PRELIMINARY STATEMENT

EXHIBIT 4.3

EXECUTION VERSION

INDENTURE (this Indenture), dated as of December 16, 2019, between GREAT LAKES BCPL FUNDING LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee) and, solely as expressly specified herein, in its individual capacity (the Bank).

PRELIMINARY STATEMENT

The Issuer is duly authorized to execute and deliver this Indenture to provide for the Notes issuable as provided in this Indenture.  Except as otherwise provided herein, all covenants and agreements made by the Issuer herein are for the benefit and security of the Secured Parties. The Issuer is entering into this Indenture, and the Trustee is accepting the trusts created hereby, 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 Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts and any Eligible Investments purchased with funds on deposit in any of the Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, the Class A Placement Agency Agreement, the Subscription Agreement, the Issuer Sale and Contribution Agreement, the Issuer Account Control Agreement, each Master Participation Agreement, the Master Participation and Assignment Agreement, the Side Letter Security Agreement, the Administration Agreement, the AML Services Agreement and the Registered Office Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, and (e) all proceeds with respect to the foregoing sub-clauses (a) to (d) (including such proceeds consisting of accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and

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all letter-of-credit rights and other supporting obligations (in each case as defined in the UCC, and any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed in the foregoing sub-clauses (a) to (d) and whether or not constituting Portfolio Assets or Eligible Investments) ); provided that such Grants shall not include any Excepted Property (the assets referred to in sub-clauses (a) through (e), excluding the Excepted Property, are collectively referred to as the Collateral).  

The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein.  Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note 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 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations).  The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments Granted to the Trustee by or on behalf of the Issuer and included in the Collateral, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be.

The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

1. Definitions

1.1 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.  Except as otherwise specified herein or as the context may otherwise require:  (i) references to an agreement or other document are to it as amended, supplemented, restated, supplemented or otherwise modified from time to time and to any successor document (whether or not already so stated); (ii) references to a statute, regulation or other government rule are to it as amended from time to time and, as applicable, are to corresponding provisions of successor statutes, regulations or other governmental rules (whether or not already so stated); (iii) the word "including" and correlative words shall be deemed to be followed by the phrase "without limitation" unless actually followed by

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such phrase or a phrase of like import; (iv) the word "or" is always used inclusively herein (for example, the phrase "A or B" means "A or B or both," not "either A or B but not both"), unless used in an "either … or" construction; (v) references to a Person are references to such Person's successors and assigns (whether or not already so stated); (vi) all references in this Indenture to designated "Articles", "Sections", "sub-Sections", other subdivisions, Schedules and Exhibits are to the designated articles, sections, sub-sections, other subdivisions, schedules and exhibits of this Indenture; and (vii) 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.

Acceleration Event:  The meaning specified in Section 5.4(a).

Accounts:  Collectively, (i) the Payment Account, (ii) the Collection Account, (iii) the Expense Account, and (iv) the Custodial Account.

Accredited Investor:  The meaning set forth in Rule 501(a) of Regulation D of the Securities Act.

Act and Act of Holders:  The meanings specified in Section 14.2(a).

Administration Agreement:  The administration agreement between the Issuer and the Administrator relating to the various corporate management functions that the Administrator will perform on behalf of the Issuer, including the provision of certain clerical, administrative and other corporate services in the Cayman Islands during the term of such agreement.

Administrative Expenses:  The fees, expenses (including indemnities) and other amounts due or accrued and payable by the Issuer from funds standing to the credit of the Expense Account in the following order by the Issuer:

first, on a pro rata basis, (i) to the Trustee pursuant to Section 6.7 and the other provisions of this Indenture, and (ii) to the Bank, in its individual capacity pursuant to this Indenture,

second, to the Collateral Administrator pursuant to the Collateral Administration Agreement,  

third, to the Collateral Manager pursuant to the Collateral Management Agreement,

fourth, to the Administrator pursuant to the Administration Agreement and the Registered Office Agreement and to the AML Services Provider pursuant to the AML Services Agreement,

fifth, on a pro rata basis, to 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 all legal and other fees and expenses incurred in connection with the purchase or sale of any Portfolio Assets and any other expenses incurred in connection with the Portfolio Assets) and the Notes, and

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sixth, on a pro rata basis, indemnities payable to any other Person pursuant to any Transaction Document;

provided that Administrative Expenses shall not include (a) any amounts due or accrued with respect to the actions taken on or in connection with the Closing Date or (b) amounts payable in respect of the Notes.

Administrator: MaplesFS Limited and any successor thereto.

Advance Percentage:  With respect to:  

(a) a Senior Secured Liquid Loan, 75%;

(b) a Senior Secured Illiquid Loan, 55%;

(c) a Second Lien Liquid Loan, 60%;

(d) a Second Lien Illiquid Loan, 40%; and

(e) Cash, 75%,

provided that:

(i) any Portfolio Asset that constitutes any of the foregoing types in (a) through (d)  but is a Non-Performing Loan (other than a Defaulted Obligation) shall have an Advance Percentage equal to the product of (x) 50% multiplied by (y) the corresponding Advance Percentage set out in (a) through (d) above that would otherwise be applicable to such Portfolio Asset; and

(ii) if separately agreed to by the Collateral Manager and the Valuation Agent, the Advance Percentage with respect to a particular Portfolio Asset (including, the Advance Percentage utilized for purposes of clause (i)(y) above of this proviso) may be such other percentage for such Portfolio Asset as agreed to by the Collateral Manager and the Valuation Agent on the Portfolio Asset Trade Date in writing, with notice of such agreement to be given to the Trustee and the Collateral Administrator.

Advance Value:  With respect to any Portfolio Asset or Cash amount held by the Issuer, (a) the Market Value of such Portfolio Asset or Cash amount multiplied by (b) the applicable Advance Percentage.

Affected Bank:  A "bank" for purposes of Section 881 of the Code or an entity affiliated with such a bank that is neither (x) a United States Person nor (y) entitled to the benefits of an income tax treaty with the United States under which withholding taxes on interest payments made by obligors resident in the United States to such bank are reduced to 0%.

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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 an Officer or employee (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% of the securities having ordinary voting power for the election of directors of such Persons or (y) to direct or cause the direction of the management and policies of such Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

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

Aggregate Outstanding Amount:  With respect to any of the Notes as of any date, the aggregate unpaid principal amount of such Notes Outstanding on such date.  

Aggregate Portfolio Par Value: On any date of determination, the Aggregate Principal Balance of (a) all Portfolio Assets held by the Issuer plus (b) all Cash credited or required to be credited to the Collection Account and Eligible Investments acquired with such Cash.

Aggregate Principal Balance:  When used with respect to all or a portion of the Portfolio Assets or the Collateral, the sum of the Principal Balances of all or of such portion of the Portfolio Assets or Collateral, respectively.

Amendment Date: With respect to any Portfolio Asset, the effective date of any amendment or action described in Section 2(m) of the Collateral Management Agreement.

AML Compliance:  Compliance with the Cayman AML Regulations.

AML Services Agreement: The agreement between the Issuer and the AML Services Provider for the provision of services to the Issuer to enable the Issuer to achieve AML Compliance.

AML Services Provider: Xxxxxx Compliance Services (Cayman) Limited and any successor thereto.

Approved Dealer: Each of Bank of America Securities LLC; Barclays Bank plc; BNP Paribas; Cantor Xxxxxxxxxx; Castle Oak; CIBC World Markets, Inc.; Citibank, N.A.; Credit Agricole Cheuveux North America, Inc.; Credit Suisse First Boston LLC; Deutsche Bank Securities Inc.; Xxxxxxx Sachs & Co.; Guggenheim; Global Hunter; Xxxxxxxxx & Company Inc.; JPMorgan Chase Bank, N.A.; Macquarie; Xxxxxx Xxxxx Xxxxxxx Securities, LLC; Xxxxxx Xxxxxxx & Co.; Nomura; RBC Capital Markets Corp.; SG Americas Securities LLC; Sterne, Age & Xxxxx, Inc.; The Royal Bank of Scotland plc.; UBS AG; Wachovia Capital Markets LLC; provided that (i) the Valuation Agent may at any time, upon written notice to the Sole Shareholder or the Issuer, delete any

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name listed in the foregoing list so long as such deletion is consistent with the general application of its internal credit and risk policies with respect to such Approved Dealer (and not designed to circumvent the rights of the Sole Shareholder under the Transaction Documents to which it is a party) and (ii) the Issuer, the Sole Shareholder and the Valuation Agent may, at any time, agree in writing to add or remove an Approved Dealer to or from the foregoing list.

Approved Terms: With respect to a Pre-EOD Sale, terms evidenced in a binding confirmation in market standard form between Issuer and the buyer under such Sale.

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.

Asset Eligibility Criteria:  With respect to any Portfolio Asset or prospective Portfolio Asset on the Portfolio Asset Trade Date of such Portfolio Asset, each of the following criteria:

(a) the obligation is a Loan (or an Eligible Participation Interest therein) or a Bond;

(b) the obligation is denominated in USD and is neither convertible by the related Portfolio Asset Obligor thereon or thereof into, nor payable in, any other currency;

(c) the obligation constitutes a legal, valid, binding and enforceable obligation of each related Portfolio Asset Obligor, enforceable against such person in accordance with its terms;

(d) the obligation is not a lease;

(e) the obligation provides for a fixed amount of principal payable at no less than par, in cash, no later than its stated maturity;

(f) the obligation is in the form of, and is treated as, indebtedness for U.S. Federal income tax purposes;

(g) no principal, interest, fee or other amount owing on such obligation that became due and payable prior to the Portfolio Asset Trade Date remains unpaid;

(h) the obligation is not a Defaulted Obligation or Margin Stock;

(i) the Issuer is entitled to receive all payments on such obligation free of U.S. Federal or foreign withholding tax;

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(j) the obligation is not, by its terms, convertible into or exchangeable for an Equity Security at any time over its life;

(k) the obligation is not a Delayed-Draw Loan (except for a Delayed-Draw Loan in respect of which no future advances are required to be made to any Portfolio Asset Obligor on or after the Portfolio Asset Trade Date) or a Revolving Loan and does not otherwise require any future advances to be made to any Portfolio Asset Obligor on or after the Portfolio Asset Trade Date;

(l) the obligation is Registered;

(m) the obligation is governed by a credit agreement;

(n) the obligor of the obligation is not an Affiliate of the Collateral Manager, the Sole Shareholder or the Issuer;

(o) interest payable on the obligation is computed by reference to a customary floating rate index plus a spread (subject to any applicable floor) or a fixed rate;

(p) the terms of the obligation do not contain any restrictions on assignment or transfer to the Issuer or Persons to whom such obligation may be disposed or sold under the Transaction Documents, except for Loan Assignment Customary Restrictions;

(q) the obligation is not a Bridge Security, Structured Finance Obligation or Synthetic Security; and

(r) the obligation is not a Participation Interest (except for an Eligible Participation Interest).

Asset Valuation Report: The meaning specified in the Issuer Sale and Contribution Agreement.

Authenticating Agent:  The Person designated by the Trustee to authenticate the Notes on behalf of the Trustee pursuant to Section 6.14 hereof.

Authorized Representative:  With respect to the Issuer, any Officer or any other Person who is authorized to act for the Issuer in matters relating to, and binding upon, the Issuer; provided that the Collateral Manager is not an Authorized Representative of the Issuer.  With respect to the Collateral Manager, any Officer, employee, member or agent of the Collateral Manager who is authorized to act for the Collateral Manager in matters relating to, and binding upon, the Collateral Manager with respect to the subject matter of the request, certificate or order in question.  With respect to the Collateral Administrator, any Officer, employee, partner or agent of the Collateral Administrator who is authorized to act for the Collateral Administrator in matters relating to, and binding upon, the Collateral Administrator with respect to the subject matter of the request, certificate or

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order in question.  With respect to the Trustee or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer.  With respect to any Authenticating Agent, any Officer of such Authenticating Agent who is authorized to authenticate the Notes.  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.

Authorizing Resolution:  With respect to (i) the Issuer, any action or resolution taken by the Board of Directors or the Sole Shareholder within the powers vested to it pursuant to the Constitutive Documents of the Issuer and (ii) the Sole Shareholder, any action taken by its manager, any Officer of, or other Person authorized by, such manager or any Officer of the Sole Shareholder, within the powers vested to it pursuant to the Constitutive Documents of the Sole Shareholder.

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, bankers' acceptances and certificates of deposit; (ii) principal amount of any interest-bearing Eligible Investments; and (iii) the accreted amount (but not greater than the face amount) of any non-interest-bearing Eligible Investments other than Cash.

Bank:  U.S. Bank National Association, in its individual capacity and not as Trustee, or any successor thereto.

Bankruptcy Law:  The federal Bankruptcy Code, Title 11 of the United States Code, Part V of the Companies Law (2018 Revision) of the Cayman Islands, the Bankruptcy Law (1997 Revision) of the Cayman Islands, the Foreign Bankruptcy Proceedings (International Cooperation) Rules 2018 of the Cayman Islands and the Companies Winding Up Rules 2018 of the Cayman Islands, each as amended from time to time.

BBG: Bloomberg Valuation Service or any successor thereto.

Benefit Plan Investor:  An employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Part 4 of Title I of ERISA, a plan to which Section 4975 of the Code applies or an entity whose underlying assets include "plan assets" by reason of such an employee benefit plan's or a plan's investment in such entity, in each case within the meaning of the Plan Asset Regulation.

Board of Directors:  With respect to the Issuer, the directors of the Issuer duly appointed by the Sole Shareholder of the Issuer or the board of directors of the Issuer in accordance with the Issuer's Constitutive Documents.

Bond:  A debt security (that is not a loan) that is issued by a corporation, limited liability company, partnership or trust.

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Borrowing Base: As of any date of determination by the Valuation Agent, the least of the following:

(a) the Portfolio Advance Value;

(b) the Required Equity Advance Value; and

(c) the Maximum UBS Funded Amount.

Borrowing Base Asset Criteria: With respect to any Portfolio Asset or prospective Portfolio Asset on the Portfolio Asset Trade Date of such Portfolio Asset, each of the following criteria:

(a) such obligation is a Senior Secured Loan or Second Lien Loan which has a yield-to-maturity less than 9.0% (determined as of the Inclusion/Amendment Date);

(b) such obligation is a Senior Secured Illiquid Loan and:

(i) as of the Portfolio Asset Trade Date, such obligation has a stated coupon inclusive of non-cash interest but exclusive of the applicable Libor or other benchmark floating rate less than 7.0%;

(ii) as of any date of determination by the Valuation Agent, the LTM EBITDA of each obligor with respect to such obligation for which financial reports are available is at least USD 25,000,000, provided that this sub-clause (ii) may be waived with respect to such obligation by the Valuation Agent, acting in its discretion, upon a request therefor from the Collateral Manager on behalf of the Issuer;

(iii) as of any date of determination by the Valuation Agent, both such obligation and the related obligor(s) have a Consolidated Leverage Ratio which is less than or equal to 5.2x; and

(iv) if there is a Priority Revolving Loan with respect to such obligation, both such obligation and the related obligor(s) have a Priority Revolving Loan Leverage Ratio which is less than or equal to 1.50x;

(c) the sum of (i) the Principal Balance of such obligation plus (ii) the Aggregate Principal Balance of all other Portfolio Assets of the same Portfolio Asset Obligor (if any) that are already held by the Issuer is less than USD7,300,000;

(d) such obligation is not a Deferrable Security or Participation Interest (other than a Closing Date Participation Interest);  

(e) the principal place of business of the relevant obligor(s) on such obligation is the United States;

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(f) the LTM EBITDA of each obligor with respect to such obligation is at least (i) if the obligation is a Senior Secured Loan, USD 15,000,000 and (ii) if the obligation is a Second Lien Loan, USD 25,000,000;

(g) such obligation has an S&P Rating or a Xxxxx'x Rating that is (i) if such obligation is a Senior Secured Loan, at least "B-" (if rated by S&P) and "B3 (if rated by Xxxxx'x), and (ii) if such obligation is a Second Lien Loan, at least "CCC" (if rated by S&P) and "Caa2" (if rated by Xxxxx'x), provided that if the obligation is an Illiquid Loan, such obligation has an equivalent rating to the foregoing as rated by a third party valuation agent that is acceptable to the Valuation Agent;

(h) such obligation is purchased at a price at least equal to 90% of the S&P/LSTA US Leveraged Loan 100 Index, and as of any date of determination by the Valuation Agent, has a price at least equal to 85% of the S&P/LSTA US Leveraged Loan 100 Index;  

(i) if such obligation is (i) a Senior Secured Loan, such obligation has a Loan Maturity Life that does not exceed 7 years or (ii) a Second Lien Loan, such obligation has a Loan Maturity Life that does not exceed 8 years;

(j) if such obligation is an Illiquid Loan, such obligation is not a Cov-Lite Loan; and

(k) such obligation is not a Prohibited Industry Portfolio Asset,

provided that, notwithstanding any clauses in the foregoing definition of "Borrowing Base Asset Criteria", if separately agreed to by the Collateral Manager and the Valuation Agent, the Valuation Agent may waive any of the Borrowing Base Asset Criteria with respect to a particular obligation.

Borrowing Base Deficiency: A Borrowing Base Deficiency shall occur if, as of any date of determination by the Valuation Agent, (a) the aggregate "Purchase Price" paid by UBS in respect of the Class A Notes under the Global Master Repurchase Agreement, as the same may have been reduced from time to time on or prior to such date pursuant to the operation of the provisions of the Global Master Repurchase Agreement, is greater than (b) the Borrowing Base.

Borrowing Base Portfolio Criteria: As of any date of determination occurring after the Facility Period by the Valuation Agent, each of the following criteria:

(a) the sum of (i) the Aggregate Principal Balance of all (A) Portfolio Assets that are Senior Secured Liquid Loans and (B) Senior Secured Illiquid Loans, in each case, with respect to which the LTM EBITDA of the relevant Portfolio Asset Obligor is greater than USD40,000,000 and (ii) the aggregate face amount of all Cash then standing to the credit of the Collection Account is greater than or equal to 20.0% of the Aggregate Portfolio Par Value;

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(b) the Aggregate Principal Balance of all Portfolio Assets that are Second Lien Loans does not exceed 20.0% of the Aggregate Portfolio Par Value;

(c) the Aggregate Principal Balance of all Portfolio Assets that (i) are Illiquid Loans or Second Lien Liquid Loans and (ii) relate to a single Portfolio Asset Obligor does not exceed 5% of the Aggregate Portfolio Par Value, provided that the Aggregate Principal Balance of all Portfolio Assets that (x) are Illiquid Loans or Second Lien Liquid Loans and (y) relate to up to three (3) single Portfolio Asset Obligors may exceed 5% but must be less than 7.5% of the Aggregate Portfolio Par Value for each such Portfolio Asset Obligor;

(d) the Aggregate Principal Balance of all Portfolio Assets that are Senior Secured Liquid Loans relating to a single Portfolio Asset Obligor does not exceed 10.0% of the Aggregate Portfolio Par Value;

(e) the Aggregate Principal Balance of all Portfolio Assets in any single S&P Industry Classification does not exceed 10.0% of the Aggregate Portfolio Par Value, provided that, except in the case of Portfolio Assets within any of the (1) Financial Intermediaries, (2) Oil, Gas and Consumable Fuels, (3) Nonferrous metals/minerals or (4) Utilities S&P Industry Classification Groups, (i) subject to sub-clause (ii) below, the Aggregate Principal Balance of all Portfolio Assets in up to each of three (3) separate S&P Industry Classification Groups may exceed 10% but must be less than 12.5% of the Aggregate Portfolio Par Value and (ii) the Aggregate Principal Balance of all Portfolio Assets in one of the three S&P Industry Classification Groups that rely on the exception in the foregoing sub-clause (i) may exceed 12.5% but must be less than 15.0% of the Aggregate Portfolio Par Value; and

(f) the Aggregate Principal Balance of all Portfolio Assets that are Non-Performing Loans does not exceed 10.0% of the Aggregate Portfolio Par Value,

provided that:

(I) notwithstanding any clauses in the foregoing definition of "Borrowing Base Portfolio Criteria", if separately agreed to by the Collateral Manager and the Valuation Agent, the Valuation Agent may waive any of the Borrowing Base Portfolio Criteria with respect to particular Portfolio Asset(s); and

(II) for the avoidance of doubt, the Borrowing Base Portfolio Criteria shall be deemed to be satisfied on any date of determination during the Facility Period.

Bridge Security: Any obligation or security that (x) is a debt obligation incurred in connection with a merger, acquisition, consolidation, sale of all or substantially all of the assets of a Person, restructuring or similar transaction and (y), which debt obligation by its terms is required to be repaid within one year of the incurrence thereof with proceeds

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from additional borrowings or other refinancings (other than any additional borrowing or refinancing if one or more financial institutions shall have provided the obligor on such debt obligation with a binding written commitment to provide the same) (it being understood that any such obligation or 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 Security).

Business Day:  A day on which commercial banks and foreign exchange markets settle payments in New York, Houston and London and that is also a TARGET Settlement Day, other than a Saturday, Sunday or other day that is a legal holiday in the city in which the Corporate Trust Office is located or on which the New York Stock Exchange or banks are authorized or obligated by law or executive order to close in New York, New York or Houston, Texas.

Cash:  Such funds denominated in currency of the United States of America as at the time shall be legal tender for payment of all public and private debts in the United States of America, including funds standing to the credit of an Account.

Cayman AML Regulations:  The Anti-Money Laundering Regulations (2018 Revision) and The Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist Financing in the Cayman Islands, each as amended and revised from time to time.

Cayman FATCA:  The Cayman Islands Tax Information Authority Law (2017 Revision) and the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard (each as amended) (including any implementing legislation, rules, regulations and guidance notes with respect to such laws). For purposes of this definition, "OECD" means the Organization for Economic Co-operation and Development.

Certificate of Authentication:  The meaning specified in Section 2.1.

Certificated Note:  A Note issued in the form of a definitive, fully registered note without coupons substantially in the applicable form attached as Exhibit A2 (in the case of a Class A Note) which shall be registered in the name of the owner thereof, duly executed by the Issuer and authenticated by the Trustee as herein provided.

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

Class:  Each of the Class A Notes.

Class A Noteholder:  With respect to any Class A Note, the Person in whose name such Class A Note is registered in the Note Register.

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Class A Notes: The Class A Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

Class A Placement Agency Agreement:  The Placement Agency Agreement, dated as of the Signing Date, between the Issuer and the Placement Agent.

Class A Regulation S Global Note: The Class A Regulation S Global Note with CUSIP number G41642 AA0.

Class A Rule 144A Global Note: The Class A Rule 144A Global Note with CUSIP number 39055G AA4.

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: December 18, 2019.

Closing Date Participation Interest: A Participation Interest granted or sold by the Sole Shareholder to the Issuer on the Closing Date pursuant to the Master Participation and Assignment Agreement; provided that each such Participation Interest shall cease to constitute a "Closing Date Participation Interest" for the purposes of this Indenture or any other Transaction Document on the earlier of (a) its Elevation Date, and (b) the 45th day following the Closing Date.

Code:  The U.S. Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder.

Collateral:  The meaning assigned in the Granting Clauses hereof.

Collateral Administration Agreement:  An agreement dated as of the Signing Date relating to the administration of the Collateral among the Issuer, the Collateral Manager and the Collateral Administrator.

Collateral Administrator:  U.S. Bank National Association, acting as collateral administrator under the Collateral Administration Agreement, and any successor thereto.

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Collateral Management Agreement:  The agreement dated as of the Signing Date between the Issuer and the Collateral Manager relating to the management of the Portfolio Assets and the other Collateral by the Collateral Manager on behalf of the Issuer.

Collateral Manager: BC Partners Lending Corporation, a corporation incorporated under the laws of the State of Maryland and sole shareholder of the Issuer.

Collection Account:  The account established pursuant to Section 10.2.

Consolidated Leverage Ratio: As of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset, the ratio of:

(a) the Principal Balances of such Portfolio Asset and the outstanding principal amount of all other Indebtedness of such Portfolio Asset Obligor and its subsidiaries that is of equal or higher seniority with such Portfolio Asset and is secured by a similar ranking lien or security interest in the same collateral as of such date of calculation that would be stated on a consolidated balance sheet (excluding any notes thereto); provided that the amount of Indebtedness shall be determined only to the extent that it has been advanced such that any undrawn amount thereunder shall not constitute Indebtedness for purposes of this clause (a); to

(b) the LTM EBITDA of such Portfolio Asset Obligor.

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

Constitutive Documents:  With respect to (i) the Issuer, the Issuer's Certificate of Incorporation, dated 25 October 2019, and Memorandum and Articles of Association, dated 25 October 2019, as they may be amended, revised or restated from time to time and (ii) the Sole Shareholder, the Sole Shareholder's Articles of Incorporation, dated as of April 23, 2018 and bylaws, as they may be amended, revised or restated from time to time.

Contingent Obligations: With respect to any Person, any obligation of such Person guaranteeing any leases, dividends, or other payment obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (c) to purchase property, securities, or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

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Contribution: Each capital contribution made by the Sole Shareholder to the Issuer in accordance with the Issuer Sale and Contribution Agreement.

Corporate Trust Office:  The corporate trust office of the Trustee at which this Indenture is administered, currently located at Corporate Trust Services Boston, 0 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, Attention:  Global Corporate Trust – Great Lakes BCPL Funding Ltd. and, for transfer purposes and presentment, U.S. Bank National Association, 000 Xxxxxxxx Xxxxxx Xxxx, Xx. Xxxx, XX 00000-0000, Attention:  Bond Transfer Services-EP-MN-WS2N-Great Lakes BCPL Funding Ltd.; or, in each such case, such other address as the Trustee may designate from time to time by notice to the Holders of the Notes, the Collateral Manager and the Issuer or the principal corporate trust office of any successor Trustee.

Costs of Assignment: With respect to any Portfolio Asset, the sum (without duplication) of (a) any costs of any exchange, sale, transfer or assignment transaction with respect to such Portfolio Asset that would be paid by a hypothetical seller in effecting such transaction under the terms of such Portfolio Asset or otherwise actually imposed on such hypothetical seller by any applicable trustee, administrative agent, registrar, borrower or Portfolio Asset Obligor incurred in connection with any such transaction with respect to such Portfolio Asset (including, without limitation, any amounts reimbursable by such Person in respect of any tax or other governmental charge incurred with respect thereto), (b) any reasonable expenses that would be incurred by a hypothetical seller in connection with any such transaction and (c) any reasonable administrative, legal or accounting fees, costs and expenses (including, without limitation, any fees and expenses of the trustee of or outside counsel to the Portfolio Asset Obligor on such Portfolio Asset) that would be incurred by a hypothetical seller in connection with any such transaction

Cov-Lite Loan:  An obligation, the Underlying Instruments for which do not (i) contain any financial covenants or (ii) require the Obligor thereunder to comply with any Maintenance Covenants (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by such Underlying Instruments).

Current Price:  On any date with respect to any Portfolio Asset, the determination by the Valuation Agent of the net cash proceeds that would be received from the sale on such date of determination of such Portfolio Asset, exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment. The "Current Price" shall be (a) expressed as a percentage of par, (b) determined exclusive of accrued interest and capitalized interest, and (c) shall be adjusted pursuant to Section 12.1(d) below.

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

Custodian:  The meaning specified in the first sentence of Section 3.2(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.

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Daily Report: The meaning specified in Section 10.5(c).

Deemed Material Representation: Any representation, warranty or certification under Sections 3(a)(vii) or 3(c) of the Issuer Sale and Contribution Agreement.

Default:  Any Event of Default or any occurrence that is, or with notice or the lapse of time or both would unless cured or waived become, an Event of Default.

Defaulted Obligation:  Any Portfolio Asset as to which (a) there has occurred a default as to the payment of principal and/or interest and/or capitalized interest (without regard to any notice requirement or grace period) (provided that such default may continue for a period of up to five Business Days from the date of such default without such Portfolio Asset constituting a Defaulted Obligation if the Collateral Manager has certified to the Trustee that the payment failure is not due to credit-related reasons), (b) such Portfolio Asset is an Eligible Participation Interest with respect to which the Selling Institution has defaulted in any respect in the performance of any of its payment obligations under the Eligible Participation Interest, (c) there has occurred a default as to the payment of principal and/or interest on any other material obligation of any Portfolio Asset Obligor on such Portfolio Asset that is senior or pari passu in right of payment to such Portfolio Asset for which the lesser of (x) a period of five Business Days and (y) the applicable grace period (if any) under the terms of the instrument or agreement pursuant to which such other material obligation was issued or created has terminated or expired and such default would, upon the satisfaction of any applicable notice requirement or the termination or expiration of any applicable grace period, constitute a default, event of default or similar condition or event (howsoever described) under the terms of the instrument or agreement pursuant to which such other material obligation was issued or created, (d) an Insolvency Event has occurred with respect to any Portfolio Asset Obligor on such Portfolio Asset or (e) such Portfolio Asset is an Eligible Participation Interest in a Loan that would, if such Loan were a Portfolio Asset, constitute a "Defaulted Obligation"; provided that, in each of the cases set forth in clauses (a) through (e) above, such Portfolio Asset will only constitute a "Defaulted Obligation" for so long as such default has not been cured at the end of the applicable cure period or has not been waived (excluding any waiver granted solely by the Collateral Manager, the Sole Shareholder, the Issuer and/or any entity which controls, is controlled by or under common control with any of the foregoing (whether such control is de jure or de facto) unless the Valuation Agent has consented to such waiver).

Deferrable Security:  A Portfolio Asset which by its terms permits the deferral and/or capitalization of payment of accrued, unpaid interest.

Delayed-Draw Loan:  Any Loan with respect to which the Issuer is obligated to make or otherwise fund future term-loan advances to a borrower, but such future term-loan advances may not be paid back and reborrowed.

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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) and 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;

(ii) 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 in the name of 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;

(iii) in the case of each Clearing Corporation Security,

(a) causing the relevant Clearing Corporation to credit such Clearing Corporation Security to a securities account in the name 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;

(iv) in the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is maintained in book-entry records of a Federal Reserve Bank (FRB) (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 a securities account in the name of the Custodian at such FRB, and

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(b) causing the Custodian to indicate continuously on its books and records that such Government Security is credited to the applicable Account;

(v) in the case of each Security Entitlement with respect to a Financial Asset not governed by clauses (iii) through (iv) above,

(a) causing the relevant Securities Intermediary to indicate on its books and records that the underlying Financial Asset has been credited to the Custodian's securities account,

(b) causing such Securities Intermediary to make entries on its books and records continuously identifying such Financial Asset as belonging to the Custodian and continuously indicating on its books and records that such Financial Asset 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;

(vi) in the case of Cash,

(a) causing the delivery of such Cash to the Custodian,

(b) causing the Custodian to credit such Cash to the applicable Account or sub-account, and

(c) causing the Custodian to indicate continuously on its books and records that such Cash is credited to the applicable Account; and

(vii) in the case of each general intangible (including any Eligible Participation Interest),

(a) causing the filing of a Financing Statement in the office of the Recorder of Deeds of the District of Columbia, Washington, DC naming the Issuer as debtor and the Trustee as secured party and describing such Eligible Participation Interest as the collateral or indicating that the collateral includes "all assets" or "all personal property" of the Issuer (or a similar description), and

(b) causing the registration of this Indenture in the Secured Note Register of Mortgages of the Issuer at the Issuer's registered office in the Cayman Islands,

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provided that, for the avoidance of doubt, with respect to any Portfolio Asset, (A) only sub-clauses (v)(c) (and for the avoidance of doubt, not (v)(a) and (v)(b)) and (vii) above are relevant for purposes of determining whether such Portfolio Asset has been properly Delivered (including for purposes of Sections 3.1 and 3.2) and (B) the requirements of sub-clause (v)(c) above shall be deemed to be satisfied by the Custodian indicating continuously on its books and records that such Portfolio Asset is credited to the Custodial Account.

In addition, the Collateral Manager on behalf of the Issuer will obtain any and all consents required by the Underlying Instruments relating to any general intangibles for the transfer of ownership and/or pledge of Collateral hereunder (except to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the UCC).

Deposit Account:  The meaning of "deposit accounts" as defined in Section 9-102(a)(29) of the UCC, as to which the Issuer is the "customer" (within the meaning of Section 4-104(1)(e) of the UCC) of such Accounts.

Determination Date:  The last day of each Quarterly Period.

DIP Loan:  A loan made to a debtor-in-possession pursuant to Section 364 of the U.S. Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the U.S. Bankruptcy Code and fully secured by senior liens.

Dollar, USD or U.S.$:  Such coin or currency of the United States of America as at the time shall be legal tender for all debts, public and private.

DTC:  The Depository Trust Company, its nominees, and their respective successors.

Due Date:  Each date on which any payment is due on a Portfolio Asset, Eligible Investment or other financial asset held by the Issuer in accordance with its terms.

DWAC Funding Process:

(a) The submission of a written request by the Issuer (or the Collateral Manager on its behalf) to 100% of the Holders (with a copy to the Trustee), at least 5 Business Days prior to the date of the proposed Ramp-Up Period DWAC Increase (which must occur prior to the expiration of the Ramp-Up Period), to effect a Ramp-Up Period DWAC Increase in an amount specified in such written request that is not less than U.S.$5,000,000 (or such lesser amounts as may be agreed by the Valuation Agent and the Issuer (or the Collateral Manager on its behalf));

(b) the consent of 100% of the Holders to such request (which consent may be in the form of an email) (with a copy to the Collateral Manager and the Trustee); and

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(c) the payment of such amount in immediately available funds by or on behalf of the Holders to the Issuer by no later than 11:00 a.m. (New York time) on the date of the proposed Ramp-Up Period DWAC Increase.

EBITDA: With respect to any Portfolio Asset and any period, (a) the meaning of the term "Adjusted EBITDA", the term "EBITDA" or any comparable definition in the related Underlying Instrument for such period and Portfolio Asset Obligor, as reported for such period pursuant to the related Underlying Instrument, and (b) in any case that the term "Adjusted EBITDA", the term "EBITDA" or such comparable definition is not defined in such Underlying Instrument, the sum of (i) the consolidated net income for such period of the relevant Portfolio Asset Obligor on such Portfolio Asset, plus (ii) to the extent deducted in calculating such consolidated net income, the sum for such period of all income tax expense, interest expense, depreciation and amortization expense and all other non-cash charges, in the case of each of the foregoing clauses, as reported for such period pursuant to (and in accordance with the relevant definitions contained in) the related Underlying Instrument; provided that (x) the relevant Portfolio Asset Obligor referred to above in this definition shall be the Portfolio Asset Obligor for which consolidated financial statements are required to be delivered under the related Underlying Instrument (and, if there is more than one such Portfolio Asset Obligor, for the Portfolio Asset Obligor with the greatest consolidated aggregate indebtedness for borrowed money as of the last day of such period) and (y) if the Valuation Agent determines on a commercially reasonable basis that "Adjusted EBITDA" or "EBITDA" as reported for such period pursuant to the related Underlying Instrument is not computed in accordance with generally accepted financial practice for similar transactions, then "EBITDA" shall mean "Consolidated EBITDA" (determined on a consolidated basis based upon the Valuation Agent's selection in good faith of a definition of "Consolidated EBITDA" that accords with generally accepted financial practice) in relation to the relevant Portfolio Asset Obligor and its consolidated subsidiaries for such period.

Elevation Date: For each Loan in which a Closing Date Participation Interest is granted under the Master Participation and Assignment Agreement, the date on which the assignment thereof to the Issuer pursuant to the applicable Underlying Instrument has become effective and such loan has settled into the Issuer.

Eligible Investment Required Ratings:  (a) If such obligation or security (i) has both a long-term and a short-term credit rating from Xxxxx’x, such ratings are "Aa3" (or then equivalent grade) or better (not on credit watch for possible downgrade) and "P-1" (or then equivalent grade) (not on credit watch for possible downgrade), respectively, (ii) has only a long-term credit rating from Xxxxx’x, such rating is "Aaa" (or then equivalent grade) (not on credit watch for possible downgrade) or (iii) has only a short-term credit rating from Xxxxx’x, such rating is "P-1" (or then equivalent grade) (not on credit watch for possible downgrade) and (b) "A‑1" (or then equivalent grade) or better (or, in the absence of a short-term credit rating, a long-term credit rating of "A+" (or then equivalent grade) or better) from S&P.

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Eligible Investments:  Either (a) Cash, or any Dollar investment that, at the time it is Delivered (directly or through an intermediary), (x) matures not later than the Business Day immediately preceding the Payment Date immediately following the date of Delivery thereof (or such earlier date as expressly provided herein), and (y) is one or more of the following obligations or securities: deposit and trust accounts payable on demand with any depository institution or trust company incorporated under the laws of the United States of America or any State thereof (including the Bank) and subject to supervision and examination by Federal and/or State banking authorities so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings or (b) Dollar investments in any money market fund or similar investment vehicle having at the time of investment therein the highest credit rating assigned by each of Xxxxx’x and S&P; provided that:

(1) no investment shall be an Eligible Investment unless it is indebtedness for U.S. Federal income tax purposes;

(2) Eligible Investments purchased with funds in the Collection Account 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 Bank, in which event such Eligible Investments may mature on such Payment Date;

(3) Eligible Investments shall exclude any investments not treated as "cash equivalents" for purposes of Section 75.10(c)(8)(iii)(A) of the regulations implementing the Xxxxxxx Rule in accordance with any applicable interpretive guidance thereunder; and

(4) none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an "f", "r", "p", "pi", "q" or "t" subscript (or then equivalent subscript) assigned by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) interest payments with respect to such obligations or securities or proceeds of disposition would be subject to withholding taxes by any jurisdiction and the payor is not required to make "gross-up" payments that cover the full amount of any such withholding tax on an after-tax basis, (d) such obligation or security is secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action, (g) in the Collateral Manager’s judgment (as certified to the Trustee in writing), such obligation or security is subject to material non-credit related risks, (h) such obligation is a Structured Finance Obligation, (i) such obligation or security is represented by a certificate of interest in a grantor trust, (j) such obligation or security is not an identified banking product for purposes of 17 CFR 255.2(h)(2)(ii) of the final rule implementing Section 13 of the Bank

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Holding Company Act of 1956, as amended, and any other applicable implementing rule or regulation, or (k) such obligation or security is not an asset or holding allowed for an issuing entity under 17 CFR 255.10(c)(8) of the final rule implementing Section 13 of the Bank Holding Company Act of 1956, as amended, and any other applicable implementing rule or regulation.  Subject to the other requirements of this definition, Eligible Investments may include, without limitation, those investments issued by or made with the Bank or for which the Bank or the Trustee, or an Affiliate of the Bank or the Trustee, provides services and receives compensation.

Eligible Participation Interest: (a) A Closing Date Participation Interest, and (b) a Participation Interest in a Loan originated by a bank or financial institution that, at the time of acquisition, or the Issuer’s commitment to acquire the same, satisfies each of the following criteria: (i) such participation would constitute a Portfolio Asset were it acquired directly, (ii) the selling institution is a lender on the Loan, (iii) the aggregate participation in the Loan granted by such selling institution to any one or more participants does not exceed the principal amount or commitment with respect to which the selling institution is a lender under 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 (without the benefit of financing from the selling institution or its affiliates) at the time of the Issuer’s acquisition, (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 Loan Syndications and Trading Association, Loan Market Association or similar agreement standard for Loan participation transactions among institutional market participants.  For the avoidance of doubt, Eligible Participation Interest shall not include a sub-participation interest in any Loan.

Enforcement Event:  The meaning specified in Section 11.1(a)(iii).

Equity Security: Any equity or other security that is not eligible for purchase by the Issuer as a Portfolio Asset.

ERISA:  The United States Employee Retirement Income Security Act of 1974, as amended.

Euroclear:  Euroclear Bank S.A./N.V.

Event of Default:  The meaning specified in Section 5.1.

Excepted Property:  The U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Notes, the funds attributable to the issuance and allotment of the Issuer's ordinary shares and the bank account in the Cayman Islands in which such funds are deposited (and any interest thereon).

Exchange Act:  The U.S. Securities Exchange Act of 1934, as amended.

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Expense Account:  The account established pursuant to Section 10.3(c).

Facility Period: The period commencing on and including the Closing Date and ending on and including the Facility Period End Date.

Facility Period End Date: June [18], 2020, or such other date as agreed by the Sole Shareholder and the Valuation Agent in writing from time to time.

Fallback Valuation Company: Any of CTS Capital Advisors, LLC, Duff & Xxxxxx, Valuation Research Corporation, GLC Advisors & Co., Xxxxxxxx Capital, Xxxxxxxx Xxxxx or their respective successors, and any other nationally recognized valuation company that is approved by the Valuation Agent at the request of the Issuer (or the Collateral Manager on its behalf).

FATCA: Sections 1471 through 1474 of the Code, as of the date of this Indenture (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

FATCA Compliance:  Compliance with FATCA and any related provisions of law, court decisions, or administrative guidance and Cayman FATCA.

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.

GAAP:  The meaning specified in Section 6.3(j).

Global Master Repurchase Agreement: The SIFMA/ICMA Global Master Repurchase Agreement (2011 version), dated as of December 12, 2019 (including any annex and confirmation(s) exchanged thereunder, as supplemented and evidenced by the Confirmation in respect of Repurchase Transaction, dated as of the Signing Date, each as amended, modified or otherwise supplemented from time to time) between the Sole Shareholder and UBS.

Global Note:  Any Regulation S Global Note or Rule 144A Global Note.

Governmental Authority: The government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

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Grant or Granted:  With respect to any assets, to grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in such assets, which shall include a grant of a security interest in all rights, powers and options (but none of the obligations) of the granting party in respect of such assets, including, a grant of a security interest in the immediate continuing right (a) to claim for, collect, receive and receipt for principal and interest payments in respect of Collateral, and all other Cash payable thereunder, (b) to give and receive notices and other communications, (c) to make waivers or other agreements, (d) to exercise all rights and options, (e) to bring Proceedings in the name of the granting party or otherwise, and (f) generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

Hedge Agreement:  Any interest rate swap, floor and/or cap agreements, including without limitation one or more interest rate basis swap agreements.

Holder:  With respect to any Note, the Person whose name appears on the applicable Note Register as the registered holder of such Note.

Holder AML Obligations: Information and documentation, and any updates, replacement or corrections of such information or documentation, requested by the Issuer (or its agent, as applicable) to be provided by a Holder to the Issuer (or its agent, as applicable) that may reasonably be required for the Issuer to achieve AML Compliance.

Illiquid Loan: A Loan which is not a Liquid Loan.

Inclusion/Amendment Date: With respect to a Portfolio Asset, the latest of (a) the Inclusion Date for such Portfolio Asset and (b) the most recent Amendment Date for such Portfolio Asset.

Inclusion: A sale or contribution of a Portfolio Asset to the Issuer pursuant to the Issuer Sale and Contribution Agreement or any other acquisition of a Portfolio Asset by the Issuer.

Inclusion Date: (a) In the case of a contribution of a Portfolio Asset by the Sole Shareholder to the Issuer pursuant to the Issuer Sale and Contribution Agreement, the settlement date applicable to such contribution or (b) in the case of any other acquisition of a Portfolio Asset by the Issuer, the applicable Portfolio Asset Trade Date.

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.

Indebtedness:  With respect to any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are

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customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all capital lease obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances; provided that notwithstanding the foregoing, “Indebtedness” shall be deemed not to include (1) indemnification obligations or other Contingent Obligations incurred in the ordinary course of business, (2) interest, fees and expenses incurred in connection with other Indebtedness, (3) prepaid or deferred revenue arising in the ordinary course of business, (4) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset, (5) trade payables and accrued expenses payable in the ordinary course of business, (6) any purchase price adjustment, earn-out obligation or similar obligation until such obligation either has not been paid within 60 days of becoming due and payable or is required to be reflected as a liability on the balance sheet of such Person in accordance with GAAP or (7) customary obligations under employment agreements and deferred compensation.

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, 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. 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.

Initial Valuation Company: Valuation Research Corporation, together with its successors.

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Insolvency Event: With respect to any Person, an event that occurs when such Person shall (1) be dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) make a general assignment, arrangement or composition with or for the benefit of its creditors; (3) institute or have instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition shall be presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 60 days of the institution or presentation thereof; (4) have a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (5) seek or become subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets, in each case in connection with its bankruptcy insolvency, winding-up or liquidation; (6) have a secured party take possession of all or substantially all its assets (other than Delivery of the Collateral pursuant to this Indenture) or have a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party shall maintain possession, or any such process shall not be dismissed, discharged, stayed or restrained, in each case within 60 days thereafter; (7) with respect to a Portfolio Asset Obligor, become insolvent or unable to pay its debts or fail or admit in writing its inability generally to pay its debts as they become due, (8) cause or become subject to any event with respect to which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Instrument:  The meaning specified in Section 9‑102(a)(47) of the UCC.

Interest Collection Subaccount: The meaning given to such term in Section 10.2(a).

Interest Collections:  With respect to any Quarterly Period, (a) all collections of interest, capitalized interest, fees and other amounts (other than Principal Collections) paid in respect of any Portfolio Asset and received by the Issuer during such Quarterly Period (whether or not directly from the relevant Portfolio Asset Obligor), including the portion of the proceeds of any sale properly attributable to any of the foregoing or, in the case of any sale of a Portfolio Asset permitted hereunder, any realized gains that are attributable to such sale (but not including any amounts deducted or withheld by any Obligor on a Portfolio Asset for or on account of any present or future Taxes with respect to payments by such Obligor on such Portfolio Asset); and (b) with respect to Eligible Investments credited to the Collection Account at any time during such Quarterly Period, all interest paid on, and proceeds of, such Eligible Investments.

Investment Company Act:  The U.S. Investment Company Act of 1940, as amended from time to time, and the rules promulgated thereunder.

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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 Account Control Agreement:  The Account Control Agreement dated as of the Signing Date, between the Issuer, the Trustee and U.S. Bank National Association, as Custodian.

Issuer Sale and Contribution Agreement: The Issuer Sale and Contribution Agreement dated as of the Signing Date between the Sole Shareholder and the Trustee.

Issuer Order and Issuer Request:  A written order or request (which may be a standing order or request) to be provided by the Issuer or by the Collateral Manager on behalf of the Issuer in accordance with the provisions of this Indenture, dated and signed in the name of the Issuer by an Authorized Representative of the Issuer, as applicable, or, in the case of an order or request executed by the Collateral Manager, by an Authorized Representative 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 Authorized Representative of the Issuer (or, to the extent permitted by the preceding sentence, by an Authorized Representative of 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.

Lien: With respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge, assignment by way of security or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

Liquid Loan: Any Loan which is the subject of at least two bid quotations as reported on Markit or BBG (or any successor nationally recognized loan pricing service designated by the Valuation Agent).

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 Assignment Customary Restrictions:  With respect to a Loan, any of following provisions that are required to be satisfied in order for the relevant Loan (or any portion thereof) to be assigned or transferred thereunder: (a) payments to the administrative agent; (b) assignment of an amount with a minimum denomination; (c) requirement for the delivery of "know-your-customer" documentation to the administrative agent; (d) the prohibition of assignment or transfer to the relevant Obligor or any of its Affiliates or subsidiaries; (e) limitations designed to prevent material adverse tax consequences to the

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Obligor; (f) limitations that require partial assignments to be proportionate and (g) any limitation or consent that was contained in the provisions for the relevant Loan at the time such Loan was approved by UBS AG pursuant to the Global Master Repurchase Agreement.

Loan Maturity Life means, as of any date of determination, the number of years (rounded to the nearest one hundredth thereof) from such date to the respective dates of the final scheduled distribution of principal of such obligation.

LTM EBITDA: With respect to a Portfolio Asset Obligor, the EBITDA of such Portfolio Asset Obligor for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available for such Portfolio Asset Obligor.

Maintenance Covenant:  A covenant by any Obligor to comply with one or more financial covenants during each reporting period, whether or not such Obligor has taken any specified action.

Majority Noteholders:  The Holders of more than 50% of the Aggregate Outstanding Amount of the Class A Notes.

Mandatory Redemption: The meaning specified in Section 9.1.

Margin Stock:  The meaning specified under Regulation U.

Market Value:  As of any date of determination, (i) with respect to any Portfolio Asset, the product of the Principal Balance and the Current Price, and (ii) with respect to any Cash 100% of the face value thereof.

Markit: Markit Ltd. and any of its subsidiaries, or any successor thereto.

Master Participation Agreement:  Collectively, the documentation providing for any sale by the Issuer of Participation Interests in any of the Portfolio Assets pursuant to and in accordance with Section 12.3(d).

Master Participation and Assignment Agreement:  The Master Participation and Assignment Agreement dated as of the Closing Date between the Issuer and the Sole Shareholder in respect of the purchase of Portfolio Assets as identified therein.

Material Adverse Effect:  A material adverse effect on (a) the business, assets, operations, or condition, financial or otherwise, of the Issuer, (b) the ability of the Issuer or the Sole Shareholder to perform any of its obligations under the Notes or any other Transaction Document to which it is a party or (c) the rights of or benefits available to any of the Holders or the Trustee under the Notes or any of the other Transaction Documents.

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Maturity:  With respect to any Note, the date on which the unpaid principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity, on a Redemption Date or by declaration of acceleration or otherwise.

Maximum Advance Percentage: On any date of determination by the Valuation Agent that occurs (a) during the Facility Period, 75% or (b) at any time thereafter, 65%.

Maximum UBS Funded Amount: On any date of determination, the “Maximum Aggregate Purchase Price” under (and as defined in) the Global Master Repurchase Agreement on such date, being initially U.S.$50,000,000.

Minimum Equity Contribution: As of any date of determination by the Valuation Agent, the greater of (a) zero and (b) the remainder of (i) the Minimum Total Portfolio Value minus (ii) the Maximum UBS Funded Amount.

Minimum Total Portfolio Value: As of any date of determination by the Valuation Agent, the quotient of (i) the Maximum UBS Funded Amount divided by (ii) the then-applicable Maximum Advance Percentage.

Moody's:  Xxxxx'x Investors Service, Inc. and any successor thereto.

MPA Counterparty:  With respect to any Master Participation Agreement, the Person (which may, for the avoidance of doubt, be the Sole Shareholder or an Affiliate thereof) acquiring Participation Interests thereunder.

Non-Performing Loan: A Loan that is not a Performing Loan.

Non-Permitted ERISA Holder:  The meaning specified in Section 2.11(c).

Non-Permitted Holder:  The meaning specified in Section 2.11(b).

Non-USD Currency:  Any lawful coin or currency other than Dollars.

Noteholder Reporting Obligations:  The obligations set forth in Section 2.12(b).

Note Register:  The meaning specified in Section 2.5(a).

Note Registrar: The meaning specified in Section 2.5(a)..

Notes:  The Class A Notes.

Obligor:  The issuer, obligor or guarantor in respect of a Portfolio Asset or Eligible Investment or other loan or security, whether or not Collateral.

Offer:  The meaning specified in Section 10.6(c).

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Officer:  (a) With respect to the Issuer or any entity that is a corporation or exempted company, any director, Chairman of the Board of Directors or any Person authorized thereby to take any and all actions necessary to consummate the transactions contemplated by the Transaction Documents; (b) with respect to any other entity that is a partnership, any general partner thereof or any Person authorized by such entity; (c) with respect to any other entity that is a limited liability company, any member thereof or any Person authorized by such entity; and (d) with respect to the Trustee and any bank or trust company acting as trustee of an express trust or as custodian or agent, any vice president or assistant vice president of such entity or any officer customarily performing functions similar to those performed by a vice president or assistant vice president of such entity.

offshore transaction:  The meaning specified in Regulation S.

Opinion of Counsel:  A written opinion addressed to the Trustee (or upon which the Trustee is permitted to rely) and the Issuer, in form and substance reasonably satisfactory to the Trustee, of a nationally or internationally recognized and reputable law firm.  Whenever an Opinion of Counsel is required hereunder, 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 either be addressed to the Trustee or shall state that the Trustee shall be entitled to rely thereon.

Other Plan Law:  Any State, local, Federal or non-U.S. laws or regulations that are substantially similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code.

Outstanding:  With respect to the Notes, as of any date of determination, all of the Notes theretofore authenticated and delivered under this Indenture, except:

(i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation in accordance with the terms of Section 2.9;

(ii) Notes for whose payment funds in the necessary amount have been theretofore irrevocably deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes pursuant to Section 4.1(a)(ii);

(iii) 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

(iv) Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Notes have been issued as provided in Section 2.6;

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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, Notes owned by the Issuer shall be disregarded and deemed not to be Outstanding (except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Trust Officer of the Trustee actually knows to be so owned shall be so disregarded).  

Par Amount:  In relation to any Portfolio Asset, the outstanding principal amount of such Portfolio Asset.

Participation Interest: A participation interest in (e.g., an equitable assignment or other beneficial but not record ownership of) a Loan.

Paying Agent:  Any Person authorized by the Issuer to pay the principal of any Notes on behalf of the Issuer as specified in Section 7.2.

Payment Account:  The account established pursuant to Section 10.3(a).

Payment Date:  The 10^th of January, April, July and October of each year (or, if such date is not a Business Day, the following Business Day), provided that the first Payment Date shall occur on April 10, 2020.

Payment Date Report:  The meaning specified in Section 10.5(a).

Performing Loan: A Loan the Obligor of which is not in default of any obligations in respect thereof after the expiration of any applicable grace period.

Permitted Liens: (i) Liens arising under the Transaction Documents in favor of the Trustee for the benefit of the Trustee and other Secured Parties, (ii) Liens for taxes, assessments, or governmental charges or claims not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the Issuer's books in accordance with GAAP, and (iii) banker’s Liens in the nature of rights of setoff arising in the ordinary course of business of Issuer.

Person:  An individual, corporation (including a business trust), exempted company, partnership, limited partnership, exempted limited partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.

Placement Agent:  UBS Securities LLC, in its capacity as placement agent under the Class A Placement Agency Agreement.

Plan Asset Regulation:  U.S. Department of Labor regulations, 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA.

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Portfolio: At any time, all Portfolio Assets held by the Issuer at such time.

Portfolio Advance Value: As of any date of determination by the Valuation Agent, the aggregate Advance Value of all the Portfolio Assets (other than Zero Value Portfolio Assets) and Cash standing to the credit of the Collection Account

Portfolio Asset: Any Loan, or an Eligible Participation Interest therein, held by the Issuer.

Portfolio Asset Obligor:  In relation to any Portfolio Asset, the borrower or issuer of or obligor on the Portfolio Asset.  In addition, "Portfolio Asset Obligor", unless the context otherwise requires, shall also refer to any guarantor of or other obligor on the Portfolio Asset.

Portfolio Asset Trade Date: With respect any Portfolio Asset or prospective Portfolio Asset, the trade date for the acquisition thereof; provided that for purposes of the contribution of a Loan to the Issuer pursuant to the Issuer Sale and Contribution Agreement, the date of such contribution shall be deemed to be the Portfolio Asset Trade Date of such Loan.

Pre-EOD Sale: The meaning specified in Section 12.1(d).

Principal Balance:  Subject to Section 1.2, with respect to any item of Collateral, the outstanding principal amount of such Collateral (excluding any capitalized interest), provided that for all purposes the Principal Balance of any Defaulted Obligation that has remained a Defaulted Obligation for a continuous period of three years after becoming a Defaulted Obligation and has not been sold or terminated during such three year period shall be deemed to be zero.

Principal Collection Subaccount: The meaning given to such term in Section 10.2(a).

Principal Collections:  With respect to any Quarterly Period, (a) all collections of principal on a Portfolio Asset (excluding any capitalized interest) paid in respect of any Portfolio Asset and received by the Issuer during such Quarterly Period (whether or not directly from the relevant Portfolio Asset Obligor), including the proceeds of any sale properly attributable to principal (excluding proceeds of any sale properly attributable to capitalized interest) (but not including any amounts deducted or withheld by any Obligor on a Portfolio Asset for or on account of any present or future Taxes with respect to payments by such Obligor on such Portfolio Asset), (b) with respect to Eligible Investments credited to the Collection Account at any time during such Quarterly Period, all interest paid on, and proceeds of, such Eligible Investments, and (c) all amounts contributed in the form of Cash by the Sole Shareholder pursuant to Section 2(a) and Section 2(c) of the Issuer Sale and Contribution Agreement; provided that for the purposes of attributing collections to principal and capitalized interest, such attribution shall be made (i) if the Underlying Instruments include provisions for such attribution, then in accordance with such provisions and (ii) if the Underlying Instruments do not include any such provisions, then on a pro rata basis.

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Priority of Payments:  The meaning specified in Section 11.1(a).

Priority Revolving Loan: As of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset, the Indebtedness of such Portfolio Asset Obligor and its Subsidiaries in the form of a Revolving Loan that when it is drawn (i) ranks senior to such Portfolio Asset and (ii) is secured by a senior ranking lien or security interest in a portion of the same collateral as of such date of calculation that would be stated on a consolidated balance sheet.

Priority Revolving Loan Leverage Ratio: As of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset, the ratio of:

(a) the outstanding principal amount of the Priority Revolving Loan(s) relating to such Portfolio Asset determined on the assumption that the maximum aggregate amount that can be borrowed under such Priority Revolving Loan(s) has already been fully advanced such that any undrawn amount thereunder shall constitute outstanding principal amount for purposes of this definition; to

(b) the LTM EBITDA of such Portfolio Asset Obligor.

Proceeding:  Any suit in equity, action at law or other judicial or administrative proceeding.

Prohibited Industry Portfolio Asset: A Portfolio Asset for which the relevant Portfolio Asset Obligor is primarily or directly involved in (or for which the proceeds received by the relevant Portfolio Asset Obligor is used to finance):

(a) any of the payday loan, assault weapon, firearms manufacturing, gambling (including online or telephonic gambling, but excluding hospitality and/or resorts development or management), adult entertainment related or licensed marijuana related industries and any other industry which involves any activity that the Valuation Agent reasonably believes is or would be illegal in any jurisdiction within any of Switzerland, the United States, the Cayman Islands or the United Kingdom if it were carried out there (regardless of where the activity is actually carried out); or

(b) any industry which involves any activity which the Valuation Agent either (x) is notified by a Governmental Authority or (y) acting in a commercially reasonable manner and in good faith, determines, in each case, could result in the Valuation Agent’s involvement in any capacity in the transactions contemplated by this Indenture or any of the Transaction Documents violating any law, rule or regulation applicable to the Valuation Agent.

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Purchase Price:

(a) In relation to any Portfolio Asset that is not a Portfolio Asset acquired by the Issuer in connection with the Sole Shareholder’s contribution obligations under the Issuer Sale and Contribution Agreement, the original purchase price therefor paid by the Issuer to acquire such Portfolio Asset (expressed as a percentage of par and exclusive of accrued interest and capitalized interest, but inclusive of any costs incurred by the Issuer to acquire such Portfolio Asset); and

(b) in relation to any Portfolio Asset contributed by or on behalf of the Sole Shareholder pursuant to the terms of the Issuer Sale and Contribution Agreement, the net cash proceeds that would be received by the Issuer from the sale or other disposition of such Portfolio Asset by the Issuer (as determined by the Collateral Manager in good faith, subject and without prejudice to UBS’ rights under 12.1(a)(iv)) if the Issuer entered into a binding commitment to sell or otherwise dispose of such Portfolio Asset on the applicable trade date of the relevant contribution (expressed as a percentage of par and exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment),

provided, in each case, that the Purchase Price of any Portfolio Asset (or applicable portion thereof) shall be deemed to have been decreased by a pro rata portion of such Purchase Price equal to any portion of the Principal Balance thereof that is being sold or otherwise disposed of by the Issuer or repaid by the applicable Portfolio Asset Obligor on or after the date of acquisition thereof by the Issuer.

Qualified Institutional Buyer:  The meaning specified in Rule 144A under the Securities Act.

Qualified Purchaser:  The meaning specified in the Investment Company Act.

Quarterly Period:  Each period from, and including, the first calendar day of January, April, July and October (each, a Quarterly Date) to, but excluding, the next following Quarterly Date, except that (a) the initial Quarterly Period will commence on, and include, the Closing Date and will end on, but exclude, the first day of April 2020 and (b) the final Quarterly Period will end on, but exclude, the date on which the Notes are paid in full.

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Ramp-Up Period: The period commencing on and including the Closing Date and ending on and including the earliest of (a) the date on which the aggregate “Purchase Price” paid by UBS in respect of the Class A Notes under (and as defined in) the Global Master Repurchase Agreement is equal to the initial Maximum UBS Funded Amount (as shall be notified by the Valuation Agent to the Issuer and the Trustee), (b) the first date on which a “Voluntary Prepayment” under (and as defined in) the Global Master Repurchase Agreement occurs (as shall be notified by the Valuation Agent to the Issuer and the Trustee), and (c) the scheduled “Repurchase Date” (as (i) defined in the Global Master Repurchase Agreement and (ii) shall be notified by the Valuation Agent to the Issuer and the Trustee).

Ramp-Up Period DWAC Increase: Has the meaning given to such term in Section 2.2(e).

Record Date:  With respect to the Global Notes, the date one day prior to the applicable Payment Date or Redemption Date (as applicable) and, with respect to the Certificated Notes, the date 15 days prior to the applicable Payment Date or Redemption Date (as applicable).

Redemption Date:  Any Business Day specified for a redemption in whole or in part of Notes pursuant to Article 9.

Redemption Price:  For each Note to be redeemed in whole or in part, 100% of the Aggregate Outstanding Amount of such Note (or the applicable portion thereof to be redeemed).

Registered:  In registered form for U.S. Federal income tax purposes and issued after July 18, 1984, provided that a certificate of interest in a grantor trust shall not be treated as Registered unless each of the obligations or securities held by the trust was issued after that date.

Registered Form has the meaning specified in Section 8-102(a)(13) of the UCC.

Registered Office Agreement:  The agreement of the Issuer to comply with the standard Terms and Conditions for the Provision of Registered Office Services by MaplesFS Limited (Structured Finance – Cayman Company) as published at xxxx://xxx.xxxxxx.xxx/xxxxx/ and as agreed and approved by an Authorizing Resolution.  

Regulation S:  Regulation S, as amended, under the Securities Act.

Regulation S Global Note:  The meaning specified in Section 2.2(b)(i).

Regulation U:  Regulation U (12 C.F.R. 221) issued by the Board of Governors of the Federal Reserve System.

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Required Equity Advance Value: As of any date of determination by the Valuation Agent, the greater of (a) zero and (b) the remainder of:

(i) the sum of the aggregate Market Value for all Portfolio Assets (other than Zero Value Portfolio Assets) plus the face amount of Cash then standing to the Collection Account minus

(ii) the Minimum Equity Contribution.

Required Expense Equity Contribution:  The meaning specified for such term in the Issuer Sale and Contribution Agreement.

Revolving Loan: A loan that (a) provides the borrower with a line of credit against which one or more borrowings (or drawings under a letter of credit for the account of the borrower) may be made and that provides that such borrowed (or drawn) amounts may be repaid and reborrowed from time to time or (b) is a delayed funding term loan (unless such loan is fully drawn).

Rule 144A:  Rule 144A, as amended, under the Securities Act.

Rule 144A Global Note:  The meaning specified in Section 2.2(b)(i).

S&P:  Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, and any successor or successors thereto.

S&P Industry Classification:  The industry classifications set forth in Schedule 1 hereto, as such industry classifications shall be updated at the option of the Collateral Manager if S&P publishes revised industry classifications.

Sale:  The meaning specified in Section 5.17.

Sale Adjusted Price: The meaning specified in Section 12.1(d).

Sale Notice Date: The meaning specified in Section 12.1(d).

Sale Price: The meaning specified in Section 12.1(d).

Scheduled Distribution:  With respect to any Portfolio Asset or Eligible Investment, for each Due Date, the scheduled payment of principal and/or interest and/or capitalized interest due on such Due Date with respect to such Collateral, determined in accordance with the assumptions specified in Section 1.2 hereof.

Second Lien Illiquid Loan: Any Second Lien Loan that is not a Liquid Loan.

Second Lien Liquid Loan: Any Second Lien Loan that is a Liquid Loan.

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Second Lien Loan:  (a) Any Loan that: (i) is subordinated (in right of payment, liens or otherwise) to a Senior Secured Loan of the Portfolio Asset Obligor(s), (ii) is secured by a valid second-priority perfected security interest or lien in, to or on (second only to a security interest or Lien securing a Senior Secured Loan) collateral consisting of all or substantially all the assets of the Portfolio Asset Obligor(s), and (iii) is not secured solely or primarily by common stock or other equity interests; provided that the limitation set forth in this clause (iii) 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 (x) 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) and (y) its own property is not subject to a Lien securing any Indebtedness; or

(b) is a Senior Secured Last Out Loan.

Section 13 Banking Entity:  An entity that (i) is defined as a "banking entity" under the Xxxxxxx Rule regulations (12 CFR Section 248.2(c)), (ii) provides written certification thereof to the Issuer and the Trustee, and (iii) identifies the Class or Classes of Notes held by such entity and the outstanding principal amount thereof.

Secured Obligations:  The meaning assigned in the Granting Clauses hereof.

Secured Parties:  The meaning specified in the Granting Clauses.

Securities Act:  The U.S. Securities Act of 1933, as amended.

Securities Intermediary:  The meaning specified in Section 8‑102(a)(14) of the UCC.

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 an Eligible Participation Interest.

Senior Secured Illiquid Loan: Any Senior Secured Loan that is not a Liquid Loan.

Senior Secured Last Out Loan:  Any Loan (a) that would be a Senior Secured Loan but for the fact that its terms provide that the payment of principal thereon, either prior to or after any default, event of default, financial covenant test failure or other event, is to occur after the payment of principal of any other term loan(s) (each such other term loan, a "Senior Secured First Out Loan") of the Portfolio Asset Obligor of such loan and (b). for which (i) the Priority Loan Leverage Ratio with respect to such Senior Secured Last Out Loan and the related Portfolio Obligor(s) is greater than 1.5x and (ii) the Consolidated Leverage Ratio with respect to such Senior Secured Last Out Loan and the related Portfolio Obligor(s) is greater than 5.2x.

Senior Secured Liquid Loan: Any Senior Secured Loan that is a Liquid Loan.

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Senior Secured Loan: Any Loan that (i) is not (and by its terms is not permitted to become) subordinated in right of payment, liens or otherwise to any other obligation of the Portfolio Asset Obligor(s) of such Loan, including any other obligation under the same credit facility, and (ii) is secured by a valid first priority perfected security interest in or Lien on collateral consisting of all or substantially all the assets of the Portfolio Asset Obligor(s).

Side Letter Security Agreement:  The letter agreement dated as of the Closing Date between the Issuer and the Sole Shareholder in contemplation of the sale from time to time of Portfolio Assets from the Sole Shareholder to the Issuer.

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 Note (or any interest therein) by virtue of its interest and thereby subject the Issuer and the Collateral Manager (or other Persons responsible for the investment and operation of the Issuer's assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

Signing Date: December 16, 2019.

Sole Shareholder: BC Partners Lending Corporation, a corporation incorporated under the law of the State of Maryland and sole shareholder of the Issuer.

Stated Maturity:  With respect to the Notes, the date specified as such in Section 2.3.

Structured Finance Obligation:  Any debt obligation secured directly by, or representing ownership of, a pool of consumer receivables, auto loans, auto leases, equipment leases, home or commercial mortgages, corporate debt or sovereign debt obligations, including collateralized bond obligations, collateralized loan obligations, mortgage-backed securities or any similar security or other asset backed security or similar investment or equipment trust certificate or trust certificate of the type generally considered to be a repackaged security.

Subscription Agreement:  The agreement dated as of the Signing Date by and between the Issuer and the Sole Shareholder relating to the sale of Class A Notes (as defined therein).

Support Document:  Each of the Issuer Account Control Agreement and the Issuer Sale and Contribution Agreement.

Synthetic Security:  Any U.S. Dollar denominated swap transaction (including any default swap), LCDX, structured bond investment, credit linked note or other derivative investment, which investment contains a probability of default, recovery upon default and expected loss characteristics closely correlated to a reference obligation, but which may provide for a different maturity, interest rate or other non-credit characteristics than such reference obligation.

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TARGET Settlement Day: Any day on which TARGET (the Trans-European Automated Real-time Gross settlement Express Transfer system) is open.

Tax:  Any tax, levy, impost, duty, charge or assessment of any nature (including interest, penalties and additions thereto) imposed by any Governmental Authority.

Transaction Documents: The Indenture, the Issuer Account Control Agreement, Collateral Management Agreement, the Registered Office Agreement, the Collateral Administration Agreement, the Side Letter Security Agreement, the Class A Placement Agency Agreement, the Subscription Agreement, the Issuer Sale and Contribution Agreement, the Administration Agreement, the AML Services Agreement and each Master Participation Agreement.

Transfer Agent:  The Person or Persons, which may be the Issuer, authorized by the Issuer to exchange or register the transfer of Notes.

Trust Officer:  When used with respect to the Trustee, any Officer within the Corporate Trust Office (or any successor group of the Trustee) including any Officer 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.

Trustee:  The meaning specified in the first sentence of this Indenture.

UBS: UBS AG, together with its successors.

UCC:  The Uniform Commercial Code as in effect in the State of New York, as amended from time to time.

Uncertificated Security:  The meaning specified in Section 8‑102(a)(18) of the UCC.

Underlying Instrument:  The indenture, credit agreement or other agreement pursuant to which a Portfolio Asset has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Portfolio Asset or of which the holders of such Portfolio Asset are the beneficiaries.

United States Person: The meaning specified in Section 7701(a)(30) of the Code.

Unregistered Securities:  The meaning specified in Section 5.17(c).

U.S. Person or U.S. person:  The meaning specified in Regulation S.

Valuation Agent: UBS AG in its capacity as valuation agent, as appointed by the Issuer pursuant to the appointment letter dated the Signing Date between the Issuer and UBS AG, and its permitted successors and assigns in such capacity.

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Xxxxxxx Rule:  Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

Voluntary Contribution/Sale: The meaning set forth in the Issuer Sale and Contribution Agreement.

Voluntary Partial Prepayment: The meaning set forth in the Global Master Repurchase Agreement.

Voluntary Partial Prepayment Notice: The written notice delivered by the Sole Shareholder to UBS relating to a “Voluntary Partial Prepayment” under (and as defined in) the Global Master Repurchase Agreement.

Withdrawal Conditions: With respect to (x) any proposed withdrawal from the Collection Account to pay the Sole Shareholder or for use by the Sole Shareholder to satisfy any of its contribution obligations under the Issuer Sale and Contribution Agreement or (y) any proposed transfer of any Portfolio Asset (other than a Zero Value Portfolio Asset) from the Custodial Account for the account of the Sole Shareholder or an account designated by the Sole Shareholder, conditions which shall be satisfied if:

(a) no Default or Event of Default has occurred or is continuing;

(b) the Valuation Agent has confirmed in writing to the Issuer and Trustee that such proposed withdrawal will not (taking into account any equity contribution made by the Sole Shareholder on the applicable withdrawal or transfer settlement date as a condition precedent to such withdrawal or transfer) result in a Borrowing Base Deficiency immediately after giving effect thereto and, in the case of sub-clause (y), the relevant transfer documentation provides that occurrence of the settlement date of such transfer shall be conditional upon on such confirmation; and

(c) immediately after giving effect to such proposed withdrawal or transfer, there shall be sufficient amounts in the Collection Account to satisfy in full all payments under Sections 11.1(a)(i))(A) to (B) on the next succeeding Payment Date.

Zero Value Portfolio Asset:  

(a) Any Portfolio Asset that: (i) at any time after the Inclusion/Amendment Date on any date of determination by the Valuation Agent, has (A) become, as determined by the Valuation Agent, a Defaulted Obligation, or (B) ceased to comply with any of the Borrowing Base Asset Criteria (other than those criteria that, by their express terms, are tested only at the Inclusion/Amendment Date or have otherwise been waived by Valuation Agent) or the Asset Eligibility Criteria or (ii) if and for so long as such situation is continuing, has a Current Price less than 75%;

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(b) Until such time as such Illiquid Loan is included in a subsequent Asset Valuation Report or an equivalent report from the Initial Valuation Company or a Fallback Valuation Company delivered at any time after such date of determination, any Illiquid Loan in respect of which the Sole Shareholder has failed to comply with the reporting requirements under Section 8 of the Issuer Sale and Contribution Agreement.

(c) Any Portfolio Asset which (i) together with any other Portfolio Assets, has resulted in a breach of any of the Borrowing Base Portfolio Criteria; provided that (i) where a Borrowing Base Portfolio Criterion is expressed as a maximum, a Portfolio Asset shall constitute a Zero Value Portfolio Asset as a result of a violation of the Borrowing Base Portfolio Criteria only with respect to the portion of such Portfolio Asset that (together with the equivalent and equal portions of any other Portfolio Assets which are members of the category subject to such maximum) causes the failure by the Issuer to satisfy any of the Borrowing Base Portfolio Criteria, allocated across Portfolio Assets by the Valuation Agent (in the case where a Portfolio Asset violates or causes the violation of more than one of the Borrowing Base Portfolio Criteria) and (ii) where a Borrowing Base Portfolio Criterion is expressed as a minimum, a Portfolio Asset shall constitute a Zero Value Portfolio Asset as a result of a violation of the Borrowing Base Portfolio Criteria only with respect to the portion of such Portfolio Asset that (together with the equivalent and equal portions of any other Portfolio Assets that are not members of the category subject to such minimum) causes the failure by the Issuer to satisfy any of the Borrowing Base Portfolio Criteria, allocated across Portfolio Assets by the Valuation Agent (in the case where a Portfolio Asset violates or causes a violation of more than one of the Borrowing Base Portfolio Criteria);

(d) Any Portfolio Asset that does not at the time of Inclusion satisfy the conditions and requirements set forth in Sections 12.2(a) and 12.3(b) of the Indenture and that has not since such time satisfied such conditions and requirements;

(e) Any Portfolio Asset with respect to which the Issuer or the Sole Shareholder took, agreed or consented to any action under the Collateral Management Agreement, including, but not limited to, actions relating to voting rights in respect of any Portfolio Asset, without providing UBS (acting in its capacity as Valuation Agent or otherwise) with any prior or subsequent notice in relation thereto required by the Collateral Management Agreement within the timeframes set out therein;

(f) Any Portfolio Asset in relation to which the Collateral Manager did not provide an Advance Restructuring Notice (as defined in the Collateral Management Agreement) when originally due under the Collateral Management Agreement;

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(g) Any Portfolio Asset in relation to which the Collateral Manager did not provide a Post-Restructuring Notice (as defined in the Collateral Management Agreement) when originally due pursuant to the Collateral Management Agreement; and

(h) Any Portfolio Asset that is an Eligible Participation Interest (other than a Closing Date Participation Interest).

1.2 Assumptions as to Collateral

In connection with all calculations required to be made pursuant to this Indenture with respect to Scheduled Distributions on any Portfolio Asset or Eligible Investment, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Portfolio Assets, and with respect to the income that can be earned on Scheduled Distributions on such Collateral and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.2 shall be applied.  The provisions of this Section 1.2 shall be applicable to any determination or calculation that is covered by this Section 1.2, whether or not reference is specifically made to Section 1.2, 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 Collateral securing the Notes shall be made on the basis of information as to the terms of each such item of Collateral and upon reports of payments, if any, received on such item of Collateral that are furnished by or on behalf of the Obligor of such item of Collateral 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 each Quarterly Period and as of any date of determination, the Scheduled Distribution on any item of Collateral (other than a Defaulted Obligation, which shall be assumed to have a Scheduled Distribution of zero) shall be the sum of (i) the total amount of payments and collections to be received during such Quarterly Period in respect of such item of Collateral (including the proceeds of the sale of such Collateral received and, in the case of sales which have not yet settled, to be received during the Quarterly Period and not reinvested in additional Portfolio Assets or Eligible Investments or retained in the Collection Account for subsequent reinvestment pursuant to Section 12.2(b) that, if received as scheduled, will be available in the Collection Account at the end of the Quarterly Period and (ii) any such amounts received in prior Quarterly Periods that were not disbursed on a previous Payment Date.

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(c) All calculations, unless otherwise set forth herein or the context otherwise requires, shall be rounded to the nearest ten-thousandth if expressed as a percentage, and to the nearest one-hundredth if expressed otherwise.

(d) All monetary calculations under this Indenture shall be in Dollars.

(e) Any reference in this Indenture 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 a 360-day year of twelve 30-day months prorated for the related Quarterly Period and shall be based on the aggregate face amount of the Portfolio Assets and the Eligible Investments.

(f) 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 herein, 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.

(g) For purposes of calculating compliance with any tests hereunder, the trade date (and not the settlement date) with respect to any acquisition or disposition of a Portfolio Asset or Eligible Investment shall be used to determine whether and when such acquisition or disposition has occurred.

(h) For the purposes of determining whether any Portfolio Asset meets the criteria of any of the following definitions, such determination shall be determined by the Valuation Agent as of the Inclusion/Amendment Date:

(1) Illiquid Loan;

(2) Liquid Loan;

(3) Cov-Lite Loan;

(4) Second Lien Loan;

(5) Second Lien Illiquid Loan;

(6) Second Lien Liquid Loan;

(7) Second Lien Illiquid Loan;

(8) Senior Secured Illiquid Loan;

(9) Senior Secured Liquid Loan;

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(10) Senior Secured Loan;

(11) Performing Loan; and

(12) Non-Performing Loan.

(i) For purposes of calculating the status of an asset (or a portion thereof) as a Zero Value Portfolio Asset, with respect to:

(i) the Inclusion of any asset which would not, on its Inclusion Date, be a Zero Value Portfolio Asset, the Portfolio Asset Trade Date shall be used to determine whether and when a Portfolio Asset is held by the Issuer; and

(ii) the Inclusion of any asset which would, on its Inclusion Date, be a Zero Value Portfolio Asset, the Business Day preceding the Portfolio Asset Trade Date shall be used to determine whether and when a Portfolio Asset is held by the Issuer;

(iii) the sale or other disposition of any asset:

(A) where the asset is a Zero Value Portfolio Asset which is a Defaulted Obligation, the settlement date for any disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer (and, correspondingly, in the event that the Valuation Agent holds margin, any margin held in respect of such Defaulted Obligation shall not be released until after the sale proceeds in respect of such disposition are received), and

(B) otherwise, (I) where the disposition is to an Approved Dealer on Approved Terms, the Portfolio Asset Trade Date of such disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer and (II) otherwise the settlement date of such disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer; and

(iv) cash to be paid or received or Eligible Investments to be liquidated in relation to Inclusion or disposition of a Portfolio Asset, such cash or Eligible Investments shall be debited or credited as of the relevant date on which such Portfolio Asset becomes or ceases to be held by the Issuer as determined by the Valuation Agent in accordance with the preceding clause (i), (ii) or (iii) (as applicable).

(j) The Holders by their acceptance of the Notes agree and acknowledge that the Valuation Agent may, and hereby direct the Valuation Agent to, in its sole discretion and without any further notice or assumption of fiduciary or other obligations to the Holders, exercise its rights hereunder to (i) independently agree with the Collateral Manager any of the Advance Percentages in accordance with clause (ii) of the proviso to the definition of "Advance Percentage", (ii) waive any of the Borrowing Base Asset Criteria in accordance

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with the proviso to the definition of "Borrowing Base Asset Criteria" and (iii) waive any of the Borrowing Base Portfolio Criteria in accordance with the proviso to the definition of "Borrowing Base Portfolio Criteria".

(k) Any direction or Issuer Order required hereunder relating to the purchase, acquisition, sale, disposition or other transfer of Collateral may be in the form of a trade ticket, confirmation of trade, 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 Issuer (or the Collateral Manager on the Issuer's behalf) on which the Trustee may rely.

2. The Notes

2.1 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 2, 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 an Authorized Representative of the Issuer executing such Notes as evidenced by such Authorized Representative’s execution of such Notes.  Any portion of the text of any such Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of such Note.

2.2 Forms of Notes

(a) The forms of the Notes, including the forms of Certificated Notes, Regulation S Global Notes and Rule 144A Global Notes, shall be as set forth in the applicable part of Exhibit A hereto.

(b) Regulation S Global Notes, Rule 144A Global Notes; Certificated Notes.

(i) (x) Regulation S Global Note:

The Class A Notes sold to Persons who are not U.S. persons in offshore transactions in reliance on Regulation S shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the applicable form attached as Exhibit A1 hereto (the Class A Regulation S Global Note), and shall be deposited on behalf of the subscribers for such Class A Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

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(y) Rule 144A Global Notes:

The Class A Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A Notes in a non-public transaction shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the form attached as Exhibit A1 hereto (the Class A Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.  

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.

(c) The Issuer in issuing the Notes shall use "CUSIP," "ISIN" or "private placement" numbers (if then generally in use), and, if so, the Issuer will indicate the "CUSIP," "ISIN" or "private placement" numbers of the Notes in related materials as a convenience to Holders.

(d) This Section 2.2(d) shall apply only to Global Notes deposited with or for account 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 Note held on their behalf by the Bank, 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 purposes whatsoever.  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.

(e) With respect to Global Notes, in connection with any acquisition of Portfolio Assets during the Ramp-Up Period by the Issuer in accordance with Article 12,  and following the completion of a DWAC Funding Process as notified by the Valuation Agent to the Issuer (and the Trustee), the Bank, as custodian for

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DTC, shall be authorized to endorse on Schedule A of the relevant Global Note the related increase in the principal amount of such Global Note in the amount of the funds actually received by the Issuer from the Holders as a result of such DWAC Funding Process (such increase as so endorsed by the Bank, a Ramp-Up Period DWAC Increase).  Each Holder (or beneficial owner) of a Note shall reasonably cooperate with the Issuer and the Trustee to effect the foregoing, including in connection with providing any necessary approvals or direction to DTC.

2.3 Authorized Amount; Stated Maturity; Denominations

(a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is limited to, with respect to the Class A Notes, U.S.$76,923,077, excluding (i) Notes issued upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.5, 2.6 or 8.6 of this Indenture or (ii) additional notes issued in accordance with Section 2.13 and other applicable provisions of Article 8.

(b) The Notes shall have the designations, aggregate stated and funded principal amounts and other characteristics as follows:

Class Designation	Class A Note
Original Aggregate Stated Face Amount	U.S.$76,923,077
Initial Funded Aggregate Principal Amount	U.S.$30,769,231
Stated Maturity	December, 2029

The Class A Notes shall be issued in minimum denominations of U.S.$500,000 and integral multiples of U.S.$1 in excess thereof, and in each case, shall only be transferred or resold in compliance with the terms of this Indenture.  The Class A Notes shall not bear interest.

All of the Class A Notes are entitled to receive payments of Principal Collections and Interest Collections on a Redemption Date in the amount of the applicable Redemption Price, the relevant date following the occurrence of an Enforcement Event and the date of Maturity, in each case, pro rata and pari passu among themselves in accordance with the Priority of Payments.

The Class A Notes shall be issued in exchange for, on the Closing Date, the consideration contemplated by Section 2(a) of the Issuer Sale and Contribution Agreement and, thereafter, for cash and for consideration otherwise contemplated in Section 2 of the Issuer Sale and Contribution Agreement.

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2.4 Execution, Authentication, Delivery and Dating

The Notes shall be executed on behalf of the Issuer by one of its Authorized Representatives.  The signature of such Authorized Representative on the Notes may be manual or by electronic transmission (including by facsimile or e-mail transmission of a “pdf” copy).

Notes bearing the manual or electronically transmitted signatures of any individual who was at any time an Authorized Representative of the Issuer shall bind the Issuer notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office 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 in this Indenture and not otherwise.

Each Class A 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 Outstanding principal amount of the Notes so transferred, exchanged or replaced.  In the event that any Note is divided into more than one Note in accordance with this Article 2, 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 principal 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 Representatives, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

2.5 Registration, Registration of Transfer and Exchange

(a) The Trustee is hereby appointed as the registrar of the Class A Notes (the Note Registrar) (in such capacity the Class A Note Registrar).  The Trustee is hereby appointed as a Transfer Agent with respect to the Notes.  Each Note Registrar shall keep, on behalf of the Issuer, a register (the Note Register) for the Class A Notes, in its Corporate Trust Office in which, subject to such

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reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of and the registration of transfers of Class A Notes. Upon any resignation or removal of the Note Registrar, the Issuer shall promptly appoint a successor or, in the absence of such appointment, assume the duties of the Note Registrar.  The Issuer may not terminate the appointment of the Note Registrar or any Transfer Agent or appoint a new Note Registrar or Transfer Agent without the consent of the Majority Noteholders.

If a Person other than the Trustee is appointed as a 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 Registrar, 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 Class A Notes and the principal or face amounts and numbers of such Class A Notes.  Upon written request at any time, the Note Registrar shall provide to the Issuer, the Collateral Manager or any Holder of a Class A Note a current list of Class A Noteholders as reflected in the Note Register.

Subject to this Section 2.5, 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 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 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 and deliver, the Notes that the Holder making the exchange is entitled to receive.

All Notes 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.

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 such Holder's attorney duly authorized in writing.

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No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer, the Note Registrar or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.  The Note Registrar or the Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and transferee.

(b) 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 the Issuer to become subject to the requirement that it register as an investment company under the Investment Company Act.

(c) (i)No Note may be transferred to a Benefit Plan Investor and neither the Issuer, the Trustee nor the Note Registrar will recognize any such transfer to a Person that has represented that it is a Benefit Plan Investor.  Each initial purchaser of a Note or an interest therein will be required and deemed to represent and warrant, and each subsequent transferee of a Note or an interest therein will be deemed to have represented and warranted, that: (A) for so long as it holds such Note or interest therein, it is not, and is not acting on behalf of, a Benefit Plan Investor; and (B) if such Person is a governmental, church, non-U.S. or other plan, (i) it is not, and for so long as it holds such Note or interest therein will not be, subject to any Similar Law, and (ii) its acquisition, holding and disposition of its interest in such Note will not constitute or result in a violation of any applicable Other Plan Laws.

(ii) Each purchaser and subsequent transferee of Notes will be required or deemed to represent that such purchaser or subsequent transferee, as applicable, is not an Affected Bank. Each subsequent transferee of any Notes will be deemed to represent that such purchaser or subsequent transferee, as applicable, is not an Affected Bank.  No transfer of any Note to an Affected Bank will be effective, and neither the Issuer, the Trustee nor the Note Registrar will recognize any such transfer, unless such transfer is specifically authorized by the Issuer in writing.

(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 or the Investment Company Act; provided that if a certificate is specifically required by the terms of this Section 2.5 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

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certificate substantially conforms on its face to the applicable requirements of this Indenture and shall promptly notify the party delivering the same if such certificate does not comply with such terms.

(e) Transfers of Notes shall only be made in accordance with the following requirements:

(i) Class A Notes

Class A Rule 144A Global Note to Class A Regulation S Global Note.  If a holder of a beneficial interest in a Class A Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Class A Rule 144A Global Note for an interest in the corresponding Class A Regulation S Global Note, or to transfer its interest in such Class A Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction) 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 Class A 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 cause to be credited a beneficial interest in the corresponding Class A 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 a Class A 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 B1 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 not a U.S. person, and in an offshore transaction pursuant to and in accordance with Regulation S, and (D) a written certification in the form of Exhibit B5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a non-U.S. person purchasing such beneficial interest in an offshore transaction pursuant to Regulation S, then the Note Registrar shall approve the instructions at DTC to reduce the principal amount of such Class A Rule 144A Global Note and to increase the principal amount of the Class A Regulation S

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Global Note by the aggregate principal amount of the beneficial interest in such Class A Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A Regulation S Global Note equal to the reduction in the principal amount of such Class A Rule 144A Global Note.

(ii) Class A Notes

Class A Regulation S Global Note to Class A Rule 144A Global Note.  If a holder of a beneficial interest in a Class A Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Class A Regulation S Global Note for an interest in the corresponding Class A Rule 144A Global Note or to transfer its interest in such Class A Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A 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 interest for an equivalent beneficial interest in the corresponding Class A 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 cause to be credited a beneficial interest in the corresponding Class A Rule 144A Global Note in an amount equal to the beneficial interest in such Class A 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 B3 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 Class A Regulation S Global Note reasonably believes that the Person acquiring such interest in a Class A Rule 144A Global Note is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity

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beneficially owned exclusively by Qualified Purchasers, then the Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Class A Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred or exchanged and the Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A Rule 144A Global Note equal to the reduction in the principal amount of such Class A Regulation S Global Note.

(iii) Class A Notes

Transfer of Class A Global Note to Class A Certificated Note.  A Holder of a beneficial interest in a Class A Global Note may not transfer its interest in such Global Note to a Person who wishes to take delivery thereof in the form of a corresponding Class A Certificated Note. A Holder of a beneficial interest in a Class A Global Note may not exchange such interest for a corresponding Class A Certificated Note unless it satisfies the requirements of Section 2.10.

(iv) Transfer of Certificated Notes to Certificated Notes.  Upon receipt by the Note Registrar of (A) a Holder's Certificated Note properly endorsed for assignment to the transferee, (B) a certificate in the form of Exhibit B1 or Exhibit B3, as applicable, attached hereto given by the Holder of such Certificated Note, and (C) a certificate substantially in the form of Exhibit B2 executed by the transferee, the Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the applicable Note Register in accordance with Section 2.5(a) and upon execution by the Issuer and authentication 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 aggregate principal amount of the Certificated Note surrendered by the transferor), and in authorized denominations.  

(v) Transfer of Certificated Notes to Global Notes.  If a Class A Noteholder wishes at any time to transfer its interest in a Certificated Note to a Person who wishes to take delivery thereof in the form of a Global Note, such Class A Noteholder 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 an applicable Global Note.  Upon receipt by the

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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 B1 (in the case of transfer to a Regulation S Global Note) or Exhibit B3 (in the case of transfer to a Rule 144A Global Note) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B4 (in case of transfer to a Rule 144A Global Note) or Exhibit B5 (in case of transfer to a Regulation S Global Note) 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 cause to be credited a beneficial interest in the applicable Global Note 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 participant'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 approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the applicable Global Note equal to the principal amount of the Certificated Note transferred or exchanged.

(f) Legends.  Any Note issued upon the transfer, exchange or replacement of Notes shall bear such applicable legend substantially as set forth in the applicable part of Exhibit A hereto.

(g) Each Person who becomes a beneficial owner of Notes represented by an interest in a Global Note, and any original purchaser of any Notes, by its acquisition of a Note, will be deemed to have represented and agreed as follows:

(i) In connection with the purchase of such Notes:  

(A) none of the Issuer, the Sole Shareholder, the Collateral Manager, the Placement Agent, the Valuation Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment advisor 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 Sole Shareholder, the Collateral Manager, the Trustee, the Collateral Administrator, the Placement Agent, the Valuation Agent, or any of their respective Affiliates;

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(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 Sole Shareholder, the Collateral Manager, the Placement Agent, the Valuation Agent,  the Trustee, the Collateral Administrator or any of their respective Affiliates;

(D) such beneficial owner (1) in the case of an initial purchaser, is both (x) a Qualified Purchaser, or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers, and (y)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Notes in a non-public transaction and (2) in the case of a Person who becomes a beneficial owner subsequent to the Closing Date, is both (x) a Qualified Purchaser, or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers, and (y) a Qualified Institutional Buyer 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)(i)(d) or (a)(1)(i)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan, who is purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder;

(E) such beneficial owner is acquiring its interest in such Notes for its own account for investment 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;

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(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;

(J) such beneficial owner will provide notice of the relevant transfer restrictions to subsequent transferees, including that such beneficial owners are relying on the exemption from registration under the Securities Act provided by Rule 144A thereunder;

(K) none of such beneficial owner or any of its affiliates (as such term is defined in Rule 501(b) of Regulation D under the Securities Act) or any other Person acting on any of their behalf has engaged or will engage, in connection with such Notes, in any form of (i) general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (ii) directed selling efforts within the meaning of Rule 902(c) of Regulation S thereunder;

(L) such beneficial owner has not solicited and will not solicit offers for such Notes, and has not arranged and will not arrange commitments to purchase such Notes, except in accordance with this Indenture and any applicable U.S. Federal and State securities laws and the securities laws of any other jurisdiction in which such Notes have been offered; and

(M) if such beneficial owner is not a United States person, it is not acquiring any Note as part of a plan to reduce, avoid or evade U.S. Federal income tax.  

(ii) Each Person who purchases a Note or any interest therein will be required or deemed to represent, warrant and agree that (A) for so long as it holds such Note or interest therein, such Person is not, and is not acting on behalf of, a Benefit Plan Investor, and (B) if such Person is a governmental, church, non-U.S. or other plan which is subject to any Other Plan Law, (1) it is not, and for so long as it holds such Notes or interest therein it will not be, subject to any Similar Law, and (2) its purchase, holding and disposition of such Note will not constitute or result in a violation of any applicable Other Plan Laws.

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(iii) Such beneficial owner understands that such Notes are being offered only in a transaction not involving any public offering in the United States of America 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, including any requirement for written certifications.  In particular, such beneficial owner understands that the Notes may be transferred only to a Person that is either (a) both (1)(x) a Qualified Purchaser, or (y) an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (2) a Qualified Institutional Buyer 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)(i)(d) or (a)(1)(i)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan, who is purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A or (b) a Person that is not a U.S. Person and is acquiring the Notes in an offshore transaction in reliance on the exemption from registration provided by Regulation S thereunder.  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 the Issuer has not been registered under the Investment Company Act, and that the Issuer is exempt from registration as such by virtue of Section 3(c)(7) of the Investment Company Act.

(iv) Such beneficial owner is aware that, except as otherwise provided in this Indenture, any Class A Notes being sold to it in reliance on Regulation S will be represented by a Regulation S Global Note and that beneficial interests therein may be held only through DTC for the respective accounts of Euroclear or Clearstream.

(v) Such beneficial owner will provide notice to each Person to whom it proposes to transfer any interest in the Notes of the transfer restrictions and representations set forth in this Section 2.5, including the Exhibits referenced herein, Sections 2.11 and 2.12 hereunder, and the legends on the Notes.

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(vi) Such beneficial owner understands that the Issuer, the Sole Shareholder, the Collateral Manager, the Trustee, the Placement Agent, the Valuation Agent, and their respective counsel will rely upon the accuracy and truth of the foregoing representations and agreements, and such beneficial owner hereby consents to such reliance.

(h) The Note Registrar, the Trustee and the Issuer shall be entitled to conclusively rely on any 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.

(i) [reserved]

(j) Each Person who purchases a Note or any interest therein agrees to comply with the Holder AML Obligations.

2.6 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 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 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 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 its 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.

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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 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.

2.7 Payment of Principal and Other Amounts; Principal and Interest Rights Preserved

(a) Interest on the Notes shall not accrue on the outstanding principal amount of the Notes. Interest Collections received by the Issuer will be credited to the Collection Account.

(b) Principal Collections and Interest Collections received by the Issuer will be credited to the Collection Account.  Principal Collections and Interest Collections that are received in a Quarterly Period will, at the election of the Collateral Manager acting on behalf of the Issuer, either be invested in Eligible Investments to be credited to the Collection Account pursuant to Section 10.2, or reinvested in Portfolio Assets that satisfy the requirements of Section 12.2. No payments of principal will be payable on any Class A Notes prior to their Stated Maturity except on a Redemption Date or upon the occurrence of an Enforcement Event.  

(c) All payments in respect of principal of the Notes will be made in accordance with the Priority of Payments and Article 13.

(d) Each recipient of any payment required hereunder or under any Note shall provide, prior to its first receiving any such payment and upon the reasonable request of Issuer, Trustee, or any Paying Agent, properly completed and signed applicable tax certifications (generally, in the case of U.S. Federal income tax, either (i) in the case of a United States Person, an Internal Revenue Service Form W-9 (or applicable successor form) or (ii) in the case of a Person that is not a United States Person, an applicable IRS Form W-8 (or, in each case, the applicable successor form)), any information requested pursuant to the Noteholder Reporting Obligations, or any other certification 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

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to pay, deduct or withhold from payments in respect of such Note or the Holder or beneficial owner of such Note under any present or future law or regulation of the Cayman Islands, the United States of America, 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.  The Issuer, Trustee, and any Paying Agent may deduct or withhold from any amounts payable pursuant to this Agreement or any Note any present or future Taxes required by applicable law, and the Issuer shall not be obligated to pay any additional amounts to the Holders, participants, or other beneficial owners of any interest in the Notes as a result of any deduction or withholding for or on account of any present or future Taxes.

(e) Payments in respect of principal of any Note shall be made by the Trustee, in Dollars to DTC or its nominee with respect to a Global Note and to the Holder or its nominee with respect to a Certificated Note, by wire transfer, as directed by the Holder, in immediately available funds to a Dollar account maintained by DTC or its nominee with respect to a Global Note, and to the Holder or its nominee with respect to a Certificated Note; provided that (1) in the case of a Certificated Note, 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 applicable Note Register.  Upon final payment due on the Maturity of a Note, 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 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, 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.  None of the Issuer, the Trustee, the Collateral Manager, and any Paying Agent will have any responsibility or liability for any aspects of the records maintained by DTC, Euroclear, Clearstream or any of the Agent Members 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 is to be made on any Note (other than on a Redemption Date or the Stated Maturity thereof), the Trustee, in the name and at the expense of the Issuer shall, not more than 30 nor less than 10 days 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 on the applicable Note Register a notice which shall specify the date on which such payment will be made, the amount of such payment per U.S.$1,000 aggregate principal amount of Notes and the place where Notes may be presented and surrendered for such payment.

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(f) Payments to Holders shall be made ratably in the proportion that the Aggregate Outstanding Amount of the Notes registered in the name of each such Holder on the applicable Record Date bears to the Aggregate Outstanding Amount of all Notes on such Record Date.

(g) Notwithstanding any other provision of this Indenture or any other document to which the Issuer may be party, the obligations of the Issuer under the Notes and this Indenture or any other document to which either the Issuer may be party are limited recourse obligations of the Issuer payable solely from the Collateral and following realization of the Collateral, 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, employee, shareholder or incorporator of the Issuer, the Collateral Manager or their respective Affiliates, successors or assigns for any amounts payable under the Notes or this Indenture.  It is understood that the foregoing provisions of this paragraph (g) shall not (i) prevent recourse to the Collateral available at such time in accordance with the Priority of Payments for the sums due or to become due under any security, instrument or agreement which is part of the Collateral; or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized.  It is further understood that the foregoing provisions of this paragraph (g) 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 Notes or this Indenture, 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.

(h) 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 principal (or other applicable amount) that were carried by such other Note.

(i) All reductions in the principal amount of a Note (or one or more predecessor Notes) effected by payments of instalments of principal made on any Payment Date or Redemption Date shall be binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note.

2.8 Persons Deemed Owners

The Issuer and the Trustee, and any agent of the Issuer or the Trustee shall treat as the owner of each Note (a) for the purpose of receiving payments on such Note (whether or not such Note is overdue), the Person in whose name such Note is registered on the applicable Note Register at the close of business on the applicable Record Date and (b)

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on any other date for all other purposes whatsoever (whether or not such Note is overdue), the Person in whose name such Note is then registered on the applicable Note Register, and none of the Issuer the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

2.9 Cancellation

All Notes surrendered for payment, registration of transfer, exchange, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Trustee and may not be reissued or resold.  No Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein under Section 2.6 or 2.7(e), or for registration of transfer, exchange or for replacement in connection with any Note mutilated, defaced or deemed lost or stolen.‬  Any such Notes shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee.  No Notes shall be authenticated or registered 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 Notes held by the Trustee shall be destroyed or held by the Trustee 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.

2.10 DTC Ceases to be Depository

(a) A 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 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 such event or (y) an Event of Default has occurred and is continuing and such transfer is requested by the Holder of such Global Note.

(b) 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 office located in the Borough of Manhattan, the City of New York 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 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 Global 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.

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(c) 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.

(d) In the event of the occurrence of either 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 Class A Notes in the form of Certificated Notes.

In the event that 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 5 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 and/or other forms of reasonable evidence of such ownership (including a certificate in the form of Exhibit C) and/or other forms of reasonable evidence of such ownership.

2.11 Non-Permitted Holders or Violation of ERISA Representations or Noteholder Reporting Obligations

(a) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any Note to a person that is not (i) a Qualified Institutional Buyer and (ii) a Qualified Purchaser (or an entity beneficially owned exclusively by Qualified Purchasers) and that is not made pursuant to an applicable exemption under the Securities Act and the Investment Company Act shall 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, the Trustee and the Note Registrar for all purposes.

(b) If (x) any person that is not permitted to acquire an interest in a Note or Notes (including in such form) pursuant to Section 2.11(a) shall become the beneficial owner of an interest in such Note or Notes or (y) any Holder of Notes shall fail to comply with the Noteholder Reporting Obligations (any such Person, a Non-Permitted Holder), the Issuer shall, promptly after discovery that such Person is a Non-Permitted Holder by the Issuer or the Trustee (and notice by the Trustee (if a Trust Officer of the Trustee obtains actual knowledge) to the Issuer if the Trustee makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest in the Notes held by such Person to a Person that is not a Non-Permitted Holder within 30 days after the date of such notice.  If such

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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 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 sell 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 or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is not a Non-Permitted Holder).  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 Section 2.11(b) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee, the Note Registrar or the Collateral Manager or any of their Affiliates 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.

(c) Any transfer of a beneficial interest in a Note to a Person who is a Benefit Plan Investor or acting on behalf of or using the assets of any Benefit Plan Investor to acquire such Note (any such Person, a Non-Permitted ERISA Holder) shall 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, the Trustee and the Note Registrar for all purposes.  

(d) If any Non-Permitted ERISA Holder shall become the beneficial owner of an interest in any Note, the Issuer shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge), if the Trustee makes the discovery and who 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 held by such Person to a Person that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Notes or an interest therein) within 20 days after the date of such notice.  If such Non-Permitted ERISA 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 ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder (and that is otherwise

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eligible to hold such Notes or an interest therein) on such terms as the Issuer may choose. The Issuer, or the Collateral Manager acting on behalf of the Issuer, may 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 sell 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 or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is not a Non-Permitted ERISA Holder).  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 ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA 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 ERISA Holder.  The terms and conditions of any sale under this Section 2.11(d) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee, the Note Registrar or the Collateral Manager or any of their Affiliates 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.

2.12 Tax Certification and Noteholder Reporting Obligations

(a) Each Holder, participant, and other beneficial owner of any interest in a Note, by acceptance of such Note or an interest in such Note, shall be deemed to understand and acknowledge that failure to provide the Issuer, the Trustee or any Paying Agent with the properly completed and signed applicable tax certifications or other documentation referred to in Section 2.7(d) or the failure to meet its Noteholder Reporting Obligations may result in withholding from payments in respect of such Note, including U.S. Federal withholding or back-up withholding.

(b)

(i) If a payment made to a Holder, participant, or other beneficial owner of any interest in a Note under this Indenture is subject to withholding tax imposed by FATCA, then such Person shall deliver to the Issuer (or its authorized agent), the Trustee and any Paying Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer (or its authorized agent), the Trustee or a Paying Agent, documentation necessary for the Issuer, Trustee or Paying Agent to determine their obligations under FATCA and shall update any such information or documentation provided upon learning that any such information or documentation previously provided has become obsolete or incorrect or is otherwise required; and

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(ii) If the Issuer may become subject to any reporting requirements under Cayman FATCA, then any Holder, participant, or other beneficial owner of any interest in a Note shall deliver to the Issuer (or its authorized agent), the Trustee and any Paying Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer (or its authorized agent), the Trustee or a Paying Agent, documentation necessary for the Issuer, Trustee or Paying Agent to determine their obligations under Cayman FATCA and shall update any such information or documentation provided upon learning that any such information or documentation previously provided has become obsolete or incorrect or is otherwise required (the foregoing requirements of this Section 2.12(b)(i) and (ii) the Holder AML Obligations, the Noteholder Reporting Obligations)

2.13 Additional Issuance of Notes

At the direction of the Collateral Manager, the Issuer may issue and sell, pursuant to a supplemental indenture issued in accordance with Section 8.2 and the other applicable provisions of Article 8, additional notes of any one or more new classes of notes that are fully subordinated to the existing Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Notes is then Outstanding) and/or additional Notes and use the proceeds to purchase additional Portfolio Assets or as otherwise permitted under this Indenture; provided that, in the case of additional issuances of notes of any one or more new classes of notes and/or additional Notes pursuant to this Indenture, the following conditions are met:  

(a) each Holder shall have provided its prior written consent to such issuance;

(b) the terms of each additional note issued must be substantially identical to the respective terms of previously issued notes (except that seniority of payments and certain consent or approval rights hereunder may differ among notes that are subordinated to the existing Notes);

(c) receipt by the Issuer and the Valuation Agent of an Opinion of Counsel that such issuance shall not cause the Issuer, the Sole Shareholder or the pool of Collateral to become an investment company required to be registered under the Investment Company Act;

(d) the proceeds of any additional notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Collections and used to purchase additional Portfolio Assets, to invest in Eligible Investments or to apply pursuant to the Priority of Payments;

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(e) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and the Valuation Agent to the effect that in the case of additional Notes, such issuance would not cause the Holders or beneficial owners of previously issued Notes to be deemed to have sold or exchanged such Notes under Section 1001 of the Code;

(f) any additional notes issued as described above will, to the extent reasonably practicable, be offered first to Holders of Notes in such amounts as are necessary to preserve their pro rata holdings of Notes; and

(g) an Officer’s certificate of the Issuer (or the Collateral Manager on the Issuer’s behalf) shall be delivered to the Trustee, certifying that all conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those set forth above, have been complied with.

3. Conditions Precedent

3.1 Conditions to Issuance of Notes on Closing Date

The Notes to be issued on the Closing Date may be registered in the names of the respective Holders thereof and may be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Order and upon receipt by the Trustee of the following:

(a) Officers' Certificate of the Issuer Regarding Limited Liability Company Matters.  An Officer's certificate of the Issuer dated as of the Signing Date (A) evidencing the authorization of the execution and delivery on behalf of the Issuer of (1) the Transaction Documents to which the Issuer is a party and (2) such related documents as may be required for the purpose of the transactions contemplated therein and (B) certifying that (1) the attached copy of the Authorizing Resolution and Constitutive Documents is, in each case, a true and complete copy thereof, (2) such authorizations have not been amended or rescinded and are in full force and effect on and as of the Signing Date, and (3) the Officers of the Issuer authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

(b) Officers' Certificate of the Sole Shareholder Regarding Corporate Matters.  An Officer's certificate of the Sole Shareholder dated as of the Signing Date (A) evidencing the authorization by Authorizing Resolution of the execution and delivery of (1) the Transaction Documents to which it is a party and (2) such related documents as may be required for the purpose of the transactions contemplated therein and (B) certifying that (1) the attached copy of the Authorizing Resolution and Constitutive Documents is in each case a true and complete copy thereof, (2) such resolutions have not been amended or rescinded and are in full force and effect on and as of the Signing Date, and (3) the Officers of the Sole Shareholder or its manager authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

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(c) Governmental Approvals.  From the Issuer either (A) a certificate of the Issuer, or other official document, evidencing the due authorization, approval or consent of any Governmental Authority or Governmental Authorities, 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 Authority is required for the valid issuance of the Notes or (B) an Opinion of Counsel of the Issuer that no such authorization, approval or consent of any Governmental Authority is required for the valid issuance of the Notes except as has been given.

(d) U.S. Counsel Opinions.  Opinion of Xxxxxx & Bird LLP, counsel to the Trustee and the Collateral Administrator, and Xxxx Xxxxxxxx LLP, counsel to the Issuer, Sole Shareholder and Collateral Manager, each dated the Signing Date, and in form and substance satisfactory to the Valuation Agent.

(e) Cayman Counsel Opinion.  An opinion of Xxxxxx and Xxxxxx, Cayman Islands counsel to the Issuer, dated the Signing Date, and in form and substance satisfactory to the Valuation Agent.

(f) Officers' Certificates of Issuer Regarding Indenture.  A certificate of the Issuer dated as of the Signing Date stating that, to the undersigned officer's knowledge, the Issuer is not in default under this Indenture and that the issuance of the Notes 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 all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes applied for by it have been complied with; and that all expenses due or accrued with respect to the issuance and sale of such Notes or relating to actions taken on or in connection with the Signing Date have been paid or reserves therefor have been made.  The Officer's certificate of the Issuer shall also state that all of its representations and warranties contained herein are true and correct as of the Signing Date in all material respects. The Officer’s Certificate shall also state that upon Grant by the Issuer, the Trustee has (or will have, upon the filing of the Financing Statement(s) contemplated in Section 7.5 of this Indenture and the execution and delivery of the Issuer Account Control Agreement) a first priority perfected security interest in the Portfolio Assets and other Collateral, except as permitted by this Indenture.

(g) Transaction Documents.  An executed counterpart of each Transaction Document.

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(h) Grant of Portfolio Assets.  The Grant with respect to the Collateral by the Issuer pursuant to the Granting Clauses of this Indenture of all of the Issuer's right, title and interest in and to the Portfolio Assets pledged to the Trustee for inclusion in the Collateral on the Signing Date shall be effective, and Delivery of such Collateral (including the promissory note(s) (if any and if applicable under the relevant Underlying Instruments) and all other Underlying Instruments related thereto to the extent received by the Issuer) as contemplated by Section 3.2 shall have been effected.

(i) Certificate of the Issuer Regarding Collateral.  A certificate of an Authorized Representative of the Issuer, dated as of the Closing Date, to the effect that:

(i) in the case of each Portfolio Asset pledged to the Trustee, on the Closing Date and immediately prior to the Delivery thereof on the Closing Date;

(A) the Issuer is the owner of each Portfolio Asset free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date, (ii) those Granted pursuant to this Indenture, and (iii) Permitted Liens;

(B) the Issuer has acquired its ownership in each Portfolio Asset in good faith without notice of any adverse claim, except as described in paragraph (A) above;

(C) the Issuer has not assigned, pledged or otherwise encumbered any interest in any such Portfolio Asset (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released or will be released on the Closing Date) other than interests Granted pursuant to this Indenture;

(D) the Issuer has full right to Grant a security interest in and assign and pledge each Portfolio Asset to the Trustee; and

(E) Annex A to the Master Participation and Assignment Agreement is a complete list of the Portfolio Assets as of the Closing Date and the information set forth with respect to such Portfolio Asset in such Annex A is correct;

(ii) each Portfolio Asset that the Collateral Manager on behalf of the Issuer purchased or committed to purchase on or prior to the Closing Date satisfies, or will upon its acquisition satisfy, the requirements of Section 12.2(a); and

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(iii) either (1) all Portfolio Asset Obligors on all Portfolio Assets have been (or, with respect to the Closing Date Participation Interests, will, upon their respective Elevation Dates, be) directed to make all payments under the relevant Underlying Instrument in respect of such Portfolio Asset directly to the Collection Account or (2) to the extent that the relevant Underlying Instrument relating to any Portfolio Asset provides that payments are distributed by an administrative agent, the relevant administrative agent has been notified to make payments directly to the Collection Account.

(j) Accounts.  Evidence of the establishment of each of the Accounts.

(k) Withholding Certificates.  From each Holder acquiring Notes on the Closing Date, either (A) a properly completed and duly executed Internal Revenue Service Form W-9 or (B) a properly completed and duly executed applicable Internal Revenue Service Form W-8, including if applicable, an IRS Form W-8IMY to which are attached forms described in clause (A) in respect of each beneficial owner of the Notes.

(l) Officers' Certificate of the Collateral Manager Regarding Corporate Matters. An Officer's certificate of the Collateral Manager dated as of the Signing Date (A) evidencing the authorization of the execution and delivery of (1) the Transaction Documents to which it is a party and (2) such related documents as may be required for the purpose of the transactions contemplated therein and (B) certifying that (1) the attached copy of the constitutive documents of the Collateral Manager is a true and complete copy thereof and is in full force and effect on and as of the Signing Date, and (2) the officers of the Collateral Manager authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

(m) Expense Account.  Receipt by the Trustee of $100,000 from the Sole Shareholder, as a capital contribution to the Issuer, deposited into the Expense Account for use pursuant to Section 10.3(c).

3.2 Custodianship; Delivery of Portfolio Assets and Eligible Investments

(a) The Issuer, shall deliver or cause to be delivered to a custodian appointed by the Issuer, which shall be a Securities Intermediary (the Custodian), all Collateral in accordance with the definition of "Deliver". Initially, the Custodian shall be the Bank.  Any successor custodian shall be a State or national bank or trust company that has capital and surplus of at least U.S.$200,000,000 acting as a Securities Intermediary.  The Trustee or the Custodian, as applicable, shall hold (i) all Portfolio Assets, Eligible Investments, Cash and other investments purchased in accordance with this Indenture and (ii) all other Collateral otherwise Delivered to the Trustee or the Custodian, as applicable, by or on behalf of the Issuer, in the relevant Account

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established and maintained pursuant to Article 10; as to which in each case the Trustee shall have entered into the Issuer Account Control Agreement (or an agreement substantially in the form thereof, in the case of a successor 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.

(b) Each time that the Collateral Manager on behalf of the Issuer directs or causes the acquisition of any Portfolio Asset, Eligible Investment or other investment, the Collateral Manager (on behalf of the Issuer) shall, if the Portfolio Asset or Eligible Investment is required to be, but has not already been, transferred to the relevant Account, cause the Portfolio Asset, Eligible Investment or other investment to be Delivered to the Custodian to be held in the Custodial Account, or in the case of any Eligible Investment, in the Account in which the funds used to purchase the investment are held in accordance with Article 10, 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 related Portfolio Asset or Eligible Investment so acquired, including all interests of the Issuer in to any contracts related to and proceeds of such Portfolio Asset or Eligible Investment.

3.3 Application of Proceeds of Issuance

The Issuer shall apply the proceeds of issuance and any subsequent funding of the Notes (a) for the purchase of Portfolio Assets, (b) to fund the Expense Account, pursuant to and in accordance with Section 10.3(c), and (c) to fund Eligible Investments.

4. Satisfaction And Discharge

4.1 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, (iv) the rights, obligations and immunities of the Trustee hereunder, (in the case of such obligations, insofar as they relate to obligations that survive pursuant to any of clauses (i) through (iii) above or clauses (v) through (vii) below), (v) the rights, obligations and immunities of the Collateral Manager hereunder and under the Collateral Management Agreement, (vi) the rights and immunities of the Collateral Administrator hereunder and under the Collateral Administration Agreement, and (vii) 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:

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(a) either:

(i) all Notes theretofore authenticated and delivered to Holders (other than (A) Notes which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6, (B) Notes for whose payment Cash has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 7.3, and (C) Notes in respect of which final payment has been made without presentation or surrender pursuant to Section 2.7(e)) have been delivered to the Trustee for cancellation;

(ii) all Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States of America; provided that the obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated "Aaa" by Xxxxx'x and "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, for principal to the date of such deposit (in the case of Notes which have become due and payable), or to their Stated Maturity, 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 or free of any adverse claim, as applicable, and shall have furnished an Opinion of Counsel with respect thereto; provided that this sub-section (ii) 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; or

(iii) following an election to act in accordance with the provisions of Section 5.5(a) that has been made and not rescinded, or following the liquidation of all Portfolio Assets at the direction of the Valuation Agent pursuant to Section 12.1(c), the Issuer shall have delivered to the Trustee an Officer's certificate stating that (i) there are no assets that remain subject to the Lien of this Indenture and (ii) all funds on deposit in the Accounts have been distributed in accordance with the terms of this Indenture (including Section 11.1) or the Issuer has otherwise irrevocably deposited or caused to be deposited such funds with the Trustee, in trust for such purpose, and shall have Granted to the Trustee a valid perfected security interest in such funds that is of first priority or free of any adverse claim, as applicable, and shall have furnished an Opinion of Counsel with respect thereto;

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(b) the Issuer has paid or caused to be paid all other sums then due and payable hereunder and the Transaction Documents (including any amounts then due and payable pursuant to the Collateral Administration Agreement and the Collateral Management Agreement) by the Issuer and no other amounts are scheduled to be due and payable by the Issuer;

(c) the Issuer has delivered to the Trustee Officers' 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; and

(d) the Issuer has delivered to the Trustee a certificate stating that (i) there is no Collateral that remains subject to the lien of this Indenture and (ii) all funds on deposit in the Accounts have been distributed in accordance with the terms of this Indenture (including the Priority of Payments) or have otherwise been irrevocably deposited in trust with the Trustee for such purpose.

Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Trustee and, if applicable, the Holders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.6, 6.7, 7.1 and 7.3 shall survive.

4.2 Application of Trust Cash

All Cash and obligations deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by it in accordance with the provisions of the Notes and this Indenture, including, without limitation, the Priority of Payments, to the payment of principal, 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 in trust for the benefit of the Secured Parties.

4.3 Repayment of Cash Held by Paying Agent

In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all Cash 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 Cash.

5. Remedies

5.1 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 Governmental Authority):

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(a)

the Issuer shall default in the payment of any principal or other amount owing under the Notes when due (whether at Stated Maturity, on a Redemption Date, by acceleration, upon mandatory redemption or otherwise) and such default shall continue for at least three Business Days after notice thereof to the Issuer by any Holder; provided that if: (x) such default results solely from an administrative error or omission by the Trustee or any Paying Agent, (y) funds were available to enable the Issuer to make the payment when due and (z) the Issuer (or the Collateral Manager on its behalf) provides written evidence sufficiently satisfactory to the Trustee and the Valuation Agent that such funds were available, then such default shall not constitute an Event of Default under this clause (a) unless such failure continues for a period of two Business Days after the Trustee receives written notice or a Trust Officer has actual knowledge of such administrative error or omission; or

(b) the failure:

(x) on any Payment Date to disburse amounts available in the Payment Account in accordance with the Priority of Payments and the continuation of such failure for a period of three Business Days; provided that if (i) such failure results solely from an administrative error or omission by the Trustee or any Paying Agent, (ii) funds were available to enable the Issuer to make the payment when due and (iii) the Issuer (or the Collateral Manager on its behalf) provides written evidence sufficiently satisfactory to the Trustee and the Valuation Agent that such funds were available, then such failure shall not constitute an Event of Default under this clause (b) unless such failure continues for a period of two Business Days after the Trustee receives written notice or a Trust Officer has actual knowledge of such administrative error or omission; or

(y) by the Sole Shareholder to make any required equity contribution or other amount owing to the Issuer, in each case, pursuant to the Issuer Sale and Contribution Agreement in accordance with the timing and the manner set out in the Issuer Sale and Contribution Agreement and the continuation of such failure for a period of two Business Days; or

(c) (i) any representation, warranty or certification made herein or pursuant hereto or in or pursuant to any Support Document (or in any modification or supplement hereto or thereto) by the Issuer or the Sole Shareholder shall prove to have been false or misleading as of the time made in any material respect or (ii) the Sole Shareholder shall breach any of its obligation described under Sections 3, 4, 5, 6, 7 or 8 of the Issuer Sale and Contribution Agreement; provided that,

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(A) no Event of Default under Section 5.1(c)(i) shall be constituted if the making of such false or misleading a representation, warranty or certification, as applicable, (other than a Deemed Material Representation) is (i) remediable, (ii) not the result of fraud or willful misconduct on the part of the Issuer or the Sole Shareholder, and (iii) remedied prior to the expiry of 30 calendar days after the Issuer becomes actually aware of such false or misleading representation, warranty or certification; and

(B) a false or misleading Deemed Material Representation shall be deemed to be false and misleading in all respects, whether or not it is irremediable, for the purposes of Section 5.1(c)(i); or

(d) (i) except as otherwise specified in this Section 5.1, the Issuer shall default in the performance of any of its other obligations hereunder or (ii) the Issuer or the Sole Shareholder shall default in the performance of any of its obligations under any Support Document (other than the Sole Shareholder's obligations under Section 2 of the Issuer Sale and Contribution Agreement), and in each case such default (other than a default under (x) Section 12.1(b)(i)(B) or (y) Section 12.2(a) (solely as a result of the criteria in subclause (x) of such Section 12.2(a))), shall continue for at least 30 days  after notice thereof to the Issuer or the Sole Shareholder by any Holder; or

(e) an Insolvency Event has occurred with respect to the Issuer or the Sole Shareholder; or

(f) the Issuer or the Sole Shareholder shall consolidate or amalgamate with, or merge with or into, or transfer all or substantially all its assets to, another Person and, at the time of such consolidation, amalgamation, merger or transfer:

(i) the resulting, surviving or transferee Person (if not the Issuer or the Sole Shareholder, as the case may be) shall fail to assume all the obligations of the Issuer or the Sole Shareholder, as applicable, under the Notes or any Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the Holders of all Notes then Outstanding;

(ii) the benefits of any Support Document shall fail to extend (without the unanimous consent of the Holders of all Notes then Outstanding) to the performance by such resulting, surviving or transferee Person of its obligations under such Support Document; or

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(iii) the creditworthiness of the resulting, surviving or transferee Person shall be materially weaker than that of the Issuer or the Sole Shareholder, as the case may be, immediately prior to such advance; or

(g) any Transaction Document shall cease to be in full force or effect, in each case other than in accordance with its terms, or the Issuer or the Sole Shareholder shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, any Transaction Document to which it is a party; or

(h) the Constitutive Documents of the Issuer shall be amended, supplemented or otherwise modified, or shall be terminated, without the consent of each Holder, except for any amendment, supplement or other modification that could not reasonably be expected to have a Material Adverse Effect; or

(i) any of the Issuer, the Sole Shareholder or the pool of Collateral becomes an investment company required to be registered under the Investment Company Act; provided that the foregoing shall not be interpreted to include the Sole Shareholder's status as a closed-end investment company subject to regulation as a "business development company" within the meaning of the Investment Company Act; or

(j) any default, event of default or other similar condition or event (however described) in respect of Sole Shareholder under any obligation for the payment of Indebtedness of the Sole Shareholder under any agreement or instrument in an amount greater than U.S.$10,000,000 has resulted in such Indebtedness becoming, or becoming capable at such time of being declared, due and payable under, such agreement or instrument (including as a result of the early termination thereof), before it would otherwise have been due and payable; or

(k) an "Event of Default" or "Accelerated Termination Event” occurs and is continuing under the Global Master Repurchase Agreement with respect to which, in the case of an "Event of Default", the Sole Shareholder is the "Defaulting Party" (as each such term is defined therein) and an “Early Termination Date” or early “Repurchase Date” (as applicable, as each such term is defined therein) has been designated or has occurred with respect to all outstanding Transactions thereunder; or

(l) any withdrawal (other than a withdrawal of a Zero Value Portfolio Asset) is made from the Collection Account or Custodial Account by the Sole Shareholder that does not satisfy the Withdrawal Conditions.

Upon obtaining knowledge of the occurrence of an Event of Default (which, in the case of an event described in clause (k), will be obtained by receipt of notice from UBS, in its capacity as party to the Global Master Repurchase Agreement, that such event has occurred), each of (i) the Issuer and (ii) the Trustee shall notify each other and the Valuation Agent.  Upon the occurrence of an Event of Default known or made known

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pursuant to the foregoing to a Trust Officer of the Trustee, the Trustee shall, not later than three Business Days thereafter, notify the Holders (as their names appear on the Note Registers), each Paying Agent and DTC of such Event of Default in writing (unless such Event of Default has been waived as provided in Section 5.14).

5.2 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(e)), the Trustee may, and shall (upon the written direction of the Majority Noteholders), by notice to the Issuer, declare the principal of all Notes to be immediately due and payable, and upon any such declaration such principal, together with all other amounts payable hereunder, shall become immediately due and payable.  If an Event of Default specified in Section 5.1(e) occurs, such accelerations shall automatically occur without any declaration or other act on the part of the Trustee or any Holder.

(b) At any time after such a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the Cash due has been obtained by the Trustee as hereinafter provided in this Article 5, such declaration may not be rescinded except by the Majority Noteholders.

No such rescission shall affect any subsequent Default or impair any right consequent thereon.

5.3 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 any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest upon the overdue principal, which shall accrue at a rate equal to the Federal Funds (Effective Rate) plus 2%, 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 upon direction of the Majority Noteholders, 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 the Sole Shareholder, acting on behalf of the Issuer with respect to its rights under the Issuer Sale and Contribution Agreement, and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral.

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If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, 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 Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture 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.

Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law 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 the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note 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 owing and unpaid in respect of the Notes upon direction by the Majority Noteholders 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 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 Holders allowed in any Proceedings relative to the Issuer or the Sole Shareholder or to the creditors or property of the Issuer or the Sole Shareholder;

(b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders upon the direction of the Majority Noteholders, 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 Cash or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders 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 Holders to make payments to the Trustee, and, in the event that

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the Trustee shall consent to the making of payments directly to the Holders 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 Holders, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holders, 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 Notes (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 Notes.

Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

5.4 Remedies

(a) If an Event of Default shall have occurred and be continuing, and the Notes have been declared or have become due and payable (an Acceleration Event) and such Acceleration Event 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 upon written direction of the Majority Noteholders, to the extent permitted by applicable law, exercise one or more of the following rights, privileges and remedies:

(i) with respect to each Portfolio Asset, the Trustee (at the direction of the Majority Noteholders) may direct each Portfolio Asset Obligor thereon under the relevant Underlying Instrument to pay all amounts payable under such Underlying Instrument to (or to the order of) the Trustee in satisfaction of all payment obligations thereunder;

(ii) in its name or in the name of the Issuer or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for the Portfolio Assets and other Collateral but shall be under no obligation to do so;

(iii) set-off any amounts payable by the Issuer with respect to any obligations against any Collateral in the form of Cash;

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(iv) institute Proceedings for the collection of all amounts then payable on the Notes or otherwise payable under this Indenture, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Portfolio Assets and other Collateral any Cash adjudged due;

(v) sell or cause the sale of all or a portion of the Portfolio Assets and other Collateral 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;

(vi) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Portfolio Assets and other Collateral;

(vii) 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 Notes hereunder (including exercising all rights of the Trustee under any Support Document); and

(viii) 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 Collateral 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 of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense) in structuring and distributing securities similar to the Notes, which may be the Valuation 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 Collateral to make the required payments of principal of the Notes which opinion shall be conclusive evidence as to such feasibility or sufficiency.

(b) If an Event of Default as described in Section 5.1(d) hereof shall have occurred and be continuing the Trustee shall be entitled, and at the direction of the Majority Noteholders shall, institute (or cause the Issuer to institute, in which case the Issuer shall comply with any instruction of the Trustee with respect to such Proceeding) 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.

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(c) Upon any sale, whether made under the power of sale hereby given or by virtue of judicial Proceedings, (i) any Secured Party may bid for and purchase the Collateral 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 and (ii) the receipt of Cash by 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, 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 Notes, 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.

(d) Notwithstanding any other provision of this Indenture, none of the Trustee, the Secured Parties or the Holders may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the payment in full of all Notes and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request of the Issuer, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under Cayman Islands, U.S. Federal or State bankruptcy or similar laws of any jurisdiction.  Nothing in this Section 5.4 shall preclude, or be deemed to estop, the Trustee, any Secured Party or any Holder (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, such Secured Party or such Holder, respectively, or (ii) from commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceeding.

5.5 Optional Preservation of Collateral

(a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein, if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Article 12 unless either:

(i) (A) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after

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deducting the 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 Class A Notes for principal, and all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or

(ii) the Majority Noteholders direct the sale and liquidation of the Collateral.

The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Collateral Manager.  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) or (ii) exist.

(b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) 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 Collateral securing the Notes if prohibited by applicable law.

(c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price of each Portfolio Asset.  In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral 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 of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense).

The Trustee shall deliver to the Holders 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 the Majority Noteholders at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i).

(d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event of any conflicting notice or instruction delivered to the

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Trustee pursuant to Section 12.1(c) and pursuant to this Section 5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c).  The Trustee shall not have any liability for any failure or delay in enforcing rights or remedies at the direction of, or on behalf of, the Valuation Agent as a result of this clause (d).

5.6 Trustee May Enforce Claims Without Possession of Notes

All rights of action and claims under this Indenture or under any of the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes 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.

5.7 Application of Cash Collected

Any Cash collected by the Trustee with respect to the Notes pursuant to this Article 5 and any Cash that may then be held or thereafter received by the Trustee with respect to the Notes hereunder shall be applied, in accordance with the provisions of Section 11.1(a)(ii), at the date or dates fixed by the Trustee (each such date to occur on a Payment Date). Upon the final distribution of all proceeds of any liquidation effected hereunder, the provisions of Section 4.1(b) shall be deemed satisfied for the purposes of discharging this Indenture pursuant to Article 4.

5.8 Limitation on Suits

No Holder of any Note 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 Majority Noteholders 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 Trustee against the costs, expenses (including reasonable attorneys' fees and expenses) and liabilities to be incurred 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

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(d) no direction inconsistent with such written request has been given to the Trustee during such 30-day period by the Majority Noteholders; it being understood and intended that no one or more Holders of Notes 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 or to obtain or to seek to obtain priority or preference over any other Holders 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 subject to and in accordance with the Priority of Payments.

5.9 Unconditional Rights of Holders to Receive Principal

Subject to Section 2.7(g), but notwithstanding any other provision of this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of such Note, as such principal and other amounts become due and payable in accordance with the Priority of Payments, as the case may be, and, subject to the provisions of Section 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.

5.10 Restoration of Rights and Remedies

If the Trustee or any Holder 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 Holder, then and in every such case the Issuer, the Trustee and the Holder 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 Trustee and the Holder shall continue as though no such Proceeding had been instituted.

5.11 Rights and Remedies Cumulative

No right or remedy herein conferred upon or reserved to the Trustee or to the Holders 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 (to the extent not otherwise limited by this Indenture).  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.

5.12 Delay or Omission Not Waiver

No delay or omission of the Trustee or any Holder of Notes 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 5 or by law to the Trustee or to the Holders of the Notes may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of the Notes.

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5.13 Control by Majority Noteholders

Notwithstanding any other provision of this Indenture, the Majority Noteholders 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 other trust or power conferred upon the Trustee; 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 sub-Section (c) below);

(c) the Trustee shall have been provided with indemnity reasonably satisfactory to it; and

(d) notwithstanding the foregoing, any direction to the Trustee to undertake a Sale of the Collateral must satisfy the requirements of Section 5.5.

5.14 Waiver of Past Defaults

Prior to the time a judgment or decree for payment of the Cash due has been obtained by the Trustee, as provided in this Article 5, Majority Noteholders may waive any past Event of Default or any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default and its consequences.

In the case of any such waiver, the Issuer, the Trustee and the Holders of the Notes 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 give written notice of any such waiver to 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, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

5.15 Undertaking for Costs

All parties to this Indenture agree, and each Holder of any Note by such Holder'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

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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 and documented attorneys' fees of external counsel, 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 Holder, or group of Holders, holding in the aggregate more than 10% in Aggregate Outstanding Amount of the Notes, or to any suit instituted by any Holder for the enforcement of the payment of the principal of any Note on or after the applicable Stated Maturity (or, in the case of redemption pursuant to Article 9, on or after the applicable Redemption Date).

5.16 Waiver of Stay or Extension Laws

The Issuer covenants (to the extent that it may lawfully do so) that it will 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 it may lawfully do so) hereby expressly waives all benefit or advantage of any such law or rights, and covenant that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted or rights created.

5.17 Sale of Collateral

(a) The power to effect any sale or other disposition (a Sale) of any portion of the Collateral pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts secured by the Collateral shall have been paid.  The Trustee may upon notice to the Holders, and shall, upon direction of the Majority Noteholders, 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 incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7.

(b) The Trustee, the Collateral Manager or any of the Collateral Manager's Affiliates may bid for and acquire any portion of the Collateral in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Notes in the case of the Collateral or other amounts secured by the Collateral, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee, the Collateral Manager or an Affiliate of the Collateral Manager, as the case may be, in connection with such Sale notwithstanding the provisions

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of Section 6.7 hereof.  The Notes 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 Notes.  The Trustee and the Collateral Manager may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture and the Collateral Management Agreement, respectively.

(c) If any portion of the Collateral 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 the Majority Noteholders, 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.

(d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof (in each case, without any recourse, representation or warranty by the Trustee).  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 Collateral 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 Cash.

5.18 Action on the Notes

The Trustee's right to seek and recover judgment on the Notes 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 Holders 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 Collateral or upon any of the assets of the Issuer.

6. The Trustee

6.1 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 in this Indenture or other Transaction Documents to which it is a party, and no implied covenants or obligations shall be read into this Indenture or such other Transaction Documents against the Trustee; and

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(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 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 Holders.

(b) 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 the Majority Noteholders, 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.

(c) 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 (c) 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, the Valuation Agent or the Collateral Manager in accordance with this Indenture and/or the Majority Noteholders (or such other percentage as may be required 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;

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(iv) no provision of this Indenture or any other Transaction Document shall require the Trustee to expend or risk its own funds or otherwise incur any financial 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 (if the amount of such funds or risk or liability is reasonably expected not to exceed the amount available for payment to the Trustee pursuant to Section 6.7(a) on the immediately succeeding Payment Date, the Trustee shall be deemed to be reasonably assured of such repayment) unless such risk or liability relates to the performance of its ordinary services, including mailing of notices under Article 5, 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.

(d) For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Event of Default described in Sections 5.1(c), 5.1(d), 5.1(e), 5.1(f), 5.1(g), 5.1(h), 5.1(i), 5.1(j), 5.1(k) or 5.1(l) 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 Notes generally, the Issuer, the Collateral or this Indenture.  For purposes of determining the Trustee's responsibility and liability hereunder, whenever reference is made in this Indenture 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.

(e) Upon the Trustee receiving written notice from the Collateral Manager that an event constituting "Cause" as defined in the Collateral Management Agreement has occurred, the Trustee shall, not later than one Business Day thereafter, notify the Holders (as their names appear in the Note Registers).

(f) Whether or not therein expressly so provided, every provision of this Indenture and each other Transaction Document to which the Trustee is a party 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.

(g) The Trustee shall have no duty to (A) monitor or verify whether (i) any Holder (or beneficial owner) is a Section 13 Banking Entity or (ii) the Withdrawal Conditions are satisfied or (B) determine or verify (i) amounts owing under the Global Master Repurchase Agreement or (ii) whether any Portfolio Asset is a Zero Value Portfolio Asset.

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6.2 Notice of Default

Promptly (and in no event later than three Business Days) after the occurrence of any 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 transmit by mail to the Issuer, Collateral Manager, and all Holders of Notes, as their names and addresses appear on the Note Registers, notice of all Defaults hereunder known to the Trustee, unless such Default shall have been cured or waived.

6.3 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 or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(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 of fact 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 (ii) be required to determine the value of any Collateral 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, investment bankers or other Persons qualified to provide the information required to make such determination, including nationally recognized dealers in securities of the type being valued and securities quotation services;

(d) as a condition to the taking or omitting of any action by it hereunder or other Transaction Document to which it is a party, 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 or thereunder 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 or any other Transaction Document 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 attorneys' fees and expenses) and liabilities which might reasonably be incurred by it in compliance with such request or direction;

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(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 or document, but the Trustee, in its discretion, may, and upon the written direction of Holders of at least 25% of the Outstanding Notes shall, 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 Notes and the Collateral, personally or by agent or attorney, during the Issuer' or the Collateral Manager's normal business hours, not more than once each calendar year (unless an Event of Default has occurred and is continuing); 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 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 any other Transaction Documents or perform any duties hereunder or thereunder 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 non-Affiliated agent appointed, or non-Affiliated attorney appointed, with due care by it hereunder;

(h) Subject to Section 6.1(b), 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;

(i) nothing herein or under any other Transaction Document shall be construed to impose an obligation on the part of the Trustee to 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); provided that nothing in this clause (i) shall supersede or modify the responsibilities and duties of the Collateral Administrator under the Collateral Administration Agreement;

(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 of America) (GAAP), the Trustee shall be entitled to request and receive (and rely upon) instruction from the Issuer or, in the absence of its receipt of timely instruction therefrom, shall be entitled to obtain instruction from an Independent accountant at the expense of the Issuer, as to the application of GAAP in such connection, in any instance;

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(k) the Trustee shall not be liable for the actions or omissions of, or inaccuracies in the records of, the Collateral Manager, the Valuation Agent, the Issuer, any Paying Agent (other than the Trustee), DTC, Euroclear, Clearstream or any other clearing agency or depository 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 of the Collateral Management Agreement, by the Sole Shareholder with the terms of the Issuer Sale and Contribution Agreement, by the Valuation Agent of the terms of this Indenture, or by the MPA Counterparty with the terms of a Master Participation Agreement, or to verify or independently determine the accuracy of information received by the Trustee from the Collateral Manager or the Valuation Agent (or from any selling institution, agent bank, trustee or similar source) with respect to the Collateral;

(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, neither the Trustee nor  the Custodian 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 Collateral, 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 Instrument, in each case, in order to determine compliance with applicable requirements of and restrictions on transfer in respect of such Collateral;

(m) in the event the Bank is also acting in the capacity of Paying Agent, Note Registrar, Transfer Agent, Collateral Administrator or Custodian, the rights, protections, benefits, immunities and indemnities afforded to the Trustee pursuant to this Article 6 shall also be afforded to the Bank acting in such capacities; 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 Issuer Account Control Agreement or any other documents to which the Bank in such capacity is a party;

(n) any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture or other Transaction Documents shall not be construed as a duty;

(o) to the extent permitted by applicable law, 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 (including, without limitation, any of the matters set forth in Section 12.1(a)(i)) unless a Trust Officer has actual knowledge thereof or unless written notice

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thereof is received by the Trustee at the Corporate Trust Office and such notice references the Notes generally, the Issuer or this Indenture.  Whenever reference is made in this Indenture 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;

(q) the Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control;

(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 articles of incorporation, an offering memorandum, or other identifying documents to be provided.  In accordance with the U.S. Unlawful Internet Gambling Act (the Gambling Act), the Issuer may not use the Accounts or other facilities of the Bank in the United States to process "restricted transactions" as such term is defined in U.S. 31 CFR Section 132.2(y). Therefore, neither the Issuer nor any Person who has an ownership interest in or control over the Accounts may use it to process or facilitate payments for prohibited internet gambling transactions. For more information about the Gambling Act, including the types of transactions that are prohibited, please refer to the following link: XXXX://XXX.XXXXXXXXXXXXXX.XXX/XXXXXXXXXX/XXXXX/XXXXX/00000000X.XXX;

(s) the rights, protections, benefits, immunities and indemnities afforded to the Trustee pursuant to this Indenture and the rights of the Trustee under Section 6.3, 6.4 and 6.5 also shall be afforded to the Collateral Administrator and the Custodian, provided that such rights, protections, benefits, immunities and indemnities shall be in addition to any rights, protections, benefits, immunities and indemnities provided in the Collateral Administration Agreement or the Issuer Account Control Agreement, as applicable;

(t) 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 person 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;

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(u) 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;

(v) 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;

(w) the Trustee is hereby authorized and directed to execute in its capacity as Trustee and deliver in the form presented to it all Transaction Documents to which it is a party, as Trustee; and

(x) the Trustee shall not have any obligation to determine: (i) if a Portfolio Asset meets the criteria or eligibility restrictions imposed by the Indenture or other Transaction Documents, (ii) if a Master Participation Agreement or a Participation Interest meets the criteria or eligibility restrictions imposed by the Indenture or (iii) whether the conditions specified in the definition of "Deliver" have been complied with.

6.4 Not Responsible for Recitals or Issuance of Notes

The recitals contained herein and in the Notes, 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 Collateral or the Notes.  The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or any Cash paid to the Issuer pursuant to the provisions hereof.

6.5 May Hold Notes

The Trustee, any Paying Agent, Note Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes 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, Note Registrar or such other agent.

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6.6 Cash Held in Trust

Cash held by the Trustee hereunder shall be held in trust to the extent required herein.  The Trustee shall be under no liability for interest on any Cash 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.

6.7 Compensation and Reimbursement

(a) Subject to Section 6.7(b) below, the Issuer agrees:

(i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee letter, for all services rendered by it hereunder and under the other Transaction Documents (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 in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee 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 or 6.3(c) 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 Quarterly 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 and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorney’s fees and expenses of counsel) incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending themselves (including reasonable attorney's fees and costs) against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder and under any other Transaction Document; and

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(iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.13 hereof.

(b) 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 Section 10.3(c) and Section 11.1, and the Issuer Sale and Contribution Agreement, and only to the extent that funds are available for the payment thereof.  Subject to Section 6.9, the Trustee shall 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 Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture.  If on any date when a fee or expense shall be payable to the Trustee pursuant to this Indenture insufficient funds are available for the payment thereof, any portion of a fee not so paid shall be deferred and payable on such later date on which a fee shall be payable and sufficient funds are available therefor.

(c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer 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 Notes (and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request of the Issuer) issued under this Indenture.

(d) The Issuer's payment obligations to the Trustee under this Section 6.7 shall be secured by the lien of this Indenture, and shall survive the discharge of this Indenture and the resignation or removal of the Trustee.  When the Trustee incurs expenses after the occurrence of a Default or an Event of Default under Section 5.1(e), the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or similar law.

6.8 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 of America 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 rating of at least "Baa1" (or then equivalent grade) by Moody's and at least "BBB+" (or then equivalent grade) by S&P and having an office within the United States of America.  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

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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 6.

6.9 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 6 shall become effective until the acceptance of appointment by the successor Trustee under Section 6.10.

(b) The Trustee may resign at any time by giving not less than 30 days' written notice thereof to the Issuer, the Collateral Manager, and the Holders of the Notes.  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 Authorized Representative 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 each Holder and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the written consent of each Holder or, at any time when an Event of Default shall have occurred and be continuing, by an Act of the Majority Noteholders.  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 30 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.

(c) The Trustee may be removed at any time by an Act of Holders of 100% of the Aggregate Outstanding Amount of Notes delivered to the Trustee and to the Issuer.

(d) 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;

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then, in any such case (subject to Section 6.9(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 Trustee.

(e) 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, provided that any such appointment shall be subject to the prior consent of each Holder.  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 Holders of 100% of the Aggregate Outstanding Amount of Notes 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 Holders of 100% of the Aggregate Outstanding Amount of Notes and shall have accepted appointment in the manner hereinafter provided, 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 appointment of a successor Trustee.

(f) The Issuer shall give prompt notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first class mail, postage prepaid, to the Collateral Manager, the Holders of the Notes as their names and addresses appear in the Note Registers.  Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.  If the Issuer fail to mail 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.

(g) If the Bank shall resign or be removed as Trustee, the Bank shall also resign or be removed as Custodian, Paying Agent, Note Registrar and any other capacity in which the Bank is then acting pursuant to this Indenture or any other Transaction Document.

6.10 Acceptance of Appointment by Successor

Every successor Trustee appointed hereunder shall meet the requirements of Section 6.8 and shall execute, acknowledge and deliver to the Issuer and the retiring Trustee an instrument accepting such appointment.  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

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Issuer or the Majority Noteholders 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 all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and Cash 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.

6.11 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 6, 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 deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

6.12 Co-Trustees

At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Collateral 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, jointly with the Trustee, of all or any part of the Collateral, 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 as Administrative Expenses, to the extent funds are available therefor under the Priority of Payments, for any reasonable fees and expenses in connection with such appointment.

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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, Cash 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;

(e) the Trustee shall not be liable by reason of any act or omission of a co-trustee; and

(f) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each co-trustee.

6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds

In the event that the Collateral Administrator provides the Trustee with notice that a payment with respect to any item of Collateral has not been received 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 Trustee has received notice from the Collateral Manager that it is taking action in respect of such payment, the Trustee shall request the issuer of or obligor on such item of Collateral, the trustee under the related Underlying Instrument or the paying agent designated by either of them, as the case may be, to make such payment as soon as practicable after such request but in no event later than three Business Days after the date of such request, to the extent doing so would not violate any relevant insolvency or other applicable law.  In the event that such payment is not made within such time

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period, the Trustee, subject to the provisions of clause (iv)