each case as

required by Section 1.3 herein:

(i) not less than 95.0% of the Collateral Principal Amount may consist of

Senior Secured Loans, Xxxx and Eligible Investments;

(xxxix) not more than 5.0% of the Collateral Principal Amount may consist, in the

aggregate, of First-Lien Last-Out Loans and Second Lien Loans;

(xl) not more than 2.0% of the Collateral Principal Amount may consist of

obligations issued by a single Obligor and its Affiliates, except that, without duplication,

Collateral Obligations issued by up to five Obligors and their respective Affiliates may

each constitute up to 2.5% of the Collateral Principal Amount; provided , that not more

than 1.5% of the Collateral Principal Amount may consist of First-Lien Last-Out Loans

and Second Lien Loans issued by a single Obligor and its Affiliates; provided further ,

that one Obligor shall not be considered an Affiliate of another Obligor solely because

they are controlled by the same financial sponsor;

(xli) not more than 17.5% of the Collateral Principal Amount may consist of

CCC Collateral Obligations;

(xlii) not more than 5.0% of the Collateral Principal Amount may consist of

Fixed Rate Obligations;

18

(xliii) not more than 5.0% of the Collateral Principal Amount may consist of

Current Pay Obligations;

(xliv) not more than 10.0% of the Collateral Principal Amount may consist, in

the aggregate, of unfunded commitments under Delayed Drawdown Collateral

Obligations and unfunded and funded commitments under Revolving Collateral

Obligations;

(xlv) (a) not more than 5.0% of the Collateral Principal Amount may consist of

Participation Interests and (b) each such Participation Interest shall satisfy the Third Party

Credit Exposure Limits;

(xlvi) not more than 10.0% of the Collateral Principal Amount may have an S&P

Rating derived from a Xxxxx’x Rating as provided in clause (c)(i) of the definition of the

term “S&P Rating”;

(xlvii) no more than the percentage listed below of the Collateral Principal

Amount may be issued by Obligors Domiciled in the country or countries set forth

opposite such percentage:

% Limit	Country or Countries
10.0%	All countries (in the aggregate) other than the United States;
5.0%	Canada;
5.0%	all countries (in the aggregate) other than the United States, Canada and the United Kingdom;
5.0%	any individual Group I Country;
2.5%	all Group II Countries in the aggregate;
2.5%	any individual Group II Country;
1.5%	all Group III Countries in the aggregate; and
1.5%	any individual country other than the United States, the United Kingdom, Canada, the Netherlands, any Group II Country or any Group III Country;

(xlviii) not more than 5.0% of the Collateral Principal Amount may consist of

Collateral Obligations that pay interest at least semi-annually, but less frequently than

quarterly;

(xlix) not more than 10.0% of the Collateral Principal Amount may consist of

Collateral Obligations that are Discount Obligations;

(l) not more than 5.0% of the Collateral Principal Amount may consist of

Collateral Obligations that are Permitted Deferrable Obligations;

(li) not more than 5.0% of the Collateral Principal Amount may consist of DIP

Collateral Obligations;

19

(lii) not more than 12.5% of the Collateral Principal Amount may consist of

Collateral Obligations that are issued by Obligors that belong to any single S&P Industry

Classification Group, except that (a) the largest S&P Industry Classification Group may

represent up to 20.0% of the Collateral Principal Amount, (b) the next largest S&P

Industry Classification Group may represent up to 17.5% of the Collateral Principal

Amount and (c) the next two largest S&P Industry Classification Groups may each

represent up to 15.0% of the Collateral Principal Amount; provided that, without

duplication, the three largest S&P Industry Classification Groups in the aggregate may

not represent more than 45.0% of the Collateral Principal Amount;

(liii) not more than 15.0% of the Collateral Principal Amount may consist of

Collateral Obligations that are Cov-Lite Loans; provided , that not more than 5.0% of the

Collateral Principal Amount may consist of Collateral Obligations that are Cov-Lite

Loans that are issued by an Obligor with a most-recently calculated EBITDA as of the

date such Collateral Obligation was acquired by the Issuer (in accordance with the related

Underlying Documents) of less than $40,000,000; and

(liv) not more than 7.5% of the Collateral Principal Amount may consist of

Collateral Obligations that are issued by an Obligor with a most-recently calculated (in

accordance with the related Underlying Documents) EBITDA of less than $15,000,000;

provided that not more than 5.0% of the Collateral Principal Amount may consist of

Collateral Obligations that are issued by an Obligor with a most-recently calculated (in

accordance with the related Underlying Documents) EBITDA of less than $10,000,000.

“ Confidential Information ”: The meaning specified in Section 14.15(b) .

“ Constituting Document ”: As the context requires, (i) this Indenture (with respect to the

Notes) and/or (ii) the Class A-L Loan Agreement (with respect to the Class A-L Loans).

“ Contribution ”: The meaning specified in Section 10.6 .

“ Contributor ”: The meaning specified in Section 10.6 .

“ Controlling Class ”: The Class A Debt so long as any Class A Debt is Outstanding; then

the Class B Notes so long as any Class B Note is Outstanding; then the Class C Notes so long as

any Class C Note is Outstanding; and then the Subordinated Notes if no Secured Debt is

Outstanding.

“ Controlling Person ”: A Person (other than a Benefit Plan Investor) who has

discretionary authority or control with respect to the assets of an entity or any Person who

provides investment advice for a fee (direct or indirect) with respect to such assets or any

affiliate of any such Person. For this purpose, an “affiliate” of a Person includes any Person,

directly or indirectly, through one or more intermediaries, controlling, controlled by, or under

common control with the Person. “Control,” with respect to a Person other than an individual,

means the power to exercise a controlling influence over the management or policies of such

Person, and “Controlling” shall have the meaning correlative to the foregoing.

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“ Corporate Trust Office ”: (i) With respect to the Trustee, the principal corporate trust

office of the Trustee at which this Indenture is administered, currently located at (a) for Note

transfer purposes and for presentment and surrender of the Notes for final payment thereon, U.S.

Bank Trust Company, National Association, 000 Xxxxxxxx Xxxxxx Xxxx, Xx. Xxxx, Xxxxxxxxx

55107, Attention: Bondholder Services – EP-MN-WS2N, and (b) for all other purposes, U.S.

Bank Trust Company, National Association, 000 X. Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxx

Carolina 28202, Attention: Global Corporate Trust – Xxxxxxxxx NCPCIF CLO-I LLC, Email:

xxxxxxxx.xxxxxxx@xxxxxx.xxx, with a copy to xxxxxx.xxxxx@xxxxxx.xxx, or such other address as

the Trustee may designate from time to time by notice to the Holders, the Collateral Manager and

the Issuer or the principal corporate trust office of any successor Trustee, and (ii) with respect to

the Loan Agent, the principal corporate trust office of the Loan Agent at which the Class A-L

Loan Agreement is administered, currently located at (a) to the extent applicable, for loan note

transfer purposes and for presentment and surrender of the any such loan note for final payment

thereon, U.S. Bank Trust Company, National Association, 000 Xxxxxxxx Xxxxxx Xxxx, Xx. Xxxx,

Minnesota 55107, Attention:  Bondholder Services – EP-MN-WS2N and (b) for all other

purposes, U.S. Bank Trust Company, National Association, 000 X. Xxxxx Xxxxxx, 00xx Xxxxx,

Charlotte, North Carolina 28202, Attention:  CDO Trust Services/ Xxxx Xxxxx, E-mail:

xxxxxx.xxxxxxxx@xxxxxx.xxx, with a copy to xxxx.xxxxx@xxxxxx.xxx; or in each case, such other

address as the Loan Agent may designate from time to time by notice to the Holders, the

Collateral Manager and the Issuer or the principal corporate trust office of any successor Loan

Agent.

“ Corresponding Tenor ”: With respect to the Reference Rate or a Benchmark

Replacement Rate, a tenor having approximately the same length (disregarding business day

adjustment) as the applicable tenor for the then current Reference Rate (which shall initially be

three months).

“ Cov-Lite Loan ”: A Senior Secured Loan the Underlying Documents for which do not (i)

contain any financial covenants or (ii) require the borrower thereunder to comply with any

Maintenance Covenant (regardless of whether compliance with one or more Incurrence

Covenants is otherwise required by such Underlying Documents); provided that, for all purposes

other than the determination of the S&P Recovery Rate for such Collateral Obligation, a loan

which either contains a cross-default or cross-acceleration provision to, or is pari passu with,

another loan or debt obligation of the underlying Obligor that requires the underlying Obligor to

comply with a Maintenance Covenant will be deemed not to be a Cov-Lite Loan. For the

avoidance of doubt, for all purposes other than determining an S&P Recovery Rate, a Senior

Secured Loan that is capable of satisfying the foregoing definition (not including the proviso

thereto) only (x) until the expiration of a certain period of time after the initial issuance thereof or

(y) for so long as there is no funded balance in respect thereof, in each case as set forth in the

related Underlying Documents, shall be deemed not to be a Cov-Lite Loan.

“ Coverage Tests ”: The Overcollateralization Ratio Test and the Interest Coverage Test,

each as applied to each specified Class or Classes of Secured Debt.

“ Covered Audit Adjustment ”: The meaning specified in Section 7.17(l) .

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“ Credit Amendment ”: The meaning specified in Section 7.20 .

“ Credit Improved Criteria ”: The criteria that will be met if, with respect to any Collateral

Obligation, any of the following occur:

(a) such Collateral Obligation has experienced a reduction in its credit spread

of 10% or more compared to the credit spread in effect as of the Cut-Off Date for such

Collateral Obligation, such reduction in spread being determined by reference to an

Eligible Loan Index; or

(m) such Collateral Obligation has a Market Value above the higher of (i) par

and (ii) the initial purchase price paid by the Issuer for such Collateral Obligation.

“ Credit Improved Obligation ”: Any Collateral Obligation, which in the Collateral

Manager’s reasonable commercial judgment (which judgment shall not be called into question as

a result of subsequent events), has significantly improved in credit quality after it was acquired

by the Issuer, which may (but need not) be based on one or more of the Credit Improved Criteria;

provided that, if a Restricted Trading Period is in effect, (i) such Collateral Obligation satisfies at

least one of the Credit Improved Criteria or (ii) the Collateral Manager must obtain the consent

of a Majority of the Controlling Class.

“ Credit Risk Criteria ”: The criteria that will be met if, with respect to any Collateral

Obligation, any of the following occur:

(a) the spread over the Reference Rate or other Eligible Loan Index for such

Collateral Obligation has been increased since the date of purchase by the Issuer by (A)

0.25% or more (in the case of a Collateral Obligation with a spread over the applicable

reference rate selected by the Collateral Manager in the exercise of its reasonable

business judgment (prior to such increase) less than or equal to 2.00%), (B) 0.375% or

more (in the case of a Collateral Obligation with a spread over the applicable reference

rate selected by the Collateral Manager in the exercise of its reasonable business

judgment (prior to such increase) greater than 2.00% but less than or equal to 4.00%) or

(C) 0.5% or more (in the case of a Collateral Obligation with a spread over the applicable

reference rate selected by the Collateral Manager in the exercise of its reasonable

business judgment (prior to such increase) greater than 4.00%) due, in each case, to a

deterioration in the related Obligor’s financial ratios or financial results in accordance

with the Underlying Documents relating to such Collateral Obligation; or

(n) the Market Value of such Collateral Obligation has decreased by at least

2.5% of the price paid by the Issuer for such Collateral Obligation due to a deterioration

in the related Obligor’s financial ratios or financial results in accordance with the

Underlying Documents relating to such Collateral Obligation.

“ Credit Risk Obligation ”: Any Collateral Obligation that, in the Collateral Manager’s

reasonable commercial judgment (which judgment shall not be called into question as a result of

subsequent events), has a significant risk of declining in credit quality or price, which may (but

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need not) be based on one or more of the Credit Risk Criteria; provided that, if a Restricted

Trading Period is in effect, (i) such Collateral Obligation satisfies at least one of the Credit Risk

Criteria or (ii) the Collateral Manager must obtain the consent of a Majority of the Controlling

Class.

“ Cumulative Deferred Management Fee ”: All or a portion of the previously deferred

Collateral Management Fees or Collateral Management Fee Shortfall Amounts (including

accrued interest prior to the Payment Date on which the payment of such Collateral Management

Fee Shortfall Amount was deferred by the Collateral Manager), which may be declared due and

payable by the Collateral Manager on any Payment Date.

“ Current Deferred Management Fee ”: With respect to a Payment Date, all or a portion of

the Collateral Management Fees or Collateral Management Fee Shortfall Amounts (including

accrued interest), due and owing to the Collateral Manager the payment of which is voluntarily

deferred (for payment on a subsequent Payment Date), without interest, by the Collateral

Manager.

“ Current Pay Obligation ”: Any Collateral Obligation (other than a DIP Collateral

Obligation) that would otherwise be treated as a Defaulted Obligation but as to which no

payments are due and payable that are unpaid and with respect to which the Collateral Manager

has certified to the Trustee in writing that it believes, in its reasonable business judgment, that (a)

the Obligor of such Collateral Obligation is current on all interest payments, principal payments

and other amounts due and payable thereunder and will continue to make scheduled payments of

interest thereon and will pay the principal thereof and all other amounts due and payable

thereunder by maturity or as otherwise contractually due, (b) if the Obligor is subject to a

bankruptcy proceeding, it has been the subject of an order of a bankruptcy court that permits it to

make the scheduled payments on such Collateral Obligation and all interest payments, principal

payments and other amounts due and payable thereunder have been paid in Cash when due, (c)

the Collateral Obligation has a Market Value of at least 80% of its par value and (d) if the Debt is

then rated by S&P, (A) has an S&P Rating of at least “CCC+” and a Market Value of at least

80% of its par value or (B) has an S&P Rating of at least “CCC” and its Market Value is at least

85% of its par value (Market Value being determined, solely for the purposes of clauses (c) and

(d), without taking into consideration clause (iii) of the definition of the term “Market Value”).

“ Current Portfolio ”: At any time, the portfolio of Collateral Obligations and Eligible

Investments representing Principal Proceeds (determined in accordance with the assumptions in

this Indenture to the extent applicable) then held by the Issuer.

“ Custodial Account ”:  The custodial account established pursuant to Section 10.3(b) .

“ Custodian ”: The meaning specified in the first sentence of Section 3.3(a) with respect to

items of collateral referred to therein, and each entity with which an Account is maintained, as

the context may require, each of which shall be a Securities Intermediary.

“ Cut-Off Date ”: Each date on or after the Closing Date on which a Collateral Obligation

is transferred to the Issuer.

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“ Daily Simple SOFR ”: For any day, SOFR, with the conventions for this rate (which will

include a lookback) being established by the Collateral Manager in accordance with the

conventions for this rate selected or recommended by the Relevant Governmental Body for

determining “Daily Simple SOFR” for leveraged loans; provided that, if the Collateral Manager

decides that any such convention is not administratively feasible for the Collateral Manager, then

the Collateral Manager may establish another convention in its reasonable discretion.

“ Debt ”: Collectively, the Notes and the Class A-L Loans.

“ Debt Interest Amount ”: With respect to any Class of Secured Debt and any Payment

Date, the amount of interest for the related Interest Accrual Period payable in respect of each

U.S.$100,000 of outstanding principal amount of such Class of Secured Debt.

“ Debt Payment Sequence ”: The application, in accordance with the Priority of Payments,

of Interest Proceeds or Principal Proceeds, as applicable, in the following order:

(i) to the payment, pro rata based on the Aggregate Outstanding Amounts

thereof, of principal of the Class A Notes and the Class A-L Loans until the Class A

Notes and the Class A-L Loans have been paid in full;

(i) to the payment of principal of the Class B Notes until the Class B Notes

have been paid in full;

(ii) to the payment of (1) first , any accrued and unpaid interest (excluding

Deferred Interest but including interest on Deferred Interest) on the Class C Notes and (2)

second , to the payment of any Deferred Interest on the Class C Notes, in each case, until

such amounts have been paid in full; and

(iii) to the payment of principal of the Class C Notes until the Class C Notes

have been paid in full.

“ Debtholder ”: With respect to any Debt, the Holder of such Debt as specified in the Note

Register or the Loan Register, as applicable.

“ Default ”: Any Event of Default or any occurrence that is, or with notice or the lapse of

time or both would become, an Event of Default.

“ Default Rate Dispersion ”: As of any date of determination, the number obtained by (a)

summing the products for each Collateral Obligation (other than Defaulted Obligations) of (i) the

absolute value of (x) the S&P Rating Factor of such Collateral Obligation minus (y) the S&P

Weighted Average Rating Factor by (ii) the outstanding principal balance at such time of such

Collateral Obligation and (b) dividing such sum by the aggregate outstanding principal balance

on such date of all Collateral Obligations (other than Defaulted Obligations).

“ Defaulted Obligation ”: Any Collateral Obligation included in the Assets as to which:

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(a) a default as to the payment of principal and/or interest has occurred and is

continuing with respect to such Collateral Obligation (without regard to any grace period

applicable thereto (except as otherwise provided in this clause (a)), or waiver or

forbearance thereof, after the passage (in the case of a default that in the Collateral

Manager’s judgment, as certified to the Trustee in writing, is not due to credit-related

causes) of five Business Days or seven calendar days, whichever is greater, but in no case

beyond the passage of any grace period applicable thereto);

(o) a default known to a Responsible Officer of the Collateral Manager as to

the payment of principal and/or interest has occurred and is continuing on another debt

obligation of the same Obligor which is senior or pari passu in right of payment to such

Collateral Obligation (without regard to any grace period applicable thereto (except as

otherwise provided in this clause (b)), or waiver or forbearance thereof, after the passage

(in the case of a default that in the Collateral Manager’s judgment, as certified to the

Trustee in writing, is not due to credit-related causes) of five Business Days or seven

calendar days, whichever is greater, but in no case beyond the passage of any grace

period applicable thereto; provided that both the Collateral Obligation and such other

debt obligation are full recourse obligations of the applicable Obligor or secured by the

same collateral);

(p) the Obligor or others have instituted proceedings to have the Obligor

adjudicated as bankrupt or insolvent or placed into receivership and such proceedings

have not been stayed or dismissed for a period of 60 consecutive days or such Obligor

has filed for protection under Chapter 11 of the Bankruptcy Code;

(q) such Collateral Obligation has an S&P Rating of “SD” or “CC” or lower

or, in either case, had such rating immediately before such rating was withdrawn;

(r) such Collateral Obligation is pari passu in right of payment as to the

payment of principal and/or interest to another debt obligation of an Obligor which has an

S&P Rating of “SD” or “CC” or lower or, in each case, had such rating immediately

before such rating was withdrawn; provided that both the Collateral Obligation and such

other debt obligation are full recourse obligations of the applicable Obligor or secured by

the same collateral;

(s) a Responsible Officer of the Collateral Manager has received written

notice or has actual knowledge that a default has occurred under the Underlying

Documents and any applicable grace period has expired and the holders of such

Collateral Obligation have accelerated the repayment of the Collateral Obligation (but

only until such acceleration has been rescinded) in the manner provided in the Underlying

Documents;

(t) the Collateral Manager has in its reasonable commercial judgment

otherwise declared such debt obligation to be a “Defaulted Obligation”;

(u) [reserved];

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(v) such Collateral Obligation is a Participation Interest in a Loan that would,

if such Loan were a Collateral Obligation, constitute a “Defaulted Obligation” or with

respect to which the Selling Institution has an S&P Rating of “SD”, “D” or “CC” or

lower or had such rating before such rating was withdrawn;

(w) such Collateral Obligation is a Deferring Obligation (other than a

Permitted Deferrable Obligation); or

(x) such Collateral Obligation has, since the date it was acquired by the Issuer,

become subject to an amendment, waiver or modification that had the effect of reducing

the principal amount of such Collateral Obligation;

provided that a Collateral Obligation shall not constitute a Defaulted Obligation pursuant to (1)

clauses (b) through (e) above if such Collateral Obligation (or, in the case of a Participation

Interest, the underlying Loan) is a Current Pay Obligation (provided that the Aggregate Principal

Balance of Current Pay Obligations exceeding 5.0% of the Collateral Principal Amount will be

treated as Defaulted Obligations), (2) clauses (b), (c), (e) and (i) above if such Collateral

Obligation (or, in the case of a Participation Interest, the underlying Loan) is a DIP Collateral

Obligation and (3) clause (k) if, since the effective date of such amendment, waiver or

modification, such Collateral Obligation has received a new rating or credit estimate (or a

confirmation of a prior rating or credit estimate) assigned by S&P, which rating or credit

estimate must be at least “CCC”.

Notwithstanding anything in this Indenture to the contrary, the Collateral Manager shall

give the Trustee prompt written notice should any Collateral Obligation become a Defaulted

Obligation. Until so notified or until a Responsible Officer of the Trustee obtains or reasonably

should have obtained actual knowledge that a Collateral Obligation has become a Defaulted

Obligation, the Trustee shall not be deemed to have any notice or knowledge that a Collateral

Obligation has become a Defaulted Obligation.

“ Defaulted Obligation Balance ”: For any Defaulted Obligation, the S&P Collateral Value

of such Defaulted Obligation; provided that the Defaulted Obligation Balance will be zero if the

Issuer has owned such Defaulted Obligation for more than three years after its default date.

“ Deferrable Obligation ”: A Collateral Obligation (including any Permitted Deferrable

Obligation) that by its terms permits the deferral or capitalization of payment of accrued, unpaid

interest; provided that a loan that requires, by the terms of its applicable Underlying Documents,

interest to be paid in cash at a rate of (in the case of a Permitted Deferrable Obligation that is a

Fixed Rate Obligation) at least 5.00% and (in the case of a Permitted Deferrable Obligation that

is a Floating Rate Obligation) at least the Reference Rate plus 4.00% per annum shall be deemed

not to be a Deferrable Obligation.

“ Deferred Interest ”:  With respect to the Class C Notes, the meaning specified in

Section 2.7(a) .

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“ Deferring Obligation ”: A Deferrable Obligation that is not a Permitted Deferrable

Obligation and that is deferring the payment of such cash interest due thereon and has been so

deferring the payment of cash interest due thereon (i) with respect to Collateral Obligations that

have an S&P Rating of at least “BBB-”, for the shorter of two consecutive accrual periods or one

year, and (ii) with respect to Collateral Obligations that have an S&P Rating of “BB+” or below,

for the shorter of one accrual period or six consecutive months, which deferred capitalized

interest has not, as of the date of determination, been paid in Cash; provided , that such Deferring

Obligation will cease to be a Deferring Obligation at such time as it (i) ceases to defer or

capitalize the payment of interest, (ii) pays in cash all accrued and unpaid interest, including all

deferred amounts, and (iii) commences payment of all current interest in cash.

“ Delayed Drawdown Collateral Obligation ”: A Collateral Obligation that (a) requires the

Issuer to make one or more future advances to the borrower under the Underlying Documents

relating thereto, (b) specifies a maximum amount that can be borrowed on one or more fixed

borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by

the borrower thereunder; but any such Collateral Obligation will be a Delayed Drawdown

Collateral Obligation only until all commitments by the Issuer to make advances to the borrower

expire or are terminated or are reduced to zero.

“ Deliver ” or “ Delivered ” or “ Delivery ”: The taking of the following steps:

(i) in the case of each Certificated Security (other than a Clearing Corporation

Security), Instrument and Participation Interest in which the underlying loan is

represented by an Instrument,

(a) causing the delivery of such Certificated Security or Instrument to

the Custodian by registering the same in the name of the Custodian or its affiliated

nominee or by endorsing the same to the Custodian or in blank;

(b) causing the Custodian to indicate continuously on its books and

records that such Certificated Security or Instrument is credited to the applicable

Account; and

(c) causing the Custodian to maintain continuous possession of such

Certificated Security or Instrument;

(i) in the case of each Uncertificated Security (other than a Clearing

Corporation Security),

(a) causing such Uncertificated Security to be continuously registered

on the books of the issuer thereof to the Custodian; and

(b) causing the Custodian to indicate continuously on its books and

records that such Uncertificated Security is credited to the applicable Account;

(ii) in the case of each Clearing Corporation Security,

27

(a) causing the relevant Clearing Corporation to credit such Clearing

Corporation Security to the securities account of the Custodian; and

(b) causing the Custodian to indicate continuously on its books and

records that such Clearing Corporation Security is credited to the applicable

Account;

(iii) in the case of each security issued or guaranteed by the United States or

agency or instrumentality thereof and that is maintained in book-entry records of a

Federal Reserve Bank (each such security, a “ Government Security ”),

(a) causing the creation of a Security Entitlement to such Government

Security by the credit of such Government Security to the securities account of the

Custodian at such Federal Reserve Bank; and

(b) causing the Custodian to indicate continuously on its books and

records that such Government Security is credited to the applicable Account;

(iv) in the case of each Security Entitlement not governed by clauses (i)

through (iv) above,

(a) causing a Securities Intermediary (x) to indicate on its books and

records that the underlying Financial Asset has been credited to the Custodian’s

securities account, (y) to receive a Financial Asset from a Securities Intermediary

or acquire the underlying Financial Asset for a Securities Intermediary, and in

either case, accepting it for credit to the Custodian’s securities account or (z) to

become obligated under other law, regulation or rule to credit the underlying

Financial Asset to a Securities Intermediary’s securities account;

(b) causing such Securities Intermediary to make entries on its books

and records continuously identifying such Security Entitlement as belonging to

the Custodian and continuously indicating on its books and records that such

Security Entitlement is credited to the Custodian’s securities account; and

(c) causing the Custodian to indicate continuously on its books and

records that such Security Entitlement (or all rights and property of the Custodian

representing such Security Entitlement) is credited to the applicable Account;

(v) in the case of Cash or Money,

(a) causing the delivery of such Cash or Money to the Trustee for

credit to the applicable Account or to the Custodian;

(b) if delivered to the Custodian, causing the Custodian to treat such

Cash or Money as a Financial Asset maintained by such Custodian for credit to

the applicable Account in accordance with the provisions of Article 8 of the UCC

or causing the Custodian to deposit such Cash or Money to a deposit account over

28

which the Custodian has control (within the meaning of Section 9-104 of the

UCC); and

(c) causing the Custodian to indicate continuously on its books and

records that such Cash or Money is credited to the applicable Account; and

(vi) in the case of each general intangible (including any Participation Interest

in which neither the Participation Interest nor the underlying loan is represented by an

Instrument), causing the filing of a Financing Statement in the office of the Recorder of

Deeds of the State of Delaware.

In addition, the Collateral Manager on behalf of the Issuer will obtain any and all

consents required by the Underlying Documents relating to any general intangibles for the

transfer of ownership and/or pledge hereunder (except to the extent that the requirement for such

consent is rendered ineffective under Section 9-406 of the UCC).

“ Designated Base Rate ” The quarterly reference or base rate (and, if applicable, the

methodology for calculating such reference rate) determined by the Collateral Manager (in its

commercially reasonable discretion), which may be based on the rate acknowledged as a

standard replacement in the leveraged loan market for the Term SOFR Rate by the LSTA and

which may include a modifier, as determined by the Collateral Manager, applied to a reference or

base rate in order to cause such rate to be comparable to the three month Term SOFR Rate,

which modifier is recognized or acknowledged as being the industry standard by the LSTA and

which modifier may include an addition or subtraction to such unadjusted rate.

“ Designated Deposit Cap ”: The meaning specified in Section 10.3(c) .

“ Designated Excess Par ”: The meaning specified in Section 9.2(l) .

“ Designated Principal Proceeds ”: The meaning specified in Section 10.3(c) .

“ Designated Ramp-Up Proceeds ”: The meaning specified in Section 10.3(c) .

“ Determination Date ”: The last day of each Collection Period.

“ DIP Collateral Obligation ”: A loan made to a debtor-in-possession pursuant to

Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or

364(d) of the Bankruptcy Code and fully secured by senior liens.

“ Discount Obligation ”: Any Collateral Obligation forming part of the Assets, if such

Collateral Obligation was purchased (as determined without averaging prices of purchases on

different dates) for less than (x) 85.0% of its outstanding principal balance, if such Collateral

Obligation has an S&P Rating lower than “B-,” or (y) 80.0% of its outstanding principal balance,

if such Collateral Obligation has an S&P Rating of “B-” or higher; provided that such Collateral

Obligation shall cease to be a Discount Obligation at such time as the Market Value (expressed

as a percentage of the par amount of such Collateral Obligation) determined for such Collateral

29

Obligation on each day during any period of 30 consecutive days since the acquisition by the

Issuer of such Collateral Obligation, equals or exceeds 90% on each such day;

provided further that (i) any Collateral Obligation that would otherwise be considered a Discount

Obligation, but that is purchased in accordance with the Investment Criteria with the proceeds of

a sale of a Collateral Obligation that was not a Discount Obligation at the time of its purchase

will not constitute a Discount Obligation, so long as such purchased Collateral Obligation (A) is

purchased or committed to be purchased within 15 Business Days of such sale, (B) is purchased

at a purchase price (expressed as a percentage of the par amount of such Collateral Obligation)

equal to or greater than the sale price of the sold Collateral Obligation, (C) is purchased at a

purchase price (expressed as a percentage of the par amount of such Collateral Obligation) not

less than 65.0% of its outstanding principal balance and (D) has both (x) an S&P Rating equal to

or greater than the S&P Rating of the sold Collateral Obligation and (y) a stated maturity that is

the same or shorter than that of the sold Collateral Obligation; and (ii) clause (i) above in this

proviso shall not apply to any such Collateral Obligation at any time on or after the acquisition

by the Issuer of such Collateral Obligation if, as determined at the time of such acquisition, such

application would result in (x) the Aggregate Principal Balance of all Collateral Obligations to

which such clause (i) has been applied since the Closing Date being more than 10.0% of the

Target Initial Par Amount and (y) the Aggregate Principal Balance of all Collateral Obligations

to which clause (i) has been applied to exceed 5.0% of the Collateral Principal Amount as of any

date of determination.

“ Dissolution Expenses ”: The amount of expenses reasonably likely to be incurred in

connection with the discharge of this Indenture, the liquidation of the Assets and the dissolution

of the Issuer, as reasonably calculated by the Collateral Manager or the Issuer, based in part on

expenses incurred by the Trustee and reported to the Collateral Manager or Issuer.

“ Distribution Report ”: The meaning specified in Section 10.8(b) .

“ Diversity Score ”: A single number that indicates collateral concentration in terms of

both issuer and industry concentration, calculated as set forth in Schedule 3 .

“ Xxxx-Xxxxx Act ”: The Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act,

as amended.

“ Dollar ” or “ U.S.$ ”: A dollar or other equivalent unit in such coin or currency of the

United States as at the time shall be legal tender for all debts, public and private.

“ Domicile ” or “ Domiciled ”: With respect to any Obligor with respect to a Collateral

Obligation:

(a) except as provided in clause (b) or (c) below, its country of organization;

(y) if it is organized in a Tax Jurisdiction, each of such jurisdiction and the

country in which, in the Collateral Manager’s good faith estimate, a substantial portion of

its operations are located or from which a substantial portion of its revenue is derived, in

30

each case directly or through subsidiaries (which shall be any jurisdiction and country

known at the time of designation by the Collateral Manager to be the source of the

majority of revenues, if any, of such Obligor); or

(z) if its payment obligations in respect of such Collateral Obligation are

guaranteed by a person or entity that is organized in the United States or Canada, then the

United States or Canada; provided that, such guarantee satisfies the Domicile Guarantee

Criteria.

“ Domicile Guarantee Criteria ”: The following criteria: (i) the guarantee is one of

payment and not of collection; (ii) the guarantee provides that the guarantor agrees to pay the

guaranteed obligations on the date due and waives demand, notice and marshaling of assets; (iii)

the guarantee provides that the guarantor’s right to terminate or amend the guarantee is

appropriately restricted; (iv) the guarantee is unconditional, irrespective of value, genuineness,

validity or enforceability of the guaranteed obligations; (v) the guarantee provides that the

guarantor waives any other circumstance or condition that would normally release a guarantor

from its obligations; (vi) the guarantor also waives the right of set-off and counterclaim; (vii) the

guarantee provides that it reinstates if any guaranteed payment made by the primary obligor is

recaptured as a result of the primary obligor’s bankruptcy or insolvency and (viii) the then-

current applicable S&P guarantee criteria.

“ DTC ”: The Depository Trust Company, its nominees, and their respective successors.

“ Due Date ”: Each date on which any payment is due on an Asset in accordance with its

terms.

“ EBITDA ”: With respect to the last four full fiscal quarters with respect to any Collateral

Obligation, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable definition in the

Underlying Documents for each such Collateral Obligation, and in any case that “EBITDA”,

“Adjusted EBITDA” or such comparable definition is not defined in such Underlying

Documents, an amount, for the Obligor on such Collateral Obligation and any parent that is

obligated pursuant to the Underlying Documents for such Collateral Obligation (determined on a

consolidated basis without duplication in accordance with GAAP) equal to earnings from

continuing operations for such period plus (a) interest expense, (b) income taxes, (c) depreciation

and amortization for such four fiscal quarter period (to the extent deducted in determining

earnings from continuing operations for such period), (d) amortization of intangibles (including,

but not limited to, goodwill, financing fees and other capitalized costs), other noncash charges

and organization costs, (e) extraordinary losses in accordance with GAAP, (f) onetime, non-

recurring or non-cash charges consistent with the applicable compliance statements and financial

reporting packages provided by such Obligor, and (g) any other item the Collateral Manager

deems to be appropriate; provided that with respect to any Obligor for which four full fiscal

quarters of economic data are not available, EBITDA shall be determined for such Obligor based

on annualizing the economic data from the reporting periods actually available.

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“ Effective Date ”: The earlier to occur of (i) December 20, 2024 and (ii) the first date on

which the Collateral Manager certifies to the Trustee and the Collateral Administrator that the

Target Initial Par Condition has been satisfied.

“ Effective Date Condition ”: The conditions that are satisfied if (A) in connection with the

Effective Date, the S&P CDO Monitor Test is being calculated in accordance with the Effective

Date S&P CDO Monitor Assumptions, (B) the Collateral Manager (on behalf of the Issuer)

certifies to S&P that, as of the Effective Date, the S&P CDO Monitor Test and the Target Initial

Par Condition are satisfied and (C) the Issuer causes the Collateral Manager to make available to

S&P (i) the Effective Date Report showing satisfaction of the S&P CDO Monitor Test and the

Target Initial Par Condition and (ii) the Excel Default Model Input File.

“ Effective Date Report ”: The meaning specified in Section 7.18(c) .

“ Effective Date S&P CDO Monitor Assumptions ”: If the S&P CDO Monitor Election

Date has not occurred prior to the Effective Date, then, for purposes of determining compliance

with the S&P CDO Monitor Test in connection with the Effective Date Conditions, the following

rules of construction: (a) the Adjusted Class Break-even Default Rate will be calculated by

excluding from the Collateral Principal Amount any amounts in the Ramp-Up Account and any

Principal Proceeds, in each case, designated as Interest Proceeds or that may be designated as

Interest Proceeds as described in Section 10.3(c) and (b) notwithstanding the definition thereof,

the Aggregate Funded Spread of the Collateral Obligations will be calculated without taking into

account any applicable “floor” rate specified in the related Underlying Documents.

“ Effective Date Specified Tested Items ”: The Collateral Quality Test, the

Overcollateralization Ratio Tests, the Concentration Limitations and the Target Initial Par

Condition.

“ Eligible Investment Required Ratings ”: With respect to any obligation, a rating of “A-1”

or better (or, in the absence of a short-term credit rating, “A+” or better) from S&P.

“ Eligible Investments ”: Either Cash or any Dollar investment that, at the time it is

Delivered to the Trustee (directly or through an intermediary or bailee), (x) matures not later than

the earlier of (A) the date that is 60 days after the date of Delivery thereof and (B) the Business

Day immediately preceding the Payment Date immediately following the date of Delivery

thereof ( provided that Eligible Investments issued by the Trustee or any Affiliate of the Trustee

in its capacity as a banking institution may mature on such Payment Date), and (y) is one or more

of the following obligations or securities:

(i) direct Registered obligations of, and Registered obligations the timely

payment of principal and interest on which is fully and expressly guaranteed by, the

United States or any agency or instrumentality of the United States the obligations of

which are expressly backed by the full faith and credit of the United States and which

satisfy the Eligible Investment Required Ratings;

32

(ii) demand and time deposits in, certificates of deposit of, bank deposit

products of, trust accounts with, bankers’ acceptances issued by, or federal funds sold by

any depository institution or trust company incorporated under the laws of the United

States (including the Bank and its Affiliates) or any state thereof and subject to

supervision and examination by federal and/or state banking authorities, in each case

payable within 183 days after issuance, so long as the commercial paper and/or the debt

obligations of such depository institution or trust company at the time of such investment

or contractual commitment providing for such investment have the Eligible Investment

Required Ratings;

(iii) commercial paper (other than extendible commercial paper or Asset-

backed Commercial Paper) with the Eligible Investment Required Ratings and that either

bears interest or is sold at a discount from the face amount thereof and has a maturity of

not more than 183 days from its date of issuance; and

(iv) registered money market funds that have, at all times, credit ratings of

“AAAm” by S&P;

provided that (1) Eligible Investments purchased with funds in the Accounts shall be held until

maturity except as otherwise specifically provided herein and shall include only such obligations

or securities as mature (or are putable at par to the issuer thereof) no later than the earlier of 60

days and the Business Day prior to the next Payment Date unless such Eligible Investments are

issued by the Trustee or any Affiliate of the Trustee in its capacity as a banking institution, in

which event such Eligible Investments may mature on such Payment Date; and (2) none of the

foregoing obligations or securities shall constitute Eligible Investments if (a) all, or substantially

all, of the remaining amounts payable thereunder consist of interest and not principal payments,

(b) payments with respect to such obligations or securities or proceeds of disposition are subject

to withholding taxes by any jurisdiction (other than withholding imposed pursuant to FATCA)

unless the payor is required to make “gross-up” payments that cover the full amount of any such

withholding tax on an after-tax basis, (c) such obligation or security is secured by real property,

(d) such obligation or security is purchased at a price greater than 100% of the principal or face

amount thereof, (e) such obligation or security is subject of a tender offer, voluntary redemption,

exchange offer, conversion or other similar action, (f) in the Collateral Manager’s judgment,

such obligation or security is subject to material non-credit related risks, (g) such obligation is a

Structured Finance Obligation or (h) such obligation or security has an “f,” “r,” “p,” “pi,” “q,”

“sf” or “t” subscript assigned by S&P. Eligible Investments may include those investments

issued by or made with the Bank or an Affiliate of the Bank or for which the Bank or the Trustee

or an Affiliate of the Bank or the Trustee acts as offeror or provides services and receives

compensation; provided that such investments meet the foregoing requirements of this definition.

“ Eligible Loan Index ”: With respect to each Collateral Obligation that is a Senior Secured

Loan or a Second Lien Loan, one of the following indices as selected by the Collateral Manager

in writing delivered to the Trustee upon acquisition of such Collateral Obligation: CS Leveraged

Loan Index (formerly CSFB Leveraged Loan Index), the Deutsche Bank Leveraged Loan Index,

the Xxxxxxx Xxxxx/Loan Pricing Corporation Liquid Leveraged Loan Index, the Banc of

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America Securities Leveraged Loan Index, the S&P/LSTA Leveraged Loan Indices or any other

loan index for which the S&P Rating Condition has been obtained.

“ Enforcement Event ”: The meaning specified in Section 11.1(a)(iii) .

“ Entitlement Order ”: The meaning specified in Section 8-102(a)(8) of the UCC.

“ Equity Security ”: Any security (other than Workout Loans or Restructured Loans) that

by its terms does not provide for periodic payments of interest at a stated coupon rate and

repayment of principal at a stated maturity and any other security or loan asset that is not eligible

for purchase by the Issuer as a Collateral Obligation and is not an Eligible Investment; it being

understood that Equity Securities may not be purchased by the Issuer (other than (i) Equity

Securities acquired in connection with the exercise of any warrant or other similar right pursuant

to Section 12.1(k) , and (ii) Specified Equity Securities acquired pursuant to Section 12.2(g) ), but

may be received by the Issuer in exchange for a Collateral Obligation or a portion thereof in

connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout of the

Obligor thereof and thus is received in lieu of a debt previously contracted.

“ Equivalent Rating Factor ”:  For each Collateral Obligation, the number set forth to the

right of the applicable S&P Rating of such Collateral Obligation:

S&P Rating	Equivalent Rating Factor
AAA	1
AA+	10
AA	20
AA-	40
A+	70
A	120
A-	180
BBB+	260
BBB	360
BBB-	610
BB+	940
BB	1350
BB-	1766
B+	2220
B	2720
B-	3490
CCC+	4770
CCC	6500
CCC-	8070
CC	10000

“ ERISA ”: The United States Employee Retirement Income Security Act of 1974, as

amended.

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“ ERISA Restricted Notes ”: The Subordinated Notes.

“ ESG Collateral Obligation ”: Any debt obligation or debt security where the consolidated

group to which the relevant obligor belongs is a group whose Primary Business Activity is any of

the following:

(i) the production of or trade in controversial weapons or the production of or

trade in components or services that have been specifically designed or designated for

military purposes for the functioning of controversial weapons;

(v) firearms;

(vi) the manufacturing or trade in tobacco or tobacco-related products;

(vii) opioid drug manufacturing and distribution;

(viii) the production of or trade in pornography, adult entertainment or

prostitution;

(ix) the extraction of thermal coal, fossils fuels from unconventional sources

(including artic drilling, tar sands, shale oil and shale gas) or other fracking activities, or

coal mining and/or coal based power generation;

(x) the oil sands and associated pipelines industry;

(xi) upstream production of palm oil and palm fruits products;

(xii) the provision of services relating to payday lending; and

(xiii) the trade in endangered or protected wildlife.

“ EU Securitization Regulation ”: Regulation (EU) 2017/2402 of the European Parliament

and of the Council.

“ EU/UK Retention Agreement ”: The agreement entered into among the Issuer, the EU/

UK Retention Holder, the Trustee, the Co-Placement Agent and the Initial Purchaser, dated on or

about the Closing Date, as may be amended or supplemented from time to time.

“ EU/UK Retention Basis Amount ”: On any date of determination, an amount equal to the

Collateral Principal Amount on such date with the following adjustments: (i) the proviso to the

definition of “Principal Balance” shall be disregarded, (ii) Defaulted Obligations shall be

included in the Collateral Principal Amount and the Principal Balances thereof shall be deemed

to equal their respective outstanding principal amounts, and (iii) any Equity Security owned by

the Issuer shall be included in the Collateral Principal Amount with the Principal Balance

determined as follows: (a) in the case of a debt obligation or other debt security, the principal

amount outstanding of such obligation or security, (b) in the case of an equity security received

upon a “debt for equity swap” in relation to a restructuring or other similar event, the principal

35

amount outstanding of the debt which was swapped for the equity security and (c) in the case of

any other equity security, the nominal value thereof as determined by the Collateral Manager.

“ EU/UK Retention Deficiency ”: As of any date of determination, an event which occurs

if the aggregate outstanding principal amount of Subordinated Notes held by the EU/UK

Retention Holder is less than five percent of the EU/UK Retention Basis Amount and the EU/UK

Risk Retention Requirements are not or would not be complied with as a result.

“ EU/UK Retention Holder ”: Xxxxxx Xxxxxxxxx Private Capital Income Fund, a Delaware

statutory trust, in its capacity as EU/UK retention holder.

“ EU/UK Retention Interest ”: The portion of Subordinated Notes, which shall have an

aggregate outstanding amount equal to not less than 5% (or such lower amount, including 0%, if

such lower amount is required or allowed under the Securitization Regulations as a result of

amendment, repeal or otherwise) of the EU/UK Retention Basis Amount, that the EU/UK

Retention Holder intends to purchase on the Closing Date and is required to retain pursuant to

the terms of the EU/UK Retention Agreement.

“ EU/UK Risk Retention Requirements ”: Article 6 of the applicable Securitization

Regulation, including any implementing regulation, technical standards and official guidance

related thereto.

“ EU/UK Transparency Requirements ”: The European Transparency Requirements and/or

the UK Transparency Requirements.

“ Euroclear ”: Euroclear Bank S.A./N.V.

“ European Transparency Requirements ”: The transparency requirements under Article 7

of the EU Securitization Regulation, including Commission Implementing Regulation (EU)

2020/1225 and Commission Delegated Regulation (EU) 2020/1224 and any relevant guidance

and policy statements relating to the application of such Regulations published by the European

Banking Authority, the European Securities and Markets Authority, the European Insurance and

Occupational Pensions Authority (or any of their successors) or by the European Commission, as

may be amended, varied or substituted from time to time.

“ Event of Default ”: The meaning specified in Section 5.1 .

“ Excel Default Model Input File ”: An electronic spreadsheet file in Microsoft Excel

format to be provided to S&P, by the Collateral Manager and which file shall include the

following information (if available) with respect to each Collateral Obligation: (a) the name of

the issuer thereof, the country of domicile of the issuer thereof and the particular issue held by

the Issuer, (b) the CUSIP, LoanX ID or other applicable identification number associated with

such Collateral Obligation, (c) the par value of such Collateral Obligation, (d) the type of issue

(including, by way of example, whether such Collateral Obligation is a Senior Secured Loan,

Second Lien Loan, Cov-Lite Loan, First-Lien Last-Out Loan, etc.), using such abbreviations as

may be selected by the Collateral Administrator, (e) a description of the index or other applicable

36

benchmark upon which the interest payable on such Collateral Obligation is based (including, by

way of example, fixed rate, step-up rate, zero coupon and the Term SOFR Rate) and whether

such Collateral Obligation is a Reference Rate Floor Obligation and the specified “floor” rate per

annum related thereto, (f) the coupon (in the case of a Collateral Obligation which bears interest

at a fixed rate) or the spread over the applicable index (in the case of a Collateral Obligation

which bears interest at a floating rate), (g) the S&P Industry Classification for such Collateral

Obligation, (h) the stated maturity of such Collateral Obligation, (i) the S&P Rating of such

Collateral Obligation or the issuer thereof, as applicable, (j) the trade date and settlement date of

each Collateral Obligation and (k) in the case of any purchase which has not settled, the purchase

price thereof. In addition, such file shall include a description of any Balance of Cash and other

Eligible Investments. In respect of the file provided to S&P in connection with the Issuer’s

request to S&P to confirm its Initial Ratings of each Class of Debt pursuant to Section 7.18 , such

file shall include a separate breakdown of the Aggregate Principal Balance and identity of all

Collateral Obligations with respect to which the Issuer has entered into a binding commitment to

acquire but with respect to which no settlement has occurred.

“ Excepted Property ”: The meaning assigned in the Granting Clauses hereof.

“ Excess CCC Adjustment Amount ”: As of any date of determination, an amount equal to

the excess, if any, of (a) the Aggregate Principal Balance of all Collateral Obligations included in

the CCC Excess; over (b) the sum of the Market Values of all Collateral Obligations included in

the CCC Excess.

“ Excess Par Amount ”: The amount, as of any date of determination, equal to the greater

of (a) zero and (b)(i) the Collateral Principal Amount less (ii) the Reinvestment Target Par

Balance.

“ Excess Weighted Average Coupon ”: A percentage equal as of any date of determination

to a number obtained by multiplying (a) the excess, if any, of the Weighted Average Coupon

over the Minimum Weighted Average Coupon by (b) the number obtained by dividing the

aggregate principal balance of all Fixed Rate Obligations by the aggregate principal balance of

all Floating Rate Obligations.

“ Excess Weighted Average Floating Spread ”: A percentage equal as of any date of

determination to a number obtained by multiplying (a) the excess, if any, of the Weighted

Average Floating Spread over the S&P Minimum Floating Spread by (b) the number obtained by

dividing the aggregate principal balance of all Floating Rate Obligations by the aggregate

principal balance of all Fixed Rate Obligations.

“ Exchange Act ”: The United States Securities Exchange Act of 1934, as amended.

“ Exercise Notice ”: The meaning specified in Section 9.7(c) .

“ Expense Reserve Account ”: The account established pursuant to Section 10.3(d) .

37

“ Fallback Rate ”: The rate determined by the Collateral Manager as follows: (a) the sum

of (i) the quarterly-pay rate associated with the reference rate applicable to the largest percentage

of the floating rate Collateral Obligations (as determined by the Collateral Manager as of the

applicable Interest Determination Date) plus (ii) the average of the daily difference between the

last available three-month Term SOFR Rate and the rate determined pursuant to clause (i) above

during the 20 Business Day period immediately preceding the applicable Interest Determination

Date, as calculated by the Collateral Manager, which may consist of an addition to or subtraction

from such unadjusted rate and (b) if a rate cannot be determined using clause (a), the Designated

Base Rate. For the avoidance of doubt, the Fallback Rate shall not be the Term SOFR Rate;

provided , further , that in no case shall the Fallback Rate be based on the London interbank

offered rate.

“ FATCA ”: Sections 1471 through 1474 of the Code, any current or future regulations or

official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the

Code, any intergovernmental agreement entered into in connection with such sections of the

Code, any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance notes or practices

adopted pursuant to any such intergovernmental agreement or any analogous provisions of non-

U.S. law.

“ Federal Reserve Bank of New York’s Website ”: The website of the Federal Reserve

Bank of New York at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source.

“ Federal Reserve Board ”: The Board of Governors of the Federal Reserve System.

“ Fee Basis Amount ”: As of any date of determination, the sum of (a) the Collateral

Principal Xxxxxx, (b) the Aggregate Principal Balance of all Defaulted Obligations and (c) the

aggregate amount of all Principal Financed Accrued Interest and Principal Financed Capitalized

Interest.

“ Financial Asset ”: The meaning specified in Section 8-102(a)(9) of the UCC.

“ Financing Statements ”: The meaning specified in Section 9-102(a)(39) of the UCC.

“ First-Lien Last-Out Loan ”: A Collateral Obligation that is a Senior Secured Loan (other

than for purposes of the Concentration Limitations and the S&P Recovery Rate, for which

purposes First-Lien Last-Out Loans shall not be treated as Senior Secured Loans) that, prior to an

event of default under the applicable Underlying Documents, is entitled to receive payments pari

passu with other senior secured loans of the same Obligor and secured by the same collateral, but

following an event of default under the applicable Underlying Documents, such Collateral

Obligation becomes fully subordinated to Non-Super-Priority Senior Secured Loans of the same

Obligor and secured by the same collateral and is not entitled to any payments until such other

senior secured loans are paid in full; provided , that a Collateral Obligation will not be treated as a

First-Lien Last-Out Loan solely as a result of customary exceptions for Collateral Obligations

secured by a first-priority perfected security interest, including a Super-Priority Revolving

Facility ( provided , however , that Collateral Obligations that would otherwise be designated as

Senior Secured Loans solely because of this exception for Super-Priority Revolving Facilities in

38

excess of 15.0% of the Collateral Principal Amount shall be treated as First-Lien Last-Out

Loans).

“ Fitch ”: Fitch Ratings, Inc. and any successor in interest.

“ Fitch Rating ”: As of any date of determination, the Fitch Rating of any Collateral

Obligation, determined as follows:

(a) if Fitch has issued an issuer default rating with respect to the issuer of such

Collateral Obligation, or the guarantor which unconditionally and irrevocably guarantees

such Collateral Obligation, then the Fitch Rating will be such issuer default rating

(regardless of whether there is a published rating by Fitch on the Collateral Obligations of

such issuer held by the Issuer);

(aa) if Fitch has not issued an issuer default rating with respect to the issuer or

guarantor of such Collateral Obligation but Fitch has issued an outstanding long-term

financial strength rating with respect to such issuer, the Fitch Rating of such Collateral

Obligation will be one subcategory below such rating;

(ab) if a Fitch Rating cannot be determined pursuant to clause (a) or (b), but:

(i) Fitch has issued a senior unsecured rating on any obligation or

security of the issuer of such Collateral Obligation, then the Fitch Rating of such

Collateral Obligation will equal such rating; or

(ii) Fitch has not issued a senior unsecured rating on any obligation or

security of the issuer of such Collateral Obligation but Fitch has issued a senior rating,

senior secured rating or a subordinated secured rating on any obligation or security of the

issuer of such Collateral Obligation, then the Fitch Rating of such Collateral Obligation

will (x) equal such rating if such rating is “BBB-” or higher and (y) be one subcategory

below such rating if such rating is “BB+” or lower; or

(iii) Fitch has not issued a senior unsecured rating or a senior rating,

senior secured rating or a subordinated secured rating on any obligation or security of the

issuer of such Collateral Obligation but Fitch has issued a subordinated, junior

subordinated or senior subordinated rating on any obligation or security of the issuer of

such Collateral Obligation, then the Fitch Rating of such Collateral Obligation will be (x)

one subcategory above such rating if such rating is “B+” or higher and (y) two

subcategories above such rating if such rating is “B” or lower; provided that on the

Closing Date, if any rating described above is (i) on rating watch negative or negative

credit watch, the rating will be the Fitch Rating as determined above adjusted down by

one subcategory or (ii) on rating watch positive, positive credit watch or outlook

negative, the rating will not be adjusted; provided further that after the Closing Date, if

any rating described above is on rating watch negative or negative credit watch, the rating

will be adjusted down by one subcategory; provided further that the Fitch Rating may be

updated by Fitch from time to time as indicated in the “Global Rating Criteria for CLOs

39

and Corporate CDOs” report issued by Fitch and available at xxx.xxxxxxxxxxxx.xxx. For

the avoidance of doubt, the Fitch Rating takes into account adjustments for assets that are

on rating watch negative or negative credit watch, as well as negative outlook prior to

determining the issue rating or in the determination of the lower of the Moody’s and S&P

public ratings.

“ Fixed Rate Obligation ”: Any Collateral Obligation that bears a fixed rate of interest.

“ Floating Rate Obligation ”: Any Collateral Obligation that bears a floating rate of

interest.

“ GAAP ”: The meaning specified in Section 6.3(j) .

“ Global Note ”: Any Rule 144A Global Note or Regulation S Global Note.

“ Governmental Authority ”: Whether U.S. or non-U.S., (i) any national, state, county,

municipal or regional government or quasi-governmental authority or political subdivision

thereof; (ii) any agency, regulator, arbitrator, board, body, branch, bureau, commission,

corporation, department, master, mediator, panel, referee, system or instrumentality of any such

government or quasi-government entity, or political subdivision thereof; and (iii) any court.

“ Grant ” or “ Granted ”: To grant, bargain, xxxx, convey, assign, transfer, mortgage, pledge,

create and grant a security interest in and right of setoff against, deposit, set over and confirm. A

Grant of the Assets, or of any other instrument, shall include all rights, powers and options (but

none of the obligations) of the granting party thereunder, including, the immediate continuing

right to claim for, collect, receive and receipt for principal and interest payments in respect of the

Assets, and all other Monies payable thereunder, to give and receive notices and other

communications, to make waivers or other agreements, to exercise all rights and options, to bring

Proceedings in the name of the granting party or otherwise, and generally to do and receive

anything that the granting party is or may be entitled to do or receive thereunder or with respect

thereto.

“ Group I Country ”: The Netherlands, Australia, Japan, Singapore, New Zealand and the

United Kingdom.

“ Group II Country ”: Germany, Sweden and Switzerland.

“ Group III Country ”: Austria, Belgium, Denmark, Finland, France, Liechtenstein,

Luxembourg and Norway.

“ Hedge Agreement ”: The meaning specified in Section 12.5 .

“ Highest Ranking S&P Class ”: Any Outstanding Class rated by S&P with respect to

which there is no Priority Class.

“ Holder ” or “ holder ”: With respect to any Debt, the Person whose name appears in the

Note Register or the Loan Register, as applicable, as the registered holder of such Debt; except

40

where the context otherwise requires, “Holder” or “holder” will include the beneficial owner of

such security.

“ IAI ”: An Institutional Accredited Investor.

“ IAI/QP ”: Any Person that, at the time of its acquisition, purported acquisition or

proposed acquisition of Debt is both an Institutional Accredited Investor and a Qualified

Purchaser.

“ Incurrence Covenant ”: A covenant by any borrower to comply with one or more

financial covenants only upon the occurrence of certain actions of the borrower, including a debt

issuance, dividend payment, share purchase, merger, acquisition or divestiture.

“ Indenture ”: This instrument as originally executed and, if from time to time

supplemented or amended by one or more indentures supplemental hereto entered into pursuant

to the applicable provisions hereof, as so supplemented or amended.

“ Independent ”: As to any Person, any other Person (including, in the case of an

accountant or lawyer, a firm of accountants or lawyers, and any member thereof, or an

investment bank and any member thereof) who (i) does not have and is not committed to acquire

any material direct or any material indirect financial interest in such Person or in any Affiliate of

such Person, and (ii) is not connected with such Person as an Officer, employee, promoter,

underwriter, voting trustee, partner, manager, director or Person performing similar functions.

“Independent” when used with respect to any accountant may include an accountant who audits

the books of such Person if in addition to satisfying the criteria set forth above, the accountant is

independent with respect to such Person within the meaning of Rule 101 of the Code of

Professional Conduct of the American Institute of Certified Public Accountants. For purposes of

this definition, no manager, director or independent review party of any Person will fail to be

Independent solely because such Person acts as an independent manager, independent director or

independent review party thereof or of any such Person’s affiliates.

Any pricing service, certified public accountant or legal counsel that is required to be

Independent of another Person under this Indenture must satisfy the criteria above with respect to

the Issuer, the Collateral Manager and their Affiliates.

“ Independent Director ”: The meaning specified in Section 7.8(d) .

“ Independent Review Party ”: The meaning set forth in the Collateral Management

Agreement.

“ Industry Diversity Measure ”: As of any date of determination, the number obtained by

dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P Industry Classification

Group, obtained by dividing (i) the aggregate outstanding principal balance at such time of all

Collateral Obligations (other than Defaulted Obligations) issued by Obligors that belong to such

S&P Industry Classification Group by (ii) the aggregate outstanding principal balance at such

time of all Collateral Obligations (other than Defaulted Obligations).

41

“ Initial Purchaser ”: BofA Securities, Inc., in its capacity as initial purchaser of the

Secured Notes under the Purchase Agreement.

“ Initial Rating ”: With respect to the Secured Debt, the rating or ratings, if any, indicated

in Section 2.3 .

“ Institutional Accredited Investor ”: The meaning specified in Rule 501(a)(1), (2), (3) or

(7) under the Securities Act.

“ Instrument ”: The meaning specified in Section 9-102(a)(47) of the UCC.

“ Interest Accrual Period ”: (i) With respect to the initial Payment Date (or, in the case of a

Re-Priced Class or a Class that is subject to Refinancing, the first Payment Date following the

Re-Pricing Date or the Refinancing, respectively), the period from and including the Closing

Date (or, in the case of (x) a Re-Pricing, the Re-Pricing Date and (y) a Refinancing, the date of

issuance of the replacement notes or debt obligations) to but excluding such Payment Date; and

(ii) with respect to each succeeding Payment Date, the period from and including the

immediately preceding Payment Date to but excluding the following Payment Date until the

principal of the Debt is paid or made available for payment.

“ Interest Collection Subaccount ”:  The account established pursuant to Section 10.2(a) .

“ Interest Coverage Effective Date ”: The Determination Date immediately preceding the

second Payment Date.

“ Interest Coverage Ratio ”: For any designated Class or Classes of Secured Debt, as of

any date of determination, the percentage derived from the following equation: (A – B) / C,

where:

A = The Collateral Interest Amount as of such date of determination;

B = Amounts payable (or expected as of the date of determination to be payable)

on the following Payment Date as set forth in clauses (A) and (B) in

Section 11.1(a)(i) ; and

C = Interest due and payable on the Debt of such Class or Classes and each Class

of Debt that rank senior to or pari passu with such Class or Classes (excluding

any Deferred Interest, but including any interest on Deferred Interest with respect

to the Class C Notes) on such Payment Date.

For the purposes of calculating the Interest Coverage Ratio, the Class A Debt and the Class B

Notes shall be treated as a single Class.

“ Interest Coverage Test ”: A test that is satisfied with respect to any Class or Classes of

Debt as of the Interest Coverage Effective Date and any other date thereafter on which such test

is required to be determined hereunder, if (i) the Interest Coverage Ratio for such Class or

42

Classes on such date is at least equal to the Required Interest Coverage Ratio for such Class or

Classes or (ii) such Class or Classes of Debt are no longer outstanding.

“ Interest Determination Date ”: The second U.S. Government Securities Business Day

preceding the first day of each Interest Accrual Period.

“ Interest Proceeds ”: With respect to any Collection Period or Determination Date,

without duplication, the sum of:

(i) all payments of interest and delayed compensation (representing

compensation for delayed settlement) received in cash by the Issuer during the related

Collection Period on the Collateral Obligations and Eligible Investments, including the

accrued interest received in connection with a sale thereof during the related Collection

Period, less any such amount that represents Principal Financed Accrued Interest or

Principal Financed Capitalized Interest;

(ii) all principal and interest payments received by the Issuer during the

related Collection Period on Eligible Investments purchased with Interest Proceeds;

(iii) unless otherwise designated by the Collateral Manager, all amendment and

waiver fees, late payment fees and other fees received by the Issuer during the related

Collection Period, except for those in connection with (a) the lengthening of the maturity

of the related Collateral Obligation or (b) the reduction of the par amount of the related

Collateral Obligation, as determined by the Collateral Manager with notice to the Trustee;

(iv) commitment fees and other similar fees received by the Issuer during such

Collection Period in respect of Revolving Collateral Obligations and Delayed Drawdown

Collateral Obligations;

(v) any amounts deposited in the Collection Account from the Expense

Reserve Account or the Interest Reserve Account that are designated as Interest Proceeds

in the sole discretion of the Collateral Manager pursuant hereto in respect of the related

Determination Date;

(vi) any Designated Ramp-Up Proceeds and any Designated Principal

Proceeds;

(vii) and

(viii) any Designated Excess Par;

provided that:

(a) (x) any amounts received in respect of any Defaulted Obligation

(including the assets described in clause (3) in the proviso of the definition

thereof) will constitute Principal Proceeds (and not Interest Proceeds) until the

aggregate of all collections in respect of such Defaulted Obligation and, if such

43

Defaulted Obligation is a Revolving Collateral Obligation or a Delayed

Drawdown Collateral Obligation, any amounts transferred from the Revolver

Funding Account to the Principal Collection Subaccount with respect thereto,

since it became a Defaulted Obligation equals, the outstanding Principal Balance

of such Collateral Obligation at the time it became a Defaulted Obligation and (y)

any amounts received in respect of any Restructured Loan, Equity Security and

Specified Equity Security will constitute Principal Proceeds (and not Interest

Proceeds) until the aggregate of all collections in respect of such Restructured

Loan, Equity Security or Specified Equity Security since it was received or

purchased by the Issuer equals the outstanding Principal Balance of the related

Collateral Obligation or Defaulted Obligation, as applicable, at the time the

Obligor thereof underwent insolvency, bankruptcy, reorganization, debt

restructuring or workout (or, in the case of a related Defaulted Obligation, at the

time it became a Defaulted Obligation);

(b) capitalized interest shall not constitute Interest Proceeds;

(c) any amounts relating to Maturity Amendments that are required to

be treated as Principal Proceeds under this Indenture shall not constitute Interest

Proceeds; and

(d) subject to clause (a) above, any amounts (including any Sale

Proceeds) received in respect of any Workout Loan will be allocated, without

duplication, (1) if Principal Proceeds were used to acquire such Workout Loan,

such amounts will constitute Principal Proceeds until the aggregate of all

recoveries in respect of such Workout Loan, and the Collateral Obligation with

respect to which such Workout Loan was acquired, equals the sum of (i) the

outstanding principal balance of such Collateral Obligation or Defaulted

Obligation, as applicable, at the time the related Workout Loan was acquired (or,

in the case of a Defaulted Obligation, at the time such Collateral Obligation

became a Defaulted Obligation), (ii) the S&P Collateral Value of such Workout

Loan plus (iii) the amount of Principal Proceeds used to acquire such Workout

Loan, (2) if Interest Proceeds were used to acquire such Workout Loan, such

amounts shall (x) first, constitute Principal Proceeds until the aggregate of all

recoveries in respect of such Workout Loan equals the greatest of (A) the S&P

Collateral Value of such Workout Loan, (B) the Market Value of such Workout

Loan and (C) 70% multiplied by the outstanding Principal Balance of such

Workout Loan; and (y) thereafter, constitute Interest Proceeds until the aggregate

amount of all collection with respect to such Workout Loan equals the amount of

Interest Proceeds used to acquire such Workout Loan and (3) in the case of any

Workout Loan acquired using amounts on deposit in the Permitted Use Account

or Contributions, such amounts shall constitute Principal Proceeds until the

aggregate of all recoveries in respect of such Workout Loan equals the S&P

Collateral Value of such Workout Loan ( provided that, to the extent that any

combination of Principal Proceeds, Interest Proceeds and/or amounts available for

44

a Permitted Use were used to acquire such Workout Loan, the Collateral Manager

shall ensure satisfaction of clauses (1), (2) and (3) on a pro rata basis to the extent

able in its commercially reasonable discretion).

Notwithstanding the foregoing, in the Collateral Manager’s sole discretion (to be

exercised on or before the related Determination Date), Interest Proceeds in any Collection

Period may be classified as Principal Proceeds provided that such designation would not result in

a non-payment of interest on any Class of Secured Debt.

“ Interest Rate ”: With respect to each Class of Secured Debt, the per annum stated interest

rate payable on such Class with respect to each Interest Accrual Period, which rate shall be equal

to the rate specified for such Class in Section 2.3 ; provided that with respect to any Interest

Accrual Period during which a Re-Pricing has occurred, the applicable Interest Rate of any Re-

Priced Class shall reflect the applicable Re-Pricing Rate from, and including, the applicable Re-

Pricing Date.

“ Interest Reserve Account ”: The account established pursuant to Section 10.5 .

“ Interest Reserve Amount ”: U.S.$ 17,677.95.

“ Investment Criteria ”: The criteria specified in Section 12.2 .

“ Investor Information Services ”: Initially, Intex Solutions, Inc. and Bloomberg Finance

L.P., and thereafter any third-party vendor that compiles and provides access to information

regarding CLO transactions and is selected by the Collateral Manager (with notice to the Trustee

and the Collateral Administrator) to receive copies of the Monthly Report and Distribution

Report.

“ Investor Reports ”: The quarterly investor reports in the form prescribed pursuant to and

in accordance with the EU/UK Transparency Requirements.

“ IRS ”: The United States Internal Revenue Service.

“ Issuer ”: The Person named as such on the first page of this Indenture until a successor

Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and

thereafter “ Issuer ” shall mean such successor Person.

“ Issuer Order ” and “ Issuer Request ”: A written order or request (which may be a standing

order or request) dated and signed in the name of the Issuer or by an Officer of the Issuer or, to

the extent permitted herein, by the Collateral Manager by an Officer thereof, on behalf of the

Issuer. For the avoidance of doubt, an order or request provided in an email or other electronic

communication by an Officer of the Issuer or the Collateral Manager on behalf of the Issuer shall

constitute an Issuer Order, unless the Trustee otherwise requests that such Issuer Order be in

writing. For purposes of Section 10.10 and Article XII of this Indenture and the release, sale or

acquisition of any Assets thereunder, “Issuer Order” or “Issuer Request” shall also mean delivery

to the Trustee on behalf of the Issuer (or the Collateral Manager on its behalf), by email or

45

otherwise in writing, of a trade ticket, confirmation of trade, trade blotter, instruction to post or to

commit to the trade, “SWIFT” message, message via Markit Loan Settlement Custodial Services

(Markit CIDD) or any other electronic communication or language, which shall constitute a

direction and certification that the transaction is in compliance with and satisfies all applicable

provisions of Section 10.10 and Article XII of this Indenture.

“ Issuer Resolution ”: A resolution of the members or the designated manager of the

Issuer.

“ Junior Class ”: With respect to a particular Class of Debt, each Class of Debt that is

subordinated to such Class, as indicated in Section 2.3 .

“ Junior Mezzanine Notes ”: The meaning specified in Section 2.13(a) .

“ Knowledgeable Employee ”: Any “knowledgeable employee” as defined in Rule 3c-5

under the Investment Company Act.

“ Lien ”: Any grant of a security interest in, mortgage, deed of trust, pledge,

hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),

preference, priority or other security agreement or preferential arrangement of any kind or nature

whatsoever, including, without limitation, any conditional sale or other title retention agreement,

and any financing lease having substantially the same economic effect as any of the foregoing

(including any UCC financing statement or any similar instrument filed against a Person’s assets

or properties).

“ Limited Liability Company Agreement ”: The Issuer’s limited liability company

agreement, as may be amended from time to time.

“ Loan ”: Any obligation for the payment or repayment of borrowed money that is

documented by a term loan agreement, revolving loan agreement or other similar credit

agreement.

“ Loan Agent ”: The Class A-L Loan Agent.

“ Loan Register ”:  The register of Class A-L Lender(s) maintained by the Class A-L Loan

Agent pursuant to the Class A-L Loan Agreement and provided to the Trustee.

“ Loan Registrar ”:  U.S. Bank Trust Company, National Association, as loan registrar

under the Class A-L Loan Agreement, and any successor thereto.

“ Loan Report ”: The ongoing quarterly portfolio level disclosure in the form prescribed

pursuant to and in accordance with the EU/UK Transparency Requirements.

“ Long Dated Obligation ”: A Collateral Obligation, the stated maturity date of which is

extended to occur after the Stated Maturity pursuant to an amendment or modification of its

terms following its acquisition by the Issuer; provided that, in determining the scheduled

distributions on any Collateral Obligation occurring after the Stated Maturity of the Secured

46

Debt, such Collateral Obligation will be deemed to have a maturity and amortization schedule

based on zero unscheduled prepayments.

“ LSTA ”: The Loan Syndications and Trading Association®.

“ Maintenance Covenant ”: A covenant by any borrower to comply with one or more

financial covenants (including without limitation any covenant relating to a borrowing base, asset

valuation or similar asset-based requirement) during each reporting period, whether or not such

borrower has taken any specified action; provided that a covenant which otherwise satisfies the

definition hereof but only applies when amounts are outstanding under the Underlying Document

shall constitute a Maintenance Covenant.

“ Majority ”: With respect to any Class or Classes of Debt, the Holders of more than 50%

of the Aggregate Outstanding Amount of the Debt of such Class or Classes, as applicable.

“ Mandatory Redemption ”: A redemption of the Debt in accordance with Section 9.1 .

“ Margin Stock ”: “Margin Stock” as defined under Regulation U issued by the Federal

Reserve Board, including any debt security which is by its terms convertible into “Margin

Stock”.

“ Market Value ”: With respect to any loans or other assets, the amount (determined by the

Collateral Manager) equal to the product of the outstanding principal balance thereof and the

xxxxx (expressed as a percentage of par) determined in the following manner:

(i) the bid price, reflective of actual trading activity of such asset within the

past 30 days, determined by the Loan Pricing Corporation, LoanX Inc. or Markit Group

Limited; or

(ix) if a price described in clause (i) is not available,

(a) the average of the bid prices determined by three broker-dealers

reflective of actual trading of such asset that are Independent (without giving

effect to the last sentence in the definition thereof) from each other and the Issuer

and the Collateral Manager;

(b) if only two such bids can be obtained, the lower of the bid prices of

such two bids; or

(c) if only one such bid can be obtained, and such bid was obtained

from a Qualified Broker/Dealer (which Qualified Broker/Dealer is Independent

(without giving effect to the last sentence in the definition thereof) from the Issuer

and the Collateral Manager), such bid; or

(x) if a value cannot be obtained by the Collateral Manager exercising

reasonable efforts pursuant to the means contemplated by clauses (i) or (ii), the value

(determined as the bid side market value) of such Collateral Obligation as reasonably

47

determined by the Collateral Manager (so long as the Collateral Manager is a Registered

Investment Adviser) consistent with the Collateral Manager Standard and certified by the

Collateral Manager to the Collateral Administrator and the Trustee; provided , that solely

with respect to the calculation of the CCC Excess and the Excess CCC Adjustment

Amount, the Market Value of each CCC Collateral Obligation shall be the lower of (x)

the amount calculated in accordance with this clause (iii) and (y) the higher of (I) 70%

multiplied by the outstanding principal balance of such Collateral Obligation and (II) if

such valuation has been provided, the value determined by an Independent third-party;

provided further , that if such Collateral Obligation has a public rating from S&P, the

Market Value of such Collateral Obligation for a period of 30 days after such date of

determination shall be the lower of:

(a) the bid side market value thereof as reasonably determined by the

Collateral Manager consistent with the Collateral Manager Standard and certified

by the Collateral Manager to the Collateral Administrator and the Trustee; and

(b) the higher of (I) 70% multiplied by the outstanding principal

balance of such Collateral Obligation and (II) if such valuation has been provided,

the value determined by an Independent third-party;

◦ and, if such Collateral Obligation has a public rating from S&P and

if a value cannot be obtained by the Collateral Manager exercising reasonable efforts

pursuant to the means contemplated by clauses (a) or (b), following such 30-day period,

the Market Value of such Collateral Obligation shall be zero; or

(xi) if the Market Value of an asset is not determined in accordance with

clause (i), (ii) or (iii) above, then such Market Value shall be deemed to be zero (or, with

respect to clause (iii) above, the value determined by the Collateral Manager in

accordance with the valuation policies that it applies to similar assets it holds for its own

account) until such determination is made in accordance with clause (i), (ii) or (iii) above.

“ Master Transfer Agreement ”: That certain loan sale and contribution agreement dated as

of the Closing Date, between the Collateral Manager, as seller, and the Issuer, as purchaser, as

amended, modified or supplemented from time to time.

“ Material Covenant Default ”: A default by an Obligor with respect to any Collateral

Obligation, and subject to any grace periods contained in the related Underlying Document, that

gives rise to the right of the lender(s) thereunder to accelerate the principal of such Collateral

Obligation.

“ Maturity ”: With respect to any Debt, the date on which the unpaid principal of such

Debt becomes due and payable as therein or herein provided, whether at the Stated Maturity or

by declaration of acceleration, call for redemption or otherwise.

“ Maturity Amendment ”: With respect to any Collateral Obligation, any waiver,

modification, amendment or variance that would extend the stated maturity date of such

48

Collateral Obligation. For the avoidance of doubt, a waiver, modification, amendment or

variance that would extend the stated maturity date of the credit facility of which a Collateral

Obligation is part, but would not extend the stated maturity date of the Collateral Obligation held

by the Issuer, does not constitute a Maturity Amendment.

“ Maximum Equivalent Rating Factor Test ”:  A test that will be satisfied on any

Measurement Date if the Weighted Average Equivalent Rating Factor of the Collateral

Obligations is less than or equal to 4000.

“ Measurement Date ”: (i) Any day on which a purchase of a Collateral Obligation occurs,

(ii) any Determination Date, (iii) the date as of which the information in any Monthly Report

prepared hereunder is calculated, (iv) with five Business Days’ prior written notice to the Issuer,

the Collateral Manager, the Collateral Administrator and the Trustee, any Business Day

requested by S&P and (v) the Effective Date.

“ Member State ”: Any member state of the European Union.

“ Merging Entity ”: The meaning specified in Section 7.10 .

“ Minimum Denomination ”: With respect to (x) the Secured Debt, U.S.$250,000 and

integral multiples of U.S.$1 in excess thereof and (y) the Subordinated Notes, U.S.$1,000,000

and integral multiples of U.S.$1 in excess thereof.

“ Minimum Floating Spread Test ”: The test that will be satisfied on any date of

determination if the Weighted Average Floating Spread plus the Excess Weighted Average

Coupon equals or exceeds the S&P Minimum Floating Spread.

“ Minimum Weighted Average Coupon ”: (i) If any of the Collateral Obligations are Fixed

Rate Obligations, 7.00% and (ii) otherwise, 0.0%.

“ Minimum Weighted Average Coupon Test ”: The test that will be satisfied on any date

of determination as of which the Collateral Obligations include any Fixed Rate Obligations if the

Weighted Average Coupon plus the Excess Weighted Average Floating Spread equals or

exceeds the Minimum Weighted Average Coupon.

“ Minimum Weighted Average S&P Recovery Rate Test ”: The test that will be satisfied

on any date of determination on and after the S&P CDO Monitor Election Date if the Weighted

Average S&P Recovery Rate for the Highest Ranking S&P Class equals or exceeds the S&P

CDO Monitor Recovery Rate of such Class of Secured Debt selected by the Collateral Manager

in connection with the definition of “S&P CDO Monitor”.

“ Money ”: The meaning specified in Section 1-201(24) of the UCC.

“ Monthly Report ”: The meaning specified in Section 10.8(a) .

“ Monthly Report Determination Date ”: The meaning specified in Section 10.8(a) .

49

“ Moody’s ”: Xxxxx’x Investors Service, Inc. and any successor thereto.

“ Xxxxx’x Rating ”: With respect to any Collateral Obligation, the rating determined

pursuant to Schedule 3 hereto.

“ Non-Call Period ”: The period from the Closing Date to but excluding July 20, 2026.

“ Non-Emerging Market Obligor ”: An Obligor that is Domiciled in (a) the United States

or (b) any other country that has a foreign currency government bond rating of at least “AA” by

S&P.

“ Non-Permitted ERISA Holder ”: The meaning specified in Section 2.11(c) .

“ Non-Permitted Holder ”: The meaning specified in Section 2.11(b) .

“ Non-Super-Priority Senior Secured Loan ”: A Senior Secured Loan other than a

revolving credit facility that is customarily referred to as super-priority revolver.

“ Note Register ”: The meaning specified in Section 2.5(a) .

“ Note Registrar ”: The meaning specified in Section 2.5(a) .

“ Notes ”: Collectively, the Class A Notes, the Class B Notes, the Class C Notes and the

Subordinated Notes authorized by, and authenticated and delivered under, this Indenture (as

specified in Section 2.3 ) together with any additional Notes issued pursuant to and accordance

with this Indenture.

“ NRSRO ”: Any nationally-recognized statistical rating organization, other than S&P.

“ NRSRO Certification ”: A certification executed by an NRSRO in favor of the Issuer that

states that such NRSRO has provided the Issuer with the appropriate certifications under

Exchange Act Rule 17g-5(a)(3)(iii)(B) and that such NRSRO has access to the 17g-5 Website.

“ Obligor ”: With respect to any Collateral Obligation, any Person or Persons obligated to

make payments pursuant to or with respect to such Collateral Obligation, including any

guarantor thereof, but excluding, in each case, any such Person that is an obligor or guarantor

that is in addition to the primary obligors or guarantors with respect to the assets, cash flows or

credit on which the related Collateral Obligation is principally underwritten.

“ Obligor Diversity Measure ”: As of any date of determination, the number obtained by

dividing (a) 1 by (b) the sum of the squares of the quotients, for each Obligor, obtained by

dividing (i) the aggregate outstanding principal balance at such time of all Collateral Obligations

(other than Defaulted Obligations) issued by such Obligor by (ii) the aggregate outstanding

principal balance at such time of all Collateral Obligations (other than Defaulted Obligations).

“ Offer ”: The meaning specified in Section 10.10(c) .

50

“ Offering ”: The offering of any Notes pursuant to the relevant Offering Circular.

“ Offering Circular ”: Each offering circular relating to the offer and sale of the Notes,

including any supplements thereto.

“ Officer ”: (a) With respect to any corporation, the Chairman of the Board of Directors

(or, with respect to the Issuer, its members or its designated manager), the President, any Vice

President, the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of such

entity and (b) with respect to the Issuer and any limited liability company, any managing

member or manager thereof or any person to whom the rights and powers of management thereof

are delegated in accordance with the limited liability company agreement of such limited liability

company.

“ Opinion of Counsel ”: A written opinion addressed to the Trustee, the Issuer, if

applicable, and, if required by the terms hereof, S&P, in form and substance reasonably

satisfactory to the Trustee (and, if so addressed, S&P), of an attorney admitted to practice, or a

nationally or internationally recognized and reputable law firm one or more of the partners of

which are admitted to practice, before the highest court of any State of the United States or the

District of Columbia, which attorney or law firm, as the case may be, may, except as otherwise

expressly provided herein, be counsel for the Issuer and which attorney or law firm, as the case

may be, shall be reasonably satisfactory to the Trustee. Whenever an Opinion of Counsel is

required xxxxxxxxx, such Opinion of Counsel may rely on opinions of other counsel who are so

admitted and so satisfactory, which opinions of other counsel shall accompany such Opinion of

Counsel and shall be addressed to the Trustee (and, if required by the terms hereof, S&P) or shall

state that the Trustee (and, if required by the terms hereof, S&P) shall be entitled to rely thereon.

“ Optional Redemption ”: A redemption of the Debt in accordance with Section 9.2 .

“ Other Plan Law ”: Any state, local, other federal or non-U.S. laws or regulations that are

substantially similar to the prohibited transaction provisions of Section 406 of ERISA or

Section 4975 of the Code.

“ Outstanding ”: With respect to the Debt or the Debt of any specified Class, as of any date

of determination, all of the Debt or all of the Debt of such Class, as the case may be, theretofore

authenticated and delivered under this Indenture (or, with respect to the Class A-L Loans,

incurred under the Class A-L Loan Agreement), except:

(i) (x) Notes theretofore canceled by the Note Registrar or delivered to the

Note Registrar for cancellation in accordance with the terms of Section 2.9 hereof and (y)

Class A-L Loan notes canceled by the Loan Agent or delivered to the Loan Agent for

cancellation in accordance with the Class A-L Loan Agreement;

(iv) Debt or portions thereof for whose payment or redemption funds in the

necessary amount have been theretofore irrevocably deposited with the Trustee or any

Paying Agent for the Holders of such Debt pursuant to Section 4.1(a)(ii) hereof or the

Class A-L Loan Agreement, as applicable; provided that if such Notes or portions thereof

51

are to be redeemed, notice of such redemption has been duly given pursuant to this

Indenture or provision therefor satisfactory to the Trustee has been made;

(v) Notes in exchange for or in lieu of which other Notes have been

authenticated and delivered pursuant to this Indenture, unless proof satisfactory to the

Trustee is presented that any such Notes are held by a “protected purchaser” (within the

meaning of Section 8-303 of the UCC); and

(vi) (x) Notes alleged to have been mutilated, destroyed, lost or stolen for

which replacement Notes have been issued as provided in Section 2.6 and (y) loan notes,

if any, signed by the Issuer in its capacity as borrower under the Class A-L Loan

Agreement and delivered to Class A-L Lenders that are alleged to have been lost or

destroyed for which replacement Class A-L Loan notes have been issued as provided in

the Class A-L Loan Agreement; and

(vii) Class A-L Loans repaid, redeemed or converted into Class A Notes

pursuant to the terms of the Class A-L Loan Agreement and the terms herein;

provided that in determining whether the Holders of the requisite Aggregate Outstanding

Amount have given any request, demand, authorization, direction, notice, consent or waiver

hereunder, (a) Debt owned by the Issuer or (only in the case of a vote on (x) the removal of the

Collateral Manager for “cause” and (y) the waiver of any event constituting “cause”) Debt

owned by the Collateral Manager, the BDC Advisor, the Sub-Advisor, an Affiliate thereof, or an

account, fund, client or portfolio established and controlled by the Collateral Manager, the BDC

Advisor, the Sub-Advisor, or an Affiliate thereof or for which the Collateral Manager, the BDC

Advisor, the Sub-Advisor, or an Affiliate thereof acts as the investment adviser or with respect to

which it, the BDC Advisor, the Sub-Advisor or an Affiliate exercises discretionary authority

shall be disregarded and deemed not to be Outstanding; provided that such disregarded Debt

shall not include any Debt held by an entity managed by the Collateral Manager, the BDC

Advisor, the Sub-Advisor or an Affiliate thereof if such entity has retained discretionary voting

authority over matters in connection with which such Debt would be disregarded for purposes of

determining whether the holders of the requisite Aggregate Outstanding Amount of Debt have

given any request, demand, authorization, direction, notice, consent or waiver under this

Indenture or the Collateral Management Agreement, except that, in determining whether the

Trustee or the Loan Agent, as applicable, shall be protected in relying upon any such request,

demand, authorization, direction, notice, consent or waiver, only Debt that a Trust Officer of the

Trustee or the Loan Agent, as applicable, actually knows to be so owned shall be so disregarded

and (b) Debt so owned that have been pledged in good faith shall be regarded as Outstanding if

the pledgee establishes to the reasonable satisfaction of the Trustee or the Loan Agent, as

applicable, the pledgee’s right so to act with respect to such Debt and that the pledgee is not one

of the Persons specified above.

“ Overcollateralization Ratio ”: With respect to any specified Class or Classes of Secured

Debt as of any date of determination, the percentage derived from: (i) the Adjusted Collateral

Principal Amount on such date divided by (ii) the Aggregate Outstanding Amount on such date

of the Debt of such Class or Classes (including, in the case of the Class C Notes, any accrued

52

Deferred Interest that remains unpaid with respect to such Class), and each Priority Class of

Debt. For the purposes of calculating the Overcollateralization Ratio, the Class A Debt and the

Class B Notes shall be treated as a single Class.

“ Overcollateralization Ratio Test ”: A test that is satisfied with respect to any Class or

Classes of Debt as of the Effective Date (and any other date thereafter on which such test is

required to be determined hereunder), if (i) the Overcollateralization Ratio for such Class or

Classes on such date is at least equal to the Required Overcollateralization Ratio for such Class

or Classes or (ii) such Class or Classes of Debt is no longer outstanding.

“ Partial Refinancing Interest Proceeds ”: In connection with a Refinancing of one or more

Classes of Secured Debt, with respect to each such Class, Interest Proceeds up to the amount of

accrued and unpaid interest on such Class, but only to the extent that such Interest Proceeds

would be available under the Priority of Payments to pay accrued and unpaid interest on such

Class on the Redemption Date (or, in the case of a Refinancing occurring on a date other than a

Payment Date, only to the extent that such Interest Proceeds would be available under the

Priority of Payments to pay accrued and unpaid interest on such Class on the next Payment Date,

taking into account scheduled distributions on the Assets that are expected to be received prior to

the next Determination Date).

“ Participation Interest ”: A participation interest in a loan that, at the time of acquisition,

or the Issuer’s commitment to acquire the same, satisfies each of the following criteria: (i) such

loan would constitute a Collateral Obligation were it acquired directly, (ii) the Selling Institution

is the lender on the loan, (iii) the aggregate participation in the loan does not exceed the principal

amount or commitment of such loan, (iv) such participation does not grant, in the aggregate, to

the participant in such participation a greater interest than the Selling Institution holds in the loan

or commitment that is the subject of the participation, (v) the entire purchase price for such

participation is paid in full at the time of its acquisition (or, in the case of a participation in a

Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, at the time of the

funding of such loan) without the benefit of financing from the Selling Institution or its affiliates,

(vi) the participation provides the participant all of the economic benefit and risk of the whole or

part of the loan or commitment that is the subject of the loan participation, and (vii) such

participation is documented under a LSTA, Loan Market Association or similar agreement

standard for loan participation transactions among institutional market participants. For the

avoidance of doubt, a Participation Interest shall not include a sub-participation interest in any

loan.

“ Partnership Tax Audit Rules ”: The meaning specified in Section 7.17(l) .

“ Partnership Representative ”: The meaning specified in Section 7.17(f) .

“ Paying Agent ”: Any Person authorized by the Issuer to pay the principal of or interest on

any Debt on behalf of the Issuer as specified in Section 7.2 .

“ Payment Account ”: The payment account of the Trustee established pursuant to

Section 10.3(a) .

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“ Payment Date ”: (a) The 20th day of January, April, July and October of each year (or, if

such day is not a Business Day, then the next succeeding Business Day), commencing on the

Payment Date in January 2025, except that the final scheduled Payment Date (subject to any

earlier redemption or payment of the Debt) shall be the Payment Date in July 2036, and (b) any

other date not specified in clause (a) that is a Redemption Date in connection with a redemption

of the Secured Debt in whole but not in part; provided that, at any time there is no Secured Debt

Outstanding, Payment Dates shall be on such dates as determined by the Collateral Manager in

its reasonable discretion (as acceptable to the Trustee and with five Business Days’ prior written

notice to the Trustee but in no event less frequently than quarterly).

“ PBGC ”: The United States Pension Benefit Guaranty Corporation.

“ Permitted Deferrable Obligation ”: Any Deferrable Obligation that, in accordance with

its related Underlying Documents, carries a current cash pay interest rate of not less than (a) in

the case of a Floating Rate Obligation, the Reference Rate or (b) in the case of a Fixed Rate

Obligation, the zero-coupon swap rate in a fixed/floating interest rate swap with a term equal to

five years.

“ Permitted Liens ”: With respect to the Assets: (i) security interests, liens and other

encumbrances created pursuant to the Transaction Documents, (ii) with respect to agented

Collateral Obligations, security interests, liens and other encumbrances in favor of the lead agent,

the collateral agent or the paying agent on behalf of all holders of indebtedness of such Obligor

under the related facility, (iii) with respect to any Equity Security, any security interests, liens

and other encumbrances granted on such Equity Security to secure indebtedness of the related

Obligor and/or any security interests, liens and other rights or encumbrances granted under any

governing documents or other agreement between or among or binding upon the Issuer as the

holder of equity in such Obligor and (iv) security interests, liens and other encumbrances, if any,

which have priority over first priority perfected security interests in the Collateral Obligations or

any portion thereof under the UCC or any other applicable law.

“ Permitted Offer ”: An Offer (i) pursuant to the terms of which the offeror offers to

acquire a debt obligation (including a Collateral Obligation) in exchange for consideration

consisting solely of Cash in an amount equal to or greater than the full face amount of such debt

obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has

determined in its reasonable commercial judgment that the offeror has sufficient access to

financing to consummate the Offer.

“ Permitted Use ”: With respect to (a) the proceeds of an additional issuance of additional

Subordinated Notes and/or Junior Mezzanine Notes designated for a Permitted Use, (b) any

amounts designated for deposit into the Permitted Use Account pursuant to Section 11.1(a)(i) or

(c) any Contribution received into the Permitted Use Account, any of the following:

(i) the transfer of the applicable portion of such amount to the Interest

Collection Subaccount for application as Interest Proceeds;

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(viii) the transfer of the applicable portion of such amount to the Principal

Collection Subaccount for application as Principal Proceeds;

(ix) to designate such amount as Refinancing Proceeds for use in connection

with a Refinancing;

(x) the transfer of the applicable portion of such amount to pay any costs or

expenses associated with a Refinancing, a Re-Pricing or an additional issuance of Debt;

(xi) the purchase of Collateral Obligations, Restructured Loans, Workout

Loans or Specified Equity Securities;

(xii) the purchase of securities or other obligations resulting from the exercise

of an option, warrant, right of conversion or similar right, in each case, received in

connection with a workout or restructuring of a Collateral Obligation, in accordance with

the documents governing any Equity Security without regard to the Investment Criteria

and to make any payments required in connection with a workout or restructuring of a

Collateral Obligation provided that the Collateral Manager certifies to the Trustee and the

Loan Agent (which certification will be deemed to be provided upon delivery of an issuer

order in respect of such exercise) that in its reasonable business judgment, exercising the

option, warrant, right of conversion or similar right is necessary for the Issuer to realize

the value of the workout or restructuring of the Collateral Obligation with respect to

which such instrument was received; and

(xiii) subject to the limitation described in clause (i) above, for any other use of

funds permitted hereunder, in each case subject to the limitations set forth herein;

provided , that once funds in the Permitted Use Account have been designated for a

particular Permitted Use, such designation may not be changed.

“ Permitted Use Account ”: The account established pursuant to Section 10.3(e) .

“ Person ”: An individual, corporation (including a business trust), partnership, limited

liability company, joint venture, association, joint stock company, statutory trust, trust (including

any beneficiary thereof), unincorporated association or government or any agency or political

subdivision thereof.

“ Portfolio Company ”: Any company that is controlled by the Collateral Manager, an

Affiliate thereof, or an account, fund, client or portfolio established and controlled by the

Collateral Manager or an Affiliate thereof.

“ Posting Agent Letter Agreement ”: The EU/UK RR Website Direction Letter Agreement,

dated as of May 31, 2024, among the Issuer, the Collateral Manager and U.S. Bank Trust

Company, National Association, as posting agent.

“ Post-Reinvestment Period Settlement Obligation ”: The meaning specified in

Section 12.2(a) .

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“ Primary Business Activity ”: In relation to a consolidated group of companies, for the

purposes of determining whether a debt obligation or debt security is an ESG Collateral

Obligation, where such group derives more than 50% of its revenues from the relevant business,

trade or production (as applicable) at the time of purchase of the ESG Collateral Obligation, as

determined by the Collateral Manager.

“ Principal Balance ”: Subject to Section 1.3 , with respect to (a) any Asset other than a

Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of any date of

determination, the outstanding principal amount of such Asset (excluding any capitalized

interest) and (b) any Revolving Collateral Obligation or Delayed Drawdown Collateral

Obligation, as of any date of determination, the outstanding principal amount of such Revolving

Collateral Obligation or Delayed Drawdown Collateral Obligation (excluding any capitalized

interest), plus (except as expressly set forth herein) any undrawn commitments that have not

been irrevocably reduced or withdrawn with respect to such Revolving Collateral Obligation or

Delayed Drawdown Collateral Obligation; provided that for all purposes the Principal Balance of

(1) any Restructured Loan, Equity Security or Specified Equity Security or interest only strip

shall be deemed to be zero and (2) any Defaulted Obligation that is not sold or terminated within

three years after becoming a Defaulted Obligation shall be deemed to be zero.

“ Principal Collection Subaccount ”:  The account established pursuant to Section 10.2(a) .

“ Principal Financed Accrued Interest ”: The amount of Principal Proceeds, if any, applied

towards the purchase of accrued interest on a Collateral Obligation.

“ Principal Financed Capitalized Interest ”: The amount of Principal Proceeds, if any,

applied towards the purchase of capitalized interest on a Permitted Deferrable Obligation.

“ Principal Proceeds ”: With respect to any Collection Period or Determination Date, all

amounts received by the Issuer during the related Collection Period that do not constitute Interest

Proceeds, Refinancing Proceeds or Partial Refinancing Interest Proceeds and any other amounts

that have been designated as Principal Proceeds pursuant to the terms of this Indenture.

“ Priority Class ”: With respect to any specified Class of Debt, each Class of Debt that

ranks senior to such Class, as indicated in Section 2.3 .

“ Priority of Partial Refinancing Proceeds ”:  The meaning specified in Section 11.1(a)(iv) .

“ Priority of Payments ”: The meaning specified in Section 11.1(a) .

“ Proceeding ”: Any suit in equity, action at law or other judicial or administrative

proceeding.

“ Proceeds ”: The aggregate of Interest Proceeds and Principal Proceeds.

“ Proposed Portfolio ”: The portfolio of Collateral Obligations and Eligible Investments

resulting from the proposed purchase, sale, maturity or other disposition of a Collateral

Obligation or a proposed reinvestment in an additional Collateral Obligation, as the case may be.

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“ Purchase Agreement ”: The note purchase agreement dated as of July 16, 2024 among

the Issuer, the Co-Placement Agent and the Initial Purchaser, as amended from time to time in

accordance with the terms thereof.

“ QIB ”: A Qualified Institutional Buyer.

“ QIB/QP ”: Any Person that, at the time of its acquisition, purported acquisition or

proposed acquisition of Debt is both a Qualified Institutional Buyer and a Qualified Purchaser.

“ QP ”: A Qualified Purchaser.

“ Qualified Broker/Dealer ”: Any of Antares Capital; Ares Capital Corporation; Bank of

America/Xxxxxxx Xxxxx; The Bank of Montreal; The Bank of New York Mellon; Barclays Bank

plc; BNP Paribas; Broadpoint Securities; Calyon; Canadian Imperial Bank of Commerce; Capital

One; Xxxxxxxx, N.A.; Credit Agricole S.A.; Credit Suisse; Deutsche Bank AG; Dresdner Bank

AG; Xxxxxxx Xxxxx & Co.; Xxxxx Capital; Guggenheim; HSBC Bank; Imperial Capital LLC;

Xxxxxxxxx & Company, Inc.; JPMorgan Chase Bank, N.A.; KeyBank National Association; Lloyds

TSB Bank; Madison Capital; Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated; Xxxxxx

Xxxxxxx & Co.; Natixis; Northern Trust Company; NXT Capital, Inc.; Royal Bank of Canada;

The Royal Bank of Scotland plc; Société Générale; SunTrust Banks, Inc.; The Toronto-

Dominion Bank; UBS AG; U.S. Bank National Association; and Xxxxx Fargo Bank, National

Association.

“ Qualified Institutional Buyer ”: The meaning specified in Rule 144A.

“ Qualified Purchaser ”: The meaning specified in Section 2(a)(51) of the 1940 Act and

Rule 2a51-2 or 2a51-3 under the 1940 Act.

“ Ramp-Up Account ”: The account established pursuant to Section 10.3(c) .

“ Record Date ”: With respect to the Global Notes the Business Day before the applicable

Payment Date and with respect to the Certificated Notes, the date 15 days prior to the applicable

Payment Date.

“ Redemption Date ”: Any Business Day specified for a redemption of Debt pursuant to

Section 9.2 or any Payment Date specified for a Tax Redemption of the Debt pursuant to

Section 9.3 , and in each case, with respect to the Class A-L Loan, pursuant to the Class A-L

Loan Agreement.

“ Redemption Price ”: (a) For any Secured Debt to be redeemed or re-priced (x) 100% of

the Aggregate Outstanding Amount of such Secured Debt, plus (y) accrued and unpaid interest

thereon (including defaulted interest and interest thereon and any Deferred Interest and any

accrued and unpaid interest thereon) to the Redemption Date or Re-Pricing Date, as applicable,

and (b) for each Subordinated Note, (i) if such Subordinated Note is being redeemed in

connection with a liquidation of the Assets, its proportional share (based on the outstanding

principal amount of such Subordinated Notes) of the amounts distributed with respect to the

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Subordinated Notes pursuant to the Priority of Payments on the Payment Date that is the

Redemption Date therefor after redemption or repayment of the Secured Debt in full and after

payment in full of (and/or creation of a reserve for) all fees, expenses and indemnities of the

Issuer (including, without limitation, any Collateral Management Fees) and (ii) if such

Subordinated Note is being redeemed upon the occurrence of a Refinancing of all of the Secured

Debt, its proportional share (based on the outstanding principal amount of such Subordinated

Notes) of the price, as determined by the Collateral Manager on or about the date of a

Refinancing, equal to the following: (a) amounts on deposit in the Principal Collection

Subaccount, the Interest Collection Subaccount and the Revolver Funding Account immediately

prior to such Refinancing plus (b) an amount equal to the sum of the products of (x) the average

of the “bid” and “ask” price for each Collateral Obligation held by the Issuer (as determined in

the sole discretion of the Collateral Manager) and (y) the principal balance of each such

Collateral Obligation (excluding solely for purposes of this definition the unfunded commitments

under any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation) plus (c)

an amount equal to the sum of the products of (x) the average of the “bid” and “ask” price of

each Revolving Collateral Obligation and Delayed Drawdown Collateral Obligation minus 100%

and (y) the unfunded commitments under each Revolving Collateral Obligation and Delayed

Drawdown Collateral Obligation plus (d) an amount equal to the accrued interest on the

Collateral Obligations (other than Defaulted Obligations) held by the Issuer immediately prior to

such Refinancing plus (e) the sum of the “fair market values” (as determined in the sole

discretion of the Collateral Manager) of each Asset not included in clauses (a) through (d) above

minus (f) the Redemption Prices of the Secured Debt minus (g) any fees and expenses incurred

in connection with such Refinancing and the associated supplemental indenture that are allocable

to the redemption of the applicable Debt as determined by the Collateral Manager; provided that,

in connection with any Tax Redemption, Clean-Up Call Redemption or Optional Redemption of

the Secured Debt in whole, Holders of 100% of the Aggregate Outstanding Amount of any Class

of Secured Debt may elect to receive less than 100% of the Redemption Price that would

otherwise be payable to the Holders of such Class of Secured Debt by notifying the Trustee, the

Loan Agent (if applicable) and the Issuer in writing prior to such Redemption Date or Re-Pricing

Date, as applicable, of such election.

“ Reference Rate ”: (a) Initially the Term SOFR Rate, (b) following a Benchmark

Replacement Date, a Benchmark Replacement Rate or (c) if the Reference Rate cannot be

determined pursuant to clause (a) or (b) above, the Fallback Rate; provided that if the Reference

Rate with respect to the Secured Debt is less than 0%, such rate shall be deemed equal to 0%

with respect to the Secured Debt; provided further , that if at any time when the Fallback Rate is

effective the Collateral Manager notifies the Issuer, the Trustee, the Loan Agent and the

Calculation Agent that any Benchmark Replacement Rate can be determined by the Collateral

Manager, then such Benchmark Replacement Rate shall be the Reference Rate commencing with

the Interest Accrual Period immediately succeeding the Interest Accrual Period during which the

Collateral Manager provides such notification. Notwithstanding anything herein to the contrary,

if at any time while any Secured Debt is outstanding, a Benchmark Transition Event and its

related Benchmark Replacement Date have occurred with respect to the then-current Reference

Rate, then the Collateral Manager shall provide notice of such event to the Issuer, the Loan

Agent, the Calculation Agent and the Trustee (which notice the Trustee shall forward to the

58

Holders and post to its website) and shall cause the then current Reference Rate to be replaced

with an Alternative Rate proposed by the Collateral Manager pursuant to a Reference Rate

Amendment. With respect to any Collateral Obligation, when used in the context of such

Collateral Obligation, “Reference Rate” means the London interbank offered rate, the forward-

looking rate based on SOFR or the applicable benchmark rate currently in effect for such

Collateral Obligation and determined in accordance with the related Underlying Documents.

“ Reference Rate Amendment ”: The meaning specified in Section 8.1(xxiii) .

“ Reference Rate Floor Obligation ”: As of any date of determination, a Floating Rate

Obligation (a) the interest in respect of which is paid based on the Reference Rate and (b) that

provides that such rate is (in effect) calculated as the greater of (i) a specified “floor” rate per

annum and (ii) the Reference Rate for the applicable interest period for such Collateral

Obligation.

“ Refinancing ”: A loan or an issuance of replacement securities, whose terms in each case

will be negotiated by the Issuer or, upon request of the Issuer, by the Collateral Manager on

behalf of the Issuer, from one or more financial institutions or purchasers to refinance the Debt in

connection with an Optional Redemption.

“ Refinancing Obligation ”: Each loan or replacement security issued in connection with a

Refinancing.

“ Refinancing Proceeds ”: The net Cash proceeds from a Refinancing.

“ Regional Diversity Measure ”: As of any date of determination, the number obtained by

dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P Region Classification,

obtained by dividing (i) the aggregate outstanding principal balance at such time of all Collateral

Obligations (other than Defaulted Obligations) issued by Obligors that belong to such S&P

Region Classification by (ii) the aggregate outstanding principal balance at such time of all

Collateral Obligations (other than Defaulted Obligations).

“ Register ”: The Loan Register and/or the Note Register, as applicable.

“ Registered ”: In registered form for U.S. federal income tax purposes.

“ Registered Investment Adviser ”: A Person duly registered as an investment adviser in

accordance with and pursuant to Section 203 of the Investment Advisers Act of 1940, as

amended.

“ Regulation S ”: Regulation S, as amended, under the Securities Act.

“ Regulation S Global Note ”: The meaning specified in Section 2.2(b)(i) .

“ Reinvestment Period ”: The period from and including the Closing Date to and including

the earliest of (i) the Payment Date occurring in July 2028 (ii) the date of the acceleration of the

Maturity of any Class of Debt pursuant to Section 5.2 and (iii) the date on which the Collateral

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Manager delivers written notice to the Trustee, the Loan Agent and S&P that it has reasonably

determined that it can no longer reinvest in additional Collateral Obligations in accordance with

the terms hereof or the Collateral Management Agreement. The Reinvestment Period may be

reinstated in the case of clause (ii) and (iii) above, with the consent of the Collateral Manager,

upon written notice to S&P, and, in the case of a reinstatement following a termination under

clause (ii), (x) such acceleration has been subsequently rescinded and (y) no other event that

would terminate the Reinvestment Period has occurred and is continuing.

“ Reinvestment Target Par Balance ”: As of any date of determination, the Target Initial

Par Amount minus (i) the amount of any reduction in the Aggregate Outstanding Amount of the

Debt through the payment of Principal Proceeds plus (ii) the Aggregate Outstanding Amount of

any additional Debt issued under and in accordance with Sections 2.13 and 3.2 or incurred in

accordance with the Class A-L Loan Agreement, as applicable, or, if greater, the aggregate

amount of Principal Proceeds that result from the issuance of such additional Debt.

“ Relevant Governmental Body ”: The Federal Reserve Board and/or the Federal Reserve

Bank of New York, or a committee officially endorsed or convened by the Federal Reserve

Board and/or the Federal Reserve Bank of New York, including the ARRC or any successor

thereto.

“ Relevant Recipients ”: The meaning specified in Section 10.9(a) .

“ Reporting Agent ”: An entity, other than the Collateral Administrator, that shall be

appointed by the Issuer to prepare and/or make available certain reports pursuant to the EU/UK

Transparency Requirements.

“ Reporting Entity ”: The meaning specified in Section 10.9(a) .

“ Reporting Website ”: The meaning specified in Section 10.9(a) .

“ Re-Priced Class ”: The meaning specified in Section 9.7(a) .

“ Re-Pricing ”: The meaning specified in Section 9.7(a) .

“ Re-Pricing Date ”: The meaning specified in Section 9.7(b) .

“ Re-Pricing Eligible Debt ”: With respect to any Class of Debt, the Debt specified as such

in Section 2.3 .

“ Re-Pricing Intermediary ”: The meaning specified in Section 9.7(a) .

“ Re-Pricing Rate ”: The meaning specified in Section 9.7(b)(i) .

“ Required Interest Coverage Ratio ”: For (a) the Class A Debt and the Class B Notes,

120.00% and (b) the Class C Notes, 110.00%.

60

“ Required Overcollateralization Ratio ”: For (a) the Class A Debt and the Class B Notes,

132.86% and (b) the Class C Notes, 122.72%.

“ Required S&P Credit Estimate Information ”: S&P’s “ Credit FAQ: Anatomy of A Credit

Estimate: What It Means And How We Do It ”, dated January 14, 2021 and any other available

information S&P reasonably requests in order to produce a credit estimate for a particular asset.

“ Requisite Voting Percentage ”: The percentage of the Aggregate Outstanding Amount of

the relevant Debt required to satisfy the relevant voting threshold, such as consents for a

proposed supplemental indenture.

“ Responsible Officer ”: With respect to any Person, any duly authorized director, officer

or manager of such Person with direct responsibility for the administration of the applicable

agreement and also, with respect to a particular matter, any other duly authorized director, officer

or manager of such Person to whom such matter is referred because of such director’s, officer’s

or manager’s knowledge of and familiarity with the particular subject. Each party may receive

and accept a certification of the authority of any other party as conclusive evidence of the

authority of any Person to act, and such certification may be considered as in full force and effect

until receipt by such other party of written notice to the contrary.

“ Restricted Trading Period ”: The period during which (a) the S&P rating of the Class A

Debt is one or more subcategories below its initial target rating indicated in Section 2.3 or (b) the

S&P rating of the Class B Notes or the Class C Notes is two or more subcategories below its

initial target rating indicated in Section 2.3 ; provided , that such period will not be a Restricted

Trading Period (i) if (x) the Aggregate Principal Balance of the Collateral Obligations plus

Eligible Investments constituting Principal Proceeds is greater than or equal to the Reinvestment

Target Par Balance and (y) the Coverage Tests, the Minimum Weighted Average S&P Recovery

Rate Test and the Minimum Floating Spread Test are satisfied or (ii) so long as the S&P rating of

any Class of Debt has not been further downgraded, withdrawn or put on watch for potential

downgrade, upon the direction of the Issuer with the consent of a Majority of the Controlling

Class; provided , further that no Restricted Trading Period shall restrict any sale of a Collateral

Obligation entered into by the Issuer at a time when a Restricted Trading Period is not in effect

regardless of whether such sale has settled.

“ Restructured Loan ”: A bank loan acquired by the Issuer resulting from, or received in

connection with, the workout or restructuring of a Collateral Obligation, which for the avoidance

of doubt is not a Bond or equity security. The acquisition of Restructured Loans will not be

required to satisfy the Investment Criteria.

“ Retention Holder ”: The U.S. Retention Holder and/or EU/UK Retention Holder, as

applicable.

“ Revised Templates ”: Such templates as shall be introduced for the purposes of the

European Transparency Requirements by way of amendments to Commission Implementing

Regulation (EU) 2020/1225 and Commission Delegated Regulation (EU) 2020/1224.

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“ Revolver Funding Account ”: The meaning specified in Section 10.4 .

“ Revolving Collateral Obligation ”: Any Collateral Obligation (other than a Delayed

Drawdown Collateral Obligation) that is a loan (including, without limitation, revolving loans),

including funded and unfunded portions of revolving credit lines (including any portions thereof

that may be drawn by the borrower relating to its letter of credit facilities), unfunded

commitments under specific facilities and other similar loans that by its terms may require one or

more future advances to be made to the borrower by the Issuer; provided that any such Collateral

Obligation will be a Revolving Collateral Obligation only until all commitments to make

advances to the borrower expire or are terminated or irrevocably reduced to zero.

“ Risk Retention Issuance ”: The meaning specified in Section 2.13(a)(i) .

“ Risk Retention Rules ”: The U.S. Risk Retention Rules and/or the EU/UK Risk

Retention Requirements, as applicable.

“ Rule 144A ”: Rule 144A, as amended, under the Securities Act.

“ Rule 144A Global Note ”: The meaning specified in Section 2.2(b)(ii) .

“ Rule 144A Information ”: The meaning specified in Section 7.15 .

“ Rule 17g-5 ”: The meaning specified in Section 14.16 .

“ S&P ”: S&P Global Ratings, a nationally recognized statistical rating organization

comprised of: (a) a separately identifiable business unit within Standard & Poor’s Financial

Services LLC, a Delaware limited liability company wholly owned by S&P Global Inc.; and (b)

the credit ratings business operated by various other subsidiaries that are wholly owned, directly

or indirectly, by S&P Global Inc.; and, in each case, any successor thereto.

“ S&P CDO Monitor ”: The dynamic, analytical computer model developed by S&P and

used to calculate the default frequency in terms of the amount of debt assumed to default as a

percentage of the original principal amount of the Collateral Obligations consistent with a

specified benchmark rating level based upon certain assumptions (including the applicable

Weighted Average S&P Recovery Rate) and S&P’s proprietary corporate default studies, as may

be amended by S&P from time to time upon notice to the Issuer, the Trustee, the Collateral

Manager and the Collateral Administrator. Each S&P CDO Monitor shall be chosen by the

Collateral Manager (with notice to the Trustee and the Collateral Administrator) and associated

with an S&P CDO Monitor Recovery Rate and an S&P Minimum Floating Spread chosen by the

Collateral Manager; provided , that as of any date of determination the Weighted Average S&P

Recovery Rate for the Highest Ranking S&P Class equals or exceeds the S&P CDO Monitor

Recovery Rate for such Class chosen by the Collateral Manager and the Weighted Average

Floating Spread equals or exceeds the S&P Minimum Floating Spread chosen by the Collateral

Manager.

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“ S&P CDO Monitor Benchmarks ”: The S&P Weighted Average Rating Factor, the

Default Rate Dispersion, the Obligor Diversity Measure, the Industry Diversity Measure, the

Regional Diversity Measure and the S&P Weighted Average Life.

“ S&P CDO Monitor Election Date ”: The date specified by the Collateral Manager, at any

time after the Closing Date upon at least 5 Business Days’ prior written notice to S&P, the

Trustee and the Collateral Administrator, evidencing the Collateral Manager’s election to utilize

the S&P CDO Monitor in determining compliance with the S&P CDO Monitor Test; provided

that for the avoidance of doubt, only one such election may be made.

“ S&P CDO Monitor Recovery Rate ”: As of any date of determination, the weighted

average recovery rate for the Highest Ranking S&P Class.

“ S&P CDO Monitor Test ”: A test that will be satisfied on any date of determination

(following receipt, at any time on or after the S&P CDO Monitor Election Date, by the Issuer,

the Collateral Manager, the Trustee and the Collateral Administrator of the Class Break-even

Default Rates for each S&P CDO Monitor input file (in accordance with the definition of “Class

Break-even Default Rate”)) if, after giving effect to a proposed sale or purchase of an additional

Collateral Obligation, the Class Default Differential of the Highest Ranking S&P Class of the

Proposed Portfolio is positive. The S&P CDO Monitor Test will be considered to be improved if

the Class Default Differential of the Highest Ranking S&P Class of the Proposed Portfolio is

greater than the corresponding Class Default Differential of the Current Portfolio.

“ S&P CLO Specified Assets ”: The Collateral Obligations with an S&P Rating equal to or

higher than “CCC-”.

“ S&P Collateral Principal Amount ”: As of any date of determination, the Collateral

Principal Xxxxxx (calculated without including the Aggregate Principal Balance of any

Defaulted Obligations) plus the S&P Collateral Value of all Defaulted Obligations that have been

Defaulted Obligations for less than three years.

“ S&P Collateral Value ”: With respect to any Defaulted Obligation, Long Dated

Obligation or Deferring Obligation as of any Measurement Date, the lesser of (i) the S&P

Recovery Amount of such Defaulted Obligation, Long Dated Obligation or Deferring Obligation,

respectively, as of the relevant Measurement Date and (ii) the Market Value of such Defaulted

Obligation, Long Dated Obligation or Deferring Obligation, respectively, as of the relevant

Measurement Date.

“ S&P Industry Classification Group ”: Each classification in the table set forth in

Schedule 2 hereto.

“ S&P Minimum Floating Spread ”: As of any date of determination, either (x) a weighted

average floating spread from Section 2 of Schedule 4 or (y) a weighted average floating spread

chosen by the Collateral Manager and confirmed by S&P.

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“ S&P Rating ”: With respect to any Collateral Obligation, as of any date of determination,

the rating determined in accordance with the following methodology:

(a) with respect to a Collateral Obligation that is not a DIP Collateral

Obligation or a Current Pay Obligation (i) if there is an issuer credit rating of the issuer of

such Collateral Obligation by S&P as published by S&P, or the guarantor (subject to the

then-current S&P guarantee criteria) which unconditionally and irrevocably guarantees

such Collateral Obligation then the S&P Rating will be such rating (regardless of whether

there is a published rating by S&P on the Collateral Obligations of such issuer held by the

Issuer) or (ii) if there is no issuer credit rating of the issuer by S&P but (A) if there is a

senior unsecured rating on any obligation or security of the issuer, the S&P Rating of

such Collateral Obligation will equal such rating; (B) if there is a senior secured rating on

any obligation or security of the issuer, then the S&P Rating of such Collateral Obligation

will be one subcategory below such rating; and (C) if there is a subordinated rating on

any obligation or security of the issuer, then the S&P Rating of such Collateral Obligation

will be one subcategory above such rating;

(ac) with respect to any Collateral Obligation that is a DIP Collateral

Obligation, the S&P Rating thereof will be the credit rating assigned to such issue by

S&P, or if such DIP Collateral Obligation was assigned a point-in-time rating by S&P

that was withdrawn, such withdrawn rating may be used for 12 months after the

assignment of such rating ( provided , that, if the Collateral Manager is or becomes aware

of a Specified Amendment with respect to the DIP Collateral Obligation that, in the

Collateral Manager’s reasonable judgment, would have a material adverse impact on the

value of the DIP Collateral Obligation, such withdrawn rating may not be used unless

S&P otherwise confirms the rating or provides an updated one; provided , further , that if

any such Collateral Obligation that is a DIP Collateral Obligation is newly issued and the

Collateral Manager expects an S&P credit rating within 90 days, the S&P Rating of such

Collateral Obligation shall be “CCC-” until such credit rating is obtained from S&P);

provided further still , that the Issuer (or the Collateral Manager on its behalf) shall notify

S&P of, with respect to any DIP Collateral Obligation, (i) any modifications to the

amortization schedule thereof, (ii) extensions of the maturity thereof, (iii) any reduction

in the principal amount owed thereof and (iv) non-payment of timely interest or principal

due thereon;

(ad) if there is not a rating by S&P on the issuer or on an obligation of the

issuer, then the S&P Rating may be determined pursuant to clauses (i) through (iv)

below:

(i) if an obligation of the issuer is not a DIP Collateral Obligation or a

Current Pay Obligation and is publicly rated by Moody’s and/or Fitch, then the S&P

Rating will be determined in accordance with the methodologies for establishing such

Moody’s Rating and/or Fitch Rating except that the S&P Rating of such obligation will

be the lower of (x) (A) one subcategory below the S&P equivalent of the Xxxxx’x Rating

if such Moody’s Rating is “Baa3” or higher and (B) two subcategories below the S&P

64

equivalent of the Moody’s Rating if such Moody’s Rating is “Ba1” or lower or (y) (A)

one subcategory below the S&P equivalent of the Fitch Rating if such Fitch Rating is

“BBB-” or higher and (B) two subcategories below the S&P equivalent of the Fitch

Rating if such Fitch Rating is “BB+” or lower ; provided , that the aggregate principal

balance of the Collateral Obligations that may have an S&P Rating derived from a

Moody’s Rating and/or a Fitch Rating as set forth in this subclause (i) may not exceed

10.0% of the Collateral Principal Amount;

(ii) excluding Current Pay Obligations and DIP Collateral Obligations,

the S&P Rating may be based on a credit estimate provided by S&P, and in connection

therewith, the Issuer, the Collateral Manager on behalf of the Issuer or the issuer of such

Collateral Obligation will, prior to or within ninety (90) days after the acquisition of such

Collateral Obligation, apply (and concurrently submit all available Required S&P Credit

Estimate Information in respect of such application) to S&P for a credit estimate which

will be its S&P Rating; provided , that, until the receipt from S&P of such estimate, such

Collateral Obligation will have an S&P Rating as determined by the Collateral Manager

in its sole discretion if the Collateral Manager certifies to the Trustee and the Collateral

Administrator that it believes that such S&P Rating determined by the Collateral

Manager is commercially reasonable and will be at least equal to such rating; provided ,

further , that if such Required S&P Credit Estimate Information is not submitted within

such ninety (90) day period, then, pending receipt from S&P of such estimate, the

Collateral Obligation will have (A) the S&P Rating as determined by the Collateral

Manager for a period of up to ninety (90) days after acquisition and (B) an S&P Rating of

“CCC-” following such ninety day period; unless, during such ninety day period, the

Collateral Manager has requested the extension of such period and S&P, in its sole

discretion, has granted such request; and provided , further , that with respect to any

Collateral Obligation for which S&P has provided a credit estimate, such credit estimate

shall expire 12 months after the receipt thereof, following which such Collateral

Obligation shall have an S&P Rating of “CCC-” unless, during such 12-month period

following the receipt of such credit estimate, the Issuer applies for renewal thereof in

accordance with this Indenture, in which case such credit estimate shall continue to be the

S&P Rating of such Collateral Obligation until S&P has confirmed or revised such credit

estimate, upon which such confirmed or revised credit estimate shall be the S&P Rating

of such Collateral Obligation (in each case, until expiration or confirmation on the next

succeeding 12-month anniversary in accordance with this proviso); provided , further , that

the Issuer will promptly notify S&P of any material events affecting any such Collateral

Obligation if the Collateral Manager reasonably determines that such notice is required in

accordance with S&P’s published criteria for credit estimates titled “ Credit FAQ:

Anatomy of A Credit Estimate: What It Means And How We Do It ” dated January 14,

2021 (as the same may be amended or updated from time to time);

(iii) with respect to a DIP Collateral Obligation, if the S&P Rating

cannot otherwise be determined pursuant to this definition, the S&P Rating of such

Collateral Obligation will be “CCC-”;

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(iv) with respect to a Collateral Obligation that is not a Defaulted

Obligation or a Current Pay Obligation, the S&P Rating of such Collateral Obligation

will at the election of the Issuer (at the direction of the Collateral Manager) be “CCC-”;

provided, that (A) the Collateral Manager expects the Obligor in respect of such

Collateral Obligation to continue to meet its payment obligations under such Collateral

Obligation, (B) neither the issuer of such Collateral Obligation nor any of its Affiliates

are subject to any bankruptcy or reorganization proceedings, (C) the issuer has not

defaulted on any payment obligation in respect of any debt security or other obligation of

the issuer at any time within the two year period ending on such date of determination,

(D) all such debt securities and other obligations of the issuer that are pari passu with or

senior to the Collateral Obligation are current and the Collateral Manager reasonably

expects them to remain current and (E) after giving effect to such election, the Aggregate

Principal Balance of all Collateral Obligations with respect to which such election is then

in effect does not exceed 10% of the Aggregate Principal Balance; provided , further that,

the Issuer shall provide S&P with all available Required S&P Credit Estimate

Information with respect to any Collateral Obligation with a rating determined pursuant

to this clause 1.1(c)(iv) and shall notify S&P of any material events affecting such

Collateral Obligation if the Collateral Manager reasonably determines that such notice is

required in accordance with S&P’s published criteria for credit estimates titled “ Credit

FAQ: Anatomy of A Credit Estimate: What It Means And How We Do It ”, dated January

14, 2021 (as the same may be amended or updated from time to time); and

(ae) with respect to a Current Pay Obligation, the S&P Rating of such

Collateral Obligation will be the higher of its issue rating and “CCC”;

provided , that for purposes of the determination of the S&P Rating, (x) if the applicable rating

assigned by S&P to an obligor or its obligations is on “credit watch positive” by S&P, such

rating will be treated as being one subcategory above such assigned rating and (y) if the

applicable rating assigned by S&P to an obligor or its obligations is on “credit watch negative”

by S&P, such rating will be treated as being one subcategory below such assigned rating.

“ S&P Rating Condition ”: With respect to any action taken or to be taken by or on behalf

of the Issuer, a condition that is satisfied if S&P has specifically confirmed in writing, including

by electronic messages, facsimile, press release or posting to its internet website (or has declined

to undertake the review of such action by such means), to the Issuer, the Trustee or the Collateral

Manager that no immediate withdrawal or reduction with respect to its then current rating of any

Class of Secured Debt will occur as a result of such action; provided that, notwithstanding the

foregoing, with respect to any event or circumstance that requires satisfaction of the S&P Rating

Condition, such S&P Rating Condition shall be deemed inapplicable if no Class of Secured Debt

then rated by S&P are then Outstanding; provided , further , that such rating condition shall be

deemed inapplicable with respect to such event or circumstance if (i) S&P has given written

notice to the effect that it will no longer review events or circumstances of the type requiring

satisfaction of the S&P Rating Condition for purposes of evaluating whether to confirm the then-

current ratings (or initial ratings) of obligations rated by S&P; or (ii) S&P has given written

notice to the Issuer, the Collateral Manager or the Trustee (or their counsel) that it will not

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review such event or circumstance for purposes of evaluating whether to confirm the then-

current ratings (or initial ratings) of the Debt then rated by S&P.

“ S&P Rating Factor ”: For each Collateral Obligation, the number set forth to the right of

the applicable S&P Rating of such Collateral Obligation:

S&P Rating	S&P Rating Factor
AAA	13.51
AA+	26.75
AA	46.36
AA-	63.90
A+	99.50
A	146.35
A-	199.83
BBB+	271.01
BBB	361.17
BBB-	540.42
BB+	784.92
BB	1233.63
BB-	1565.44
B+	1982.00
B	2859.50
B-	3610.11
CCC+	4641.40
CCC	5293.00
CCC-	5751.10
CC	10,000.00

“ S&P Recovery Amount ”: With respect to any Collateral Obligation, an amount equal to

(i) the applicable S&P Recovery Rate multiplied by (ii) the outstanding Principal Balance of

such Collateral Obligation.

“ S&P Recovery Rate ”: With respect to a Collateral Obligation, the recovery rate

determined in the manner set forth in Section 1 of Schedule 4 .

“ S&P Recovery Rating ”: With respect to any Collateral Obligation, the corporate

recovery rating assigned by S&P (i.e., the S&P Recovery Rate) to such Collateral Obligation.

“ S&P Region Classification ”: With respect to a Collateral Obligation, the applicable

classification set forth in the table titled “S&P Region Classifications” in Section 2 of Schedule

4 .

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“ S&P Weighted Average Life ”: As of any date of determination with respect to all

Collateral Obligations other than Defaulted Obligations, the number of years following such date

obtained by dividing (a) the sum of the products of (i) the number of years (rounded to the

nearest one-hundredth thereof) from such date of determination to the stated maturity of each

such Collateral Obligation multiplied by (ii) the outstanding principal balance of such Collateral

Obligation by (b) the aggregate remaining principal balance at such time of all Collateral

Obligations other than Defaulted Obligations.

“ S&P Weighted Average Rating Factor ”: The quotient equal to ‘A divided by B’, where:

A = the sum of the products, for all S&P CLO Specified Assets of (i) the principal

balance of the Collateral Obligation and (ii) the S&P Rating Factor of the

Collateral Obligation; and

B = the Aggregate Principal Balance of all S&P CLO Specified Assets.

“ Sale ”: The meaning specified in Section 5.17 .

“ Sale Notice ”: The meaning specified in Section 5.4 .

“ Sale Proceeds ”: All proceeds (excluding accrued interest, if any) received with respect

to Assets as a result of sales of such Assets in accordance with the restrictions described in

Article XII (or Article V , if applicable) less any reasonable expenses incurred by the Collateral

Manager, the Collateral Administrator, the Loan Agent or the Trustee (other than amounts

payable as Administrative Expenses) in connection with such sales. Sale Proceeds will include

Principal Financed Accrued Interest and Principal Financed Capitalized Interest received in

respect of such sale.

“ Secured Debt ”: The Class A Debt, the Class B Notes and the Class C Notes authorized

by, and authenticated (if applicable) and delivered under, this Indenture (as specified in Section

2.3) or, as applicable, the Class A-L Loan Agreement, together with any additional Secured Debt

issued pursuant to and in accordance with this Indenture or incurred pursuant to the Class A-L

Loan Agreement.

“ Scheduled Distribution ”: With respect to any Collateral Obligation, each payment of

principal and/or interest scheduled to be made by the related Obligor under the terms of such

Collateral Obligation (determined in accordance with the assumptions specified in Section 1.3

hereof) after (a) in the case of the initial Collateral Obligations, the Closing Date or (b) in the

case of Collateral Obligations added after the Closing Date, the related Cut-Off Date, as adjusted

pursuant to the terms of the related Underlying Documents.

“ Second Lien Loan ”: Any Loan or assignment of or Participation Interest in a Loan that:

(a) is not (and cannot by its terms become) subordinate in right of payment to any other

obligation of the Obligor of the Loan (other than with respect to trade claims, capitalized leases

or similar obligations) but which is subordinated (with respect to liquidation preferences with

respect to pledged collateral) to a Senior Secured Loan of the Obligor; (b) is secured by a valid

68

second-priority perfected security interest or lien in, to or on specified collateral (subject to

customary exceptions for permitted Liens, including, without limitation, any tax liens) securing

the Obligor’s obligations under the Second Lien Loan the value of which is adequate (in the

commercially reasonable judgment of the Collateral Manager) to repay the Loan in accordance

with its terms and to repay all other Loans of equal or higher seniority secured by a lien or

security interest in the same collateral and (c) is not secured solely or primarily by common stock

or other equity interests; provided , that the limitation set forth in this clause (c) shall not apply

with respect to a Loan made to a parent entity that is secured solely or primarily by the stock of

one or more of the subsidiaries of such parent entity to the extent that the granting by any such

subsidiary of a lien on its own property would violate law or regulations applicable to such

subsidiary (whether the obligation secured is such Loan or any other similar type of indebtedness

owing to third parties).

“ Secured Notes ”: The Class A Notes, the Class B Notes and the Class C Notes authorized

by, and authenticated and delivered under, this Indenture (as specified in Section 2.3 ), together

with any additional Secured Notes issued pursuant to and in accordance with this Indenture.

“ Secured Parties ”: The meaning specified in the Granting Clauses.

“ Securities Account Control Agreement ”: The Securities Account Control Agreement

dated as of the Closing Date among the Issuer, the Trustee and U.S. Bank National Association,

as custodian.

“ Securities Act ”: The United States Securities Act of 1933, as amended.

“ Securities Intermediary ”: The meaning specified in Section 8-102(a)(14) of the UCC.

“ Securitization Regulation ”: The EU Securitization Regulation and/or the UK

Securitization Regulation.

“ Security Entitlement ”: The meaning specified in Section 8-102(a)(17) of the UCC.

“ Selling Institution ”: The entity obligated to make payments to the Issuer under the terms

of a Participation Interest.

“ Senior Secured Loan ”: Any Loan or assignment of or Participation Interest in a Loan

that: (a) other than to the extent provided in the definition of “First-Lien Last-Out Loan,” is not

(and cannot by its terms become) subordinate in right of payment to any other obligation of the

obligor of the Loan (subject to customary exceptions for Loans secured by a first-priority

perfected security interest, including for Super-Priority Revolving Facilities); (b) is secured by a

valid first-priority perfected security interest or lien in, to or on specified collateral securing the

obligor’s obligations under the Loan (subject to customary exceptions for permitted Liens,

including, without limitation, any tax liens); (c) the value of the collateral securing the Loan at

the time of purchase together with other attributes of the obligor (including, without limitation,

its general financial condition, ability to generate cash flow available for debt service and other

demands for that cash flow) is adequate (in the commercially reasonable judgment of the

69

Collateral Manager) to repay the Loan in accordance with its terms and to repay all other Loans

of equal seniority secured by a first lien or security interest in the same collateral and (d) is not

secured solely or primarily by common stock or other equity interests; provided , that the

limitation set forth in this clause (d) shall not apply with respect to a Loan made to a parent entity

that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent

entity to the extent that the granting by any such subsidiary of a lien on its own property would

violate law or regulations applicable to such subsidiary (whether the obligation secured is such

Loan or any other similar type of indebtedness owing to third parties).

“ Significant Event ”: A “significant event” for the purposes of Article 7(1)(g) of the EU

Securitization Regulation.

“ Similar Law ”: Any federal, state, local, non-U.S. or other law or regulation that could

cause the underlying assets of the Issuer to be treated as assets of the investor in any Debt (or any

interest therein) by virtue of its interest therein and thereby subject the Issuer or the Collateral

Manager (or other Persons responsible for the investment and operation of the Issuer’s assets) to

Other Plan Law.

“ Single Tax Owner ”: A beneficial owner of Subordinated Notes that (x) is not and will

not be treated as a partnership, grantor trust or S corporation for U.S. federal income tax

purposes or (y) is a partnership, grantor trust or S corporation for U.S. federal income tax

purposes and less than 40% of the assets of which are and will be represented, directly or

indirectly, by the Subordinated Notes (and any other equity interests in the Issuer).

“ SOFR ”: With respect to any day means the secured overnight financing rate published

for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark,

(or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“ Special Priority of Payments ”: The meaning specified in Section 11.1(a)(iii) .

“ Special Redemption ”: A redemption of the Secured Debt in accordance with

Section 9.6 .

“ Special Redemption Amount ”: The meaning specified in Section 9.6 .

“ Special Redemption Date ”: The meaning specified in Section 9.6 .

“ Specified Amendment ”: With respect to any Collateral Obligation, any amendment,

waiver or modification which would:

(a) modify the amortization schedule with respect to such Collateral

Obligation in a manner that (i) reduces the dollar amount of any Scheduled Distribution

by more than the greater of (x) 25% and (y) U.S.$250,000, (ii) postpones any Scheduled

Distribution by more than two payment periods or (iii) causes the Weighted Average Life

of the applicable Collateral Obligation to increase by more than 25%;

70

(af) reduce or increase the cash interest rate payable by the Obligor thereunder

by more than 100 basis points (excluding any increase in an interest rate arising by

operation of a default or penalty interest clause under a Collateral Obligation or as a

result of an increase in the interest rate index for any reason other than such amendment,

waiver or modification);

(ag) extend the stated maturity date of such Collateral Obligation by more than

24 months or beyond the earliest Stated Maturity;

(ah) contractually or structurally subordinate such Collateral Obligation by

operation of a priority of payments, turnover provisions, the transfer of assets in order to

limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens)

on any of the underlying collateral securing such Collateral Obligation;

(ai) release any party from its obligations under such Collateral Obligation, if

such release would have a material adverse effect on the Collateral Obligation;

(aj) reduce the principal amount of the applicable Collateral Obligation;

(ak) release any material Obligor; or

(al) release any collateral securing the Collateral Obligation.

“ Specified Equity Securities ”: (i) Securities or interests (including any Margin Stock)

resulting from the exercise of a warrant, option, right of conversion, pre-emptive right, rights

offering, credit bid or similar right in connection with the workout or restructuring of a Collateral

Obligation or (ii) an equity security or interest received in connection with the workout or

restructuring of a Collateral Obligation. The acquisition of Specified Equity Securities will not

be required to satisfy the Investment Criteria.

“ Specified Obligor Information ”: The meaning specified in Section 14.15(b) .

“ Standby Directed Investment ”: Initially, Xxxxxx Xxxxxxx US Dollar Liquidity –

Institutional (which investment is, for the avoidance of doubt, an Eligible Investment); provided

that the Issuer, or the Collateral Manager on behalf of the Issuer, may by written notice to the

Trustee change the Standby Directed Investment to any other Eligible Investment of the type

described in clause (ii) of the definition of “Eligible Investments” maturing not later than the

earlier of (i) 30 days after the date of such investment (unless putable at par to the issuer thereof)

or (ii) the Business Day immediately preceding the next Payment Date (or such shorter

maturities expressly provided herein).

“ Stated Maturity ”: With respect to the Debt of any Class, the date specified as such in

Section 2.3 or as otherwise specified herein with respect to such Class of Debt.

“ Step-Down Obligation ”: An obligation or security which by the terms of the related

Underlying Documents provides for a decrease in the per annum interest rate on such obligation

or security (other than by reason of any change in the applicable index or benchmark rate used to

71

determine such interest rate) or in the spread over the applicable index or benchmark rate, solely

as a function of the passage of time; provided that an obligation or security providing for

payment of a constant rate of interest at all times after the date of acquisition by the Issuer shall

not constitute a Step-Down Obligation.

“ Step-Up Obligation ”: An obligation or security which by the terms of the related

Underlying Documents provides for an increase in the per annum interest rate on such obligation

or security, or in the spread over the applicable index or benchmark rate, solely as a function of

the passage of time; provided that an obligation or security providing for payment of a constant

rate of interest at all times after the date of acquisition by the Issuer shall not constitute a Step-

Up Obligation.

“ Structured Finance Obligation ”: Any obligation issued by a special purpose vehicle and

secured directly by, referenced to, or representing ownership of, a pool of receivables or other

financial assets of any Obligor, including collateralized debt obligations and mortgage-backed

securities.

“ Sub-Advisor ”: Xxxxxxxxx Asset Management LLC, a Delaware limited liability company.

“ Subordinated Notes ”: The Subordinated Notes issued pursuant to this Indenture and

having the characteristics specified in Section 2.3 .

“ Successor Entity ”: The meaning specified in Section 7.10 .

“ Supermajority ”: With respect to any Class of Notes, the holders of at least 66-2/3% of

the Aggregate Outstanding Amount of the Notes of such Class.

“ Super-Priority Revolving Facility ”: With respect to a Collateral Obligation, a senior

secured revolving facility incurred by the same Obligor that is prior in right of payment to such

Collateral Obligation; provided that the outstanding principal balance and unfunded

commitments of such senior secured revolving facility do not exceed 20% of the sum of (x) the

outstanding principal balance and unfunded commitments of such revolving facility, plus (y) the

outstanding principal balance of such Collateral Obligation, plus (z) the outstanding principal

balance of any other debt for borrowed money incurred by such Obligor that is pari passu with

such Collateral Obligation.

“ Synthetic Security ”: A security or swap transaction, other than a Participation Interest,

that has payments associated with either payments of interest on and/or principal of a reference

obligation or the credit performance of a reference obligation.

“ Target Initial Par Amount ”: U.S.$400,000,000.

“ Target Initial Par Condition ”: A condition satisfied as of the Effective Date if the

Aggregate Principal Balance of Collateral Obligations (i) that are held by the Issuer and (ii) of

which the Issuer has committed to purchase on such date, together with the amount of any

proceeds of prepayments, maturities or redemptions of Collateral Obligations purchased by the

72

Issuer prior to such date, without duplication, will equal or exceed the Target Initial Par Amount;

provided that for purposes of this definition, any Collateral Obligation that becomes a Defaulted

Obligation prior to the Determination Date preceding the first Payment Date shall be treated as

having a Principal Balance equal to its S&P Collateral Value.

“ Tax ”: Any tax, levy, impost, duty, charge, assessment, deduction, withholding or fee of

any nature (including interest, penalties and additions thereto) imposed by any governmental

taxing authority.

“ Tax Event ”: (i)(x) Any Obligor under any Collateral Obligation being required to deduct

or withhold from any payment under such Collateral Obligation to the Issuer for or on account of

any Tax for whatever reason and such Obligor is not required to pay to the Issuer such additional

amount as is necessary to ensure that the net amount actually received by the Issuer (free and

clear of Taxes, whether assessed against such Obligor or the Issuer) will equal the full amount

that the Issuer would have received had no such deduction or withholding occurred and (y) the

total amount of such deductions or withholdings on the Assets results in a payment by, or charge

or tax burden to, the Issuer that results or will result in the withholding of 5% or more of

Scheduled Distributions for any Collection Period, or (ii) any jurisdiction imposing net income,

profits or similar Tax on the Issuer (including, for this purpose, any Tax required to be withheld

under Section 1446 of the Code) in an aggregate amount in any Collection Period in excess of

U.S.$1,000,000.

“ Tax Jurisdiction ”: The Bahamas, Bermuda, the British Virgin Islands, the Cayman

Islands or the Channel Islands so long as each such tax advantaged jurisdiction is rated at least

“A-1” by S&P and any other tax advantaged jurisdiction as may be notified by the Collateral

Manager to S&P from time to time so long as each such other tax advantaged jurisdiction is rated

at least “A-1” by S&P.

“ Tax Redemption ”: The meaning specified in Section 9.3(a) hereof.

“ Term SOFR Administrator ”: CME Group Benchmark Administration Limited, or a

successor administrator of the Term SOFR Reference Rate selected by the Collateral Manager

with notice to the Trustee and the Collateral Administrator.

“ Term SOFR Rate ”: For any Interest Accrual Period, the greater of (a) zero and (y) the

Term SOFR Reference Rate for the Corresponding Tenor, as such rate is published by the Term

SOFR Administrator on the related Interest Determination Date; provided that the Term SOFR

Rate for the first Interest Accrual Period following the Closing Date shall equal the rate

determined by interpolating between the rate published by the Term SOFR Administrator for the

next shorter period of time for which rates are available and the rate published by the Term

SOFR Administrator for the next longer period of time for which rates are available on the

related Interest Determination Date; provided further , that if as of 5:00 p.m. (New York City

time) on any Interest Determination Date the Term SOFR Reference Rate for the Corresponding

Tenor has not been published by the Term SOFR Administrator, then the Term SOFR Rate will

be (x) the Term SOFR Reference Rate for the Corresponding Tenor as published by the Term

SOFR Administrator on the first preceding U.S. Government Securities Business Day for which

73

such Term SOFR Reference Rate for the Corresponding Tenor was published by the Term SOFR

Administrator so long as such first preceding U.S. Government Securities Business Day is not

more than five Business Days prior to such Interest Determination Date or (y) if the Term SOFR

Reference Rate cannot be determined in accordance with clause (x) of this proviso, the Term

SOFR Rate shall be the Term SOFR Reference Rate as determined on the previous Interest

Determination Date.

“ Term SOFR Reference Rate ”: The forward-looking term rate based on SOFR.

“ Third Party Credit Exposure ”: As of any date of determination, the principal balance of

each Collateral Obligation that consists of a Participation Interest.

“ Third Party Credit Exposure Limits ”: Limits that shall be satisfied if the Third Party

Credit Exposure with counterparties having the ratings below from S&P do not exceed the

percentage of the Collateral Principal Amount specified below:

S&P’s credit rating of Selling Institution	Aggregate Percentage Limit	Individual Percentage Limit
AAA	20%	20%
AA+	10%	10%
AA	10%	10%
AA-	10%	10%
A+	5%	5%
A	5%	5%
Below A	0%	0%

provided that a Selling Institution having an S&P credit rating of “A” must also have a short-

term S&P rating of “A-1” otherwise its Aggregate Percentage Limit (as indicated in the table

above) and Individual Percentage Limit (as indicated in the table above) shall be 0%.

“ Trading Plan ”: The meaning specified in Section 12.2(b) .

“ Trading Plan Period ”: The meaning specified in Section 12.2(b) .

“ Transaction Documents ”: This Indenture, the Class A-L Loan Agreement the Collateral

Management Agreement, the Collateral Administration Agreement, the Master Transfer

Agreement, the EU/UK Retention Agreement, the Securities Account Control Agreement and the

Purchase Agreement.

“ Transfer Agent ”: The Person or Persons, which may be the Issuer, authorized by the

Issuer to exchange or register the transfer of Debt.

“ Transparency Reports ”: The meaning specified in Section 10.9(a) .

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“ Treasury Regulations ”: The United States Department of Treasury regulations

promulgated under the Code.

“ Trust Officer ”: When used with respect to the Trustee or the Loan Agent, any officer of

such entity including any vice president, assistant vice president or officer of the Trustee or the

Loan Agent customarily performing functions similar to those performed by the Persons who at

the time shall be such officers, respectively, or to whom any corporate trust matter is referred at

the Corporate Trust Office because of such Person’s knowledge of and familiarity with the

particular subject and, in each case, having direct responsibility for the administration of this

transaction. When used with respect to the Collateral Administrator, any officer of such entity

including any vice president, assistant vice president or officer of the Collateral Administrator

customarily performing functions similar to those performed by the Persons who at the time shall

be such officers, respectively, or to whom any corporate trust matter is referred at the Corporate

Trust Office because of such Person’s knowledge of and familiarity with the particular subject

and, in each case, having direct responsibility for the administration of the Collateral

Administration Agreement.

“ Trustee ”: The meaning specified in the first sentence of this Indenture.

“ U.S. Government Securities Business Day ”: Any day except for (a) a Saturday, (b) a

Sunday or (c) a day on which the Securities Industry and Financial Markets Association

recommends that the fixed income departments of its members be closed for the entire day for

purposes of trading in United States government securities as indicated on the Securities Industry

and Financial Markets Association website.

“ U.S. person ”: The meaning specified in Regulation S.

“ U.S. Retention Holder ”: Xxxxxx Xxxxxxxxx Private Capital Income Fund, a Delaware

statutory trust, in its capacity as U.S. retention holder.

“ U.S. Risk Retention Rules ”: Section 15G of the Exchange Act and the rules and

regulations promulgated thereunder.

“ UCC ”: The Uniform Commercial Code as in effect in the State of New York or, if

different, the political subdivision of the United States that governs the perfection of the relevant

security interest, as amended from time to time.

“ UK Securitization Regulation ”: The EU Securitization Regulation (as applicable on

December 31, 2020) as retained as part of the domestic law of the UK by virtue of the European

Union (Withdrawal) Act 2018 (as amended), and as amended by the Securitisation (Amendment)

(EU Exit) Regulations 2019 (and as further amended from time to time).

“ UK Transparency Requirements ”: The transparency requirements under Article 7 of the

UK Securitization Regulation, as may be amended, varied or substituted from time to time.

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“ Unadjusted Benchmark Replacement Rate ”: A Benchmark Replacement Rate that does

not include a spread adjustment, or method for calculating or determining such spread

adjustment.

“ Uncertificated Security ”: The meaning specified in Section 8-102(a)(18) of the UCC.

“ Underlying Document ”: The loan agreement, credit agreement, indenture or other

customary agreement pursuant to which an Asset has been created or issued and each other

agreement that governs the terms of or secures the obligations represented by such Asset or of

which the holders of such Asset are the beneficiaries.

“ United States ” or “ U.S. ”: The United States of America, its territories and its

possessions.

“ Unregistered Securities ”: The meaning specified in Section 5.17(c) .

“ Unsecured Loan ”: A senior unsecured Loan obligation of any Person which is not (and

by its terms is not permitted to become) subordinate in right of payment to any other debt for

borrowed money incurred by the Obligor under such Loan.

“ Xxxxxxx Rule ”: Section 619 of the Xxxx-Xxxxx Act and the related implementing

regulations, as amended from time to time.

“ Warehouse Agreement ”: The credit agreement, dated as of April 19, 2022, by and

among the Issuer, as xxxxxxxx, each of the lenders from time to time party thereto, Nuveen

Xxxxxxxxx Private Capital Income Fund, as servicer, Bank of America, N.A., as administrative

agent, sole lead arranger and sole book manager, U.S. Bank Trust Company, National

Association, as collateral administrator and U.S. Bank National Association, as collateral

custodian, as amended by the amendment no. 1 to credit agreement dated as of October 4, 2022,

and as may be further amended, modified or supplemented from time to time.

“ Weighted Average Coupon ”: As of any Measurement Date, the number obtained by

dividing :

(a) the amount equal to the Aggregate Coupon; by

(am) an amount equal to the aggregate principal balance of all Fixed Rate

Obligations as of such Measurement Date (in each case including, for any Permitted

Deferrable Obligation, only the required current cash interest required by the Underlying

Documents thereon).

“ Weighted Average Floating Spread ”: As of any Measurement Date, the number obtained

by dividing : (a) the amount equal to (A) the Aggregate Funded Spread plus (B) the Aggregate

Unfunded Spread by (b) an amount equal to the aggregate principal balance of all Floating Rate

Obligations as of such Measurement Date.

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“ Weighted Average Life ”: As of any date of determination with respect to all Collateral

Obligations other than Defaulted Obligations, the number of years following such date obtained

by summing the products obtained by multiplying :

(a) the Average Life at such time of each such Collateral Obligation by (b) the

outstanding principal balance of such Collateral Obligation

and dividing such sum by:

(an) the aggregate outstanding principal balance at such time of all such

Collateral Obligations.

“ Weighted Average Life Test ”: A test satisfied on any date of determination if the

Weighted Average Life of the Collateral Obligations as of such date is less than or equal to the

value in the column entitled “Weighted Average Life Value” in the table below corresponding to

the immediately preceding Payment Date (or prior to the first Payment Date, the Closing Date).

Date (Closing Date or Payment Date in)	Weighted Average Life Value
Closing Date	8.00
January 2025	7.48
April 2025	7.23
July 2025	6.98
October 2025	6.73
January 2026	6.48
April 2026	6.23
July 2026	5.98
October 2026	5.73
January 2027	5.48
April 2027	5.23
July 2027	4.98
October 2027	4.73
January 2028	4.48
April 2028	4.23
July 2028	3.98
October 2028	3.73
January 2029	3.48
April 2029	3.23
July 2029	2.98
October 2029	2.73
January 2030	2.48
April 2030	2.23
July 2030	1.98

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October 2030	1.73
January 2031	1.48
April 2031	1.23
July 2031	0.98
October 2031	0.73
January 2032	0.48
April 2032	0.23
July 2032 (and thereafter)	0.00

“ Weighted Average Equivalent Rating Factor ”:  As of any date of determination, the

number, (rounded up to the nearest whole number) determined by: (a) summing the products of

(i) the Principal Balance of each Collateral Obligation multiplied by (ii) the Equivalent Rating

Factor of such Collateral Obligation and (b) dividing such sum by the Principal Balance of all

such Collateral Obligations.

“ Weighted Average S&P Recovery Rate ”: As of any date of determination, the number,

expressed as a percentage, obtained by summing the products obtained by multiplying the

Principal Balance of each Collateral Obligation by its corresponding recovery rate as determined

in accordance with Section 1 of  Schedule 4 hereto, dividing such sum by the Aggregate

Principal Balance of all Collateral Obligations, and rounding to the nearest tenth of a percent.

“ Workout Loan ”: Any debt obligation acquired by the Issuer resulting from, or received

or issued in connection with, an insolvency, bankruptcy, reorganization, default, workout or

restructuring or similar event of or with respect to an obligor or Collateral Obligation that, in

each case, (x) meets the requirements of the definition of “Collateral Obligation” (other than

clauses (ii), (iv), (viii), (xiv), (xv), (xvii) and (xxiv) thereof) as determined by the Collateral

Manager, (y) is no more junior in right of payment than the related Collateral Obligation that was

subject to insolvency, bankruptcy, reorganization, default, workout or restructuring or similar

event and (z) at the time of such acquisition (or commitment to acquire), the Collateral Manager

reasonably believes (not to be called into question as a result of subsequent events) that making

such investment will (i) minimize material losses in connection with the related Collateral

Obligation or (ii) otherwise improve recovery prospects with respect to the related obligor or

Collateral Obligation. Except to the extent provided above, the acquisition of Workout Loans

will not be required to satisfy the Investment Criteria. Notwithstanding anything else to the

contrary in this Indenture, a Workout Loan will be treated as a Defaulted Obligation for all

purposes under this Indenture; provided that on any Business Day as of which such Workout

Loan satisfies the definition of “Collateral Obligation” (as tested on such date and without giving

effect to any carve-outs set forth in this definition), the Collateral Manager may designate (by

written notice to the Issuer and the Collateral Administrator) such Workout Loan as a “Collateral

Obligation,” and thereafter, such Workout Loan shall be treated as a Collateral Obligation for all

purposes under this Indenture.

“ Workout Loan Payment Condition ”: A condition that is satisfied on any date of

determination if (i) the aggregate amount of Principal Proceeds (other than proceeds from a

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Contribution designated as Principal Proceeds) used to acquire a Workout Loan does not exceed

1.5% of the Target Initial Par Amount per annum, (ii) the aggregate amount of Principal

Proceeds (other than proceeds from a Contribution designated as Principal Proceeds) used to

acquire a Workout Loan, measured cumulatively since the Closing Date (or the date of any

Refinancing of all Outstanding Classes of Notes in full, as applicable), does not exceed 7.5% of

the Target Initial Par Amount, (iii) the Adjusted Collateral Principal Amount will be greater than

the Reinvestment Target Par Balance, and (iv) all Coverage Tests are satisfied.

“ Zero Coupon Bond ”: Any debt security that by its terms (a) does not bear interest for all

or part of the remaining period that it is outstanding, (b) provides for periodic payments of

interest in Cash less frequently than semi-annually or (c) pays interest only at its stated maturity.

Section I.2 Usage of Terms . With respect to all terms in this Indenture, the singular

includes the plural and the plural the singular; words importing any gender include the other

genders; references to “writing” include printing, typing, lithography and other means of

reproducing words in a visible form; references to agreements and other contractual instruments

include all amendments, modifications and supplements thereto or any changes therein entered

into in accordance with their respective terms and not prohibited by this Indenture; references to

Persons include their permitted successors and assigns; and the term “including” means

“including without limitation.” For the avoidance of doubt, (i) references to the “redemption” of

Debt will be understood to refer, in the case of the Class A-L Loans, to repayment of the Class

A-L Loans by the Issuer and (ii) references to the “issuance” of Debt or the “execution”,

“authentication” and/or “delivery” of Debt will be understood to refer, in the case of the Class A-

L Loans, to the incurrence by the Issuer of the Class A-L Loans, pursuant to the Class A-L Loan

Agreement and this Indenture.

Section I.3 Assumptions as to Assets . In connection with all calculations required to

be made pursuant to this Indenture with respect to Scheduled Distributions on any Asset, or any

payments on any other assets included in the Assets, with respect to the sale of and reinvestment

in Collateral Obligations, and with respect to the income that can be earned on Scheduled

Distributions on such Assets and on any other amounts that may be received for deposit in the

Collection Account, the provisions set forth in this Section 1.3 shall be applied. The provisions

of this Section 1.3 shall be applicable to any determination or calculation that is covered by this

Section 1.3 , whether or not reference is specifically made to Section 1.3 , unless some other

method of calculation or determination is expressly specified in the particular provision.

(a) All calculations with respect to Scheduled Distributions on the Assets

securing the Secured Debt shall be made on the basis of information as to the terms of each such

Asset and upon reports of payments, if any, received on such Asset that are furnished by or on

behalf of the issuer of such Asset and, to the extent they are not manifestly in error, such

information or reports may be conclusively relied upon in making such calculations.

(b) For purposes of calculating the Coverage Tests, except as otherwise

specified in the Coverage Tests, such calculations will not include scheduled interest and

principal payments on Defaulted Obligations unless or until such payments are actually made.

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(c) For each Collection Period and as of any date of determination, the

Scheduled Distribution on any Asset (including Current Pay Obligations but excluding Defaulted

Obligations, which, except as otherwise provided herein, shall be assumed to have a Scheduled

Distribution of zero, except to the extent any payments have actually been received) shall be the

sum of (i) the total amount of payments and collections to be received during such Collection

Period in respect of such Asset (including the proceeds of the sale of such Asset received and, in

the case of sales which have not yet settled, to be received during the Collection Period and not

reinvested in additional Collateral Obligations or Eligible Investments or retained in the

Collection Account for subsequent reinvestment pursuant to Section 12.2 ) that, if paid as

scheduled, will be available in the Collection Account at the end of the Collection Period and (ii)

any such amounts received by the Issuer in prior Collection Periods that were not disbursed on a

previous Payment Date.

(d) Each Scheduled Distribution receivable with respect to an Asset shall be

assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall

be assumed to be immediately deposited in the Collection Account to earn interest at the

Assumed Reinvestment Rate. All such funds shall be assumed to continue to earn interest until

the date on which they are required to be available in the Collection Account for application, in

accordance with the terms hereof, to payments of principal of or interest on the Debt or other

amounts payable pursuant to this Indenture. For purposes of the applicable determinations

required by Section 10.8(b)(iv) , Article XII and the definition of “ Interest Coverage Ratio ”, the

expected interest on the Secured Debt and Floating Rate Obligations will be calculated using the

then-current interest rates applicable thereto. For the avoidance of doubt, all amounts calculated

pursuant to this Section 1.3(d) are estimates and may differ from the actual amounts available to

make distributions hereunder, and no party shall have any obligation to make any payment

hereunder due to the assumed amounts calculated under this Section 1.3(d) being greater than the

actual amounts available.

(e) References in Section 11.1(a) to calculations made on a “pro forma basis”

shall mean such calculations after giving effect to all payments, in accordance with the Priority

of Payments described herein, that precede (in priority of payment) or include the clause in

which such calculation is made.

(f) For purposes of calculating all Concentration Limitations, in both the

numerator and the denominator of any component of the Concentration Limitations, Defaulted

Obligations will be treated as having a Principal Balance equal to the Defaulted Obligation

Balance.

(g) If a Collateral Obligation included in the Assets would be deemed a

Current Pay Obligation but for the applicable percentage limitation in the proviso to the

definition of “Defaulted Obligation”, then the Current Pay Obligations with the lowest Market

Value (expressed as a percentage of the Principal Balance of such Current Pay Obligations as of

the date of determination) shall be deemed Defaulted Obligations. Each such Defaulted

Obligation will be treated as a Defaulted Obligation for all purposes until such time as the

aggregate principal balance of Current Pay Obligations would not exceed, on a pro forma basis

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including such Defaulted Obligation, the applicable percentage of the Collateral Principal

Amount as set forth in the proviso to the definition of “Defaulted Obligation.”

(h) Except where expressly referenced herein for inclusion in such

calculations, Defaulted Obligations will not be included in the calculation of the Collateral

Quality Test.

(i) For purposes of calculating compliance with the Investment Criteria, upon

the direction of the Collateral Manager by notice to the Trustee and the Collateral Administrator,

any Eligible Investment representing Principal Xxxxxxxx received upon the sale or other

disposition of a Collateral Obligation shall be deemed to have the characteristics of such

Collateral Obligation until reinvested in an additional Collateral Obligation. Such calculations

shall be based upon the principal amount of such Collateral Obligation, except in the case of

Defaulted Obligations and Credit Risk Obligations, in which case the calculations will be based

upon the Principal Xxxxxxxx received on the disposition or sale of such Defaulted Obligation or

Credit Risk Obligation.

(j) For the purposes of calculating compliance with each of the Concentration

Limitations all calculations will be rounded to the nearest 0.1%. All other calculations, unless

otherwise set forth herein or the context otherwise requires, shall be rounded to the nearest ten

thousandth if expressed as a percentage (other than the Reference Rate, which shall be rounded

to the nearest hundred thousandth), and to the nearest one hundredth if expressed otherwise.

(k) For purposes of calculating the Collateral Quality Tests, DIP Collateral

Obligations will be treated as having an S&P Recovery Rate equal to the S&P Recovery Rate for

Senior Secured Loans.

(l) Notwithstanding any other provision of this Indenture to the contrary, all

monetary calculations under this Indenture shall be in Dollars.

(m) Any reference herein to an amount of the Trustee’s or the Collateral

Administrator’s fees calculated with respect to a period at a per annum rate shall be computed on

the basis of the actual number of days in the applicable Collection Period divided by 360 and

shall be based on the Fee Basis Amount (but including the par amount of all Restructured Loans,

Defaulted Obligations, Equity Securities, Specified Equity Securities and interest only strips),

measured as of the first day of the Collection Period relating to each Payment Date.

(n) For purposes of calculating compliance with any tests under this

Indenture, the trade date (and not the settlement date) with respect to any acquisition or

disposition of a Collateral Obligation or Eligible Investment shall be used to determine whether

and when such acquisition or disposition has occurred.

(o) For all purposes where expressly used in this Indenture, the “outstanding

principal balance” shall exclude capitalized interest, if any.

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(p) Except as expressly set forth herein, the “principal balance” of a

Revolving Collateral Obligation or a Delayed Drawdown Collateral Obligation shall include all

unfunded commitments that have not been irrevocably reduced or withdrawn.

(q) For purposes of calculating the Sale Proceeds of a Collateral Obligation in

sale transactions, Sale Proceeds will include any Principal Financed Accrued Interest and

Principal Financed Capitalized Interest received in respect of such sale.

(r) To the extent of any ambiguity in the interpretation of any definition or

term contained in this Indenture or to the extent more than one methodology can be used to make

any of the determinations or calculations set forth therein, in each case as reasonably determined

by a Trust Officer of the Collateral Administrator or the Trustee, the Collateral Administrator

shall request direction from the Collateral Manager as to the interpretation and/or methodology

to be used, and the Collateral Administrator shall follow such direction, and together with the

Trustee, shall be entitled to conclusively rely thereon without any responsibility or liability

therefor.

(s) To the fullest extent permitted by applicable law and notwithstanding

anything to the contrary contained in this Indenture, whenever in this Indenture the Collateral

Manager is permitted or required to make a decision in its “sole discretion,” “reasonable

discretion” or “discretion” or under a grant of similar authority or latitude, the Collateral

Manager shall be entitled to consider only such interests and factors as it desires, including its

own interests, and shall have no duty or obligation to give any consideration to any interest of or

factors affecting the Issuer, Holders or any other Person. The intent of granting authority to act in

its “ discretion ” to the Collateral Manager is that no other express consent of another party is

required to be obtained by the Collateral Manager when acting pursuant to such grant of

authority under this Indenture; provided that any action taken pursuant to such grant of discretion

is consistent with the legal, contractual and fiduciary duties owed by the Collateral Manager.

(t) With respect to any notice period set forth herein, such period may be

shortened with the consent of each party required to receive such notice.

(u) If withholding tax is imposed on amendment fees, waiver fees, consent

fees, extension fees, commitment fees or other similar fees, the calculations of the Weighted

Average Floating Spread, the Weighted Average Coupon and the Interest Coverage Test (and all

component calculations of such calculations and tests, including when such a component

calculation is calculated independently), as applicable, will be made on a net basis after taking

into account such withholding, unless the Obligor is required to make “gross-up” payments to the

Issuer that cover the full amount of any such withholding tax on an after-tax basis pursuant to the

Underlying Document with respect thereto.

(v) All calculations related to Maturity Amendments, Collateral Obligations,

Discount Obligations and the Investment Criteria (and definitions related to Maturity

Amendments, Collateral Obligations, Discount Obligations and the Investment Criteria) that

would otherwise be calculated cumulatively will be reset at zero on the date of any Refinancing

of all Outstanding Classes of Secured Debt in full.

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(w) Any direction or Issuer Order required hereunder relating to the purchase,

acquisition, sale, disposition or other transfer of any Asset may be in the form of a trade ticket,

confirmation of trade, trade blotter, instruction to post or to commit to the trade or similar

instrument or document or other written instruction (including by email or other electronic

communication or file transfer protocol) from the Collateral Manager on which the Trustee may

rely as to whether any related conditions have been satisfied.

ARTICLE I

THE DEBT

Section I.1 Forms Generally . The Notes and the Trustee’s or Authenticating Agent’s

certificate of authentication thereon (the “ Certificate of Authentication ”) shall be in substantially

the forms required by this Article, with such appropriate insertions, omissions, substitutions and

other variations as are required or permitted by this Indenture, and may have such letters,

numbers or other marks of identification and such legends or endorsements placed thereon, as

may be consistent herewith, determined by the Officer of the Issuer executing such Notes as

evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth

on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Class

A-L Loan will be evidenced by a physical certificate to the extent requested by the Class A-L

Lender pursuant to the Class A-L Loan Agreement.

Section I.2 Forms of Notes . (a) The forms of the Notes shall be as set forth in the

applicable part of Exhibit A hereto.

(a) Notes .

(i) The Secured Notes of each Class sold to Qualified Purchasers that

are not U.S. Persons outside the United States in reliance on Regulation S shall each be

issued initially in the form of one permanent Global Note per Class in definitive, fully

registered form without interest coupons substantially in the form attached as Exhibit A-1

hereto (each, a “ Regulation S Global Note ”), and shall be deposited on behalf of the

subscribers for such Notes represented thereby with the Trustee as custodian for, and

registered in the name of Cede & Co., a nominee of, DTC for the respective accounts of

Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee

or the Authenticating Agent as hereinafter provided.

(ii) Other than as set forth in the following sentence, the Secured Notes

of each Class sold to a Person that, at the time of acquisition, purported acquisition or

proposed acquisition of any such Note, are QIB/QPs shall each be issued initially in the

form of one or more permanent Global Note per Class in definitive, fully registered form

without interest coupons substantially in the form attached as Exhibit A-1 hereto (each, a

“ Rule 144A Global Note ”) and shall be deposited on behalf of the subscribers for such

Notes represented thereby with the Trustee as custodian for, and registered in the name of

Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the

Trustee or the Authenticating Agent as hereinafter provided.

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(iii) [Reserved].

(iv) The Secured Notes sold to persons that are IAI/QPs (or a

corporation, partnership, limited liability company or other entity (other than a trust),

each shareholder, partner, member or other equity owner of which is a QP) shall be

issued in the form of one or more definitive, fully registered notes without coupons

substantially in the form attached as Exhibit A-2 hereto (a “ Certificated Secured Note ”)

which shall be registered in the name of the beneficial owner or a nominee xxxxxxx, duly

executed by the Issuer and authenticated by the Trustee or Authenticating Agent as

hereinafter provided.

(v) The Subordinated Notes shall be issued in the form of one or more

definitive, fully registered notes without coupons substantially in the form attached as

Exhibit A-3 hereto (a “ Certificated Subordinated Note ”) which shall be registered in the

name of the beneficial owner or a nominee xxxxxxx, duly executed by the Issuer and

authenticated by the Trustee or Authenticating Agent as hereinafter provided.

(vi) The aggregate principal amount of the Regulation S Global Notes

and the Rule 144A Global Notes may from time to time be increased or decreased by

adjustments made on the records of the Trustee or DTC or its nominee, as the case may

be, as hereinafter provided.

(b) Book Entry Provisions . This Section 2.2(c) shall apply only to Global

Notes deposited with or on behalf of DTC.

The provisions of the “Operating Procedures of the Euroclear System” of

Euroclear and the “Terms and Conditions Governing Use of Participants” of Clearstream,

respectively, will be applicable to the Global Notes insofar as interests in such Global Notes are

held by the Agent Members of Euroclear or Clearstream, as the case may be.

Agent Members shall have no rights under this Indenture with respect to any

Global Notes held on their behalf by the Trustee, as custodian for DTC, and DTC may be treated

by the Issuer, the Trustee, and any agent of the Issuer or the Trustee as the absolute owner of

such Note for all payment purposes whatsoever, and for all other purposes except as provided in

Section 14.2(e) . Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the

Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification,

proxy or other authorization furnished by DTC or impair, as between DTC and its Agent

Members, the operation of customary practices governing the exercise of the rights of a Holder

of any Note.

(c) CUSIPs . As an administrative convenience or in connection with a Re-

Pricing of the Notes, the Issuer or the Issuer’s agent may obtain a separate CUSIP or separate

CUSIPs (or similar identifying numbers) for all or a portion of any Class of Notes.

Section I.3 Authorized Amount; Stated Maturity; Denominations .  The aggregate

principal amount of Debt that may be authenticated and delivered under this Indenture or the

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Class A-L Loan Agreement is limited to U.S.$398,700,000 (except for (i) Debt authenticated and

delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt pursuant to

Section 2.5 , Section 2.6 , Section 2.12 or Section 8.5 of this Indenture, (ii) additional securities

issued in accordance with Sections 2.13 and 3.2 or additional loans incurred pursuant to the Class

A-L Loan Agreement and (iii) Deferred Interest with respect to the Class C Notes).

Such Debt shall be divided into the Classes, having the designations, original principal

amounts and other characteristics as follows:

Class Designation	Class A Notes	Class A-L Loans	Class B Notes	Class C Notes	Subordinated Notes
Original Principal Amount (1)	U.S. $197,000,000	U.S. $35,000,000 (2)	U.S.$48,000,000	U.S.$26,000,000	U.S.$92,700,000
Stated Maturity	Payment Date in July 2036	Payment Date in July 2036	Payment Date in July 2036	Payment Date in July 2036	Payment Date in July 2036
Interest Rate (3) :	Reference Rate + 1.70%	Reference Rate + 1.70%	Reference Rate + 1.95%	Reference Rate + 2.55%	N/A
Initial S&P Rating:	“AAA (sf)”	“AAA (sf)”	“AA (sf)”	“A (sf)”	N/A
Priority Class(es)	None	None	A, A-L	A, A-L, B	A, A-L, B, C
Junior Class(es)	B, C, Subordinated	B, C, Subordinated	C, Subordinated	Subordinated	None
Pari Passu Class(es)	A-L (4)	A (4)	None	None	None
Interest deferrable	No	No	No	Yes	N/A
Re-Pricing Eligible Notes	No	No	No	Yes	N/A
ERISA Restricted Notes	No	No	No	No	Yes
Xxx S Eligible	Yes	Yes	Yes	Yes	No
Form	Book-Entry (Physical for IAIs)	Registered Loans	Book-Entry (Physical for IAIs)	Book-Entry (Physical for IAIs)	Physical

____________________

(1) As of the Closing Date.

(2) The Class A-L Loans shall not be exchangeable or convertible into Class A Notes and the Class A Notes shall not be

exchangeable or convertible into Class A-L Loans at any time.

(3) The Reference Rate for calculating interest on the Secured Debt will initially be the Term SOFR Rate, and will be calculated

as set forth under Section 2.7 hereof. An Alternative Rate may be adopted as a replacement for the Term SOFR Rate

following a Benchmark Transition Event. From and after any such Alternative Rate is adopted, all references to the “ Term

SOFR Rate ” in respect of determining the Interest Rate on the Secured Debt will be deemed to be such Alternative Rate.

The spread over the Reference Rate with respect to the Re-Pricing Eligible Debt may be reduced in connection with a Re-

Pricing of such Class of Debt, subject to the conditions set forth in Section 9.7 .

(4) Interest on the Class A Debt will be pari passu. Upon the occurrence and continuance of an Event of Default and an

acceleration (that has not been rescinded and annulled) of the Secured Debt as provided herein, or to the extent payments are

made in accordance with the Debt Payment Sequence, principal of the Class A Debt will be pari passu.

85

The Debt shall be held in the Minimum Denominations. Debt shall only be transferred or

resold in compliance with the terms of this Indenture (and/or the Class A-L Loan Agreement, as

applicable).

Section I.4 Execution, Authentication, Delivery and Dating . The Notes shall be

executed on behalf of the Issuer by one of its Officers. The signature of such Officer on the

Notes may be manual, facsimile or electronic.

Notes bearing the manual, facsimile or electronic signatures of individuals who were at

the time of execution Officers of the Issuer, shall bind the Issuer, notwithstanding the fact that

such individuals or any of them have ceased to hold such offices prior to the authentication and

delivery of such Notes or did not hold such offices at the date of issuance of such Notes.

At any time and from time to time after the execution and delivery of this Indenture, the

Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for

authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate

and deliver such Notes as provided herein and not otherwise.

Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon

Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are

authenticated and delivered after the Closing Date for any other purpose under this Indenture

shall be dated the date of their authentication.

Notes issued upon transfer, exchange or replacement of other Notes shall be issued in

authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so

transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding

Amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than

one Note in accordance with this Article II , the original principal amount of such Note shall be

proportionately divided among the Notes delivered in exchange therefor and shall be deemed to

be the original Aggregate Outstanding Amount of such subsequently issued Notes.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for

any purpose, unless there appears on such Note a Certificate of Authentication, substantially in

the form provided for herein, executed by the Trustee or by the Authenticating Agent by the

manual signature of one of their authorized signatories, and such Certificate of Authentication

upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly

authenticated and delivered hereunder.

Section I.5 Registration, Registration of Transfer and Exchange . (a) The Issuer

shall cause to be kept a register (the “ Note Register ”) at the Corporate Trust Office of the Trustee

in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for

the registration of Notes (including the principal amount and stated interest thereon) and the

registration of transfers of Notes. The Trustee is hereby initially appointed “Note Registrar” for

the purpose of registering Notes and transfers of such Notes with respect to the Note Register

maintained in the United States as herein provided. Upon any resignation or removal of the Note

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Registrar, the Issuer shall promptly appoint a successor or, in the absence of such appointment,

assume the duties of Note Registrar.

If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer

will give the Trustee prompt written notice of the appointment of a Note Registrar and of the

location, and any change in the location, of the Note Register, and the Trustee shall have the

right to inspect the Note Register at all reasonable times and to obtain copies thereof and the

Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by

an Officer thereof as to the names and addresses of the Holders of the Notes and the principal or

face amounts and numbers of such Notes. Upon request at any time the Note Registrar shall

provide to the Issuer, the Collateral Manager, the Initial Purchaser, the Co-Placement Agent or

any Holder a current list of Holders as reflected in the Note Register.

Subject to this Section 2.5 and Section 2.12 , upon surrender for registration of transfer of

any Notes at the office or agency of the Issuer to be maintained as provided in Section 7.2 , the

Issuer shall execute, and the Trustee shall authenticate, or cause the Authenticating Agent to

authenticate, and deliver, in the name of the designated transferee or transferees, one or more

new Notes of any authorized denomination and of a like aggregate principal or face amount. At

any time, upon request of the Issuer, the Collateral Manager, the Initial Purchaser, the Co-

Placement Agent, the Trustee shall provide such requesting Person a list of Holders of the Notes,

and each Holder is deemed to agree by acceptance of its Note that the Note Registrar shall not

have any liability with respect to the release of any information with respect to such Holder to

any such requesting Person.

In addition, when permitted under this Indenture, the Issuer, the Trustee and the

Collateral Manager shall be entitled to rely upon any certificate of ownership provided to the

Trustee by a beneficial owner of a Note (including a Beneficial Ownership Certificate or a

certificate in the form of Exhibit D ) and/or other forms of reasonable evidence of such ownership

as to the names and addresses of such beneficial owner and the Classes, principal amounts and

CUSIP numbers of Notes beneficially owned thereby. At any time, upon request of the Issuer,

the Collateral Manager, the Initial Purchaser, the Co-Placement Agent, the Trustee shall provide

such requesting Person a copy of each Beneficial Ownership Certificate that the Trustee has

received (unless otherwise directed by such beneficial owner).

At the option of the Holder, Notes may be exchanged for Notes of like terms, in any

authorized denominations and of like aggregate principal amount, upon surrender of the Notes to

be exchanged at such office or agency. Whenever any Note is surrendered for exchange, the

Issuer shall execute, and the Trustee shall authenticate, or request the Authenticating Agent to

authenticate, and deliver, the Notes that the Holder making the exchange is entitled to receive.

All Notes issued, authenticated and delivered upon any registration of transfer or

exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt (to the

extent they evidence debt), and entitled to the same benefits under this Indenture as the Notes

surrendered upon such registration of transfer or exchange.

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Every Note presented or surrendered for registration of transfer or exchange shall be duly

endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Note

Registrar duly executed by the Holder thereof or his attorney duly authorized in writing with

such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the

Note Registrar, which requirements include membership or participation in the Securities

Transfer Agents Medallion Program (“ STAMP ”) or such other “signature guarantee program” as

may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in

accordance with the Exchange Act.

No service charge shall be made to a Holder for any registration of transfer or exchange

of Notes, but the Trustee or the Note Registrar may require payment of a sum sufficient to cover

any transfer, tax or other governmental charge payable in connection therewith. The Trustee or

the Note Registrar shall be permitted to request such evidence reasonably satisfactory to it

documenting the identity, authority, and/or signatures of the transferor and transferee.

(a) No Note may be sold or transferred (including, without limitation, by

pledge or hypothecation) unless such sale or transfer is exempt from the registration

requirements of the Securities Act, is exempt from the registration requirements under applicable

state securities laws and will not cause either of the Issuer to become subject to the requirement

that it register as an investment company under the 1940 Act.

(b) No transfer of any Subordinated Note (or any interest therein) will be

effective, and no such transfer will be recognized, if after giving effect to such transfer 25% or

more of the Aggregate Outstanding Amount of the Subordinated Notes would be held by Persons

who are Benefit Plan Investors as calculated pursuant to 29 C.F.R. Section 2510.3-101, as

modified by Section 3(42) of ERISA (the “ 25% Limitation ”). For purposes of these calculations

and all other calculations required by this sub-section, any Notes of the Issuer held by a Person

(other than a Benefit Plan Investor) who is a Controlling Person shall be disregarded and not

treated as Outstanding. The Trustee shall be entitled to rely exclusively upon the information set

forth on the face of the transfer certificates received pursuant to the terms of this Section 2.5 and

Section 2.12 and only Notes that a Trust Officer of the Trustee actually knows to be so held shall

be so disregarded .

(c) [Reserved].

(d) Notwithstanding anything contained herein to the contrary, the Trustee

shall not be responsible for ascertaining whether any transfer complies with, or for otherwise

monitoring or determining compliance with, the registration provisions of or any exemptions

from the Securities Act, applicable state securities laws or the applicable laws of any other

jurisdiction, ERISA, the Code, the 1940 Act, or the terms hereof; provided that if a transfer

certificate is specifically required by the terms of this Section 2.5 and Section 2.12 to be

provided to the Trustee by a prospective transferor or transferee, the Trustee shall be under a

duty to receive and examine the same to determine whether or not the certificate substantially

conforms on its face to the applicable requirements of this Indenture and shall promptly notify

the party delivering the same and the Issuer if such certificate does not comply with such terms.

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(e) Transfers of Global Notes shall only be made in accordance with

Section 2.2(b) , this Section 2.5(f) and Section 2.12 .

(i) Rule 144A Global Note to Regulation S Global Note. If a holder of

a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time

to exchange its interest in such Rule 144A Global Note for an interest in the

corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A

Global Note to a Person who wishes to take delivery thereof in the form of an interest in

the corresponding Regulation S Global Note, such holder ( provided that such holder or,

in the case of a transfer, the transferee is a Qualified Purchaser that is not a U.S. person)

may, subject to the immediately succeeding sentence and the rules and procedures of

DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an

equivalent beneficial interest in the corresponding Regulation S Global Note. Upon

receipt by the Note Registrar of (A) instructions given in accordance with DTC’s

procedures from an Agent Member directing the Note Registrar to credit or request to be

credited a beneficial interest in the corresponding Regulation S Global Note, but not less

than the Minimum Denomination applicable to such holder’s Notes, in an amount equal

to the beneficial interest in the Rule 144A Global Note to be exchanged or transferred,

(B) a written order given in accordance with DTC’s procedures containing information

regarding the participant account of DTC and the Euroclear or Clearstream account to be

credited with such increase, (C) a certificate in the form of Exhibit B-1 attached hereto

given by the holder of such beneficial interest stating that the exchange or transfer of such

interest has been made in compliance with the transfer restrictions applicable to the

Global Notes, including that the holder or the transferee, as applicable, is a Qualified

Purchaser that is not a U.S. person and is purchasing such beneficial interest in reliance

on Regulation S, and (D) a written certification in the form of Exhibit B-7 attached hereto

given by the transferee in respect of such beneficial interest stating, among other things,

that such transferee is a Qualified Purchaser that is not a U.S. person and is purchasing

such beneficial interest outside the United States in reliance on Regulation S, then the

Note Registrar shall confirm the instructions at DTC to reduce the principal amount of

the Rule 144A Global Note and to increase the principal amount of the Regulation S

Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A

Global Note to be exchanged or transferred, and to credit or request to be credited to the

securities account of the Agent Member specified in such instructions a beneficial interest

in the corresponding Regulation S Global Note equal to the reduction in the principal

amount of the Rule 144A Global Note.

(ii) Regulation S Global Note to Rule 144A Global Note. If a holder of

a beneficial interest in a Regulation S Global Note deposited with DTC wishes at any

time to exchange its interest in such Regulation S Global Note for an interest in the

corresponding Rule 144A Global Note or to transfer its interest in such Regulation S

Global Note to a Person who wishes to take delivery thereof in the form of an interest in

the corresponding Rule 144A Global Note, such holder may, subject to the immediately

succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC,

as the case may be, exchange or transfer, or cause the exchange or transfer of, such

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interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note.

Upon receipt by the Note Registrar of (A) instructions from Euroclear, Clearstream and/

or DTC, as the case may be, directing the Note Registrar to request to be credited a

beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the

beneficial interest in such Regulation S Global Note, but not less than the Minimum

Denomination applicable to such holder’s Notes to be exchanged or transferred, such

instructions to contain information regarding the participant account with DTC to be

credited with such increase, (B) a certificate in the form of Exhibit B-4 attached hereto

given by the holder of such beneficial interest and stating, among other things, that, in the

case of a transfer, the Person transferring such interest in such Regulation S Global Note

reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is

a QIB/QP, is obtaining such beneficial interest in a transaction meeting the requirements

of Rule 144A and in accordance with any applicable securities laws of any state of the

United States or any other jurisdiction and (C) a written certification in the form of

Exhibit B -6 attached hereto given by the transferee in respect of such beneficial interest

stating, among other things, that such transferee is a QIB/QP, then the Note Registrar will

approve the instructions at DTC to reduce, or request to be reduced, the Regulation S

Global Note by the aggregate principal amount of the beneficial interest in the Regulation

S Global Note to be transferred or exchanged and the Note Registrar shall instruct DTC,

concurrently with such reduction, to credit or request to be credited to the securities

account of the Agent Member specified in such instructions a beneficial interest in the

corresponding Rule 144A Global Note equal to the reduction in the principal amount of

the Regulation S Global Note.

(iii) Global Note to Certificated Note. Subject to Section 2.10(a) , if a

holder of a beneficial interest in a Global Note deposited with DTC wishes at any time to

exchange its interest or transfer its interest in such Global Note to a Person who wishes to

take delivery thereof in the form of a corresponding Certificated Note, such holder may,

subject to the immediately succeeding sentence and the rules and procedures of

Euroclear, Clearstream and/or DTC, as the case may be, transfer, or cause the transfer of,

such interest for a Certificated Note. Upon receipt by the Note Registrar of (A)

certificates substantially in the form of Exhibit B-2 attached hereto executed by the

transferee and (B) appropriate instructions from DTC, if required, the Note Registrar will

confirm the instructions at DTC to reduce, or request to be reduced, the Global Note by

the aggregate principal amount of the beneficial interest in the Global Note to be

transferred and record the transfer in the Note Register in accordance with Section 2.5(a)

and upon execution by the Issuer, authentication by the Trustee or the Authenticating

Agent and delivery by the Trustee of one or more corresponding Certificated Notes,

registered in the names specified in the instructions described in clause (B) above, in

principal amounts designated by the transferee (the aggregate of such principal amounts

being equal to the aggregate principal amount of the interest in such Global Note

transferred by the transferor), and in authorized denominations.

(f) Transfers of Certificated Notes shall only be made in accordance with

Section 2.2(b) , this Section 2.5(g) and Section 2.12 .

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(i) Certificated Notes to Rule 144A Global Notes or Regulation S

Global Notes . If a Holder of a Certificated Note wishes at any time to exchange its

interest in such Certificated Note for a beneficial interest in a corresponding Rule 144A

Global Note or Regulation S Global Note or to transfer such Certificated Note to a Person

who wishes to take delivery thereof in the form of a beneficial interest in a corresponding

Rule 144A Global Note or Regulation S Global Note, such Holder may, subject to the

immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream

and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer

of, such Certificated Note for a beneficial interest in a corresponding Rule 144A Global

Note or Regulation S Global Note. Upon receipt by the Note Registrar of (A) a Holder’s

Certificated Note properly endorsed for assignment to the transferee, (B) a certificate

substantially in the form of Exhibit B-1 or Exhibit B-4 (as applicable) attached hereto

executed by the transferor and a certificate substantially in the form of Exhibit B-6 or

Exhibit B-7 (as applicable) attached hereto executed by the transferee, (C) instructions

given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may

be, from an Agent Member to instruct DTC to request to be credited a beneficial interest

in the applicable Rule 144A Global Notes or Regulation S Global Notes in an amount

equal to the Certificated Notes to be transferred or exchanged, and (D) a written order

given in accordance with DTC’s procedures containing information regarding the Agent

Member’s account at DTC and/or Euroclear or Clearstream to be credited with such

increase, the Note Registrar shall cancel such Certificated Note in accordance with

Section 2.9 , record the transfer in the Note Register in accordance with Section 2.5(a) and

confirm the instructions at DTC, concurrently with such cancellation, to credit or request

to be credited to the securities account of the Agent Member specified in such

instructions a beneficial interest in the corresponding Rule 144A Global Note or

Regulation S Global Note equal to the principal amount of the Certificated Note

transferred or exchanged.

(ii) [Reserved] .

(iii) Certificated Notes to Certificated Notes . If a Holder of a

Certificated Note wishes at any time to exchange such Certificated Note for one or more

Certificated Notes or to transfer such Certificated Note to a Person who wishes to take

delivery thereof in the form of a Certificated Note, such Holder may exchange or transfer,

or cause the exchange or transfer of, such Certificated Note. Upon receipt by the Note

Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to the

transferee, and (B) certificates substantially in the form of Exhibit B-2 and, in the case of

a transfer or exchange of ERISA Restricted Notes, Exhibit B-3 and Exhibit B-5 attached

hereto executed by the transferee, the Note Registrar shall cancel such Certificated Note

in accordance with Section 2.9 , record the transfer in the Note Register in accordance

with Section 2.5(a) and upon execution by the Issuer, authentication by the Trustee or the

Authenticating Agent and delivery by the Trustee, deliver one or more Certificated Notes

bearing the same designation as the Certificated Note endorsed for transfer, registered in

the names specified in the assignment described in clause (A) above, in principal amounts

designated by the transferee (the aggregate of such principal amounts being equal to the

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aggregate principal amount of the Certificated Note surrendered by the transferor), and in

authorized denominations.

(g) If Notes are issued upon the transfer, exchange or replacement of Notes

bearing the applicable legends set forth in the applicable part of Exhibit A hereto, and if a request

is made to remove such applicable legend on such Notes, the applicable legend shall not be

removed unless there is delivered to the Trustee and the Issuer such satisfactory evidence, which

may include an Opinion of Counsel acceptable to them, as may be reasonably required by the

Issuer (and which shall by its terms permit reliance by the Trustee), to the effect that neither such

applicable legend nor the restrictions on transfer set forth therein are required to ensure that

transfers thereof comply with the provisions of the Securities Act, the 1940 Act, ERISA or the

Code. Upon provision of such satisfactory evidence, the Trustee or its Authenticating Agent, at

the written direction of the Issuer shall, after due execution by the Issuer authenticate and deliver

Notes that do not bear such applicable legend.

(h) Each Person who becomes a beneficial owner of Notes represented by an

interest in a Global Note will be deemed to have represented and agreed as follows (except as

may be expressly agreed in writing between such Person and the Issuer, if such Person is an

initial purchaser, which writing shall be provided to the Trustee):

(i) In connection with the purchase of such Notes: (A) none of the Issuer, the

Collateral Manager, the Initial Purchaser, the Co-Placement Agent, the Trustee, the Collateral

Administrator or any of their respective affiliates is acting as a fiduciary or financial or

investment adviser for such beneficial owner; (B) such beneficial owner is not relying (for

purposes of making any investment decision or otherwise) upon any advice, counsel or

representations (whether written or oral) of the Issuer, the Collateral Manager, the Trustee, the

Loan Agent, the Initial Purchaser, the Co-Placement Agent, the Collateral Administrator or any

of their respective affiliates other than any statements in the final Offering Circular for such

Notes, and such beneficial owner has read and understands such final Offering Circular

(including, without limitation, the descriptions therein of the structure of the transaction in which

the Notes are being issued and the risks to purchasers of the Notes); (C) such beneficial owner

has consulted with its own legal, regulatory, tax, business, investment, financial and accounting

advisors to the extent it has deemed necessary and has made its own investment decisions

(including decisions regarding the suitability of any transaction pursuant to this Indenture) based

upon its own judgment and upon any advice from such advisors as it has deemed necessary and

not upon any view expressed by the Issuer, the Collateral Manager, the Trustee, the Initial

Purchaser, the Co-Placement Agent, the Collateral Administrator or any of their respective

affiliates; (D) such beneficial owner is either (1) (in the case of a beneficial owner of an interest

in a Rule 144A Global Note) both (a) a QIB that is not a broker-dealer which owns and invests

on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are not affiliated

persons of the dealer and is not a plan referred to in paragraph (a)(1)(d) or (a)(1)(e) of Rule 144A

or a trust fund referred to in paragraph (a)(1)(f) of Rule 144A that holds the assets of such a plan,

if investment decisions with respect to the plan are made by beneficiaries of the plan and (b) a

“qualified purchaser” for purposes of Section 3(c)(7) of the 1940 Act or an entity (other than a

trust) owned exclusively by “qualified purchasers” or (2) (in the case of a beneficial owner of an

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interest in a Regulation S Global Note) a Qualified Purchaser and is acquiring the Notes in

reliance on the exemption from registration provided by Regulation S; (E) such beneficial owner

is acquiring its interest in such Notes for its own account and not with a view to the resale,

distribution or other disposition thereof in violation of the Securities Act; (F) such beneficial

owner was not formed for the purpose of investing in such Notes; (G) such beneficial owner

understands that the Issuer may receive a list of participants holding interests in the Notes from

one or more book-entry depositories, (H) such beneficial owner will hold and transfer at least the

Minimum Denomination of such Notes; (I) such beneficial owner is a sophisticated investor and

is purchasing the Notes with a full understanding of all of the terms, conditions and risks thereof,

and is capable of and willing to assume those risks; and (J) such beneficial owner will provide

notice of the relevant transfer restrictions, representations, warranties and agreements to

subsequent transferees.

(i) Such beneficial owner represents, warrants and agrees that for the

Class A Notes, the Class B Notes and the Class C Notes, (A) if it is, or is acting on behalf

of, a Benefit Plan Investor, its acquisition, transfer, holding and disposition of such Notes

(or any interest therein) will not constitute or result in a non-exempt prohibited

transaction under Section 406 of ERISA or Section 4975 of the Code and (B) if such

Person is a governmental, non-electing church, non-U.S. or other plan subject to any

Other Plan Law, such Person’s acquisition, transfer, holding and disposition of such

Notes (or any interest therein) will not constitute or result in a violation of any such Other

Plan Law.

(ii) If such beneficial owner is a Benefit Plan Investor, then it is

deemed to represent, warrant and agree that: (i) none of the Issuer, the Initial Purchaser,

the Co-Placement Agent, the Collateral Manager, the Retention Holder, the Trustee or the

Collateral Administrator, nor any of their respective affiliates, has provided any

individualized investment advice to it, or any fiduciary or other person investing the

assets of the Benefit Plan Investor (“ Plan Fiduciary ”), in connection with its decision to

invest in the Notes, and they are not otherwise undertaking to act as a fiduciary, as

defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Benefit Plan

Investor or the Plan Fiduciary in connection with the Benefit Plan Investor’s acquisition

of Notes; and (ii) the Plan Fiduciary is exercising its own independent judgment in

evaluating the transaction.

(iii) Such beneficial owner understands that such Notes are being

offered only in a transaction not involving any public offering in the United States within

the meaning of the Securities Act, such Notes have not been and will not be registered

under the Securities Act, and, if in the future such beneficial owner decides to offer,

resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold,

pledged or otherwise transferred only in accordance with the provisions of this Indenture

and the legend on such Notes. Such beneficial owner acknowledges that no representation

has been made as to the availability of any exemption under the Securities Act or any

state securities laws for resale of such Notes. Such beneficial owner understands that

none of the Issuer or the pool of Assets has been registered under the 1940 Act, and that

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the Issuer is exempt from registration as such by virtue of Section 3(c)(7) of the 1940

Act.

(iv) Such beneficial owner is aware that, except as otherwise provided

herein, any Notes being sold to it in reliance on Regulation S will be represented by one

or more Regulation S Global Notes and that beneficial interests therein may be held only

through DTC for the respective accounts of Euroclear or Clearstream.

(v) Such beneficial owner agrees to the provisions of Section 2.12 , to

the extent applicable to such beneficial owner.

(vi) [Reserved].

(vii) Such beneficial owner agrees not to institute or seek to institute

against, or join any other person in instituting against, the Issuer a bankruptcy proceeding

before a year and a day has elapsed since the payment in full to the Holders of the Debt

issued pursuant to this Indenture or, if longer, the applicable preference period (plus one

day) then in effect.

(viii) Such beneficial owner agrees that (a)(i) the express terms of this

Indenture govern the rights of the holders to direct the commencement of a Proceeding

against any Person, (ii) this Indenture contains limitations on the rights of the holders to

direct the commencement of any such Proceeding, and (iii) each beneficial owner shall

comply with such express terms if it seeks to direct the commencement of any such

Proceeding, (b) there are no implied rights under this Indenture to direct the

commencement of any such Proceeding, and (c) notwithstanding any provision of this

Indenture, or any provision of the Notes, the Collateral Administration Agreement or of

any other agreement, the Issuer shall be under no duty or obligation of any kind to the

Holders (or of any interest therein), or any of them, to institute any legal or other

proceedings of any kind, against any person or entity, including, without limitation, the

Trustee, the Collateral Manager, the Collateral Administrator or the Calculation Agent.

(ix) Such beneficial owner agrees that the Issuer, or the Re-Pricing

Intermediary on behalf of the Issuer, may enter into binding commitments to sell and

transfer all Notes of a Re-Priced Class held by non-consenting holders pursuant to this

Indenture, and if such beneficial owner is a non-consenting holder, it agrees to sell and

transfer its Notes in accordance with the provisions of this Indenture and hereby

irrevocably appoints the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, as

its true and lawful agent and attorney-in-fact (with full power of substitution) in its name,

place and stead and at its expense, in connection with such sale and transfer, and agrees

to cooperate with the Issuer, the Re-Pricing Intermediary on behalf of the Issuer, or the

Trustee to effect such sale and transfers.

(x) Such beneficial owner will provide notice to each Person to whom

it proposes to transfer any interest in the Notes of the transfer restrictions, representations,

warranties and agreements set forth in this Indenture.

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(xi) [Reserved].

(xii) Each Person who becomes an owner of a Certificated Note will be

required to make the representations and agreements set forth in Exhibit B-2 or Exhibit

B-3 , as applicable.

(j) Each purchaser or transferee of a Subordinated Note (or any interest

therein) will be required to represent and warrant (A) whether or not, for so long as it holds such

Notes or interest therein, it is, or is acting on behalf of, a Benefit Plan Investor or a Controlling

Person and (B) that (1) if it is, or is acting on behalf of, a Benefit Plan Investor, its acquisition,

transfer, holding and disposition of such Notes (or any interest therein) will not constitute or

result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the

Code or (2) if it is a governmental, non-electing church, non-U.S. or other plan, (i) it is not, and

for so long as it holds such Notes or interest therein will not be, subject to Similar Law, and (ii)

its acquisition, transfer, holding and disposition of such Notes (or any interest therein) will not

constitute or result in a violation of any Other Plan Law.

(k) Any purported transfer of a Note not in accordance with this Section 2.5

shall be null and void and shall not be given effect for any purpose whatsoever.

(l) To the extent required by the Issuer, as determined by the Issuer or the

Collateral Manager on behalf of the Issuer, the Issuer may, upon written notice to the Trustee,

impose additional transfer restrictions on the Notes to comply with the Uniting and

Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism Act of 2001 or the Code and other similar laws or regulations, including, without

limitation, requiring each transferee of a Note to make representations to the Issuer in connection

with such compliance.

(m) The Note Registrar, the Trustee and the Issuer shall be entitled to

conclusively rely on the information set forth on the face of any purchaser, transferor and

transferee certificate delivered pursuant to this Section 2.5 and shall be able to presume

conclusively the continuing accuracy thereof, in each case without further inquiry or

investigation. Notwithstanding anything in this Indenture to the contrary, the Trustee shall not be

required to obtain any certificate specifically required by the terms of this Section 2.5 if the

Trustee is not notified of or in a position to know of any transfer requiring such a certificate to be

presented by the proposed transferor or transferee.

(n) For the avoidance of doubt, notwithstanding anything in this Indenture to

the contrary, each of the Initial Purchaser and the Co-Placement Agent may hold a position in a

Regulation S Global Note prior to the distribution of the applicable Notes represented by such

position.

Section I.6 Mutilated, Defaced, Destroyed, Lost or Stolen Note . If (a) any mutilated

or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to the Issuer, the

Trustee and the relevant Transfer Agent evidence to their reasonable satisfaction of the

destruction, loss or theft of any Note, and (b) there is delivered to the Issuer, the Trustee and such

95

Transfer Agent such security or indemnity as may be required by them to save each of them

harmless, then, in the absence of notice to the Issuer, the Trustee or such Transfer Agent that

such Note has been acquired by a protected purchaser, the Issuer shall execute and, upon Issuer

Order, the Trustee shall authenticate, or cause the Authenticating Agent to authenticate, and

deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Note, a new

Note, of like tenor (including the same date of issuance) and equal principal or face amount,

registered in the same manner, dated the date of its authentication, bearing interest from the date

to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Note and

bearing a number not contemporaneously outstanding.

If, after delivery of such new Note, a protected purchaser of the predecessor Note

presents for payment, transfer or exchange such predecessor Note, the Issuer, the Transfer Agent

and the Trustee shall be entitled to recover such new Note from the Person to whom it was

delivered or any Person taking therefrom, and shall be entitled to recover upon the security or

indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the

Issuer, the Trustee and the Transfer Agent in connection therewith.

In case any such mutilated, defaced, destroyed, lost or stolen Note has become due and

payable, the Issuer in their discretion may, instead of issuing a new Note pay such Note without

requiring surrender thereof except that any mutilated or defaced Note shall be surrendered.

Upon the issuance of any new Note under this Section 2.6 , the Issuer may require the

payment by the Holder thereof of a sum sufficient to cover any tax or other governmental charge

that may be imposed in relation thereto and any other expenses (including the fees and expenses

of the Trustee) connected therewith.

Every new Note issued pursuant to this Section 2.6 in lieu of any mutilated, defaced,

destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the

Issuer and such new Note shall be entitled, subject to the second paragraph of this Section 2.6 , to

all the benefits of this Indenture equally and proportionately with any and all other Notes of the

same Class duly issued hereunder.

The provisions of this Section 2.6 are exclusive and shall preclude (to the extent lawful)

all other rights and remedies with respect to the replacement or payment of mutilated, defaced,

destroyed, lost or stolen Notes.

Section I.7 Payment of Principal and Interest and Other Amounts; Principal and

Interest Rights Preserved .  (a) The Debt of each Class shall accrue interest during each Interest

Accrual Period at the applicable Interest Rate and such interest will be payable in arrears on each

Payment Date on the Aggregate Outstanding Amount (and, with respect to the Class C Notes,

any Deferred Interest thereon, as applicable, as described below)  thereof on the first day of the

related Interest Accrual Period (after giving effect to payments of principal thereof on such date)

at the applicable Interest Rate from the Closing Date, and shall accrue for each period (including

the first and last days thereof) specified in the definition of the term Interest Accrual Period and

be payable in arrears on each Payment Date, except as otherwise set forth below. Payment of

interest on each Class of Debt (other than the Class A Debt) (and payments of available Interest

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Proceeds to the Holders of the Subordinated Notes) will be subordinated to the payment of

interest on each related Priority Class as provided in Section 11.1 . So long as any Priority Class

is Outstanding with respect to the Class C Notes, any payment of interest due on the Class C

Notes which is not available to be paid (“ Deferred Interest ”) in accordance with the Priority of

Payments on any Payment Date shall not be considered “due and payable” for the purposes of

Section 5.1(a) (and the failure to pay such interest shall not be an Event of Default) until the

earliest of (i) the Payment Date on which funds are available to pay such Deferred Interest in

accordance with the Priority of Payments, (ii) the Redemption Date with respect to the

Deferrable Notes and (iii) the Stated Maturity of the Deferrable Notes. Deferred Interest on the

Class C Notes shall be payable on the first Payment Date on which funds are available to be used

for such purpose in accordance with the Priority of Payments, but in any event no later than the

earlier of the Payment Date (i) which is the Redemption Date with respect to the Class C Notes

and (ii) which is the Stated Maturity of the Class C Notes. Regardless of whether any Priority

Class is Outstanding with respect to the Class C Notes, to the extent that funds are not available

on any Payment Date (other than the Redemption Date with respect to, or Stated Maturity of, the

Class C Notes) to pay previously accrued Deferred Interest, such previously accrued Deferred

Interest will not be due and payable on such Payment Date and any failure to pay such previously

accrued Deferred Interest on such Payment Date will not be an Event of Default.  Interest will

cease to accrue on the Debt, or in the case of a partial repayment, on such repaid part, from the

date of repayment. To the extent lawful and enforceable, interest on any interest that is not paid

when due on any Class A Debt or Class B Notes, or if no Class A Debt or Class B Notes are

Outstanding, any Class C Notes shall accrue at the Interest Rate for such Class until paid as

provided herein.

(a) The principal of each Class of Secured Debt matures at par and is due and

payable on the date of the Stated Maturity for the applicable Class, unless such principal has

been previously repaid or unless the unpaid principal of such Secured Debt becomes due and

payable at an earlier date by declaration of acceleration, call for redemption or otherwise.

Notwithstanding the foregoing, the payment of principal of each Class of Secured Debt (and

distributions of Principal Proceeds to the Holders of the Subordinated Notes) may only occur in

accordance with the Priority of Payments. Payments of principal on any Class of Secured Debt

(and distributions on Principal Proceeds to the Holders of the Subordinated Notes) which are not

paid, in accordance with the Priority of Payments, on any Payment Date (other than the Payment

Date which is the Stated Maturity of such Class of Secured Debt or any Redemption Date),

because of insufficient funds therefor shall not be considered “due and payable” for purposes of

Section 5.1(a) until the Payment Date on which such principal may be paid in accordance with

the Priority of Payments or all Priority Classes with respect to such Class have been paid in full.

(b) Principal payments on the Debt will be made in accordance with the

Priority of Payments and Article IX .

(c) The Paying Agent shall require the previous delivery of properly

completed and signed applicable tax certifications (generally, in the case of U.S. federal income

tax, an IRS Form W-9 (or applicable successor form) in the case of a “United States person” as

defined in section 7701(a)(30) of the Code or, in the case of the Secured Debt, the appropriate

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IRS Form W-8 (or applicable successor form) (together with all appropriate attachments) in the

case of a Person that is not a “United States person” as defined in section 7701(a)(30) of the

Code) or other certification acceptable to it to enable the Issuer, the Trustee and any Paying

Agent to determine their duties and liabilities with respect to any taxes or other charges that they

may be required to pay, deduct or withhold from payments in respect of such Debt or the Holder

or beneficial owner of such Debt under any present or future law or regulation of the United

States, any other jurisdiction or any political subdivision thereof or taxing authority therein or to

comply with any reporting or other requirements under any such law or regulation and the

delivery of any information required under FATCA to determine if payments by the Issuer are

subject to withholding. The Issuer shall not be obligated to pay any additional amounts to the

Holders or beneficial owners of the Debt as a result of deduction or withholding for or on

account of any present or future taxes, duties, assessments or governmental charges with respect

to the Debt. Nothing herein shall be construed to obligate the Paying Agent or the Trustee to

determine the duties or liabilities of the Issuer or any other paying agent with respect to any tax

certification or withholding requirements, or any tax certification or withholding requirements of

any jurisdiction, political subdivision or taxing authority outside the United States.

(d) Payments in respect of interest on and principal of any Secured Notes and

any payment with respect to any Subordinated Note shall be made by the Trustee in Dollars to

DTC or its designee with respect to a Global Note, to the Holder or its nominee with respect to a

Certificated Note, by wire transfer, as directed by such Person, in immediately available funds to

a Dollar account maintained by DTC or its nominee with respect to a Global Note, to the Holder

or its nominee with respect to a Certificated Note; provided that in the case of a Certificated Note

(1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before

the related Record Date and (2) if appropriate instructions for any such wire transfer are not

received by the related Record Date, then such payment shall be made by check drawn on a U.S.

bank mailed to the address of the Holder specified in the Note Register. Upon final payment due

on the Maturity of any Notes, the Holder thereof shall present and surrender such Note at the

Corporate Trust Office of the Trustee or at the office of any Paying Agent on or prior to such

Maturity; provided that if the Trustee and the Issuer shall have been furnished such security or

indemnity as may be required by them to save each of them harmless and an undertaking

thereafter to surrender such certificate, then, in the absence of notice to the Issuer or the Trustee

that the applicable Note has been acquired by a protected purchaser, such final payment shall be

made without presentation or surrender. None of the Issuer, the Trustee, the Loan Agent, the

Collateral Manager, nor any Paying Agent will have any responsibility or liability for any aspects

of the records (or for maintaining, supervising or reviewing such records) maintained by DTC,

Euroclear, Clearstream or any of the Agent Members or any of their nominees relating to or for

payments made thereby on account of beneficial interests in a Global Note. In the case where any

final payment of principal and interest is to be made on any Debt (other than on the Stated

Maturity thereof), the Trustee or the Loan Agent, as applicable, in the name and at the expense of

the Issuer shall prior to the date on which such payment is to be made, mail (by first class mail,

postage prepaid) to the Persons entitled thereto at their addresses appearing in the applicable

Register, a notice which shall specify the date on which such payment will be made and the place

where such Debt may, as applicable, be presented and surrendered for such payment.

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(e) Payments of principal to Holders of the Secured Debt of each Class shall

be made in the proportion that the Aggregate Outstanding Amount of the Secured Debt of such

Class registered in the name of each such Holder on the applicable Record Date bears to the

Aggregate Outstanding Amount of all Secured Debt of such Class on such Record Date.

Payments to the Holders of the Subordinated Notes from Interest Proceeds and Principal

Proceeds shall be made in the proportion that the Aggregate Outstanding Amount of the

Subordinated Notes registered in the name of each such Holder on the applicable Record Date

bears to the Aggregate Outstanding Amount of all Subordinated Notes on such Record Date.

(f) Interest accrued with respect to the Secured Debt shall be calculated on the

basis of the actual number of days elapsed in the applicable Interest Accrual Period divided by

360.

(g) All reductions in the principal amount of any Debt (or one or more

predecessor Debt instruments, as applicable) effected by payments of installments of principal

made on any Payment Date or Redemption Date shall be binding upon all future Holders of such

Debt and of any Debt issued or incurred upon the registration of transfer thereof or in exchange

therefor or in lieu thereof, whether or not such payment is noted on such Debt instrument.

(h) Notwithstanding any other provision of this Indenture or the Class A-L

Loan Agreement, the obligations of the Issuer under the Debt and this Indenture and the Class A-

L Loan Agreement are limited recourse obligations of the Issuer payable solely from the Assets

and following realization of the Assets, and application of the proceeds thereof in accordance

with this Indenture, all obligations of and any claims against the Issuer hereunder or in

connection herewith after such realization shall be extinguished and shall not thereafter revive.

No recourse shall be had against any officer, director, manager, partner, member, employee,

shareholder, authorized Person or incorporator of either the Issuer, the Collateral Manager or

their respective affiliates, successors or assigns for any amounts payable under the Debt or this

Indenture. It is understood that the foregoing provisions of this paragraph (i) shall not (i) prevent

recourse to the Assets for the sums due or to become due under any security, instrument or

agreement which is part of the Assets or (ii) constitute a waiver, release or discharge of any

indebtedness or obligation evidenced by the Debt or secured by this Indenture until such Assets

have been realized. It is further understood that the foregoing provisions of this paragraph (i)

shall not limit the right of any Person to name the Issuer as a party defendant in any Proceeding

or in the exercise of any other remedy under the Debt or this Indenture or the Class A-L Loan

Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal

liability shall be asked for or (if obtained) enforced against any such Person or entity. The

Subordinated Notes are not secured hereunder.

(i) Subject to the foregoing provisions of this Section 2.7 , each Note

delivered under this Indenture and upon registration of transfer of or in exchange for or in lieu of

any other Note shall carry the rights to unpaid interest and principal (or other applicable amount)

that were carried by such other Note.

Section I.8 Persons Deemed Owners . The Issuer, the Trustee, and any agent of the

Issuer or the Trustee shall treat as the owner of any Debt the Person in whose name such Debt is

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registered in the Note Register or Loan Register, as applicable, on the applicable Record Date for

the purpose of receiving payments of principal of and interest on such Debt and on, other than as

otherwise expressly provided in this Indenture, any other date for all other purposes whatsoever

(whether or not such Debt are overdue), and neither the Issuer nor the Trustee, or any agent of

the Issuer or the Trustee shall be affected by notice to the contrary.

Section I.9 Cancellation . All Debt surrendered for payment, registration of transfer,

exchange or redemption, or deemed lost or stolen, shall be promptly canceled by the Trustee and

may not be reissued or resold. No Debt may be surrendered (including any surrender in

connection with any abandonment thereof) except for payment as provided by the Constituting

Documents, or for registration of transfer or exchange in accordance with this Article II or

redemption in accordance with Article IX hereof (and, in the case of Special Redemption, a

Mandatory Redemption, or an Optional Redemption in part by Class, only to the extent that such

Special Redemption, Mandatory Redemption, Clean-Up Call Redemption or Optional

Redemption results in payment in full of the applicable Class of Debt), or for replacement in

connection with any Debt deemed lost or stolen. The Issuer may not purchase any of the Debt;

provided that such prohibition shall not be deemed to limit the Issuer’s rights or obligations

relating to any redemption of the Debt permitted or required hereunder. Any Debt surrendered

for cancellation as permitted by this Section 2.9 shall, if surrendered to any Person other than the

Trustee or the Loan Agent, be delivered to the Trustee or the Loan Agent, as applicable. No

Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this

Section 2.9 , except as expressly permitted by this Indenture. All canceled Debt held by the

Trustee or the Loan Agent shall be destroyed or held by the Trustee or the Loan Agent, as

applicable, in accordance with its standard retention policy unless the Issuer shall direct by an

Issuer Order received prior to destruction that they be returned to it.

Section I.10 DTC Ceases to be Depository .  (a) Any Global Note deposited with DTC

pursuant to Section 2.2 shall be transferred in the form of a corresponding Certificated Note to

the beneficial owners thereof (as instructed by DTC) only if (A) such transfer complies with

Section 2.5 of this Indenture and (B) either (x)(i) DTC notifies the Issuer that it is unwilling or

unable to continue as depository for such Global Note, or (ii) DTC ceases to be a Clearing

Agency registered under the Exchange Act and, in each case, a successor depository is not

appointed by the Issuer within 90 days after receiving notice of such event or (y) an Event of

Default has occurred and is continuing and such transfer is requested by any beneficial owner of

an interest in such Global Note.

(a) Any Global Note that is transferable in the form of a corresponding

Certificated Note to the beneficial owner thereof pursuant to this Section 2.10 shall be

surrendered by DTC to the Trustee’s Corporate Trust Office to be so transferred, in whole or

from time to time in part, without charge, and the Issuer shall execute and the Trustee shall

authenticate, or cause the Authenticating Agent to authenticate, and deliver, upon such transfer

of each portion of such Global Note, an equal aggregate principal amount of definitive physical

certificates (pursuant to the instructions of DTC) in authorized denominations. Any Certificated

Note delivered in exchange for an interest in a Rule 144A Global Note or Regulation S Global

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Note shall, except as otherwise provided by Section 2.5 , bear the legends set forth in the

applicable Exhibit A and shall be subject to the transfer restrictions referred to in such legends.

(b) Subject to the provisions of sub-section (b) of this Section 2.10 , the Holder

of a Global Note may grant proxies and otherwise authorize any Person, including Agent

Members and Persons that may hold interests through Agent Members, to take any action which

such Holder is entitled to take under this Indenture or the Notes.

(c) In the event of the occurrence of any of the events specified in sub-section

(a) of this Section 2.10 , the Issuer will promptly make available to the Trustee a reasonable

supply of Certificated Notes.

If Certificated Notes are not so issued by the Issuer to such beneficial owners of

interests in Global Notes as required by sub-section (a) of this Section 2.10 , the Issuer expressly

acknowledges that the beneficial owners shall be entitled to pursue any remedy that the Holders

of a Global Note would be entitled to pursue in accordance with ARTICLE V of this Indenture

(but only to the extent of such beneficial owner’s interest in the Global Note) as if corresponding

Certificated Notes had been issued; provided that the Trustee shall be entitled to rely upon any

certificate of ownership provided by such beneficial owners (including a certificate in the form

of Exhibit D ) and/or other forms of reasonable evidence of such ownership.

Neither the Trustee nor the Note Registrar shall be liable for any delay in the

delivery of directions from the DTC, as depository, and may conclusively rely on, and shall be

fully protected in relying on, such direction as to the names of the beneficial owners in whose

names such Certificated Notes shall be registered or as to delivery instructions for such

Certificated Notes.

Section I.11 Non-Permitted Holders .  (a) Notwithstanding anything to the contrary

elsewhere herein, any transfer of a beneficial interest in any Notes to (i) a U.S. person that is not

a QIB/QP (other than, solely in the case of Notes issued as Certificated Notes, a U.S. person that

is an Institutional Accredited Investor and is also a Qualified Purchaser (or a corporation,

partnership, limited liability company or other entity (other than a trust), each shareholder,

partner, member or other equity owner of which is a Qualified Purchaser) and solely in the case

of the Subordinated Notes, other Accredited Investors that are Knowledgeable Employees with

respect to the Issuer), (ii) a non-U.S. person that is not a Qualified Purchaser or (iii) in the case of

the Subordinated Notes, a person not treated as a “United States person” as defined in section

7701(a)(30) of the Code, shall in either case be null and void and any such purported transfer of

which the Issuer or the Trustee shall have notice may be disregarded by the Issuer and the

Trustee for all purposes. In addition, the acquisition of Notes by a Non-Permitted Holder under

Section 2.11(b) shall be null and void ab initio .

(a) If any (i) U.S. person that is not a QIB/QP (other than (x) solely in the

case of Notes issued as Certificated Notes, a U.S. person that is an Institutional Accredited

Investor and is also a Qualified Purchaser (or a corporation, partnership, limited liability

company or other entity (other than a trust), each shareholder, partner, member or other equity

owner of which is a Qualified Purchaser) and (y) solely in the case of Subordinated Notes, a U.S.

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person that is an Accredited Investor that is also a Knowledgeable Employee with respect to the

Issuer) or (ii) non-U.S. person that is not a Qualified Purchaser shall, in either case, become the

Holder or beneficial owner of an interest in any Notes (any such Person a “ Non-Permitted

Holder ”), the acquisition of such Notes by such Holder shall be null and void ab initio . The

Issuer (or the Collateral Manager acting on behalf of the Issuer) shall, promptly after discovery

that such Person is a Non-Permitted Holder by the Issuer or the Trustee (or upon notice to the

Issuer from the Trustee if a Trust Officer of the Trustee obtains actual knowledge), send notice to

such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest in the

Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within

30 days after the date of such notice. If such Non-Permitted Holder fails to so transfer such

Notes, the Issuer or the Collateral Manager acting for the Issuer shall have the right, without

further notice to the Non-Permitted Holder, to sell such Notes or interest in such Notes to a

purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer

may choose. The Issuer, or the Collateral Manager acting on behalf of the Issuer, may, but is not

required to, select the purchaser by soliciting one or more bids from one or more brokers or other

market professionals that regularly deal in securities similar to the Notes and selling such Notes

to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts,

funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled

to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by

any other means determined by it in its sole discretion. The Holder of each Note, the Non-

Permitted Holder and each other Person in the chain of title from the Holder to the Non-

Permitted Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the

Issuer, the Collateral Manager and the Trustee to effect such transfers. The proceeds of such sale,

net of any commissions, expenses and taxes due in connection with such sale shall be remitted to

the Non-Permitted Holder. The terms and conditions of any sale under this sub-section shall be

determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the

Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of

any such sale or the exercise of such discretion.

(b) If any Person shall become the beneficial owner of a Note (or any interest

therein) who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor,

Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 that is

subsequently shown to be false or misleading or whose beneficial ownership otherwise causes a

violation of the 25% Limitation (any such Person a “ Non-Permitted ERISA Holder ”), the Issuer

(or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such

Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the

Trustee (if a Trust Officer of the Trustee obtains actual knowledge, in which case the Trustee

agrees to notify the Issuer of such discovery), send notice to such Non-Permitted ERISA Holder

demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes (or

any interest therein) held by such Person to a Person that is not a Non-Permitted ERISA Holder

within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so

transfer such Notes (or its interest therein), the Issuer shall have the right, without further notice

to the Non-Permitted ERISA Holder, to sell such Non-Permitted ERISA Holder’s Notes (or

interest therein) to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder

on such terms as the Issuer may choose. The Issuer, or the Collateral Manager on behalf of the

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Issuer, may, but is not required to, select the purchaser by soliciting one or more bids from one or

more brokers or other market professionals that regularly deal in securities similar to the Notes

and selling such Notes (or interest therein) to the highest such bidder. The Holder of each Note

(or any interest therein), the Non-Permitted ERISA Holder and each other Person in the chain of

title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of the Notes (or any

interest therein), agrees to cooperate with the Issuer and the Trustee to effect such transfers. The

proceeds of such sale, net of any commissions, expenses and taxes due in connection with such

sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale

under this sub-section shall be determined in the sole discretion of the Issuer, and none of the

Issuer, the Trustee, the Loan Agent or the Collateral Manager shall be liable to any Person

having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Section I.12 Tax Treatment and Tax Certifications .

(a) Each Holder will treat the Issuer and the Notes as described in the

“ Certain U.S. Federal Income Tax Considerations ” section of the Offering Circular for all U.S.

federal, state and local income tax purposes and will take no action inconsistent with such

treatment unless required by law.

(b) Each Holder will timely furnish the Issuer, the Trustee and their respective

agents with any tax forms or certifications (including, without limitation, IRS Form W-9, an

applicable IRS Form W-8 (together with all applicable attachments), or any successors to such

IRS forms) that the Issuer or its agents reasonably request (A) to permit the Issuer, the Trustee

and their respective agents to make payments to the Holder without, or at a reduced rate of,

deduction or withholding, (B) to enable the Issuer and its agents to qualify for a reduced rate of

withholding or deduction in any jurisdiction from or through which they receive payments, and

(C) to enable the Issuer, the Trustee and their respective agents to satisfy reporting and other

obligations under any applicable law or regulation (including any cost basis reporting

obligation), and will update or replace such tax forms or certifications in accordance with their

terms or subsequent amendments. Each Holder acknowledges that the failure to provide, update

or replace any such tax forms or certifications may result in the imposition of withholding or

back-up withholding on payments to the Holder.

(c) Each Holder of a Note (or interest therein) will be deemed (and may be

required) to represent and agree that:

(i) in the case of the Class A Notes, the Class B Notes or the Class C

Notes, if it is not a “United States person” (as defined in Section 7701(a)(30) of the

Code),

(A) it:

(1) is not a bank (or an entity affiliated with a bank)

extending credit pursuant to a loan agreement entered into in the ordinary

course of its trade or business (within the meaning of Section 881(c)(3)(A)

of the Code);

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(2) is not a “10 percent shareholder” with respect to the

Issuer (or, for so long as the Subordinated Notes are held by a single

Holder, such Holder of the Subordinated Notes) within the meaning of

Section 871(h)(3) or Section 881(c)(3)(B) of the Code; and

(3) is not a “controlled foreign corporation” that is

related to any Holders of the Subordinated Notes within the meaning of

Section 881(c)(3)(C) of the Code; or

(B) it has provided an IRS Form W-8ECI representing that all

payments received or to be received by it from the Issuer are effectively

connected with its conduct of a trade or business in the United States and

includible in its gross income; or

(C) it is eligible for benefits under an income tax treaty with the

United States that eliminates U.S. federal income tax of payments on the Notes;

and

(ii) it will provide the Issuer and the Trustee with certifications

necessary to establish that it is not subject to U.S. federal withholding tax under FATCA;

and

(iii) if it is a Holder of Notes, for U.S. federal income tax purposes, it is

not a member of an “expanded group” (as defined in Treasury Regulations

Section 1.385-1(c)(4)) with respect to which a Holder of Subordinated Notes is a

“covered member” (as defined in Treasury Regulations Section 1.385-1(c)(2)), except to

the extent that the Issuer or its agents have provided such Holder with an express waiver

of this representation; and

(iv) in the case of the Subordinated Notes:

(A) it is a “United States person” within the meaning of

Section 7701(a)(30) of the Code, and will provide a properly completed and

signed IRS Form W-9 (or applicable successor form). It understands and

acknowledges that failure to provide the Issuer or the Trustee with the applicable

tax certifications may result in withholding or back-up withholding from

payments to it in respect of the Subordinated Notes; and

(B) it acknowledges and agrees that no Subordinated Note (or

interest therein) may be acquired, and no Holder of a Subordinated Note may sell,

transfer, assign, participate, pledge or otherwise dispose of, transfer or convey in

any manner a Subordinated Note (or any interest therein) or other equity interest

in the Issuer or cause a Subordinated Note or other equity interest in the Issuer to

be marketed, (1) on or through (x) a United States national, regional or local

securities exchange, (y) a foreign securities exchange or (z) an interdealer

quotation system that regularly disseminates firm buy or sell quotations or (2) if

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such acquisition would cause the combined number of Holders of Subordinated

Notes and any equity interests in the Issuer to be held by more than 90 persons;

and

(C) it acknowledges and agrees that it will not enter into any

financial instrument the payments on which are, or the value of which is,

determined in whole or in part by reference to such Notes or other equity interests

in the Issuer (including the amount of distributions on such Notes or such equity

interests, the value of the Issuer’s assets, or the result of the Issuer’s operations),

or any contract that otherwise is described in Treasury Regulations

Section  1.7704-1(a)(2)(i)(B); and

(D) it acknowledges and agrees that no Subordinated Note (or

interest therein) may be acquired or owned by any person that is classified for

U.S. federal income tax purposes as a partnership, subchapter S corporation or

grantor trust unless (1)(x) none of the direct or indirect Holders of any interest in

such person have more than 40% of the value of its interest in such person

attributable to the aggregate interest of such person in the combined value of the

Subordinated Notes and any other equity interests of the Issuer held by such

person and (y) a principal purpose of the arrangement involving the investment of

such person in any Subordinated Notes (or any other equity interests in the Issuer)

is not and will not be to permit any partnership to satisfy the 100 partner

limitation of Section  1.7704-1(h)(1)(ii) of the regulations under the Code; or (2)

the Issuer must otherwise determine that the Holder will not cause the Issuer to be

unable to rely on the “private placement” safe harbor of Treasury Regulations

Section  1.7704-1(h); and

(E) it may not transfer all or any portion of the Subordinated

Notes unless: (1) the person to which it transfers such Subordinated Notes agrees

to be bound by the restrictions, conditions, representations, warranties, and

covenants set forth in this Indenture and this clause (iv), and (2) such transfer does

not violate this clause (iv).

Any transfer made in violation of this clause (iv), or that otherwise

would cause the Issuer to be unable to rely on the “private placement” safe harbor

of Treasury Regulations Section 1.7704-1(h), will be void and of no force or

effect, and shall not bind or be recognized by the Issuer or any other person, and

no person to which such Subordinated Notes are transferred shall become a

Holder unless such person agrees to be bound by this clause (iv). However,

notwithstanding the immediately preceding sentence, a transfer in violation of

provisions (B), (C), (D), or (E) shall be permitted if the Issuer obtains written

advice of Winston & Xxxxxx LLP, or receives an opinion of another nationally

recognized tax counsel, that the transfer will not cause the Issuer to be treated as a

“publicly traded partnership” taxable as a corporation for U.S. federal income tax

purposes.

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(d) In the event such beneficial owner owns less than 100% of the

Subordinated Notes, it will not acquire Subordinated Notes if such acquisition would cause it to

own 100% of the Subordinated Notes.

(e) In the event such beneficial owner owns 100% of the Subordinated Notes,

such beneficial owner will not sell, transfer, assign, participate, pledge or otherwise dispose of

any Note unless it obtains written advice of Xxxxxxx & Xxxxxx LLP, or an opinion of another

nationally recognized tax counsel, that such sale, transfer, assignment, participation, pledge or

disposition will not cause the Issuer to be treated as a “publicly traded partnership” taxable as a

corporation for U.S. federal income tax purposes.

(f) Each Holder of Subordinated Notes hereby agrees to take any and all

actions, and to furnish any and all information, requested by the Issuer in order to permit the

Issuer to minimize any tax liability that would otherwise be imposed on the Issuer under

Section 6225 of the Code, or any successor provision, including (if requested by the Issuer) by (i)

filing amended tax returns to take into account any adjustment to the amount of any item of

income, gain, loss, deduction, or credit of the Holder, or of any Person’s distributive share

thereof, and (ii) providing the Issuer with any information necessary for the Issuer to (x)

establish the amount of any tax liability resulting from any such adjustment and (y) elect (in

accordance with Section 6226 of the Code, or any successor provision) for each Holder to take

any such adjustment into account directly. To the fullest extent permitted by law, each Holder of

Subordinated Notes xxxxxx agrees to indemnify the Issuer for the Holder’s allocable share of any

applicable tax liability of any type whatsoever (including any liability for penalties, additions to

tax or interest) attributable to such Xxxxxx’s share of the income of the Issuer or attributable to

distributions to such Holder.

Section I.13 Additional Issuance .  (a) At any time during the Reinvestment Period (or,

in the case of a Risk Retention Issuance or an issuance solely of additional Subordinated Notes

and/or Junior Mezzanine Notes, at any time), the Issuer may issue and sell (i) additional Debt of

each Class (on a pro rata basis with respect to each Class of Debt or, if additional Class A Debt

is not being issued, on a pro rata basis for all Classes that are subordinate to the Class A Debt)

and/or (ii) additional Subordinated Notes and/or additional debt of any one or more new classes

of Debt that are fully subordinated to the existing Secured Debt (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 Debt and the

Subordinated Notes is then Outstanding) (such additional notes described in clause (ii), the

“ Junior Mezzanine Notes ”); provided that the following conditions are met:

(i) (A) each of the Collateral Manager and the Retention Holder

consents to such issuance, (B) if additional Class A Debt is being issued, a Majority of

the Class A Debt consents to such issuance and (C) such issuance is approved by a

Majority of the Subordinated Notes; provided that no consent pursuant to clause (A) or

(B) shall be required with respect to any additional issuance if (x) such additional

issuance is effected, in the sole discretion of the Collateral Manager, in order to permit

the Collateral Manager or the sponsor of the Issuer under the Risk Retention Rules to

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comply with the Risk Retention Rules and (y) such additional debt is held by the sponsor

of the Issuer or such sponsor’s majority-owned affiliate (as each such term is defined in

the U.S. Risk Retention Rules) (such issuance, a “ Risk Retention Issuance ”)

(ii) except in connection with a Risk Retention Issuance, the aggregate

principal amount of Debt of any Class issued in all additional issuances shall not exceed

100% of the Aggregate Outstanding Amount of the Debt of such Class on the Closing

Date;

(iii) the terms of the Debt issued must be identical to the respective

terms of previously issued Debt of the applicable Class (except that the interest due on

additional Secured Debt will accrue from the issue date of such additional Secured Debt

and the spread over the Reference Rate and the price of such additional Secured Debt do

not have to be identical to those of the initial Secured Debt of that Class; provided that

the Interest Rate on such additional Secured Debt must not exceed the Interest Rate

applicable to the initial Secured Debt of that Class unless the S&P Rating Condition is

satisfied);

(iv) the proceeds of any additional Secured Debt (net of fees and

expenses incurred in connection with such issuance) will be treated as Principal Proceeds

and the proceeds of any additional Subordinated Notes and/or Junior Mezzanine Notes

(net of fees and expenses incurred in connection with such issuance and any concurrent

Refinancing or Re-Pricing) will be treated as Principal Proceeds, and in each case where

so treated, used to purchase additional Collateral Obligations or as otherwise permitted

hereunder, or, solely with respect to the proceeds of any Junior Mezzanine Notes or any

additional Subordinated Notes, be treated as Interest Proceeds (if so designated by the

Collateral Manager as permitted hereunder) or applied in accordance with any other

Permitted Use;

(v) except in connection with a Risk Retention Issuance, the

Overcollateralization Ratio with respect to each Class of Debt is not reduced after giving

effect to such issuance;

(vi) written advice of Winston & Xxxxxx LLP or an opinion of tax

counsel of nationally recognized standing in the United States experienced in such

matters will be delivered to the Issuer (with a copy to the Trustee and the Loan Agent), in

form and substance satisfactory to the Collateral Manager, to the effect that (1) such

additional issuance will not result in the Issuer becoming subject to U.S. federal tax with

respect to its net income (including any withholding tax liability under Section 1446 of

the Code) or becoming a publicly traded partnership taxable as a corporation for U.S.

federal income tax purposes and (2) any additional Class A Notes, Class A-L Loans,

Class B Notes and Class C Notes will be treated as indebtedness for U.S. federal income

tax purposes; provided that the opinion described above in clause (2) will not be required

with respect to any additional Debt that bears a different securities identifier from the

Debt of the same Class that is Outstanding at the time of the additional issuance;

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(vii) such issuance is accomplished in a manner that allows the

Independent accountants of the Issuer to accurately provide the tax information relating

to original issue discount required to be provided to the holders of Secured Notes

(including the additional Notes that constitute Secured Notes);

(viii) prior notice of such additional issuance has been provided by the

Issuer to S&P;

(ix) the Retention Holder commits to acquire such additional

Subordinated Notes as may be required to satisfy the Risk Retention Rules following the

additional issuance;

(x) except in connection with a Risk Retention Issuance, no Event of

Default shall have occurred and be continuing; and

(xi) an officer’s certificate of the Issuer is delivered to the Trustee

stating that the foregoing conditions (i) through (x) have been satisfied.

(a) Unless such additional issuance is a Risk Retention Issuance, any

additional Debt of any Class issued as described above will, to the extent reasonably practicable,

be offered first to Holders of that Class in such amounts as are necessary to preserve their pro

rata holdings of Debt of such Class.

(b) Notwithstanding anything set forth herein to the contrary, the Issuer may

also issue additional debt in connection with a Refinancing of all Classes of Secured Debt, which

issuance will not be subject to the conditions of this Section 2.13 but will be subject only to the

requirements described under Section 9.2 hereof.  Additional Debt in the form of Class A-L

Loans will be incurred under the Class A-L Loan Agreement, and not issued hereunder.

Section I.14 Conversion of Class A-L Loans to Class A Notes .   The Class A-L

Lenders may not convert or exchange any portion of the Class A-L Loans into Class A Notes and

the Class A Notes shall not be exchangeable or convertible into Class A-L Loans at any time.

ARTICLE II

CONDITIONS PRECEDENT

Section II.1 Conditions to Issuance of Debt on Closing Date . The Notes to be issued

on the Closing Date may be executed by the Issuer and delivered to the Trustee for

authentication and thereupon the same shall be authenticated by the Trustee or the Authenticating

Agent and delivered by the Trustee upon Issuer Order and upon receipt by the Trustee of the

following:

(a) Officer’s Certificate of the Issuer Regarding Corporate Matters . An

Officer’s certificate of the Issuer (i) evidencing the authorization by Issuer Resolution of the

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execution and delivery of this Indenture, the Class A-L Loan Agreement, the Collateral

Management Agreement, the Collateral Administration Agreement and related transaction

documents and the execution, authentication and delivery of the Notes applied for by it and the

incurrence of the Class A-L Loans, (ii) specifying the Stated Maturity, principal amount and

Interest Rate, as applicable, of each Class of Debt to be authenticated and delivered, and (iii)

certifying that (A) the attached copy of the Issuer Resolution is a true and complete copy thereof,

(B) such Issuer Resolution has not been rescinded and is in full force and effect on and as of the

Closing Date and (C) the Officers authorized to execute and deliver such documents hold the

offices and have the signatures indicated thereon.

(b) Governmental Approvals . From the Issuer either (i) a certificate of the

Issuer or other official document evidencing the due authorization, approval or consent of any

governmental body or bodies, at the time having jurisdiction in the premises, together with an

Opinion of Counsel of the Issuer that no other authorization, approval or consent of any

governmental body is required for the valid issuance of the Debt or (ii) an Opinion of Counsel of

the Issuer that no such authorization, approval or consent of any governmental body is required

for the valid issuance of such Debt except as has been given.

(c) Opinions . Opinions of (i) Xxxxx Xxxxxxx LLP, counsel to the Trustee and

the Collateral Administrator, (ii) Winston & Xxxxxx LLP, special U.S. counsel to the Issuer, the

Collateral Manager and the Retention Holder, and (iii) Xxxxxxxx, Xxxxxx & Xxxxxx, P.A.,

Delaware counsel to the Issuer, each dated the Closing Date.

(d) Officer’s Certificate of the Issuer Regarding Indenture . An Officer’s

certificate of the Issuer stating that, to the best of the signing Officer’s knowledge, the Issuer is

not in default under this Indenture and that the issuance of the Debt will not result in a default or

a breach of any of the terms, conditions or provisions of, or constitute a default under, its

organizational documents, any indenture or other agreement or instrument to which it is a party

or by which it is bound, or any order of any court or administrative agency entered in any

Proceeding to which it is a party or by which it may be bound or to which it may be subject; that

all conditions precedent provided herein relating to the authentication and delivery of the Debt

applied for by it have been complied with; and that all expenses due or accrued with respect to

the Offering of such Debt or relating to actions taken on or in connection with the Closing Date

have been paid or reserves therefor have been made. The Officer’s certificate of the Issuer shall

also state that, to the best of the signing Officer’s knowledge, all of the Issuer’s representations

and warranties contained herein are true and correct as of the Closing Date.

(e) Transaction Documents . An executed counterpart of each of this

Indenture, the Collateral Management Agreement, the Securities Account Control Agreement,

the Collateral Administration Agreement and the EU/UK Retention Agreement.

(f) Certificate of the Collateral Manager . A Responsible Officer’s certificate

of the Collateral Manager, dated as of the Closing Date, to the effect that immediately before the

Delivery of the Collateral Obligations on the Closing Date:

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(i) each Collateral Obligation satisfies the requirements of the

definition of “Collateral Obligation”; and

(ii) the Aggregate Principal Balance of the Collateral Obligations

which the Issuer owns as of the Closing Date or for which the Issuer has entered into

binding commitments to purchase on or prior to the Closing Date is at least the amount

indicated in the Closing Date Certificate.

(g) Grant of Collateral Obligations . Contemporaneously with the issuance and

sale of the Debt on the Closing Date, the Grant pursuant to the Granting Clauses of this Indenture

of all of the Issuer’s right, title and interest in and to the Collateral Obligations pledged to the

Trustee for inclusion in the Assets on the Closing Date shall be effective, and Delivery of such

Collateral Obligations (including each promissory note and all other Underlying Documents

related thereto to the extent received by the Issuer) as contemplated by Section 3.3 shall have

been effected.

(h) Certificate of the Issuer Regarding Assets . An Officer’s certificate of the

Issuer, dated as of the Closing Date, to the effect that:

(i) in the case of each Collateral Obligation pledged to the Trustee for

inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof

(or immediately after Delivery thereof, in the case of clause (E)(2) below) on the Closing

Date:

(A) the Issuer is the owner of such Collateral Obligation free

and clear of any liens, claims or encumbrances of any nature whatsoever except

for (1) those which are being released on the Closing Date; (2) those Granted

pursuant to this Indenture and (3) any other Permitted Liens;

(B) the Issuer has acquired its ownership in such Collateral

Obligation in good faith without notice of any adverse claim, except as described

in clause (A) above;

(C) the Issuer has not assigned, pledged or otherwise

encumbered any interest in such Collateral Obligation (or, if any such interest has

been assigned, pledged or otherwise encumbered, it has been released) other than

interests Granted pursuant to this Indenture and the Securities Account Control

Agreement;

(D) the Issuer has full right to Grant a security interest in and

assign and pledge such Collateral Obligation to the Trustee;

(E) (1) based on the certificate of the Collateral Manager

delivered pursuant to Section 3.1(f) , each Collateral Obligation included in the

Assets satisfies the requirements of the definition of “ Collateral Obligation ” and

(2) the requirements of Section 3.1(g) have been satisfied;

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(F) upon the Grant by the Issuer, the Trustee has a first priority

perfected security interest in the Collateral Obligations and other Assets, except as

permitted by this Indenture;

(ii) based on the certificate of the Collateral Manager delivered

pursuant to Section 3.1(f) , the Aggregate Principal Balance of the Collateral Obligations

which the Issuer owns as of the Closing Date or for which the Issuer has entered into

binding commitments to purchase on or prior to the Closing Date is at least the amount

indicated in the Closing Date Certificate; and

(iii) it has received a letter signed by S&P confirming that each Class

of Secured Debt has been assigned the applicable Initial Rating and that such ratings are

in effect on the Closing Date.

(i) Accounts . Evidence of the establishment of each of the Accounts.

(j) Issuer Order for Deposit of Funds into Accounts . An Issuer Order signed

in the name of the Issuer by an Officer of the Issuer, dated as of the Closing Date, specifying the

amounts to be deposited from the proceeds of the issuance of the Debt into (a) the Ramp-Up

Account for use pursuant to Section 10.3(c) , (b) the Expense Reserve Account for use pursuant

to Section 10.3(d) , (c) the Interest Reserve Account for use pursuant to Section 10.5 and (d) the

Revolver Funding Account for use pursuant to Section 10.4 .

(k) Other Documents . Such other documents as the Trustee may reasonably

require; provided that nothing in this clause (l) shall imply or impose a duty on the part of the

Trustee to require any other documents.

The Trustee shall be entitled to assume the genuineness of each certificate,

instrument, report, opinion and other document described in or delivered pursuant to this

Section 3.1 , and to assume the genuineness and due authorization of each signature, other than

any signature of the Trustee, appearing thereon.

Section II.2 Conditions to Additional Issuance . Any additional Notes to be issued in

accordance with Section 2.13 may be executed by the Issuer and delivered to the Trustee for

authentication and thereupon the same shall be authenticated by the Trustee or the Authenticating

Agent and delivered by the Trustee upon Issuer Order (setting forth registration, delivery and

authentication instructions) upon satisfaction of the requirements set forth in Section 2.13 and

upon receipt by the Trustee of the following:

(a) Officer’s Certificate of the Issuer Regarding Corporate Matters . An

Officer’s certificate of the Issuer (i) evidencing the authorization by Issuer Resolution of the

execution, authentication and delivery of the Notes applied for by it and the incurrence of the

Class A-L Loans, (ii) specifying the Stated Maturity, principal amount and Interest Rate of each

Class of Debt to be authenticated and delivered and (ii) certifying that (A) the attached copy of

the Issuer Resolution is a true and complete copy thereof, (B) such Issuer Resolution has not

been rescinded and is in full force and effect on and as of the date of issuance and (C) the

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Officers authorized to execute and deliver such documents hold the offices and have the

signatures indicated thereon.

(b) Governmental Approvals . From the Issuer either (i) a certificate of the

Issuer or other official document evidencing the due authorization, approval or consent of any

governmental body or bodies, at the time having jurisdiction in the premises, together with an

Opinion of Counsel of the Issuer that no other authorization, approval or consent of any

governmental body is required for the valid issuance of the additional Debt or (ii) an Opinion of

Counsel of the Issuer that no such authorization, approval or consent of any governmental body

is required for the valid issuance of such additional Debt except as has been given.

(c) Officer’s Certificate of the Issuer Regarding Indenture . An Officer’s

certificate of the Issuer stating that, to the best of the signing Officer’s knowledge, the Issuer is

not in default under this Indenture and that the issuance of the additional Debt applied for by it

will not result in a default or a breach of any of the terms, conditions or provisions of, or

constitute a default under, its organizational documents, any indenture or other agreement or

instrument to which it is a party or by which it is bound, or any order of any court or

administrative agency entered in any Proceeding to which it is a party or by which it may be

bound or to which it may be subject; that the provisions of  Section 2.13 and all conditions

precedent provided in this Indenture relating to the authentication and delivery of the additional

Debt applied for by it have been complied with; and that all expenses due or accrued with respect

to the Offering of such Debt or relating to actions taken on or in connection with the additional

issuance have been paid or reserves therefor have been made. The Officer’s certificate of the

Issuer shall also state that, to the best of the signing Officer’s knowledge, all of the Issuer’s

representations and warranties contained herein are true and correct as of the date of additional

issuance.

(d) Supplemental Indenture . A fully executed counterpart of the supplemental

indenture making such changes to this Indenture as shall be necessary to permit such additional

issuance.

(e) [Reserved] .

(f) Rating Agency Notice . Notice shall have been provided by the Issuer to

S&P.

(g) Issuer Order for Deposit of Funds into Account s. An Issuer Order signed

in the name of the Issuer by an Officer of the Issuer, dated as of the date of the additional

issuance, authorizing the deposit of the net proceeds of the issuance into the Principal Collection

Subaccount for use pursuant to Section 10.2 .

(h) Evidence of Required Consents . Satisfactory evidence of the consent of

the Collateral Manager and the Retention Holder to such issuance.

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(i) Other Documents . Such other documents as the Trustee may reasonably

require; provided that nothing in this clause (i) shall imply or impose a duty on the part of the

Trustee to require any other documents.

The Trustee shall be entitled to assume the genuineness of each certificate, instrument,

report, opinion and other document described in or delivered pursuant to this Section 3.2 , and to

assume the genuineness and due authorization of each signature, other than any signature of the

Trustee, appearing thereon.

Section II.3 Custodianship; Delivery of Collateral Obligations and Eligible

Investments .  (a) The Collateral Manager, on behalf of the Issuer, shall deliver or cause to be

delivered, on or prior to the Closing Date (with respect to the initial Collateral Obligations) and

within five (5) Business Days after the related Cut-Off Date (with respect to any additional

Collateral Obligations) to a custodian appointed by the Issuer, which shall be a Securities

Intermediary (the “ Custodian ”) or the Trustee, as applicable, all Assets in accordance with the

definition of “Deliver”. The Custodian appointed hereby shall act as custodian for the Issuer and

as custodian and agent for the Trustee on behalf of the Secured Parties for purposes of perfecting

the Trustee’s security interest in those Assets in which a security interest is perfected by Delivery

of the related Assets to the Custodian. Initially, the Custodian shall be U.S. Bank National

Association. Any successor custodian shall be a state or national bank or trust company that (i)

has (A) capital and surplus of at least U.S.$200,000,000, and (B) a long term issuer rating of at

least “A” and a short term issuer rating of at least “A-1” by S&P (or a long term issuer rating of

at least “A+” by S&P if such institution has no short-term rating), and (ii) is a Securities

Intermediary.  Subject to the limited right to relocate Assets as provided in Section 7.5(b) , the

Trustee or the Custodian, as applicable, shall hold (i) all Collateral Obligations, Eligible

Investments, Cash and other investments purchased in accordance with this Indenture and (ii)

any other property of the Issuer otherwise Delivered to the Trustee or the Custodian, as

applicable, by or on behalf of the Issuer, in the relevant Account established and maintained

pursuant to Article X as to which in each case the Trustee shall have entered into the Securities

Account Control Agreement with the Custodian providing, inter alia, that the establishment and

maintenance of such Account will be governed by a law of a jurisdiction satisfactory to the

Issuer and the Trustee.

(a) Each time that the Collateral Manager on behalf of the Issuer directs or

causes the acquisition of any Collateral Obligation, Eligible Investment or other investment, the

Collateral Manager (on behalf of the Issuer) shall, if the Collateral Obligation, Eligible

Investment or other investment is required to be, but has not already been, transferred to the

relevant Account, cause the Collateral Obligation, Eligible Investment or other investment to be

Delivered to the Custodian to be held in the Custodial Account (or in the case of any such

investment that is not a Collateral Obligation, in the Account in which the funds used to purchase

the investment are held in accordance with Article X or Section 2.04 of the Class A-L Loan

Agreement, as the case may be) for the benefit of the Trustee in accordance with this Indenture.

The security interest of the Trustee in the funds or other property used in connection with the

acquisition shall, immediately and without further action on the part of the Trustee, be released.

The security interest of the Trustee shall nevertheless come into existence and continue in the

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Collateral Obligation, Eligible Investment or other investment so acquired, including all interests

of the Issuer in and to any contracts related to and proceeds of such Collateral Obligation,

Eligible Investment or other investment.

ARTICLE III

SATISFACTION AND DISCHARGE

Section III.1 Satisfaction and Discharge of Indenture . This Indenture shall be

discharged and shall cease to be of further effect except as to (i) rights of registration of transfer

and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights

of Holders to receive payments of principal thereof and interest thereon, (iv) the rights,

obligations and immunities of the Trustee hereunder, (v) the rights, obligations and immunities

of the Collateral Manager hereunder and under the Collateral Management Agreement, (vi) the

rights, protections, indemnities and immunities of the Collateral Administrator hereunder and

under the Collateral Administration Agreement, (vii) the rights, obligations and immunities of

the Loan Agent hereunder and under the class A-L Loan Agreement and (viii) the rights of

Holders as beneficiaries hereof with respect to the property deposited with the Trustee and

payable to all or any of them (and the Trustee, on demand of and at the expense of the Issuer,

shall execute proper instruments acknowledging satisfaction and discharge of this Indenture)

when either:

(a) (i) either:

(A) all Notes theretofore authenticated and delivered to Holders

(other than (1) Notes which have been mutilated, defaced, destroyed, lost or stolen

and which have been replaced or paid as provided in Section 2.6 and (2) Notes for

whose payment Money has theretofore irrevocably been deposited and thereafter

repaid to the Issuer or discharged from such deposit, as provided in Section 7.3 )

have been delivered to the Trustee for cancellation and all Class A-L Loans have

been repaid in full in accordance with the Class A-L Loan Agreement; or

(B) all Notes not theretofore delivered to the Trustee for

cancellation: (1) have become due and payable, or (2) will become due and

payable at their Stated Maturity within one year, or (3) are to be called for

redemption pursuant to Article IX under an arrangement satisfactory to the

Trustee for the giving of notice of redemption by the Issuer pursuant to

Section 9.4 (and all Class A-L Loans have been repaid in full in accordance with

the Class A-L Loan Agreement) and, in each case, the Issuer has irrevocably

deposited or caused to be deposited with the Trustee, for such purpose, Cash or

non-callable direct obligations of the United States; provided that the obligations

are entitled to the full faith and credit of the United States or are debt obligations

which are rated “AAA” by S&P, in an amount sufficient, as verified by a firm of

Independent certified public accountants which are nationally recognized, to pay

and discharge the entire indebtedness on such Notes not theretofore delivered to

the Trustee for cancellation, for principal and interest to the date of such deposit

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(in the case of Debt which have become due and payable), or to their Stated

Maturity or Redemption Date, as the case may be, and shall have Granted to the

Trustee a valid perfected security interest in such Eligible Investment that is of

first priority and free of any adverse claim, as applicable, and shall have furnished

an Opinion of Counsel with respect thereto; provided that this sub-section (B)

shall not apply if an election to act in accordance with the provisions of

Section 5.5(a)   shall have been made and not rescinded, it being understood that

the requirements of this clause (a) may be satisfied as set forth in Section 5.7 ;

(i) the Issuer has paid or caused to be paid all other sums then due and

payable hereunder and under the Class A-L Loan Agreement (including, without

limitation, any amounts then due and payable pursuant to the Collateral Management

Agreement and the Collateral Administration Agreement, without regard to the

Administrative Expense Cap) by the Issuer and no other amounts are scheduled to be due

and payable by the Issuer other than Dissolution Expenses, it being understood that the

requirements of this clause (ii) may be satisfied as set forth in Section 5.7 ; and

(ii) the Issuer has delivered to the Trustee and the Loan Agent

Officer’s certificates and an Opinion of Counsel, each stating that all conditions

precedent herein provided for relating to the satisfaction and discharge of this Indenture

have been complied with; or

(b) upon final disposition of all Assets and distribution of the proceeds thereof

in accordance with the terms hereof, and:

(i) the Trustee confirms to the Issuer that no Assets (other than (1) the

Collateral Management Agreement, the Collateral Administration Agreement and the

Securities Account Control Agreement and (2) Cash in an amount not greater than the

Dissolution Expenses) are on deposit in or to the credit of the Accounts;

(ii) the Issuer has delivered to the Trustee and the Loan Agent a

certificate stating that (A) there are no Assets (other than (1) the Collateral Management

Agreement, the Collateral Administration Agreement, and the Securities Account Control

Agreement and (2) Cash in an amount not greater than the Dissolution Expenses) that

remain subject to the lien of this Indenture, and (B) all funds on deposit in the Accounts

have been distributed in accordance with the terms of this Indenture or have otherwise

been irrevocably deposited with the Trustee for such purpose; and

(iii) the Issuer has delivered to the Trustee and the Loan Agent

Officer’s certificates and an Opinion of Counsel, each stating that all conditions

precedent herein provided for relating to the satisfaction and discharge of this Indenture

have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the rights and

obligations of the Issuer, the Trustee, the Loan Agent, the Collateral Manager and, if applicable,

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the Holders, as the case may be, under Sections 2.7 , 4.2 , 5.4(d) , 5.9 , 5.18 , 6.1 , 6.3 , 6.6 , 6.7 , 7.1 ,

7.3 , 13.1 , 14.10 , 14.11 , and 14.12 shall survive.

Section III.2 Application of Deposited Money . All Cash and obligations deposited

with the Trustee pursuant to Section 4.1 shall be held for the benefit of the Secured Parties and

applied by it in accordance with the provisions of the Debt, the Class A-L Loan Agreement and

this Indenture, including, without limitation, the Priority of Payments, either directly or through

any Paying Agent, as the Trustee may determine; and such Cash and obligations shall be held in

a segregated account identified as being held for the benefit of the Secured Parties.

Section III.3 Repayment of Monies Held by Paying Agent . In connection with the

satisfaction and discharge of this Indenture with respect to the Debt, all Monies then held by any

Paying Agent other than the Trustee under the provisions of this Indenture shall, upon demand of

the Issuer, be paid to the Trustee to be held and applied pursuant to Section 7.3 hereof and in

accordance with the Priority of Payments and thereupon such Paying Agent shall be released

from all further liability with respect to such Monies.

Section III.4 Limitation on Obligation to Incur Administrative Expenses . If at any

time, the sum of (i) Eligible Investments, (ii) Cash and (iii) amounts reasonably expected to be

received by the Issuer in Cash during the current Collection Period (as certified by the Collateral

Manager in its reasonable judgment) is less than the sum of Dissolution Expenses and any

accrued and unpaid Administrative Expenses, then notwithstanding any other provision of this

Indenture, the Issuer shall no longer be required to incur Administrative Expenses as otherwise

required by this Indenture to any Person other than the Trustee, the Loan Agent, the Collateral

Administrator and their respective Affiliates, and failure to pay such amounts shall not constitute

a Default hereunder.

ARTICLE IV

EVENTS OF DEFAULT; REMEDIES

Section IV.1 Events of Default . “Event of Default”, wherever used herein, means any

one of the following events (whatever the reason for such Event of Default and whether it shall

be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,

decree or order of any court or any order, rule or regulation of any administrative or

governmental body):

(a) a default in the payment, when due and payable, of (i) any interest on any

Class A Debt or any Class B Note and, in each case, the continuation of any such default for ten

Business Days after a Trust Officer of the Trustee has actual knowledge or receives notice from

any Holder of Debt of such payment default, or (ii) any principal of, or interest or Deferred

Interest on, or any Redemption Price in respect of, any Secured Debt at its Stated Maturity or any

Redemption Date with respect to such Secured Debt, as applicable; provided that the failure to

effect any Optional Redemption which is withdrawn by the Issuer in accordance with this

Indenture or with respect to which any Refinancing fails to occur shall not constitute an Event of

Xxxxxxx and provided , further , that, in the case of a failure to disburse funds due to an

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administrative error or omission by the Collateral Manager, the Trustee, the Collateral

Administrator or any Paying Agent, such failure continues for ten Business Days after a Trust

Officer of the Trustee receives written notice or has actual knowledge of such administrative

error or omission;

(b) unless otherwise permitted or required by applicable law, the failure on

any Payment Date to disburse amounts available in the Payment Account in excess of U.S.

$100,000 in accordance with the Priority of Payments and continuation of such failure for a

period of seven Business Days or, in the case of a failure to disburse due to an administrative

error or omission by the Trustee, the Collateral Administrator, the Collateral Manager or any

Paying Agent, such failure continues for fifteen Business Days after a Trust Officer of the

Trustee receives written notice or has actual knowledge of such administrative error or omission;

(c) either the Issuer or the Assets becomes an investment company required to

be registered under the 1940 Act and that status continues for 45 consecutive days;

(d) except as otherwise provided in this Section 5.1 , a default in a material

respect in the performance, or breach in a material respect, of any other covenant of the Issuer

herein (it being understood, without limiting the generality of the foregoing, that (i) any failure to

meet any Concentration Limitation, Collateral Quality Test or Coverage Test is not an Event of

Default, except to the extent provided in clause (e) below, and (ii) the failure of the Issuer to

satisfy the requirements of Section 7.18 will not constitute an Event of Default), or the failure of

any material representation or warranty of the Issuer made herein or in any certificate or other

writing delivered pursuant hereto or in connection herewith to be correct in each case in all

material respects when the same shall have been made and such default, breach or failure has a

material adverse effect on the Debtholders, and the continuation of such default, breach or failure

for a period of 45 days after notice to the Issuer and the Collateral Manager by registered or

certified mail or overnight delivery service, by the Trustee at the direction of the Holders of at

least a Supermajority of the Controlling Class, specifying such default, breach or failure and

requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

provided that, if the Issuer (as notified to the Trustee by the Collateral Manager in writing) has

commenced curing such default, breach or failure during the 45-day period specified above, such

default, breach or failure shall not constitute an Event of Default under this clause (d) unless it

continues for a period of 60 days (rather than, and not in addition to, such 45-day period

specified above) after notice to the Issuer and the Collateral Manager by email transmission and

registered or certified mail or overnight courier, by the Trustee, the Issuer or the Collateral

Manager, or to the Issuer, the Collateral Manager and the Trustee by a Supermajority of the

Controlling Class, specifying such default, breach or failure and requiring it to be remedied and

stating that such notice is a “Notice of Default” under this Indenture; provided , further that, the

delivery of a certificate or other report which corrects any inaccuracy contained in a previous

report or certification shall be deemed to cure such inaccuracy as of the date of delivery of such

updated report or certificate and any and all inaccuracies arising from the continuation of such

initial inaccurate report or certificate and the sale or other disposition of any asset that did not at

the time of its acquisition satisfy the Investment Criteria shall cure any breach or failure arising

xxxxxxxxx as of the date of such failure;

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(e) on any Measurement Date as of which the Class A Debt is Outstanding,

failure of the percentage equivalent of a fraction, (i) the numerator of which is equal to (1) the

Collateral Principal Amount plus (2) the aggregate Market Value of all Defaulted Obligations on

such date and (ii) the denominator of which is equal to the Aggregate Outstanding Amount of the

Class A Debt, to equal or exceed 102.5%;

(f) the entry of a decree or order by a court having competent jurisdiction

adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking

reorganization, arrangement, adjustment or composition of the Issuer under the Bankruptcy Code

or any other applicable law, or appointing a receiver, liquidator, assignee, or sequestrator (or

other similar official) of the Issuer or of any substantial part of its property, respectively, or

ordering the winding up or liquidation of its affairs and the continuance of any such decree or

order unstayed and in effect for a period of 60 consecutive days; or

(g) the institution by the shareholders of the Issuer of Proceedings to have the

Issuer adjudicated as bankrupt or insolvent, or the consent by the shareholders of the Issuer to the

institution of bankruptcy or insolvency Proceedings against the Issuer, or the filing by the Issuer

of a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or

any other similar applicable law, or the consent by the Issuer to the filing of any such petition or

to the appointment in a Proceeding of a receiver, liquidator, assignee, trustee or sequestrator (or

other similar official) of the Issuer or of any substantial part of its property, respectively, or the

making by the Issuer of an assignment for the benefit of creditors, or the admission by the Issuer

in writing of its inability to pay its debts generally as they become due, or the taking of any

action by the Issuer in furtherance of any such action.

Upon an Officer, Responsible Officer or Trust Officer (as applicable) obtaining

knowledge of the occurrence of an Event of Default, each of (i) the Issuer, (ii) the Trustee and

(iii) the Collateral Manager shall notify each other. Upon the occurrence of an Event of Default

known to a Trust Officer of the Trustee, the Trustee shall promptly (and in no event later than

three Business Days thereafter) notify the Noteholders (as their names appear in the Note

Register),  the Class A-L Lenders (as their names appear on the Loan Register), each Paying

Agent and S&P of such Event of Default in writing (unless such Event of Default has been

waived as provided in Section 5.14 ).

Section IV.2 Acceleration of Maturity; Rescission and Annulment .  (a) If an Event

of Default occurs and is continuing (other than an Event of Default specified in Section 5.1(f) or

(g) ), the Trustee may, and shall, upon the written direction of a Supermajority of the Controlling

Class, by notice to the Issuer and X&X, declare the principal of and accrued and unpaid interest

on all the Secured Debt to be immediately due and payable, and upon any such declaration such

principal, together with all accrued and unpaid interest thereon, and other amounts payable

hereunder, shall become immediately due and payable. If an Event of Default specified in

Section 5.1(f) or (g) occurs, all unpaid principal, together with all accrued and unpaid interest

xxxxxxx, of all the Debt, and other amounts payable thereunder and hereunder, shall

automatically become due and payable without any declaration or other act on the part of the

Trustee or any Debtholder.

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(a) At any time after such a declaration of acceleration of maturity has been

made and before a judgment or decree for payment of the Money due has been obtained by the

Trustee as hereinafter provided in this Article V , a Majority of the Controlling Class by written

notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences

if:

(i) The Issuer has paid or deposited with the Trustee a sum sufficient

to pay:

(A) all unpaid installments of interest and principal then due on

the Debt (other than any principal amounts due to the occurrence of an

acceleration);

(B) to the extent that the payment of such interest is lawful,

interest upon any Deferred Interest at the applicable Interest Rate; and

(C) all unpaid taxes and Administrative Expenses of the Issuer

and other sums paid or advanced by the Trustee hereunder or by the Collateral

Administrator under the Collateral Administration Agreement or hereunder,

accrued and unpaid Aggregate Collateral Management Fees then due and owing

and any other amounts then payable by the Issuer hereunder prior to such

Administrative Expenses and such Aggregate Collateral Management Fees; or

(ii) It has been determined that all Events of Default, other than the

nonpayment of the interest on or principal of the Debt that has become due solely by such

acceleration, have:

(A) been cured; and

(I) in the case of an Event of Default specified in

Section 5.1(e) , the Holders of at least a Majority of the Class A Debt, by

written notice to the Trustee, have agreed with such determination (which

agreement shall not be unreasonably withheld); or

(II) in the case of any other Event of Default, the

Holders of at least a Majority of each Class of Secured Debt (voting

separately by Class), in each case, by written notice to the Trustee, have

agreed with such determination (which agreement shall not be

unreasonably withheld); or

(B) been waived as provided in Section 5.14 .

No such rescission shall affect any subsequent Default or impair any right consequent

thereon.

(b) Notwithstanding anything in this Section 5.2 to the contrary, the Debt will

not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount

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due on the Debt that are not of the Controlling Class other than any failure to pay interest due on

the Class B Notes.

Section IV.3 Collection of Indebtedness and Suits for Enforcement by Trustee . The

Issuer covenants that if a default shall occur in respect of the payment of any principal of or

interest when due and payable on any Debt, the Issuer will, upon demand of the Trustee, pay to

the Trustee, for the benefit of the Holder of such Debt, the whole amount, if any, then due and

payable on such Debt for principal and interest with interest upon the overdue principal and, to

the extent that payments of such interest shall be legally enforceable, upon overdue installments

of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall

be sufficient to cover the costs and expenses of collection, including the reasonable

compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.

If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its

own name and as trustee of an express trust, may, and shall, subject to the terms of this Indenture

(including Sections 6.1(c)(iv) and 6.3(e) ) upon direction of a Majority of the Controlling Class,

institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such

Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other

obligor upon the Secured Debt and collect the Monies adjudged or decreed to be payable in the

manner provided by law out of the Assets.

If an Event of Default occurs and is continuing, the Trustee may in its discretion, and

shall, subject to the terms of this Indenture (including Sections 6.1(c)(iv) and 6.3(e) ) upon

written direction of the Majority of the Controlling Class, proceed to protect and enforce its

rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall

deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be

directed by the Majority of the Controlling Class, to protect and enforce any such rights, whether

for the specific enforcement of any covenant or agreement herein or in aid of the exercise of any

power granted herein, or to enforce any other proper remedy or legal or equitable right vested in

the Trustee by this Indenture or by law.

In case there shall be pending Proceedings relative to the Issuer or any other obligor upon

the Secured Debt under the Bankruptcy Code or any other applicable bankruptcy, insolvency or

other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,

liquidator, sequestrator or similar official shall have been appointed for or taken possession of

the Issuer or its property or such other obligor or its property, or in case of any other comparable

Proceedings relative to the Issuer or other obligor upon the Debt, or the creditors or property of

the Issuer or such other obligor, the Trustee, regardless of whether the principal of any Debt shall

then be due and payable as therein expressed or by declaration or otherwise and regardless of

whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3 ,

shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount of principal and

interest owing and unpaid in respect of the Debt upon direction by a Majority of the Controlling

Class and to file such other papers or documents as may be necessary or advisable in order to

have the claims of the Trustee (including any claim for reasonable compensation to the Trustee

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and each predecessor Trustee, and their respective agents, attorneys and counsel, and for

reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the

Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the

Debtholders allowed in any Proceedings relative to the Issuer or to the creditors or property of

the Issuer;

(b) unless prohibited by applicable law and regulations, to vote on behalf of

the Debtholders upon the direction of a Majority of the Controlling Class, in any election of a

trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or

insolvency Proceedings or Person performing similar functions in comparable Proceedings; and

(c) to collect and receive any Monies or other property payable to or

deliverable on any such claims, and to distribute all amounts received with respect to the claims

of the Debtholders and of the Trustee on their behalf; and any trustee, receiver or liquidator,

custodian or other similar official is hereby authorized by each of the Debtholders to make

payments to the Trustee, and, if the Trustee shall consent to the making of payments directly to

the Debtholders to pay to the Trustee such amounts as shall be sufficient to cover reasonable

compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and

counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the

Trustee and each predecessor Trustee except as a result of negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or

consent to or vote for or accept or adopt on behalf of any Debtholders , any plan of

reorganization, arrangement, adjustment or composition affecting the Debt or any Holder

xxxxxxx, or to authorize the Trustee to vote in respect of the claim of any Debtholders, as

applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in

bankruptcy or similar Person.

In any Proceedings brought by the Trustee on behalf of the Holders of the Debt

(and any such Proceedings involving the interpretation of any provision of this Indenture to

which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the

Debt.

Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not

sell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this

Section 5.3 except according to the provisions specified in Section 5.5(a) .

Section IV.4 Remedies .  (a) If an Event of Default has occurred and is continuing, and

the Debt had been declared due and payable and such declaration and its consequences have not

been rescinded and annulled, the Issuer agrees that the Trustee may, and shall, subject to the

terms of this Indenture (including Sections 6.1(c)(iv) and 6.3(e) ), upon written direction of a

Majority of the Controlling Class, to the extent permitted by applicable law, exercise one or more

of the following rights, privileges and remedies:

(i) institute Proceedings for the collection of all amounts then payable

on the Debt or otherwise payable under this Indenture, whether by declaration or

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otherwise, enforce any judgment obtained, and collect from the Assets any Monies

adjudged due;

(ii) sell or cause the sale of all or a portion of the Assets or rights or

interests therein, at one or more public or private sales called and conducted in any

manner permitted by law and in accordance with Section 5.17 hereof;

(iii) institute Proceedings from time to time for the complete or partial

foreclosure of this Indenture with respect to the Assets;

(iv) exercise any remedies of a secured party under the UCC and take

any other appropriate action to protect and enforce the rights and remedies of the Trustee

and the Holders of the Debt hereunder (including exercising all rights of the Trustee

under the Securities Account Control Agreement); and

(v) exercise any other rights and remedies that may be available at law

or in equity;

provided that the Trustee may not sell or liquidate the Assets or institute Proceedings in

furtherance thereof pursuant to this Section 5.4 except according to the provisions of

Section 5.5(a) .

The Trustee may, but need not, obtain and rely upon an opinion or advice of an

Independent investment banking firm of national reputation (the reasonable cost of which shall

be payable as an Administrative Expense) in structuring and distributing securities similar to the

Debt, which may be the Initial Purchaser or the Co-Placement Agent, as to the feasibility of any

action proposed to be taken in accordance with this Section 5.4 and as to the sufficiency of the

proceeds and other amounts receivable with respect to the Assets to make the required payments

of principal of and interest on the Debt which opinion shall be conclusive evidence as to such

feasibility or sufficiency.

(a) If an Event of Default as described in Section 5.1(d) hereof shall have

occurred and be continuing the Trustee may, and at the direction of the Holders of not less than

25% of the Aggregate Outstanding Amount of the Controlling Class shall, subject to the terms of

this Indenture (including Sections 6.1(c)(iv) and 6.3(e) ), institute a Proceeding solely to compel

performance of the covenant or agreement or to cure the representation or warranty, the breach

of which gave rise to the Event of Default under such Section, and enforce any equitable decree

or order arising from such Proceeding.

(b) Upon any sale, whether made under the power of sale hereby given or by

virtue of judicial Proceedings, any Secured Party, the BDC Advisor, the Sub-Advisor or any

Affiliate of the Issuer may bid for and purchase the Assets or any part thereof and, upon

compliance with the terms of sale, may hold, retain, possess or dispose of such property in its or

their own absolute right without accountability.

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If the Trustee is required, or is otherwise directed by a Majority of the Controlling

Class, in accordance with the terms hereof, to sell all or any part of the Assets at a public or

private sale, prior to offering such Assets for sale, the Trustee will send written notice specifying

that it is required or has been directed to do so, which written notice shall set forth the date of the

proposed offer of sale (such written notice, a “ Sale Notice ”) to the Holders of the Subordinated

Notes, and the Holders of a Majority of the Subordinated Notes may exercise a right of first

refusal to purchase the Assets, in whole or in part as specified by such Majority of the

Subordinated Notes in a notice to the Trustee delivered no later than one (1) Business Day after

its receipt of the Sale Notice, at a purchase price that is not less than the greater of (i) all amounts

then due (or, in the case of interest, accrued) and unpaid on the Secured Debt for principal and

interest (including accrued and unpaid Deferred Interest), and all other amounts that, pursuant to

the Priority of Payments, are required to be paid prior to such payments on such Secured Debt

(including any amounts due and owing (or anticipated to be due and owing) as Administrative

Expenses (without regard to the Administrative Expense Cap) and any due and unpaid Aggregate

Collateral Management Fees) and (ii) the Market Value (disregarding clause (iv) thereof) of such

Assets as determined by the Collateral Manager in its commercially reasonable judgment in

accordance with its internal policies and procedures; provided that, the Holders of a Majority of

the Subordinated Notes shall complete such purchase no later than three Business Days after the

date of its receipt of the Sale Notice.

Upon any sale, whether made under the power of sale hereby given or by virtue of

judicial Proceedings, the receipt of the Trustee, or of the Officer making a sale under judicial

Proceedings, shall be a sufficient discharge to the purchaser or purchasers at any sale for its or

their purchase Money, and such purchaser or purchasers shall not be obliged to see to the

application thereof.

Any such sale, whether under any power of sale hereby given or by virtue of

judicial Proceedings, shall bind the Issuer, the Trustee and the Holders of the Debt, shall operate

to divest all right, title and interest whatsoever, either at law or in equity, of each of them in and

to the property sold, and shall be a perpetual bar, both at law and in equity, against each of them

and their successors and assigns, and against any and all Persons claiming through or under

them.

(c) Notwithstanding any other provision of this Indenture, none of the

Trustee, the Secured Parties or the Debtholders may, prior to the date which is one year and one

day (or if longer, any applicable preference period then in effect plus one day) after the payment

in full of all Debt, institute against, or join any other Person in instituting against, the Issuer any

bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium or liquidation

Proceedings, or other similar Proceedings under U.S. federal or state bankruptcy or similar laws.

Nothing in this Section 5.4 shall preclude, or be deemed to stop, the Trustee (i) from taking any

action prior to the expiration of the aforementioned period in (A) any case or Proceeding

voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency Proceeding filed

or commenced by a Person other than the Trustee, or (ii) from commencing against the Issuer or

any of its properties any legal action which is not a bankruptcy, reorganization, arrangement,

insolvency, moratorium, liquidation or similar Proceeding.

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Section IV.5 Optional Preservation of Assets .  (a) Notwithstanding anything to the

contrary herein (but subject to the right of the Collateral Manager to direct the Trustee to sell

Collateral Obligations or Equity Securities in strict compliance with Section 12.1 ), if an Event of

Default shall have occurred and be continuing, the Trustee shall retain the Assets securing the

Debt intact, collect and cause the collection of the proceeds thereof and make and apply all

payments at the date or dates fixed by the Trustee and deposit and maintain all accounts in

respect of the Assets and the Debt in accordance with the Priority of Payments and the provisions

of Article X , Article XII and Article XIII unless:

(i) the Trustee, pursuant to Section 5.5(c) , determines that the

anticipated proceeds of a sale or liquidation of all or any portion of the Assets (after

deducting the anticipated reasonable expenses of such sale or liquidation) would be

sufficient to discharge in full the amounts then due (or, in the case of interest, accrued)

and unpaid on the Secured Debt for principal and interest (including accrued and unpaid

Deferred Interest), and all other amounts that, pursuant to the Priority of Payments, are

required to be paid prior to such payments on such Secured Debt (including any amounts

due and owing (or anticipated to be due and owing) as Administrative Expenses (without

regard to the Administrative Expense Cap) and any due and unpaid Aggregate Collateral

Management Fees) and a Majority of the Controlling Class agrees with such

determination;

(ii) in the case of an Event of Default specified in (A) Section 5.1(a)

due to failure to pay interest on the Class A Debt or the Class B Notes in accordance with

Section 11.1(a)(i) or Section 11.1(a)(ii) , (B) Section 5.1(e) , or (C) Sections 5.1(f) or (g),

the Holders of at least a Majority of the Controlling Class direct the sale and liquidation

of the Assets (without regard to whether another Event of Default has occurred prior,

contemporaneously or subsequent to such Event of Default); or

(iii) in the case of any other Event of Default, the Holders of at least a

Majority of each Class of Secured Debt (voting separately by Class) direct the sale and

liquidation of the Assets.

So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a)

may be rescinded at any time when the conditions specified in clause (i), (ii) or (iii) exist.

(a) Nothing contained in Section 5.5(a) shall be construed to require the

Trustee to sell the Assets securing the Secured Debt if the conditions set forth in clause (i), (ii) or

(iii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to

require the Trustee to preserve the Assets securing the Secured Debt if prohibited by applicable

law.

(b) In determining whether the condition specified in Section 5.5(a)(i) exists,

the Trustee shall use reasonable efforts to obtain, with the cooperation of the Collateral Manager,

bid prices with respect to each Asset from two nationally recognized dealers (as specified by the

Collateral Manager in writing) at the time making a market in such Assets and shall compute the

anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each

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such Asset. In the event that the Trustee, with the cooperation of the Collateral Manager, is only

able to obtain bid prices with respect to each Asset from one nationally recognized dealer at the

time making a market in such Assets, the Trustee shall compute the anticipated proceeds of the

sale or liquidation on the basis of such one bid price for each such Asset. In addition, for the

purposes of determining issues relating to the execution of a sale or liquidation of the Assets and

the execution of a sale or other liquidation thereof in connection with a determination whether

the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion

or advice of an Independent investment banking firm of national reputation or other appropriate

advisors (the cost of which shall be payable as an Administrative Expense).

The Trustee shall deliver to the Debtholders and the Collateral Manager a report

stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10

days after such determination is made. The Trustee shall make the determinations required by

Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the

Controlling Class at any time during which the Trustee retains the Assets pursuant to

Section 5.5(a)(i) .

The Trustee shall deliver written notice to S&P upon the occurrence of the events

pursuant to Section 5.5(a)(i) , (ii) or (iii) to liquidate and sell the Assets.

Section IV.6 Trustee May Enforce Claims Without Possession of Debt . All rights of

action and claims under this Indenture or under any of the Debt may be prosecuted and enforced

by the Trustee without the possession of any of the Debt or the production thereof in any trial or

other Proceeding relating thereto, and any such action or Proceeding instituted by the Trustee

shall be brought in its own name as trustee of an express trust, and any recovery of judgment

shall be applied as set forth in Section 5.7 hereof.

Section IV.7 Application of Money Collected . Any Money collected by the Trustee

with respect to the Debt pursuant to this Article V and any Money that may then be held or

thereafter received by the Trustee with respect to the Debt hereunder shall be applied, subject to

Section 13.1 and in accordance with the provisions of Section 11.1(a)(iii) , at the date or dates

fixed by the Trustee. Upon the final distribution of all proceeds of any liquidation effected

hereunder, the provisions of Sections 4.1(a)(i) and (ii) shall be deemed satisfied for the purposes

of discharging this Indenture pursuant to Article IV .

Section IV.8 Limitation on Suits . No Holder of any Debt shall have any right to

institute any Proceedings, judicial or otherwise, with respect to this Indenture, or for the

appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Holder has previously given to the Trustee written notice of an Event

of Default;

(b) the Holders of not less than 25% of the then-Aggregate Outstanding

Amount of the Debt of the Controlling Class shall have made written request to the Trustee to

institute Proceedings in respect of such Event of Default in its own name as Trustee hereunder

and such Holder or Holders have provided the Trustee indemnity reasonably satisfactory to the

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Trustee against the costs, expenses (including reasonable attorneys’ fees and expenses) and

liabilities which might reasonably be incurred by it in compliance with such request;

(c) the Trustee, for 30 days after its receipt of such notice, request and

provision of such indemnity, has failed to institute any such Proceeding; and

(d) no direction inconsistent with such written request has been given to the

Trustee during such 30-day period by a Majority of the Controlling Class; it being understood

and intended that no one or more Holders of Debt shall have any right in any manner whatever

by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice

the rights of any other Holders of Debt of the same Class or to obtain or to seek to obtain priority

or preference over any other Holders of the Debt of the same Class or to enforce any right under

this Indenture, except in the manner herein provided and for the equal and ratable benefit of all

the Holders of Debt of the same Class subject to and in accordance with Section 13.1 and the

Priority of Payments.

In the event the Trustee shall receive conflicting or inconsistent requests and

indemnity pursuant to this Section 5.8 from two or more groups of Holders of the Controlling

Class, each representing less than a Majority of the Controlling Class, the Trustee shall act in

accordance with the request specified by the group of Holders with the greatest percentage of the

Aggregate Outstanding Amount of the Controlling Class, notwithstanding any other provisions

of this Indenture. If all such groups represent the same percentage, the Trustee, in its sole

discretion, may determine what action, if any, shall be taken.

Section IV.9 Unconditional Rights of Secured Debtholders to Receive Principal and

Interest . Subject to Section 2.7(i) , but notwithstanding any other provision of this Indenture, the

Holder of any Secured Debt shall have the right, which is absolute and unconditional, to receive

payment of the principal of and interest on such Secured Debt, as such principal, interest and

other amounts become due and payable in accordance with the Priority of Payments and

Section 13.1 , as the case may be, and, subject to the provisions of Sections 5.4 and 5.8 , to

institute Proceedings for the enforcement of any such payment, and such right shall not be

impaired without the consent of such Holder. Holders of Secured Debt ranking junior to Secured

Debt still Outstanding shall have no right to institute Proceedings to request the Trustee to

institute proceedings for the enforcement of any such payment until such time as no Secured

Debt ranking senior to such Secured Debt remains Outstanding, which right shall be subject to

the provisions of Sections 5.4 and 5.8 , and shall not be impaired without the consent of any such

Holder.

Section IV.10 Restoration of Rights and Remedies . If the Trustee or any Debtholder

has instituted any Proceeding to enforce any right or remedy under this Indenture and such

Proceeding has been discontinued or abandoned for any reason, or has been determined

adversely to the Trustee or to such Debtholder, then and in every such case the Issuer, the

Trustee and the Debtholder shall, subject to any determination in such Proceeding, be restored

severally and respectively to their former positions hereunder, and thereafter all rights and

remedies of the Issuer, the Trustee and the Debtholder shall continue as though no such

Proceeding had been instituted.

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Section IV.11 Rights and Remedies Cumulative . No right or remedy herein conferred

upon or reserved to the Trustee or to the Debtholders is intended to be exclusive of any other

right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative

and in addition to every other right and remedy given hereunder or now or hereafter existing at

law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or

otherwise, shall not prevent the concurrent assertion or employment of any other appropriate

right or remedy.

Section IV.12 Delay or Omission Not Waiver . No delay or omission of the Trustee or

any Holder of Secured Debt to exercise any right or remedy accruing upon any Event of Default

shall impair any such right or remedy or constitute a waiver of any such Event of Default or an

acquiescence therein or of a subsequent Event of Default. Every right and remedy given by this

Article V or by law to the Trustee or to the Holders of the Secured Debt may be exercised from

time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of the

Secured Debt.

Section IV.13 Control by Majority of Controlling Class . A Supermajority of the

Controlling Class shall have the right following the occurrence, and during the continuance of,

an Event of Default to cause the institution of and direct the time, method and place of

conducting any Proceeding for any remedy available to the Trustee or exercising any trust or

power conferred upon the Trustee under this Indenture; provided that:

(a) such direction shall not conflict with any rule of law or with any express

provision of this Indenture;

(b) the Trustee may take any other action deemed proper by the Trustee that is

not inconsistent with such direction; provided that subject to Section 6.1 , the Trustee need not

take any action that it determines might involve it in liability or expense (unless the Trustee has

received the indemnity as set forth in (c) below);

(c) the Trustee shall have been provided with an indemnity reasonably

satisfactory to it; and

(d) notwithstanding the foregoing, any direction to the Trustee to undertake a

Sale of the Assets shall be by the Holders of Debt representing the requisite percentage of the

Aggregate Outstanding Amount of Debt specified in Section 5.4 and/or Section 5.5 .

Section IV.14 Waiver of Past Defaults . Prior to the time a judgment or decree for

payment of the Money due has been obtained by the Trustee, as provided in this Article V , a

Majority of the Controlling Class may on behalf of the Holders of all the Debt waive any past

Default or Event of Default and its consequences, except a Default or an Event of Default:

(a) in the payment of the principal of any Secured Debt (which may be

waived only with the consent of the Holder of such Secured Debt);

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(b) in the payment of interest on any Secured Debt (which may be waived

only with the consent of the Holder of such Secured Debt);

(c) in respect of a covenant or provision hereof that under Section 8.2 cannot

be modified or amended without the waiver or consent of the Holder of any Outstanding Debt

materially and adversely affected thereby (which may be waived only with the consent of each

such Holder); or

(d) in respect of a representation contained in Section 7.19 .

In the case of any such waiver, the Issuer, the Trustee and the Holders of the Debt

shall be restored to their former positions and rights hereunder, respectively, but no such waiver

shall extend to any subsequent or other Default or impair any right consequent thereto. The

Trustee shall promptly forward written notice of any such waiver to S&P, the Collateral Manager

and each Holder. Upon any such waiver, such Default shall cease to exist, and any Event of

Default arising therefrom shall be deemed to have been cured, for every purpose of this

Indenture.

Section IV.15 Undertaking for Costs . All parties to this Indenture agree, and each

Holder of any Debt by such Xxxxxx’s acceptance thereof shall be deemed to have agreed, that any

court may in its discretion require, in any suit for the enforcement of any right or remedy under

this Indenture, or in any suit against the Trustee for any action taken, or omitted by it as Trustee,

the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and

that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,

against any party litigant in such suit, having due regard to the merits and good faith of the

claims or defenses made by such party litigant; but the provisions of this Section 5.15 shall not

apply to any suit instituted by the Trustee, to any suit instituted by any Debtholder, or group of

Debtholders, holding in the aggregate more than 10% of the Aggregate Outstanding Amount of

the Controlling Class, or to any suit instituted by any Debtholder for the enforcement of the

payment of the principal of or interest on any Debt on or after the applicable Stated Maturity (or,

in the case of redemption which has resulted in an Event of Default, on or after the applicable

Redemption Date).

Section IV.16 Waiver of Stay or Extension Laws . The Issuer covenants (to the extent

that they may lawfully do so) that they shall not at any time insist upon, or plead, or in any

manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any

valuation, appraisement, redemption or marshalling law or rights, in each case wherever enacted,

now or at any time hereafter in force, which may affect the covenants, the performance of or any

remedies under this Indenture; and the Issuer (to the extent that they may lawfully do so) hereby

expressly waives all benefit or advantage of any such law or rights, and covenant that they shall

not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall

suffer and permit the execution of every such power as though no such law had been enacted or

rights created.

Section IV.17 Sale of Assets .  (a) The power to effect any sale (a “ Sale ”) of any portion

of the Assets pursuant to Sections 5.4   and 5.5 shall not be exhausted by any one or more Sales

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as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire

Assets shall have been sold or all amounts secured by the Assets shall have been paid. The

Trustee may upon notice to the Debtholders, and shall, upon direction of a Majority of the

Controlling Class, from time to time postpone any Sale by public announcement made at the

time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed

by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the

reasonable costs, charges and expenses (including but not limited to costs and expenses of

counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding

the provisions of Section 6.7 or other applicable terms hereof.

(a) The Trustee may bid for and acquire any portion of the Assets in

connection with a public Sale thereof, and may pay all or part of the purchase price by crediting

against amounts owing on the Secured Debt or other amounts secured by the Assets or other

amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the

reasonable costs, charges and expenses (including but not limited to costs and expenses of

counsel) incurred by the Trustee in connection with such Sale notwithstanding the provisions of

Section 6.7 hereof or other applicable terms hereof. The Secured Debt need not be produced in

order to complete any such Sale, or in order for the net proceeds of such Sale to be credited

against amounts owing on the Debt. The Trustee may hold, lease, operate, manage or otherwise

deal with any property so acquired in any manner permitted by law in accordance with this

Indenture.

(b) If any portion of the Assets consists of securities issued without

registration under the Securities Act (“ Unregistered Securities ”), the Trustee may seek an

Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a

Majority of the Controlling Class, seek a no action position from the Securities and Exchange

Commission or any other relevant federal or State regulatory authorities, regarding the legality of

a public or private Sale of such Unregistered Securities.

(c) The Trustee shall execute and deliver an appropriate instrument of

conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof,

without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably

appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any

portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect

such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s

authority, to inquire into the satisfaction of any conditions precedent or see to the application of

any Monies.

Section IV.18 Action on the Debt . The Trustee’s right to seek and recover judgment on

the Debt or under this Indenture shall not be affected by the seeking or obtaining of or

application for any other relief under or with respect to this Indenture. Neither the lien of this

Indenture nor any rights or remedies of the Trustee or the Debtholders shall be impaired by the

recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under

such judgment upon any portion of the Assets or upon any of the assets of the Issuer.

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ARTICLE V

THE TRUSTEE

Section V.1 Certain Duties and Responsibilities .  (a) Except during the continuance

of an Event of Default known to the Trustee:

(i) the Trustee undertakes to perform such duties and only such duties

as are specifically set forth herein, and no implied covenants or obligations shall be read

into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may

conclusively rely, as to the truth of the statements and the correctness of the opinions

expressed therein, upon certificates or opinions furnished to the Trustee and conforming

to the requirements of this Indenture; provided that in the case of any such certificates or

opinions which by any provision hereof are specifically required to be furnished to the

Trustee, the Trustee shall be under a duty to examine the same to determine whether or

not they substantially conform on their face to the requirements of this Indenture and

shall promptly, but in any event within three Business Days in the case of an Officer’s

certificate furnished by the Collateral Manager, notify the party delivering the same if

such certificate or opinion does not conform. If a corrected form shall not have been

delivered to the Trustee within 15 days after such notice from the Trustee, the Trustee

shall so notify the Debtholders.

(a) In case an Event of Default known to the Trustee has occurred and is

continuing, the Trustee shall, prior to the receipt of directions, if any, from a Majority of the

Controlling Class, or such other percentage as permitted by this Indenture, exercise such of the

rights and powers vested in it by this Indenture, and use the same degree of care and skill in its

exercise, as a prudent person would exercise or use under the circumstances in the conduct of

such person’s own affairs.

(b) No provision of this Indenture shall be construed to relieve the Trustee

from liability for its own negligent action, its own negligent failure to act, or its own willful

misconduct, except that:

(i) this sub-section shall not be construed to limit the effect of sub-

section (a) of this Section 6.1 ;

(ii) the Trustee shall not be liable for any error of judgment made in

good faith by a Trust Officer, unless it shall be proven that the Trustee was negligent in

ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action taken or

omitted to be taken by it in good faith in accordance with the direction of the Issuer or the

Collateral Manager in accordance with this Indenture and/or a Majority (or such other

percentage as may be required by the terms hereof) of the Controlling Class (or other

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Class if required or permitted by the terms hereof), relating to the time, method and place

of conducting any Proceeding for any remedy available to the Trustee, or exercising any

trust or power conferred upon the Trustee, under this Indenture;

(iv) no provision of this Indenture shall require the Trustee to expend

or risk its own funds or otherwise incur any financial or other liability in the performance

of any of its duties hereunder, or in the exercise of any of its rights or powers

contemplated hereunder, if it shall have reasonable grounds for believing that repayment

of such funds or adequate indemnity satisfactory to it against such risk or liability is not

reasonably assured to it unless such risk or liability relates to the performance of its

ordinary services, including mailing of notices under this Indenture; and

(v) in no event shall the Trustee be liable for special, indirect, punitive

or consequential loss or damage (including lost profits) even if the Trustee has been

advised of the likelihood of such damages and regardless of such action.

(c) For all purposes under this Indenture, the Trustee shall not be deemed to

have notice or knowledge of any Default or Event of Default described in Sections 5.1(c) , (d) ,

(e) , (f) or (g) unless a Trust Officer assigned to and working in the Corporate Trust Office has

actual knowledge thereof or unless written notice of any event which is in fact such an Event of

Default or Default is received by the Trustee at the Corporate Trust Office, and such notice

references the Debt generally, the Issuer or this Indenture. For purposes of determining the

Trustee’s responsibility and liability hereunder, whenever reference is made herein to such an

Event of Default or a Default, such reference shall be construed to refer only to such an Event of

Default or Default of which the Trustee is deemed to have notice as described in this Section 6.1 .

(d) Upon the Trust Officer receiving written notice from the Collateral

Manager stating that an event constituting “Cause” as defined in the Collateral Management

Agreement has occurred, the Trustee shall, not later than five Business Days thereafter, forward

such notice to the Noteholders (as their names appear in the Note Register), the Class A-L

Xxxxxxx) as their names appear in the Loan Register).

(e) Whether or not therein expressly so provided, every provision of this

Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee

shall be subject to the provisions of this Section 6.1 .

(f) The Trustee shall, upon reasonable (but no less than three Business Days’)

prior written notice to the Trustee, permit any representative of a Holder of Debt, during the

Trustee’s normal business hours, to examine all books of account, records, reports and other

papers of the Trustee (other than items protected by attorney-client privilege or in violation of

any confidentiality provisions contained therein) relating to the Debt, to make copies and extracts

therefrom (the reasonable out-of-pocket expenses incurred in making any such copies or extracts

to be reimbursed to the Trustee by such Xxxxxx) and to discuss the Trustee’s actions, as such

actions relate to the Trustee’s duties with respect to the Debt, with the Trust Officers and

employees responsible for carrying out the Trustee’s duties with respect to the Debt.

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Section V.2 Notice of Event of Default . Promptly (and in no event later than three

Business Days) after the occurrence of any Event of Default actually known to a Trust Officer of

the Trustee or after any declaration of acceleration has been made or delivered to the Trustee

pursuant to Section 5.2 , the Trustee shall provide written notice to the Collateral Manager, S&P

and all Holders (as their names and addresses appear in the Note Register and/or Loan Register,

as applicable), of all Event of Defaults hereunder known to the Trustee, unless such Event of

Default shall have been cured or waived.

Section V.3 Certain Rights of Trustee . Except as otherwise provided in Section 6.1 :

(a) the Trustee may conclusively rely and shall be fully protected in acting or

refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,

notice, request, direction, consent, order, note or other paper, electronic communication or

document believed by it to be genuine and to have been signed or presented by the proper party

or parties; provided that any electronically signed document delivered via electronic mail or

other transmission method from a person purporting to be an Officer shall be considered signed

or executed by such Officer on behalf of the applicable Person, and the Trustee shall have no

duty to inquire into or investigate the authenticity or authorization of any such electronic

signature and shall be entitled to conclusively rely on any such electronic signature without any

liability with respect thereto;

(b) any request or direction of the Issuer mentioned herein shall be sufficiently

evidenced by an Issuer Request or Issuer Order, as the case may be;

(c) whenever in the administration of this Indenture the Trustee shall (i) deem

it desirable that a matter be proved or established prior to taking, suffering or omitting any action

hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the

absence of bad faith on its part, rely upon an Officer’s certificate or Issuer Order or (ii) be

required to determine the value of any Assets or funds hereunder or the cash flows projected to

be received therefrom, the Trustee may, in the absence of bad faith on its part, rely on reports of

nationally recognized accountants (which may or may not be the Independent accountants

appointed by the Issuer pursuant to Section 10.11 hereunder), investment bankers or other

Persons qualified to provide the information required to make such determination, including

nationally recognized dealers in Assets of the type being valued, securities quotation services,

loan pricing services and loan valuation agents;

(d) as a condition to the taking or omitting of any action by it hereunder, the

Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall

be full and complete authorization and protection in respect of any action taken or omitted by it

hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise or to honor any of the

rights or powers vested in it by this Indenture at the request or direction of any of the Holders

pursuant to this Indenture, unless such Holders shall have provided to the Trustee security or

indemnity reasonably satisfactory to it against the costs, expenses (including reasonable

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attorneys’ fees and expenses) and liabilities which might reasonably be incurred by it in

compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or

matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,

request, direction, consent, order, note or other paper, electronic communication or document,

but the Trustee, in its discretion, may, and upon the written direction of a Majority of the

Controlling Class or of S&P shall (subject to the right hereunder to be reasonably satisfactorily

indemnified for associated expense and liability), make such further inquiry or investigation into

such facts or matters as it may see fit or as it shall be directed, and the Trustee shall be entitled,

on reasonable prior notice to the Issuer and the Collateral Manager, to examine the books and

records relating to the Debt and the Assets, personally or by agent or attorney, during the Issuer’s

or the Collateral Manager’s normal business hours; provided that the Trustee shall, and shall

cause its agents to, hold in confidence all such information, except (i) to the extent disclosure

may be required by law by any regulatory, administrative or Governmental Authority and (ii) to

the extent that the Trustee, in its sole discretion, may determine that such disclosure is consistent

with its obligations hereunder; provided , further , that the Trustee may disclose on a confidential

basis any such information to its agents, attorneys and auditors in connection with the

performance of its responsibilities hereunder;

(g) the Trustee may execute any of the trusts or powers hereunder or perform

any duties hereunder either directly or by or through agents or attorneys; provided that the

Trustee shall not be responsible for any misconduct or negligence on the part of any agent

appointed or attorney appointed, with due care by it hereunder;

(h) the Trustee shall not be liable for any action it takes or omits to take in

good faith that it reasonably believes to be authorized or within its rights or powers hereunder,

including actions or omissions to act at the direction of the Collateral Manager;

(i) nothing herein shall be construed to impose an obligation on the part of

the Trustee to monitor, recalculate, evaluate or verify or independently determine the accuracy of

any report, certificate or information received from the Issuer or Collateral Manager (unless and

except to the extent otherwise expressly set forth herein);

(j) to the extent any defined term hereunder, or any calculation required to be

made or determined by the Trustee hereunder, is dependent upon or defined by reference to

generally accepted accounting principles (as in effect in the United States) (“ GAAP ”), the

Trustee shall be entitled to request and receive (and rely upon) instruction from the Issuer or the

accountants identified in the Accountants’ Report (and in the absence of its receipt of timely

instruction therefrom, which may or may not be the Independent accountants appointed by the

Issuer pursuant to Section 10.11 hereunder, shall be entitled to obtain from an Independent

accountant at the expense of the Issuer) as to the application of GAAP in such connection, in any

instance;

(k) the Trustee shall not be liable for the actions or omissions of, or any

inaccuracies in the records of, the Collateral Manager, the Issuer any Paying Agent (other than

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the Trustee), DTC, Euroclear, Clearstream, or any other clearing agency or depository or for the

actions or omissions of any such Person (including compliance with Rule 17g-5 requirements in

accordance with Section 14.16 hereunder) and without limiting the foregoing, the Trustee shall

not be under any obligation to monitor, evaluate or verify compliance by the Collateral Manager

with the terms hereof or of the Collateral Management Agreement, or to verify or independently

determine the accuracy of information received by the Trustee from the Collateral Manager (or

from any selling institution, agent bank, trustee or similar source) with respect to the Assets;

(l) notwithstanding any term hereof (or any term of the UCC that might

otherwise be construed to be applicable to a “ securities intermediary ” as defined in the UCC) to

the contrary, none of the Trustee, the Custodian or the Securities Intermediary shall be under a

duty or obligation in connection with the acquisition or Grant by the Issuer to the Trustee of any

item constituting the Assets, or to evaluate the sufficiency of the documents or instruments

delivered to it by or on behalf of the Issuer in connection with its Grant or otherwise, or in that

regard to examine any Underlying Document, in each case, in order to determine compliance

with applicable requirements of and restrictions on transfer in respect of such Assets;

(m) in the event the Bank (in its individual capacity or as Trustee), U.S. Bank

National Association or any Affiliate is also acting in the capacity of Paying Agent, Note

Registrar, Transfer Agent, Loan Agent, Custodian, Calculation Agent, Authenticating Agent, or

Securities Intermediary, the rights, protections, benefits, immunities and indemnities afforded to

the Trustee pursuant to this Article VI shall also be afforded to the Bank, U.S. Bank National

Association or such other Affiliate acting in such capacities; provided that such rights,

protections, benefits, immunities and indemnities shall be in addition to any rights, immunities

and indemnities provided in the Class A-L Loan Agreement, Securities Account Control

Agreement or any other documents to which the Bank, U.S. Bank National Association or such

other Affiliate in such capacity is a party; provided , however , that the foregoing shall not be

construed to impose upon the Paying Agent, Note Registrar, Transfer Agent, Loan Agent,

Custodian, Calculation Agent, Authenticating Agent, or Securities Intermediary any of the duties

or standard of care (including, without limitation, any duties of a prudent person) of the Trustee;

(n) any permissive right of the Trustee to take or refrain from taking actions

enumerated in this Indenture shall not be construed as a duty;

(o) the Trustee shall not be required to give any bond or surety in respect of

the execution of this Indenture or otherwise;

(p) the Trustee shall not be deemed to have notice or knowledge of any matter

unless a Trust Officer has actual knowledge thereof or unless written notice thereof is received

by the Trustee at the Corporate Trust Office and such notice references the Debt generally, the

Issuer, the Class A-L Loan Agreement or this Indenture. Whenever reference is made herein to a

Default or an Event of Default such reference shall, insofar as determining any liability on the

part of the Trustee is concerned, be construed to refer only to a Default or an Event of Default of

which the Trustee is deemed to have knowledge in accordance with this paragraph;

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(q) the Trustee shall not be responsible for delays or failures in performance

resulting from circumstances beyond its control (such circumstances include but are not limited

to acts of God, strikes, lockouts, riots, acts of war, loss or malfunctions of utilities, computer

(hardware or software) or communication services);

(r) to help fight the funding of terrorism and money laundering activities, the

Trustee will obtain, verify, and record information that identifies individuals or entities that

establish a relationship or open an account with the Trustee. The Trustee will ask for the name,

address, tax identification number and other information that will allow the Trustee to identify

the individual or entity who is establishing the relationship or opening the account. The Trustee

may also ask for formation documents such as organizational documents, an offering

memorandum, or other identifying documents to be provided;

(s) in making or disposing of any investment permitted by this Indenture, the

Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of its

Affiliates, in each case on an arm’s-length basis, whether it or such Affiliate is acting as a

subagent of the Trustee or for any third party or dealing as principal for its own account. If

otherwise qualified, obligations of the Bank or any of its Affiliates shall qualify as Eligible

Investments hereunder;

(t) the Trustee or its Affiliates are permitted to receive additional

compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as

investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with

respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain

Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such

compensation is not payable or reimbursable under Section 6.7 of this Indenture;

(u) the Trustee shall have no duty (i) to see to any recording, filing, or

depositing of this Indenture or any supplemental indenture or any financing statement or

continuation statement evidencing a security interest, or to see to the maintenance of any such

recording, filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii)

to maintain any insurance;

(v) neither the Trustee nor the Collateral Administrator shall be responsible

for determining (i) if a Collateral Obligation meets the criteria or eligibility restrictions imposed

by this Indenture or (ii) if the Collateral Manager has not provided it with the information

necessary for making such determination whether the conditions specified in the definition of

“ Deliver ,” “ Delivered ,” or “ Delivery ” have been complied with;

(w) the Collateral Administrator shall have the same rights, privileges and

indemnities afforded to the Trustee in this Article VI ; provided , that such rights, protections,

benefits, immunities and indemnities shall be in addition to, and not in limitation of, any rights,

protections, benefits, immunities and indemnities provided in the Collateral Administration

Agreement; provided , however , that the foregoing shall not be construed to impose upon the

Collateral Administrator any of the duties or standard of care (including, without limitation, any

duties of a prudent person) of the Trustee;

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(x) the Trustee is hereby authorized and directed by the Issuer to execute the

EU/UK Retention Agreement. For the avoidance of doubt, the Trustee has no responsibility for

the contents of the EU/UK Retention Agreement or its sufficiency for any purpose. Nothing

herein shall be construed to impose any liability or obligation on the part of the Trustee to

monitor compliance by any person with the U.S. Risk Retention Rules or the EU/UK Risk

Retention Requirements, nor will the Trustee be deemed to have any knowledge of any failure to

comply with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements unless a

Trust Officer has actual knowledge thereof or unless written notice of any event which is in fact

such failure to comply with the U.S. Risk Retention Rules or the EU/UK Risk Retention

Requirements is received by a Trust Officer of the Trustee at the Corporate Trust Office, and

such notice references this Indenture;

(y) [reserved]; and

(z) the Trustee and the Collateral Administrator shall be entitled to

conclusively rely on the Collateral Manager with respect to whether or not a Collateral

Obligation meets the criteria specified in the definition thereof and for the characterization,

classification, designation or categorization of each Collateral Obligation to the extent such

characterization, classification, designation or categorization is subjective or judgmental in

nature or based on information not readily available to the Trustee and Collateral Administrator.

Section V.4 Not Responsible for Recitals or Issuance of Debt . The recitals contained

herein and in the Debt, other than the Certificate of Authentication thereon, shall be taken as the

statements of the Issuer; and the Trustee assumes no responsibility for their correctness. The

Trustee makes no representation as to the validity or sufficiency of this Indenture (except as may

be made with respect to the validity of the Trustee’s obligations hereunder), the Assets or the

Debt. The Trustee shall not be accountable for the use or application by the Issuer of the Debt or

the proceeds thereof or any Money paid to the Issuer pursuant to the provisions hereof.

Section V.5 May Hold Debt . The Trustee, any Paying Agent, Loan Agent, Note

Registrar, Loan Registrar or any other agent of the Issuer, in its individual or any other capacity,

may become the owner or pledgee of Debt and/or additional Debt issued pursuant to Sections

2.13 and 3.2 , if any, and may otherwise deal with the Issuer or any of their Affiliates with the

same rights it would have if it were not Trustee, Paying Agent, Loan Agent, Note Registrar,

Loan Registrar or such other agent.

Section V.6 Money Held for the Benefit of the Secured Debtholders . Money held

by the Trustee hereunder shall be held for the benefit of the Secured Debtholders to the extent

required herein. The Trustee shall be under no liability for interest on any Money received by it

hereunder except to the extent of income or other gain on investments which are deposits in or

certificates of deposit of the Bank in its commercial capacity and income or other gain actually

received by the Trustee on Eligible Investments.

Section V.7 Compensation and Reimbursement .  (a) The Issuer agrees:

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(i) to pay the Trustee (and the Bank, U.S. Bank National Association

and any Affiliate thereof in each of their other capacities under the Transaction

Documents) on each Payment Date reasonable compensation, as set forth in a separate

fee schedule, for all services rendered by it hereunder (which compensation shall not be

limited by any provision of law in regard to the compensation of a trustee of an express

trust);

(ii) except as otherwise expressly provided herein, to reimburse the

Trustee (and the Bank, U.S. Bank National Association and any Affiliate thereof in each

of their other capacities under the Transaction Documents) in a timely manner upon its

request for all reasonable expenses, disbursements and advances incurred or made by the

Trustee, the Bank, U.S. Bank National Association or any Affiliate in each of their other

capacities under the Transaction Documents in accordance with any provision of this

Indenture or other Transaction Document (including, without limitation, securities

transaction charges and the reasonable compensation and expenses and disbursements of

its agents and legal counsel and of any accounting firm or investment banking firm

employed by the Trustee pursuant to Section 5.4 , 5.5 , 6.3(c) or 10.8 , except any such

expense, disbursement or advance as may be attributable to its negligence, willful

misconduct or bad faith) but with respect to securities transaction charges, only to the

extent any such charges have not been waived during a Collection Period due to the

Trustee’s receipt of a payment from a financial institution with respect to certain Eligible

Investments, as specified by the Collateral Manager;

(iii) to indemnify the Trustee, the Bank, U.S. Bank National

Association and any Affiliate thereof in each of their other capacities under the

Transaction Documents and their respective officers, directors, employees and agents for,

and to hold them harmless against, any loss, liability or expense (including reasonable

attorneys’ fees and expenses) incurred without negligence, willful misconduct or bad

faith on their part, arising out of or in connection with the acceptance or administration of

this Indenture or the performance of its duties hereunder or the any of the other

Transaction Documents, including the costs and expenses of defending themselves

(including reasonable attorneys’ fees and costs) against any claim or liability whether

brought by or involving any party to the Transaction Documents or any third party in

connection with the administration exercise or performance of any of their powers or

duties hereunder and under any other agreement or instrument related hereto or the

enforcement of any provision under any Transaction Document; and

(iv) to pay the Trustee reasonable additional compensation together

with its expenses (including reasonable counsel fees) for any collection or enforcement

action taken pursuant to Section 6.13 or Article V , respectively.

(a) The Trustee shall receive amounts pursuant to this Section 6.7 and any

other amounts payable to it under this Indenture or in any of the Transaction Documents to

which the Trustee is a party only as provided in Sections 11.1(a)(i) , (ii) and (iii) but only to the

extent that funds are available for the payment thereof. Subject to Section 6.9 , the Trustee shall

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continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall

not have received amounts due it hereunder; provided that nothing herein shall impair or affect

the Trustee’s rights under Section 6.9 . No direction by the Debtholders shall affect the right of

the Trustee to collect amounts owed to it under this Indenture. If, on any date when a fee or an

expense shall be payable to the Trustee pursuant to this Indenture, insufficient funds are available

for the payment thereof, any portion of a fee or an expense not so paid shall be deferred and

payable on such later date on which a fee or an expense shall be payable and sufficient funds are

available therefor.

(b) The Trustee hereby agrees not to cause the filing of a petition in

bankruptcy against the Issuer for the non-payment to the Trustee of any amounts provided by this

Section 6.7 until at least one year and one day, or, if longer, the applicable preference period then

in effect plus one day, after the payment in full of all Debt issued under this Indenture and the

Class A-L Loan Agreement.

(c) The Issuer’s payment obligations to the Trustee under this Section 6.7

shall be secured by the lien of this Indenture payable in accordance with the Priority of

Payments, and shall survive the discharge of this Indenture and the resignation or removal of the

Trustee.

Section V.8 Corporate Trustee Required; Eligibility . There shall at all times be a

Trustee hereunder which shall be an Independent organization or entity organized and doing

business under the laws of the United States or of any state thereof, authorized under such laws

to exercise corporate trust powers, having a combined capital and surplus of at least U.S.

$200,000,000, subject to supervision or examination by federal or state authority, having a long

term issuer rating of at least “BBB+” by S&P and having an office within the United States, and

who makes the representations contained in Section 6.17 . If such organization or entity publishes

reports of condition at least annually, pursuant to law or to the requirements of the aforesaid

supervising or examining authority, then for the purposes of this Section 6.8 , the combined

capital and surplus of such organization or entity shall be deemed to be its combined capital and

surplus as set forth in its most recent published report of condition. If at any time the Trustee

shall cease to be eligible in accordance with the provisions of this Section 6.8 , it shall resign

immediately in the manner and with the effect hereinafter specified in this Article VI .

Section V.9 Resignation and Removal; Appointment of Successor .  (a) No

resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this

Article VI shall become effective until the acceptance of appointment by the successor Trustee

under Section 6.10 .

(a) The Trustee may resign at any time by giving not less than 30 days’

written notice thereof to the Issuer (and, subject to Section 14.3(c) , the Issuer shall provide notice

to S&P if S&P is still rating a Class of Secured Debt), the Collateral Manager and the Holders of

the Debt. Upon receiving such notice of resignation, the Issuer shall promptly appoint a

successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in

duplicate, executed by an Officer of the Issuer, one copy of which shall be delivered to the

Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to

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each Holder of the Secured Debt, each Holder of the Subordinated Notes and the Collateral

Manager; provided that such successor Trustee shall be appointed only upon the Act of a

Majority of the Debt of each Class, voting together or, at any time when an Event of Default

shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no

successor Trustee shall have been appointed and an instrument of acceptance by a successor

Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice

of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly

situated, may petition any court of competent jurisdiction for the appointment of a successor

Trustee satisfying the requirements of Section 6.8 .

(b) The Trustee may be removed at any time upon 30 days’ written notice by

Act of a Majority of the Controlling Class, a Majority of the Subordinated Notes and a Majority

of each other Class of Debt, voting together or, when an Event of Default shall have occurred

and be continuing by an Act of a Majority of the Controlling Class, delivered to the Trustee and

to the Issuer.

(c) If at any time:

(i) the Trustee shall cease to be eligible under Section 6.8 and shall

fail to resign after written request therefor by the Issuer or by any Holder; or

(ii) the Trustee shall become incapable of acting or shall be adjudged

as bankrupt or insolvent or a receiver or liquidator of the Trustee or of its property shall

be appointed or any public officer shall take charge or control of the Trustee or of its

property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in

any such case (subject to Section (a) ), (A) the Issuer, by Issuer Order, may remove the

Trustee, or (B) subject to Section 5.15 , any Holder may, on behalf of itself and all others

similarly situated, petition any court of competent jurisdiction for the removal of the

Trustee and the appointment of a successor Xxxxxxx.

(d) If the Trustee shall resign, be removed or become incapable of acting, or if

a vacancy shall occur in the office of the Trustee for any reason (other than resignation), the

Issuer, by Issuer Order, shall promptly appoint a successor Trustee. If the Issuer shall fail to

appoint a successor Trustee within 60 days after such resignation, removal or incapability or the

occurrence of such vacancy, a successor Trustee may be appointed by a Majority of the

Controlling Class by written instrument delivered to the Issuer and the retiring Trustee. The

successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become

the successor Trustee and supersede any successor Trustee proposed by the Issuer. If no

successor Trustee shall have been so appointed by the Issuer or a Majority of the Controlling

Class and shall have accepted appointment in the manner hereinafter provided, subject to

Section 5.15 , the Trustee or any Holder may, on behalf of itself and all others similarly situated,

petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e) The Issuer shall give prompt notice of each resignation and removal of the

Trustee and each appointment of a successor Trustee by providing notice of such event to the

Collateral Manager, S&P, the Loan Agent and the Holders of the Notes (as their names and

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addresses appear in the Note Register) and to the Class A-L Lender (as their names and

addresses appear in the Loan Register). Each notice shall include the name of the successor

Trustee and the address of its Corporate Trust Office. If the Issuer fails to provide such notice

within ten days after acceptance of appointment by the successor Trustee, the successor Trustee

shall cause such notice to be given at the expense of the Issuer.

(f) Any resignation or removal of the Trustee under this Section 6.9 shall be

an effective resignation or removal of the Bank, U.S. Bank National Association and any

Affiliate thereof in each of their other capacities under this Indenture and as Collateral

Administrator under the Collateral Administration Agreement and in any other applicable

capacity under the Transaction Documents.

Section V.10 Acceptance of Appointment by Successor . Every successor Trustee

appointed hereunder shall meet the requirements of  Section 6.8 , shall make the representations

and warranties contained in Section 6.17 , and shall execute, acknowledge and deliver to the

Issuer and the retiring Trustee an instrument accepting such appointment. In addition, so long as

the entity serving as the retiring Trustee is the same institution as the Collateral Administrator,

unless otherwise agreed to in writing by the Issuer, the successor and the retiring institutions,

such successor Trustee shall automatically become, and hereby so agrees to be, the Collateral

Administrator pursuant to Section  7(f) of the Collateral Administration Agreement and shall

assume the duties of the Collateral Administrator under the terms and conditions of the Collateral

Administration Agreement in its acceptance of appointment as successor Trustee until such time,

if any, as it is replaced as Collateral Administrator by the Issuer pursuant to the Collateral

Administration Agreement. Upon delivery of the required instruments, the resignation or

removal of the retiring Trustee shall become effective and such successor Trustee, without any

further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties

and obligations of the retiring Trustee; but, on request of the Issuer or a Majority of any Class of

Debt or the successor Trustee, such retiring Trustee shall, upon payment of its charges then

unpaid, execute and deliver an instrument transferring to such successor Trustee or successor

Collateral Administrator, as applicable, all the rights, powers and trusts of the retiring Trustee,

and shall duly assign, transfer and deliver to such successor Trustee all property and Money held

by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall

execute any and all instruments for more fully and certainly vesting in and confirming to such

successor Trustee all such rights, powers and trusts.

Section V.11 Merger, Conversion, Consolidation or Succession to Business of

Trustee . Any organization or entity into which the Trustee may be merged or converted or with

which it may be consolidated, or any organization or entity resulting from any merger,

conversion or consolidation to which the Trustee shall be a party, or any organization or entity

succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the

successor of the Trustee hereunder; provided that such organization or entity shall be otherwise

qualified and eligible under this Article VI , without the execution or filing of any paper or any

further act on the part of any of the parties hereto. In case any of the Notes has been

authenticated, but not delivered, by the Trustee then in office, any successor by merger,

conversion or consolidation to such authenticating Trustee may adopt such authentication and

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deliver the Notes so authenticated with the same effect as if such successor Trustee had itself

authenticated such Notes.

Section V.12 Co-Trustees . At any time or times, for the purpose of meeting the legal

requirements of any jurisdiction in which any part of the Assets may at the time be located, the

Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (with

notice to S&P), jointly with the Trustee, of all or any part of the Assets, with the power to file

such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such

claims and enforce such rights of action on behalf of the Holders, as such Holders themselves

may have the right to do, subject to the other provisions of this Section 6.12 .

The Issuer shall join with the Trustee in the execution, delivery and performance of all

instruments and agreements necessary or proper to appoint a co-trustee. If the Issuer does not

join in such appointment within 15 days after the receipt by them of a request to do so, the

Trustee shall have the power to make such appointment.

Should any written instrument from the Issuer be required by any co-trustee so appointed,

more fully confirming to such co-trustee such property, title, right or power, any and all such

instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer

agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A) , for any

reasonable fees and expenses in connection with such appointment.

Every co-trustee shall, to the extent permitted by law, but to such extent only, be

appointed subject to the following terms:

(a) the Notes shall be authenticated and delivered and all rights, powers,

duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal

property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be

exercised solely by the Trustee;

(b) the rights, powers, duties and obligations hereby conferred or imposed

upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be

conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such

co-trustee jointly as shall be provided in the instrument appointing such co-trustee;

(c) the Trustee at any time, by an instrument in writing executed by it, with

the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or

remove any co-trustee appointed under this Section 6.12 , and in case an Event of Default has

occurred and is continuing, the Trustee shall have the power to accept the resignation of, or

remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee

so resigned or removed may be appointed in the manner provided in this Section 6.12 ;

(d) no co-trustee hereunder shall be personally liable by reason of any act or

omission of the Trustee hereunder;

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(e) the Trustee shall not be liable by reason of any act or omission of a co-

trustee; and

(f) any Act of the Holders delivered to the Trustee shall be deemed to have

been delivered to each co-trustee.

Section V.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds . If

the Trustee shall not have received a payment with respect to any Asset on its Due Date, (a) the

Trustee shall promptly notify the Issuer and the Collateral Manager in writing and (b) unless

within three Business Days (or the end of the applicable grace period for such payment, if any)

after such notice (x) such payment shall have been received by the Trustee or (y) the Issuer, in its

absolute discretion (but only to the extent permitted by Section 10.2(a) ), shall have made

provision for such payment satisfactory to the Trustee in accordance with Section 10.2(a) , the

Trustee shall, not later than the Business Day immediately following the last day of such period

and in any case upon request by the Collateral Manager, request the issuer of such Asset, the

trustee under the related Underlying Document or a paying agent designated by either of them, as

the case may be, to make such payment not later than three Business Days after the date of such

request. If such payment is not made within such time period, the Trustee, subject to the

provisions of clause (iv) of Section 6.1(c) , shall take such action as the Collateral Manager shall

direct. Any such action shall be without prejudice to any right to claim a Default or Event of

Default under this Indenture. If the Issuer or the Collateral Manager requests a release of an

Asset under this Indenture, such release shall be subject to Section 10.10 of this Indenture.

Notwithstanding any other provision hereof, the Trustee shall deliver to the Issuer or its designee

any payment with respect to any Asset received after the Due Date thereof to the extent the

Issuer previously made provisions for such payment satisfactory to the Trustee in accordance

with this Section 6.13 and such payment shall not be deemed part of the Assets.

Reasonably promptly after receipt thereof, the Trustee will notify and provide to the

Collateral Manager on behalf of the Issuer a copy of any documents, financial reports, legal

opinions or any other information including, without limitation, any notices, reports, requests for

waiver, consent requests or any other requests or communications relating to the Assets or any

Obligor or to actions affecting the Assets or any Obligor. Upon reasonable request by the

Collateral Manager or the Collateral Administrator, the Trustee further agrees to provide to the

Collateral Manager from time to time, on a timely basis, any information in its possession

relating to the Collateral Obligations, the Equity Securities and the Eligible Investments as

requested so as to enable the Collateral Manager to perform its duties hereunder, under the

Collateral Administration Agreement or under the Collateral Management Agreement.

Section V.14 Authenticating Agents . Upon the request of the Issuer, the Trustee shall,

and if the Trustee so chooses the Trustee may, appoint one or more Authenticating Agents with

power to act on its behalf and subject to its direction in the authentication of Notes in connection

with issuance, transfers and exchanges under Sections 2.4 , 2.5 , 2.6 and 8.5 , as fully to all intents

and purposes as though each such Authenticating Agent had been expressly authorized by such

Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of

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Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the

authentication of Notes by the Trustee.

Any Person into which any Authenticating Agent may be merged or converted or with

which it may be consolidated, or any Person resulting from any merger, consolidation or

conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the

corporate trust business of any Authenticating Agent, shall be the successor of such

Authenticating Agent hereunder, without the execution or filing of any further act on the part of

the parties hereto or such Authenticating Agent or such successor Person.

Any Authenticating Agent may at any time resign by giving written notice of resignation

to the Trustee and the Issuer. The Trustee may at any time terminate the agency of any

Authenticating Agent by giving written notice of termination to such Authenticating Agent and

the Issuer. Upon receiving such notice of resignation or upon such a termination, the Trustee

shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent

and shall give written notice of such appointment to the Issuer.

Unless the Authenticating Agent is also the same entity as the Trustee, the Issuer agrees

to pay to each Authenticating Agent from time to time reasonable compensation for its services,

and reimbursement for its reasonable expenses relating thereto as an Administrative Expense.

The provisions of Sections 2.8 , 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Section V.15 Withholding . If any withholding tax is imposed by applicable law on the

Issuer’s payment (or allocations of income) under the Debt, such tax shall reduce the amount

otherwise distributable to the relevant Holder. The Trustee is hereby authorized and directed to

retain from amounts otherwise distributable to any Holder sufficient funds for the payment of

any tax that is legally owed or required to be withheld by the Issuer or may be withheld because

of a failure by a Holder to provide any information required under Sections 1441, 1442, 1445,

1446 and 1471-1474 of the Code or any other provisions of any applicable law and to timely

remit such amounts to the appropriate taxing authority. Such authorization shall not prevent the

Trustee from contesting any such tax in appropriate proceedings and withholding payment of

such tax, if permitted by law, pending the outcome of such proceedings. The amount of any

withholding tax imposed with respect to any Debt shall be treated as Cash distributed to the

relevant Holder at the time it is withheld by the Trustee. If there is a possibility that withholding

tax is payable with respect to a distribution, the Paying Agent or the Trustee may, in its sole

discretion, withhold such amounts in accordance with this Section 6.15 . If any Holder or

beneficial owner wishes to apply for a refund of any such withholding tax, the Trustee shall

reasonably cooperate with such Person in providing readily available information so long as such

Xxxxxx agrees to reimburse the Trustee for any out-of-pocket expenses incurred. Nothing herein

shall impose an obligation on the part of the Trustee to determine the amount of any tax or

withholding obligation on the part of the Issuer or in respect of the Debt.

Section V.16 Representative for Debtholders Only; Agent for each other Secured

Party . With respect to the security interest created hereunder, the delivery of any item of Asset

to the Trustee is to the Trustee as representative of the Debtholders and agent for each other

Secured Party. In furtherance of the foregoing, the possession by the Trustee of any Asset, and

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the endorsement to or registration in the name of the Trustee of any Asset (including without

limitation as entitlement holder of the Custodial Account) are all undertaken by the Trustee in its

capacity as representative of the Debtholders, and agent for each other Secured Party.

Section V.17 Representations and Warranties of the Bank . The Bank hereby

represents and warrants as follows, in its individual capacity and in its capacities as described

below (and any Person that becomes a successor Trustee pursuant to Sections 6.9 , 6.10 , or 6.11 ,

or a co-trustee pursuant to Section 6.12 , represents and warrants as follows in its individual

capacity and in its capacity as Trustee where applicable):

(a) Organization . The Bank has been duly organized and is validly existing as

a national banking association with trust powers under the laws of the United States and has the

power to conduct its business and affairs as a trustee, paying agent, registrar, transfer agent,

custodian and calculation agent.

(b) Authorization; Binding Obligations . The Bank has the corporate power

and authority to perform the duties and obligations of Trustee, Paying Agent, Note Registrar,

Transfer Agent and Calculation Agent under this Indenture. The Bank has taken all necessary

corporate action to authorize the execution, delivery and performance of this Indenture, and all of

the documents required to be executed by the Bank pursuant hereto. This Indenture has been

duly authorized, executed and delivered by the Bank and constitutes the legal, valid and binding

obligation of the Bank enforceable in accordance with its terms subject, as to enforcement, (i) to

the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of

creditors’ rights as such laws would apply in the event of any bankruptcy, receivership,

insolvency or similar event applicable to the Bank and (ii) to general equitable principles

(whether enforcement is considered in a proceeding at law or in equity).

(c) Eligibility . The Bank is eligible under Section 6.8 to serve as Trustee

hereunder.

(d) No Conflict . Neither the execution, delivery and performance of this

Indenture, nor the consummation of the transactions contemplated by this Indenture, (i) is

prohibited by, or requires the Bank to obtain any consent, authorization, approval or registration

under, any law, statute, rule, regulation, judgment, order, writ, injunction or decree that is

binding upon the Bank or any of its properties or assets, or (ii) will violate any provision of,

result in any default or acceleration of any obligations under, result in the creation or imposition

of any lien pursuant to, or require any consent under, any material agreement to which the Bank

is a party or by which it or any of its property is bound.

ARTICLE VI

COVENANTS

Section VI.1 Payment of Principal and Interest . The Issuer will duly and punctually

pay the principal of and interest on the Secured Debt, the Class A-L Loan Agreement, in

accordance with the terms of such Secured Notes and this Indenture pursuant to the Priority of

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Payments. The Issuer will, to the extent funds are available pursuant to the Priority of Payments,

duly and punctually pay all required distributions on the Subordinated Notes, in accordance with

the Subordinated Notes and this Indenture.

Amounts properly withheld under the Code or other applicable law by any Person from a

payment under any Debt shall be considered as having been paid by the Issuer to the relevant

Holder for all purposes of this Indenture and the Class A-L Loan Agreement, as applicable.

Section VI.2 Maintenance of Office or Agency . The Issuer hereby appoints the

Trustee as a Paying Agent for payments on the Debt. Notes may be surrendered for registration

of transfer or exchange at the Corporate Trust Office of the Trustee or its agent designated for

purposes of surrender, transfer or exchange. The Issuer hereby appoints Corporation Service

Company, 00 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as agent upon whom

process or demands may be served in any action arising out of or based on this Indenture or the

transactions contemplated hereby.

The Issuer may at any time and from time to time vary or terminate the appointment of

any such agent or appoint any additional agents for any or all of such purposes; provided ,

however , that the Issuer shall maintain in the Borough of Manhattan, The City of New York, an

office or agency where notices and demands to or upon the Issuer in respect of such Debt, the

Class A-L Loan Agreement and this Indenture may be served and, subject to any laws or

regulations applicable thereto, an office or agency outside of the United States where Notes may

be presented and surrendered for payment; provided , further , that no paying agent shall be

appointed in a jurisdiction which would cause payments on the Notes to be subject to aggregate

withholding tax in excess of any withholding tax that was imposed on such payments

immediately before the appointment. The Issuer shall at all times cause a duplicate copy of the

Note Register to be maintained at the Corporate Trust Office of the Trustee. The Issuer shall give

written notice as soon as reasonably practicable to the Trustee, the Holders, and S&P of the

appointment or termination of any such agent and of the location and any change in the location

of any such office or agency.

If at any time the Issuer shall fail to maintain any such required office or agency in the

Borough of Manhattan, The City of New York, or outside the United States, or shall fail to

furnish the Trustee with the address thereof, presentations and surrenders may be made (subject

to the limitations described in the preceding paragraph) at, notices and demands may be served

on the Issuer, and Notes may be presented and surrendered for payment to the appropriate Paying

Agent at its main office, and the Issuer hereby appoints the same as their agent to receive such

respective presentations, surrenders, notices and demands.

Section VI.3 Money for Debt Payments to be Held for the Benefit of the Holders .

All payments of amounts due and payable with respect to any Debt that are to be made from

amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the

Trustee or a Paying Agent with respect to payments or distributions on the Debt.

When the Issuer shall have a Paying Agent that is not also the Note Registrar and the

Loan Registrar, they shall furnish, or cause the Note Registrar or Loan Registrar to furnish, as

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applicable, no later than the fifth calendar day after each Record Date a list, if necessary, in such

form as such Paying Agent may reasonably request, of the names and addresses of the Holders

and of the certificate numbers of individual Notes (or loan notes, as applicable) held by each

such Holder.

Whenever the Issuer shall have a Paying Agent other than the Trustee, the Issuer shall, on

or before the Business Day next preceding each Payment Date and on any Redemption Date, as

the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as

the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the

amounts then becoming due (to the extent funds are then available for such purpose in the

Payment Account), such sum to be held for the benefit of the Persons entitled thereto and (unless

such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or

failure so to act. Any Monies deposited with a Paying Agent (other than the Trustee) in excess of

an amount sufficient to pay the amounts then becoming due on the Debt with respect to which

such deposit was made shall be paid over by such Paying Agent to the Trustee for application in

accordance with Article XI .

The initial Paying Agent shall be as set forth in Section 7.2 . Any additional or successor

Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee;

provided that so long as the Debt of any Class is rated by S&P with respect to any additional or

successor Paying Agent, either (i) such Paying Agent has a long-term issuer rating of “A+” or

higher by S&P or a short-term issuer rating of “A-1” by S&P or (ii) notice shall have been

provided to S&P. If such successor Paying Agent ceases to have the ratings described in the

immediately preceding sentence, the Issuer shall promptly remove such Paying Agent and

appoint a successor Paying Agent. The Issuer shall not appoint any Paying Agent that is not, at

the time of such appointment, a depository institution or trust company subject to supervision

and examination by federal and/or state banking authorities. The Issuer shall cause each Paying

Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such

Paying Agent shall agree with the Trustee and if the Trustee acts as Paying Agent, it hereby so

agrees, subject to the provisions of this Section 7.3 , that such Paying Agent will:

(a) allocate all sums received for payment to the Holders of Debt for which it

acts as Paying Agent on each Payment Date and any Redemption Date among such Persons in

the proportion specified in the applicable Distribution Report to the extent permitted by

applicable law;

(b) hold all sums held by it for the payment of amounts due with respect to the

Notes for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons

or otherwise disposed of as herein provided and pay such sums to such Persons as herein

provided;

(c) if such Paying Agent is not the Trustee, immediately resign as a Paying

Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Debt if at

any time it ceases to meet the standards set forth above required to be met by a Paying Agent at

the time of its appointment;

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(d) if such Paying Agent is not the Trustee, immediately give the Trustee

notice of any default by the Issuer in the making of any payment required to be made; and

(e) if such Paying Agent is not the Trustee, during the continuance of any

such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so

held in trust by such Paying Agent.

The Issuer may at any time, for the purpose of obtaining the satisfaction and

discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying

Agent to pay, to the Trustee all sums held for the benefit of the Secured Parties by the Issuer or

such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon

which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any

Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with

respect to such Money.

Except as otherwise required by applicable law, any Money deposited with the

Trustee, the Loan Agent or any Paying Agent for any payment on any Debt and remaining

unclaimed for two years after such amount has become due and payable shall be paid to the

Issuer on Issuer Order; and the Holder of such Debt shall thereafter, as an unsecured general

creditor, look only to the Issuer for payment of such amounts (but only to the extent of the

amounts so paid to the Issuer) and all liability of the Trustee, such Loan Agent or such Paying

Agent with respect to such deposited Money shall thereupon cease. The Trustee, the Loan Agent

or such Paying Agent, before being required to make any such release of payment, may, but shall

not be required to, adopt and employ, at the expense of the Issuer any reasonable means of

notification of such release of payment, including, but not limited to, providing notice of such

release to Holders whose Debt has been called but have not been surrendered for redemption or

whose right to or interest in Monies due and payable but not claimed is determinable from the

records of any Paying Agent, at the last address of record of each such Holder.

Section VI.4 Existence of the Issuer .  (a) The Issuer shall, to the maximum extent

permitted by applicable law, maintain in full force and effect their existence and rights as

companies formed or organized under the laws of the State of Delaware, and shall obtain and

preserve their qualification to do business as foreign corporations in each jurisdiction in which

such qualifications are or shall be necessary to protect the validity and enforceability of this

Indenture, the Class A-L Loan Agreement, the Debt or any of the Assets.

(a) The Issuer shall ensure that all corporate or other formalities regarding its

existence (including, to the extent required by applicable law, holding regular board of directors’,

members’, partners’ and shareholders’ or other similar meetings) are followed. The Issuer shall

not take any action, or conduct its affairs in a manner, that is likely to result in its separate

existence being ignored or in its assets and liabilities being substantively consolidated with any

other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting

the foregoing, (i) the Issuer shall not have any subsidiaries (except as permitted in this Indenture)

and shall not permit to be enacted, or engage in, any division or plan of division under Delaware

law (or any comparable event under a different jurisdiction’s laws), (ii) the Issuer shall not (A)

have any employees (other than its directors, members or managers, as applicable, to the extent

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any thereof is deemed to be an employee), (B) except as contemplated by the Collateral

Management Agreement, the Certificate of Formation and Limited Liability Company

Agreement, engage in any transaction with any shareholder or member, as applicable, that would

constitute a conflict of interest or (C) pay dividends other than in accordance with the terms of

this Indenture, the Class A-L Loan Agreement, the Certificate of Formation and Limited

Liability Company Agreement and (iii) the Issuer shall (A) maintain books and records separate

from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not

commingle its assets with those of any other Person, (D) conduct its own business in its own

name, (E) maintain separate financial statements (if any), (F) pay its own liabilities out of its own

funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery,

invoices and checks, (I) hold itself out as a separate Person and (J) correct any known

misunderstanding regarding its separate identity.

Section VI.5 Protection of Assets .  (a) The Collateral Manager on behalf of the Issuer

will cause the taking of such action within the Collateral Manager’s control as is reasonably

necessary in order to maintain the perfection and priority of the security interest of the Trustee in

the Assets; provided that the Collateral Manager shall be entitled to rely on any Opinion of

Counsel delivered pursuant to Section 7.6 and any Opinion of Counsel with respect to the same

subject matter delivered pursuant to Section 3.1(c) to determine what actions are reasonably

necessary, and shall be fully protected in so relying on such an Opinion of Counsel, unless the

Collateral Manager has actual knowledge that the procedures described in any such Opinion of

Counsel are no longer adequate to maintain such perfection and priority. The Issuer shall from

time to time execute and deliver all such supplements and amendments hereto and file or

authorize the filing of all such Financing Statements, continuation statements, instruments of

further assurance and other instruments, and shall take such other action as may be necessary or

advisable or desirable to secure the rights and remedies of the Secured Parties hereunder and to:

(i) Grant more effectively all or any portion of the Assets;

(ii) maintain, preserve and perfect any Grant made or to be made by

this Indenture including, without limitation, the first priority nature of the lien or carry

out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any Xxxxx made

or to be made by this Indenture (including, without limitation, any and all actions

necessary or desirable as a result of changes in law or regulations);

(iv) enforce any of the Assets or other instruments or property included

in the Assets;

(v) preserve and defend title to the Assets and the rights therein of the

Trustee, for the benefit of the Secured Parties, in the Assets against the claims of all

Persons and parties; or

(vi) pay or cause to be paid any and all taxes levied or assessed upon

all or any part of the Assets.

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The Issuer hereby designates the Trustee as its agent and attorney in fact to file and

xxxxxx authorizes the filing of any Financing Statement, continuation statement and all other

instruments, prepared and delivered to it, and take all other actions, required pursuant to this

Section 7.5 . Such designation shall not impose upon the Trustee, or release or diminish, the

Issuer’s and the Collateral Manager’s obligations under this Section 7.5 . The Issuer further

authorizes and shall cause the Issuer’s counsel to file without the Issuer’s signature an initial

Financing Statement on the Closing Date that names the Issuer as debtor and the Trustee, on

behalf of the Secured Parties, as secured party and that describes “all personal property of the

Debtor now owned or hereafter acquired” as the Assets in which the Trustee has a Grant.

(a) The Trustee shall not, except in accordance with Section 5.5 or

Section 10.10(a) , (b) and (c) and Section 12.1 , as applicable, permit the removal of any portion

of the Assets or transfer any such Assets from the Account to which it is credited, or cause or

permit any change in the Delivery made pursuant to Section 3.3 with respect to any Assets, if,

after giving effect thereto, the jurisdiction governing the perfection of the Trustee’s security

interest in such Assets is different from the jurisdiction governing the perfection at the time of

delivery of the most recent Opinion of Counsel pursuant to Section 7.6 (or, if no Opinion of

Counsel has yet been delivered pursuant to Section 7.6 , the Opinion of Counsel delivered at the

Closing Date pursuant to Section 3.1(c) ) unless the Trustee shall have received an Opinion of

Counsel to the effect that the lien and security interest created by this Indenture with respect to

such property and the priority thereof will continue to be maintained after giving effect to such

action or actions.

(b) The Issuer shall make an entry with respect to the security interest created

under this Indenture in the register of mortgages and charges at the Issuer’s registered office in

Delaware.

Section VI.6 Opinions as to Assets . On or before each five-year anniversary of the

Closing Date, the Issuer shall furnish to the Trustee and S&P an Opinion of Counsel relating to

the continued perfection of the security interest granted by the Issuer to the Trustee, stating that,

as of the date of such opinion, the lien and security interest created by this Indenture with respect

to the Assets remain perfected and that no further action (other than as specified in such opinion)

needs to be taken to ensure the continued perfection of such lien over the next five years.

Section VI.7 Performance of Obligations .  (a) The Issuer, each as to itself, shall not

take any action, and will use their best efforts not to permit any action to be taken by others, that

would release any Person from any of such Person’s covenants or obligations under any

instrument included in the Assets, except in the case of enforcement action taken with respect to

any Defaulted Obligation in accordance with the provisions hereof and of the Class A-L Loan

Agreement, and actions by the Collateral Manager under the Collateral Management Agreement

and in conformity therewith or with this Indenture, as applicable, or as otherwise required hereby

or deemed necessary or advisable by the Collateral Manager in accordance with the Collateral

Management Agreement.

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(a) The Issuer shall notify S&P within 10 Business Days after it has received

notice from any Debtholders or the Trustee of any material breach of any Transaction Document,

following any applicable cure period for such breach.

Section VI.8 Negative Covenants .  (a) The Issuer will not from and after the Closing

Date:

(i) sell, transfer, exchange or otherwise dispose of, or pledge,

mortgage, hypothecate or otherwise encumber (or permit such to occur or suffer such to

exist), any part of the Assets, except as expressly permitted by this Indenture, the Class

A-L Loan Agreement and the Collateral Management Agreement;

(ii) claim any credit on, make any deduction from, or dispute the

enforceability of payment of the principal or interest payable (or any other amount) in

respect of the Debt (other than amounts withheld or deducted in accordance with the

Code or any applicable laws of any other applicable jurisdiction);

(iii) (A) incur or assume or guarantee any indebtedness, other than the

Debt, this Indenture, the Class A-L Loan Agreement and the transactions contemplated

hereby or (B)(1) issue any additional class of Debt except in accordance with

Section 2.13 and 3.2 or incur any additional class of Debt except in accordance herewith

and with the Class A-L Loan Agreement or (2) issue any additional ordinary shares;

(iv) (A) permit the validity or effectiveness of this Indenture or any

Xxxxx hereunder to be impaired, or permit the lien of this Indenture to be amended,

hypothecated, subordinated, terminated or discharged, or permit any Person to be

released from any covenants or obligations with respect to this Indenture, the Class A-L

Loan Agreement or the Debt except as may be permitted hereby or by the Collateral

Management Agreement, (B) except as permitted by this Indenture, permit any lien,

charge, adverse claim, security interest, mortgage or other encumbrance (other than the

lien of this Indenture) to be created on or extend to or otherwise arise upon or burden any

part of the Assets, any interest therein or the proceeds thereof, or (C) except as permitted

by this Indenture, take any action that would permit the lien of this Indenture not to

constitute a valid first priority security interest in the Assets;

(v) amend the Collateral Management Agreement except pursuant to

the terms thereof and Article XV of this Indenture;

(vi) dissolve or liquidate in whole or in part, except as permitted

hereunder or required by applicable law;

(vii) pay any Cash distributions other than in accordance with the

Priority of Payments;

(viii) permit the formation of any subsidiaries (except as provided in this

Indenture);

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(ix) conduct business under any name other than its own;

(x) have any employees (other than its officers, if any, and managers

to the extent such officers or managers might be considered employees);

(xi) sell, transfer, exchange or otherwise dispose of Assets, or enter into

an agreement or commitment to do so or enter into or engage in any business with respect

to any part of the Assets, except as expressly permitted by both this Indenture and the

Collateral Management Agreement; and

(xii) permit the transfer of any of its membership interests so long as

any Secured Debt is Outstanding.

(a) The Issuer shall not be party to any agreements without including

customary “non-petition” and “limited recourse” provisions therein (and shall not amend or

eliminate such provisions in any agreement to which it is party), except for any agreements

related to the purchase and sale of any Assets which contain customary (as determined by the

Collateral Manager in its sole discretion) purchase or sale terms or which are documented using

customary (as determined by the Collateral Manager in its sole discretion) loan trading

documentation.

(b) Notwithstanding anything contained herein to the contrary, the Issuer may

not acquire any of the Notes; provided that this Section 7.8(c) shall not be deemed to limit any

redemption pursuant to the terms of this Indenture.

(c) The Issuer shall not fail to maintain an independent director (the

“ Independent Director ”), which independent director, for the avoidance of doubt, shall be

Independent of the Collateral Manager.

Section VI.9 Statement as to Compliance . On or before April 30 th in each calendar

year commencing in 2025, or promptly after an Officer of the Issuer becomes aware thereof if

there has been a Default under this Indenture or the Class A-L Loan Agreement and prior to the

issuance of any additional Debt pursuant to Section 2.13 , the Issuer shall deliver to the Trustee

and the Loan Agent (to be forwarded by the Trustee to the Collateral Manager, each Debtholder

making a written request therefor and S&P) an Officer’s certificate of the Issuer that, having

made reasonable inquiries of the Collateral Manager, and to the best of the knowledge,

information and belief of the Issuer, there did not exist, as at a date not more than five days prior

to the date of the certificate, nor had there existed at any time prior thereto since the date of the

last certificate (if any), any Default hereunder or, if such Default did then exist or had existed,

specifying the same and the nature and status thereof, including actions undertaken to remedy the

same, and that the Issuer has complied with all of its obligations under this Indenture and the

Class A-L Loan Agreement or, if such is not the case, specifying those obligations with which it

has not complied.

Section VI.10 The Issuer May Consolidate, etc .

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The Issuer (the “ Merging Entity ”) shall not consolidate or merge with or into any other

Person or, except as permitted under this Indenture, transfer or convey all or substantially all of

its assets to any Person, unless permitted by Delaware law and unless:

(a) the Merging Entity shall be the surviving entity, or the Person (if other

than the Merging Entity) formed by such consolidation or into which the Merging Entity is

merged or to which all or substantially all of the assets of the Merging Entity are transferred (the

“ Successor Entity ”) (A) if the Merging Entity is the Issuer, shall be a company organized and

existing under the laws of Delaware or such other jurisdiction approved by a Majority of the

Controlling Class; provided that no such approval shall be required in connection with any such

transaction undertaken solely to effect a change in the jurisdiction of incorporation pursuant to

Section 7.4 , and (B) shall expressly assume, by an indenture supplemental hereto and an omnibus

assumption agreement, executed and delivered to the Trustee, the Loan Agent, each Holder, the

Collateral Administrator and the Collateral Manager, the due and punctual payment of the

principal of and interest on all Secured Debt, the payments or distributions on the Subordinated

Notes and the performance and observance of every covenant of this Indenture and of each other

Transaction Document on its part to be performed or observed, all as provided herein or therein,

as applicable;

(b) the S&P Rating Condition shall have been satisfied;

(c) if the Merging Entity is not the Successor Entity, the Successor Entity

shall have agreed with the Trustee (i) to observe the same legal requirements for the recognition

of such formed or surviving entity as a legal entity separate and apart from any of its Affiliates as

are applicable to the Merging Entity with respect to its Affiliates and (ii) not to consolidate or

merge with or into any other Person or, except as permitted by this Indenture, transfer or convey

the Assets or all or substantially all of its assets to any other Person except in accordance with

the provisions of this Section 7.10 ;

(d) if the Merging Entity is not the Successor Entity, the Successor Entity

shall have delivered to the Trustee, the Loan Agent and S&P an Officer’s certificate and an

Opinion of Counsel each stating that such Person is duly organized, validly existing and in good

standing in the jurisdiction in which such Person is organized; that such Person has sufficient

power and authority to assume the obligations set forth in sub-section (a) above and to execute

and deliver an indenture supplemental hereto and an omnibus assumption agreement for the

purpose of assuming such obligations; that such Person has duly authorized the execution,

delivery and performance of a supplemental indenture hereto and an omnibus assumption

agreement for the purpose of assuming such obligations and that such supplemental indenture is

a valid, legal and binding obligation of such Person, enforceable in accordance with its terms,

subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the

enforcement of creditors’ rights generally and to general principles of equity (regardless of

whether such enforceability is considered in a proceeding in equity or at law);

(e) if the Merging Entity is the Issuer, that, immediately following the event

which causes such Successor Entity to become the successor to the Issuer, (i) such Successor

Entity has title, free and clear of any lien, security interest or charge, other than the lien and

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security interest of this Indenture and any other Permitted Liens, to the Assets securing all of the

Debt and (ii) the Trustee continues to have a valid perfected first priority security interest in the

Assets securing all of the Secured Debt; and in each case as to such other matters as the Trustee,

the Loan Agent or any Debtholder may reasonably require; provided that nothing in this clause

shall imply or impose a duty on the Trustee to require such other documents;

(f) immediately after giving effect to such transaction, no Default or Event of

Default shall have occurred and be continuing;

(g) the Merging Entity shall have notified S&P of such consolidation, merger,

transfer or conveyance and shall have delivered to the Trustee, the Loan Agent and each

Debtholder an Officer’s certificate and an Opinion of Counsel each stating that such

consolidation, merger, transfer or conveyance and such supplemental indenture comply with this

Article VII and that all conditions precedent in this Article VII relating to such transaction have

been complied with;

(h) the Merging Entity shall have delivered to the Trustee an Opinion of

Counsel stating that after giving effect to such transaction, neither of the Issuer (or, if applicable,

the Successor Entity) will not be required to register as an investment company under the 1940

Act;

(i) immediately after giving effect to such transaction, the Merging Entity or

Successor Entity, as applicable, is not treated as an association or publicly traded partnership

taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal

income tax on a net income basis (including any withholding tax liability under Section 1446 of

the Code);

(j) the fees, costs and expenses of the Trustee (including any reasonable legal

fees and expenses) associated with the matters addressed in this Section 7.10 shall have been

paid by the Merging Entity (or, if applicable, the Successor Entity) or otherwise provided for to

the satisfaction of the Trustee; and

(k) if the Merging Entity is the Issuer, unanimous consent of the designated

manager of the Issuer and the independent manager of the Issuer, has been obtained.

Section VI.11 Successor Substituted . Upon any consolidation or merger, or transfer or

conveyance of all or substantially all of the assets of the Issuer in accordance with Section 7.10

in which the Merging Entity is not the surviving entity, the Successor Entity shall succeed to, and

be substituted for, and may exercise every right and power of, the Merging Entity under this

Indenture with the same effect as if such Person had been named as the Issuer herein. In the

event of any such consolidation, merger, transfer or conveyance, the Person named as the

“ Issuer ” in the first paragraph of this Indenture or any successor which shall theretofore have

become such in the manner prescribed in this Article VII may be dissolved, wound up and

liquidated at any time thereafter, and such Person thereafter shall be released, without further

action by any Person, from its liabilities as obligor and maker on all the Debt and from its

obligations under this Indenture and the other Transaction Documents to which it is a party.

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Section VI.12 No Other Business . The Issuer shall not have any employees (other than

its officers, if any, and managers to the extent such officers or managers might be considered

employees) and shall not engage in any business or activity other than issuing, selling, paying,

redeeming and refinancing the Debt and any additional Debt pursuant to this Indenture, incurring

the Class A-L Loans pursuant to the Class A-L Loan Agreement acquiring, holding, selling,

exchanging, redeeming and pledging, solely for its own account, the Assets and other incidental

activities thereto, including entering into the Transaction Documents to which it is a party. The

Issuer may amend or permit the amendment of the provisions of the Certificate of Formation and

Limited Liability Company Agreement of the Issuer (or any other organizational document

thereof), respectively, only if such amendment would satisfy the S&P Rating Condition.

Section VI.13 [Reserved] .

Section VI.14 Annual Rating Review .  (a) So long as any Secured Debt of any Class

remain Outstanding, on or before April 20, 2025, the Issuer shall request and pay for an annual

review of the rating of each such Class of Secured Debt from S&P. The Issuer shall promptly

notify the Trustee. The Loan Agent and the Collateral Manager in writing (and the Trustee and

the Loan Agent shall each promptly provide the applicable Holders with a copy of such notice) if

at any time the Issuer is notified or has actual knowledge that the then-current rating of any such

Class of Secured Debt has been, or is known will be, changed or withdrawn.

(a) The Issuer shall request and pay for an annual review of (i) any Collateral

Obligation that has an S&P Rating or an S&P Rating determined pursuant to clause 1.1(c)(ii) of