Exhibit 10.1


 


EXECUTION VERSION


 





 






 


INDENTURE


 


by and between


 


GOLUB
CAPITAL BDC CLO III LLC,

Issuer


 


and


 


U.S. BANK NATIONAL ASSOCIATION,

Trustee


 


Dated as of November 16, 2018


 


 



 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I         Definitions	2
	 	 	 
	Section 1.1	Definitions	2
	Section 1.2	Usage of Terms	76
	Section 1.3	Assumptions as to Assets	76
	 	 	 
	ARTICLE II         The Notes	79
	 	 	 
	Section 2.1	Forms Generally	79
	Section 2.2	Forms of Notes	79
	Section 2.3	Authorized Amount; Stated Maturity; Denominations	81
	Section 2.4	Execution, Authentication, Delivery and Dating	82
	Section 2.5	Registration, Registration of Transfer and Exchange	83
	Section 2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note	94
	Section 2.7	Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved	95
	Section 2.8	Persons Deemed Owners	99
	Section 2.9	Cancellation	99
	Section 2.10	DTC Ceases to be Depository	99
	Section 2.11	Non-Permitted Holders	100
	Section 2.12	Treatment and Tax Certification	102
	Section 2.13	Additional Issuance	106
	 	 	 
	ARTICLE III         Conditions Precedent	107
	 	 	 
	Section 3.1	Conditions to Issuance of Notes on Closing Date	107
	Section 3.2	Conditions to Additional Issuance	111
	Section 3.3	Custodianship; Delivery of Collateral Obligations and Eligible Investments	113
	 	 	 
	ARTICLE IV         Satisfaction And Discharge	114
	 	 	 
	Section 4.1	Satisfaction and Discharge of Indenture	114
	Section 4.2	Application of Trust Money	115
	Section 4.3	Repayment of Monies Held by Paying Agent	115
	Section 4.4	Liquidation of Assets	115
	 	 	 
	ARTICLE V        Remedies	116
	 	 	 
	Section 5.1	Events of Default	116
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	118
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	119
	Section 5.4	Remedies	121
	Section 5.5	Optional Preservation of Assets	123
	Section 5.6	Trustee May Enforce Claims Without Possession of Notes	125
	Section 5.7	Application of Money Collected	125
	Section 5.8	Limitation on Suits	125


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 5.9	Unconditional Rights of Secured Noteholders to Receive Principal and Interest	126
	Section 5.10	Restoration of Rights and Remedies	126
	Section 5.11	Rights and Remedies Cumulative	126
	Section 5.12	Delay or Omission Not Waiver	126
	Section 5.13	Control by Supermajority of Controlling Class	127
	Section 5.14	Waiver of Past Defaults	127
	Section 5.15	Undertaking for Costs	128
	Section 5.16	Waiver of Stay or Extension Laws	128
	Section 5.17	Sale of Assets	128
	Section 5.18	Action on the Notes	129
	 	 	 
	ARTICLE VI        The Trustee	129
	 	 	 
	Section 6.1	Certain Duties and Responsibilities	129
	Section 6.2	Notice of Event of Default	131
	Section 6.3	Certain Rights of Trustee	131
	Section 6.4	Not Responsible for Recitals or Issuance of Notes	135
	Section 6.5	May Hold Notes	135
	Section 6.6	Money Held in Trust	136
	Section 6.7	Compensation and Reimbursement	136
	Section 6.8	Corporate Trustee Required; Eligibility	137
	Section 6.9	Resignation and Removal; Appointment of Successor	137
	Section 6.10	Acceptance of Appointment by Successor	139
	Section 6.11	Merger, Conversion, Consolidation or Succession to Business of Trustee	139
	Section 6.12	Co-Trustees	139
	Section 6.13	Certain Duties of Trustee Related to Delayed Payment of Proceeds	141
	Section 6.14	Authenticating Agents	141
	Section 6.15	Withholding	142
	Section 6.16	Representative for Secured Noteholders only; Agent for each other Secured Party and the Holders of the Subordinated Notes	142
	Section 6.17	Representations and Warranties of the Bank	142
	 	 	 
	ARTICLE VII        Covenants	143
	 	 	 
	Section 7.1	Payment of Principal and Interest	143
	Section 7.2	Maintenance of Office or Agency	143
	Section 7.3	Money for Note Payments to be Held in Trust	144
	Section 7.4	Existence of Issuer	146
	Section 7.5	Protection of Assets	146
	Section 7.6	Opinions as to Assets	148
	Section 7.7	Performance of Obligations	148
	Section 7.8	Negative Covenants	148


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 7.9	Statement as to Compliance	150
	Section 7.10	Issuer May Consolidate, etc., Only on Certain Terms	150
	Section 7.11	Successor Substituted	152
	Section 7.12	No Other Business	152
	Section 7.13	[Reserved].	152
	Section 7.14	Annual Rating Review	152
	Section 7.15	Reporting	153
	Section 7.16	Calculation Agent	153
	Section 7.17	Certain Tax Matters	154
	Section 7.18	Effective Date; Purchase of Additional Collateral Obligations	159
	Section 7.19	Representations Relating to Security Interests in the Assets	162
	 	 	
	ARTICLE VIII     Supplemental Indentures	165
	 	 	
	Section 8.1	Supplemental Indentures Without Consent of Holders of Notes	165
	Section 8.2	Supplemental Indentures With Consent of Holders of Notes	169
	Section 8.3	Execution of Supplemental Indentures	170
	Section 8.4	Effect of Supplemental Indentures	173
	Section 8.5	Reference in Notes to Supplemental Indentures	173
	Section 8.6	Hedge Agreements	174
	 	 	 
	ARTICLE IX        Redemption Of Notes	174
	 	 	 
	Section 9.1	Mandatory Redemption	174
	Section 9.2	Optional Redemption	174
	Section 9.3	Tax Redemption	178
	Section 9.4	Redemption Procedures	179
	Section 9.5	Notes Payable on Redemption Date	181
	Section 9.6	Special Redemption	181
	Section 9.7	Issuer Purchases of Secured Notes	182
	Section 9.8	Optional Re-Pricing	184
	Section 9.9	Clean-Up Call Redemption	186
	 	 	 
	ARTICLE X        Accounts, Accountings And Releases	188
	 	 	 
	Section 10.1	Collection of Money	188
	Section 10.2	Collection Account	188
	Section 10.3	Transaction Accounts.	191
	Section 10.4	The Revolver Funding Account	193
	Section 10.5	Ownership of the Accounts	194
	Section 10.6	Reinvestment of Funds in Accounts; Reports by Trustee	195
	Section 10.7	Accountings	196
	Section 10.8	Release of Assets	204
	Section 10.9	Reports by Independent Accountants	205
	Section 10.10	Reports to the Rating Agencies and Additional Recipients	207


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 10.11	Procedures Relating to the Establishment of Accounts Controlled by the Trustee	207
	Section 10.12	Section 3(c)(7) Procedures	207
	Section 10.13	No Further Reporting Following the Redemption of the Secured Notes	210
	 	 	 
	ARTICLE XI         Application Of Monies	211
	 	 	 
	Section 11.1	Disbursements of Monies from Payment Account	211
	 	 	 
	ARTICLE XII         SALE OF COLLATERAL OBLIGATIONS;  PURCHASE OF ADDITIONAL COLLATERAL OBLIGATIONS	218
	 	 	 
	Section 12.1	Sales of Collateral Obligations	218
	Section 12.2	Purchase of Additional Collateral Obligations	221
	Section 12.3	Conditions Applicable to All Sale and Purchase Transactions	225
	 	 	 
	ARTICLE XIII         Noteholders’ Relations	226
	 	 	 
	Section 13.1	Subordination	226
	Section 13.2	Standard of Conduct	227
	 	 	 
	ARTICLE XIV         MISCELLANEOUS	227
	 	 	 
	Section 14.1	Form of Documents Delivered to Trustee	227
	Section 14.2	Acts of Holders	228
	Section 14.3	Notices, etc., to Trustee, the Issuer, the Collateral Manager, the Initial Purchaser, the Collateral Administrator, the Paying Agent and each Rating Agency	229
	Section 14.4	Notices to Holders; Waiver	231
	Section 14.5	Effect of Headings and Table of Contents	232
	Section 14.6	Successors and Assigns	232
	Section 14.7	Severability	232
	Section 14.8	Benefits of Indenture	232
	Section 14.9	Legal Holidays	232
	Section 14.10	Governing Law	232
	Section 14.11	Submission to Jurisdiction	232
	Section 14.12	Waiver of Jury Trial	233
	Section 14.13	Counterparts	233
	Section 14.14	Acts of Issuer	233
	Section 14.15	Confidential Information	234
	Section 14.16	Liability of Issuer	235
	Section 14.17	Notices to S&P; Rule 17g-5 Procedures	235
	Section 14.18	Proceedings	238
	 	 	 
	ARTICLE XV         Assignment Of Certain Agreements	238
	 	 	 
	Section 15.1	Assignment of Collateral Management Agreement	238


 




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Schedules and Exhibits


 


	Schedule 1  	List of Collateral Obligations
	Schedule 2  	S&P Industry Classifications
	Schedule 3 	Moody’s Rating Definitions
	Schedule 4 	S&P Recovery Rate Tables
	Schedule 5  	[Reserved]
	Schedule 6 	Diversity Score Calculation
	Schedule 7	Fitch Rating Definitions
	Schedule 8	S&P Region Diversity Table
	 	 
	Exhibit A	Forms of Notes
	A-1	Form of Global Secured Note
	A-2	Form of Rule 144A Global Subordinated Note
	A-3	Form of Certificated Secured Note
	A-4	Form of Certificated Subordinated Note
	 	 
	Exhibit B	Forms of Transfer and Exchange Certificates
	B-1	Form of Transferor Certificate for Transfer of Rule 144A Global Secured Note or Certificated Secured Note to Regulation S Global Secured Note
	B-2	Form of Purchaser Representation Letter for Certificated Secured Notes
	B-3	Form of Transferor Certificate for Transfer of Regulation S Global Secured Note or Certificated Secured Note to Rule 144A Global Secured Note
	B-4	Form of Purchaser Representation Letter for Certificated Subordinated Notes
	B-5	Form of Subordinated Note ERISA Certificate
	B-6	Form of Transferee Certificate of Rule 144A Global Secured Note
	B-7	Form of Transferee Certificate of Temporary Regulation S Global Secured Note or Regulation S Global Secured Note
	B-8	Form of Transferor Certificate for Transfer of Certificated Subordinated Note to Rule 144A Global Subordinated Note
	B-9	Form of Transferee Certificate of Rule 144A Global Subordinated Note
	 	 
	Exhibit C	Calculation of LIBOR
	Exhibit D	Form of Note Owner Certificate
	Exhibit E	Form of NRSRO Certification
	Exhibit F	Form of Notice of Contribution
	Exhibit G	Form of Assignment (Sale) Agreement


 




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INDENTURE, dated
as of November 16, 2018, between GOLUB CAPITAL BDC CLO III LLC, a limited liability company organized under the laws of the State
of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (herein, together with its permitted
successors and assigns in the trusts hereunder, the “Trustee”).


 


PRELIMINARY
STATEMENT


 


The Issuer is duly
authorized to execute and deliver this Indenture to provide for the Notes issuable as provided herein. 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 Secured Notes, the Trustee, the Collateral Manager and the Collateral
Administrator (collectively, the “Secured Parties”), all of its right, title and interest in, to and under,
in each case, whether now owned or existing, or hereafter acquired or arising any and all accounts, chattel paper, deposit accounts,
financial assets, general intangibles, instruments, investment property, letter-of-credit rights, documents, goods and supporting
obligations and other assets in which the Issuer has an interest and specifically including: (a) the Collateral Obligations
(listed, as of the Closing Date, in Schedule 1 to this Indenture) which the Issuer causes to be delivered to the
Trustee (directly or through an intermediary or bailee) herewith and all payments thereon or with respect thereto, and all
Collateral Obligations which are delivered to the Trustee in the future pursuant to the terms hereof and all payments thereon or
with respect thereto, (b) each of the Accounts, and in each case any Eligible Investments purchased with funds on deposit
in any of the Accounts, and all income from the investment of funds therein, (c) the Collateral Management Agreement as set
forth in Article XV hereof, the Securities Account Control Agreement, the Master Loan Sale Agreements and the Collateral
Administration Agreement, (d) all Cash or Money delivered to the Trustee (or its bailee) from any source for the benefit
of the Secured Parties or the Issuer, (e) any Equity Securities received by the Issuer; it being understood that Equity Securities
may not be purchased by the Issuer but it is possible that the Issuer may receive an Equity Security in connection with an insolvency,
bankruptcy, reorganization, debt restructuring or workout in such case that would be considered “received in lieu of debts
previously contracted with respect to the Collateral Obligation” under the Volcker Rule, (f) all accounts, chattel paper,
deposit accounts, financial assets, general intangibles, payment intangibles, instruments, investment property, letter-of-credit
rights, securities, money, documents, goods, commercial tort claims and securities entitlements, and other supporting obligations
(as such terms are defined in the UCC), (g) any other property otherwise delivered to the Trustee by or on behalf of the Issuer
(whether or not constituting Collateral Obligations, Equity Securities or Eligible Investments); and (h) all proceeds
(as defined in the UCC) and products with respect to the foregoing (the assets referred to in (a) through (h) are collectively
referred to as the “Assets”).


 




     


     


    

 


The above Grant is
made in trust to secure the Secured Notes, the Issuer’s other obligations to the Secured Parties under this Indenture, the
other Transaction Documents, and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority
of Payments and Article XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice,
priority or distinction between any Secured Note and any other Secured 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 XIII of
this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment
of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of
amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and the Master Loan
Sale Agreements and (iv) compliance with the provisions of this Indenture, all as provided herein (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 securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such
securities or investments satisfy the criteria set forth in the definitions of “Collateral Obligation” or “Eligible
Investments”, as the case may be.


 


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


 


ARTICLE
I



Definitions


 


Section 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. The word “including”
shall mean “including without limitation.” All references herein to designated “Articles”, “Sections”,
“sub-sections” and other subdivisions are to the designated articles, sections, sub-sections and other subdivisions
of this Indenture. The words “herein”, “hereof”, “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular article, section, sub-section or other subdivision.


 


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


 


“ABL Facility”:
A lending facility pursuant to which the loans thereunder are secured by a perfected, first priority security interest in accounts
receivable, inventory, machinery, equipment, real estate, oil and gas reserves, vessels or periodic revenues, where such collateral
security consists of assets generated or acquired by the related Obligor in its business.


 


“Accountants’
Effective Date AUP Reports”: The meaning specified in Section 7.18(c)(iii).


 




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“Accountants’
Effective Date Comparison AUP Report”: The meaning specified in Section 7.18(c)(iii).


 


“Accountants’
Effective Date Recalculation AUP Report”: The meaning specified in Section 7.18(c)(iii).


 


“Accountants’
Report”: An agreed upon procedures report of the firm or firms appointed by the Issuer pursuant to Section 10.9(a).


 


“Accounts”:
(i) The Payment Account, (ii) the Collection Account, (iii) the Ramp-Up Account, (iv) the Revolver Funding Account, (v) the
Expense Reserve Account, (vi) the Custodial Account, (vii) the Supplemental Reserve Account and (viii) the Interest Reserve Account.


 


“Accredited
Investor” or “AI”: The meaning set forth in Rule 501(a) under the Securities Act.


 


“Act”
and “Act of the Holders”: The meanings specified in Section 14.2.


 


“Additional
Notes”: Any Notes issued pursuant to Section 2.13.


 


“Additional
Notes Closing Date”: The closing date for the issuance of any Additional Notes pursuant to Section 2.13 as
set forth in an indenture supplemental to this Indenture pursuant to Section 8.1(a)(xii).


 


“Adjusted
Class Break-even Default Rate”: The rate equal to (a) (i) the Class Break-even Default Rate multiplied by (ii)
(x) the Target Initial Par Amount divided by (y) the Collateral Principal Amount plus the S&P Collateral Value
of all Defaulted Obligations plus (b) (i) (x) the Collateral Principal Amount plus the S&P Collateral Value of
all Defaulted Obligations minus (y) the Target Initial Par Amount, divided by (ii) (x) the Collateral Principal Amount
plus the S&P Collateral Value of all Defaulted Obligations multiplied by (y) 1 minus the Weighted Average
S&P Recovery Rate.


 


“Adjusted
Collateral Principal Amount”: As of any date of determination, (a) the Aggregate Principal Balance of the Collateral
Obligations (other than Defaulted Obligations, Deferring Obligations (except Permitted Deferrable Obligations), Discount Obligations
(to the extent set forth in clause (d) below) and Long-Dated Obligations); plus (b) without duplication, the amounts
on deposit in any Account (including Eligible Investments therein but excluding the Revolver Funding Account) representing
Principal Proceeds; plus (c) the aggregate, for each Defaulted Obligation and Deferring Obligation (other than Permitted
Deferrable Obligations), of: (i) if such Defaulted Obligation or Deferring Obligation has been so classified as such for 30 days
or fewer, the S&P Collateral Value of such Defaulted Obligation or Deferring Obligation and (ii) if such Defaulted Obligation
or Deferring Obligation has been so classified as such for more than 30 days, the lesser of the (A) S&P Collateral Value of
such Defaulted Obligation or Deferring Obligation and (B) the Fitch Collateral Value of such Defaulted Obligation or Deferring
Obligation; plus (d) the aggregate, for such portion of a Discount Obligation that does not fall into the Excess CCC
Adjustment Amount, of the purchase price, excluding accrued interest, expressed as a percentage of par and multiplied by
the outstanding principal balance thereof, for such Discount Obligation; minus (e) the Excess CCC Adjustment Amount; plus
(f) the sum of the Long-Dated Obligation Amount for each Long-Dated Obligation; provided that, with respect to any Collateral
Obligation that satisfies more than one of the definitions of Defaulted Obligation, Deferring Obligation (except Permitted Deferrable
Obligations), Discount Obligation or Long-Dated Obligation, such Collateral Obligation shall, for the purposes of this definition,
be treated as belonging to the category of Collateral Obligations which results in the lowest Adjusted Collateral Principal Amount
on any date of determination.


 




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“Administrative
Expense Cap”: An amount equal on any Payment Date (when taken together with any Administrative Expenses in the order
of priority contained in the definition thereof paid during the period since the preceding Payment Date or in the case of
the first Payment Date, the period since the Closing Date), to the sum of (a) 0.02% per annum (prorated for the related
Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed) of the Fee Basis Amount at the
beginning of the Collection Period relating to such Payment Date and (b) U.S.$200,000 per annum (prorated for the related
Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months); provided that (1) in respect
of any Payment Date after the third Payment Date following the Closing Date, if the aggregate amount of Administrative Expenses
paid pursuant to Sections 11.1(a)(i)(A), 11.1(a)(ii)(A) and 11.1(a)(iii)(A) (including any excess applied
in accordance with this proviso) on the three immediately preceding Payment Dates and during the related Collection Periods
is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with this proviso) in
the aggregate for such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect
to the then-current Payment Date; and (2) in respect of the third Payment Date following the Closing Date, such excess amount
shall be calculated based on the Payment Dates preceding such Payment Date.


 


“Administrative
Expenses”: The fees, expenses (including indemnities) and other amounts due or accrued with respect to any Payment
Date (including, with respect to any Payment Date, any such amounts that were due and not paid on any prior Payment Date in accordance
with the Priority of Payments) and payable in the following order by the Issuer: first, to the Trustee pursuant to Section 6.7
and the other provisions of this Indenture, second, to the Collateral Administrator pursuant to the Collateral Administration
Agreement and the Bank in any of its other capacities under the Transaction Documents, third, on a pro rata basis,
the following amounts (excluding indemnities) to the following parties: (i) the Independent accountants, agents (other than
the Collateral Manager) and counsel of the Issuer for fees and expenses; (ii) the Rating Agencies for fees and expenses
(including any annual fee, amendment fees and surveillance fees) in connection with any rating of the Secured Notes or in
connection with the rating of (or provision of credit estimates in respect of) any Collateral Obligations; (iii) the
Collateral Manager under this Indenture and the Collateral Management Agreement, including without limitation reasonable expenses
of the Collateral Manager (including fees for its accountants, agents and counsel) incurred in connection with the purchase
or sale of any Collateral Obligations, any other expenses incurred in connection with the Collateral Obligations and any other
amounts payable pursuant to the Collateral Management Agreement but excluding the Aggregate Collateral Management Fee; (iv) the
Independent Manager for any fees or expenses due under the management agreement between the Issuer and Independent Manager; and
(v) any other Person in respect of any other fees or expenses permitted under this Indenture and the documents delivered pursuant
to or in connection with this Indenture (including without limitation the payment of all legal and other fees and expenses incurred
in connection with the purchase or sale of any Collateral Obligations and any other expenses incurred in connection with the Collateral
Obligations) and the Notes, including but not limited to, amounts owed to the Issuer pursuant to Section 7.1 and any
amounts due in respect of the listing of the Secured Notes on any stock exchange or trading system; and fourth, on a pro
rata basis, indemnities payable to any Person pursuant to any Transaction Document; provided that (x) amounts due
in respect of actions taken on or before the Closing Date shall not be payable as Administrative Expenses but shall be payable
only from the Expense Reserve Account pursuant to this Indenture and (y) for the avoidance of doubt, amounts that are expressly
payable to any Person under the Priority of Payments in respect of an amount that is stated to be payable as an amount other than
as Administrative Expenses (including, without limitation, interest and principal in respect of the Notes) shall not constitute
Administrative Expenses.


 




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“Affected
Class”: Any Class of Secured Notes that, as a result of the occurrence of a Tax Event described in the definition of
“Tax Redemption” has not received 100% of the aggregate amount of principal and interest that would otherwise be due
and payable to such Class on any Payment Date.


 


“Affiliate”:
With respect to a Person, (i) any other Person who, directly or indirectly, is in control of, or controlled by, or is under
common control with, such Person or (ii) any other Person who is a director, Officer, employee or general partner (a) of
such Person, (b) of any subsidiary or parent company of such Person or (c) of any Person described in clause (i) above.
For the purposes of this definition, “control” of a Person shall mean the power, direct or indirect, (x) to vote
more than 50% of the securities having ordinary voting power for the election of directors of such Person or (y) to direct
or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


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


 


“Aggregate
Collateral Management Fee”: All accrued and unpaid Collateral Management Fees, Current Deferred Management Fees, Cumulative
Deferred Management Fees and Collateral Management Fee Shortfall Amounts (including accrued interest) due and payable to the Collateral
Manager.


 


“Aggregate
Coupon”: As of any Measurement Date, the sum of the products obtained by multiplying, in the case of each Fixed
Rate Obligation (other than a Defaulted Obligation or Deferrable Obligation (other than a Permitted Deferrable Obligation)) (including,
for any Permitted Deferrable Obligation, only the required current cash interest required by the Underlying Instruments thereon),
(i) the stated coupon on such Collateral Obligation expressed as a percentage and (ii) the outstanding principal balance
of such Collateral Obligation; provided that the stated coupon of a Step-Up Obligation will be the then-current coupon.


 




    	 	-5-	 



     


    

 


“Aggregate
Funded Spread”: As of any Measurement Date, the sum of: (a) in the case of each Floating Rate Obligation (excluding
the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) that bears interest at
a spread over a London interbank offered rate based index, (i) the stated interest rate spread on such Collateral Obligation above
such index as of the immediately preceding Interest Determination Date multiplied by (ii) the outstanding principal balance
of such Collateral Obligation; provided that the interest rate spread with respect to any Step-Up Obligation will be the
then-current interest rate spread; and (b) in the case of each Floating Rate Obligation (excluding the unfunded portion of
any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) that bears interest at a spread over an index other
than a London interbank offered rate based index, (i) the excess of the sum of such spread and such index over LIBOR as of the
immediately preceding Interest Determination Date (which spread or excess may be expressed as a negative percentage) multiplied
by (ii) the outstanding principal balance of each such Collateral Obligation; provided that the interest rate spread
with respect to any Step-Up Obligation will be the then-current interest rate spread.


 


For purposes of calculating
the Aggregate Funded Spread, (i) such calculation shall exclude any Deferring Obligation until the obligor thereof has resumed
the payment of cash interest in cash, (ii) with respect to any LIBOR Floor Obligation, the stated interest rate spread on such
Collateral Obligation over the applicable index shall be deemed to be equal to the sum of (x) the stated interest rate spread over
the applicable index and (y) the excess, if any, of the specified “floor” rate relating to such Collateral Obligation
over LIBOR as in effect for the current Interest Accrual Period (or portion thereof, in the case of the first Interest Accrual
Period) and (iii) the stated interest rate of a Collateral Obligation will be excluded from such calculation to the extent the
Issuer or the Collateral Manager has actual knowledge that such payment of interest will not be made by the obligor thereof during
the applicable period.


 


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


 


“Aggregate
Risk Adjusted Par Amount”: The amount specified below for the applicable Interest Accrual Period, listed sequentially,
starting with the Interest Accrual Period commencing on the Closing Date:


 


	Interest Accrual
 Period	 	Aggregate Risk Adjusted
 Par Amount ($)	 
	1	 	 	600,000,000	 
	2	 	 	597,890,000	 
	3	 	 	596,993,165	 
	4	 	 	596,097,675	 
	5	 	 	595,203,529	 
	6	 	 	594,310,723	 
	7	 	 	593,419,257	 
	8	 	 	592,529,128	 
	9	 	 	591,640,335	 
	10	 	 	590,752,874	 
	11	 	 	589,866,745	 
	12	 	 	588,981,945	 



 




    	 	-6-	 



     


    

 


	Interest Accrual
 Period	 	Aggregate Risk Adjusted
 Par Amount ($)	 
	13	 	 	588,098,472	 
	14	 	 	587,216,324	 
	15	 	 	586,335,500	 
	16	 	 	585,455,996	 
	17	 	 	584,577,812	 
	18	 	 	583,700,946	 
	19	 	 	582,825,394	 
	20	 	 	581,951,156	 
	21	 	 	581,078,230	 
	22	 	 	580,206,612	 
	23	 	 	579,336,302	 
	24	 	 	578,467,298	 
	25	 	 	577,599,597	 
	26	 	 	576,733,197	 
	27	 	 	575,868,098	 
	28	 	 	575,004,296	 
	29	 	 	574,141,789	 
	30	 	 	573,280,576	 
	31	 	 	572,420,656	 
	32	 	 	571,562,025	 
	33	 	 	570,704,682	 
	34	 	 	569,848,624	 
	35	 	 	568,993,852	 
	36	 	 	568,140,361	 
	37	 	 	567,288,150	 
	38	 	 	566,437,218	 
	39	 	 	565,587,562	 
	40	 	 	564,739,181	 
	41	 	 	563,892,072	 
	42	 	 	563,046,234	 
	43	 	 	562,201,665	 
	44	 	 	561,358,362	 
	45	 	 	560,516,325	 
	46	 	 	559,675,550	 
	47	 	 	558,836,037	 
	48	 	 	557,997,783	 
	49	 	 	557,160,786	 
	50	 	 	556,325,045	 
	51	 	 	555,490,557	 
	52	 	 	554,657,321	 



 


“Aggregate
Unfunded Spread”: As of any Measurement Date, the sum of the products obtained by multiplying (i) for each
Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation (other than Defaulted Obligations), the related commitment
fee rate then in effect as of such date and (ii) the undrawn commitments of each such Delayed Drawdown Collateral Obligation
and Revolving Collateral Obligation as of such date.


 




    	 	-7-	 



     


    

 


“AIFMD Level
2 Regulation”: The meaning specified in the definition of the term “E.U. Retention Requirement Laws”.


 


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


 


“Alternative
Rate”: The meaning set forth in Exhibit C hereto.


 


“Asset-backed
Commercial Paper”: Commercial paper or other short-term obligations of a program that primarily issues externally rated
commercial paper backed by assets or exposures held in a bankruptcy-remote, special purpose entity.


 


“Assets”:
The meaning assigned in the Granting Clause hereof.


 


“Assigned
Moody’s Rating”: The meaning specified in Schedule 3 hereto.


 


“Assumed Reinvestment
Rate”: LIBOR (as determined on the most recent Interest Determination Date relating to an Interest Accrual Period beginning
on a Payment Date or the Closing Date) minus 0.25% per annum; provided that the Assumed Reinvestment
Rate shall not be less than 0.00%.


 


“Authenticating
Agent”: With respect to the Notes or a Class of the Notes, the Person designated by the Trustee to authenticate such
Notes on behalf of the Trustee pursuant to Section 6.14 hereof.


 


“Balance”:
On any date, with respect to Cash or Eligible Investments in any account, the aggregate of the (i) current balance of Cash,
demand deposits, time deposits, certificates of deposit and federal funds; (ii) principal amount of interest-bearing corporate
and government securities, money market accounts and repurchase obligations; and (iii) purchase price (but not greater than
the face amount) of non-interest-bearing government and corporate securities and commercial paper.


 


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


 


“Bankruptcy
Code”: The federal Bankruptcy Code, Title 11 of the United States Code, as amended from time to time.


 


“Bankruptcy
Law”: The Bankruptcy Code, as amended from time to time, and any bankruptcy, insolvency, winding up, reorganization or
similar law enacted under the laws of the United States or other applicable jurisdiction.


 


“BDC”:
Golub Capital BDC, Inc., a Delaware corporation


 


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


 




    	 	-8-	 



     


    

 


“Benefit Plan
Investor”: An employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the fiduciary
responsibility provisions 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.


 


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


 


“Bridge Loan”:
Any loan or other obligation that (x) is incurred in connection with a merger, acquisition, consolidation, or sale of all
or substantially all of the assets of a Person or similar transaction and (y) by its terms, is required to be repaid within
one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (it being understood that any
such loan or debt security that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out
or other provision whereby (automatically or at the sole option of the obligor thereof) the maturity of the indebtedness thereunder
may be extended to a later date is not a Bridge Loan).


 


“Broadly Syndicated
Loan”: A Loan (a) that is part of a credit facility with a Facility Size on the date of origination thereof at least
equal to U.S.$250,000,000 and (b) as to which, on the date of origination thereof, (i) Moody’s has either (x) assigned a
corporate family rating on an Obligor thereon or (y) assigned to such credit facility a monitored publicly available rating or
(ii) S&P has either (x) assigned an issuer credit rating to the issuer thereof or (y) assigned to such credit facility a monitored
publicly available rating.


 


“Business
Day”: Any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banks are authorized
or required by applicable law, regulation or executive order to close in New York, New York or in the city in which the Corporate
Trust Office of the Trustee is located or, for any final payment of principal, in the relevant place of presentation.


 


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


 


“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, including funds standing to the credit of an Account.


 


“CCC Collateral
Obligation”: A CCC S&P Collateral Obligation or a CCC Fitch Collateral Obligation, as the context requires.


 


“CCC Excess”:
An amount equal to the greater of (i) the excess of the Principal Balance of all CCC S&P Collateral Obligations over an amount
equal to 17.5% of the Collateral Principal Amount as of such date of determination; and (ii) the excess of the Principal Balance
of all CCC Fitch Collateral Obligations over an amount equal to 17.5% of the Collateral Principal Amount as of such date of determination;
provided that, in determining which of the CCC Collateral Obligations shall be included in the CCC Excess, the CCC Collateral
Obligations with the lowest Market Value (expressed as a percentage of the outstanding principal balance of such Collateral Obligations
as of such date of determination) shall be deemed to constitute such CCC Excess.


 




    	 	-9-	 



     


    

 


“CCC Fitch
Collateral Obligation”: A Collateral Obligation (other than a Defaulted Obligation or a Deferring Obligation) with a
Fitch Rating of “CCC+” or lower.


 


“CCC S&P
Collateral Obligation”: A Collateral Obligation (other than a Defaulted Obligation or a Deferring Obligation) with an
S&P Rating of “CCC+” or lower.


 


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


 


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


 


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


 


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


 


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


 


“CFR”:
The meaning specified in Schedule 3 hereto.


 


“Class”:
In the case of the (x) Secured Notes, all of the Secured Notes having the same Interest Rate, Stated Maturity and class designation
and (y) Subordinated Notes, all of the Subordinated Notes. With respect to any exercise of voting rights, any Pari Passu Classes
of Notes that are entitled to vote on a matter will vote together as a single Class, except that the Class C-1 Notes and the Class
C-2 Notes will be treated as separate Classes for purposes of a Refinancing or a Re-Pricing.


 


“Class A/B
Coverage Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test, each as applied with respect to
the Class A Notes and the Class B Notes.


 


“Class A Notes”:
The Class A Senior Secured Floating Rate Notes issued on the Closing Date pursuant to this Indenture and having the characteristics
specified in Section 2.3.


 


“Class B Notes”:
The Class B Senior Secured Floating Rate Notes issued on the Closing Date pursuant to this Indenture and having the characteristics
specified in Section 2.3.


 


“Class Break-even
Default Rate”: With respect to the Class A Notes (or, if the Class A Notes are no longer Outstanding, the most senior
Class of Secured Notes Outstanding):


 


(i)          during
any S&P CDO Formula Election Period, the rate equal to (a) 0.211611 plus (b) the product of (x) 2.973766 and (y)
the Weighted Average Floating Spread plus (c) the product of (x) 1.180514 and (y) the Weighted Average S&P Recovery
Rate; or


 




    	 	-10-	 



     


    

 


(ii)         during
any S&P CDO Monitor Election Period, the maximum percentage of defaults, at any time, that the Current Portfolio or the Proposed
Portfolio, as applicable, can sustain, determined through application of the S&P CDO Monitor, which, after giving effect to
S&P’s assumptions on recoveries, defaults and timing and to the Priority of Payments, will result in sufficient funds
remaining for the payment of such Class or Classes of Notes in full. After any S&P CDO Monitor Election Date, S&P will
provide the Collateral Manager with the Class Break-even Default Rates for each S&P CDO Monitor input file based upon the Weighted
Average Floating Spread and the Weighted Average S&P Recovery Rate to be associated with such S&P CDO Monitor input file
as selected by the Collateral Manager (with a copy to the Collateral Administrator) from Section 2 of Schedule 4 or any
other Weighted Average Floating Spread and Weighted Average S&P Recovery Rate selected by the Collateral Manager from time
to time.


 


“Class C Coverage
Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test, each as applied with respect to the Class
C Notes.


 


“Class C
Notes”: Collectively, the Class C-1 Notes and the Class C-2 Notes.


 


“Class C-1
Notes”: The Class C-1 Secured Deferrable Floating Rate Notes issued on the Closing Date pursuant to this Indenture
and having the characteristics specified in Section 2.3.


 


“Class C-2
Notes”: The Class C-2 Secured Deferrable Floating Rate Notes issued on the Closing Date pursuant to this Indenture
and having the characteristics specified in Section 2.3.


 


“Class D Coverage
Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test, each as applied with respect to the Class
D Notes.


 


“Class D Notes”:
The Class D Secured Deferrable Floating Rate Notes issued on the Closing Date pursuant to this Indenture and having the characteristics
specified in Section 2.3.


 


“Class Default
Differential”: With respect to the Class A Notes (or, if the Class A Notes are no longer Outstanding, the most senior
Class of Secured Notes Outstanding), the rate calculated by subtracting the Class Scenario Default Rate at such time for such Class
of Notes from (x) during any S&P CDO Formula Election Period, the Adjusted Class Break-even Default Rate or (y) during any
S&P CDO Monitor Election Period, the Class Break-even Default Rate, in each case, for such Class of Notes at such time.


 


“Class Scenario
Default Rate”: With respect to the Class A Notes (or, if the Class A Notes are no longer Outstanding, the most senior
Class of Secured Notes Outstanding):


 


(i)          during
any S&P CDO Formula Election Period, the rate at such time equal to (a) 0.329915 plus (b) the product of (x) 1.210322
and (y) the Expected Portfolio Default Rate minus (c) the product of (x) 0.586627 and (y) the Default Rate Dispersion plus
(d) (x) 2.538684 divided by (y) the Obligor Diversity Measure plus (e) (x) 0.216729 divided by (y) the
Industry Diversity Measure plus (f) (x) 0.0575539 divided by (y) the Regional Diversity Measure minus (g)
the product of (x) 0.0136662 and (y) the S&P Weighted Average Life; or


 


(ii)         during
any S&P CDO Monitor Election Period, an estimate of the cumulative default rate for the Current Portfolio or the Proposed Portfolio,
as applicable, consistent with S&P’s Initial Rating of such Class of Notes, determined by the Collateral Manager (which
determination shall be made solely by application of the S&P CDO Monitor at such time).


 




    	 	-11-	 



     


    

 


“Clean-Up
Call Purchase Price”: The meaning specified in Section 9.9(b).


 


“Clean-Up
Call Redemption”: The meaning specified in Section 9.9(a).


 


“Clearing
Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.


 


“Clearing
Corporation”: (i) Clearstream, (ii) DTC, (iii) Euroclear and (iv) any entity included within the
meaning of “clearing corporation” under Section 8-102(a)(5) of the UCC.


 


“Clearing
Corporation Security”: Securities which are in the custody of or maintained on the books of a Clearing Corporation or
a nominee subject to the control of a Clearing Corporation and, if they are Certificated Securities in registered form, properly
endorsed to or registered in the name of the Clearing Corporation or such nominee.


 


“Clearstream”:
Clearstream Banking, société anonyme, a corporation organized under the laws of the Duchy of Luxembourg (formerly
known as Cedelbank, société anonyme).


 


“Closing Date”:
November 16, 2018.


 


“Closing Date
Master Loan Sale Agreement”: An agreement, dated as of the Closing Date, among the BDC, as seller, the Collateral Manager,
as closing date seller, the Issuer, as buyer, and Golub Capital BDC 2010-1 LLC, as warehouse borrower.


 


“Closing Date
Participation Condition”: A condition satisfied as of any date of determination if all Closing Date Participation Interests
have been elevated to assignments on or prior to such date.


 


“Closing Date
Participation Interests”: Participation arrangements entered into by the Issuer with the BDC and/or one or more of its
subsidiaries to provide for participation interests in certain Collateral Obligations (whose title is held by the BDC or a subsidiary
thereof) prior to being elevated to a full assignment.


 


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


 


“Collateral
Administration Agreement”: An agreement dated as of the Closing Date among the Issuer, the Collateral Manager and the
Collateral Administrator, as amended from time to time in accordance with the terms thereof.


 


“Collateral
Administrator”: U.S. Bank National Association, in its capacity as collateral administrator under the Collateral Administration
Agreement, and any successor thereto.


 


“Collateral
Interest Amount”: As of any date of determination, without duplication, the aggregate amount of Interest Proceeds that
has been received or that is expected to be received (other than Interest Proceeds (i) expected to be received from Defaulted Obligations
and Deferring Obligations, but including Interest Proceeds actually received from Defaulted Obligations and Deferring Obligations
or (ii) designated as such pursuant to clause (ix) of the definition of “Interest Proceeds”), in each case during the
Collection Period in which such date of determination occurs (or after such Collection Period but on or prior to the related Payment
Date if such Interest Proceeds would be treated as Interest Proceeds with respect to such Collection Period).


 




    	 	-12-	 



     


    

 


“Collateral
Management Agreement”: The agreement dated as of the Closing Date, between the Issuer and the Collateral Manager relating
to the management of the Collateral Obligations and the other Assets by the Collateral Manager on behalf of the Issuer, as amended
from time to time in accordance with the terms thereof.


 


“Collateral
Management Fee”: The fee payable to the Collateral Manager in arrears on each Payment Date (prorated for the related
Interest Accrual Period) pursuant to Section 8(a) of the Collateral Management Agreement and Section 11.1 of this Indenture,
in an amount equal to 0.35% per annum (calculated on the basis of the actual number of days in the applicable Collection
Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date.


 


“Collateral
Management Fee Shortfall Amount”: To the extent the Collateral Management Fee is not paid on a Payment Date due to insufficient
Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the Collateral Manager), the Collateral
Management Fee due on such Payment Date (or the unpaid portion thereof, as applicable). Such amount is automatically deferred for
payment on the succeeding Payment Date, with interest at the rate specified in the Collateral Management Agreement, as certified
to the Trustee by the Collateral Manager (with a copy to the Collateral Administrator), in accordance with the Priority of Payments.


 


“Collateral
Manager”: GC Advisors LLC, a Delaware limited liability company, until a successor Person shall have become the Collateral
Manager pursuant to the provisions of the Collateral Management Agreement, and thereafter “Collateral Manager” shall
mean such successor Person.


 


“Collateral
Manager Notes”: Any Notes owned by the Collateral Manager, an Affiliate thereof, or any account, fund, client or portfolio
established and controlled by the Collateral Manager or an Affiliate thereof or for which the Collateral Manager or an Affiliate
thereof acts as the investment adviser or with respect to which the Collateral Manager or an Affiliate thereof exercises discretionary
control.


 


“Collateral
Manager Standard”: The standard of care applicable to the Collateral Manager set forth in the Collateral Management Agreement.


 


“Collateral
Obligation”: A Senior Secured Loan (including, but not limited to, interests in Broadly Syndicated Loans and Middle Market
Loans acquired by way of a purchase or assignment), or a Participation Interest therein, or a Second Lien Loan, or a Participation
Interest therein, that as of the date of purchase by the Issuer:


 


(i)          is
not a Bond or letter of credit;


 


(ii)         is
not (A) an Equity Security or (B) by its terms convertible into or exchangeable for an Equity Security;


 




    	 	-13-	 



     


    

 


(iii)        is
not a Synthetic Security;


 


(iv)        is
U.S. Dollar denominated and is neither convertible by the issuer thereof into, nor payable in, any other currency;


 


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


 


(vi)        is
not a lease (including a finance lease);


 


(vii)       provides
for a fixed amount of principal payable in Cash on scheduled payment dates and/or at maturity and does not by its terms provide
for earlier amortization or prepayment at a price of less than par;


 


(viii)      does
not constitute Margin Stock;


 


(ix)        has
payments that do not and will not subject the Issuer to withholding tax or other similar tax (except for withholding or other similar
taxes on commitment fees or similar fees or fees that by their nature are commitment fees or similar fees) unless the related obligor
is required to make “gross up” payments that ensure that the net amount actually received by the Issuer (after payment
of all such taxes) will equal the full amount that the Issuer would have received had no such taxes been imposed;


 


(x)         has
a Fitch Rating and an S&P Rating;


 


(xi)        is
not a debt obligation whose repayment is subject to substantial non-credit related risk as determined by the Collateral Manager;


 


(xii)       except
for Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations, is not an obligation pursuant to which any future
advances or payments to the borrower or the Obligor thereof may be required to be made by the Issuer; provided that the
Issuer may be required, as a lender under the Underlying Instruments, to make customary protective advances or provide customary
indemnities to the agent of the Collateral Obligation (for which the Issuer may receive a participation interest or other right
of repayment);


 


(xiii)      does
not have an “f”, “p”, “pi”, “sf” or “t” subscript assigned by S&P
or an “sf” subscript assigned by Moody’s;


 


(xiv)      is
not a repurchase obligation, an Unsecured Loan, a Bridge Loan, a Commercial Real Estate Loan, a Structured Finance Obligation or
a Step-Down Obligation;


 


(xv)       will
not require the Issuer or the pool of Assets to be registered as an investment company under the 1940 Act;


 


(xvi)      is
not the subject of an Offer of exchange, or tender by its issuer, for cash, securities or any other type of consideration other
than a Permitted Offer;


 




    	 	-14-	 



     


    

 


(xvii)     has
an S&P Rating of at least “CCC-” or a Fitch Rating of at least “CCC-”;


 


(xviii)    either
(A) does not mature after the Stated Maturity of the Secured Notes or (B) is a Permitted Maturity Obligation;


 


(xix)       other
than in the case of a Fixed Rate Obligation, accrues interest at a floating rate determined by reference to (a) the Dollar
prime rate, federal funds rate or LIBOR or (b) a similar interbank offered rate, commercial deposit rate or any other index;


 


(xx)        is
Registered;


 


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


 


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


 


(xxiii)     is
issued by a Non-Emerging Market Obligor;


 


(xxiv)      if
it is a Participation Interest, the Third Party Credit Exposure Limits are satisfied with respect to the acquisition thereof;


 


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


 


(xxvi)      is
not a commodity forward contract;


 


(xxvii)     does
not include or support a letter of credit; and


 


(xxviii)    is
purchased at a price at least equal to 60% of its outstanding principal balance ;


 


provided that, notwithstanding anything
contained herein to the contrary, any debt obligation or security (other than an Equity Security) received in exchange for a Collateral
Obligation pursuant to the terms of this Indenture shall be deemed a “Collateral Obligation”; provided that
if any such obligation is a security, the Issuer may acquire such obligation only if it would be considered “received in
lieu of debts previously contracted with respect to the Collateral Obligation” under the Volcker Rule.


 


“Collateral
Principal Amount”: As of any date of determination, the sum of (a) the aggregate outstanding principal balance of
the Collateral Obligations (other than Defaulted Obligations, except as otherwise expressly set forth herein) and (b) without
duplication, the amounts on deposit in any Account (including Eligible Investments therein but excluding the Revolver Funding Account)
representing Principal Proceeds.


 


“Collateral
Quality Tests”: A test satisfied on any date of determination on or after the Effective Date if, in the aggregate, the
Collateral Obligations owned (or in relation to a proposed purchase of a Collateral Obligation on or after the Effective Date,
proposed to be owned) by the Issuer satisfy each of the tests set forth below (or, if a test is not satisfied on such date, the
degree of compliance with such test is maintained or improved after giving effect to the investment), calculated in each case as
required by Section 1.3 herein:


 




    	 	-15-	 



     


    

 


(i)          the
Minimum Floating Spread Test;


 


(ii)         the
Minimum Weighted Average Coupon Test;


 


(iii)        the
S&P CDO Monitor Test;


 


(iv)        the
Maximum Fitch Rating Factor Test;


 


(v)         the
Minimum Weighted Average Fitch Recovery Rate Test;


 


(vi)        at
any time during the S&P CDO Monitor Election Period, the Minimum Weighted Average S&P Recovery Rate Test;


 


(vii)       the
Minimum Fitch Floating Spread Test; and


 


(viii)      the
Weighted Average Life Test.


 


“Collection
Account”: The trust account established pursuant to Section 10.2 which consists of the Principal Collection
Subaccount and the Interest Collection Subaccount.


 


“Collection
Period”: (i) With respect to the first Payment Date, the period commencing on the Closing Date and ending at the
close of business on the tenth Business Day prior to the first Payment Date; and (ii) with respect to any other Payment Date, the
period commencing on the day immediately following the prior Collection Period and ending (a) in the case of the final Collection
Period preceding the latest Stated Maturity of any Class of Notes, on the day of such Stated Maturity, (b) in the case of the final
Collection Period preceding an Optional Redemption, Tax Redemption or Clean-Up Call Redemption in whole of the Notes, on the Redemption
Date and (c) in any other case, at the close of business on the tenth Business Day prior to the Payment Date; provided that,
with respect to any Payment Date after the date on which no Secured Notes are deemed or considered Outstanding, “Collection
Period” shall mean the period commencing on the third Business Day prior to the preceding Payment Date (or in the case of
the first Payment Date following the date in which the Secured Notes are no longer Outstanding, commencing on the day immediately
following the prior Collection Period) and ending on (but excluding) the third Business Day prior to such Payment Date.


 


“Commercial
Real Estate Loan”: Any Loan for which the underlying collateral consists primarily of real property owned by the obligor
and is evidenced by a note or other evidence of indebtedness.


 


“Commodity
Exchange Act”: The United States Commodity Exchange Act of 1936, as amended.


 


“common equity”:
Any security that by its terms does not provide for periodic payments of interest at a stated coupon rate and repayment of principal
at a stated maturity.


 




    	 	-16-	 



     


    

 


“Concentration
Limitations”: Limitations satisfied on any date of determination on or after the Effective Date if, in the aggregate,
the Collateral Obligations owned (or in relation to a proposed purchase of a Collateral Obligation on or after the Effective Date,
proposed to be owned) by the Issuer comply with all of the requirements set forth below (or in relation to a proposed purchase
on or after the Effective Date, if not in compliance, the relevant requirements must be maintained or improved after giving effect
to the purchase), calculated in each case as required by Section 1.3 herein:


 


(i)          not
less than 95.0% of the Collateral Principal Amount may consist of Senior Secured Loans, Cash and Eligible Investments;


 


(ii)         not
more than 5.0% of the Collateral Principal Amount may consist of Second Lien Loans;


 


(iii)        not
more than 5.0% of the Collateral Principal Amount may consist of First-Lien Last-Out Loans and not more than 10.0% of the Collateral
Principal Amount may consist of First-Lien Last-Out Loans and Senior Syndicated Secured Loans;


 


(iv)        not
more than 2.5% of the Collateral Principal Amount may consist of obligations issued by a single Obligor and its Affiliates, except
that, Collateral Obligations issued by up to eight Obligors and their respective Affiliates may each constitute up to 3.0% of the
Collateral Principal Amount;


 


(v)         not
more than 1.5% of the Collateral Principal Amount may consist of Second Lien Loans issued by a single Obligor and its Affiliates;


 


(vi)        (x)
not more than 17.5% of the Collateral Principal Amount may consist of CCC S&P Collateral Obligations and (y) not more than
17.5% of the Collateral Principal Amount may consist of CCC Fitch Collateral Obligations;


 


(vii)       not
more than 2.0% of the Collateral Principal Amount may consist of Fixed Rate Obligations;


 


(viii)      not
more than 5.0% of the Collateral Principal Amount may consist of Current Pay Obligations;


 


(ix)         not
more than 5.0% of the Collateral Principal Amount may consist of DIP Collateral Obligations;


 


(x)          not
more than 15.0% of the Collateral Principal Amount may consist, in the aggregate, of unfunded commitments under Delayed Drawdown
Collateral Obligations and unfunded and funded commitments under Revolving Collateral Obligations;


 


(xi)         (a)
not more than 5.0% of the Collateral Principal Amount may consist of Participation Interests and (b) the Third Party Credit Exposure
Limits may not be exceeded with respect to any such Participation Interest;


 




    	 	-17-	 



     


    

 


(xii)        not
more than 10.0% of the Collateral Principal Amount may have an S&P Rating derived from a Moody’s Rating as set forth
in clause (iii)(a) of the definition of the term “S&P Rating”;


 


(xiii)       (a)
all of the Collateral Obligations must be issued by Non-Emerging Market Obligors; and (b) no more than the percentage listed below
of the Collateral Principal Amount may be issued by Obligors Domiciled in the country or countries set forth opposite such percentage:


 


	% Limit	 	Country or Countries
	 	 	 
	20.0%	 	All countries (in the aggregate) other than the United States;
	 	 	 
	15.0%	 	All countries (in the aggregate) other than the United States and Canada;
	 	 	 
	15.0%	 	Canada;
	 	 	 
	5.0%	 	all countries (in the aggregate) other than the United States, Canada and the United Kingdom;
	 	 	 
	2.5%	 	any individual Group I Country;
	 	 	 
	2.0%	 	all Group II Countries in the aggregate;
	 	 	 
	2.0%	 	any individual Group II Country;
	 	 	 
	1.5%	 	all Group III Countries in the aggregate, except that up to 5.0% of the Collateral Principal Amount, collectively with all Collateral Obligations issued by Obligors Domiciled in Group III Countries, may be issued by Obligors Domiciled in the country of Luxembourg;
	 	 	 
	0.0%	 	Greece, Italy, Portugal and Spain in the aggregate; and
	 	 	 
	1.0%	 	any individual country other than the United States, the United Kingdom, Canada, the Netherlands, any Group I Country, any Group II Country or any Group III Country.


 


(xiv)      not
more than 12.0% of the Collateral Principal Amount may consist of Collateral Obligations that are issued by Obligors that belong
to any single S&P Industry Classification, except that (x) the largest S&P Industry Classification may represent up
to 20.0% of the Collateral Principal Amount; (y) the second-largest S&P Industry Classification may represent up to 17.0%
of the Collateral Principal Amount and (z) the third-largest S&P Industry Classification may represent up to 15.0% of
the Collateral Principal Amount;


 




    	 	-18-	 



     


    

 


(xv)       not
more than 5.0% of the Collateral Principal Amount may consist of Collateral Obligations that pay interest less frequently than
quarterly;


 


(xvi)      not
more than 10.0% of the Collateral Principal Amount may consist of Collateral Obligations that are Discount Obligations;


 


(xvii)     not
more than 5.0% of the Collateral Principal Amount may consist of Collateral Obligations that are Deferrable Obligations;


 


(xviii)    not
more than 0.0% of the Collateral Principal Amount may consist of Collateral Obligations that are Permitted Maturity Obligations;


 


(xix)       not
more than 12.5% of the Collateral Principal Amount may consist of Cov-Lite Loans;


 


(xx)        not
more than 10.0% of the Collateral Principal Amount may consist of Collateral Obligations with
respect to which the related Obligor has an EBITDA (calculated in accordance with the related Underlying Instruments) of less than
$10,000,000; and


 


(xxi)       not
more than 2.5% of the Collateral Principal Amount may consist of Collateral Obligations with
respect to which the related Obligor has an EBITDA (calculated in accordance with the related Underlying Instruments) of less than
$5,000,000.


 


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


 


“Contribution”:
The meaning specified in Section 11.1(e).


 


“Contributor”:
The meaning specified in Section 11.1(e).


 


“Controlling
Class”: The Class A Notes so long as any Class A Notes are Outstanding; then the Class B Notes so long as any Class
B Notes are Outstanding; then the Class C Notes so long as any Class C Notes are Outstanding; then the Class D Notes so long as
any Class D Notes are Outstanding; and then the Subordinated Notes.


 


“Controlling
Class Condition” means a condition that is satisfied if (x) S&P’s rating of the Class A Notes and Fitch’s
rating of the Class A Notes is at least the initial rating thereof and such rating has not been withdrawn (or it has been reinstated)
or (y) (i) S&P’s rating of the Class A Notes or Fitch’s rating of the Class A Notes is one or more subcategories
below its initial rating thereof or has been withdrawn (unless it has been reinstated) and (ii) either (a) the Initial Class A
Notes Purchaser has consented in writing to such event or action or (b) there is no longer an Initial Class A Notes Purchaser.


 


“Controlling
Person”: A Person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to
the assets of an entity or any Person who provides investment advice for a fee (direct or indirect) with respect to such assets
or an affiliate of any such Person. For this purpose, an “affiliate” of a Person includes any Person, directly or indirectly,
through one or more intermediaries, controlling, controlled by, or under common control with the Person. “Control,”
with respect to a Person other than an individual, means the power to exercise a controlling influence over the management or policies
of such Person, and “Controlling” shall have the meaning correlative to the foregoing.


 




    	 	-19-	 



     


    

 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee, currently located at (a) for Note transfer purposes
and for presentment and surrender of the Notes for final payment thereon, U.S. Bank National Association, 111 Fillmore Avenue East,
St. Paul, Minnesota 55107, Attention: Bondholder Services – EP-MN-WS2N – Golub Capital BDC CLO III LLC and (b) for
all other purposes, U.S. Bank National Association, 8 Greenway Plaza, Suite 1100, Houston, Texas 77046, Attention: Global Corporate
Trust – Golub Capital BDC CLO III LLC, Facsimile No.: (713) 212-3722, Email: golubcapital@usbank.com, or such other address
as the Trustee may designate from time to time by notice to the Holders, the Collateral Manager and the Issuer or the principal
corporate trust office of any successor Trustee.


 


“Cov-Lite
Loan”: A Collateral Obligation, the Underlying Instruments for which do not (i) contain any financial covenants or (ii)
require the borrower thereunder to comply with any Maintenance Covenant (regardless of whether compliance with one or more Incurrence
Covenants is otherwise required by such Underlying Instruments); provided that for all purposes other than the determination
of the S&P Recovery Rate for such Collateral Obligation, a Collateral Obligation described in clause (i) or (ii) above which
either contains a cross-default or cross-acceleration provision to, or is pari passu with, another loan of the underlying
obligor which contains both an Incurrence Covenant and a Maintenance Covenant will be deemed not to be a Cov-Lite Loan.


 


“Coverage
Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test, each as applied to each specified Class
or Classes of Secured Notes.


 


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


 


“Credit Improved
Obligation”: Any Collateral Obligation that in the Collateral Manager’s commercially reasonable business judgment
has significantly improved in credit quality from the condition of its credit at the time of purchase which judgment may (but need
not) be based on one or more of the following facts:


 


(i)          it
has a market price that is greater than the price that is warranted by its terms and credit characteristics, or improved in credit
quality since its acquisition by the Issuer;


 


(ii)         the
issuer of such Collateral Obligation has shown improved financial results since the published financial reports first produced
after it was purchased by the Issuer;


 


(iii)        the
obligor of such Collateral Obligation since the date on which such Collateral Obligation was purchased by the Issuer has raised
significant equity capital or has raised other capital that has improved the liquidity or credit standing of such obligor; or


 




    	 	-20-	 



     


    

 


(iv)        with
respect to which one or more of the following criteria applies:


 


(A)         such
Collateral Obligation has been upgraded or put on a watch list for possible upgrade by either Rating Agency since the date on which
such Collateral Obligation was acquired by the Issuer;


 


(B)         if
such Collateral Obligation is a loan, the Sale Proceeds (excluding Sale Proceeds that constitute Interest Proceeds) of such loan
would be at least 101% of its purchase price;


 


(C)         if
such Collateral Obligation is a loan, the price of such loan has changed during the period from the date on which it was acquired
by the Issuer to the proposed sale date by a percentage either at least 0.25% more positive, or 0.25% less negative, as the case
may be, than the percentage change in the average price of the applicable Eligible Loan Index over the same period;


 


(D)         if
such Collateral Obligation is a loan, the spread over the applicable reference rate for such Collateral Obligation has been decreased
in accordance with the underlying Collateral Obligation since the date of acquisition by (1) 0.25% or more (in the case of a loan
with a spread (prior to such decrease) less than or equal to 2.00%), (2) 0.375% or more (in the case of a loan with a spread (prior
to such decrease) greater than 2.00% but less than or equal to 4.00%) or (3) 0.50% or more (in the case of a loan with a spread
(prior to such decrease) greater than 4.00%) due, in each case, to an improvement in the related borrower’s financial ratios
or financial results;


 


(E)         with
respect to fixed rate Collateral Obligations, there has been a decrease in the difference between its yield compared to the yield
on the relevant United States Treasury security of more than 7.5% since the date of purchase; or


 


(F)         it
has a projected cash flow interest coverage ratio (earnings before interest and taxes divided by cash interest expense as
estimated by the Collateral Manager) of the underlying borrower or other obligor of such Collateral Obligation that is expected
to be more than 1.15 times the current year’s projected cash flow interest coverage ratio.


 


“Credit Risk
Obligation”: Any Collateral Obligation (a) that in the Collateral Manager’s commercially reasonable business judgment
has a significant risk of declining in credit quality or market value which judgment may (but need not) be based on one or more
of the following facts:


 


(i)          such
Collateral Obligation has been downgraded or put on a watch list for possible downgrade by either Rating Agency since the date
on which such Collateral Obligation was acquired by the Issuer;


 




    	 	-21-	 



     


    

 


(ii)         if
such Collateral Obligation is a loan, the price of such loan has changed during the period from the date on which it was acquired
by the Issuer to the proposed sale date by a percentage either at least 0.25% more negative, or at least 0.25% less positive, as
the case may be, than the percentage change in the average price of an Eligible Loan Index;


 


(iii)        if
such Collateral Obligation is a loan, the Market Value of such Collateral Obligation has decreased by at least 1.00% of the price
paid by the Issuer for such Collateral Obligation;


 


(iv)        if
such Collateral Obligation is a loan, the spread over the applicable reference rate for such Collateral Obligation has been increased
in accordance with the underlying Collateral Obligation since the date of acquisition by (1) 0.25% or more (in the case of a loan
with a spread (prior to such increase) less than or equal to 2.00%), (2) 0.375% or more (in the case of a loan with a spread (prior
to such increase) greater than 2.00% but less than or equal to 4.00%) or (3) 0.50% or more (in the case of a loan with a spread
(prior to such increase) greater than 4.00%) due, in each case, to a deterioration in the related borrower’s financial ratios
or financial results;


 


(v)         such
Collateral Obligation has a projected cash flow interest coverage ratio (earnings before interest and taxes divided by cash
interest expense as estimated by the Collateral Manager) of the underlying borrower or other obligor of such Collateral Obligation
of less than 1.00 or that is expected to be less than 0.85 times the current year’s projected cash flow interest coverage
ratio; or


 


(vi)        with
respect to fixed rate Collateral Obligations, an increase since the date of purchase of more than 7.5% in the difference between
the yield on such Collateral Obligation and the yield on the relevant United States Treasury security; or


 


(b)          with
respect to which a Majority of the Controlling Class consents to treat such Collateral Obligation as a Credit Risk Obligation.


 


“CRR”:
The meaning specified in the definition of the term “E.U. Retention Requirement Laws”.


 


“Cumulative
Deferred Management Fee”: All or a portion of the previously deferred Collateral Management Fees or Collateral Management
Fee Shortfall Amounts (including accrued interest prior to the Payment Date on which the payment of such Collateral Management
Fee Shortfall Amount was deferred by the Collateral Manager), which may be declared due and payable by the Collateral Manager on
any Payment Date (with written notice to the Trustee and the Collateral Administrator).


 


“Current Deferred
Management Fee”: With respect to a Payment Date, all or a portion of the Collateral Management Fees or Collateral Management
Fee Shortfall Amounts (including accrued interest), due and owing to the Collateral Manager the payment of which is voluntarily
deferred (for payment on a subsequent Payment Date), without interest, by the Collateral Manager (with written notice to the Trustee
and the Collateral Administrator).


 




    	 	-22-	 



     


    

 


“Current Pay
Obligation”: Any Collateral Obligation (other than a DIP Collateral Obligation) that would otherwise be treated as a
Defaulted Obligation but as to which no payments are due and payable that are unpaid and with respect to which the Collateral Manager
has certified to the Trustee (with a copy to the Collateral Administrator) in writing that it believes, in its reasonable business
judgment, that the Obligor or issuer of such Collateral Obligation (a) is current on all interest payments, principal payments
and other amounts due and payable thereunder and will continue to make scheduled payments of interest thereon and will pay the
principal thereof and all other amounts due and payable thereunder by maturity or as otherwise contractually due, (b) if the Obligor
or issuer is subject to a bankruptcy proceeding, it has been the subject of an order of a bankruptcy court that permits it to make
the scheduled payments on such Collateral Obligation and all interest payments, principal payments and other amounts due and payable
thereunder have been paid in Cash when due, and (c) either (i) the Collateral Obligation has a Market Value of at least 80% of
its par value (Market Value being determined, solely for the purposes of this clause (c)(i), without taking into consideration
clause (iii) of the definition of the term “Market Value”) or (ii) the Obligor of such Collateral Obligation has made
an S&P Distressed Exchange Offer and the Collateral Obligation is already held by the Issuer and is subject to the S&P
Distressed Exchange Offer and ranks equal to or higher in priority than the obligation subject to the S&P Distressed Exchange
Offer.


 


“Current Portfolio”:
At any time, the portfolio of Collateral Obligations, Cash and Eligible Investments representing Principal Proceeds (determined
in accordance with Section 1.3 to the extent applicable) then held by the Issuer.


 


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


 


“Custodian”:
The meaning specified in the first sentence of Section 3.3(a) with respect to items of collateral referred to
therein, and each entity with which an Account is maintained, as the context may require, each of which shall be a Securities Intermediary.


 


“Cut-Off Date”:
Each date on or after the Closing Date on which a Collateral Obligation was or is transferred to the Issuer.


 


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


 


“Default Rate
Dispersion”: As of any date of determination, the number obtained by (a) summing the products for each Collateral Obligation
(other than Defaulted Obligations) of (i) the absolute value of (x) the S&P Default Rate of such Collateral Obligation minus
(y) the Expected Portfolio Default Rate multiplied by (ii) the outstanding principal balance at such time of such Collateral
Obligation and (b) dividing such sum by the aggregate outstanding principal balance on such date of all Collateral
Obligations (other than Defaulted Obligations).


 


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


 




    	 	-23-	 



     


    

 


(a)          a
default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Obligation
(without regard to any grace period applicable thereto, or waiver thereof, after the passage of five Business Days or seven calendar
days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto);


 


(b)          a
default known to the Collateral Manager as to the payment of principal and/or interest has occurred and is continuing on another
debt obligation of the same Obligor or issuer which is senior or pari passu in right of payment to such Collateral Obligation
(in the case of a default that in the Collateral Manager’s judgment, as certified to the Trustee and the Collateral Administrator
in writing, is not due to credit-related causes) after the passage of five Business Days or seven calendar days, whichever
is greater, but in no case beyond the passage of any grace period applicable thereto; provided that both the Collateral
Obligation and such other debt obligation are full recourse obligations of the applicable Obligor or issuer or secured by the same
collateral;


 


(c)          the
Obligor, issuer or others have instituted proceedings to have the Obligor or issuer adjudicated as bankrupt or insolvent or placed
into receivership and such proceedings have not been stayed or dismissed or such Obligor or issuer has filed for protection under
Chapter 11 of the Bankruptcy Code;


 


(d)          such
Collateral Obligation has an S&P Rating of “SD” or “CC” or lower or had such rating before such rating
was withdrawn or such Collateral Obligation has a Fitch Rating of “D” or “RD” or had such rating immediately
before such rating was withdrawn;


 


(e)          such
Collateral Obligation is junior or pari passu in right of payment as to the payment of principal and/or interest to another
debt obligation of the same Obligor which has an S&P Rating of “SD” or “CC” or lower or had such rating
before such rating was withdrawn or another debt obligation of an Obligor which has a Fitch Rating of “D” or “RD”
or had such rating immediately before such rating was withdrawn; provided that both the Collateral Obligation and such other
debt obligation are full recourse obligations of the applicable Obligor or secured by the same collateral;


 


(f)          the
Collateral Manager has received notice or a Responsible Officer thereof has actual knowledge that a default has occurred under
the Underlying Instruments and any applicable grace period has expired and the holders of such Collateral Obligation have accelerated
the repayment of the Collateral Obligation (but only until such acceleration has been rescinded) in the manner provided in
the Underlying Instruments;


 


(g)          the
Collateral Manager has in its reasonable commercial judgment otherwise declared such debt obligation to be a “Defaulted Obligation”
and such declaration remains in effect;


 




    	 	-24-	 



     


    

 


(h)          such
Collateral Obligation is a 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 Participation Interest;


 


(i)            such
Collateral Obligation is a Participation Interest in a Loan that would, if such Loan were a Collateral Obligation, constitute a
“Defaulted Obligation” or with respect to which the Selling Institution has an S&P Rating of “SD” or
“CC” or lower or had such rating before such rating was withdrawn; or


 


(j)            such
Collateral Obligation has, since the date it was acquired by the Issuer, become subject to an amendment, waiver or modification
that had the effect of reducing the principal amount of such Collateral Obligation;


 


provided that (x) a Collateral
Obligation shall not constitute a Defaulted Obligation pursuant to clauses (b) through (e) above if such Collateral Obligation
(or, in the case of a Participation Interest, the underlying Loan) is a Current Pay Obligation (provided that the Aggregate
Principal Balance of Current Pay Obligations exceeding 5% of the Collateral Principal Amount will be treated as Defaulted Obligations),
(y) a Collateral Obligation shall not constitute a Defaulted Obligation pursuant to any of clauses (b), (c), (d), (e) and (i) above
if such Collateral Obligation (or, in the case of a Participation Interest, the underlying Loan) is a DIP Collateral Obligation
(other than a DIP Collateral Obligation that has an S&P Rating of “SD” or “CC” or lower or a Fitch
Rating of “D” or “RD”) and (z) a Collateral Obligation shall not constitute a Defaulted Obligation pursuant
to clause (j) above if, since the effective date of such amendment, waiver or modification, such Collateral Obligation has received
a new rating or credit estimate (or a confirmation of a prior rating or credit estimate) assigned by each Rating Agency then rating
the Notes, which rating or credit estimate must be at least “CCC”.


 


Notwithstanding anything
in this Indenture to the contrary, the Collateral Manager shall give the Trustee and the Collateral Administrator prompt written
notice should any Collateral Obligation become a Defaulted Obligation.


 


“Defaulted
Obligation Balance”: For any Defaulted Obligation, the lesser of the (i) S&P Collateral Value of such Defaulted Obligation
and (ii) Fitch Collateral Value of such Defaulted Obligation.


 


“Deferrable
Obligation”: A Collateral Obligation that by its terms permits the deferral or capitalization of payment of accrued,
unpaid interest; provided that the foregoing shall include any Permitted Deferrable Obligation.


 


“Deferred
Interest”: With respect to the Class C-1 Notes, the Class C-2 Notes and the Class D Notes, the meaning specified in Section
2.7(a).


 


“Deferring
Obligation”: A Deferrable Obligation that is paying an amount of cash interest that is less than LIBOR as of such date
of determination and that is currently deferring the payment of the cash interest due thereon and (i) with respect to Collateral
Obligations that have an S&P Rating of at least “BBB-,” has been so deferring the payment of cash interest due
thereon for twelve consecutive months or has deferred payments of interest in an amount equal to two periodic payments, and (ii)
with respect to Collateral Obligations that have an S&P Rating of “BB+” or below, has been so deferring the payment
of interest for six consecutive months or deferred payments of interest in an amount equal to one periodic interest payment, which
deferred capitalized interest has not, as of the date of determination, been paid in Cash.


 




    	 	-25-	 



     


    

 


“Delayed Drawdown
Collateral Obligation”: A Collateral Obligation that (a) requires the Issuer to make one or more future advances
to the borrower under the Underlying Instruments relating thereto, (b) specifies a maximum amount that can be borrowed on
one or more fixed borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by the borrower
thereunder; but any such Collateral Obligation will be a Delayed Drawdown Collateral Obligation only until all commitments by the
Issuer to make advances to the borrower expire or are terminated or are reduced to zero.


 


“Deliver”
or “Delivered” or “Delivery”: The taking of the following steps:


 


(i)          in
the case of each Certificated Security (other than a Clearing Corporation Security), Instrument and Participation Interest in which
the underlying loan is represented by an Instrument,


 


(a)          causing
the delivery of such Certificated Security or Instrument to the Custodian by registering the same in the name of the Custodian
or its affiliated nominee or by endorsing the same to the Custodian or in blank;


 


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


 


(c)          causing
the Custodian to maintain continuous possession of such Certificated Security or Instrument;


 


(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 to the Custodian; and


 


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


 


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


 


(a)          causing
the relevant Clearing Corporation to credit such Clearing Corporation Security to the securities account of the Custodian, and


 




    	 	-26-	 



     


    

 


(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 the securities
account of the Custodian at such FRB, and


 


(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 not governed by clauses (i) through (iv) above,


 


(a)          causing
a Securities Intermediary (x) to indicate on its books and records that the underlying Financial Asset has been credited to
the Custodian’s securities account, (y) to receive a Financial Asset from a Securities Intermediary or acquire the underlying
Financial Asset for a Securities Intermediary, and in either case, accepting it for credit to the Custodian’s securities
account or (z) to become obligated under other law, regulation or rule to credit the underlying Financial Asset to a Securities
Intermediary’s securities account,


 


(b)          causing
such Securities Intermediary to make entries on its books and records continuously identifying such Security Entitlement as belonging
to the Custodian and continuously indicating on its books and records that such Security Entitlement is credited to the Custodian’s
securities account, and


 


(c)          causing
the Custodian to indicate continuously on its books and records that such Security Entitlement (or all rights and property of the
Custodian representing such Security Entitlement) is credited to the applicable Account;


 


(vi)        in
the case of Cash or Money,


 


(a)          causing
the delivery of such Cash or Money to the Trustee for credit to the applicable Account or to the Custodian,


 




    	 	-27-	 



     


    

 


(b)          if
delivered to the Custodian, causing the Custodian to treat such Cash or Money as a Financial Asset maintained by such Custodian
for credit to the applicable Account in accordance with the provisions of Article 8 of the UCC or causing the Custodian to deposit
such Cash or Money to a deposit account over which the Custodian has control (within the meaning of Section 9-104 of the UCC),
and


 


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


 


(vii)       in
the case of each general intangible (including any Participation Interest in which neither the Participation Interest nor the underlying
loan is represented by an Instrument),


 


(a)          causing
the filing of a Financing Statement in the office of the Secretary of State of the State of Delaware.


 


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


 


“Delivery
Certificate”: An Officer’s certificate of the Collateral Manager to the effect that immediately before the Delivery
of the Collateral Obligations:


 


(A)         the
information with respect to each Collateral Obligation in the Schedule of Collateral Obligations is true and correct and such schedule
is complete with respect to each such Collateral Obligation;


 


(B)         each
Collateral Obligation in the Schedule of Collateral Obligations satisfies the requirements of the definition of “Collateral
Obligation”; and


 


(C)         the
Issuer purchased or entered into each Collateral Obligation in the Schedule of Collateral Obligations in compliance with Section
12.2.


 


“Designated
Principal Proceeds”: The meaning set forth in Section 10.2(h).


 


“Designated
Unused Proceeds”: The meaning set forth in Section 10.3(c).


 


“Determination
Date”: The last day of each Collection Period and, for the purposes of determining whether Interest Proceeds and Principal
Proceeds can be transferred to the Payment Account and applied pursuant to the Priority of Payments in connection with a Redemption
Distribution Date, the Business Day preceding such Redemption Distribution Date.


 


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


 




    	 	-28-	 



     


    

 


“Discount
Obligation”: (i) In the case of any Collateral Obligation forming part of the Assets that is a Senior Secured Loan which
was purchased (as determined without averaging prices of purchases on different dates) for less than (a) 85% of its outstanding
principal balance, if such Collateral Obligation has an S&P Rating lower than “B-”, or (b) 80% of its outstanding
principal balance, if such Collateral Obligation has an S&P Rating of “B-” or higher and (ii) in the case of any
other Collateral Obligation forming part of the Assets which was purchased (as determined without averaging prices of purchases
on different dates) for less than (a) 80% of its outstanding principal balance, if such Collateral Obligation has an S&P Rating
lower than “B-,” or (b) 75% of its outstanding principal balance, if such Collateral Obligation has an S&P Rating
of “B-” or higher; provided that (x) such Collateral Obligation shall cease to be a Discount Obligation at such
time as the Market Value (expressed as a percentage of the par amount of such Collateral Obligation) determined for such Collateral
Obligation on each day during any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation
equals or exceeds 90% on each such day; (y) any Collateral Obligation that would otherwise be considered a Discount Obligation,
but that is purchased in accordance with the Investment Criteria with the proceeds of a sale of a Collateral Obligation that was
not a Discount Obligation at the time of its purchase will not be considered to be a Discount Obligation, so long as such purchased
Collateral Obligation (A) is purchased or committed to be purchased within ten Business Days of such sale, (B) is purchased at
a purchase price (expressed as a percentage of the par amount of such Collateral Obligation) not less than 65% of its outstanding
principal balance, (C) is purchased at a purchase price (expressed as a percentage of the par amount of such Collateral Obligation)
equal to or greater than the sale price of the sold Collateral Obligation, (D) has a Fitch Rating or an S&P Rating that is
equal to or higher than the Fitch Rating or the S&P Rating, as applicable, of the sold Collateral Obligation (in the case of
a Fitch Rating, to the extent that Fitch is rating any Notes then Outstanding) and (E) does not mature later than the sold Collateral
Obligation; and (z) clause (y) above in this proviso shall not apply to any such Collateral Obligation at any time on or after
the acquisition by the Issuer of such Collateral Obligation if, as determined at the time of such acquisition, such application
would result in (A) more than 5% of the Collateral Principal Amount consisting of Collateral Obligations to which such clause
(y) has been applied or (B) the Aggregate Principal Balance of all Collateral Obligations to which such clause (y) has
been applied since the Closing Date being more than 10% of the Reinvestment Target Par Balance; provided that, the calculations
in this clause (z) shall not include the aggregate principal balance of any Collateral Obligation to which clause (y) has been
applied that is no longer otherwise considered a Discount Obligation as a result of clause (x) above.


 


“Distribution
Compliance Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Notes
are first offered to Persons other than the initial Holders and any other distributor (as such term is defined in Regulation S)
of the Notes and (b) the Closing Date.


 


“Distribution
Report”: The meaning specified in Section 10.7(b).


 


“Dollar”
or “U.S.$”: A dollar or other equivalent unit in such coin or currency of the United States of America as at
the time shall be legal tender for all debts, public and private.


 




    	 	-29-	 



     


    

 


“Domicile”
or “Domiciled”: With respect to any Obligor with respect to, or issuer of, a Collateral Obligation:


 


(a)          its
country of organization;


 


(b)          if
it is organized in a Tax Jurisdiction, each of such jurisdiction and the country in which, in the Collateral Manager’s good
faith estimate, a substantial portion of its operations are located or from which a substantial portion of its revenue is derived,
in each case directly or through subsidiaries (which shall be any jurisdiction and country known at the time of designation by
the Collateral Manager to be the source of the majority of revenues, if any, of such Obligor or issuer); or


 


(c)          if
its payment obligations in respect of such Collateral Obligation are guaranteed by a person or entity that is organized in the
United States or Canada, then the United States or Canada.


 


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


 


“Due Date”:
Each date on which any payment is due on an Asset in accordance with its terms.


 


“Effective
Date”: The earlier to occur of (i) March 20, 2019 and (ii) the first date on which the Collateral Manager certifies
to the Trustee and the Collateral Administrator that the Target Initial Par Condition has been satisfied.


 


“Effective
Date Certificate”: The meaning specified in Section 7.18(c)(iv).


 


“Effective
Date Condition”: The meaning specified in Section 7.18(c).


 


“Effective
Date Report”: The meaning specified in Section 7.18(c)(ii).


 


“Eligible
Investment Required Ratings”: (a) Such obligation or security has a short-term credit rating of at least “A-1”
from S&P and, in the case of any obligation or security with a maturity of greater than 60 days, a long-term credit rating
of at least “AA-” by S&P and (b) to the extent that Fitch is rating any Notes then Outstanding, for obligations
or securities (i) with remaining maturities up to 30 days, such obligation or security has a short-term credit rating of at least
“F1” or a long-term credit rating of at least “A” from Fitch or (ii) with remaining maturities of more
than 30 days but not in excess of 60 days, such obligation or security has a short-term credit rating of “F1+” or a
long-term credit rating of at least “AA-” from Fitch.


 


“Eligible
Investments”: Either (a) Cash or (b) any Dollar investment that is a “cash equivalent” for purposes of the
loan securitization exclusion under the Volcker Rule and at the time it is Delivered (directly or through an intermediary or bailee),
is one or more of the following obligations or securities:


 


(i)          direct
Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly
guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of
which are expressly backed by the full faith and credit of the United States of America and which obligations of such agency or
instrumentality satisfy the Eligible Investment Required Ratings;


 




    	 	-30-	 



     


    

 


(ii)         demand
and time deposits in, certificates of deposit of, bank deposit products of, trust accounts with, bankers’ acceptances issued
by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States of America
(including the Bank) or any state thereof and subject to supervision and examination by federal and/or state banking authorities,
in each case payable within 183 days after issuance, so long as the commercial paper and/or the debt obligations of such depository
institution or trust company at the time of such investment or contractual commitment providing for such investment have the
Eligible Investment Required Ratings;


 


(iii)        commercial
paper or other short-term obligations (other than Asset-backed Commercial Paper and extendible commercial paper) with the Eligible
Investment Required Ratings and that either bear interest or are sold at a discount from the face amount thereof and have a maturity
of not more than 183 days from their date of issuance; and


 


(iv)        registered
money market funds that have, at all times, credit ratings of “AAAm” by S&P and, to the extent that Fitch is rating
any Notes then Outstanding, either the highest credit rating assigned by Fitch to the extent rated by Fitch or otherwise the highest
rating assigned by any other NRSRO, respectively (provided that such equivalent ratings shall comply with each of Fitch’s
and S&P’s then-current criteria);


 


provided
that (1) 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, other than those referred to in clause (iv) above, as mature (or are putable
at par to the issuer thereof) no later than the earlier of (a) 60 days from the date of purchase and (b) the Business Day prior
to the next Payment Date unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution, in
which event such Eligible Investments may mature on such Payment Date; and (2) none of the foregoing obligations shall constitute
Eligible Investments if (a) such obligation has an “f”, “p”, “pi”, “t” or “sf”
subscript assigned to the rating by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist
of interest and not principal payments, (c) payments with respect to such obligations or proceeds of disposition are subject to
withholding taxes by any jurisdiction unless the payor is required to make “gross-up” payments that cover the full
amount of any such withholding tax on an after-tax basis, (d) such obligation is secured by real property, (e) such obligation
is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation is subject of a tender offer,
voluntary redemption, exchange offer, conversion or other similar action, (g) in the Collateral Manager’s judgment, such
obligation is subject to material non-credit related risks, (h) such obligation is a Structured Finance Obligation or (i) such
obligation is represented by a certificate of interest in a grantor trust. 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
is the obligor or depository institution, or provides services and receives compensation.


 




    	 	-31-	 



     


    

 


“Eligible
Loan Index”: With respect to each Collateral Obligation that is a Senior Secured Loan or a Second Lien Loan, one of the
following indices as selected by the Collateral Manager in writing delivered to the Trustee and the Collateral Administrator upon
acquisition of such Collateral Obligation: CS Leveraged Loan Index (formerly CSFB Leveraged Loan Index), the Deutsche Bank Leveraged
Loan Index, the Goldman Sachs/Loan Pricing Corporation Liquid Leveraged Loan Index, the Banc of America Securities Leveraged Loan
Index, the S&P/LSTA Leveraged Loan Indices or any other loan index for which the Global Rating Agency Condition has been obtained.


 


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


 


“Equity Security”:
Any security (other than any security received in connection with a restructuring or insolvency (other than common equity)) that
at the time of acquisition, conversion or exchange is not eligible for purchase by the Issuer as a Collateral Obligation and is
not an Eligible Investment. The Issuer may only acquire Equity Securities that in the commercially reasonable judgment of the Collateral
Manager (not to be called into question as a result of subsequent events), would be considered “received in lieu of debts
previously contracted” with respect to the Collateral Obligation under the Volcker Rule.


 


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


 


“E.U. Retained
Interest”: The net economic interest the E.U. Retention Provider will retain in the securitized exposures (as such term
is used in Article 405(1) of the CRR, Article 51 of the AIFMD Level 2 Regulation and Article 254 of the Solvency II Level 2 Regulation)
pursuant to the terms of the E.U. Risk Retention Letter, being in an amount of not less than 5% in the form specified in paragraph
(d) of Article 405(1) of the CRR, paragraph (d) of Article 51(1) of the AIFMD Level 2 Regulation, as each such regulation is in
effect as of the Closing Date, and paragraph (d) of Article 254(2) of the Solvency II Level 2 Regulation, by way of holding, subject
to the provisions of the E.U. Risk Retention Letter, the minimum principal amount of Subordinated Notes required by the E.U. Retention
Requirement Laws, as each such regulation is in effect as of the Closing Date, being an amount equal to 5% of the nominal value
of the Collateral Obligations.


 


“E.U. Retention
Deficiency”: The failure of the E.U. Retention Provider to hold the E.U. Retained Interest at such time.


 


“E.U. Retention
Provider”: Golub Capital BDC CLO III Depositor LLC, in its capacity as the E.U. Retention Provider.


 




    	 	-32-	 



     


    

 


“E.U. Retention
Requirement Laws”: Collectively, (i) Articles 404-410 of the European Union Capital Requirements Regulation (Regulation
(EU) 575/2013) on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012,
of June 27, 2013 (the “CRR”), as supplemented by Commission Delegated Regulation (EU) No. 625/2014 of March
13, 2014, together with any final guidance and technical standards published in relation thereto and the guidelines and related
documents previously published in relation to the preceding risk retention legislation by the European Banking Authority which
continue to apply to the provisions of the CRR, and any implementing law or regulation in force in any Member State of the European
Union, (ii) Section5, Articles 50-56 (inclusive) of the European Union Commission Delegated Regulation (EU) 231/2013 implementing
Article 17 of European Union Directive 2011/61/EU on Alternative Investment Fund Managers (the “AIFMD Level 2 Regulation”),
together with any applicable guidance, technical standards and related documents published by any European regulator in relation
thereto and any implementing law or regulation in force in any Member State of the European Union, and (iii) Articles 254-257 (inclusive)
of European Union Commission Delegated Regulation (EU) 2015/35 of October 10, 2014 (the “Solvency II Level 2 Regulation”)
supplementing Directive 2009/138/EC on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) of
November 25, 2009, together with any applicable guidance, technical standards and related documents published by any European regulator
in relation thereto and any implementing law or regulation in force in any Member State of the European Union.


 


“E.U. Risk
Retention Letter”: The letter relating to the retention of net economic interest by the E.U. Retention Provider, and
addressed to the Issuer and the Trustee.


 


“Euroclear”:
Euroclear Bank S.A./N.V.


 


“Event of
Default”: The meaning specified in Section 5.1.


 


“Excess CCC
Adjustment Amount”: As of any date of determination, an amount equal to the excess, if any, of (i) the Aggregate
Principal Balance of all Collateral Obligations included in the CCC Excess, over (ii) the sum of the Market Values
of all Collateral Obligations included in the CCC Excess (which for any Discount Obligation included therein shall not exceed the
purchase price thereof); provided that (x) any Long-Dated Obligation shall be included in clause (i) at its value in the
Long-Dated Obligation Amount and (y) for purposes of this definition, the Market Value, with respect to each Long-Dated Obligation,
shall not exceed its value in the Long-Dated Obligation Amount.


 


“Excess Par
Amount”: An amount, as of any Determination Date, equal to the greater of (a) zero and (b) (i) the Collateral Principal
Amount less (ii) the Reinvestment Target Par Balance.


 


“Excess Weighted
Average Coupon”: A percentage equal as of any date of determination to a number obtained by multiplying (a) the
excess, if any, of the Weighted Average Coupon over the Minimum Weighted Average Coupon by (b) the number obtained by dividing
the aggregate outstanding principal balance of all Fixed Rate Obligations by the aggregate outstanding principal balance
of all Floating Rate Obligations.


 


“Excess Weighted
Average Floating Spread”: A percentage equal as of any date of determination to a number obtained by multiplying
(a) the excess, if any, of the Weighted Average Floating Spread over the Minimum Floating Spread by (b) the number obtained
by dividing the aggregate outstanding principal balance of all Floating Rate Obligations by the aggregate outstanding
principal balance of all Fixed Rate Obligations.


 


“Exchange
Act”: The United States Securities Exchange Act of 1934, as amended.


 




    	 	-33-	 



     


    

 


“Exercise
Notice”: The meaning specified in Section 9.8.


 


“Expected
Portfolio Default Rate”: As of any date of determination, the number obtained by (a) summing the products for each Collateral
Obligation (other than Defaulted Obligations) of (i) the outstanding principal balance on such date of such Collateral Obligation
by (ii) the S&P Default Rate of such Collateral Obligation and (b) dividing such sum by the aggregate outstanding
principal balance on such date of all Collateral Obligations (other than Defaulted Obligations).


 


“Expense Reserve
Account”: The trust account established pursuant to Section 10.3(d).


 


“Facility
Size”: With respect to any credit facility on any date of determination, the maximum aggregate principal amount of indebtedness
for borrowed money that is or, in accordance with commitments to extend additional credit, may become outstanding under the term
loan agreement, revolving loan agreement or other similar credit agreement that governs such credit facility; provided that,
for this purpose, such aggregate principal amount shall include deposits and reimbursement obligations arising from drawings pursuant
to letters of credit and other similar instruments.


 


“Failed Optional
Redemption”: Any announced Optional Redemption (i) with respect to which notice of redemption has been given pursuant
to Section 9.4, (ii) such notice is no longer capable of being withdrawn pursuant to Section 9.4(c), and (iii) the
Issuer has insufficient funds to pay the Redemption Prices due and payable on the Secured Notes in respect of such announced Optional
Redemption on the related Redemption Date in accordance with the Priority of Payments.


 


“Federal Reserve
Board”: The Board of Governors of the Federal Reserve System.


 


“Fee Basis
Amount”: As of any date of determination, the sum of (a) the Collateral Principal Amount, (b) the aggregate
outstanding principal balance of all Defaulted Obligations and (c) the aggregate amount of all Principal Financed Accrued
Interest.


 


“Financial
Asset”: The meaning specified in Section 8-102(a)(9) of the UCC.


 


“Financing
Statements”: The meaning specified in Section 9-102(a)(39) of the UCC.


 


“First Interest
Determination End Date”: January 20, 2019.


 


“First-Lien
Last-Out Loan”: A Collateral Obligation that is a Senior Secured Loan that, prior to an event of default under the applicable
Underlying Instruments, is entitled to receive payments pari passu with other senior secured loans of the same Obligor,
but following an event of default under the applicable Underlying Instruments, such Collateral Obligation becomes fully subordinated
to other senior secured loans of the same Obligor and is not entitled to any payments until such other senior secured loans are
paid in full.


 


“Fitch”:
Fitch Ratings, Inc. and any successor thereto.


 




    	 	-34-	 



     


    

 


“Fitch Collateral
Value”: With respect to any Defaulted Obligation or Deferring Obligation, the lesser of (i) the product of the Fitch
Recovery Rate of such Defaulted Obligation or Deferring Obligation multiplied by its principal balance, in each case, as
of the relevant Measurement Date and (ii) the Market Value of such Defaulted Obligation or Deferring Obligation as of the relevant
Measurement Date; provided that if the Market Value cannot be determined for any reason, the Fitch Collateral Value shall
be determined in accordance with clause (i) above.


 


“Fitch Rating”:
The meaning specified in Schedule 7 hereto.


 


“Fitch Rating
Factor”: In respect of any Collateral Obligation, the number set forth in the table below opposite the Fitch Rating in
respect of such Collateral Obligation:


 


	
        Fitch
        Rating
	 	
        Fitch
        Rating

        Factor

	AAA	 	0.19
	AA+	 	0.35
	AA	 	0.64
	AA-	 	0.86
	A+	 	1.17
	A	 	1.58
	A-	 	2.25
	BBB+	 	3.19
	BBB	 	4.54
	BBB-	 	7.13
	BB+	 	12.19
	BB	 	17.43
	BB-	 	22.80
	B+	 	27.80
	B	 	32.18
	B-	 	40.60
	CCC+	 	62.80
	CCC	 	62.80
	CCC-	 	62.80
	CC	 	100.00
	C	 	100.00
	D	 	100.00


 


“Fitch Recovery
Rate”: The meaning specified in Schedule 7 hereto.


 


“Fitch Test
Matrix”: The meaning specified in Schedule 7 hereto.


 


“Fitch Weighted
Average Rating Factor”: The number determined by (a) summing the products of (i) the Principal Balance of each
Collateral Obligation multiplied by (ii) its Fitch Rating Factor, (b) dividing such sum by the aggregate Principal
Balance of all such Collateral Obligations and (c) rounding the result down to the nearest two decimal places. For the purposes
of determining the Principal Balance and aggregate Principal Balance of Collateral Obligations in this definition, the Principal
Balance of each Defaulted Obligation shall be excluded.


 




    	 	-35-	 



     


    

 


“Fixed Rate
Obligation”: Any Collateral Obligation that bears a fixed rate of interest.


 


“Floating
Rate Obligation”: Any Collateral Obligation that bears a floating rate of interest.


 


“FRB”:
The meaning specified in the definition of the terms “Deliver”, “Delivered” or “Delivery”.


 


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


 


“Global Note”:
The Global Secured Notes and the Rule 144A Global Subordinated Notes.


 


“Global Rating
Agency Condition”: With respect to any action taken or to be taken by or on behalf of the Issuer, satisfaction of the
S&P Rating Condition (to the extent applicable) together with prior notice to Fitch delivered at least five Business Days prior
to such action (to the extent that Fitch is rating any Notes then Outstanding).


 


“Global Secured
Note”: Any Regulation S Global Secured Note or Rule 144A Global Secured Note.


 


“Government
Security”: The meaning specified in the definition of the terms “Deliver”, “Delivered” or “Delivery”.


 


“Grant”
or “Granted”: To grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security
interest in and right of setoff against, deposit, set over and confirm. A Grant of the Assets, or of any other instrument, shall
include all rights, powers and options (but none of the obligations) of the granting party thereunder, including, the immediate
continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of the Assets, and all
other Monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to
exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive
anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.


 


“Group I Country”:
The Netherlands, Australia, Japan, Singapore and New Zealand (and any other additional countries as may be determined by the Collateral
Manager in its sole discretion which may be based on publicly available published criteria from Moody’s from time to time).


 


“Group II
Country”: Germany, Ireland, Sweden and Switzerland (and any other additional countries as may be determined by the Collateral
Manager in its sole discretion which may be based on publicly available published criteria from Moody’s from time to time).


 




    	 	-36-	 



     


    

 


“Group III
Country”: Austria, Belgium, Denmark, Finland, France, Luxembourg and Norway (and any other additional countries as may
be determined by the Collateral Manager in its sole discretion which may be based on publicly available published criteria from
Moody’s from time to time).


 


“Incurrence
Covenant”: A covenant by any borrower to comply with one or more financial covenants only upon the occurrence of certain
actions of the borrower, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.


 


“Indenture”:
This instrument as originally executed and, if from time to time supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended.


 


“Independent”:
As to any Person, any other Person (including, in the case of an accountant or lawyer, a firm of accountants or lawyers, and any
member thereof, or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any
material direct or any material indirect financial interest in such Person or in any Affiliate of such Person, and (ii) is
not connected with such Person as an Officer, employee, promoter, underwriter, voting trustee, partner, manager, director or Person
performing similar functions. “Independent” when used with respect to any accountant may include an accountant who
audits the books of such Person if in addition to satisfying the criteria set forth above, the accountant is independent with respect
to such Person within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public
Accountants. For purposes of this definition, no manager or director of any Person will fail to be Independent solely because such
Person acts as an independent manager or independent director thereof or of any such Person’s Affiliates.


 


Whenever any Independent
Person’s opinion or certificate is to be furnished to the Trustee, such opinion or certificate shall state that the signer
has read this definition and that the signer is Independent within the meaning hereof.


 


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.


 




    	 	-37-	 



     


    

 


“Independent
Manager”: A natural person who, (A) for the five-year period prior to his or her appointment as Independent Manager,
has not been, and during the continuation of his or her service as Independent Manager is not: (i) an employee, director, stockholder,
member, manager, partner or officer or direct or indirect legal or beneficial owner (or a Person who controls, whether directly,
indirectly, or otherwise any of the foregoing) of the Issuer, the member of the Issuer or any of their respective Affiliates (other
than his or her service as a special member or an independent manager of the Issuer or other Affiliates that are structured to
be “bankruptcy remote”); (ii) a customer, consultant, creditor, contractor or supplier (or a Person who controls, whether
directly, indirectly, or otherwise any of the foregoing) of the Issuer, the member of the Issuer or any of their respective Affiliates
(other than his or her service as a special member or an independent manager of the Issuer); (iii) affiliated with a tax-exempt
entity that receives significant contributions from the member of the Issuer or any of its Affiliates; or (iv) any member of the
immediate family of a person described in clause (i), (ii) or (iii) above (other than with respect to clause (i), (ii) or (iii)
relating to his or her service as (y) an Independent Manager of the Issuer or (z) an independent manager of any Affiliate of the
Issuer which is a bankruptcy remote limited purpose entity), and (B) has, (i) prior experience as an Independent Manager for a
corporation or limited liability company whose charter documents required the unanimous consent of all Independent Managers thereof
before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against
it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three
years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory,
management or placement services to issuers of securitization or structured finance instruments, agreements or securities.


 


“Index Maturity”:
With respect to any Class of Secured Notes, the period indicated with respect to such Class in Section 2.3.


 


“Industry
Diversity Measure”: As of any date of determination, the number obtained by dividing (a) 1 by (b) the sum
of the squares of the quotients, for each S&P Industry Classification, obtained by dividing (i) the aggregate outstanding
principal balance at such time of all Collateral Obligations (other than Defaulted Obligations) issued by Obligors that belong
to such S&P Industry Classification by (ii) the aggregate outstanding principal balance at such time of all Collateral
Obligations (other than Defaulted Obligations).


 


“Information”:
S&P’s “Credit Estimate Information Requirements” dated April 2011 and any other available information S&P
reasonably requests in order to produce a credit estimate for a particular asset.


 


“Information
Agent”: The Collateral Administrator.


 


“Initial Class
A Notes Purchaser”: The holder of a Supermajority of the Class A Notes on the Closing Date; provided that if such Person
no longer owns a beneficial interest in at least a Supermajority of the Class A Notes (or the Class A Notes are no longer Outstanding),
then there shall be no “Initial Class A Notes Purchaser”, unless such Person no longer owns a beneficial interest in
at least a Supermajority of the Class A Notes solely as the result of a Risk Retention Issuance, in which case such Person shall
remain the “Initial Class A Notes Purchaser” until such Person no longer owns a beneficial interest in at least a Supermajority
of the Class A Notes absent any Risk Retention Issuances. By accepting a Supermajority of the Class A Notes, the Initial Class
A Notes Purchaser has agreed to notify (which may be by email) the Trustee and the Collateral Manager no later than 30 days following
the date that such investor owns a beneficial interest in less than a Supermajority of the Aggregate Outstanding Amount of the
Class A Notes. The Trustee shall be entitled to assume the Initial Class A Notes Purchaser owns a Supermajority of the Class A
Notes until such notice is received.


 


“Initial Purchaser”:
Morgan Stanley & Co. LLC, in its capacity as initial purchaser of and placement agent for the Secured Notes under the Purchase
Agreement.


 




    	 	-38-	 



     


    

 


“Initial Rating”:
With respect to the Secured Notes, the rating or ratings, if any, indicated in Section 2.3.


 


“Initial Subordinated
Noteholder”: The Retention Provider, in its capacity as initial Subordinated Noteholder, together with its respective
successors and assigns.


 


“Institutional
Accredited Investor”: An Accredited Investor identified in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act.


 


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


 


“Interest
Accrual Period”: (i) With respect to the initial Payment Date following the Closing Date (or, in the case of a Re-Priced
Class or a Class that is subject to Refinancing or Notes issued in connection with an additional issuance, the first Payment Date
following the Re-Pricing Date, the Refinancing or the date of such additional issuance, respectively), the period from and including
the Closing Date (or, in the case of (x) a Refinancing, the date of issuance of the replacement notes or debt obligations and (y)
a Re-Pricing, the Re-Pricing Date) to but excluding such Payment Date; and (ii) with respect to each succeeding Payment Date, the
period from and including the immediately preceding Payment Date to but excluding the following Payment Date (or, in the case of
a Class that is being redeemed on a Partial Redemption Date, to but excluding such Partial Redemption Date) until the principal
of the Secured Notes is paid or made available for payment.


 


“Interest
Collection Subaccount”: The meaning specified in Section 10.2(a).


 


“Interest
Coverage Ratio”: For any designated Class or Classes of Secured Notes, as of any date of determination, the percentage
derived from the following equation: (A – B) / C, where:


 


A = The Collateral Interest Amount
as of such date of determination;


 


B = Amounts payable (or expected
as of the date of determination to be payable) on the following Payment Date as set forth in clauses (A) and (B) in
Section 11.1(a)(i); and


 


C = Interest due and payable
on the Secured Notes of such Class or Classes and each Class of Secured Notes that rank senior to or pari passu with such
Class or Classes (excluding Deferred Interest but including any interest on Deferred Interest with respect to the Class C-1 Notes,
the Class C-2 Notes and the Class D Notes) on such Payment Date.


 


“Interest
Coverage Test”: A test that is satisfied with respect to any Class or Classes of Secured Notes as of any date of determination
on, or subsequent to, the Determination Date occurring immediately prior to the second Payment Date, if (i) the Interest Coverage
Ratio for such Class or Classes on such date is at least equal to the Required Interest Coverage Ratio for such Class or Classes
or (ii) such Class or Classes of Secured Notes are no longer outstanding.


 




    	 	-39-	 



     


    

 


“Interest
Determination Date”: (a) With respect to the first Interest Accrual Period (x) for the period from and including the
Closing Date to but excluding the First Interest Determination End Date, the second London Banking Day preceding the Closing Date
and (y) for the period from and including the First Interest Determination End Date to but excluding the first Payment Date, the
second London Banking Day preceding the First Interest Determination End Date and (b) with respect to each Interest Accrual Period
thereafter, the second London Banking Day preceding the first day of each Interest Accrual Period; provided that, in connection
with any Refinancing upon a redemption of the Secured Notes in whole, but not in part, solely with respect to the first Interest
Accrual Period following the related Redemption Date, the Interest Determination Date for the replacement securities issued in
connection with such Refinancing will be determined by the Collateral Manager in connection with such Refinancing.


 


“Interest
Proceeds”: With respect to any Collection Period or Determination Date, without duplication, the sum of:


 


(i)          all
payments of interest and delayed compensation (representing compensation for delayed settlement) received in Cash by the Issuer
during the related Collection Period on the Collateral Obligations and Eligible Investments, including the accrued interest received
in connection with a sale thereof during the related Collection Period, less any such amount that represents Principal Financed
Accrued Interest;


 


(ii)         all
principal and interest payments received by the Issuer during the related Collection Period on Eligible Investments purchased with
Interest Proceeds;


 


(iii)        all
amendment and waiver fees, late payment fees and other fees received by the Issuer during the related Collection Period, except
for those in connection with (a) the lengthening of the maturity of the related Collateral Obligation if after such a lengthening,
the Weighted Average Life Test is not satisfied or (b) except with respect to call premiums or prepayment fees, the reduction
of the par amount of the related Collateral Obligation, in each case, as determined by the Collateral Manager with notice to the
Trustee and the Collateral Administrator;


 


(iv)        commitment
fees and other similar fees received by the Issuer during such Collection Period in respect of Revolving Collateral Obligations
and Delayed Drawdown Collateral Obligations;


 


(v)         any
amounts deposited in the Expense Reserve Account as Interest Proceeds pursuant to Section 3.1(xi)(B);


 


(vi)        any
Trading Gains realized (and not previously distributed) in respect of any Collateral Obligation so long as the Retention Basis
Amount is greater than or equal to 100% of the Reinvestment Target Par Balance as of such Determination Date (and after giving
effect to any designation as Interest Proceeds pursuant to this clause (vi)) and to the extent that the deposit of such amounts
into the Principal Collection Subaccount as Principal Proceeds would, in the sole determination of the Collateral Manager, cause
(or would be likely to cause) an E.U. Retention Deficiency (it being understood that the amount of Trading Gains which are not
deposited into the Interest Collection Subaccount as Interest Proceeds pursuant to this clause (vi) will constitute Principal Proceeds);
provided that Trading Gains shall not, at any time, be classified as Interest Proceeds unless, after giving effect to such
designation, the Overcollateralization Ratio for the Class D Notes is equal to or greater than 122.70%;


 




    	 	-40-	 



     


    

 


(vii)       any
Designated Principal Proceeds and any Designated Unused Proceeds;


 


(viii)      any
Principal Proceeds designated by the Collateral Manager (with notice to the Collateral Administrator) as Interest Proceeds in connection
with any Refinancing pursuant to which the Class A Notes are being refinanced, up to the Excess Par Amount for payment on the Redemption
Date of a Refinancing; provided that, for purposes of this clause (viii), such Principal Proceeds shall not, at any time,
be designated as Interest Proceeds unless, after giving effect to such designation, (w) the Overcollateralization Ratio for the
Class B Notes is equal to or greater than 154.85%, (x) the Overcollateralization Ratio for the Class C Notes is equal to or greater
than 134.45%, (y) all Concentration Limitations are satisfied (other than (vi)) and (z) all Collateral Quality Tests are satisfied;


 


(ix)         any
Contributions made to the Issuer which are designated as Interest Proceeds as permitted by this Indenture;


 


(x)          net
proceeds from the issuance of additional Subordinated Notes that have been designated as Interest Proceeds by the Collateral Manager
with the consent of a Majority of the Subordinated Notes; and


 


(xi)         any
amounts deposited in the Interest Reserve Account as Interest Proceeds;


 


provided that
any amounts received in respect of any Defaulted Obligation will constitute Principal Proceeds (and not Interest Proceeds) until
the aggregate of all collections in respect of such Defaulted Obligation since it became a Defaulted Obligation equals the outstanding
principal balance of such Collateral Obligation at the time it became a Defaulted Obligation; provided further that capitalized
interest shall not constitute Interest Proceeds. Notwithstanding the foregoing, the Collateral Manager may designate in its discretion
(to be exercised on or before the related Determination Date), on any date after the first Payment Date, that any portion of Interest
Proceeds in a Collection Period be deemed to be Principal Proceeds so long as the Collateral Manager believes that such designation
will not result in an Event of Default pursuant to clause (a) of the definition thereof on the next succeeding Payment Date.


 


“Interest
Rate”: With respect to each Class of Secured Notes, the per annum stated interest rate payable on such Class with
respect to each Interest Accrual Period equal to LIBOR for such Interest Accrual Period plus the spread specified in Section 2.3.


 


“Interest
Reserve Account”: The account established pursuant to Section 10.3(f).


 


“Interest
Reserve Amount”: U.S.$1,000,000.


 


“Intervening
Event”: With respect to any Trading Plan, the prepayment of any Collateral Obligation included in such Trading Plan or
any change in any characteristic of any Collateral Obligation (or the obligor thereof) relevant to any Investment Criteria, in
each case to the extent beyond the Issuer’s or the Collateral Manager’s control, so long as no other Collateral Obligation
(or the obligor thereof) included in such Trading Plan had any change in any characteristic relevant to any Investment Criteria
since the first day of the related Trading Plan Period.


 




    	 	-41-	 



     


    

 


“Investment
Advisers Act”: The Investment Advisers Act of 1940, as amended.


 


“Investment
Criteria Adjusted Balance”: With respect to each Collateral Obligation, the outstanding principal balance of such Collateral
Obligation; provided that the Investment Criteria Adjusted Balance of any:


 


		(i)	Deferring Obligation will be the S&P Collateral Value
of such Deferring Obligation;



 


		(ii)	Defaulted Obligation will be the S&P Collateral Value
of such Defaulted Obligation;



 


		(iii)	Discount Obligation, will be the product of the (x) purchase
price (expressed as a percentage of par) and (y) the principal balance of such Collateral Obligation;



 


		(iv)	Long-Dated Obligation will be its value in the Long-Dated
Obligation Amount; and



 


		(v)	Collateral Obligation included in the CCC Excess will
be the Market Value of such Collateral Obligation;



 


provided further
that the Investment Criteria Adjusted Balance for any Collateral Obligation that satisfies more than one of the definitions of
Deferring Obligation, Defaulted Obligation or Discount Obligation and/or is included in the CCC Excess will be the lowest amount
determined pursuant to clauses (i) – (v) above.


 


“Investment
Criteria”: The criteria specified in Section 12.2.


 


“IRS”:
The U.S. Internal Revenue Service.


 


“Issuer”:
The Person named as such on the first page of this Indenture until a successor Person shall have become the Issuer pursuant to
the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.


 


“Issuer Order”
and “Issuer Request”: A written order or request (which may be a standing order or request) dated and signed
in the name of the Issuer or by a Responsible Officer of the Issuer or the Issuer or by the Collateral Manager by a Responsible
Officer thereof, on behalf of the Issuer. An order or request provided in a facsimile, email or other electronic communication
by a Responsible Officer of the Issuer or the Issuer or by a Responsible Officer of the Collateral Manager on behalf of the Issuer
shall constitute an Issuer Order, in each case except to the extent the Trustee requests otherwise.


 


“Issuer’s
Website”: The internet website of the Issuer, initially located at www.structuredfn.com access to which is limited to
Fitch and S&P and to NRSRO’s that have provided an NRSRO Certification.


 




    	 	-42-	 



     


    

 


“Junior Class”:
With respect to a particular Class of Notes, each Class of Notes that is subordinated to such Class, as indicated in Section 2.3.


 


“Knowledgeable
Employee”: The meaning set forth in Rule 3c-5(a)(4) promulgated under the 1940 Act.


 


“LIBOR”:
The meaning set forth in Exhibit C hereto.


 


“LIBOR Floor
Obligation”: As of any date of determination, a Floating Rate Obligation (a) the interest in respect of which is paid
based on a London interbank offered rate and (b) that provides that such London interbank offered rate is (in effect) calculated
as the greater of (i) a specified “floor” rate per annum and (ii) the London interbank offered rate for the
applicable interest period for such Collateral Obligation.


 


“Lien”:
Any grant of a security interest in, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever,
including, without limitation, any conditional sale or other title retention agreement, and any financing lease having substantially
the same economic effect as any of the foregoing (including any UCC financing statement or any similar instrument filed against
a Person’s assets or properties).


 


“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.


 


“London Banking
Day”: A day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency
deposits) in London, England.


 


“Long-Dated
Obligation”: Any Collateral Obligation (or portion thereof) with a maturity later than the earliest Stated Maturity of
the Notes (including, for the avoidance of doubt, any Permitted Maturity Obligation).


 


“Long-Dated
Obligation Amount”: As of any date of determination, for each Long-Dated Obligation, an amount equal to the product of
the Principal Balance of such Long-Dated Obligation multiplied by 70%.


 


“Maintenance
Covenant”: A covenant by any borrower to comply with one or more financial covenants during each reporting period, whether
or not such borrower has taken any specified action and includes a covenant that applies only when the related Loan is funded.


 


“Majority”:
With respect to any Class or Classes of Notes, the Holders of more than 50% of the Aggregate Outstanding Amount of the Notes of
such Class or Classes, as applicable.


 


“Margin Stock”:
“Margin Stock” as defined under Regulation U issued by the Federal Reserve Board, including any debt security which
is by its terms convertible into “Margin Stock.”


 




    	 	-43-	 



     


    

 


“Market Value”:
With respect to any loans or other assets, the amount (determined by the Collateral Manager) equal to the product of the Principal
Balance thereof and the price (expressed as a percentage of par) determined in the following manner:


 


(i)          the
bid price determined by the Loan Pricing Corporation, LoanX Inc., Markit Group Limited or any other nationally recognized pricing
service subscribed to by the Collateral Manager; or


 


(ii)         if
the price described in clause (i) is not available or the Collateral Manager determines in accordance with the Collateral
Manager Standard that such price does not reflect the value of such asset;


 


(A)         the
average of the bid prices determined by three broker-dealers active in the trading of such asset that are Independent (without
giving effect to the last sentence in the definition thereof) from each other and the Issuer and the Collateral Manager;


 


(B)         if
only two such bids can be obtained, the lower of the bid prices of such two bids; or


 


(C)         if
only one such bid can be obtained, and such bid was obtained from a Qualified Broker/Dealer, such bid; or


 


(iii)        if
a value cannot be obtained by the Collateral Manager exercising reasonable efforts pursuant to the means contemplated by clauses
(i) or (ii), the value determined as the bid side market value of such Collateral Obligation as reasonably determined by the Collateral
Manager (so long as the Collateral Manager is a Registered Investment Adviser, or has applied to be a Registered Investment Adviser)
consistent with the Collateral Manager Standard and certified by the Collateral Manager to the Trustee; or


 


(iv)        if
the Market Value of an asset is not determined in accordance with clause (i), (ii) or (iii) above, then such Market Value
shall be deemed to be zero until such determination is made in accordance with clause (i), (ii) or (iii) above.


 


“Master Loan
Sale Agreements”: Collectively, the Closing Date Master Loan Sale Agreement and the Retention Provider Master Loan Sale
Agreement.


 


“Material
Covenant Default”: A default by an Obligor with respect to any Collateral Obligation, and subject to any grace periods
contained in the related Underlying Instruments, that gives rise to the right of the lender(s) thereunder to accelerate the principal
of such Collateral Obligation.


 


“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 or by declaration of acceleration, call for redemption or otherwise.


 




    	 	-44-	 



     


    



  


“Maturity Amendment”:
An amendment (other than in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout of the Obligor
thereof) to the Underlying Instruments governing a Collateral Obligation that extends the stated maturity of such Collateral Obligation.
For the avoidance of doubt, an amendment that would extend the stated maturity date of any tranche of the credit facility of which
a Collateral Obligation is part, but would not extend the stated maturity date of the Collateral Obligation held by the Issuer,
does not constitute a Maturity Amendment.


 


“Maximum Fitch
Rating Factor Test”: A test that will be satisfied on any date of determination if the Fitch Weighted Average Rating
Factor as at such date is less than or equal to the applicable level in the Fitch Test Matrix.


 


“Measurement Date”:
(i) Any day on which a purchase of a Collateral Obligation occurs, (ii) any Determination Date, (iii) the date as
of which the information in any Monthly Report is calculated, (iv) with five Business Days prior written notice, any Business
Day requested by either Rating Agency and (v) the Effective Date.


 


“Merging Entity”:
The meaning specified in Section 7.10.


 


“Middle Market
Loan”: Any Loan other than a Broadly Syndicated Loan.


 


“Minimum Fitch
Floating Spread”: As of any date of determination, the weighted average spread (expressed as a percentage) applicable
to the current Fitch Test Matrix selected by the Collateral Manager.


 


“Minimum Fitch
Floating Spread Test”: A test that will be satisfied on any date of determination if the Weighted Average Floating Spread
plus the Excess Weighted Average Coupon equals or exceeds the Minimum Fitch Floating Spread.


 


“Minimum Floating
Spread”: The applicable percentage set forth in the definition of “S&P CDO Monitor” upon the option chosen
by the Collateral Manager in accordance with Section 2 of Schedule 4.


 


“Minimum Floating
Spread Test”: The test that is satisfied on any date of determination if the Weighted Average Floating Spread plus
the Excess Weighted Average Coupon equals or exceeds the Minimum Floating Spread.


 


“Minimum Weighted
Average Coupon”: If any of the Collateral Obligations are Fixed Rate Obligations, 8.00%.


 


“Minimum Weighted
Average Coupon Test”: A test that is satisfied on any date of determination as of which the Collateral Obligations include
any Fixed Rate Obligations if the Weighted Average Coupon plus the Excess Weighted Average Floating Spread equals or exceeds
the Minimum Weighted Average Coupon.


 


“Minimum Weighted
Average Fitch Recovery Rate Test”: A test that will be satisfied on any date of determination if the Weighted Average
Fitch Recovery Rate is greater than or equal to the applicable level in the Fitch Test Matrix.


 






    	 	-45-	 



     


    

  


“Minimum Weighted
Average S&P Recovery Rate Test”: A test that will be satisfied on any date of determination, during any S&P CDO
Monitor Election Period if the Weighted Average S&P Recovery Rate for the most senior Class of Secured Notes Outstanding equals
or exceeds the Weighted Average S&P Recovery Rate for such Class selected by the Collateral Manager in connection with the
S&P CDO Monitor.


 


“Money”:
The meaning specified in Section 1-201(24) of the UCC.


 


“Monthly Report”:
The meaning specified in Section 10.7(a).


 


“Monthly Report
Determination Date”: The meaning specified in Section 10.7(a).


 


“Moody’s”:
Moody’s Investors Service, Inc. and any successor thereto.


 


“Moody’s
Default Probability Rating”: With respect to any Collateral Obligation, the rating determined pursuant to Schedule 3
hereto (or such other schedule provided by Moody’s to the Issuer, the Trustee, the Collateral Administrator and the Collateral
Manager).


 


“Moody’s
Derived Rating”: With respect to any Collateral Obligation whose Moody’s Rating or Moody’s Default Probability
Rating cannot otherwise be determined pursuant to the definitions thereof, the rating determined for such Collateral Obligation
as set forth in Schedule 3 hereto (or such other schedule provided by Moody’s to the Issuer, the Trustee, the
Collateral Administrator and the Collateral Manager).


 


“Moody’s
Rating”: With respect to any Collateral Obligation, the rating determined pursuant to Schedule 3 hereto (or
such other schedule provided by Moody’s to the Issuer, the Trustee, the Collateral Administrator and the Collateral Manager).


 


“Net Exposure
Amount”: As of the applicable Cut-Off Date, with respect to any Collateral Obligation which is a Revolving Collateral
Obligation or Delayed Drawdown Collateral Obligation, the lesser of (i) the aggregate amount of the then unfunded funding obligations
thereunder and (ii) the amount necessary to cause, on the applicable Cut-Off Date with respect to such Collateral Obligation, the
amount of funds on deposit in the Revolver Funding Account to be at least equal to the sum of the unfunded funding obligations
under all Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations then included in the Assets.


 


“Net Purchased
Loan Balance”: As of any date of determination, an amount equal to (a) the sum of (i) the aggregate principal balance
of all Collateral Obligations conveyed by the E.U. Retention Provider to the Issuer prior to such date, calculated as of the respective
Cut-Off Dates of such Collateral Obligations, and (ii) the aggregate principal balance of all Collateral Obligations acquired by
the Issuer other than from the E.U. Retention Provider prior to such date minus (b) the aggregate principal balance of all
Collateral Obligations sold to, or otherwise transferred to, the E.U. Retention Provider prior to such date.


 


“Non-Call Period”:
The period from the Closing Date to January 20, 2021.


 






    	 	-46-	 



     


    

 


“Non-Emerging
Market Obligor”: An Obligor that is Domiciled in (a) the United States of America, (b) any country that has a foreign
currency government bond rating of at least “Aa3” by Moody’s and a foreign currency issuer credit rating of at
least “AA-” by S&P or (c) a Tax Jurisdiction.


 


“Non-Permitted
ERISA Holder”: The meaning specified in Section 2.11(d).


 


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


 


“Non-U.S. Beneficial
Ownership Certification”: The meaning specified in Section 2.2(b)(i).


 


“Note Interest
Amount”: With respect to any Class of Secured Notes and any Payment Date, the amount of interest for the related Interest
Accrual Period payable in respect of each U.S.$100,000 of outstanding principal amount of such Class of Secured Notes.


 


“Note Payment
Sequence”: The application, in accordance with the Priority of Payments, of Interest Proceeds or Principal Proceeds,
as applicable, in the following order:


 


(i)         to
the payment of principal of the Class A Notes until the Class A Notes have been paid in full;


 


(ii)        to
the payment of principal of the Class B Notes until the Class B Notes have been paid in full;


 


(iii)       to
the payment of (1) first, any accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred
Interest) on the Class C-1 Notes and the Class C-2 Notes allocated in proportion to the amounts of accrued and unpaid interest
payable on each such Class and (2) second, to the payment of any Deferred Interest on the Class C-1 Notes and the Class
C-2 Notes allocated in proportion to the amounts of Deferred Interest on each such Class, in each case, until such amounts have
been paid in full;


 


(iv)       to
the payment of principal of the Class C-1 Notes and the Class C-2 Notes, based on their respective Aggregate Outstanding Amounts,
until the Class C Notes have been paid in full;


 


(v)        to
the payment of (1) first, any accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred
Interest) on the Class D Notes and (2) second, to the payment of any Deferred Interest on the Class D Notes, in each case,
until such amounts have been paid in full; and


 


(vi)       to
the payment of principal of the Class D Notes, until the Class D Notes have been paid in full.


 


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


 






    	 	-47-	 



     


    

 


“Notes”:
Collectively, the Secured Notes and the Subordinated Notes authorized by, and authenticated and delivered under, this Indenture
(as specified in Section 2.4) or any supplemental indenture (and including any Additional Notes issued hereunder pursuant
to Section 2.13).


 


“NRSRO”:
A nationally recognized statistical rating organization registered with the SEC under the Exchange Act.


 


“NRSRO Certification”:
A certification substantially in the form of Exhibit E executed by a NRSRO in favor of the Issuer that states that such
NRSRO has provided the Issuer with the appropriate certifications under Exchange Act Rule 17g-5(e) and that such NRSRO has access
to the Issuer’s Website.


 


“Obligor”:
With respect to any Collateral Obligation, any Person or Persons obligated to make payments pursuant to or with respect to such
Collateral Obligation, including any guarantor thereof, but excluding, in each case, any such Person that is an obligor or guarantor
that is in addition to the primary obligors or guarantors with respect to the assets, cash flows or credit on which the related
Collateral Obligation is principally underwritten.


 


“Obligor Diversity
Measure”: As of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the
squares of the quotients, for each Obligor, obtained by dividing (i) the aggregate outstanding principal balance at such
time of all Collateral Obligations (other than Defaulted Obligations) issued by such Obligor by (ii) the aggregate outstanding
principal balance at such time of all Collateral Obligations (other than Defaulted Obligations).


 


“Offer”:
The meaning specified in Section 10.8(c).


 


“Offering”:
The offering of the Notes by the Issuer on the Closing Date pursuant to this Indenture and the other Transaction Documents.


 


“Offering Circular”:
Each offering circular relating to the offer and sale of the Notes, including any supplements thereto.


 


“Officer”:
(a) With respect to the Issuer and any limited liability company, any managing member or manager thereof or any person to whom
the rights and powers of management thereof are delegated in accordance with the limited liability company agreement of such limited
liability company and (b) with respect to the Collateral Manager, any manager of the Collateral Manager or any duly authorized
officer of the Collateral Manager (as indicated on an incumbency certificate delivered to the Trustee) with direct responsibility
for the administration of the Collateral Management Agreement and this Indenture and also, with respect to a particular matter,
any other duly authorized officer of the Collateral Manager to whom such matter is referred because of such officer’s knowledge
of and familiarity with the particular subject.


 






    	 	-48-	 



     


    

 


“Opinion of Counsel”:
A written opinion addressed to the Trustee and, if required by the terms hereof, each Rating Agency, in form and substance reasonably
satisfactory to the Trustee (and, if so addressed, each Rating Agency), of an attorney admitted to practice, or a nationally or
internationally recognized and reputable law firm one or more of the partners of which are admitted to practice, before the highest
court of any State of the United States or the District of Columbia, which attorney or law firm, as the case may be, may, except
as otherwise expressly provided herein, be counsel for the Issuer, and which attorney or law firm, as the case may be, shall be
reasonably satisfactory to the Trustee. Whenever an Opinion of Counsel is required 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 be addressed to the Trustee (and, if required by the terms hereof, each Rating Agency) or shall state that
the Trustee (and, if required by the terms hereof, each Rating Agency) shall be entitled to rely thereon.


 


“Optional Redemption”:
A redemption of the Notes in accordance with Section 9.2.


 


“Other Plan Law”:
Any state, local, federal, non-U.S. or other laws or regulations that are substantially similar to the prohibited transaction provisions
of Section 406 of ERISA or Section 4975 of the Code.


 


“Outstanding”:
With respect to the Notes or the Notes of any specified Class, as of any date of determination, all of the Notes or all of the
Notes of such Class, as the case may be, theretofore authenticated and delivered under this Indenture, except:


 


(i)         Notes
theretofore canceled by the Registrar or delivered to the Registrar for cancellation in accordance with the terms of Section
2.9 (including, without limitation and for the avoidance of doubt, pursuant to Section 9.7);


 


(ii)        Notes
or portions thereof for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited with
the Trustee or any Paying Agent in trust for the Holders of such Notes pursuant to Section 4.1(a)(ii); provided
that if such Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture
or provision therefor satisfactory to the Trustee has been made;


 


(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;


 


provided that in determining whether
the Holders of the requisite Aggregate Outstanding Amount of any Class of Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (a) Notes owned by the Issuer or (only in the case of a vote on (i) the
removal of the Collateral Manager for “cause” and (ii) the waiver of any event constituting “cause”,
in each case, unless all Notes of such Class are Collateral Manager Notes) Collateral Manager Notes shall be disregarded and deemed
not to be Outstanding, except that (x) 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, based
solely on transfer certificates received pursuant to the terms of Section 2.5, to be so owned shall be so disregarded and
(y) if all Notes of such Class are Collateral Manager Notes, Collateral Manager Notes shall not be so disregarded and (b) Notes
so owned that have been pledged in good faith shall be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction
of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not one of the Persons specified
above.


 






    	 	-49-	 



     


    

 


“Overcollateralization
Ratio”: With respect to any specified Class or Classes of Secured Notes as of any date of determination, the percentage
derived from: (i) the Adjusted Collateral Principal Amount on such date divided by (ii) the Aggregate Outstanding
Amount on such date of the Secured Notes of such Class or Classes (including, in the case of the Class C Notes and the Class D
Notes, any accrued Deferred Interest that remains unpaid), each Priority Class of Secured Notes and each Pari Passu Class of Secured
Notes.


 


“Overcollateralization
Ratio Test”: A test that is satisfied with respect to any designated Class or Classes of Secured Notes as of any date
of determination on which such test is applicable if (i) the Overcollateralization Ratio for such Class or Classes on such date
is at least equal to the Required Overcollateralization Ratio for such Class or Classes or (ii) such Class or Classes of Secured
Notes is no longer Outstanding.


 


“Pari Passu Class”:
With respect to any specified Class of Notes, each Class of Notes that ranks pari passu to such Class, as indicated in Section 2.3.


 


“Partial Redemption
Date”: Any date on which a Refinancing of one or more but not all Classes of Secured Notes occurs.


 


“Partial Refinancing
Interest Proceeds”: In connection with a Refinancing in part by Class of one or more Classes of Secured Notes, with respect
to each such Class, Interest Proceeds up to the amount of accrued and unpaid interest on such Class, but only to the extent that
such Interest Proceeds would be available under the Priority of Payments to pay accrued and unpaid interest on such Class on the
date of a Refinancing of such Class (or, in the case of a Refinancing occurring on a date other than a Payment Date (without giving
effect to clause (ii) of the definition thereof), only to the extent that the Collateral Manager determines that such Interest
Proceeds would be available under the Priority of Payments to pay accrued and unpaid interest on such Class on the next Payment
Date, taking into account Scheduled Distributions on the Assets that are expected to be received prior to the next Determination
Date).


 


“Participation
Interest”: An undivided 100% participation interest in a loan that, at the time of acquisition, or the Issuer’s
commitment to acquire the same, satisfies each of the following criteria: (i) such participation would constitute a Collateral
Obligation were it acquired directly, (ii) the seller of the participation is the lender on the loan, (iii) the aggregate participation
in the loan does not exceed the principal amount or commitment of such loan, (iv) such participation does not grant, in the aggregate,
to the participant in such participation a greater interest than the seller 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 its acquisition (or, in the case of a participation in a Revolving Collateral
Obligation or Delayed Drawdown Collateral Obligation, at the time of the funding of such loan), (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; provided that,
any Closing Date Participation Interest shall be deemed to (a) be a Collateral Obligation for all purposes under the Indenture
(provided that the related Senior Secured Loan or Second Lien Loan in which such Closing Date Participation Interest is granted
satisfies the definition of Collateral Obligation) and (b) not be a Participation Interest until the 90th day following the Closing
Date if such Closing Date Participation Interest has not been elevated by such day. For the avoidance of doubt a Participation
Interest shall not include a sub-participation interest in any loan.


 






    	 	-50-	 



     


    

 


“Partner”:
The meaning specified in Section 7.17(a).


 


“Partnership Interest”:
The meaning specified in Section 7.17(a).


 


“Partnership Representative”:
The meaning specified in Section 7.17(l).


 


“Partnership Tax
Audit Rules”: The meaning specified in Section 7.17(l).


 


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


 


“Payment Account”:
The payment account of the Trustee established pursuant to Section 10.3(a).


 


“Payment Date”:
(i) Each of the 20th day of January, April, July and October of each year (or, if such day is not a Business Day, the next succeeding
Business Day), commencing in April 2019, except that the final Payment Date (subject to any earlier redemption or payment of the
Notes) shall be the latest Stated Maturity, (ii) each Redemption Date (other than a Redemption Date in connection with a Failed
Optional Redemption or a Redemption Date in connection with a redemption of Secured Notes in part by Class) and Re-Pricing Date
and (iii) after the date on which no Secured Notes are deemed or considered Outstanding, any Business Day that the Collateral Manager
shall designate as a “Payment Date” pursuant to Section 11.1(f).


 


“PBGC”:
The United States Pension Benefit Guaranty Corporation.


 


“Permitted Deferrable
Obligation”: Any Deferrable Obligation that (or the Underlying Instruments of which) carries a current cash pay interest
rate of not less than (a) in the case of a Floating Rate Obligation, LIBOR plus 1.00% per annum or (b) in the case
of a Fixed Rate Obligation, the zero-coupon swap rate in a fixed/floating interest rate swap with a term equal to five years.


 


“Permitted Liens”:
With respect to the Assets: (i) security interests, liens and other encumbrances created pursuant to the Transaction Documents,
(ii) with respect to agented Collateral Obligations, security interests, liens and other encumbrances in favor of the lead agent,
the collateral agent or the paying agent on behalf of all holders of indebtedness of such Obligor under the related facility, (iii)
with respect to any Equity Security, any security interests, liens and other encumbrances granted on such Equity Security to secure
indebtedness of the related Obligor and/or any security interests, liens and other rights or encumbrances granted under any governing
documents or other agreement between or among or binding upon the Issuer as the holder of equity in such Obligor and (iv) security
interests, liens and other encumbrances, if any, which have priority over first priority perfected security interests in the Collateral
Obligations or any portion thereof under the UCC or any other applicable law.


 






    	 	-51-	 



     


    

 


“Permitted Maturity
Obligation”: A Loan that at both the time of initial acquisition by the Issuer and as of the most recent Measurement
Date matures after the earliest Stated Maturity (but no later than two years following such Stated Maturity) of the Secured Notes.


 


“Permitted Offer”:
An Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Obligation)
in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such debt
obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in its reasonable
commercial judgment that the offeror has sufficient access to financing to consummate the Offer.


 


“Permitted Use”:
With respect to any amount on deposit in the Supplemental Reserve Account, any of the following uses: (i) the transfer of the applicable
portion of such amount to the Collection Account for application as Principal Proceeds; provided that amounts designated
as Principal Proceeds pursuant to this clause (i) shall not be re-designated as Interest Proceeds; (ii) the repurchase of Secured
Notes of any Class through a tender offer, in the open market, or in a private negotiated transaction (in each case, subject to
applicable law and the provisions of Section 9.7); (iii) the purchase of one or more Specified Equity Securities; (iv) after
the Non-Call Period, to pay expenses or other amounts due in connection with an Optional Redemption and (v) any other application
or purpose not specifically prohibited by this Indenture.


 


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


 


“Portfolio Company”:
Any company that at the time the Loan is acquired by the Issuer is controlled by the Collateral Manager, an Affiliate thereof,
or an account, fund, client or portfolio established and controlled by the Collateral Manager or an Affiliate thereof.


 


“Post-Reinvestment
Period Settlement Obligation”: The meaning specified in Section 12.2.


 


“Principal Balance”:
Subject to Section 1.3, with respect to (a) any Asset other than a Revolving Collateral Obligation or Delayed
Drawdown Collateral Obligation, as of any date of determination, the outstanding principal amount of such Asset (excluding any
capitalized interest) and (b) any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of any
date of determination, the outstanding principal amount of such Revolving Collateral Obligation or Delayed Drawdown Collateral
Obligation (excluding any capitalized interest), plus (except as expressly set forth herein) any undrawn commitments
that have not been irrevocably reduced or withdrawn with respect to such Revolving Collateral Obligation or Delayed Drawdown Collateral
Obligation; provided that for all purposes the Principal Balance of any Equity Security or interest only strip shall be
deemed to be zero.


 






    	 	-52-	 



     


    

 


“Principal Collection
Subaccount”: The meaning specified in Section 10.2(a).


 


“Principal Financed
Accrued Interest”: The amount of Principal Proceeds, if any, applied towards the purchase of accrued interest on a Collateral
Obligation.


 


“Principal Proceeds”:
With respect to any Collection Period or Determination Date, all amounts received by the Issuer during the related Collection Period
that do not constitute Interest Proceeds and any other amounts that have been designated as Principal Proceeds pursuant to the
terms of this Indenture.


 


“Priority Category”:
With respect to any Collateral Obligation, the applicable category listed in the table under the heading “Priority Category”
in Section 1(b) of Schedule 4.


 


“Priority Class”:
With respect to any specified Class of Notes, each Class of Notes that ranks senior to such Class, as indicated in Section 2.3.


 


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


 


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


 


“Proposed Portfolio”:
The portfolio of Collateral Obligations and Eligible Investments resulting from the proposed purchase, sale, maturity or other
disposition of a Collateral Obligation or a proposed reinvestment in an additional Collateral Obligation, as the case may be.


 


“Prospectus Directive”:
European Union Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), including any relevant implementing measure
in a Relevant Member State.


 


“Purchase Agreement”:
The agreement dated as of November 1, 2018, among the Issuer, the Retention Provider and the Initial Purchaser, as amended from
time to time.


 


“QIB/QP”:
Any Person that, at the time of its acquisition, purported acquisition or proposed acquisition of Notes is both a Qualified Institutional
Buyer and a Qualified Purchaser.


 


“Qualified Broker/Dealer”:
Any of Bank of America/Merrill Lynch; The Bank of Montreal; The Bank of New York Mellon; Barclays Bank plc; BNP Paribas; Broadpoint
Securities; Calyon; Citibank, N.A.; Credit Agricole S.A.; Canadian Imperial Bank of Commerce; Credit Suisse; Deutsche Bank AG;
Dresdner Bank AG; GE Capital; Goldman Sachs & Co.; Guggenheim Securities LLC; HSBC Bank; Imperial Capital LLC; Jefferies &
Company, Inc.; JPMorgan Chase Bank, N.A.; Key Bank National Association; Lloyds TSB Bank; Madison Capital; Merrill Lynch, Pierce,
Fenner & Smith Incorporated; Morgan Stanley & Co.; Natixis; NewStar Financial, Inc.; Northern Trust Company; Royal Bank
of Canada; The Royal Bank of Scotland plc; Société Générale; SunTrust Bank, Inc.; The Toronto-Dominion
Bank; UBS AG; U.S. Bank National Association; and Wells Fargo Bank, National Association, and any successor or successors to each
of the foregoing.


 






    	 	-53-	 



     


    

 


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


 


“Qualified Purchaser”:
The meaning specified in Section 2(a)(51) of the 1940 Act and Rule 2a51-1, 2a51-2 or 2a51-3 under the 1940 Act.


 


“Ramp-Up Account”:
The trust account established pursuant to Section 10.3(c).


 


“Rating Agency”:
Each of Fitch and S&P, or, with respect to Assets generally, if at any time Fitch or S&P ceases to provide rating services
with respect to debt obligations, any other nationally recognized investment rating agency selected by the Issuer (or the Collateral
Manager on behalf of the Issuer).


 


“Record Date”:
With respect to any applicable Payment Date, Redemption Date, Redemption Distribution Date or Re-Pricing Date, (i) with respect
to the Global Secured Notes and the Rule 144A Global Subordinated Notes, the date one day prior to such Payment Date, Redemption
Date, Redemption Distribution Date or Re-Pricing Date, as applicable, and (ii) with respect to the Certificated Secured Notes and
the Certificated Subordinated Notes, the last day of the month immediately preceding such Payment Date, Redemption Date, Redemption
Distribution Date or Re-Pricing Date, as applicable (whether or not a Business Day) (or, after the date on which no Secured Notes
are deemed or considered Outstanding, the Business Day preceding such Payment Date).


 


“Redemption Date”:
Any Business Day specified for a redemption of Notes pursuant to Article IX (other than a mandatory redemption pursuant
to Section 9.1).


 


“Redemption Distribution
Date”: The meaning set forth in Section 9.2(j).


 


“Redemption Distribution
Direction”: The meaning set forth in Section 10.7(j).


 


“Redemption Price”:
(a) For each Secured Note to be redeemed (x) 100% of the Aggregate Outstanding Amount of such Secured Note, plus (y) accrued
and unpaid interest thereon (including any defaulted interest and any accrued and unpaid interest thereon and any Deferred Interest
and any accrued and unpaid interest thereon) to the Redemption Date or Re-Pricing Date, as applicable, and (b) for each Subordinated
Note, (x) if such Subordinated Note is being redeemed in connection with a liquidation of Assets, its proportional share (based
on the outstanding principal amount of such Subordinated Note) of the amount of the proceeds of the Assets remaining after giving
effect to the Optional Redemption, Tax Redemption or Clean-Up Call Redemption of the Secured Notes in whole or after all of the
Secured Notes have been repaid in full and payment in full of (and/or creation of a reserve for) all expenses (including all Aggregate
Collateral Management Fees and Administrative Expenses) of the Issuer or (y) if such Subordinated Note is being redeemed upon the
occurrence of a Refinancing of all of the Secured Notes, the applicable Subordinated Note Redemption Price; provided that,
in connection with any Re-Pricing, Tax Redemption, Optional Redemption or Clean-Up Call Redemption of the Secured Notes in whole,
holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption
Price that would otherwise be payable to the holders of such Class of Secured Notes, and such price shall be the “Redemption
Price”.


 






    	 	-54-	 



     


    

 


“Reference Banks”:
The meaning specified in Exhibit C hereto.


 


“Refinancing”:
A loan or an issuance of replacement securities, whose terms in each case will be negotiated by the Collateral Manager on behalf
of the Issuer, from one or more financial institutions or purchasers to refinance the Notes in connection with an Optional Redemption.


 


“Refinancing Proceeds”:
The Cash proceeds from a Refinancing.


 


“Regional Diversity
Measure”: As of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the
squares of the quotients, for each S&P region classification, obtained by dividing (i) the aggregate outstanding principal
balance at such time of all Collateral Obligations (other than Defaulted Obligations) issued by Obligors that belong to such S&P
region classification by (ii) the aggregate outstanding principal balance at such time of all Collateral Obligations (other
than Defaulted Obligations).


 


“Register”
and “Registrar”: The respective meanings specified in Section 2.5(a).


 


“Registered”:
In registered form for U.S. federal income tax purposes (or in registered or bearer form if not a “registration-required
obligation” as defined in Section 163(f)(2)(A) of the Code).


 


“Registered Investment
Adviser”: A Person duly registered as an investment adviser in accordance with and pursuant to Section 203 of the Investment
Advisers Act.


 


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


 


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


 


“Reinvestment
Balance Criteria”: Criteria that shall be satisfied if, excluding Collateral Obligations being sold but including, without
duplication, the Collateral Obligations being purchased and the anticipated cash proceeds, if any, of such sale that are not applied
to the purchase of such additional Collateral Obligations, either (1) the Investment Criteria Adjusted Balance is maintained or
increased, (2) the Collateral Principal Amount is greater than or equal to the Reinvestment Target Par Balance or (3) the Aggregate
Principal Balance of the Collateral Obligations and Eligible Investments constituting Principal Proceeds is maintained or increased.


 


“Reinvestment
Period”: The period from and including the Closing Date to and including the earliest of (i) January 20, 2023, (ii) the
date of the acceleration of the Maturity of any Class of Secured Notes pursuant to Section 5.2 and (iii) (A) an Optional
Redemption in whole from Sale Proceeds and/or Contributions of Cash pursuant to Section 9.2(b) and (B) a redemption in whole
of the Subordinated Notes pursuant to Section 9.2(c), in each case, in connection with which all Assets are sold; provided
that in the case of clause (iii), the Collateral Manager notifies the Trustee (who shall notify the Holders of the Notes) and the
Collateral Administrator thereof in writing at least one Business Day prior to such date.


 






    	 	-55-	 



     


    

 


“Reinvestment
Target Par Balance”: (x) For all purposes other than as set forth in clause (y), the Aggregate Risk Adjusted Par Amount
plus the Aggregate Outstanding Amount of any Additional Notes issued pursuant to Sections 2.13 and 3.2 or,
if greater, the aggregate amount of Principal Proceeds that result from the issuance of Additional Notes and (y) for purposes of
determining compliance with clause (e) of the Investment Criteria, Reinvestment Balance Criteria, compliance with the limitations
set forth in the definitions of Discount Obligation and Interest Proceeds and the calculation of Weighted Average Life, as of any
date of determination, the Target Initial Par Amount plus the Aggregate Outstanding Amount of any Additional Notes issued
pursuant to Sections 2.13 and 3.2, or, if greater, the aggregate amount of Principal Proceeds that result from the
issuance of such Additional Notes minus, in the case of each of clause (x) and clause (y), the amount of any reduction in
the Aggregate Outstanding Amount of the Notes through the payment of Principal Proceeds.


 


“Relevant Member
State”: Each member state of the European Economic Area which has implemented the Prospectus Directive.


 


“Re-Priced Class”:
The meaning specified in Section 9.8.


 


“Re-Pricing”:
The meaning specified in Section 9.8.


 


“Re-Pricing Date”:
The meaning specified in Section 9.8.


 


“Re-Pricing Intermediary”:
The meaning specified in Section 9.8.


 


“Re-Pricing Rate”:
The meaning specified in Section 9.8(a).


 


“Required Interest
Coverage Ratio”: (a) For the Class A Notes and the Class B Notes (in aggregate and not separately by Class), 120.0%;
(b) for the Class C Notes, 110.0%; and (c) for the Class D Notes, 105.0%.


 


“Required Overcollateralization
Ratio”: (a) For the Class A Notes and the Class B Notes (in aggregate and not separately by Class), 145.60%; (b) for
the Class C Notes, 126.70%; and (c) for the Class D Notes, 116.70%.


 


“Resolution”:
With respect to the Issuer, a resolution of the board of directors of the designated manager of the Issuer.


 


“Responsible Officer”:
With respect to any Person, any duly authorized director, officer or manager of such Person with direct responsibility for the
administration of the applicable agreement and also, with respect to a particular matter, any other duly authorized director, officer
or manager of such Person to whom such matter is referred because of such director’s, officer’s or manager’s
knowledge of and familiarity with the particular subject. Each party may receive and accept a certification of the authority of
any other party (which may contain contact information including an email address) 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.


 






    	 	-56-	 



     


    

 


“Restricted Trading
Period”: Each day during which, both: (i) S&P’s rating of the Class A Notes or Fitch’s rating of the
Class A Notes is one or more subcategories below its initial rating thereof or has been withdrawn (unless it has been reinstated)
or S&P’s rating of any Class of Notes other than the Class A Notes is two or more subcategories below its initial rating
thereof or has been withdrawn (unless it has been reinstated) and (ii) so long as the Controlling Class Condition is satisfied,
after giving effect to the applicable sale and reinvestment in Collateral Obligations, the sum of the aggregate principal balance
of all Collateral Obligations (excluding the Collateral Obligations being sold) and all Eligible Investments constituting Principal
Proceeds (including, without duplication, the net proceeds of any such sale) is less than the Reinvestment Target Par Balance;
provided however that a Majority of the Controlling Class may elect to waive the Restricted Trading Period, which waiver
will remain in effect until the earlier of (A) revocation of such waiver by a Majority of the Controlling Class and (B) further
downgrade or withdrawal of the rating of the Class A Notes.


 


“Retention Basis
Amount”: On any date of determination, an amount equal to the Collateral Principal Amount on such date with the following
adjustments: (i) Defaulted Obligations shall be included in the Collateral Principal Amount and the principal balances thereof
shall be deemed equal to their respective outstanding principal amounts and (ii) any Equity Security owned by the Issuer shall
be included in the Collateral Principal Amount with a principal balance determined as follows: (a) in the case of a debt obligation
or other debt security, the principal amount outstanding of such obligation or security, (b) in the case of an equity security
received upon a “debt for equity swap” in relation to a restructuring or other similar event, the principal amount
outstanding of the debt which was swapped for the equity security and (c) in the case of any other equity security, the nominal
value thereof as determined by the Collateral Manager.


 


“Retention Provider”:
Golub Capital BDC CLO III Depositor LLC, in its capacity as E.U. Retention Provider and U.S. Retention Provider.


 


“Retention Provider
Master Loan Sale Agreement”: An agreement, dated as of the Closing Date, among the BDC, as seller, the Retention Provider,
as intermediate seller, and the Issuer, as buyer.


 


“Revolver Funding
Account”: The account established pursuant to Section 10.4.


 


“Revolving Collateral
Obligation”: Any Collateral Obligation (other than a Delayed Drawdown Collateral Obligation) that is a loan (including,
without limitation, revolving loans, including funded and unfunded portions of revolving credit lines, unfunded commitments under
specific facilities and other similar loans and investments) that by its terms may require one or more future advances to
be made to the borrower by the Issuer; provided that any such Collateral Obligation will be a Revolving Collateral Obligation
only until all commitments to make advances to the borrower expire or are terminated or irrevocably reduced to zero.


 






    	 	-57-	 



     


    

 


“Risk Retention
Issuance”: An additional issuance of Notes directed by the Collateral Manager for purpose of compliance with the U.S.
Risk Retention Rules.


 


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


 


“Rule 144A Global
Secured Note”: The meaning specified in Section 2.2(b)(ii).


 


“Rule 144A Global
Subordinated Note”: The meaning specified in Section 2.2(b)(ii).


 


“Rule 144A Information”:
The meaning specified in Section 7.15.


 


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


 


“S&P”:
S&P Global Ratings, an S&P Global Ratings Inc. business, and any successor or successors thereto.


 


“S&P CDO Formula
Election Date”: The date designated by the Collateral Manager upon at least five Business Days’ prior written notice
to S&P, the Trustee and the Collateral Administrator as the date on which the Issuer will cease to utilize the S&P CDO
Monitor in determining compliance with the S&P CDO Monitor Test.


 


“S&P CDO Formula
Election Period”: (i) The period from the Effective Date until the occurrence of an S&P CDO Monitor Election Date
and (ii) thereafter, any date on and after an S&P CDO Formula Election Date. Only one S&P CDO Formula Election Date may
occur following the Closing Date.


 


“S&P CDO
Monitor”: The dynamic, analytical computer model developed by S&P used to calculate the default frequency in terms
of the amount of debt assumed to default as a percentage of the original principal amount of the Collateral Obligations consistent
with a specified benchmark rating level based upon certain assumptions (including the applicable Weighted Average S&P Recovery
Rate) and S&P’s proprietary corporate default studies, as may be amended by S&P from time to time upon notice to
the Issuer, the Trustee, the Collateral Manager and the Collateral Administrator. The model is available at https://www.sp.sfproducttools.com/sfdist/login.ex.
Each S&P CDO Monitor will be chosen by the Collateral Manager and associated with either (x) a Weighted Average S&P Recovery
Rate and a Weighted Average Floating Spread from Section 2 of Schedule 4 or (y) a Weighted Average S&P Recovery Rate
and a Weighted Average Floating Spread confirmed by S&P; provided that as of any date of determination the Weighted
Average S&P Recovery Rate for the most senior Class of Secured Notes Outstanding equals or exceeds the Weighted Average S&P
Recovery Rate for such Class chosen by the Collateral Manager and the Weighted Average Floating Spread equals or exceeds the Weighted
Average Floating Spread chosen by the Collateral Manager.


 


“S&P CDO Monitor
Benchmarks”: The Expected Portfolio Default Rate, the Default Rate Dispersion, the Obligor Diversity Measure, the Industry
Diversity Measure, the Regional Diversity Measure and the S&P Weighted Average Life.


 






    	 	-58-	 



     


    

 


“S&P CDO Monitor
Election Period”: Any date on and after an S&P CDO Monitor Election Date so long as no S&P CDO Formula Election
Date has occurred since such S&P CDO Monitor Election Date.


 


“S&P CDO Monitor
Non-Model Adjustments”: For purposes of determining compliance with the S&P CDO Monitor Test in connection with the
Effective Date Report, the Aggregate Funded Spread will be calculated (a) without giving effect to clause (ii) in the second paragraph
thereof and each LIBOR Floor Obligation will be assumed to bear interest at a rate equal to the stated interest rate spread over
the LIBOR-based index for such Collateral Obligation and (b) without including any Principal Proceeds that may be designated by
the Collateral Manager as Interest Proceeds.


 


“S&P CDO Monitor
Test”: A test that will be satisfied on any date of determination on and after the Effective Date (and, during any S&P
CDO Monitor Election Period, following receipt by the Collateral Manager of the Class Break-even Default Rates for each S&P
CDO Monitor input file (in accordance with the definition of “Class Break-even Default Rate”)) if, after giving effect
to the sale of a Collateral Obligation or the purchase of a Collateral Obligation, the Class Default Differential of the Proposed
Portfolio with respect to the most senior Class of Secured Notes Outstanding is positive. The S&P CDO Monitor Test will
be considered to be improved if each Class Default Differential of the Proposed Portfolio with respect to the most senior Class
of Secured Notes Outstanding is greater than the corresponding Class Default Differential of the Current Portfolio.


 


“S&P Collateral
Value”: With respect to any Defaulted Obligation or Deferring Obligation, the lesser of (i) the S&P Recovery
Amount of such Defaulted Obligation or Deferring Obligation, as of the relevant Measurement Date and (ii) the Market Value
of such Defaulted Obligation or Deferring Obligation, as of the relevant Measurement Date.


 


“S&P Default
Rate”: With respect to a Collateral Obligation, the default rate as determined in accordance with Section 3 of Schedule
4 hereto. If the number of years to maturity is not an integer, the default rate is determined using linear interpolation.


 


“S&P Distressed
Exchange Offer”: An offer by the issuer of a Collateral Obligation to exchange one or more of its outstanding debt obligations
for a different debt obligation or to repurchase one or more of its outstanding debt obligations for cash, or any combination thereof,
in each case that, in the sole judgment of the Collateral Manager, amounts to a diminished financial obligation or has the purpose
of helping the issuer of such Collateral Obligation to avoid imminent default; provided that, an offer by such issuer to
exchange unregistered debt obligations for registered debt obligations shall not be considered an S&P Distressed Exchange Offer.


 


“S&P Equivalent
Diversity Score”: A single number that indicates collateral concentration in terms of both issuer and industry concentration,
calculated as set forth in Schedule 6 hereto.


 


“S&P Equivalent
Weighted Average Rating Factor”: The number determined by summing the products obtained by multiplying
the Principal Balance of each Collateral Obligation by its S&P Rating Factor, dividing such sum by the
Aggregate Principal Balance of all such Collateral Obligations and then rounding the result up to the nearest whole
number.


 






    	 	-59-	 



     


    

 


“S&P Industry
Classification”: The S&P Industry Classifications set forth in Schedule 2 hereto, which industry classifications
may be updated at the option of the Collateral Manager if S&P publishes revised industry classifications.


 


“S&P Rating”:
With respect to any Collateral Obligation (excluding Current Pay Obligations whose issuer has made an S&P Distressed Exchange
Offer), as of any date of determination, the rating determined in accordance with the following methodology:


 


(i)         (a) if
there is an issuer credit rating of the issuer of such Collateral Obligation by S&P as published by S&P, or the guarantor
which unconditionally and irrevocably guarantees such Collateral Obligation pursuant to a form of guaranty that complies with the
then-current S&P criteria, then the S&P Rating shall be such rating (regardless of whether there is a published rating
by S&P on the Collateral Obligations of such issuer held by the Issuer; provided that private ratings (that is, ratings
provided at the request of the Obligor) may be used for purposes of this definition if the related Obligor has consented to
the disclosure thereof and a copy of such consent has been provided to S&P) or (b) if there is no issuer credit rating
of the issuer by S&P but (1) there is a senior secured rating on any obligation or security of the issuer, then the S&P
Rating of such Collateral Obligation shall be one sub-category below such rating; (2) if clause (1) above does not apply,
but there is a senior unsecured rating on any obligation or security of the issuer, the S&P Rating of such Collateral Obligation
shall equal such rating; and (3) if neither clause (1) nor clause (2) above applies, but there is a subordinated
rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Obligation shall be one sub-category
above such rating;


 


(ii)        with
respect to any Collateral Obligation that is a DIP Collateral Obligation, (a) the S&P Rating thereof shall be the credit rating
assigned to such issue by S&P, or if such DIP Collateral Obligation was assigned a point-in-time rating by S&P that was
withdrawn, such withdrawn rating may be used for 12 months after the assignment of such rating, and (b) the Collateral Manager
(on behalf of the Issuer) will notify S&P if the Collateral Manager has actual knowledge of the occurrence of any material
amendment or event with respect to such Collateral Obligation that would, in the reasonable business judgment of the Collateral
Manager, have a material adverse impact on the credit quality of such Collateral Obligation, including any amortization modifications,
extensions of maturity, reductions of principal amount owed, or non-payment of timely interest or principal due;


 


(iii)       if
there is not a rating by S&P on the issuer or on an obligation of the issuer, then the S&P Rating may be determined pursuant
to clauses (a) through (c) below:


 






    	 	-60-	 



     


    

 


		(a)	if an obligation of the issuer is publicly rated by Moody’s, then the S&P Rating will
be determined in accordance with the methodologies for establishing the Moody’s Rating set forth above except that the S&P
Rating of such obligation will be (1) one sub-category below the S&P equivalent of the Moody’s Rating if such Moody’s
Rating is “Baa3” or higher and (2) two sub-categories below the S&P equivalent of the Moody’s Rating
if such Moody’s Rating is “Ba1” or lower;



 


		(b)	the S&P Rating may be based on a credit estimate provided by S&P, and in connection therewith,
the Issuer, the Collateral Manager on behalf of the Issuer or the issuer of such Collateral Obligation shall, prior to or within
30 days after the acquisition of such Collateral Obligation, apply (and concurrently submit all available Information in respect
of such application) to S&P for a credit estimate which shall be its S&P Rating; provided that, until the receipt
from S&P of such estimate, such Collateral Obligation shall have an S&P Rating as determined by the Collateral Manager
in its sole discretion if the Collateral Manager certifies to the Trustee that it believes that such S&P Rating determined
by the Collateral Manager is commercially reasonable and will be at least equal to such rating; provided further, that if
such Information is not submitted within such 30-day period, then, pending receipt from S&P of such estimate, the Collateral
Obligation shall have (1) the S&P Rating as determined by the Collateral Manager for a period of up to 90 days after
the acquisition of such Collateral Obligation and (2) an S&P Rating of “CCC-” following such 90-day period;
unless, during such 90-day period, the Collateral Manager has requested the extension of such period and S&P, in its sole discretion,
has granted such request; provided further, that if the Collateral Obligation has had a public rating by S&P that S&P
has withdrawn or suspended within six months prior to the date of such application for a credit estimate in respect of such Collateral
Obligation, the S&P Rating in respect thereof shall be “CCC-” pending receipt from S&P of such estimate, and
S&P may elect not to provide such estimate until a period of six months (or such other period as provided in S&P’s
then current criteria) have elapsed after the withdrawal or suspension of the public rating; provided further that with
respect to any Collateral Obligation for which S&P has provided a credit estimate, the Collateral Manager (on behalf of the
Issuer) will request that S&P confirm or update such estimate annually (and pending receipt of such confirmation or new estimate,
the Collateral Obligation will have the prior estimate); provided further that such credit estimate shall expire 12 months
after the acquisition of such Collateral Obligation, following which such Collateral Obligation shall have an S&P Rating of
“CCC-” unless, during such 12-month period, the Issuer applies for renewal thereof in accordance with Section 7.14(b)
(and concurrently submits all available Information in respect of such renewal), in which case such credit estimate shall continue
to be the S&P Rating of such Collateral Obligation until S&P has confirmed or revised such credit estimate, upon which
such confirmed or revised credit estimate shall be the S&P Rating of such Collateral Obligation; provided further that
such confirmed or revised credit estimate shall expire on the next succeeding 12-month anniversary of the date of the acquisition
of such Collateral Obligation and (when renewed annually in accordance with Section 7.14(b)) on each 12-month anniversary
thereafter; provided further that the Issuer will submit all available Information in respect of such Collateral Obligation
to S&P notwithstanding that the Issuer is not applying to S&P for a confirmed or updated credit estimate; provided further
that the Issuer will promptly notify S&P of any material events affecting any such Collateral Obligation if the Collateral
Manager reasonably determines that such notice is required in accordance with S&P’s publication on credit estimates titled
“What Are Credit Estimates And How Do They Differ From Ratings?” dated April 2011 (as the same may be amended or updated
from time to time); or



 






    	 	-61-	 



     


    

 


		(c)	with respect to a Collateral Obligation that is not a Defaulted Obligation, the S&P Rating
of such Collateral Obligation will at the election of the Issuer (at the direction of the Collateral Manager) be “CCC-”;
provided that (i) neither the issuer of such Collateral Obligation nor any of its Affiliates are subject to any bankruptcy
or reorganization proceedings and (ii) the issuer has not defaulted on any payment obligation in respect of any debt security
or other obligation of the issuer at any time within the two year period ending on such date of determination, all such debt securities
and other obligations of the issuer that are pari passu with or senior to the Collateral Obligation are current and the
Collateral Manager reasonably expects them to remain current; provided that the Issuer will submit all available Information
in respect of such Collateral Obligation to S&P as if the Issuer were applying to S&P for a credit estimate; provided
further that the Issuer will promptly notify S&P of any material events affecting any such Collateral Obligation if the
Collateral Manager reasonably determines that such notice is required in accordance with S&P’s publication on credit
estimates titled “What Are Credit Estimates And How Do They Differ From Ratings?” dated April 2011 (as the same
may be amended or updated from time to time); or



 


(iv)       with
respect to a DIP Collateral Obligation that has no issue rating by S&P or a Current Pay Obligation that is rated “D”
or “SD” by S&P, the S&P Rating of such DIP Collateral Obligation or Current Pay Obligation, as applicable,
will be, at the election of the Issuer (at the direction of the Collateral Manager), “CCC-” or the S&P Rating determined
pursuant to clause (iii)(b) above; provided that the Collateral Manager may not determine such S&P Rating pursuant
to clause (iii)(b)(1) above; provided that the Collateral Manager will provide Information with respect to such DIP Collateral
Obligation to S&P, if available;


 






    	 	-62-	 



     


    

 


provided that, for purposes of the determination
of the S&P Rating, (x) if the applicable rating assigned by S&P to an obligor or its obligations is on “credit
watch positive” by S&P, such rating will be treated as being one sub-category above such assigned rating and (y) if
the applicable rating assigned by S&P to an obligor or its obligations is on “credit watch negative” by S&P,
such rating will be treated as being one sub-category below such assigned rating; provided further that, for purposes of
the determination of the S&P Rating, if (x) the issuer or Obligor of any Collateral Obligation was a debtor under Chapter 11,
during which time such issuer, Obligor or Selling Institution, as applicable, or any of its obligations (including any Collateral
Obligation) either had an S&P rating of “SD” or “CC” or lower from S&P or had an S&P rating
that was withdrawn by S&P and (y) such issuer, Obligor or Selling Institution, as applicable, is no longer a debtor under Chapter
11, then, notwithstanding the fact that such issuer, Obligor or Selling Institution, as applicable, or any of its obligations (including
any Collateral Obligation) continues to have an S&P rating of “SD” or “CC” or lower from S&P (or,
in the case of any withdrawal, continues to have no S&P rating), the S&P Rating for any such obligation (including any
Collateral Obligation), issuer, Obligor or Selling Institution, as applicable, shall be deemed to be “CCC-”, so long
as S&P has not taken any rating action with respect thereto since the date on which the issuer, Obligor or Selling Institution,
as applicable, ceased to be a debtor under Chapter 11; provided further that, (i) if any issuer, Obligor or Selling Institution,
as applicable, has not exited the applicable bankruptcy proceeding and (ii) the applicable rating assigned by S&P to such issuer,
Obligor or Selling Institution, as applicable, or any of its obligations (including any Collateral Obligation) has been withdrawn,
then the S&P Rating for such issuer, Obligor or Selling Institution, as applicable, or any of its obligations (including any
Collateral Obligation) shall be deemed to be such withdrawn S&P rating, so long as S&P has not taken any rating action
with respect thereto since the date on which such S&P rating was withdrawn.


 


The S&P Rating of any Collateral Obligation that is a Current
Pay Obligation whose issuer has made an S&P Distressed Exchange Offer will be determined as follows:


 


(a)          subject
to clause (d) below, if applicable, if the Collateral Obligation is and will remain senior to the debt obligations on which the
related S&P Distressed Exchange Offer has been made and the issuer is not subject to a bankruptcy proceeding, the issuer credit
rating of the issuer published by S&P of the Collateral Obligation is below “CCC-” as a result of the S&P Distressed
Exchange Offer and S&P has not published revised ratings following the completion or withdrawal of the S&P Distressed Exchange
Offer and:


 






    	 	-63-	 



     


    

 


(i)           there
is an issue credit rating published by S&P for the Collateral Obligation;


 


(A)       the
Collateral Obligation has an S&P Recovery Rating of 1+, then the S&P Rating of such Collateral Obligation will be the higher
of (x) three subcategories below such issue credit rating and (y) “CCC-”;


 


(B)       the
Collateral Obligation has an S&P Recovery Rating of 1, then the S&P Rating of such Collateral Obligation will be the higher
of (x) two subcategories below such issue credit rating and (y) “CCC-”;


 


(C)       the
Collateral Obligation has an S&P Recovery Rating of 2, then the S&P Rating of such Collateral Obligation will be the higher
of (x) one subcategory below such issue credit rating and (y) “CCC-”;


 


(D)       the
Collateral Obligation has an S&P Recovery Rating of 3 or 4, then the S&P Rating of such Collateral Obligation will be the
higher of (x) such issue credit rating and (y) “CCC-”;


 


(E)       the
Collateral Obligation has an S&P Recovery Rating of 5, then the S&P Rating of such Collateral Obligation will be the higher
of (x) one subcategory above such issue credit rating and (y) “CCC-”;


 


(F)       the
Collateral Obligation has an S&P Recovery Rating of 6, then the S&P Rating of such Collateral Obligation will be the higher
of (x) two subcategories above such issue credit rating and (y) “CCC-”; or


 


(ii)          there
is either no issue credit rating or no S&P Recovery Rating for the Collateral Obligation, then the S&P Rating of such Collateral
Obligations will be “CCC-”.


 


(b)          subject
to clause (d) below, if applicable, if the Collateral Obligation is the debt obligation on which the related S&P Distressed
Exchange Offer has been made, until S&P publishes revised ratings following the completion or withdrawal of the offer, the
S&P Rating of such Collateral Obligation will be “CCC-”;


 


(c)          subject
to clause (d) below, if applicable, if the Collateral Obligation is subordinate to the debt obligation on which the related S&P
Distressed Exchange Offer has been made, until S&P publishes revised ratings following the completion or withdrawal of the
offer the S&P Rating of such Collateral Obligation will be “CCC-”


 


(d)          if
multiple Collateral Obligations have the same issuer and such issuer made an S&P Distressed Exchange Offer, the S&P Rating
for each such Collateral Obligation will be determined as follows:


 


(i)           first,
an S&P Rating for each such Collateral Obligation will be determined in accordance with clauses (a), (b) and (c) immediately
above;


 






    	 	-64-	 



     


    

 


(ii)         second,
the S&P Rating for each such Collateral Obligation determined in accordance with sub-clause (d)(i) above will be converted
into “Rating Points” equivalent pursuant to the table set forth below:


 


	 
S&P Rating
 
	 	“Rating Points”	 	 	“Weighted 

Average 
 Rating Points”	 
	AAA	 	 	1	 	 	 	1	 
	AA+	 	 	2	 	 	 	2	 
	AA	 	 	3	 	 	 	3	 
	AA-	 	 	4	 	 	 	4	 
	A+	 	 	5	 	 	 	5	 
	A	 	 	6	 	 	 	6	 
	A-	 	 	7	 	 	 	7	 
	BBB+	 	 	8	 	 	 	8	 
	BBB	 	 	9	 	 	 	9	 
	BBB-	 	 	10	 	 	 	10	 
	BB+	 	 	11	 	 	 	11	 
	BB	 	 	12	 	 	 	12	 
	BB-	 	 	13	 	 	 	13	 
	B+	 	 	14	 	 	 	14	 
	B	 	 	15	 	 	 	15	 
	B-	 	 	16	 	 	 	16	 
	CCC+	 	 	17	 	 	 	17	 
	CCC	 	 	18	 	 	 	18	 
	CCC-	 	 	19	 	 	 	19	 



 


(iii)        third,
“Weighted Average Rating Points” for each such Collateral Obligation will be calculated by dividing “X”
by “Y” where:


 


(A)       “X”       will
equal the sum of each of the products obtained by multiplying the Rating Points of each such Collateral Obligation by the
Aggregate Principal Balance of such Collateral Obligation, and


 


(B)       “Y”       will
equal the Aggregate Principal Balance of all the Collateral Obligations subject to the same S&P Distressed Exchange Offer.


 


fourth, the “Weighted Average
Rating Points” determined in accordance with sub-clause (d)(iii) above will be rounded to the nearest whole number
and converted into an S&P Rating by matching the “Weighted Average Rating Points” of such Collateral Obligation
with the S&P Rating set forth in the table in sub-clause (d)(ii) above. The S&P Rating that matches the “Weighted
Average Rating Points” for such Collateral Obligations will be the S&P Rating for each Collateral Obligation for which
an S&P Rating is required to be determined pursuant to this clause (iv).


 


“S&P Rating
Condition”: With respect to any action taken or to be taken by or on behalf of the Issuer, a condition that is satisfied
if S&P has confirmed in writing (including by means of electronic message, facsimile transmission, press release or posting
to its internet website) to the Issuer, the Trustee, the Collateral Administrator and the Collateral Manager (unless in the form
of a press release or posted to its internet website that does not require the Issuer and the Trustee to be identified as addressees)
that no immediate withdrawal or reduction with respect to its then-current rating by S&P of any Class of Secured Notes
will occur as a result of such action; provided that such rating condition shall be deemed inapplicable with respect to
such event or circumstance if (i) S&P has given notice to the effect that it will no longer review events or circumstances
of the type requiring satisfaction of the S&P Rating Condition for purposes of evaluating whether to confirm the then-current
ratings (or initial ratings) of obligations rated by S&P; or (ii) S&P has communicated to the Issuer, the Collateral Manager
or the Trustee (or their counsel) that it will not review such event or circumstance for purposes of evaluating whether to confirm
the then-current ratings (or Initial Ratings) of the Notes. In the event that S&P no longer rates any class of Notes, the S&P
Rating Condition shall not apply to such class.


 






    	 	-65-	 



     


    

 


“S&P Rating
Factor”: With respect to each Collateral Obligation, it is the number set forth in the table below opposite the S&P
Rating of such Collateral Obligation.


 


	S&P Rating	 	Rating Factor	 	 	S&P Rating	 	Rating Factor	 
	AAA	 	 	1	 	 	BB+	 	 	940	 
	AA+	 	 	10	 	 	BB	 	 	1,350	 
	AA	 	 	20	 	 	BB-	 	 	1,766	 
	AA-	 	 	40	 	 	B+	 	 	2,220	 
	A+	 	 	70	 	 	B	 	 	2,720	 
	A	 	 	120	 	 	B-	 	 	3,490	 
	A-1	 	 	180	 	 	CCC+	 	 	4,770	 
	BBB+	 	 	260	 	 	CCC	 	 	6,500	 
	BBB	 	 	360	 	 	CCC-	 	 	8,070	 
	BBB-	 	 	610	 	 	CC+ or lower	 	 	10,000	 



 


“S&P Recovery
Amount”: With respect to any Collateral Obligation, an amount equal to: (a) the applicable S&P Recovery Rate
multiplied by (b) the Principal Balance of such Collateral Obligation.


 


“S&P Recovery
Rate”: With respect to a Collateral Obligation, the recovery rate set forth in Section 1 of Schedule 4
using the Initial Rating of the most senior Class of Secured Notes Outstanding at the time of determination.


 


“S&P Recovery
Rating”: With respect to a Collateral Obligation for which an S&P Recovery Rate is being determined, the “Recovery
Rating” assigned by S&P to such Collateral Obligation based upon the tables set forth in Schedule 4 hereto.


 


“S&P Weighted
Average Life”: As of any date of determination with respect to all Collateral Obligations other than Defaulted Obligations,
the number of years following such date obtained by dividing (a) the sum of the products of (i) the number of years (rounded
to the nearest one-hundredth thereof) from such date of determination to the stated maturity of each such Collateral Obligation
multiplied by (ii) the outstanding principal balance of such Collateral Obligation by (b) the aggregate remaining
principal balance at such time of all Collateral Obligations other than Defaulted Obligations.


 


“Sale”:
The meaning specified in Section 5.17(a).


 






    	 	-66-	 



     


    

 


“Sale Proceeds”:
All proceeds (excluding accrued interest, if any) received with respect to Assets as a result of sales of such Assets in accordance
with Article XII less any reasonable expenses incurred by the Collateral Manager, the Collateral Administrator or the
Trustee (other than amounts payable as Administrative Expenses) in connection with such sales. Sale Proceeds will include
Principal Financed Accrued Interest received in respect of such sale.


 


“Schedule of
Collateral Obligations”: The schedule of Collateral Obligations attached as Schedule 1 hereto, which schedule
shall include the issuer, Principal Balance, coupon/spread, the stated maturity, the S&P Rating (unless such rating is based
on a credit estimate or is a private or confidential rating from either Rating Agency), Fitch Rating and the S&P Industry Classification
for each Collateral Obligation and the percentage of the aggregate commitment under each Revolving Collateral Obligation and Delayed
Drawdown Collateral Obligation that is funded, as amended from time to time (without the consent of or any action on the part of
any Person) to reflect the release of Collateral Obligations pursuant to Article X hereof, the inclusion of additional
Collateral Obligations pursuant to Section 7.18 hereof and the inclusion of additional Collateral Obligations
as provided in Section 12.2 hereof.


 


“Scheduled Distribution”:
With respect to any Collateral Obligation, each payment of principal and/or interest scheduled to be made by the related Obligor
under the terms of such Collateral Obligation (determined in accordance with the assumptions specified in Section 1.3 hereof)
after the related Cut-Off Date, as adjusted pursuant to the terms of the related Underlying Instruments.


 


“Second Lien Loan”:
Any assignment of or Participation Interest in a Loan that: (a) is not (and cannot by its terms become) subordinate in right of
payment to any other obligation of the Obligor of the Loan but which is subordinated (with respect to liquidation preferences with
respect to pledged collateral but subject to exceptions for customary permitted liens) to a Senior Secured Loan of the obligor;
and (b) is secured by a valid second-priority perfected security interest or lien in, to or on specified collateral securing the
Obligor’s obligations under the Second Lien Loan the value of which is adequate (in the commercially reasonable judgment
of the Collateral Manager) to repay the Loan in accordance with its terms and to repay all other Loans of equal or higher seniority
secured by a lien or security interest in the same collateral.


 


“Section 13 Banking
Entity”: An entity that (i) is defined as a “banking entity” under the Volcker Rule regulations (Section
__.2(c)), (ii) provides written certification that it is a “banking entity” under the Volcker Rule regulations (Section
__.2(c)) thereof to the Issuer and the Trustee (which, in connection with a supplemental indenture pursuant to this Indenture,
shall be provided within 7 days of notice of such supplemental indenture), and (iii) identifies the Class or Classes of Notes held
by such entity and the outstanding principal amount thereof. Any holder that does not provide such certification in connection
with a supplemental indenture will be deemed for purposes of such supplemental indenture not to be a Section 13 Banking Entity.
Any beneficial owner of an interest in a Global Note which has provided a written certification as described above as to its status
as a Section 13 Banking Entity shall provide prompt written notice to the Issuer, the Collateral Manager and the Trustee of any
transfer of such interests.


 


“Secured Noteholders”:
The Holders of the Secured Notes.


 






    	 	-67-	 



     


    

 


“Secured Notes”:
The Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes.


 


“Secured Obligations”:
The meaning specified in the Granting Clauses.


 


“Secured Parties”:
The meaning specified in the Granting Clauses.


 


“Securities Account
Control Agreement”: The Securities Account Control Agreement dated as of the Closing Date between the Issuer, the Trustee
and U.S. Bank National Association, as custodian.


 


“Securities Act”:
The United States Securities Act of 1933, as amended.


 


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


 


“Security Entitlement”:
The meaning specified in Section 8-102(a)(17) of the UCC.


 


“Selling Institution”:
The entity obligated to make payments to the Issuer under the terms of a Participation Interest.


 


“Senior Secured
Debt Instrument”: The meaning specified in Schedule 4 hereto.


 


“Senior Secured
Loan”: Any assignment of or Participation Interest in a Loan that: (a) is not (and cannot by its terms become) subordinate
in right of payment to any other obligation of the Obligor of the Loan (other than with respect to liquidation, trade claims, capitalized
leases or similar obligations); (b) is secured by a valid first-priority perfected security interest or lien in, to or on
specified collateral securing the Obligor’s obligations under the Loan; and (c) the value of the collateral securing
the Loan at the time of purchase together with other attributes of the Obligor (including, without limitation, its general financial
condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in
the commercially reasonable judgment of the Collateral Manager) to repay the Loan in accordance with its terms and to repay
all other Loans of equal seniority secured by a first lien or security interest in the same collateral.


 


“Senior Syndicated
Secured Loan”: A Senior Secured Loan with a total loan-to-value of not greater than 75% that in the case of an event
of default under the applicable Underlying Instrument, the lenders thereunder will be paid after one or more Syndicated Tranches.
For the avoidance of doubt, a Senior Syndicated Secured Loan is not a First-Lien Last-Out Loan.


 


“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 or the
Collateral Manager (or other Persons responsible for the investment and operation of the Issuer’s assets) to Other Plan Law.


 


“Solvency II Level
2 Regulation”: The meaning specified in the definition of the term “E.U. Retention Requirement Laws”.


 






    	 	-68-	 



     


    

 


“Special Redemption”:
The meaning specified in Section 9.6.


 


“Special Redemption
Amount”: The meaning specified in Section 9.6.


 


“Special Redemption
Date”: The meaning specified in Section 9.6.


 


“Specified Equity
Securities”: The securities or interests resulting from the exercise of an option, warrant, right of conversion, pre-emptive
right, rights offering, credit bid or similar right in connection with the workout or restructuring of a Collateral Obligation
or an equity security or interest received in connection with the workout or restructuring of a Collateral Obligation, in each
case to the extent such security or interest does not constitute Margin Stock and that in the reasonable judgment of the Collateral
Manager would be considered “received in lieu of debt previously contracted” with respect to the Collateral Obligations
under the Volcker Rule.


 


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


 


“STAMP”:
The meaning specified in Section 2.5.


 


“Standby Directed
Investment”: The Wells Fargo Institutional Money Market Account (XXXXXXXXX)
(which for the avoidance of doubt, is an Eligible Investment) or such other Eligible Investment designated by the Issuer (or the
Collateral Manager on behalf of the Issuer) by written notice to the Trustee.


 


“Stated Maturity”:
With respect to (i) the Secured Notes, January 20, 2031 and (ii) the Subordinated Notes, November 16, 2118.


 


“Step-Down Obligation”:
An obligation or security which by the terms of the related Underlying Instruments provides for a decrease in the per annum
interest rate on such obligation or security (other than by reason of any change in the applicable index or benchmark rate used
to determine such interest rate) or in the spread over the applicable index or benchmark rate, solely as a function of the passage
of time; provided that an obligation or security providing for payment of a constant rate of interest at all times after
the date of acquisition by the Issuer shall not constitute a Step-Down Obligation.


 


“Step-Up Obligation”:
An obligation or security which by the terms of the related Underlying Instruments provides for an increase in the per annum
interest rate on such obligation or security, or in the spread over the applicable index or benchmark rate, solely as a function
of the passage of time; provided that an obligation or security providing for payment of a constant rate of interest at
all times after the date of acquisition by the Issuer shall not constitute a Step-Up Obligation.


 


“Structured Finance
Obligation”: Any obligation issued by a special purpose vehicle and secured directly by, referenced to, or representing
ownership of, a pool of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgage-backed
securities; provided that any ABL Facility and loans directly to financial service companies, factoring businesses, health
care providers and other genuine operating businesses do not constitute Structured Finance Obligations.


 






    	 	-69-	 



     


    

 


“Subordinated
Note Purchase Agreement”: The agreements to be entered into between the Issuer and the Initial Subordinated Noteholder
and between the Issuer and GC Advisors LLC, each as amended from time to time in accordance with the terms thereof.


 


“Subordinated
Note Redemption Price”: The price for such Subordinated Note, as determined by the Collateral Manager on the date of
a Refinancing, equal to the following: (a) amounts on deposit in the Principal Collection Subaccount, the Interest Collection Subaccount
and the Revolver Funding Account immediately prior to such Refinancing plus (b) an amount equal to the sum of the products
of (x) the average of the “bid” and “ask” price for each Collateral Obligation held by the Issuer (as determined
in the sole discretion by the Collateral Manager) and (y) the principal balance of each such Collateral Obligation (excluding,
solely for purposes of this definition, the unfunded commitments under any Revolving Collateral Obligation or Delayed Drawdown
Collateral Obligation) plus (c) an amount equal to the sum of the products of (x) the average of the “bid” and
“ask” price of each Revolving Collateral Obligation and Delayed Drawdown Collateral Obligation minus 100% and
(y) the unfunded commitments under each Revolving Collateral Obligation and Delayed Drawdown Collateral Obligation plus
(d) an amount equal to the accrued interest on the Collateral Obligations (other than Defaulted Obligations) held by the Issuer
immediately prior to such Refinancing minus (e) the Redemption Prices of the Secured Notes minus (f) any fees and
expenses incurred in connection with such Refinancing and the associated supplemental indenture.


 


“Subordinated
Notes”: The subordinated notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.


 


“Successor Entity”:
The meaning specified in Section 7.10(a).


 


“Supermajority”:
With respect to any Class of Notes, the Holders of at least 66-2/3% of the Aggregate Outstanding Amount of the Notes of such Class.


 


“Supplemental
Reserve Account”: The trust account established pursuant to Section 10.3(e).


 


“Syndicated Tranche”:
With respect to any loan, a senior secured facility incurred by the Obligor of such loan that is prior in right of payment to such
loan (a) so long as the outstanding principal balance and unfunded commitments of such facility does not exceed 25% of the sum
of (x) the outstanding principal balance of the loan, plus (y) the outstanding principal balance and unfunded commitments
of such revolving facility, plus (z) the outstanding principal balance of any other debt for borrowed money incurred by
such Obligor that is pari passu with such loan and (b) which (i) have a leverage ratio of not greater than 1.5x or (ii)
have a loan-to-value of not greater than 17.5%.


 


“Synthetic Security”:
A security or swap transaction, other than a Participation Interest, that has payments associated with either payments of interest
on and/or principal of a reference obligation or the credit performance of a reference obligation.


 


“Target Initial
Par Amount”: U.S.$600,000,000.


 






    	 	-70-	 



     


    

 


“Target Initial
Par Condition”: A condition satisfied (A) as of the Effective Date or (B) with respect to any Designated Unused Proceeds
or Designated Principal Proceeds following the first Payment Date, on the date of such designation if the Aggregate Principal Balance
of Collateral Obligations (i) that are held by the Issuer and (ii) of which the Issuer has committed to purchase on such date,
together with (a) any unreceived Principal Financed Accrued Interest, (b) the amount of any proceeds of prepayments, maturities
or redemptions of Collateral Obligations purchased by the Issuer prior to such date (other than any such proceeds that have been
reinvested, or committed to be reinvested, in Collateral Obligations by the Issuer on the Effective Date) and (c) without duplication
of clause (a) or (b) above, amounts designated as Principal Proceeds and transferred to the Collection Account (other than any
such amounts that have been reinvested or committed to be reinvested in Collateral Obligations, by the Issuer on the Effective
Date), will equal or exceed the Target Initial Par Amount.


 


“Tax”:
Any tax, levy, impost, duty, charge, assessment, deduction, withholding, or fee of any nature (including interest, penalties and
additions thereto) imposed by any governmental taxing authority.


 


“Tax Event”:
An event that occurs if either (i) (x) one or more Collateral Obligations that were not subject to withholding tax when the Issuer
committed to purchase them have become subject to withholding tax or the rate of withholding has increased on one or more Collateral
Obligations that were subject to withholding tax when the Issuer committed to purchase them and (y) in any Collection Period, the
aggregate of the payments subject to withholding tax on new withholding tax obligations and the increase in payments subject to
withholding tax on increased rate withholding tax obligations, in each case to the extent not “grossed-up” (on an after-tax
basis) by the related obligor, represent 5% or more of the aggregate amount of Interest Proceeds that have been received or that
is expected to be received for such Collection Period; or (ii) taxes, fees, assessments, or other similar charges are imposed on
the Issuer in an aggregate amount in any twelve-month period in excess of U.S.$2,000,000, other than any deduction or withholding
for or on account of any tax with respect to any payment owing in respect of any obligation that at the time of acquisition, conversion,
or exchange does not satisfy the requirements of a Collateral Obligation.


 


Notwithstanding anything
in this Indenture, the Collateral Manager shall give the Trustee prompt written notice of the occurrence of a Tax Event upon its
discovery thereof. Until the Trustee receives written notice from the Collateral Manager or otherwise, the Trustee shall not be
deemed to have notice or knowledge to the contrary.


 


“Tax Jurisdiction”:
A sovereign jurisdiction that is commonly used as the place of organization of special purpose vehicles (including, by way of example,
the Cayman Islands, Ireland, Bermuda, Curaçao, St. Maarten and the Channel Islands).


 


“Tax Matters Partner”:
The meaning specified in Section 7.17(k).


 


“Tax Redemption”:
The meaning specified in Section 9.3(a).


 


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


 






    	 	-71-	 



     


    

 


“Third Party Credit
Exposure”: As of any date of determination, the sum (without duplication) of the outstanding Principal Balance of each
Collateral Obligation that consists of a Participation Interest.


 


“Third Party Credit
Exposure Limits”: Limits that shall be satisfied if the Third Party Credit Exposure with counterparties having the ratings
below from S&P do not exceed the percentage of the Collateral Principal Amount specified below:


 


	S&P’s credit rating of

                                                                                Selling Institution
	 	Aggregate
 Percentage
 Limit	 	 	Individual
 Percentage
 Limit	 
	AAA	 	 	20	%	 	 	20	%
	AA+	 	 	10	%	 	 	10	%
	AA	 	 	10	%	 	 	10	%
	AA-	 	 	10	%	 	 	10	%
	A+	 	 	5	%	 	 	5	%
	A	 	 	5	%	 	 	5	%
	A- or below	 	 	0	%	 	 	0	%




 


provided that a Selling Institution
having an S&P credit rating of “A” must also have a short-term S&P rating of “A-1” otherwise its
“Aggregate Percentage Limit” and “Individual Percentage Limit” (each as shown above) shall be 0%.


 


“Trading Gains”:
In respect of any Collateral Obligation which is repaid, prepaid, redeemed or sold, any excess of (a) the Principal Proceeds and
Sale Proceeds received in respect thereof over (b) the greater of (1) the principal balance thereof (where for such purpose “principal
balance” shall be determined as set out in the definition of Retention Basis Amount) and (2) an amount equal to the purchase
price thereof (expressed as a percentage of par) multiplied by the principal balance (where for such purpose “principal
balance” shall be determined as set out in the definition of Retention Basis Amount), in each case net of (i) any expenses
incurred in connection with any repayment, prepayment, redemption or sale thereof, and (ii) in the case of a sale of such Collateral
Obligation, any interest accrued but not paid thereon which has not been capitalized as principal and included in the sale price
thereof.


 


“Trading Plan”:
The meaning specified in Section 12.2(d).


 


“Trading Plan
Period”: The meaning specified in Section 12.2(d).


 


“Transaction Documents”:
This Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Securities Account Control Agreement,
the Subordinated Note Purchase Agreements, the Purchase Agreement and the Master Loan Sale Agreements.


 


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


 






    	 	-72-	 



     


    

 


“Transfer Deposit
Amount”: On any date of determination with respect to any Collateral Obligation, an amount equal to the sum of the outstanding
principal balance of such Collateral Obligation, together with accrued interest thereon through such date of determination, and
in connection with any Collateral Obligation which is a Revolving Collateral Obligation or a Delayed Drawdown Collateral Obligation,
an amount equal to the Net Exposure Amount thereof as of the applicable Cut-Off Date.


 


“Treasury Regulations”:
The United States Department of Treasury regulations promulgated under the Code.


 


“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 vice president, assistant vice president or officer of the Trustee customarily performing functions similar to those performed
by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Corporate
Trust Office because of such Person’s knowledge of and familiarity with the particular subject and, in each case, having
direct responsibility for the administration of this transaction.


 


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


 


“UCC”:
The Uniform Commercial Code as in effect in the State of New York or, if different, the political subdivision of the United States
that governs the perfection of the relevant security interest, as amended from time to time.


 


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


 


“Underlying Instruments”:
The loan agreement, credit agreement or other customary agreement pursuant to which an Asset has been created or issued and each
other agreement that governs the terms of or secures the obligations represented by such Asset or of which the holders of such
Asset are the beneficiaries.


 


“United States
Tax Person”: A “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


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


 


“Unsaleable Asset”:
(a) Any Defaulted Obligation (during the continuation of an Event of Default only), Equity Security, obligation received in connection
with a tender offer, voluntary redemption, exchange offer, conversion, restructuring or plan of reorganization with respect to
the Obligor, or other exchange or any other security or debt obligation that is part of the Assets, in respect of which the Issuer
has not received a payment in Cash during the preceding 12 months or (b) any asset, claim or other property identified in a certificate
of the Collateral Manager as having a Market Value of less than U.S.$1,000, in each case with respect to which the Collateral Manager
certifies to the Trustee that (x) it has made commercially reasonable efforts to dispose of such Collateral Obligation for at least
90 days and (y) in its commercially reasonable judgment such Collateral Obligation is not expected to be saleable for the foreseeable
future.


 






    	 	-73-	 



     


    

 


“Unsecured Loan”:
A senior unsecured Loan obligation of any Person which is not (and by its terms is not permitted to become) subordinate in right
of payment to any other debt for borrowed money incurred by the obligor under such Loan.


 


“U.S. Retention
Interest”: The “eligible horizontal residual interest” offset, transferred and allocated to the U.S. Retention
Provider by the Collateral Manager (as the “sponsor” for purposes of the U.S. Risk Retention Rules).


 


“U.S. Retention
Provider”: On the Closing Date, Golub Capital BDC CLO III Depositor LLC, and thereafter any successor, assignee or transferee
thereof or any Person permitted under the U.S. Risk Retention Rules to hold the U.S. Retention Interest.


 


“U.S. Risk Retention
Rules”: The federal interagency credit risk retention rules, codified at 17 C.F.R. part 246.


 


“U.S. Person”
and “U.S. person”: The meanings specified in Regulation S.


 


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


 


“Weighted Average
Coupon”: As of any Measurement Date, the number obtained by dividing:


 


(a)          the
amount equal to the Aggregate Coupon; by


 


(b)          an
amount equal to the aggregate outstanding principal balance of all Fixed Rate Obligations as of such Measurement Date.


 


“Weighted Average
Fitch Recovery Rate”: As of any date of determination, the rate (expressed as a percentage) determined by summing
the products obtained by multiplying the Principal Balance of each Collateral Obligation by the Fitch Recovery Rate in relation
thereto and dividing such sum by the aggregate principal balance of all Collateral Obligations and rounding up to the nearest
0.1 percent. For the purposes of determining the Principal Balance and aggregate Principal Balance of Collateral Obligations in
this definition, the Principal Balance of each Defaulted Obligation shall be excluded.


 


“Weighted Average
Floating Spread”: As of any Measurement Date, the number obtained by dividing: (a) the amount equal to (A) the
Aggregate Funded Spread plus (B) the Aggregate Unfunded Spread by (b) an amount equal to the aggregate
outstanding principal balance of all Floating Rate Obligations as of such Measurement Date.


 


“Weighted Average
Life”: On any date of determination with respect to any Collateral Obligation (other than any Defaulted Obligation),
the number obtained by (a) summing the products obtained by multiplying (i) the Average Life at such time
of each such Collateral Obligation by (ii) the outstanding principal balance of such Collateral Obligation and (b) dividing
such sum by the aggregate outstanding principal balance at such time of all Collateral Obligations (excluding any Defaulted
Obligation); provided, that when determining the Weighted Average Life of the Collateral Obligations for the Weighted Average
Life Test the Issuer and the Collateral Manager shall only take into account that portion of the aggregate outstanding principal
balance that is equal to or less than the product of (1) the Reinvestment Target Par Balance and (2) 101% (using the Collateral
Obligations that will result in the shortest Weighted Average Life) and the outstanding aggregate principal balance of all other
Collateral Obligations may be excluded from the calculation thereof.


 






    	 	-74-	 



     


    

 


For the purposes of the
foregoing, the “Average Life” is, on any date of determination with respect to any Collateral Obligation, the
quotient obtained by dividing (i) the sum of the products of (a) the number of years (rounded to the nearest
one hundredth thereof) from such date of determination to the respective dates of each successive Scheduled Distribution of
principal of such Collateral Obligation and (b) the respective amounts of principal of such Scheduled Distributions by
(ii) the sum of all successive Scheduled Distributions of principal on such Collateral Obligation.


 


“Weighted Average
Life Test”: A test satisfied on any date of determination if the Weighted Average Life of the Collateral Obligations
as of such date is less than or equal to the value in the column entitled “Weighted Average Life Value” in the table
below corresponding to the immediately preceding Payment Date (or, prior to the first Payment Date, the Closing Date):


 


	Weighted Average Life Value
	Closing Date	 	 	8.00	 
	April 20, 2019	 	 	7.59	 
	July 20, 2019	 	 	7.34	 
	October 20, 2019	 	 	7.09	 
	January 20, 2020	 	 	6.84	 
	April 20, 2020	 	 	6.59	 
	July 20, 2020	 	 	6.34	 
	October 20, 2020	 	 	6.09	 
	January 20, 2021	 	 	5.84	 
	April 20, 2021	 	 	5.59	 
	July 20, 2021	 	 	5.34	 
	October 20, 2021	 	 	5.09	 
	January 20, 2022	 	 	4.84	 
	April 20, 2022	 	 	4.59	 
	July 20, 2022	 	 	4.34	 
	October 20, 2022	 	 	4.09	 
	January 20, 2023	 	 	3.84	 
	April 20, 2023	 	 	3.59	 
	July 20, 2023	 	 	3.34	 
	October 20, 2023	 	 	3.09	 
	January 20, 2024	 	 	2.84	 
	April 20, 2024	 	 	2.59	 
	July 20, 2024	 	 	2.34	 
	October 20, 2024	 	 	2.09	 
	January 20, 2025	 	 	1.84	 
	April 20, 2025	 	 	1.59	 
	July 20, 2025	 	 	1.34	 



 






    	 	-75-	 



     


    

 


	Weighted Average Life Value
	October 20, 2025	 	 	1.09	 
	January 20, 2026	 	 	0.84	 
	April 20, 2026	 	 	0.59	 
	July 20, 2026	 	 	0.34	 
	October 20, 2026	 	 	0.09	 
	January 20, 2027	 	 	0.00	 



 


“Weighted Average
S&P Recovery Rate”: As of any date of determination, the number, expressed as a percentage and determined separately
for each Class of Secured Notes, obtained by summing the products obtained by multiplying the Principal Balance of
each Collateral Obligation by its corresponding recovery rate as determined in accordance with Section 1 of Schedule 4
hereto, dividing such sum by the Aggregate Principal Balance of all Collateral Obligations, and rounding to
the nearest tenth of a percent.


 


Section 1.2           Usage
of Terms. With respect to all terms in this Indenture, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to “writing” include printing, typing, lithography and
other means of reproducing words in a visible form; references to agreements and other contractual instruments include all amendments,
modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited
by this Indenture; references to Persons include their permitted successors and assigns; and the term “including”
means “including without limitation.”


 


Section 1.3           Assumptions
as to Assets. In connection with all calculations required to be made pursuant to this Indenture with respect to Scheduled
Distributions on any Asset, or any payments on any other assets included in the Assets, with respect to the sale of and reinvestment
in Collateral Obligations, and with respect to the income that can be earned on Scheduled Distributions on such Assets and on
any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.3
shall be applied. The provisions of this Section 1.3 shall be applicable to any determination or calculation that
is covered by this Section 1.3, whether or not reference is specifically made to Section 1.3, unless some
other method of calculation or determination is expressly specified in the particular provision.


 


(a)          All
calculations with respect to Scheduled Distributions on the Assets securing the Notes shall be made on the basis of information
as to the terms of each such Asset and upon reports of payments, if any, received on such Asset that are furnished by or on behalf
of the issuer of such Asset and, to the extent they are not manifestly in error, such information or reports may be conclusively
relied upon in making such calculations.


 


(b)          For
purposes of calculating the Coverage Tests, except as otherwise specified in the Coverage Tests, such calculations will not include
scheduled interest and principal payments on Defaulted Obligations unless or until such payments are actually made.


 






    	 	-76-	 



     


    

 


(c)          For
each Collection Period and as of any date of determination, the Scheduled Distribution on any Asset (including Current Pay Obligations
and DIP Collateral Obligations but excluding Defaulted Obligations, which, except as otherwise provided herein, shall be assumed
to have Scheduled Distributions of zero, except to the extent any payments have actually been received) shall be the sum of
(i) the total amount of payments and collections to be received during such Collection Period in respect of such Asset (including
the proceeds of the sale of such Asset received and, in the case of sales which have not yet settled, to be received during the
Collection Period and not reinvested in additional Collateral Obligations or Eligible Investments or retained in the Collection
Account for subsequent reinvestment pursuant to Section 12.2) that, if paid as scheduled, will be available in
the Collection Account at the end of the Collection Period and (ii) any such amounts received by the Issuer in prior Collection
Periods that were not disbursed on a previous Payment Date.


 


(d)          Each
Scheduled Distribution with respect to a Collateral Obligation shall be assumed to be received on the applicable Due Date thereof,
and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at
the Assumed Reinvestment Rate. All such funds shall be assumed to continue to earn interest until the date on which they are required
to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or
interest on the Notes or other amounts payable pursuant to this Indenture. For purposes of the applicable determinations required
by Section 10.7(b)(v), Article XII and the definition of “Interest Coverage Ratio”, the expected
interest on the Secured Notes and Floating Rate Obligations will be calculated using the then current interest rates applicable
thereto.


 


(e)          References
in Section 11.1(a) to calculations made on a “pro forma basis” shall mean such
calculations after giving effect to all payments, in accordance with the Priority of Payments described herein, that precede (in
priority of payment) or include the clause in which such calculation is made.


 


(f)           For
purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration
Limitations, Defaulted Obligations will be treated as having a Principal Balance equal to the Defaulted Obligation Balance.


 


(g)          If
a Collateral Obligation included in the Assets would be deemed a Current Pay Obligation but for the applicable percentage limitation
in clause (x) of the proviso to the definition of “Defaulted Obligation”, then the Current Pay Obligations with the
lowest Market Value (expressed as a percentage of the outstanding principal balance of such Current Pay Obligations as of the date
of determination) shall be deemed Defaulted Obligations. Each such Defaulted Obligation will be treated as a Defaulted Obligation
for all purposes until such time as the Aggregate Principal Balance of Current Pay Obligations would not exceed, on a pro forma
basis including such Defaulted Obligation, the applicable percentage of the Collateral Principal Amount.


 


(h)          Except
where expressly referenced herein for inclusion in such calculations, Defaulted Obligations will not be included in the calculation
of the Collateral Quality Tests, the S&P Equivalent Weighted Average Rating Factor or the S&P Equivalent Diversity Score.






    	 	-77-	 



     


    

 


(i)           For
purposes of calculating compliance with the Investment Criteria, upon the direction of the Collateral Manager by notice to the
Trustee and the Collateral Administrator, any Eligible Investment representing Principal Proceeds received upon the sale or other
disposition of a Collateral Obligation shall be deemed to have the characteristics of such Collateral Obligation as of the date
of such sale or other disposition until reinvested in an additional Collateral Obligation. Such calculations shall be based upon
the principal amount of such Collateral Obligation, except in the case of Defaulted Obligations and Credit Risk Obligations, in
which case the calculations will be based upon the Principal Proceeds received on the disposition or sale of such Defaulted Obligation
or Credit Risk Obligation.


 


(j)           For
purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest
0.1%. All other calculations, unless otherwise set forth herein or the context otherwise requires, shall be rounded to the
nearest ten-thousandth if expressed as a percentage, and to the nearest one-hundredth if expressed otherwise.


 


(k)          Except
as expressly set forth in this Indenture, the “principal balance” and “outstanding principal balance” of
a Revolving Collateral Obligation or a Delayed Drawdown Collateral Obligation shall include all unfunded commitments that have
not been irrevocably reduced or withdrawn.


 


(l)           Notwithstanding
any other provision of this Indenture to the contrary, all monetary calculations under this Indenture shall be in Dollars.


 


(m)         Any
reference herein to an amount of the Trustee’s or the Collateral Administrator’s fees calculated with respect to a
period at a per annum rate shall be computed on the basis of the actual number of days in the applicable Interest Accrual
Period divided by 360 and shall be based on the aggregate face amount of the Assets.


 


(n)          To
the extent of any ambiguity in the interpretation of any definition or term contained herein or to the extent more than one methodology
can be used to make any of the determinations or calculations set forth herein, the Collateral Manager may direct the Collateral
Administrator or the Collateral Administrator may 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.


 


(o)          For
purposes of calculating the Collateral Quality Tests, DIP Collateral Obligations will be treated as having an S&P Recovery
Rate equal to the S&P Recovery Rate for Senior Secured Loans.


 


(p)          For
purposes of calculating compliance with any tests under this Indenture, the trade date (and not the settlement date) with respect
to any acquisition or disposition of a Collateral Obligation or Eligible Investment shall be used to determine whether and when
such acquisition or disposition has occurred.


 






    	 	-78-	 



     


    

 


(q)          For
all purposes where expressly used in this Indenture, the “principal balance” and “outstanding principal balance”
shall exclude capitalized interest, if any.


 


(r)           For
purposes of the definition of Collateral Obligation, the reference to the “purchase” of an obligation shall include
the purchase of an obligation with cash, the receipt of an obligation by the Issuer in connection with a Contribution and the receipt
of a new obligation in connection with the redemption and re-issuance of an obligation in a cashless roll where the redemption
proceeds with respect to the Collateral Obligation being redeemed are “rolled” into the new obligation.


 


(s)          For
purposes of calculating the Sale Proceeds of a Collateral Obligation in sale transactions, Sale Proceeds will include any Principal
Financed Accrued Interest received in respect of such sale.


 


(t)          Any
direction or Issuer Order required hereunder relating to the purchase, acquisition, sale, disposition or other transfer of Assets
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) from the Collateral Manager on
which the Trustee and Collateral Administrator may rely.


 


ARTICLE
II


 


The Notes


 


Section 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, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by
the Responsible Officers of the Issuer executing such Notes as evidenced by their execution of such Notes. Any portion of the
text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.


 


Section 2.2          Forms
of Notes. (a) The forms of the Notes, including the forms of Certificated Secured Notes, Certificated Subordinated Notes,
Temporary Regulation S Global Secured Notes, Regulation S Global Secured Notes, Rule 144A Global Secured Notes and Rule 144A
Global Subordinated Notes, shall be as set forth in the applicable part of Exhibit A hereto.


 






    	 	-79-	 



     


    

 


(b)          Secured
Notes and Subordinated Notes.


 


(i)           The
Notes of each Class of Secured Notes sold to Qualified Purchasers that are not U.S. persons in offshore transactions (as defined
in Regulation S) in reliance on Regulation S shall each be issued initially in the form of one temporary global Secured Note
per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1
hereto (each, a “Temporary Regulation S Global Secured Note”), which shall be deposited on the Closing Date
on behalf of the purchasers of such Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for,
and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream.
Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note
may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests
in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive,
fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each,
a “Regulation S Global Secured Note”), and shall be deposited on behalf of the subscribers for such Notes represented
thereby with the Trustee as custodian for, and registered in the name of 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. During the Distribution
Compliance Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall
only be made upon delivery to the Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “Non-U.S. Beneficial
Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially
in the Form of Exhibit B-7 hereto. After the expiration of the Distribution Compliance Period, distributions due in respect
of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial
interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld or refused.


 


(ii)          The
Notes of each Class sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Secured
Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1
hereto, in the case of the Secured Notes (each, a “Rule 144A Global Secured Note”) and in the form of one permanent
global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached
as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Rule 144A Global Subordinated Note”)
and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered
in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.


 


(iii)         The
Secured Notes sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured
Note, are Institutional Accredited Investors (that are not Qualified Institutional Buyers) or Accredited Investors shall be issued
in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A-3
hereto (a “Certificated Secured Note”) which shall be registered in the name of the beneficial owner or
a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.


 






    	 	-80-	 



     


    

 


(iv)         The
Subordinated Notes sold to U.S. Persons that are Accredited Investors (that are not Qualified Institutional Buyers) and either
Qualified Purchasers, Knowledgeable Employees with respect to the Issuer, Collateral Manager, or a corporation, partnership, limited
liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either
a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager and shall be issued
in the form of definitive, fully registered notes without coupons substantially in the form attached as Exhibit A-4
hereto (each, a “Certificated Subordinated Note” and, together with the Certificated Secured Notes, “Certificated
Notes”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the
Issuer and authenticated by the Trustee as hereinafter provided.


 


(v)         The
aggregate principal amount of the Regulation S Global Secured Notes, the Rule 144A Global Secured Notes and the Rule 144A Global
Subordinated 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)          Book
Entry Provisions. This Section 2.2(c) shall apply only to Global Secured Notes deposited with or on behalf
of DTC.


 


The provisions of the “Operating
Procedures of the Euroclear System” of Euroclear and the “Terms and Conditions Governing Use of Participants”
of Clearstream, respectively, will be applicable to the Global Secured Notes and the Rule 144A Global Subordinated Notes insofar
as interests in such Global Secured Notes and Rule 144A Global Subordinated 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 Secured Notes or Rule 144A Global Subordinated Notes held on their behalf
by the Trustee, as custodian for DTC, and DTC may be treated by the Issuer, the Trustee, and any agent of the Issuer or the Trustee
as the absolute owner of such Note for all 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.


 


Section 2.3          Authorized
Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be
authenticated and delivered under this Indenture is limited to U.S.$602,400,000 aggregate principal amount of Notes (except for
(i) Deferred Interest with respect to the Class C-1 Notes, the Class C-2 Notes and the Class D Notes, (ii) Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5,
Section 2.6 or Section 8.5 of this Indenture or (iii) Additional Notes issued in accordance
with Sections 2.13 and 3.2).


 






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Such Notes shall be divided
into the Classes, having the designations, original principal amounts and other characteristics as follows:


 


Notes


 


	Class
    Designation	 	A	 	 	B	 	 	C-1	 	 	C-2	 	 	D	 	 	Subordinated	 
	Original
    Principal Amount	 	U.S.$	327,000,000	 	 	U.S.$	61,200,000	 	 	U.S.$	20,000,000	 	 	U.S.$	38,800,000	 	 	U.S.$	42,000,000	 	 	 U.S.$	113,400,000	 
	Stated Maturity	 	 	January
                                         20, 2031	 	 	 	January
                                         20, 2031	 	 	 	January
                                         20, 2031	 	 	 	January
                                         20, 2031	 	 	 	January
                                         20, 2031	 	 	 	November
                                         16, 2118	 
	Fixed Rate Note	 	 	No	 	 	 	No	 	 	 	No	 	 	 	No	 	 	 	No	 	 	 	N/A	 
	Interest Rate	 	 	LIBOR
                                         + 1.48%	 	 	 	LIBOR
                                         + 2.10%	 	 	 	LIBOR
                                         + 2.80%	 	 	 	LIBOR
                                         + 2.65%	 	 	 	LIBOR
                                         + 2.95%	 	 	 	N/A	 
	Floating Rate Note	 	 	Yes	 	 	 	Yes	 	 	 	Yes	 	 	 	Yes	 	 	 	Yes	 	 	 	N/A	 
	Index	 	 	LIBOR	 	 	 	LIBOR	 	 	 	LIBOR	 	 	 	LIBOR	 	 	 	LIBOR	 	 	 	N/A	 
	Index Maturity	 	 	3
                                         month	 	 	 	3
                                         month	 	 	 	3
                                         month	 	 	 	3
                                         month	 	 	 	3
                                         month	 	 	 	N/A	 
	Spread1       	 	 	1.48	%	 	 	2.10	%	 	 	2.80	%	 	 	2.65	%	 	 	2.95	%	 	 	N/A	 
	Initial Rating(s):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	S&P	 	 	“AAA(sf)”	 	 	 	“AA(sf)”	 	 	 	“A(sf)”	 	 	 	“A(sf)”	 	 	 	“BBB-(sf)”	 	 	 	N/A	 
	Fitch	 	 	“AAAsf”	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	Priority Classes	 	 	None	 	 	 	A	 	 	 	A,
                                         B	 	 	 	A,
                                         B	 	 	 	A,
                                         B, C-1, C-2	 	 	 	A,
                                         B, C-1, C-2, D	 
	Pari Passu Classes	 	 	None	 	 	 	None	 	 	 	C-2	 	 	 	C-1	 	 	 	None	 	 	 	None	 
	Junior Classes	 	 	B,
                                         C-1, C-2, D, Subordinated 	 	 	 	C-1,
                                         C-2, D, Subordinated 	 	 	 	D,
                                         Subordinated 	 	 	 	D,
                                         Subordinated 	 	 	 	Subordinated
                                         	 	 	 	None	 
	Interest 
 Deferrable	 	 	No	 	 	 	No	 	 	 	Yes	 	 	 	Yes	 	 	 	Yes	 	 	 	N/A	 




 





 






		1	The spread over LIBOR for each Class of Secured Notes (other
than the Class A Notes) is subject to reduction pursuant to Section 9.8.



 


The Secured Notes shall
be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes
shall be issued in minimum denominations of U.S.$1,300,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only
be transferred or resold in compliance with the terms of this Indenture.


 


Section 2.4           Execution,
Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its respective Officers.
The signature of such Officer on the Notes may be manual or facsimile.


 


Notes bearing the manual
or facsimile signatures of individuals who were at the time of execution the Officers of the Issuer shall bind the Issuer notwithstanding
the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such
Notes or did not hold such offices at the date of issuance of such Notes.


 






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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 (which shall be deemed
to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided herein and not otherwise.


 


Each Note authenticated
and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing
Date. All other Notes that are authenticated 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 principal
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. If any Note is divided into more than one Note in accordance with this Article
II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor
and shall be deemed to be the original aggregate 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 signatories, and such certificate upon any Note shall be conclusive evidence, and the
only evidence, that such Note has been duly authenticated and delivered hereunder.


 


Section 2.5           Registration,
Registration of Transfer and Exchange. (a) The Issuer shall cause the Notes to be Registered and shall cause to be kept a
register (the “Register”) at the office of the Trustee in which, subject to such reasonable regulations
as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Trustee
is hereby initially appointed registrar (the “Registrar”) for the purpose of registering Notes and transfers
of such Notes with respect to the Register maintained in the United States as herein provided. Upon any resignation or removal
of the Registrar, the Issuer shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Registrar.


 


If a Person other than
the Trustee is appointed by the Issuer as Registrar, the Issuer will give the Trustee prompt written notice of the appointment
of a Registrar and of the location, and any change in the location, of the Register, and the Trustee shall have the right to inspect
the 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 Registrar by an Officer thereof as to the names and addresses of the Holders of the Notes and the principal
or face amounts and numbers of such Notes. Upon written request at any time the Registrar shall provide to the Issuer, the Collateral
Manager, the Initial Purchaser or any Holder a current list of Holders as reflected in the Register.


 






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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 any time, the Issuer, the Collateral Manager or the Initial Purchaser may request a list of Holders from the Trustee.


 


In addition, when permitted
under this Indenture, the Issuer, the Trustee and the Collateral Manager shall be entitled to rely conclusively upon any certificate
of ownership provided to the Trustee by a beneficial owner of a Note (including a Beneficial Ownership Certificate or a certificate
in the form of Exhibit D) and/or other forms of reasonable evidence of such ownership as to the names and addresses of such
beneficial owner and the Classes, principal amounts and CUSIP numbers of Notes beneficially owned thereby. At any time, upon request
of the Issuer, the Collateral Manager or the Initial Purchaser, the Trustee shall provide such requesting Person a copy of each
Beneficial Ownership Certificate that the Trustee has received; provided, however, the Trustee shall have no obligation
or duty to verify information with respect to such Beneficial Ownership Certificate or certificate in the form of Exhibit D
and shall only be required to retain copies of such documents presented to it.


 


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 issued and authenticated
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 a form reasonably satisfactory to the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized
in writing with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar,
which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act.


 


No service charge shall
be made to a Holder for any registration of transfer or exchange of Notes, but the Trustee may require payment of a sum sufficient
to cover any transfer, tax or other governmental charge payable in connection therewith. The 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 1940 Act.


 






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(c)          No
transfer of any Subordinated Note (or any interest therein) will be effective if after giving effect to such transfer 25% or more
of the Aggregate Outstanding Amount of the Subordinated Notes would be held by Persons who have represented that they are Benefit
Plan Investors. For purposes of these calculations and all other calculations required by this sub-section, (A) any Notes of the
Issuer held by a Person (other than a Benefit Plan Investor) who is a Controlling Person, the Trustee, the Collateral Manager,
the Retention Provider, the Initial Purchaser or any of their respective affiliates (other than those interests held by a Benefit
Plan Investor) shall be disregarded and not treated as Outstanding and (B) an “affiliate” of a Person shall include
any Person, directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with
the Person, and “control” with respect to a Person other than an individual shall mean the power to exercise a controlling
influence over the management or policies of such Person. The Trustee shall be entitled to rely exclusively upon the information
set forth in the face of the transfer certificates received pursuant to the terms of this Section 2.5 and only Notes that
a Trust Officer of the Trustee actually knows to be so held shall be so disregarded. In addition, no Rule 144A Global Subordinated
Notes (other than Rule 144A Global Subordinated Notes purchased from the Issuer as part of the initial offering or on the Closing
Date) may be held by or transferred to a Benefit Plan Investor or Controlling Person and each beneficial owner of a Rule 144A Global
Subordinated Note acquiring its interest in the Subordinated Notes in the initial offering on the Closing Date shall provide to
the Issuer a written certification in the form of Exhibit B-5 attached hereto.


 


(d)          Each
subsequent transferee of a Note, by acceptance of such Note or an interest in such Note, shall be deemed to have agreed to comply
with Section 2.12.


 


(e)          Notwithstanding
anything contained herein to the contrary, the Trustee shall not be responsible for ascertaining whether any transfer complies
with, or for otherwise monitoring or determining compliance with, the registration provisions of or any exemptions from the Securities
Act, applicable state securities laws or the applicable laws of any other jurisdiction, ERISA, the Code, the 1940 Act, or the terms
hereof; provided that if a 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 certificate substantially conforms on its face to the applicable requirements of this Indenture and
shall promptly notify the party delivering the same and the Issuer if such certificate does not comply with such terms.


 


(f)           [Reserved.]


 


(g)          Transfers
of Global Secured Notes shall only be made in accordance with Section 2.2(b) and this Section 2.5(g).


 






    	 	-85-	 



     


    

 


(i)          Rule
144A Global Secured Note to Temporary Regulation S Global Secured Note or Regulation S Global Secured Note. If a holder of
a beneficial interest in a Rule 144A Global Secured Note deposited with DTC wishes at any time to exchange its interest in such
Rule 144A Global Secured Note for, during the Distribution Compliance Period, an interest in a corresponding Temporary Regulation
S Global Secured Note, or after the Distribution Compliance Period, to transfer its interest in such Rule 144A Global Secured Note
to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Secured Note,
such holder (provided that such holder or, in the case of a transfer, the transferee is a Qualified Purchaser that is not
a U.S. person and is acquiring such interest in an offshore transaction (as defined in Regulation S)) 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 Temporary Regulation S Global Secured Note or Regulation S Global Secured
Note, as applicable. Upon receipt by the Registrar of (A) instructions given in accordance with DTC’s procedures from
an Agent Member directing the Registrar to credit or cause to be credited a beneficial interest in the corresponding Temporary
Regulation S Global Secured Note or Regulation S Global Secured Note, as applicable, but not less than the minimum denomination
applicable to such holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Secured Note to
be exchanged or transferred, (B) a written order given in accordance with DTC’s procedures containing information regarding
the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase, (C) a certificate
in the form of Exhibit B-1 attached hereto given by the holder of such beneficial interest stating that the exchange or
transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Secured Notes, including
that the holder or the transferee, as applicable, is a Qualified Purchaser that is not a U.S. person, and is acquiring such interest
in an offshore transaction pursuant to and in accordance with Regulation S and (D) a written certification in the form
of Exhibit B-7 attached hereto given by the transferee in respect of such beneficial interest stating, among other
things, that such transferee is a Qualified Purchaser that is not a U.S. person purchasing such beneficial interest in an offshore
transaction pursuant to Regulation S, then the Registrar shall approve the instructions at DTC to reduce the principal amount
of the Rule 144A Global Secured Note and to increase the principal amount of the Temporary Regulation S Global Secured Note or
the Regulation S Global Secured Note, as applicable, by the aggregate principal amount of the beneficial interest in the Rule 144A
Global Secured Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent
Member specified in such instructions a beneficial interest in the corresponding Temporary Regulation S Global Secured Note or
Regulation S Global Secured Note, as applicable, equal to the reduction in the principal amount of the Rule 144A Global Secured
Note.


 






    	 	-86-	 



     


    

 


(ii)          Temporary
Regulation S Global Secured Note or Regulation S Global Secured Note to Rule 144A Global Secured Note. If a holder of a beneficial
interest in, during the Distribution Compliance Period, a Temporary Regulation S Global Secured Note or, after the Distribution
Compliance Period, a Regulation S Global Secured Note, as applicable, deposited with DTC wishes at any time to exchange its interest
in such Temporary Regulation S Global Secured Note or Regulation S Global Secured Note, as applicable, for an interest in the corresponding
Rule 144A Global Secured Note or to transfer its interest in such Temporary Regulation S Global Secured Note or such Regulation
S Global Secured Note, as applicable, to a Person who wishes to take delivery thereof in the form of an interest in the corresponding
Rule 144A Global Secured 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 Rule 144A Global Secured Note. Upon receipt by the Registrar of (A) instructions
from Euroclear, Clearstream and/or DTC, as the case may be, directing the Registrar to cause to be credited a beneficial interest
in the corresponding Rule 144A Global Secured Note in an amount equal to the beneficial interest in such Temporary Regulation S
Global Secured Note or such Regulation S Global Secured Note, as applicable, but not less than the minimum denomination applicable
to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant
account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B-3 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 Temporary Regulation S Global Secured Note or such Regulation S Global Secured Note, as applicable, reasonably
believes that the Person acquiring such interest in a Rule 144A Global Secured Note is a Qualified Purchaser and a Qualified Institutional
Buyer, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or any other jurisdiction and (C) a written certification in
the form of Exhibit B-6 attached hereto given by the transferee in respect of such beneficial interest stating, among
other things, that such transferee is a Qualified Institutional Buyer and a Qualified Purchaser, then the Registrar will approve
the instructions at DTC to reduce, or cause to be reduced, the Temporary Regulation S Global Secured Note or the Regulation S Global
Secured Note, as applicable, by the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global
Secured Note or the Regulation S Global Secured Note, as applicable, to be transferred or exchanged and the Registrar shall instruct
DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member specified
in such instructions a beneficial interest in the corresponding Rule 144A Global Secured Note equal to the reduction in the principal
amount of the Temporary Regulation S Global Secured Note or the Regulation S Global Secured Note, as applicable.


 






    	 	-87-	 



     


    

 


(iii)         Global
Secured Note to Certificated Secured Note. Subject to Section 2.10(a), if a holder of a beneficial interest in a Global
Secured Note (other than a Temporary Regulation S Global Secured Note) deposited with DTC wishes at any time to transfer its interest
in such Global Secured Note to a Person who wishes to take delivery thereof in the form of a corresponding Certificated Secured
Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or
DTC, as the case may be, transfer, or cause the transfer of, such interest for a Certificated Secured Note. Upon receipt by the
Registrar of (A) certificates substantially in the form of Exhibit B-2 attached hereto executed by the transferee and
(B) appropriate instructions from DTC, if required, the Registrar will approve the instructions at DTC to reduce, or cause
to be reduced, the Global Secured Note by the aggregate principal amount of the beneficial interest in the Global Secured Note
to be transferred, record the transfer in the 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 corresponding Certificated Secured Notes, registered
in the names specified in the instructions described in clause (B) above, in principal amounts designated by the transferee
(the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Global Secured Note
transferred by the transferor), and in authorized denominations.


 


(iv)        Temporary
Regulation S Global Secured Note to Regulation S Global Secured Note. Interests in a Temporary Regulation S Global Secured
Note may be exchanged after the Distribution Compliance Period for interests in a Regulation S Global Secured Note. Until so exchanged
in full and except as provided therein, the Temporary Regulation S Global Secured Note, and the Notes evidenced thereby, shall
in all respects be entitled to the same benefits under this Indenture as the Regulation S Global Secured Note and Rule 144A Global
Secured Note authenticated and delivered hereunder.


 


(v)         Distribution
Compliance Period. Prior to the termination of the Distribution Compliance Period with respect to the issuance of the Notes,
transfers of interests in the Temporary Regulation S Global Secured Notes to U.S. persons (as defined in Regulation S) shall be
limited to transfers made pursuant to the provisions of clause (ii) above. The Trustee shall be entitled to assume that the Distribution
Compliance Period ends on the 40th day following the Closing Date, except to the extent notified to the contrary by the Issuer
or the Collateral Manager on the Issuer’s behalf.


 






    	 	-88-	 



     


    

 


(h)          Transfers
of Certificated Secured Notes shall only be made in accordance with Section 2.2(b) and this Section 2.5(h).


 


(i)          Certificated
Secured Notes to Global Secured Notes. If a holder of a Certificated Secured Note wishes at any time to transfer such Certificated
Secured Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a corresponding Global Secured
Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or
DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Secured Note for a beneficial
interest in a corresponding Global Secured Note. Upon receipt by the Registrar of (A) a Holder’s Certificated Secured
Note properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B-1
or Exhibit B-3 (as applicable) attached hereto executed by the transferor and a certificate substantially in the form of
Exhibit B-6 or B-7 (as applicable) attached hereto executed by the transferee, (C) instructions given in
accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause
to be credited a beneficial interest in the applicable Global Secured Notes in an amount equal to the Certificated Secured Notes
to be transferred or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information
regarding the Agent Member’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Registrar
shall cancel such Certificated Secured Note in accordance with Section 2.9, record the transfer in the 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 Agent Member specified in such instructions a beneficial interest in the
corresponding Global Secured Note equal to the principal amount of the Certificated Secured Note transferred or exchanged.


 


(ii)          Certificated
Secured Notes to Certificated Secured Notes. Upon receipt by the Registrar of (A) a Holder’s Certificated Secured
Note properly endorsed for assignment to the transferee, and (B) certificates substantially in the form of Exhibit B-2
attached hereto executed by the transferee, the Registrar shall cancel such Certificated Secured Note in accordance with Section 2.9,
record the transfer in the 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 Secured Notes bearing the same designation as the Certificated Secured
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 Secured Note surrendered by the transferor), and in authorized denominations.


 


(i)           Transfers
and exchanges of Subordinated Notes shall only be made in accordance with Section 2.2(b) and this Section 2.5(i).


 


(i)          Certificated
Subordinated Note to Certificated Subordinated Note. Upon receipt by the Registrar of (A) a Holder’s Certificated
Subordinated Note properly endorsed for assignment to the transferee, and (B) certificates in the form of Exhibits B-4
and B-5 attached hereto given by the transferee of such Certificated Subordinated Note, the Registrar shall cancel such
Certificated Subordinated Note in accordance with Section 2.9, record the transfer in the 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 Subordinated Notes bearing the same designation as the Certificated Subordinated 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 Subordinated
Note surrendered by the transferor), and in authorized denominations.


 






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(ii)         Rule
144A Global Subordinated Note to Certificated Subordinated Note. Subject to Section 2.10(a), if a holder of a beneficial
interest in a Rule 144A Global Subordinated Note deposited with DTC wishes at any time to transfer its interest in such Rule 144A
Global Subordinated Note to a Person who wishes to take delivery thereof in the form of a corresponding Certificated Subordinated
Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or
DTC, as the case may be, transfer, or cause the transfer of, such interest for a Certificated Subordinated Note. Upon receipt by
the Registrar of (A) certificates substantially in the form of Exhibits B-4 and B-5 attached hereto executed by the
transferee and (B) appropriate instructions from DTC, if required, the Registrar will approve the instructions at DTC to reduce,
or cause to be reduced, the Rule 144A Global Subordinated Note by the aggregate principal amount of the beneficial interest in
the Rule 144A Global Subordinated Note to be transferred, record the transfer in the 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 corresponding Certificated Subordinated
Notes, registered in the names specified in the instructions described in clause (B) above, in principal amounts designated
by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such
Rule 144A Global Subordinated Note transferred by the transferor), and in authorized denominations.


 


(iii)        Certificated
Subordinated Notes to Rule 144A Global Subordinated Notes. If a holder of a Certificated Subordinated Note wishes at any time
to transfer such Certificated Subordinated Note to a Person who wishes to take delivery thereof in the form of a beneficial interest
in a corresponding Rule 144A Global Subordinated Note, such holder may, subject to the immediately succeeding sentence and the
rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer
of, such Certificated Subordinated Note for a beneficial interest in a corresponding Rule 144A Global Subordinated Note. Upon receipt
by the Registrar of (A) a Holder’s Certificated Subordinated Note properly endorsed for assignment to the transferee,
(B) a certificate substantially in the form of Exhibit B-8 attached hereto executed by the transferor and a certificate
substantially in the form of Exhibit B-9 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 Rule 144A Global Subordinated Note in an amount equal to the Certificated
Subordinated Notes to be transferred or exchanged, and (D) a written order given in accordance with DTC’s procedures
containing information regarding the Agent Member’s account at DTC and/or Euroclear or Clearstream to be credited with such
increase, the Registrar shall cancel such Certificated Subordinated Note in accordance with Section 2.9, record the
transfer in the 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 Agent Member specified in such instructions a
beneficial interest in the corresponding Rule 144A Global Subordinated Note equal to the principal amount of the Certificated Subordinated
Note transferred or exchanged.


 






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(j)           If
Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable legends set forth in the applicable
part of Exhibit A hereto, and if a request is made to remove such applicable legend on such Notes, the Notes so issued
shall bear such applicable legend, or such applicable legend shall not be removed, as the case may be, unless there is delivered
to the Trustee and the Issuer such satisfactory evidence, which may include an Opinion of Counsel acceptable to them, as may be
reasonably required by the Issuer (and which shall by its terms permit reliance by the Trustee), to the effect that neither such
applicable legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with
the provisions of the Securities Act, the 1940 Act, ERISA or the Code. Upon provision of such satisfactory evidence, the Trustee
or its Authenticating Agent, at the written direction of the Issuer shall, after due execution by the Issuer authenticate and deliver
Notes that do not bear such applicable legend.


 


(k)          Each
Person who becomes a beneficial owner of Notes represented by an interest in a Global Secured Note or a Rule 144A Global Subordinated
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 Collateral Manager, the Initial Purchaser, the Trustee,
the Collateral Administrator, the Retention Provider or any of their respective Affiliates is acting as a fiduciary or financial
or investment adviser for such beneficial owner; (B) such beneficial owner is not relying (for purposes of making any investment
decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Collateral
Manager, the Trustee, the Collateral Administrator, the Initial Purchaser, the Retention Provider or any of their respective Affiliates
other than any statements in the final Offering Circular for such Notes, and such beneficial owner has read and understands such
final Offering Circular; (C) such beneficial owner has consulted with its own legal, regulatory, tax, business, investment,
financial and accounting advisors to the extent it has deemed necessary and has made its own investment decisions (including decisions
regarding the suitability of any transaction pursuant to this Indenture) based upon its own judgment and upon any advice
from such advisors as it has deemed necessary and not upon any view expressed by the Issuer, the Collateral Manager, the Trustee,
the Collateral Administrator, Initial Purchaser, the Retention Provider or any of their respective Affiliates; (D) such beneficial
owner is either (1) (in the case of a beneficial owner of an interest in a Rule 144A Global Secured Note or Rule 144A Global
Subordinated Note)  both (a) a “qualified institutional buyer” (as defined under Rule 144A under the Securities
Act) that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of issuers
that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(d) or (a)(1)(e) of Rule 144A under
the Securities Act or a trust fund referred to in paragraph (a)(1)(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 and (b) a Qualified Purchaser
for purposes of Section 3(c)(7) of the 1940 Act (or a corporation, partnership, limited liability company or other entity (other
than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) or (2) (in the case
of a beneficial owner of an interest in a Regulation S Global Secured Note) a Qualified Purchaser that is not a “U.S. person”
as defined in Regulation S and is acquiring the Notes in an offshore transaction (as defined in Regulation S) in reliance
on the exemption from registration provided by Regulation S; (E) such beneficial owner is acquiring its interest in
such Notes for its own account; (F) such beneficial owner was not formed for the purpose of investing in such Notes; (G) such
beneficial owner understands that the Issuer may receive a list of participants holding interests in the Notes from one or more
book-entry depositories; (H) such beneficial owner will hold and transfer at least the minimum denomination of such Notes;
(I) such beneficial owner is a sophisticated investor and is purchasing the Notes with a full understanding of all of the
terms, conditions and risks thereof, and is capable of and willing to assume those risks; and (J) such beneficial owner will
provide notice of the relevant transfer restrictions to subsequent transferees.


 






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(ii)          Each
Person who acquires a Secured Note or any interest therein will be required or deemed to represent, warrant and agree that (A)
if such Person is, or is acting on behalf of, a Benefit Plan Investor, its acquisition, holding and disposition of such interest
do not and will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the
Code, and (B) if such Person is, or is acting on behalf of, a governmental, church, non-U.S. or other plan which is subject to
any Other Plan Law, such Person’s acquisition, holding and disposition of such Note will not constitute or result in a non-exempt
violation of any such Other Plan Law.


 


(iii)         With
respect to a Rule 144A Global Subordinated Note or any interest therein (1) if it is a purchaser of Rule 144A Global Subordinated
Notes from the Issuer as part of the initial offering on the Closing Date, it will be required to represent and warrant (a) whether
or not it is, or is acting on behalf of, a Benefit Plan Investor, (b) whether or not it is a Controlling Person and (c) (i) if
it is, or is acting on behalf of, a Benefit Plan Investor, that its acquisition, holding and disposition of such Subordinated Notes
will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
(ii) if it is, or is acting on behalf of, a governmental, church, non-U.S. plan or other plan, (x) it is not, and for so long as
it holds such Subordinated Notes or interest therein will not be, subject to Similar Law and (y) its acquisition, holding and disposition
of such Subordinated Notes will not constitute or result in a non-exempt violation of any Other Plan Law and (2) each purchaser
or subsequent transferee, as applicable, of an interest in a Rule 144A Global Subordinated Note other than from the Issuer as part
of the initial offering on the Closing Date, on each day from the date on which such beneficial owner acquires its interest in
such Subordinated Notes through and including the date on which such beneficial owner disposes of its interest in such Subordinated
Notes, will be deemed to have represented and agreed that (a) it is not, and is not acting on behalf of, a Benefit Plan Investor
or a Controlling Person and (b) if it is, or is acting on behalf of, a governmental, church, non-U.S. or other plan, (x) it is
not, and for so long as it holds such Subordinated Notes or interest therein will not be, subject to Similar Law and (y) its acquisition,
holding and disposition of such Subordinated Notes will not constitute or result in a non-exempt violation of any Other Plan Law.


 






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(iv)        Such
beneficial owner understands that such Notes are being offered only in a transaction not involving any public offering in the United
States within the meaning of the Securities Act, such Notes have not been and will not be registered under the Securities Act,
and, if in the future such beneficial owner decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be
offered, resold, pledged or otherwise transferred only in accordance with the provisions of this Indenture and the legend on such
Notes. Such beneficial owner acknowledges that no representation has been made as to the availability of any exemption under the
Securities Act or any state securities laws for resale of such Notes. Such beneficial owner understands that the Issuer has not
been registered as an “investment company” under the 1940 Act and is exempt from registration as such by virtue of
Section 3(c)(7) of the 1940 Act.


 


(v)         Such
beneficial owner is aware that, except as otherwise provided herein, any Secured Notes being sold to it in reliance on Regulation S
will be represented by one or more Regulation S Global Secured Notes and that beneficial interests therein may be held only through
DTC for the respective accounts of Euroclear or Clearstream.


 


(vi)        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.


 


(vii)       Such
beneficial owner is obtaining such beneficial interest in compliance with certain restrictions imposed during the Distribution
Compliance Period.


 


(viii)      Such
beneficial owner acknowledges and agrees to the representations and restrictions set forth in Section 2.12.


 






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(l)           Each
Person who becomes an owner of a Certificated Secured Note will be required to make the representations and agreements set forth
in Exhibit B-2. Each Person who purchases an interest in a Rule 144A Global Subordinated Note from the Issuer as part
of the initial offering on the Closing Date will be required to make the representations and agreements set forth in Exhibit
B-5. Each Person who becomes an owner of a Certificated Subordinated Note (including a transfer of an interest in a Rule 144A
Global Subordinated Note to a transferee acquiring a Subordinated Note in certificated form) will be required to make the representations
and agreements set forth in Exhibit B-4 and Exhibit B-5.


 


(m)         Any
purported transfer of a Note not in accordance with this Section 2.5 shall be null and void and shall not be given
effect for any purpose whatsoever.


 


(n)          To
the extent required by the Issuer, as determined by the Issuer or the Collateral Manager on behalf of the Issuer, the Issuer may,
upon written notice to the Trustee, impose additional transfer restrictions on the Notes to comply with the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and other similar laws or regulations,
including, without limitation, requiring each transferee of a Note to make representations to the Issuer in connection with such
compliance.


 


(o)          The
Registrar, the Trustee and the Issuer shall be entitled to conclusively rely on the information set forth on the face of 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. Notwithstanding anything in this Indenture to the contrary,
the Trustee shall not be required to obtain any certificate specifically required by the terms of this Section 2.5 if the
Trustee is not notified of or in a position to know of any transfer requiring such a certificate to be presented by the proposed
transferor or transferee.


 


(p)          For
the avoidance of doubt, notwithstanding anything in this Indenture to the contrary, the Initial Purchaser may hold a position in
a Regulation S Global Secured Note prior to the distribution of the applicable Secured Notes represented by such position.


 


(q)          Neither
the Trustee nor the Registrar shall be liable for any delay in the delivery of directions from the depository and may conclusively
rely on, and shall be fully protected in relying on, such direction as to the names of the beneficial owners in whose names such
Certificated Notes shall be registered or as to delivery instructions for such Certificated Notes.


 


Section 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, bearing interest from the date to which interest has been paid on the
mutilated, defaced, destroyed, lost or stolen Note and bearing a number not contemporaneously outstanding.


 








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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.


 


Upon the issuance of
any new Note under this Section 2.6, the Issuer may require the payment by the Holder thereof of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.


 


Every new Note issued
pursuant to this Section 2.6 in lieu of any mutilated, defaced, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer and such new Note shall be entitled, subject to the second paragraph of
this Section 2.6, to all the benefits of this Indenture equally and proportionately with any and all other Notes of
the same Class duly issued hereunder.


 


The provisions of this
Section 2.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Notes.


 


Section 2.7           Payment
of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved. (a) The Secured Notes of each Class
shall accrue interest during each Interest Accrual Period at the applicable Interest Rate and such interest will be payable in
arrears on each Payment Date on the Aggregate Outstanding Amount (and, with respect to the Class C-1 Notes, the Class C-2 Notes
and the Class D Notes, any Deferred Interest thereon, as applicable, as described below) thereof on the first day of the related
Interest Accrual Period (after giving effect to payments of principal thereof on such date), except as otherwise set forth below;
provided that, for the avoidance of doubt, with respect to any payment of interest on a Redemption Date, such interest
shall be determined in accordance with the calculation above solely for the period from, and including, the first day of such
Interest Accrual Period through, but excluding, such Redemption Date; provided further that, with respect to any Interest
Accrual Period during which a Re-Pricing has occurred, the applicable Interest Rate of any Re-Priced Class shall reflect the applicable
Re-Pricing Rate from and including, the applicable Re-Pricing Date. Payment of interest on each Class of Secured Notes (and payments
of available Interest Proceeds to the Holders of the Subordinated Notes) will be subordinated to the payment of interest on each
related Priority Class as provided in Section 11.1. So long as any Priority Class is Outstanding with respect to the Class
C-1 Notes, the Class C-2 Notes or the Class D Notes, any payment of interest due on the Class C-1 Notes, the Class C-2 Notes or
the Class D Notes which is not available to be paid in accordance with the Priority of Payments on any Payment Date (“Deferred
Interest”) shall not be considered “due and payable” for the purposes of Section 5.1(a) (and the
failure to pay such interest shall not be an Event of Default) until the earliest of (i) the Payment Date on which funds are available
to pay such Deferred Interest in accordance with the Priority of Payments, (ii) the Redemption Date or the Re-Pricing Date, as
applicable, with respect to the Class C-1 Notes, the Class C-2 Notes or the Class D Notes, as applicable and (iii) the Stated
Maturity of the Class C-1 Notes, the Class C-2 Notes or the Class D Notes, as applicable. Deferred Interest on the Class C-1 Notes,
the Class C-2 Notes or the Class D Notes, as applicable, shall be payable on the first Payment Date on which funds are available
to be used for such purpose in accordance with the Priority of Payments, but in any event no later than the earlier of the Payment
Date (i) which is the Redemption Date or Re-Pricing Date, as applicable, with respect to the Class C-1 Notes, the Class C-2 Notes
or the Class D Notes, as applicable and (ii) which is the Stated Maturity of the Class C-1 Notes, the Class C-2 Notes or the Class
D Notes, as applicable. Regardless of whether any Priority Class is Outstanding with respect to the Class C-1 Notes, the Class
C-2 Notes or the Class D Notes, as applicable, to the extent that funds are not available on any Payment Date (other than the
Redemption Date or Re-Pricing Date, as applicable, with respect to, or Stated Maturity of, the Class C-1 Notes, the Class C-2
Notes or the Class D Notes, as applicable) to pay previously accrued Deferred Interest, such previously accrued Deferred Interest
will not be due and payable on such Payment Date and any failure to pay such previously accrued Deferred Interest on such Payment
Date will not be an Event of Default. Interest will cease to accrue on each Secured Note, or in the case of a partial repayment,
on such repaid part, from the date of repayment. To the extent lawful and enforceable, interest on any interest that is not paid
when due on any Class A Notes, or if no Class A Notes are Outstanding, any Class B Notes, or if no Class A Notes or Class B Notes
are Outstanding, any Class C Notes, or if no Class A Notes, Class B Notes or Class C Notes are Outstanding, any Class D Notes
shall accrue at the Interest Rate for such Class until paid as provided herein.


 






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(b)          The
principal of each Secured Note of each Class matures at par and is due and payable on the date of the Stated Maturity for such
Class, unless such principal has been previously repaid or unless the unpaid principal of such Secured Note becomes due and payable
at an earlier date by declaration of acceleration, call for redemption or otherwise. Notwithstanding the foregoing, the payment
of principal of each Class of Secured Notes (and payments of Principal Proceeds to the Holders of the Subordinated Notes) may only
occur in accordance with the Priority of Payments. Payments of principal on any Class of Secured Notes, and distributions of Principal
Proceeds to Holders of Subordinated Notes, which are not paid, in accordance with the Priority of Payments, on any Payment Date
(other than the Payment Date which is the Stated Maturity of such Class of Notes or any Redemption Date or Re-Pricing Date, as
applicable), because of insufficient funds therefor shall not be considered “due and payable” for purposes of Section 5.1(a) until
the Payment Date on which such principal may be paid in accordance with the Priority of Payments or all Priority Classes with respect
to such Class have been paid in full.


 


(c)          Principal
payments on the Notes will be made in accordance with the Priority of Payments and Article IX.


 






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(d)          The
Paying Agent shall require the previous delivery of properly completed and signed applicable tax certifications (generally, in
the case of U.S. federal income tax, an IRS Form W-9 (or applicable successor form) in the case of a United States Tax Person or
the appropriate IRS Form W-8 (or applicable successor form) in the case of a Person that is not a United States Tax Person) or
other certification acceptable to it to enable the Issuer, the Trustee and any Paying Agent to determine their duties and liabilities
with respect to any taxes or other charges that they may be required to pay, deduct or withhold from payments in respect of such
Note or the Holder or beneficial owner of such Note under any present or future law or regulation of the United States, any other
jurisdiction or any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements
under any such law or regulation and to determine if payments by the Issuer are subject to withholding. The Issuer shall not be
obligated to pay any additional amounts to the Holders or beneficial owners of the Notes as a result of deduction or withholding
for or on account of any present or future taxes, duties, assessments or governmental charges with respect to the Notes. Nothing
herein shall be construed to obligate the Paying Agent to determine the duties or liabilities of the Issuer or any other paying
agent with respect to any tax certification or withholding requirements, or any tax certification or withholding requirements of
any jurisdiction, political subdivision or taxing authority outside the United States.


 


(e)          Payments
in respect of interest on and principal of any Secured Note and any payment with respect to any Subordinated Note shall be made
by the Trustee in Dollars to DTC or its nominee with respect to a Global Secured Note or Rule 144A Global Subordinated 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 Secured Note or a Rule 144A Global Subordinated
Note, and to the Holder or its nominee with respect to a Certificated Note; provided that in the case of a Certificated
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Record
Date and (2) if appropriate instructions for any such wire transfer are not received by the related Record Date, then such
payment shall be made by check drawn on a U.S. bank mailed to the address of the Holder specified in the 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 if the Trustee and the Issuer shall have
been furnished such security or indemnity as may be required by them to save each of them harmless and an undertaking thereafter
to surrender such certificate, then, in the absence of notice to the Issuer or the Trustee that the applicable Note has been acquired
by a protected purchaser, such final payment shall be made without presentation or surrender. Neither the Issuer, the Trustee,
the Collateral Manager, nor any Paying Agent will have any responsibility or liability for any aspects of the records (or for maintaining,
supervising or reviewing such records) maintained by DTC, Euroclear, Clearstream or any of the Agent Members relating to or for
payments made thereby on account of beneficial interests in a Global Secured Note or Rule 144A Global Subordinated Note. In the
case where any final payment of principal and interest is to be made on any Secured Note (other than on the Stated Maturity thereof) or
any final payment is to be made on any Subordinated Note (other than on the Stated Maturity thereof), the Trustee, in the name
and at the expense of the Issuer shall prior to the date on which such payment is to be made, mail (by first class mail, postage
prepaid) to the Persons entitled thereto at their addresses appearing on the 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 original principal amount of Secured Notes, original
principal amount of Subordinated Notes and the place where such Notes may be presented and surrendered for such payment.


 






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(f)          Payments
of principal to Holders of the Secured Notes of each Class shall be made in the proportion that the Aggregate Outstanding Amount
of the Secured Notes of such Class registered in the name of each such Holder on the applicable Record Date bears to the Aggregate
Outstanding Amount of all Secured Notes of such Class on such Record Date. Payments to the Holders of the Subordinated Notes from
Interest Proceeds and Principal Proceeds shall be made in the proportion that the Aggregate Outstanding Amount of the Subordinated
Notes registered in the name of each such Holder on the applicable Record Date bears to the Aggregate Outstanding Amount of all
Subordinated Notes on such Record Date.


 


(g)          Interest
accrued with respect to the Secured Notes shall be calculated on the basis of the actual number of days elapsed in the applicable
Interest Accrual Period divided by 360.


 


(h)          All
reductions in the principal amount of a Note (or one or more predecessor Notes) effected by payments of installments of principal
made on any Payment Date, Redemption Date or Re-Pricing Date, as applicable, 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.


 


(i)          Notwithstanding
any other provision of this Indenture, the obligations of the Issuer under the Notes and this Indenture are limited recourse obligations
of the Issuer, payable solely from the Assets and following realization of the Assets, and application of the proceeds thereof
in accordance with this Indenture, all obligations of and any claims against the Issuer hereunder or in connection herewith after
such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director,
manager, partner, member, employee, shareholder, authorized Person or incorporator of the Issuer, the Collateral Manager, the Retention
Provider 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 (i) shall not (i) prevent recourse to the Assets for the sums
due or to become due under any security, instrument or agreement which is part of the Assets or (ii) constitute a waiver,
release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Assets have
been realized. It is further understood that the foregoing provisions of this paragraph (i) shall not limit the right of any
Person to name the Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the 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 or entity. The Subordinated Notes are not secured hereunder.


 






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(j)          Subject
to the foregoing provisions of this Section 2.7, each Note delivered under this Indenture and upon registration of
transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid interest and principal (or other applicable
amount) that were carried by such other Note.


 


Section 2.8           Persons
Deemed Owners. The Issuer, the Trustee, and any agent of the Issuer or the Trustee shall treat as the owner of each Note the
Person in whose name such Note is registered on the Register on the applicable Record Date for the purpose of receiving payments
of principal of and interest on such Note and on any other date for all other purposes whatsoever (whether or not such Note is
overdue), and none of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


Section 2.9           Cancellation.
All Notes surrendered for payment, cancellation pursuant to Section 9.7, registration of transfer, exchange or redemption,
or deemed lost or stolen, shall be promptly canceled by the Trustee and may not be reissued or resold. No Note may be surrendered
(including any surrender in connection with any abandonment, gift, donation or other cause or event) except for payment as provided
herein, for cancellation pursuant to Section 9.7 or for registration of transfer, exchange or redemption in accordance
with Article IX hereof (in the case of a Special Redemption or a mandatory redemption, only to the extent that such Special
Redemption or mandatory redemption results in payment in full of the applicable Class of Notes), or for replacement in connection
with any Note deemed lost or stolen. Any Notes surrendered for cancellation as permitted by this Section 2.9 shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes canceled as provided in this Section 2.9, except as expressly permitted by this Indenture.
All canceled 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.


 


Section 2.10         DTC
Ceases to be Depository. (a) A Global Secured Note or Rule 144A Global Subordinated 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 Secured Note or Rule 144A Global Subordinated 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 any beneficial owner of an interest in such Global Secured Note or Rule 144A Global Subordinated Note.


 


(b)          Any
Global Secured Note or Rule 144A Global Subordinated 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 Corporate Trust Office
to be so transferred, in whole or from time to time in part, without charge, and the Issuer shall execute and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global Secured Note or Rule 144A Global Subordinated 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 Secured Note or Rule 144A Global Subordinated
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 paragraph (b) of this Section 2.10, the Holder of a Global Secured Note or Rule 144A Global
Subordinated 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 any of the events specified in clause (B) of sub-section (a) of this Section 2.10,
the Issuer will promptly make available to the Trustee a reasonable supply of Certificated Notes.


 


If Certificated Notes
are not so issued by the Issuer to such beneficial owners of interests in Global Secured Notes or Rule 144A Global Subordinated
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 Secured Note or Rule 144A Global Subordinated Note would
be entitled to pursue in accordance with Article V of this Indenture (but only to the extent of such beneficial owner’s
interest in the Global Secured Note or Rule 144A Global Subordinated Note) as if corresponding Certificated Notes had been
issued; provided that the Trustee shall be entitled to rely upon any certificate of ownership provided by such beneficial
owners (including a certificate in the form of Exhibit D) and/or other forms of reasonable evidence of such ownership.


 


Neither the Trustee
nor the Registrar shall be liable for any delay in the delivery of directions from the depository and may conclusively rely on,
and shall be fully protected in relying on, such direction as to the names of the beneficial owners in whose names such Certificated
Notes shall be registered or as to delivery instructions for such Certificated Notes.


 


Section 2.11         Non-Permitted
Holders. (a) Notwithstanding anything to the contrary elsewhere herein, (x) any transfer of a beneficial interest in
any Secured Note to a U.S. person that is not a QIB/QP (other than a U.S. person that is (i) an Institutional Accredited Investor
and is also a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust),
each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) or (ii) with respect to Certificated
Secured Notes, an Accredited Investor that is also a Knowledgeable Employee with respect to the Issuer or the Collateral Manager
(or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member
or other equity owner of which is a Qualified Purchaser affiliated with the Collateral Manager and/or a Knowledgeable Employee
with respect to the Issuer or the Collateral Manager and (y) any transfer of a beneficial interest in any Subordinated Note
to a U.S. person that is not a Qualified Institutional Buyer, an Institutional Accredited Investor or an Accredited Investor that
is also (i) a Knowledgeable Employee with respect to the Issuer or the Collateral Manager, (ii) a Qualified Purchaser or (iii)
a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member
or other equity owner of which is either a Qualified Purchaser affiliated with the Collateral Manager and/or a Knowledgeable Employee
with respect to the Issuer or Collateral Manager 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 and the Trustee for all purposes.


 






    	 	-100-	 



     


    

 


(b)          If
(x) any U.S. person that is not a QIB/QP (other than a U.S. person that is (i) an Institutional Accredited Investor and is also
a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder,
partner, member or other equity owner of which is a Qualified Purchaser) or (ii) with respect to Certificated Secured Notes, an
Accredited Investor that is also a Knowledgeable Employee with respect to the Issuer or the Collateral Manager (or a corporation,
partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity
owner of which is a Qualified Purchaser affiliated with the Collateral Manager and/or a Knowledgeable Employee with respect to
the Issuer or the Collateral Manager shall become the beneficial owner of an interest in any Secured Note or (y) any U.S. person
that is not a Qualified Institutional Buyer, an Institutional Accredited Investor or an Accredited Investor that is also (i) a
Knowledgeable Employee with respect to the Issuer or the Collateral Manager, (ii) a Qualified Purchaser or (iii) a corporation,
partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity
owner of which is either a Qualified Purchaser affiliated with the Collateral Manager and/or a Knowledgeable Employee with respect
to the Issuer or Collateral Manager shall become the beneficial owner of an interest in any Subordinated Note (any such Person
a “Non-Permitted Holder”), the acquisition of Notes by such holder shall be null and void ab initio.
The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such person is a Non-Permitted
Holder by the Issuer or the Trustee or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee obtains actual
knowledge), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest in the Notes
held by such Person to a Person that is not a Non-Permitted Holder within 30 days after the date of such notice. If such Non-Permitted
Holder fails to so transfer such Notes, the Issuer or the Collateral Manager acting for the Issuer shall have the right, without
further notice to the Non-Permitted Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer
that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer, or the Collateral Manager acting on behalf
of the Issuer, may 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 shall be
entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined
by it in its sole discretion. The Holder of each Note, the Non-Permitted Holder and each other Person in the chain of title from
the Holder to the Non-Permitted Holder, by its acceptance of an interest in the Notes agrees to cooperate with the Issuer, the
Collateral Manager and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes
due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this
sub-section shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the Collateral
Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such
discretion.


 






    	 	-101-	 



     


    

 


(c)          Notwithstanding
anything to the contrary elsewhere herein, any transfer of a beneficial interest in any Subordinated Note to a Person who has made
an ERISA-related representation required by Section 2.5(c) that is subsequently shown to be false or misleading
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 and the Trustee for all purposes.


 


(d)          If
any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction,
Benefit Plan Investor, Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 that
is subsequently shown to be false or misleading or whose beneficial ownership otherwise causes Benefit Plan Investors to hold 25%
or more of the value of the Subordinated Notes (any such Person a “Non-Permitted ERISA Holder”), the Issuer
(or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder
by the Issuer or upon notice from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge), 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 within 10 days after the date of such notice. If such Non-Permitted
ERISA Holder fails to so transfer such Notes, 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
on such terms as the Issuer may choose. 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 selling such Notes to the highest such
bidder. However, the Issuer may select a purchaser by any other means determined by the Issuer 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 and the Trustee to effect such transfers.
The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the
Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-section shall be determined in the sole discretion
of the Issuer, and none of the Issuer, the Trustee or the Collateral Manager shall be liable to any Person having an interest in
the Notes sold as a result of any such sale or the exercise of such discretion.


 


Section 2.12         Treatment
and Tax Certification. (a) Each Holder (including, for purposes of this Section 2.12, any beneficial owner of an interest
in a Note) of a Secured Note represents and agrees to treat the Secured Notes as indebtedness for U.S. federal, state and local
income and franchise tax purposes, except as otherwise required by law.


 






    	 	-102-	 



     


    

 


(b)          Each
Holder of a Subordinated Note represents and agrees to treat the Subordinated Notes as equity for U.S. federal, state and local
income and franchise tax purposes.


 


(c)          Each
Holder of a Secured Note agrees and understands that the failure to provide the Issuer and the Trustee (and any of their agents)
with the properly completed and signed tax certifications (generally, in the case of U.S. federal income tax, an IRS W-9 (or applicable
successor form) in the case of a person that is a United States Tax Person or the appropriate IRS Form W-8 (or applicable successor
form) in the case of a person that is not a United States Tax Person) may result in withholding from payments in respect of such
Note, including U.S. federal withholding or back-up withholding.


 


(d)          Each
Holder of a Subordinated Note represents and warrants that it is a United States Tax Person, agrees to provide the Issuer and the
Trustee (and any of their agents) with a correct, complete and properly executed IRS Form W-9 (or applicable successor form), and
acknowledges that if it fails to provide the Issuer and the Trustee (and any of their agents) with the properly completed and signed
tax certifications specified above, the acquisition of its interest in such Note shall be void ab initio.


 


(e)          Each
Holder of a Secured Note agrees to provide the Issuer and any relevant intermediary with any information or documentation that
is required under FATCA or that the Issuer or relevant intermediary deems appropriate to enable the Issuer or relevant intermediary
to determine their duties and liabilities with respect to any taxes they may be required to withhold pursuant to FATCA in respect
of such Note or the Holder of such Note. In addition, each purchaser and subsequent transferee of such Notes (or any interest therein)
understands and acknowledges that the Issuer has the right under this Indenture to withhold on any Holder of a Note that fails
to comply with FATCA.


 


(f)          Each
Holder of a Secured Note that is not a United States Tax Person represents that either (a) it is not (i) a bank (or an entity affiliated
with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within
the meaning of Section 881(c)(3)(A) of the Code), (ii) a “10 percent shareholder” with respect to the Issuer within
the meaning of Section 871(h)(3) or Section 881(c)(3)(D) of the Code, or (iii) a “controlled foreign corporation” that
is related to the Issuer within the meaning of Section 881(c)(3)(C) of the Code; (b) it is a person that is eligible for benefits
under an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable
to a permanent establishment in the United States; or (c) it has provided an IRS Form W-8ECI representing that all payments received
or to be received by it on the Notes are effectively connected with the conduct of a trade or business in the United States.


 


(g)          Each
Holder of a Subordinated represents, acknowledges and agrees that:


 


(i)          such
Subordinated Note may not be acquired or owned by any person that is classified for U.S. federal income tax purposes as a partnership,
Subchapter S corporation or grantor trust unless (i) (a) except in the case of the Retention Provider, none of the direct or indirect
beneficial owners of any interest in such person have or ever will have more than 40% of the value of its interest in such person
attributable to the aggregate interest of such person in the combined value of the Subordinated Notes (and any other interest treated
as equity in the Issuer for U.S. federal income tax purposes), and (b) it is not and will not be a principal purpose of the arrangement
involving the investment of such person in any Subordinated Notes and any other equity interests of the Issuer to permit any partnership
to satisfy the 100 partner limitation of Treasury Regulations Section 1.7704-1(h)(1)(ii)
or (ii) such person obtains written advice of Dechert LLP or an opinion of nationally recognized U.S. tax counsel reasonably acceptable
to the Issuer that such transfer will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation;


 






    	 	-103-	 



     


    

 


(ii)         it
will not participate in the creation or other transfer of any financial instrument or contract the value of which is determined
in whole or in part by reference to the Issuer (including the amount of distributions by the Issuer, the value of the Issuer’s
assets, or the results of the Issuer’s operations) or the Subordinated Notes;


 


(iii)        it
will not acquire, or sell, transfer, assign, participate, pledge or otherwise dispose of the Subordinated Note or cause the Subordinated
Note to be marketed, (i) on or through an “established securities market” within the meaning of Section 7704(b)(1)
of the Code and Treasury Regulations Section 1.7704-1(b), including without limitation,
an interdealer quotation system that regularly disseminates firm buy or sell quotations or (ii) if such acquisition, sale, transfer,
assignment, participation, pledge or other disposition would cause the combined number of holders of the Subordinated Notes and
any other equity interests in the Issuer to be more than 88; and


 


(iv)        it
acknowledges and agrees that any sale, transfer, assignment, participation, pledge, or other disposition of the Subordinated Note
that would violate any of the three preceding paragraphs above or otherwise cause the Issuer to be unable to rely on the “private
placement” safe harbor of Treasury Regulations Section 1.7704-1(h)
will be void and of no force or effect, and it will not transfer any interest in the Subordinated Note to any person that does
not agree to be bound by the three preceding paragraphs above or by this paragraph.


 


(h)          Each
Holder of a Secured Note that is not a United States Tax Person represents and acknowledges that it is not and will not become
a member of an “expanded group” (within the meaning of the regulations issued under Section 385 of the Code) that
includes a domestic corporation (as determined for U.S. federal income tax purposes) if either (i) the Issuer is an entity disregarded
as separate from such domestic corporation for U.S. federal income tax purposes or (ii) the Issuer is a “controlled partnership”
(within the meaning of the regulations) with respect to such expanded group or an entity disregarded as separate from such controlled
partnership for U.S. federal income tax purposes.


 






    	 	-104-	 



     


    

 


(i)          Each
Holder of a Subordinated Note acknowledges and agrees that, for so long as the Issuer is classified as a partnership for U.S. federal
income tax purposes, it shall not acquire any Subordinated Notes (or any other interest treated as equity in the Issuer for U.S.
federal income tax purposes) if such transfer would result in the Issuer being treated as a disregarded entity for U.S. federal
income tax purposes.


 


(j)          Each
Holder of a Subordinated Note acknowledges and agrees that, for so long as the Issuer is disregarded as separate from it for U.S.
federal income tax purposes, a Note may not be transferred by it (except to a person that is disregarded as separate from such
Holder for U.S. federal income tax purposes), unless it has received written advice of Dechert LLP or an opinion of nationally
recognized U.S. tax counsel reasonably acceptable to the Issuer that such transfer will not result in the Issuer becoming classified
as an association taxable as a corporation or as a publicly traded partnership taxable as a corporation for U.S. federal income
tax purposes and will not cause the Issuer to be subject to U.S. federal income tax on a net basis.


 


(k)          Each
Holder of a Subordinated Note acknowledges and agrees that, it shall not transfer any Secured Note (except to a Person that is
disregarded as separate from it for U.S. federal income tax purposes) if at any time prior to such transfer the Issuer was disregarded
as separate from such Holder for U.S. federal income tax purposes, unless it shall have received written advice of Dechert LLP
or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters that, immediately
following such transfer, such Note and other outstanding Notes of the same Class (other than any Notes that it holds immediately
after such transfer) will be fungible for U.S. federal income tax purposes.


 


(l)          Each
Holder of a Subordinated Note agrees to deliver to the transferee, with a copy to the Trustee, prior to the transfer of such Note,
a properly completed certificate, in a form reasonably acceptable to the transferee and the Trustee, stating, under penalty of
perjury, the transferor’s United States taxpayer identification number and that the transferor is not a foreign person within
the meaning of Section 1446(f)(2) of the Code (such certificate, a “Non-Foreign Status Certificate”). Each Holder
of a Subordinated Note acknowledges that the failure to provide a Non-Foreign Status Certificate to the transferee may result in
withholding on the amount realized on its disposition of such Note.


 


(m)          Each
Holder of a Note agrees that it will indemnify the Issuer, the Trustee, and their respective agents from any and all damages, cost
and expenses (including any amount of taxes, fees, interest, additions to tax, or penalties) resulting from the failure by it to
comply with its obligations under the Note. It acknowledges that the indemnification will continue with respect to any period during
which it held such Note, notwithstanding it ceasing to be a Holder of the Note.


 






    	 	-105-	 



     


    

 


Section 2.13         Additional
Issuance. (a) At any time during the Reinvestment Period, the Issuer may, pursuant to a supplemental indenture in accordance
with Section 8.1 hereof, issue Additional Notes of each Class (on a pro rata basis with respect to each Class
of Notes that are subordinate to the Class A Notes, except, that a larger proportion of Subordinated Notes may be issued)
and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture (including Permitted
Uses); provided that the following conditions are met:


 


(i)          in
the case of additional issuances of Subordinated Notes, each additional issuance is in an amount equal to or greater than U.S.$2,000,000;


 


(ii)         the
Collateral Manager and the Retention Provider each consents to such issuance and such issuance is approved by a Supermajority of
the Subordinated Notes;


 


(iii)        the
aggregate principal amount of Additional Notes of any Class issued in all additional issuances shall not exceed 100% of the respective
original outstanding principal amount of the Notes of such Class;


 


(iv)        the
terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except
that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest
rate and price of such Notes may be lower (but not higher) than those of the initial Notes of that Class) and such additional issuance
shall not be considered a Refinancing hereunder;


 


(v)         unless
only additional Subordinated Notes are being issued, the Global Rating Agency Condition shall have been satisfied;


 


(vi)        the
net proceeds of the issuance of any additional Subordinated Notes shall be deposited in the Supplemental Reserve Account and employed
in connection with any Permitted Use; provided that this subclause (vi) shall only apply if such additional Subordinated
Notes are the only Notes included in such additional issuance;


 


(vii)       the
proceeds of any Additional Notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal
Proceeds, used to purchase additional Collateral Obligations or as another Permitted Use;


 


(viii)      to
the extent such issuance would be of additional Secured Notes (other than in connection with a Risk Retention Issuance), the prior
written consent of a Majority of the Controlling Class has been obtained;


 


(ix)         the
Overcollateralization Ratio with respect to each Class of Notes shall not be reduced after giving effect to such issuance;


 


(x)          written
advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such
matters will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager,
to the effect that (1) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable
as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis and (2) any
additional Secured Notes will be characterized as indebtedness for U.S. federal income tax purposes; provided, however,
that the opinion described in this clause (2) will not be required with respect to any additional Secured Notes that bear
a different CUSIP number (or equivalent identifier) from the Secured Notes of the same Class that are outstanding at the time of
the additional issuance;


 






    	 	-106-	 



     


    

 


(xi)         such
issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information
relating to original issue discount that this Indenture requires to be provided to the Holders of Secured Notes (including the
Additional Notes); and


 


(xii)        an
Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.13(a)
have been satisfied.


 


(b)          The
terms and conditions of the Additional Notes of each Class issued pursuant to this Section 2.13 shall be identical
to those of the initial Notes of that Class (except that the interest due on the Additional Notes that are Secured Notes shall
accrue from the issue date of such Additional Notes and the interest rate and price of such Additional Notes may be lower (but
not higher) than those of the initial Notes of that Class). Interest on the Additional Notes that are Secured Notes shall be payable
commencing on the first Payment Date following the issue date of such Additional Notes (if issued prior to the applicable Record
Date). The Additional Notes shall rank pari passu in all respects with the initial Notes of that Class.


 


(c)          Except
with respect to a Risk Retention Issuance, any Additional Notes of each Class issued pursuant to this Section 2.13
shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve
their pro rata holdings of Notes of such Class.


 


(d)          In
addition, Additional Notes may be issued in connection with any Refinancing of the Secured Notes in whole without regard to the
restrictions in this Section 2.13.


 


(e)          For
the avoidance of doubt, at any time the Holders of the Subordinated Notes may make additional capital contributions to the Issuer.


 


ARTICLE
III



Conditions Precedent


 


Section 3.1           Conditions
to Issuance of Notes on Closing Date. The Notes to be issued on the Closing Date may be executed by the Issuer and delivered
to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Order
and upon receipt by the Trustee of the following:


 






    	 	-107-	 



     


    

 


(i)          Officers’
Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the
authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral
Administration Agreement, the Master Loan Sale Agreements and related transaction documents and in each case the execution, authentication
and delivery of the Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class
of Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated
and delivered and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such
Resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized
to execute and deliver such documents hold the offices and have the signatures indicated thereon.


 


(ii)         Governmental
Approvals. From the Issuer either (A) a certificate of the Issuer or other official document evidencing the approval or
consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel
of the Issuer that no other approval or consent of any governmental body is required for the valid issuance of the Notes or (B) an
Opinion of Counsel of the Issuer that no such approval or consent of any governmental body is required for the valid issuance of
such Notes except as has been given.


 


(iii)        U.S.
Counsel Opinions. Opinions of (A) Dechert LLP, special U.S. counsel to the Issuer, the Collateral Manager, the Retention Provider
and Special U.S. Tax Counsel to the Issuer, (B) Clark Hill PLC, Delaware counsel to the Issuer and (C) Alston & Bird LLP, counsel
to the Trustee and Collateral Administrator, each dated the Closing Date.


 


(iv)        Officers’
Certificate of the Issuer Regarding Indenture. An Officer’s certificate of the Issuer stating that, to the best of the
signing Officer’s knowledge, the Issuer is not in default under this Indenture and that the issuance of the 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 herein 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 Offering of such Notes or relating
to actions taken on or in connection with the Closing Date have been paid or reserves therefor have been made. The Officer’s
certificate of the Issuer shall also state that, to the best of the signing Officer’s knowledge, all of the Issuer’s
representations and warranties contained herein are true and correct as of the Closing Date.


 


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


 






    	 	-108-	 



     


    

 


(vi)        Certificate
of the Collateral Manager. An Officer’s certificate of the Collateral Manager, dated as of the Closing Date, to the effect
that immediately before the Delivery of the Collateral Obligations on the Closing Date:


 


(A)         the
information with respect to each Collateral Obligation in the Schedule of Collateral Obligations is true and correct and such schedule
is complete with respect to each such Collateral Obligation;


 


(B)         each
Collateral Obligation in the Schedule of Collateral Obligations satisfies the requirements of the definition of “Collateral
Obligation”;


 


(C)         the
Issuer purchased or entered into each Collateral Obligation in the Schedule of Collateral Obligations in compliance with Section 12.2;
and


 


(D)         the
Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased, acquired, entered into binding commitments
to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$560,000,000.


 


(vii)       Grant
of Collateral Obligations. The Grant pursuant to the Granting Clauses of this Indenture of all of the Issuer’s right,
title and interest in and to the Collateral Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date
shall be effective, and Delivery of such Collateral Obligations (including each promissory note and all other Underlying Instruments
related thereto to the extent received by the Issuer) as contemplated by Section 3.3 shall have been effected.


 


(viii)      Certificate
of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that:


 


(A)         in
the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately
prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(ii) below) on the Closing Date;


 


(I)         the
Issuer is the owner of such Collateral Obligation 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) any other Permitted Liens;


 


(II)        the
Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described
in clause (I) above;


 






    	 	-109-	 



     


    

 


(III)       the
Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has
been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture;


 


(IV)        the
Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee;


 


(V)         based
on the certificate of the Collateral Manager delivered pursuant to Section 3.1(vi), the information set forth with
respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct;


 


(VI)        (i)
based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(vi), each Collateral Obligation included
in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (ii) the requirements of
Section 3.1(vii) have been satisfied;


 


(VII)       upon
the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets,
except as permitted by this Indenture; and


 


(B)         based
on the certificate of the Collateral Manager delivered pursuant to Section 3.1(vi), the Aggregate Principal Balance of the
Collateral Obligations which the Issuer has purchased, acquired, entered into binding commitments to purchase, or identified for
purchase on or prior to the Closing Date is at least U.S.$560,000,000.


 


(ix)         Rating
Letter. An Officer’s certificate of the Issuer to the effect that attached thereto is a true and correct copy of a letter
signed by each Rating Agency, as applicable, and confirming that each Class of Notes has been assigned the applicable Initial Rating
and that such ratings are in effect on the Closing Date.


 


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


 


(xi)         Issuer
Order for Deposit of Funds into Accounts. (A) An Issuer Order signed in the name of the Issuer by a Responsible Officer
of the Issuer, dated as of the Closing Date, authorizing the deposit of U.S.$36,319,082.31 from the proceeds of the issuance of
the Notes into the Ramp-Up Account for use pursuant to Section 10.3(c) and (B) an Issuer Order signed in the name
of the Issuer by a Responsible Officer of the Issuer, dated as of the Closing Date, authorizing the deposit of U.S.$1,316,142 from
the proceeds of the issuance of the Notes into the Expense Reserve Account as Interest Proceeds for use pursuant to Section 10.3(d).


 






    	 	-110-	 



     


    

 


(xii)        Other
Documents. Such other documents as the Trustee may reasonably require; provided that nothing in this clause (xii) shall
imply or impose a duty on the part of the Trustee to require any other documents.


 


In addition, upon the
execution and delivery of this Indenture and the issuance of the Notes, the Trustee is authorized and directed to release from
the lien of this Indenture the amount from the proceeds of the issuance of the Notes designated by the Issuer to pay the aggregate
purchase price owing under the Master Loan Sale Agreements.


 


Section
3.2           Conditions to Additional Issuance. Additional
Notes to be issued on an Additional Notes Closing Date pursuant to Section 2.13 may be executed by the Issuer and
delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the
Trustee upon Issuer Order (setting forth registration, delivery and authentication instructions) and upon receipt by the
Trustee of the following:


 


(i)          Officers’
Certificates of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the
authorization by Resolution of the execution and delivery of a supplemental indenture pursuant to Section 8.1(a)(xii)
and the execution, authentication and delivery of the Additional Notes applied for by it, and specifying the Stated Maturity, the
principal amount and Interest Rate of each Class of such Additional Notes that are Secured Notes and the Stated Maturity and principal
amount of the Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of such
Resolution is a true and complete copy thereof, (2) such Resolutions have not been rescinded and are in full force and effect
on and as of the Additional Notes Closing Date and (3) the Officers authorized to execute and deliver such documents hold
the offices and have the signatures indicated thereon.


 


(ii)         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 body or bodies, at the time having jurisdiction in the premises, together with an Opinion
of Counsel of the Issuer to the effect that no other authorization, approval or consent of any governmental body is required for
the valid issuance of such Additional Notes or (B) an Opinion of Counsel of the Issuer to the effect that no such authorization,
approval or consent of any governmental body is required for the valid issuance of such Additional Notes except as have been given
(provided that the opinion delivered pursuant to Section 3.2(iii) may satisfy the requirement).


 


(iii)        U.S.
Counsel Opinions. Opinions of Dechert LLP, special U.S. counsel to the Issuer or other counsel acceptable to the Trustee, dated
the Additional Notes Closing Date, in form and substance satisfactory to the Issuer and the Trustee. An opinion of Special Tax
Counsel or tax counsel of nationally recognized standing in the United States experienced in such matters delivered pursuant to
Section 2.13(a)(ix).


 






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(iv)        Officers’
Certificates of Issuer Regarding Indenture. An Officer’s certificate of the Issuer stating that the Issuer is not in
default under this Indenture and that the issuance of the Additional Notes applied for by it shall 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 and the supplemental indenture pursuant to Section 8.1(a)(xii) relating to the authentication
and delivery of the Additional Notes applied for have been complied with and that the authentication and delivery of the Additional
Notes is authorized or permitted under this Indenture and the supplemental indenture entered into in connection with such Additional
Notes; and that all expenses due or accrued with respect to the offering of the Additional Notes or relating to actions taken on
or in connection with the Additional Notes Closing Date have been paid or reserved. 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 Additional Notes
Closing Date.


 


(v)         Accountants’
Report. An Accountants’ Report in form and content satisfactory to the Issuer (A) if applicable, comparing the issuer,
Principal Balance, coupon/spread, Stated Maturity, S&P Rating, Fitch Rating and country of Domicile with respect to each Collateral
Obligation pledged in connection with the issuance of such Additional Notes and the information provided by the Issuer with respect
to every other asset included in the Assets, by reference to such sources as shall be specified therein, if additional Assets are
pledged directly in accordance with such Additional Notes issuance and (B) specifying the procedures undertaken by them to review
data and computations relating to the foregoing statement; provided that if only additional Subordinated Notes are being
issued, no such Accountants’ Report shall be required.


 


(vi)        [Reserved].


 


(vii)       Global
Rating Agency Condition. Unless only additional Subordinated Notes are being issued, evidence that the Global Rating Agency
Condition has been satisfied with respect to such issuance of Additional Notes.


 


(viii)      Other
Documents. Such other documents as the Trustee may reasonably require; provided that nothing in this clause (viii) shall
imply or impose a duty on the Trustee to so require any other documents.


 


Prior to any Additional
Notes Closing Date, the Trustee shall provide to the Holders notice of such issuance of Additional Notes as soon as reasonably
practicable but in no case less than fifteen (15) days prior to the Additional Notes Closing Date; provided that the Trustee
shall receive such notice at least five (5) Business Days prior to the 15th day prior to such Additional Notes Closing Date. On
or prior to any Additional Notes Closing Date, the Trustee shall provide to the Holders copies of any supplemental indentures executed
as part of such issuance pursuant to the requirements of Section 8.1.


 






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Section 3.3           Custodianship;
Delivery of Collateral Obligations and Eligible Investments. (a) The Collateral Manager, on behalf of the Issuer, shall deliver
or cause to be delivered to a custodian appointed by the Issuer, which shall be a Securities Intermediary (the “Custodian”)
or the Trustee, as applicable, all Assets in accordance with the definition of “Deliver.” The Custodian appointed
hereby shall act as custodian for the Issuer and as custodian, agent and bailee for the Trustee on behalf of the Secured Parties
for purposes of perfecting the Trustee’s security interest in those Assets in which a security interest is perfected by
Delivery of the related Assets to the Custodian. Initially, the Custodian shall be the Trustee. Any successor custodian shall
be a state or national bank or trust company that (i) has (A) capital and surplus of at least U.S.$200,000,000 and (B) a credit
risk assessment or senior unsecured rating of at least “BBB+” by S&P and (C) to the extent that Fitch is rating
any Class of Notes then Outstanding, a short-term credit rating of at least “F1” and a long-term credit rating of
at least “A” by Fitch and (ii) is a Securities Intermediary. Subject to the limited right to relocate Assets as provided
in Section 7.5(b), the Trustee or the Custodian, as applicable, shall hold (i) all Collateral Obligations, Eligible
Investments, Cash and other investments purchased in accordance with this Indenture and (ii) any other property of the Issuer
otherwise Delivered to the Trustee or the Custodian, as applicable, by or on behalf of the Issuer, in the relevant Account established
and maintained pursuant to Article X; as to which in each case the Trustee shall have entered into the Securities Account
Control Agreement with the Custodian providing, inter alia, that the establishment and maintenance of such Account will be governed
by a law of a jurisdiction satisfactory to the Issuer and the Trustee.


 


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


 






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ARTICLE
IV



Satisfaction And Discharge


 


Section 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 and interest thereon, (iv) the rights and immunities of the Trustee hereunder
and the obligations set forth in Section 4.2, (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 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:


 


(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 and (B) Notes for whose payment
Money has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 7.3) have been delivered to the Trustee for cancellation; or


 


(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, or (C) are to be called for redemption pursuant to Article IX
under an arrangement satisfactory to the Trustee for the giving of notice of redemption by the Issuer pursuant to Section 9.4 and
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 Moody’s and “AAA”
by S&P, in an amount sufficient, as recalculated in an Accountants’ Report by a firm of Independent certified public
accountants which are nationally recognized, to pay and discharge the entire indebtedness on such Notes not theretofore delivered
to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become
due and payable), or to their Stated Maturity or Redemption Date, as the case may be, and shall have Granted to the Trustee a valid
perfected security interest in such Eligible Investment that is of first priority and free of any adverse claim, as applicable,
and shall have furnished an Opinion of Counsel with respect thereto; provided that this sub-section (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, it being
understood that the requirements of this clause (a) may be satisfied as set forth in Section 5.7.


 


(b)          the
Issuer has paid or caused to be paid all other sums then due and payable hereunder (including, without limitation, any amounts
then due and payable pursuant to the Collateral Administration Agreement and the Collateral Management Agreement, in each case,
without regard to the Administrative Expense Cap) by the Issuer and no other amounts are scheduled to be due and payable by
the Issuer, it being understood that the requirements of this clause (b) may be satisfied as set forth in Section 5.7; and


 






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(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;


 


Notwithstanding the
satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Trustee, the Collateral Manager and,
if applicable, the Holders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18,
6.1, 6.3, 6.6, 6.7, 7.1, 7.3, 13.1, 14.10, 14.11, 14.12 and
14.16 shall survive.


 


Section 4.2           Application
of Trust Money. 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 and interest (or other amounts with respect to the Subordinated Notes), 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.


 


Section 4.3           Repayment
of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes,
all Monies then held by any Paying Agent other than the Trustee under the provisions of this Indenture shall, upon demand of the
Issuer, be paid to the Trustee to be held and applied pursuant to Section 7.3 hereof and in accordance with the
Priority of Payments and thereupon such Paying Agent shall be released from all further liability with respect to such Monies.


 


Section 4.4           Liquidation
of Assets. (a) In the event of the liquidation of the Assets as specified in accordance with Article V and the net
proceeds from such liquidation and all available Cash has been used for the payment of (or establishment of a reserve for) all
Administrative Expenses (in the same manner and order of priority in the definition thereof), Aggregate Collateral Management
Fees and interest and principal on the Secured Notes so that the Secured Notes have been redeemed and paid in full, the Subordinated
Notes will become the Controlling Class and the holders of the Subordinated Notes will have all rights of the holders of the Controlling
Class under this Indenture. In addition, the holders of the Subordinated Notes, as the holders of the Controlling Class, would
be able to cause the satisfaction and discharge of this Indenture.


 


(b) To the
extent the Assets are liquidated as specified in Article V in herein in any way and the net proceeds from such liquidation
and all available Cash has been used for the payment of (or establishment of a reserve for) all Administrative Expenses (in the
same manner and order of priority in the definition thereof), Aggregate Collateral Management Fees and interest and principal on
the Secured Notes so that the Secured Notes have been redeemed and paid in full, any excess amounts shall be paid on the Subordinated
Notes pursuant to Section 11.1(a) and if such amounts are insufficient to pay the Subordinated Notes in full or there are
no excess amounts to pay on the Subordinated Notes, the Subordinated Notes shall be deemed to be redeemed and paid in full, unless
such Subordinated Notes were previously redeemed or repaid prior thereto as otherwise described herein.


 






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ARTICLE
V



Remedies


 


Section 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 administrative or governmental body):


 


(a)          a
default in the payment, when due and payable, of (i) any interest on any Class A Note or any Class B Note (and after
the Class A Notes and Class B Notes are paid in full, a default in the payment, when due and payable, of any interest on any Secured
Note in the Class then comprising the Controlling Class) and, in each case, the continuation of any such default, for five Business
Days after a Trust Officer of the Trustee has actual knowledge or receives written notice from any holder of Notes of such payment
default or (ii) any principal of, or interest or Deferred Interest on, or any Redemption Price in respect of, any Secured
Note at its Stated Maturity or any Redemption Date; provided that the failure to effect any Optional Redemption which is
withdrawn by the Issuer in accordance with this Indenture or with respect to which any Refinancing fails to occur shall not constitute
an Event of Default and provided further that, solely with respect to clause (i) above, in the case of a failure to disburse
funds due to an administrative error or omission by the Collateral Manager, Trustee, Collateral Administrator or any Paying Agent,
such failure continues for seven Business Days after a Trust Officer of the Trustee receives written notice or has actual
knowledge of such administrative error or omission; provided further, that, in the case of a default in the payment of any
interest on any Note on any Redemption Date thereof where (A) such default is due solely to a delayed or failed settlement of any
asset sale by the Issuer (or the Collateral Manager on the Issuer’s behalf), (B) the Issuer (or the Collateral Manager on
the Issuer’s behalf) had entered into a binding agreement of sale for such asset prior to the applicable Redemption Date
and (C) the Issuer (or the Collateral Manager on the Issuer’s behalf) has used commercially reasonable efforts to cause such
settlement to occur prior to the Redemption Date, then, upon certification to the Trustee from the Issuer (or the Collateral Manager
on its behalf) of the occurrence of such event, such default will not be an Event of Default unless such failure continues for
60 calendar days after such Redemption Date;


 


(b)          the
failure on any Payment Date to disburse amounts available in the Payment Account in excess of U.S.$100,000 in accordance with the
Priority of Payments and continuation of such failure for a period of ten Business Days or, in the case of a failure to disburse
due to an administrative error or omission by the Trustee, Collateral Administrator or any Paying Agent, such failure continues
for five Business Days after a Trust Officer of the Trustee receives written notice or has actual knowledge of such administrative
error or omission;


 






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(c)          the
Issuer or the Assets become an investment company required to be registered under the 1940 Act and such requirement has not been
eliminated after a period of 45 days;


 


(d)          except
as otherwise provided in this Section 5.1, a material breach of any other covenant of the Issuer herein (other than
any failure to satisfy any of the Concentration Limitations, Collateral Quality Tests or Coverage Tests, or other covenants or
agreements for which a specific remedy has been provided hereunder or any failure to satisfy the requirements of Section 7.18),
or the failure of any material representation or warranty of the Issuer made herein or in any certificate or other writing delivered
pursuant hereto or in connection herewith to be correct in each case in all material respects when the same shall have been made
which breach or failure has a material adverse effect on the Holders of the Notes, and the continuation of such breach or failure
for a period of 45 days after notice to the Issuer and the Collateral Manager by the Trustee (at the direction of a Supermajority
of the Controlling Class) or to the Issuer the Collateral Manager and the Trustee by the Holders of at least a Supermajority of
the Controlling Class in each case, by registered or certified mail or overnight delivery service, specifying such breach or failure
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; provided that the
delivery of a certificate or other report which corrects any inaccuracy contained in a previous report or certification shall be
deemed to cure such inaccuracy as of the date of delivery of such updated report or certificate and any and all inaccuracies arising
from continuation of such initial inaccurate report or certificate and the sale or other disposition of any asset that did not
at the time of its acquisition satisfy clause (a) of the Investment Criteria shall cure any breach or failure arising therefrom
as of the date of such failure;


 


(e)          the
entry of a decree or order by a court having competent jurisdiction adjudging the Issuer as bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of the Issuer under the applicable
Bankruptcy Law or any other applicable law, or appointing a receiver, liquidator, assignee, or sequestrator (or other similar official) of
the Issuer or of any substantial part of its property, respectively, or ordering the winding up or liquidation of its affairs,
respectively, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days;


 


(f)          the
institution by the Issuer of Proceedings to have the Issuer adjudicated as bankrupt or insolvent, or the consent of the Issuer
to the institution of bankruptcy or insolvency Proceedings against the Issuer, or the filing by the Issuer of a petition or answer
or consent seeking reorganization or relief under the applicable Bankruptcy Law or any other similar applicable law, or the consent
by the Issuer to the filing of any such petition or to the appointment in a Proceeding of a receiver, liquidator, assignee, trustee
or sequestrator (or other similar official) of the Issuer or of any substantial part of its property, respectively, or the
making by the Issuer of an assignment for the benefit of creditors, or the admission by the Issuer in writing of its inability
to pay its debts generally as they become due, or the taking of any action by the Issuer in furtherance of any such action; or


 






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(g)          on
any Measurement Date as of which the Class A Notes are Outstanding, failure of the percentage equivalent of a fraction, (i) the
numerator of which is equal to (1) the Collateral Principal Amount plus (2) the aggregate Market Value of all
Defaulted Obligations on such date and (ii) the denominator of which is equal to the Aggregate Outstanding Amount of the Class A
Notes, to equal or exceed 102.5%.


 


Upon a Responsible
Officer’s obtaining knowledge of the occurrence of an Event of Default, each of (i) the Issuer, (ii) the Trustee
and (iii) the Collateral Manager shall notify each other. Upon the occurrence of an Event of Default known to a Trust Officer
of the Trustee, the Trustee shall promptly (and in no event later than three Business Days thereafter) notify the Noteholders (as
their names appear on the Register), each Paying Agent and each Rating Agency (unless such Event of Default has been waived as
provided in Section 5.14).


 


Section 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) or (f)), the Trustee may, and shall, upon the written direction of a Supermajority
of the Controlling Class, by notice to the Issuer and each Rating Agency, declare the principal of all the Secured Notes to be
immediately due and payable, and upon any such declaration such principal, together with all accrued and unpaid interest thereon,
and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 5.1(e) or
(f) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all the Secured Notes,
and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other
act on the part of the Trustee or any Noteholder.


 


(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
Money due has been obtained by the Trustee as hereinafter provided in this Article V, a Supermajority of the Controlling
Class by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:


 


(i)          The
Issuer has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)         all
unpaid installments of interest and principal then due on the Secured Notes (other than any principal amounts due to the occurrence
of an acceleration);


 


(B)         to
the extent that the payment of such interest is lawful, interest upon any Deferred Interest at the applicable Interest Rate; and


 


(C)         all
unpaid taxes and Administrative Expenses of the Issuer and other sums paid or advanced by the Trustee hereunder or by the Collateral
Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Aggregate Collateral Management Fees
then due and owing and any other amounts then payable by the Issuer hereunder prior to such Administrative Expenses and such Aggregate
Collateral Management Fees.


 






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(ii)         It
has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes
that has become due solely by such acceleration, have:


 


(A)         been
cured; and


 


(I)         in
the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes or the Class
B Notes or in the case of an Event of Default specified in Section 5.1(g), the Holders of at least a Majority of the Class
A Notes, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld);
provided that no Class of Secured Notes (other than the Class A Notes) shall have any rights pursuant to this subclause
(I), regardless of whether any such Class subsequently becomes the Controlling Class; or


 


(II)        in
the case of any other Event of Default, the Holders of at least a Majority of each Class of Secured Notes (voting separately by
Class), in each case, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably
withheld); or


 


(B)         been
waived as provided in Section 5.14.


 


No such rescission
shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall promptly give written notice of any
such rescission to each Rating Agency.


 


(c)          Notwithstanding
anything in this Section 5.2 to the contrary, the Secured Notes will not be subject to acceleration by the Trustee
solely as a result of the failure to pay any amount due on the Secured Notes that are not of the Controlling Class other than any
failure to pay interest due on the Class B Notes.


 


Section 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 or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such
Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest
shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee and its agents and counsel.


 


If the Issuer fails
to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall,
subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Controlling Class,
institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree,
and may enforce the same against the Issuer or any other obligor upon the Secured Notes and collect the Monies adjudged or decreed
to be payable in the manner provided by law out of the Assets.


 






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If an Event of Default
occurs and is continuing, the Trustee may in its discretion, and shall, subject to the terms of this Indenture (including Section
6.3(e)) upon written direction of the Supermajority of the Controlling Class, proceed to protect and enforce its rights and
the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction
is received by the Trustee) or as the Trustee may be directed by the Majority of the Controlling Class, to protect and enforce
any such rights, whether for the specific enforcement of any covenant or agreement herein or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by
law.


 


In case there shall
be pending Proceedings relative to the Issuer or any other obligor upon the Secured Notes under the applicable 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 its respective
property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other
obligor upon the Secured Notes, or the creditors or property of the Issuer or such other obligor, the Trustee, regardless of whether
the principal of any Secured 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 and interest owing and unpaid in respect of the Secured Notes
upon direction by a Majority of the Controlling Class and to file such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee 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 Secured Noteholders allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuer;


 


(b)          unless
prohibited by applicable law and regulations, to vote on behalf of the Secured Noteholders upon the direction of a Majority of
the Controlling Class, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy
or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and


 


(c)          to
collect and receive any Monies or other property payable to or deliverable on any such claims, and to distribute all amounts received
with respect to the claims of the Noteholders 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 Secured Noteholders to make payments to the Trustee, and, if the
Trustee shall consent to the making of payments directly to the Secured Noteholders 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.


 






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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 Secured Noteholders,
any plan of reorganization, arrangement, adjustment or composition affecting the Secured Notes or any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Secured Noteholders, 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 Secured 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 Secured Notes.


 


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


 


Section 5.4           Remedies.
(a) If an Event of Default has occurred and is continuing, and the Secured Notes have been declared due and payable and such declaration
and its consequences have not been rescinded and annulled, the Issuer agrees that the Trustee may, and shall, subject to the terms
of this Indenture (including Section 6.3(e)), upon written direction of a Supermajority of the Controlling Class, to the
extent permitted by applicable law, exercise one or more of the following rights, privileges and remedies:


 


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


 


(ii)         sell
or cause the sale of all or a portion of the Assets or rights or interests therein, at one or more public or private sales called
and conducted in any manner permitted by law and in accordance with Section 5.17 hereof; provided that
the Trustee shall promptly give written notice of any such sale of Assets to each Rating Agency;


 


(iii)        institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Assets;


 


(iv)        exercise
any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies
of the Trustee and the Holders of the Secured Notes hereunder (including exercising all rights of the Trustee under the Securities
Account Control Agreement); and


 






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(v)         exercise
any other rights and remedies that may be available at law or in equity;


 


provided that the Trustee may not
sell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.4 except
according to the provisions of Section 5.5(a).


 


The Trustee may, but
need not, obtain and rely upon an opinion 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 Secured Notes, which may
be the Initial Purchaser, as to the feasibility of any action proposed to be taken in accordance with this Section 5.4
and as to the sufficiency of the proceeds and other amounts receivable with respect to the Assets to make the required payments
of principal of and interest on the Secured 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 may,
and at the direction of the Holders of not less than 25% of the Aggregate Outstanding Amount of the Controlling Class shall, subject
to the terms of this Indenture (including Section 6.3(e)), institute a Proceeding solely to compel performance of the covenant
or agreement or to cure the representation or warranty, the breach of which gave rise to the Event of Default under Section
5.1(d), and enforce any equitable decree or order arising from such Proceeding.


 


(c)          Upon
any sale, whether made under the power of sale hereby given or by virtue of judicial Proceedings, any Secured Party may bid for
and purchase the Assets or any part thereof and, upon compliance with the terms of sale, may hold, retain, possess or dispose of
such property in its or their own absolute right without accountability.


 


Upon any sale, whether
made under the power of sale hereby given or by virtue of judicial Proceedings, the receipt of the Trustee, or of the Officer making
a sale under judicial Proceedings, shall be a sufficient discharge to the purchaser or purchasers at any sale for its or their
purchase Money, and such purchaser or purchasers shall not be obliged to see to the application thereof.


 


Any such sale, whether
under any power of sale hereby given or by virtue of judicial Proceedings, shall bind the Issuer, the Trustee and the Holders of
the 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 Issuer, the Trustee, the Secured Parties or the Noteholders may, prior to the
date which is one year and one day (or if longer, any applicable preference period and one day) after the payment in full
of all Notes, 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 U.S. federal or state bankruptcy or similar laws.
Nothing in this Section 5.4 shall preclude, or be deemed to stop, the Trustee (i) from taking any action
prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer
or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Trustee, or (ii) from commencing
against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency,
moratorium or liquidation Proceeding.


 






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Section 5.5           Optional
Preservation of Assets. (a) Notwithstanding anything to the contrary herein (but subject to the right of the Collateral Manager
to direct the Trustee to sell Collateral Obligations or Equity Securities in strict compliance with Section 12.1), if an
Event of Default shall have occurred and be continuing, the Trustee shall retain the Assets securing the Secured 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 Assets and the Notes in accordance with the Priority of Payments and the provisions of Article X, Article
XII and Article XIII unless:


 


(i)          the
Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Assets
(after 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 Secured Notes for principal and interest (including accrued
and unpaid Deferred Interest), and all other amounts payable prior to payment of principal on such Secured Notes (including amounts
due and owing as Administrative Expenses (without regard to the Administrative Expense Cap) and any due and unpaid Aggregate Collateral
Management Fees) and a Supermajority of the Controlling Class agrees with such determination;


 


(ii)         in
the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes, the Holders
of at least a Supermajority of the Class A Notes (so long as the Class A Notes are Outstanding) direct the sale and liquidation
of the Assets (without regard to whether another Event of Default has occurred prior, contemporaneously or subsequent to such Event
of Default); provided that no Class of Secured Notes (other than the Class A Notes) shall have any rights to direct the
sale and liquidation of the Assets pursuant to this clause (ii), regardless of whether any such Class subsequently becomes the
Controlling Class;


 


(iii)        in
the case of an Event of Default specified in Section 5.1(e), (f) or (g) of the definition of such term, the
Holders of at least a Supermajority of the Class A Notes direct the sale and liquidation of the Assets (without regard to whether
another Event of Default has occurred prior, contemporaneously or subsequent to such Event of Default); provided that no
Class of Secured Notes (other than the Class A Notes) will have any rights to direct the sale and liquidation of the Assets pursuant
to the provisions of this Indenture as described in this clause (iii), regardless of whether any such Class becomes the Controlling
Class; or


 






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(iv)        the
Holders of at least a Supermajority of each Class of Secured Notes (in each case, voting separately by Class) direct the sale and
liquidation of the Assets.


 


So long as such Event
of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the
conditions specified in clause (i), (ii), (iii) or (iv) exist. In the event that a liquidation of the Assets is effected pursuant
to clause (i), (ii), (iii) or (iv) above, the Trustee shall use reasonable efforts to notify S&P.


 


(b)          Nothing
contained in Section 5.5(a) shall be construed to require the Trustee to sell the Assets securing the Secured
Notes if the conditions set forth in clause (i), (ii), (iii) or (iv) of Section 5.5(a) are not satisfied. Nothing contained
in Section 5.5(a) shall be construed to require the Trustee to preserve the Assets securing the Notes if prohibited
by applicable law.


 


(c)          In
determining whether the condition specified in Section 5.5(a)(i)  exists, the Trustee shall use reasonable efforts
to obtain, with the cooperation of the Collateral Manager, bid prices with respect to each Asset from two nationally recognized
dealers (as specified by the Collateral Manager in writing) at the time making a market in such Assets and shall compute the
anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such Asset. In the event that
the Trustee, with the cooperation of the Collateral Manager, is only able to obtain bid prices with respect to each Asset from
one nationally recognized dealer at the time making a market in such Assets, the Trustee shall compute the anticipated proceeds
of the sale or liquidation on the basis of such one bid price for each such Asset. In addition, for the purposes of determining
issues relating to the execution of a sale or liquidation of the Assets and the execution of a sale or other liquidation thereof
in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may
retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable
as an Administrative Expense).


 


(d)          The
Trustee shall deliver to the Noteholders and the Collateral Manager a report stating the results of any determination required
pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make
the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request
of a Supermajority of the Controlling Class at any time during which the Trustee retains the Assets pursuant to Section 5.5(a)(i).


 


(e)          Prior
to the sale of any Assets in connection with Section 5.5(a), the Trustee shall offer the Collateral Manager or an Affiliate
thereof the right to purchase such Asset at a price equal to the highest bid price received by the Trustee in accordance with Section
5.5(c) (or if only one bid price is received, such bid price). The Collateral Manager or an Affiliate thereof shall have the
right to bid on any Assets sold in any sale pursuant to this Section 5.5.


 






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Section 5.6           Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or under any of the Secured
Notes may be prosecuted and enforced by the Trustee without the possession of any of the Secured 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.


 


Section 5.7           Application
of Money Collected. Any Money collected by the Trustee with respect to the Notes pursuant to this Article V and any
Money that may then be held or thereafter received by the Trustee with respect to the Notes hereunder shall be applied, subject
to Section 13.1 and in accordance with the provisions of Section 11.1(a)(iii), at the date or dates
fixed by the Trustee. Upon the final distribution of all proceeds of any liquidation effected hereunder, the provisions of Section 4.1(a)
and (b) shall be deemed satisfied for the purposes of discharging this Indenture pursuant to Article IV. Furthermore,
upon such liquidation and final distribution, the Subordinated Notes shall be deemed to be redeemed and paid in full, even if
amounts paid pursuant to Section 11.1(a) are insufficient to pay the Subordinated Notes in full as set forth in Section
4.4(b).


 


Section 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
Holders of not less than 25% of the then Aggregate Outstanding Amount of the Notes of the Controlling Class shall have made written
request to the Trustee to institute Proceedings in respect of such Event of Default in its own name as Trustee hereunder and such
Holder or Holders have provided the Trustee indemnity reasonably satisfactory to the 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


 


(d)          no
direction inconsistent with such written request has been given to the Trustee during such 30-day period by a Majority of the Controlling
Class; it being understood and intended that no one or more Holders of 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 of
Notes of the same Class or to obtain or to seek to obtain priority or preference over any other Holders of the Notes of the same
Class or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit
of all the Holders of Notes of the same Class subject to and in accordance with Section 13.1 and the Priority
of Payments.


 






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In the event the Trustee
shall receive conflicting or inconsistent requests and indemnity pursuant to this Section 5.8 from two or more groups of
Holders of the Controlling Class, each representing less than a Majority of the Controlling Class, the Trustee shall act in accordance
with the request specified by the group of Holders with the greatest percentage of the Aggregate Outstanding Amount of the Controlling
Class, notwithstanding any other provisions of this Indenture. If all such groups represent the same percentage, the Trustee, in
its sole discretion, may determine what action, if any, shall be taken.


 


Section 5.9           Unconditional
Rights of Secured Noteholders to Receive Principal and Interest. Subject to Section 2.7(i), but notwithstanding
any other provision of this Indenture, the Holder of any Secured Note shall have the right, which is absolute and unconditional,
to receive payment of the principal of and interest on such Secured Note, as such principal, interest and other amounts become
due and payable in accordance with the Priority of Payments and Section 13.1, as the case may be, and, subject to
the provisions of 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. Holders of Secured Notes ranking junior to Notes still Outstanding shall have
no right to institute Proceedings or, except as otherwise expressly set forth in Section 5.8(b), to request the Trustee
to institute proceedings for the enforcement of any such payment until such time as no Secured Note ranking senior to such Secured
Note remains Outstanding, which right shall be subject to the provisions of Section 5.8, and shall not be impaired without
the consent of any such Holder.


 


Section 5.10         Restoration
of Rights and Remedies. If the Trustee or any Noteholder 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 Noteholder, then and in every such case the Issuer, the Trustee and the Noteholder 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 Noteholder shall continue as though no such Proceeding had been instituted.


 


Section 5.11         Rights
and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Noteholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


Section 5.12         Delay
or Omission Not Waiver. No delay or omission of the Trustee or any Holder of Secured 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 V or by law to
the Trustee or to the Holders of the Secured 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 Secured Notes.


 






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Section 5.13         Control
by Supermajority of Controlling Class. A Supermajority of the Controlling Class shall have the right following the occurrence,
and during the continuance, of an Event of Default to cause the institution of and direct the time, method and place of conducting
any Proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee under this
Indenture; provided that:


 


(a)          such
direction shall not conflict with any rule of law or with any express provision of this Indenture;


 


(b)          the
Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided that
subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability or expense
(unless the Trustee has received the indemnity as set forth in (c) below);


 


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


 


(d)          notwithstanding
the foregoing, any direction to the Trustee to undertake a Sale of the Assets shall be by the Holders of Notes representing the
requisite percentage of the Aggregate Outstanding Amount of Notes specified in Section 5.4 and/or Section 5.5.


 


Section 5.14         Waiver
of Past Defaults. Prior to the time a judgment or decree for payment of the Money due has been obtained by the Trustee, as
provided in this Article V, a Majority of the Controlling Class may on behalf of the Holders of all the Notes waive any
past Default or Event of Default and its consequences, except a Default:


 


(a)          in
the payment of the principal of any Secured Note (which may be waived only with the consent of the Holder of such Secured Note);


 


(b)          in
the payment of interest on any Secured Note (which may be waived only with the consent of the Holder of such Secured Note);


 


(c)          in
respect of a covenant or provision hereof that under Section 8.2 cannot be modified or amended without the waiver
or consent of the Holder of each Outstanding Note materially and adversely affected thereby (which may be waived only with the
consent of each such Holder); or


 


(d)          in
respect of a representation contained in Section 7.19 (which may be waived only by a Majority of the Controlling
Class if the S&P Rating Condition is satisfied).


 


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 each Rating Agency, 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.


 






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Section 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 any
party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.15 shall
not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in
the aggregate more than 10% of the Aggregate Outstanding Amount of the Controlling Class, or to any suit instituted by any Noteholder
for the enforcement of the payment of the principal of or interest on any Note on or after the applicable Stated Maturity (or,
in the case of redemption, on or after the applicable Redemption Date).


 


Section 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 set forth in, 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.


 


Section 5.17         Sale
of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections
5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but
shall continue unimpaired (subject to Section 5.5(e) in the case of sales pursuant to Section 5.5) until the
entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the
Noteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement
made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation
for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred
by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other
applicable terms hereof.


 


(b)          The
Trustee may bid for and acquire any portion of the Assets in connection with a public Sale thereof, and may pay all or part of
the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by
the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by
the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable
terms hereof. The Secured 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 may hold, lease, operate, manage or otherwise deal with any
property so acquired in any manner permitted by law in accordance with this Indenture.


  



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(c)          If
any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”),
the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority
of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or
State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities.


 


(d)          The
Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets
in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably
appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection
with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound
to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application
of any Monies.


 


Section 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 Noteholders shall be impaired by the recovery of any judgment
by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Assets or upon any
of the assets of the Issuer.


 


ARTICLE
VI



The Trustee


 


Section 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 herein, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


(ii)         in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; provided that in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
substantially conform on their face to the requirements of this Indenture and shall promptly, but in any event within three Business
Days in the case of an Officer’s certificate furnished by the Collateral Manager, notify the party delivering the same if
such certificate or opinion does not conform. If a corrected form shall not have been delivered to the Trustee within 15 days after
such notice from the Trustee, the Trustee shall so notify the Noteholders.


 



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(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 a Majority of the Controlling Class, or such other percentage as permitted by this Indenture, exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent Person
would exercise or use under the circumstances in the conduct of such Person’s own affairs.


 


(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 shall not be construed to limit the effect of sub-section (a) of this Section 6.1;


 


(ii)         the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it shall be proven that the
Trustee was negligent in ascertaining the pertinent facts;


 


(iii)        the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Issuer or the Collateral Manager in accordance with this Indenture and/or a Majority (or such other percentage
as may be required by the terms hereof) of the Controlling Class (or other Class if required or permitted by the terms hereof),
relating to the time, method and place of conducting any Proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture;


 


(iv)        no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial or other
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder,
if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against
such risk or liability is not reasonably assured to it unless such risk or liability relates to the performance of its ordinary
incidental services, including mailing of notices under this Indenture; and


 


(v)         in
no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage (including lost profits) even
if the Trustee has been advised of the likelihood of such damages and regardless of such action.


 






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(d)          For
all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default
described in Sections 5.1(c), (d), (e), or (f) 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 Assets or this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder,
whenever reference is made herein to such an Event of Default or a Default, such reference shall be construed to refer only to
such an Event of Default or Default of which the Trustee is deemed to have notice as described in this Section 6.1.


 


(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 three Business Days thereafter, forward such notice
to the Noteholders (as their names appear in the Register).


 


(f)          Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 6.1.


 


(g)          The
Trustee is hereby directed to accept and acknowledge the E.U. Risk Retention Letter.


 


(h)          The
Trustee shall have no duty to monitor or verify (i) whether any Holder (or beneficial owner) is a Section 13 Banking Entity or
(ii) whether the Closing Date Participation Condition or Controlling Class Condition is satisfied.


 


(i)          The
Trustee shall have no obligation to appoint or monitor any Partnership Representative or Tax Matters Partner, or otherwise perform
the duties of any such Person.


 


(j)          The
Trustee shall have no liability or responsibility for the selection or determination of an Alternative Rate (including, without
limitation, whether the conditions for the designation of any such rate have been satisfied).


 


Section 6.2           Notice
of Event of Default. Promptly (and in no event later than three Business Days) after the occurrence of any Event of Default
actually known to a Trust Officer of the Trustee or after any declaration of acceleration has been made or delivered to the Trustee
pursuant to Section 5.2, the Trustee shall transmit by mail to the Collateral Manager, each Rating Agency, and all
Holders, as their names and addresses appear on the Register, notice of all Event of Defaults hereunder known to the Trustee,
unless such Default shall have been cured or waived.


 


Section 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;


 






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(b)          any
request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, as the
case may be;


 


(c)          whenever
in the administration of this Indenture the Trustee shall (i) deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officer’s certificate or Issuer Order or (ii) be required to determine
the value of any Assets or funds hereunder or the cash flows projected to be received therefrom, the Trustee may, in the absence
of bad faith on its part, rely on reports of nationally recognized accountants (which may or may not be the Independent accountants
appointed by the Issuer pursuant to Section 10.9), investment bankers or other Persons qualified to provide the information
required to make such determination, including nationally recognized dealers in Assets of the type being valued, securities quotation
services, loan pricing services and loan valuation agents;


 


(d)          as
a condition to the taking or omitting of any action by it hereunder, the Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted
by it hereunder in good faith and in reliance thereon;


 


(e)          the
Trustee shall be under no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have provided to the Trustee security
or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and
liabilities which might reasonably be incurred by it in compliance with such request or direction;


 


(f)          the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Trustee, in its
discretion, may, and upon the written direction of a Majority of the Controlling Class or of a Rating Agency shall (subject to
the right hereunder to be indemnified to its reasonable satisfaction for associated expense and liability), make such further inquiry
or investigation into such facts or matters as it may see fit or as it shall be directed, and the Trustee shall be entitled, on
reasonable prior notice to the Issuer and the Collateral Manager, to examine the books and records relating to the Notes and the
Assets, personally or by agent or attorney, during the Issuer’s or the Collateral Manager’s normal business hours;
provided that the Trustee shall, and shall cause its agents to, hold in confidence all such information, except (i) to
the extent disclosure may be required by law or by any regulatory, administrative or governmental authority and (ii) to the
extent that the Trustee, in its sole discretion, may determine that such disclosure is consistent with its obligations hereunder;
provided further that the Trustee may disclose on a confidential basis any such information to its agents, attorneys and
auditors in connection with the performance of its responsibilities hereunder;


 






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(g)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys; provided that the Trustee shall not be responsible for any misconduct or negligence on the part of any agent
appointed or attorney appointed, with due care by it hereunder;


 


(h)          the
Trustee shall not be liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized
or within its rights or powers hereunder, including actions or omissions to act at the direction of the Collateral Manager;


 


(i)          nothing
herein shall be construed to impose an obligation on the part of the Trustee to monitor, recalculate, evaluate or verify or independently
determine the accuracy of any report, certificate or information received from the Issuer or Collateral Manager (unless and except
to the extent otherwise expressly set forth herein);


 


(j)          to
the extent any defined term hereunder, or any calculation required to be made or determined by the Trustee hereunder, is dependent
upon or defined by reference to generally accepted accounting principles (as in effect in the United States) (“GAAP”),
the Trustee shall be entitled to request and receive (and rely upon) instruction from the Issuer or the accountants identified
in the Accountants’ Report (and in the absence of its receipt of timely instruction therefrom, shall be entitled to obtain
from an Independent accountant at the expense of the Issuer) as to the application of GAAP in such connection, in any instance;


 


(k)          the
Trustee shall not be liable for the actions or omissions of, or any inaccuracies in the records of, the Collateral Manager, the
Issuer, any Paying Agent (other than 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 hereof or of the Collateral Management Agreement, or to verify or independently determine the
accuracy of information received by the Trustee from the Collateral Manager (or from any selling institution, agent bank, trustee
or similar source) with respect to the Assets;


 


(l)          notwithstanding
any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary”
as defined in the UCC) to the contrary, none of the Trustee, the Custodian or the Securities Intermediary shall be under a
duty or obligation in connection with the acquisition or Grant by the Issuer to the Trustee of any item constituting the Assets,
or to evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Issuer in connection with
its Grant or otherwise, or in that regard to examine any Underlying Instrument, in each case, in order to determine compliance
with applicable requirements of and restrictions on transfer in respect of such Assets;


 


(m)          in
the event the Bank is also acting in the capacity of Paying Agent, Registrar, Transfer Agent, Custodian, Calculation Agent or Securities
Intermediary, the rights, protections, benefits, immunities and indemnities afforded to the Trustee pursuant to this Article
VI shall also be afforded to the Bank acting in such capacities; provided that such rights, protections, benefits, immunities
and indemnities shall be in addition to any rights, immunities and indemnities provided in the Securities Account Control Agreement
or any other documents to which the Bank in such capacity is a party;


 






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(n)          any
permissive right of the Trustee to take or refrain from taking actions enumerated herein 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 unless a Trust Officer has actual knowledge thereof or unless
written notice thereof is received by the Trustee at the Corporate Trust Office and such notice references the Notes generally,
the Issuer or this Indenture. Whenever reference is made herein to a Default or an Event of Default such reference shall, insofar
as determining any liability on the part of the Trustee is concerned, be construed to refer only to a Default or an Event of Default
of which the Trustee is deemed to have knowledge in accordance with this paragraph;


 


(q)          the
Trustee shall not be responsible for delays or failures in performance resulting from circumstances beyond its control (such circumstances
include but are not limited to acts of God, strikes, lockouts, riots, acts of war, loss or malfunctions of utilities, computer
(hardware or software) or communications services);


 


(r)          to
help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that
identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for
the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity
who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles
of incorporation, an offering memorandum, or other identifying documents to be provided;


 


(s)          to
the extent not inconsistent herewith, the rights, protections, immunities and indemnities afforded to the Trustee pursuant to this
Indenture also shall be afforded to the Bank in each of its capacities under the Transaction Documents and also to the Collateral
Administrator; provided that, with respect to the Collateral Administrator, such rights, immunities and indemnities shall
be in addition to any rights, immunities and indemnities provided in the Collateral Administration Agreement;


 


(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 party or dealing as principal for its own account. If otherwise qualified,
obligations of the Bank or any of its Affiliates shall qualify as Eligible Investments hereunder;


 






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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)          unless
the Trustee receives written notice of an error or omission related to financial information or disbursements provided to Holders
within 90 days of Holders’ receipt of the same, the Trustee shall have no liability in connection with such and, absent direction
by the requisite percentage of Holders entitled to direct the Trustee, no further obligations in connection thereof;


 


(x)          the
Trustee will be under no obligation to (i) confirm or verify whether the conditions to the Delivery of the Assets have been satisfied
or to determine whether or not a Collateral Obligation is eligible for purchase or exchange hereunder or meets the criteria in
the definition thereof or (ii) evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the
Issuer in connection with the Grant by the Issuer to the Trustee of any item constituting the Assets or otherwise, or in that regard
to examine any Underlying Instruments, in order to determine compliance with the applicable requirements of and restrictions on
transfer of a Collateral Obligation; and


 


(y)          the
Trustee shall have no obligation to determine the Retention Basis Amount or verify or monitor whether an E.U. Retention Deficiency
has occurred or whether the E.U. Retention Requirement Laws or the U.S. Risk Retention Rules have been or will be complied with.


 


Section 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 Assets 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 Money paid to the Issuer pursuant to the
provisions hereof.


 


Section 6.5           May Hold
Notes. The Trustee, any Paying Agent, 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 its Affiliates with the same rights
it would have if it were not Trustee, Paying Agent, Registrar or such other agent.


  



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Section 6.6           Money
Held in Trust. Money 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 Money received by it hereunder except to the extent of income or other gain on investments
which are deposits in or certificates of deposit of the Bank in its commercial capacity and income or other gain actually received
by the Trustee on Eligible Investments.


 


Section 6.7           Compensation
and Reimbursement. (a) The Issuer agrees:


 


(i)          to
pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule, for all services rendered
by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust);


 


(ii)         except
as otherwise expressly provided herein, to reimburse the Trustee 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, 6.3(c) or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence,
willful misconduct or bad faith) but with respect to securities transaction charges, only to the extent any such charges have
not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect
to certain Eligible Investments, as specified by the Collateral Manager;


 


(iii)        to
indemnify the Trustee 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) 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 or the performance of its duties
hereunder, 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 agreement or instrument related hereto; and


 


(iv)        to
pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any
collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively.


 


(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 Sections 11.1(a)(i), (ii) and
(iii) but only to the extent that funds are available for the payment thereof. Subject to Section 6.9, the Trustee
shall 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 Noteholders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on
any date when a fee or an expense shall be payable to the Trustee pursuant to this Indenture, insufficient funds are available
for the payment thereof, any portion of a fee or an expense not so paid shall be deferred and payable on such later date on which
a fee or an expense shall be payable and sufficient funds are available therefor.


 






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(c)          The
Trustee hereby agrees not to cause the filing against the Issuer or any of its subsidiaries, of a petition in bankruptcy for the
non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year and one day, or, if
longer, the applicable preference period then in effect and one day, after the payment in full of all Notes 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
payable in accordance with the Priority of Payments, 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)
or Section 5.1(f), 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.


 


Section 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 “BBB+” by S&P and (to the extent that
Fitch is rating any Notes then Outstanding) a short-term credit rating of at least “F1” or a long-term credit rating
of at least “A” by Fitch and having an office within the United States. If such organization or entity publishes reports
of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 6.8, the combined capital and surplus of such organization or entity shall be deemed
to be its combined capital and surplus as set forth in its most recent published report of condition. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section 6.8, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article VI.


 


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


 


(b)          Subject
to Section 6.9(a), the Trustee may resign at any time by giving not less than 30 days’ written notice thereof
to the Issuer, the Collateral Manager, the Holders of the Notes and each Rating Agency. 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 a Responsible Officer of the Issuer, one copy of which shall be delivered to the
Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder and the Collateral
Manager; provided that such successor Trustee shall be appointed only upon the written consent of a Majority of the Secured
Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing or when a successor Trustee
has been appointed pursuant to Section 6.9(e), by an Act of a Majority of the Controlling Class. If no successor Trustee
shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within
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.


 






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(c)          The
Trustee may be removed at any time upon 30 days written notice by Act of a Majority of each Class of Notes or, at any time when
an Event of Default shall have occurred and be continuing by an Act of a Majority of the Controlling Class, 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;


 


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. If the Issuer shall
fail to appoint a successor Trustee within 30 days after such resignation, removal or incapability or the occurrence of such vacancy,
a successor Trustee may be appointed by a Majority of the Controlling Class by written instrument delivered to the Issuer and the
retiring Trustee. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor
Trustee and supersede any successor Trustee proposed by the Issuer. If no successor Trustee shall have been so appointed by the
Issuer or a Majority of the Controlling Class and shall have accepted appointment in the manner hereinafter provided, subject to
Section 5.15, the Trustee or any Holder may, on behalf of itself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 






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(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, to each Rating Agency
and to the Holders of the Notes as their names and addresses appear in the Register. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office. If the Issuer fails 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. If the Bank shall resign or be removed as Trustee, the Bank shall also resign or be removed as Custodian, Paying Agent,
Calculation Agent, Collateral Administrator, Registrar and any other capacity in which the Bank is then acting pursuant to this
Indenture or any other Transaction Document.


 


Section 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 Issuer or a Majority of any Class of Secured Notes 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 Money held by such retiring Trustee hereunder. Upon request of any such successor Trustee,
the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts.


 


Section 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 VI, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any of the Notes has been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.


 


Section 6.12         Co-Trustees.
At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (subject
to written notice to the Rating Agencies), jointly with the Trustee, of all or any part of the Assets, with the power to file
such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce
such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions
of this Section 6.12.


 






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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 it of a request to do so, the Trustee
shall have the power to make such appointment.


 


Should any written
instrument from the Issuer be required by any co-trustee so appointed, more fully confirming to such co-trustee such property,
title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The
Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees
and expenses in connection with such appointment.


 


Every co-trustee shall,
to the extent permitted by law, but to such extent only, be appointed subject to the following terms:


 


(a)          the
Notes shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of
securities, 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 the Holders delivered to the Trustee shall be deemed to have been delivered to each co-trustee.


 


The Issuer shall notify
each Rating Agency of the appointment of a co-trustee hereunder.


 






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Section 6.13         Certain
Duties of Trustee Related to Delayed Payment of Proceeds. If the Trustee shall not have received a payment with respect to
any Asset on its Due Date, (a) the Trustee shall promptly notify the Issuer and the Collateral Manager in writing or electronically
and (b) unless within three Business Days (or the end of the applicable grace period for such payment, if any) after
such notice (x) such payment shall have been received by the Trustee or (y) the Issuer, in its absolute discretion (but
only to the extent permitted by Section 10.2(a)), shall have made provision for such payment satisfactory to the Trustee
in accordance with Section 10.2(a), the Trustee shall, not later than the Business Day immediately following the last
day of such period and in any case upon request by the Collateral Manager, request the issuer of such Asset, the trustee under
the related Underlying Instrument or a paying agent designated by either of them, as the case may be, to make such payment not
later than three Business Days after the date of such request. If such payment is not made within such time period, the Trustee,
subject to the provisions of clause (iv) of Section 6.1(c), shall take such reasonable action as the Collateral
Manager shall direct. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this
Indenture. If the Issuer or the Collateral Manager requests a release of an Asset and/or delivers an additional Collateral Obligation
in connection with any such action under the Collateral Management Agreement or under this Indenture, such release shall be subject
to Section 10.8 and Article XII of this Indenture, as the case may be. Notwithstanding any other provision
hereof, the Trustee shall deliver to the Issuer or its designee any payment with respect to any Asset or any additional Collateral
Obligation received after the Due Date thereof to the extent the Issuer previously made provisions for such payment satisfactory
to the Trustee in accordance with this Section 6.13 and such payment shall not be deemed part of the Assets.


 


Section 6.14         Authenticating
Agents. Upon the request of the Issuer, the Trustee shall, and if the Trustee so chooses the Trustee may, appoint one or more
Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection
with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5, as fully to all
intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such
Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 6.14
shall be deemed to be the authentication of Notes by the Trustee.


 


Any Person into which
any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger,
consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust
business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing
of any further act on the part of the parties hereto or such Authenticating Agent or such successor Person.


 


Any Authenticating
Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer.
Upon receiving such notice of resignation or upon such a termination, the Trustee shall, upon the written request of the Issuer,
promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer.


 


Unless the Authenticating
Agent is also the same entity as the Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The
provisions of Sections 2.8, 6.4 and 6.5 shall be applicable to any Authenticating Agent.


 






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Section 6.15         Withholding.
The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to any Holder sufficient funds for
the payment of any such tax that is legally owed or required to be withheld by the Issuer (but such authorization shall not prevent
the Trustee from contesting any such tax in appropriate Proceedings and withholding payment of such tax, if permitted by law,
pending the outcome of such Proceedings) or may be withheld because of a failure by a Holder to provide any required information
and to timely remit such amounts to the appropriate taxing authority. The amount of any withholding tax imposed with respect to
any Note shall be treated as Cash distributed to the relevant Holder at the time it is withheld by the Trustee. If there is a
reasonable possibility that withholding is required by applicable law with respect to a distribution, the Paying Agent or the
Trustee may, in its sole discretion, withhold such amounts in accordance with this Section 6.15. If any Holder or
beneficial owner wishes to apply for a refund of any such withholding tax, the Trustee shall reasonably cooperate with such Person
in providing readily available information so long as such Person agrees to reimburse the Trustee for any out-of-pocket expenses
incurred. Nothing herein shall impose an obligation on the part of the Trustee to determine the amount of any tax or withholding
obligation on the part of the Issuer or in respect of the Notes.


 


Section 6.16         Representative
for Secured Noteholders only; Agent for each other Secured Party and the Holders of the Subordinated Notes. With respect to
the security interest created hereunder, the delivery of any item of Asset to the Trustee is to the Trustee as representative
of the Secured Noteholders and agent for each other Secured Party and the Holders of the Subordinated Notes. In furtherance of
the foregoing, the possession by the Trustee of any Asset, and the endorsement to or registration in the name of the Trustee of
any Asset (including without limitation as entitlement holder of the Custodial Account) are all undertaken by the Trustee
in its capacity as representative of the Secured Noteholders, and agent for each other Secured Party and the Holders of the Subordinated
Notes.


 


Section 6.17         Representations
and Warranties of the Bank. The Bank hereby represents and warrants as follows:


 


(a)          Organization.
The Bank has been duly organized and is validly existing as a national banking association with trust powers under the laws of
the United States and has the power to conduct its business and affairs as a trustee, paying agent, registrar, transfer agent,
custodian, calculation agent and securities intermediary.


 


(b)          Authorization;
Binding Obligations. The Bank has the corporate power and authority to perform the duties and obligations of Trustee, Paying
Agent, Registrar, Transfer Agent, Custodian, Calculation Agent, Collateral Administrator and Securities Intermediary under this
Indenture. The Bank has taken all necessary corporate action to authorize the execution, delivery and performance of this Indenture,
and all of the documents required to be executed by the Bank pursuant hereto. This Indenture has been duly authorized, executed
and delivered by the Bank and constitutes the legal, valid and binding obligation of the Bank enforceable in accordance with its
terms subject, as to enforcement, (i) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement
of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable
to the Bank and (ii) to general equitable principles (whether enforcement is considered in a proceeding at law or in equity).


 






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(c)          Eligibility.
The Bank is eligible under Section 6.8 to serve as Trustee hereunder.


 


(d)          No
Conflict. Neither the execution, delivery and performance of this Indenture, nor the consummation of the transactions contemplated
by this Indenture, is prohibited by, or requires the Bank to obtain any consent, authorization, approval or registration under,
any law, statute, rule, regulation, judgment, order, writ, injunction or decree that is binding upon the Bank.


 


ARTICLE
VII



Covenants


 


Section 7.1           Payment
of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Secured Notes, in
accordance with the terms of such Notes and this Indenture pursuant to the Priority of Payments. The Issuer will, to the extent
funds are available pursuant to the Priority of Payments, duly and punctually pay all required distributions on the Subordinated
Notes, in accordance with the Subordinated Notes and this Indenture.


 


Amounts properly withheld
under the Code or other applicable law by any Person from a payment under a Note shall be considered as having been paid by the
Issuer to the relevant Holder for all purposes of this Indenture.


 


Section 7.2           Maintenance
of Office or Agency. The Issuer hereby appoints the Trustee as a Paying Agent for payments on the Notes, and appoints the
Trustee as Transfer Agent at its applicable Corporate Trust Office as the Issuer’s agent where Notes may be surrendered
for registration of transfer or exchange. The Issuer hereby appoints CT Corporation System as its agent upon whom process or demands
may be served in any action arising out of or based on this Indenture or the transactions contemplated hereby in the Borough of
Manhattan, the City of New York.


 


The Issuer may at any
time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all
of such purposes; provided that (x) the Issuer will maintain in the Borough of Manhattan, the City of New York, an
office or agency where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served and,
subject to any laws or regulations applicable thereto, an office or agency outside of the United States where Notes may be presented
for payment; and (y) no paying agent shall be appointed in a jurisdiction which subjects payments on the Notes to withholding
tax solely as a result of such Paying Agent’s activities. The Issuer shall at all times maintain a duplicate copy of the
Register at the Corporate Trust Office. The Issuer shall give prompt written notice to the Trustee, each Rating Agency and the
Holders of the appointment or termination of any such agent and of the location and any change in the location of any such office
or agency.


 






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If at any time the
Issuer shall fail to maintain any such required office or agency in the Borough of Manhattan, The City of New York, or outside
the United States, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made (subject
to the limitations described in the preceding paragraph) at, notices and demands may be served on the Issuer, and Notes may
be presented and surrendered for payment to the appropriate Paying Agent at its main office, and the Issuer hereby appoints the
same as its agent to receive such respective presentations, surrenders, notices and demands.


 


Section 7.3           Money
for Note Payments to be Held in Trust. All payments of amounts due and payable with respect to any Notes that are to be made
from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Trustee or a Paying Agent with respect
to payments on the Notes.


 


When the Issuer shall
have a Paying Agent that is not also the Registrar, it shall furnish, or cause the Registrar to furnish, no later than the fifth
calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names
and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder.


 


Whenever the Issuer
shall have a Paying Agent other than the Trustee, it shall, on or before the Business Day next preceding each Payment Date and
any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case
may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds
are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled
thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure
so to act. Any Monies deposited with a Paying Agent (other than the Trustee) in excess of an amount sufficient to pay the
amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the
Trustee for application in accordance with Article XI.


 


The initial Paying
Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer
Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by a Rating
Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating
of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P and (to the extent that Fitch
is rating any Notes then Outstanding) a short-term crediting rating of at least “F1” or a long-term rating of at least
“A” by Fitch or (ii) the Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to
have a long-term debt rating of “A+” or higher by S&P or a short-term debt rating “A-1” by S&P
and (to the extent that Fitch is rating any Notes then Outstanding) a short-term credit rating of at least “F1” or
a long-term rating of at least “A” by Fitch, the Issuer shall promptly remove such Paying Agent and appoint a successor
Paying Agent. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution
or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer
shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3,
that such Paying Agent will:


 






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(a)          allocate
all sums received for payment to the Holders of Notes and the Issuer for which it acts as Paying Agent on each Payment Date and
any Redemption Date among such Holders in the proportion specified in the applicable Distribution Report to the extent permitted
by applicable law;


 


(b)          hold
all sums held by it for the payment of amounts due with respect to the Notes and otherwise to the Issuer in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay
such sums to such Persons as herein provided;


 


(c)          if
such Paying Agent is not the Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it
in trust for the payment of Notes and otherwise to the Issuer if at any time it ceases to meet the standards set forth above required
to be met by a Paying Agent at the time of its appointment;


 


(d)          if
such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment
required to be made; and


 


(e)          if
such Paying Agent is not the Trustee, during the continuance of any such default, upon the written request of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such Paying Agent.


 


The Issuer may at any
time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be
held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to
such Money.


 


Except as otherwise
required by applicable law, any Money deposited with the Trustee or any Paying Agent in trust for any payment on any Note and remaining
unclaimed for two years after such amount has become due and payable shall be paid to the Issuer on Issuer Order; and the Holder
of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment of such amounts (but only
to the extent of the amounts so paid to the Issuer) and all liability of the Trustee or such Paying Agent with respect to
such trust Money shall thereupon cease. The Trustee or such Paying Agent, before being required to make any such release of payment,
may, but shall not be required to, adopt and employ, at the expense of the Issuer any reasonable means of notification of such
release of payment, including, but not limited to, mailing notice of such release to Holders whose Notes have been called but have
not been surrendered for redemption or whose right to or interest in Monies due and payable but not claimed is determinable from
the records of any Paying Agent, at the last address of record of each such Holder.


 




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Section 7.4           Existence
of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence
and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification
to do business as a limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect
the validity and enforceability of this Indenture, the Notes, or any of the Assets; provided that the Issuer shall be entitled
to change its jurisdiction of formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer
so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change
is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the
Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and to each
Rating Agency, (iii) the Global Rating Agency Condition is satisfied and (iv) on or prior to the 15th Business Day following receipt
of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change.


 


(b)          The
Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence (including, if required,
holding regular meetings of its manager(s) and member(s), or other similar, meetings) are followed and (ii) shall not have any
employees (other than its managers to the extent they are employees). The Issuer shall not take any action, or conduct its affairs
in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively
consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing,
(A) the Issuer shall not have any subsidiaries; and (B) (x) the Issuer shall not (1) except as contemplated by the Offering Circular,
the Collateral Management Agreement or the Issuer’s limited liability company agreement, engage in any transaction with any
member that would constitute a conflict of interest or (2) make distributions other than in accordance with the terms of this Indenture
and the Issuer’s limited liability company agreement and (y) the Issuer shall (1) maintain books and records separate from
any other Person, (2) maintain its accounts separate from those of any other Person, (3) not commingle its assets with those of
any other Person, (4) conduct its own business in its own name, (5) maintain separate financial statements, (6) pay its own liabilities
out of its own funds, (7) maintain an arm’s length relationship with its Affiliates, (8) use separate stationery, invoices
and checks, (9) hold itself out as a separate Person, (10) correct any known misunderstanding regarding its separate identity and
(11) have at least one manager that is Independent of the Collateral Manager.


 


Section 7.5           Protection
of Assets. (a) The Collateral Manager on behalf of the Issuer will cause the taking of such action within the Collateral Manager’s
control as is reasonably necessary in order to maintain the perfection and priority of the security interest of the Trustee in
the Assets; provided that the Collateral Manager shall be entitled to rely on any Opinion of Counsel delivered pursuant
to Section 7.6 and any opinion delivered on the Closing Date to determine what actions are reasonably necessary, and
shall be fully protected in so relying on such an Opinion of Counsel, unless the Collateral Manager has actual knowledge that the
procedures described in any such Opinion of Counsel are no longer adequate to maintain such perfection and priority. The Issuer
shall from time to time execute and deliver all such supplements and amendments hereto and file or authorize the filing of all
such Financing Statements, continuation statements, instruments of further assurance and other instruments, and shall take such
other action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders of the Secured Notes
hereunder and to:


 




    	 	-146-	 



     


    

 


(i)          Grant
more effectively all or any portion of the Assets;


 


(ii)         maintain,
preserve and perfect any Grant made or to be made by this Indenture including, without limitation, the first priority nature of
the lien or carry out more effectively the purposes hereof;


 


(iii)        perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture (including, without limitation, any
and all actions necessary or desirable as a result of changes in law or regulations);


 


(iv)       enforce
any of the Assets or other instruments or property included in the Assets;


 


(v)         preserve
and defend title to the Assets and the rights therein of the Trustee and the Holders of the Secured Notes in the Assets against
the claims of all Persons and parties; or


 


(vi)        pay
or cause to be paid any and all taxes levied or assessed upon all or any part of the Assets.


 


The Issuer hereby designates
the Trustee as its agent and attorney in fact to prepare and file and hereby authorizes the filing of any Financing Statement,
continuation statement and all other instruments, and take all other actions, required pursuant to this Section 7.5.
Such designation shall not impose upon the Trustee, or release or diminish, the Issuer’s and the Collateral Manager’s
obligations under this Section 7.5. The Issuer further authorizes and shall cause the Issuer’s counsel to file
without the Issuer’s signature a Financing Statement that names the Issuer as debtor and the Trustee, on behalf of the Secured
Parties, as secured party and that describes “all personal property of the Debtor now owned or hereafter acquired”
as the Assets in which the Trustee has a Grant.


 


(b)          The
Trustee shall not, except in accordance with Section 5.5 or Section 10.8(a), (b) and (c),
as applicable, permit the removal of any portion of the Assets or transfer any such Assets from the Account to which it is credited,
or cause or permit any change in the Delivery made pursuant to Section 3.3 with respect to any Assets, if, after
giving effect thereto, the jurisdiction governing the perfection of the Trustee’s security interest in such Assets is different
from the jurisdiction governing the perfection at the time of delivery of the most recent Opinion of Counsel pursuant to Section 7.6 (or,
if no Opinion of Counsel has yet been delivered pursuant to Section 7.6, the Opinion of Counsel delivered at the Closing
Date) unless the Trustee shall have received an Opinion of Counsel to the effect that the lien and security interest created
by this Indenture with respect to such property and the priority thereof will continue to be maintained after giving effect to
such action or actions.


 




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Section 7.6           Opinions
as to Assets. Within the six-month period preceding the fifth anniversary of the Closing Date (and every five years thereafter),
the Issuer shall furnish to the Trustee and the Rating Agencies an Opinion of Counsel either (i) stating that, in the opinion of
such counsel, such action has been taken (including without limitation with respect to the filing of any Financing Statements and
continuation statements) as is necessary to maintain the lien and security interest created by this Indenture and reciting the
details of such action or (ii) describing the filing of any Financing Statements and continuation statements that shall, in the
opinion of such counsel, be required to maintain the lien and security interest of this Indenture.


 


Section 7.7           Performance
of Obligations. (a) The Issuer shall not take any action, and will use its best efforts not to permit any action to be taken
by others, that would release any Person from any of such Person’s covenants or obligations under any instrument included
in the Assets, except in the case of enforcement action taken with respect to any Defaulted Obligation in accordance with the provisions
hereof and actions by the Collateral Manager under the Collateral Management Agreement and in conformity therewith or with this
Indenture, as applicable, or as otherwise required hereby or deemed necessary or advisable by the Collateral Manager in accordance
with the Collateral Management Agreement.


 


(b)          The
Issuer shall notify S&P and Fitch within 10 Business Days after it has received notice from any Noteholder or the Issuer of
any material breach of any Transaction Document, following any applicable cure period for such breach.


 


Section 7.8           Negative
Covenants. (a) The Issuer will not, from and after the Closing Date:


 


(i)          sell,
transfer, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (or permit such to occur or
suffer such to exist), any part of the Assets, except as expressly permitted by this Indenture and the Collateral Management Agreement;


 


(ii)         claim
any credit on, make any deduction from, or dispute the enforceability of payment of the principal or interest payable (or any other
amount) in respect of the Notes (other than amounts withheld or deducted in accordance with the Code or any applicable laws
of any other applicable jurisdiction);


 


(iii)        (A) incur
or assume or guarantee any indebtedness, other than the Notes, this Indenture and the transactions contemplated hereby or (B)(1) issue
any additional class of Notes except in accordance with Sections 2.13 and 3.2 or (2) issue any additional
limited liability company interests, except in accordance with the Issuer’s limited liability company agreement, other than
in connection with a Refinancing;


 


(iv)        (A) permit
the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the lien of this Indenture to
be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations
with respect to this Indenture or the Notes except as may be permitted hereby or by the Collateral Management Agreement, (B) except
as permitted by this Indenture, permit any lien, charge, adverse claim, security interest, mortgage or other encumbrance (other
than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden any part of the Assets, any
interest therein or the proceeds thereof, or (C) except as permitted by this Indenture, take any action that would permit
the lien of this Indenture not to constitute a valid first priority security interest in the Assets;


 




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(v)         amend
the Collateral Management Agreement except pursuant to the terms thereof and Article XV of this Indenture;


 


(vi)        dissolve
or liquidate in whole or in part, except as permitted hereunder or required by applicable law;


 


(vii)       pay
any distributions other than in accordance with the Priority of Payments;


 


(viii)      permit
the formation of any subsidiaries;


 


(ix)        conduct
business under any name other than its own;


 


(x)          have
any employees (other than its managers to the extent they are employees);


 


(xi)        sell,
transfer, exchange or otherwise dispose of Assets, or enter into an agreement or commitment to do so or enter into or engage in
any business with respect to any part of the Assets, except as expressly permitted by both this Indenture and the Collateral Management
Agreement;


 


(xii)        fail
to maintain an Independent Manager under the Issuer’s limited liability company agreement; and


 


(xiii)       elect,
or take any other action, to be treated as an association taxable as a corporation for U.S. federal income tax purposes.


 


(b)          The
Issuer will not invest any of its assets in “securities” as such term is defined in the 1940 Act, and will keep all
of its assets in Cash.


 


(c)          The
Issuer shall not be party to any agreements without including customary “non-petition” and “limited recourse”
provisions therein (and shall not amend or eliminate such provisions in any agreement to which it is party), except for any agreements
related to the purchase and sale of any Assets which contain customary (as determined by the Collateral Manager in its sole discretion) purchase
or sale terms or which are documented using customary (as determined by the Collateral Manager in its sole discretion) loan
trading documentation.


 




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(d)          Notwithstanding
anything contained herein to the contrary, the Issuer may not acquire any of the Secured Notes; provided that this Section
7.8(d) shall not be deemed to limit an optional or mandatory redemption pursuant to the terms of this Indenture or the purchase
of Secured Notes pursuant to Section 9.7 hereof.


 


(e)          The
Issuer shall not acquire or hold any Collateral Obligation or Eligible Investment that is a debt obligation in bearer form unless
the Collateral Obligation or Eligible Investment is not required to be in registered form under Section 163(f)(2)(A) of the Code.


 


Section 7.9           Statement
as to Compliance. On or before September 30 in each calendar year commencing in 2019, or immediately if there has been a Default
under this Indenture and prior to the issuance of any Additional Notes pursuant to Section 2.13, the Issuer shall deliver
to the Trustee (to be forwarded by the Trustee to the Collateral Manager, the Collateral Administrator, each Noteholder making
a written request therefor and each Rating Agency) an Officer’s certificate of the Issuer that, having made reasonable
inquiries of the Collateral Manager, and to the best of the knowledge, information and belief of the Issuer, there did not exist,
as at a date not more than five days prior to the date of the certificate, nor had there existed at any time prior thereto since
the date of the last certificate (if any), any Default hereunder or, if such Default did then exist or had existed, specifying
the same and the nature and status thereof, including actions undertaken to remedy the same, and that the Issuer has complied with
all of its obligations under this Indenture or, if such is not the case, specifying those obligations with which it has not complied.


 


Section 7.10         Issuer
May Consolidate, etc., Only on Certain Terms. The Issuer (the “Merging Entity”) shall not consolidate
or merge with or into any other Person or transfer or convey all or substantially all of its assets to any Person, unless permitted
by United States and Delaware law and unless:


 


(a)          the
Merging Entity shall be the surviving entity, or the Person (if other than the Merging Entity) formed by such consolidation
or into which the Merging Entity is merged or to which all or substantially all of the assets of the Merging Entity are transferred
(the “Successor Entity”) (A) if the Merging Entity is the Issuer, shall be a company organized and existing
under the laws of the State of Delaware or such other jurisdiction approved by a Majority of the Controlling Class; provided
that no such approval shall be required in connection with any such transaction undertaken solely to effect a change in the jurisdiction
of formation pursuant to Section 7.4, and (B) shall expressly assume, by an indenture supplemental hereto and an omnibus
assumption agreement, executed and delivered to the Trustee, each Holder, the Collateral Manager and the Collateral Administrator,
the due and punctual payment of the principal of and interest on all Secured Notes, the payments of the Subordinated Notes and
the performance and observance of every covenant of this Indenture and of each other Transaction Document on its part to be performed
or observed, all as provided herein or therein, as applicable;


 


(b)          each
Rating Agency shall have been notified in writing of such consolidation or merger and the Trustee shall have received written confirmation
from each Rating Agency that its then-current ratings issued with respect to the Secured Notes then rated by each Rating Agency
will not be reduced or withdrawn as a result of the consummation of such transaction;


 




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(c)          if
the Merging Entity is not the Successor Entity, the Successor Entity shall have agreed with the Trustee (i) to observe the
same legal requirements for the recognition of such formed or surviving entity as a legal entity separate and apart from any of
its Affiliates as are applicable to the Merging Entity with respect to its Affiliates and (ii) not to consolidate or merge
with or into any other Person or transfer or convey the Assets or all or substantially all of its assets to any other Person except
in accordance with the provisions of this Section 7.10;


 


(d)          if
the Merging Entity is not the Successor Entity, the Successor Entity shall have delivered to the Trustee and each Rating Agency
an Officer’s certificate and an Opinion of Counsel each stating that such Person is duly organized, validly existing and
in good standing in the jurisdiction in which such Person is organized; that such Person has sufficient power and authority to
assume the obligations set forth in sub-section (a) above and to execute and deliver an indenture supplemental hereto
for the purpose of assuming such obligations; that such Person has duly authorized the execution, delivery and performance of a
supplemental indenture hereto for the purpose of assuming such obligations and that such supplemental indenture is a valid, legal
and binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law); if the Merging Entity is the Issuer, that, immediately
following the event which causes such Successor Entity to become the successor to the Issuer, (i) such Successor Entity has
title, free and clear of any lien, security interest or charge, other than the lien and security interest of this Indenture and
any other Permitted Liens, to the Assets securing all of the Secured Notes and (ii) the Trustee continues to have a valid
perfected first priority security interest in the Assets securing all of the Secured Notes; and in each case as to such other matters
as the Trustee or any Noteholder may reasonably require; provided that nothing in this clause shall imply or impose a duty
on the Trustee to require such other documents;


 


(e)          immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(f)           the
Merging Entity shall have notified each Rating Agency of such consolidation, merger, transfer or conveyance and shall have delivered
to the Trustee and each Noteholder an Officer’s certificate and an Opinion of Counsel each stating that such consolidation,
merger, transfer or conveyance and such supplemental indenture comply with this Article VII and that all conditions precedent
in this Article VII relating to such transaction have been complied with;


 


(g)          the
Merging Entity shall have delivered to the Trustee an Opinion of Counsel stating that after giving effect to such transaction,
the Issuer (or, if applicable, the Successor Entity) (i) will not be required to register as an investment company under the
1940 Act and (ii) will not be treated as an association or a publicly traded partnership, in each case, that is taxable as a corporation
for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis;


 




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(h)          after
giving effect to such transaction, the outstanding stock of the Merging Entity (or, if applicable, the Successor Entity) will
not be beneficially owned within the meaning of the 1940 Act by any U.S. Person; and


 


(i)           the
fees, costs and expenses of the Trustee (including any reasonable legal fees and expenses) associated with the matters addressed
in this Section 7.10 shall have been paid by the Merging Entity (or, if applicable, the Successor Entity) or otherwise provided
for to the satisfaction of the Trustee.


 


Section 7.11         Successor
Substituted. Upon any consolidation or merger, or transfer or conveyance of all or substantially all of the assets of the Issuer
in accordance with Section 7.10 in which the Merging Entity is not the surviving entity, the Successor Entity
shall succeed to, and be substituted for, and may exercise every right and power of, the Merging Entity under this Indenture with
the same effect as if such Person had been named as the Issuer herein. In the event of any such consolidation, merger, transfer
or conveyance, the Person named as the “Issuer” in the first paragraph of this Indenture or any successor which shall
theretofore have become such in the manner prescribed in this Article VII may be dissolved, wound up and liquidated at any
time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all the Notes and from
its obligations under this Indenture and the other Transaction Documents to which it is a party.


 


Section 7.12         No
Other Business. The Issuer shall not have any employees (other than its directors to the extent they are employees) and shall
not engage in any business or activity other than issuing, selling, paying and redeeming the Notes and any Additional Notes issued
pursuant to this Indenture, acquiring, holding, selling, exchanging, redeeming and pledging, solely for its own account, the Assets
and other incidental activities thereto, including entering into the Transaction Documents to which it is a party. The Issuer may
amend, or permit the amendment of, its certificate of formation and its limited liability company agreement only if such amendment
would satisfy the Global Rating Agency Condition.


 


Section 7.13         [Reserved].


 


Section 7.14         Annual
Rating Review. (a) So long as any of the Secured Notes of any Class remain Outstanding, on or before September 30 in each year
commencing in 2019, the Issuer shall obtain and pay for an annual review of the rating of each such Class of Secured Notes from
each Rating Agency, as applicable. The Issuer shall promptly notify the Trustee and the Collateral Manager in writing (and the
Trustee shall promptly provide the Holders with a copy of such notice) if at any time the then-current rating of any such
Class of Secured Notes has been, or is known will be, changed or withdrawn.


 




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(b)          The
Issuer shall obtain and pay for an annual review of (i) any Collateral Obligation which has an S&P Rating derived as set forth
in clause (iii)(b) of the definition of the term “S&P Rating” and (ii) to the extent that Fitch is rating
any Notes then outstanding, any middle market loan that has a Fitch Rating determined pursuant to clause (e) under the heading
“Fitch Rating” in Schedule 7.


 


Section 7.15         Reporting.
At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act and are not exempt from reporting pursuant
to Rule 12g3 - 2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note, the Issuer shall promptly
furnish or cause to be furnished Rule 144A Information to such Holder or beneficial owner, to a prospective purchaser of such Note
designated by such Holder or beneficial owner, or to the Trustee for delivery upon an Issuer Order to such Holder or beneficial
owner or a prospective purchaser designated by such Holder or beneficial owner, as the case may be, in order to permit compliance
by such Holder or beneficial owner with Rule 144A under the Securities Act in connection with the resale of such Note. “Rule
144A Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or
any successor provision thereto).


 


Section 7.16         Calculation
Agent. (a) The Issuer hereby agrees that for so long as any Secured Notes remain Outstanding there will at all times be an
agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral
Manager or its Affiliates) to calculate LIBOR in respect of each Interest Accrual Period (or, in the case of the first Interest
Accrual Period commencing on the Closing Date) in accordance with the terms of Exhibit C hereto (the “Calculation
Agent”). The Issuer hereby appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed
by the Issuer or the Collateral Manager, on behalf of the Issuer, as described below in clause (b) of this Section 7.16,
at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Collateral Manager,
on behalf of the Issuer, in respect of any Interest Accrual Period, the Issuer or the Collateral Manager, on behalf of the Issuer,
will promptly appoint a replacement Calculation Agent which does not control or is not controlled by or under common control with
the Issuer or its Affiliates or the Collateral Manager or its Affiliates. The Calculation Agent may not resign its duties or be
removed without a successor having been duly appointed.


 


(b)          The
Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that,
as soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. New
York time on the London Banking Day immediately following each Interest Determination Date, the Calculation Agent will calculate
the Interest Rate applicable to each Class of Secured Notes during the related Interest Accrual Period (or portion thereof) and
the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent being rounded upward) payable
on the related Payment Date in respect of such Class of Secured Notes in respect of the related Interest Accrual Period. At such
time, the Calculation Agent will communicate such rates and amounts to the Issuer, the Trustee, each Paying Agent, the Collateral
Manager, Euroclear and Clearstream. The Calculation Agent will also specify to the Issuer the quotations upon which the foregoing
rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on
every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate
or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates
and amounts for any Interest Accrual Period will (or portion thereof) (in the absence of manifest error) be final and binding
upon all parties.


 




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Section 7.17         Certain
Tax Matters. (a) For so long as the Subordinated Notes and any other interest that is treated as equity in the Issuer is held
by a single owner for U.S. federal income tax purposes, the Issuer shall treat itself as disregarded as separate from such owner
for such purposes, and in all our situations the Issuer shall treat itself as a partnership (other than a publicly traded partnership),
and each Holder or beneficial owner ofa Subordinated Note (or any interest therein) or any other interest that is treated as equity
in the Issuer for U.S. federal income tax purposes (each such Note or interest, a “Partnership Interest”, and
each such Holder or beneficial owner, a “Partner”) shall not take or permit any action that is inconsistent
with such treatment. Sections 7.17(i), (j), (k) and (l) will apply only for so long as the Issuer is
treated as a partnership for U.S. federal income tax purposes.


 


(b)          The
Issuer shall treat (i) the Secured Notes as indebtedness of the Issuer for U.S. federal, state and local income and franchise tax
purposes, except as otherwise required by law and (ii) the Subordinated Notes as equity in the Issuer for U.S. federal, state and
local income and franchise tax purposes.


 


(c)          The
Issuer shall file, or cause to be filed, any tax returns, including information tax returns, required by any governmental authority,
and the Paying Agent shall be authorized to file any information tax returns as required by any governmental authority.


 


(d)          If
the Issuer has purchased an interest and the Issuer is aware that such interest is a “reportable transaction” within
the meaning of Section 6011 of the Code, and a Holder of a Subordinated Note (or any other Note that is required to be treated
as equity for U.S. federal income tax purposes) requests in writing information about any such transactions in which the Issuer
is an investor, the Issuer shall provide, or cause its Independent accountants to provide, such information it has reasonably available
that is required to be obtained by such Holder under the Code as soon as practicable after such request.


 


(e)          Notwithstanding
anything herein to the contrary, the Collateral Manager, the Issuer, the Trustee, the Collateral Administrator, the Initial Purchaser,
the Retention Provider, the Holders and beneficial owners of the Notes and each employee, representative or other agent of those
Persons, may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and tax structure of the transactions
contemplated by this Indenture and all materials of any kind, including opinions or other tax analyses, that are provided to those
Persons. This authorization to disclose the U.S. tax treatment and tax structure does not permit disclosure of information identifying
the Collateral Manager, the Issuer, the Trustee, the Collateral Administrator, the Initial Purchaser, each Retention Provider or
any other party to the transactions contemplated by this Indenture, the Offering or the pricing (except to the extent such information
is relevant to U.S. tax structure or tax treatment of such transactions).


 




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(f)          Upon
the Issuer’s receipt of a request of a Holder of a Secured Note or written request of a Person certifying that it is an owner
of a beneficial interest in a Secured Note (including, in each case, Holders and beneficial owners of any Additional Notes issued
hereunder) for the information described in Treasury Regulations Section 1.1275-3(b)(1)(i) that is applicable to such Note, the
Issuer will cause its Independent certified public accountants to provide promptly to the Trustee and such requesting Holder or
owner of a beneficial interest in such a Note all of such information. Any additional issuance of Notes shall be accomplished in
a manner that will allow the Independent certified public accountants of the Issuer to accurately calculate original issue discount
income to holders of the Additional Notes. Upon request by the Independent accountants, the Trustee shall provide to the Independent
accountants information reasonably available to it as reasonably requested by the Independent accountants to comply with this Section
7.17, including information contained in the Register.


 


(g)          If
required to prevent the withholding and imposition of United States income tax on payments made to the Issuer, the Issuer shall
deliver or cause to be delivered an IRS Form W-9 or applicable successor form certifying as to the United States Tax Person status
of the Issuer (or, if applicable, the United States Tax Person status of the person from whom the Issuer is disregarded as separate
for U.S. federal income tax purposes) to the issuer or obligor of or counterparty with respect to an Asset at the time such Asset
is purchased or entered into by the Issuer and thereafter prior to the obsolescence or expiration of such form.


 


(h)          [Reserved.]


 


(i)           If
so requested by a Majority of the Subordinated Notes, and if such Holders agree to reimburse the Issuer for all costs associated
with such election, the Issuer is authorized to make (or hire accountants to make) an election under Section 754 of the Code.


 


(j)            (i)           The
Tax Matters Partner shall establish and maintain or cause to be established and maintained on the books and records of the
Issuer an individual capital account for each Partner in accordance with Section 704(b) of the Code and Treasury Regulations
Section 1.704-1(b)(2)(iv).


 


(ii)         For
capital account purposes, all items of income, gain, loss and deduction shall be allocated among the Partners in a manner such
that, if the Issuer were dissolved, its affairs wound up, its assets sold for their respective “book values” (within
the meaning of Treasury Regulations Section 1.704-1(b)(2)(iv)) and its liabilities satisfied in full (except that nonrecourse liabilities
with respect to an asset shall be satisfied only to the extent that such nonrecourse liabilities do not exceed the book value of
such asset) and its assets distributed to the Partners in accordance with their respective capital account balances immediately
after making such allocation, such distributions would, as nearly as possible, be equal to the distributions that would be made
pursuant to the provisions of this Indenture. Any special allocations provided for in Section 7.17(j)(iv)-(vii) shall be
taken into account for capital account purposes. For U.S. federal, state and local income tax purposes, items of income, gain,
loss, deduction and credit shall be allocated to the Partners in accordance with the allocations of the corresponding items for
capital account purposes under this Section 7.17(j), except that items with respect to which there is a difference between tax
and book basis will be allocated in accordance with Section 704(c) of the Code and Treasury Regulations Section 1.704-1(b)(4)(i).


 




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(iii)        The
provisions of this Section 7.17(j) relating to the maintenance of capital accounts are intended to comply with Treasury
Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. The Tax Matters
Partner shall be authorized to make appropriate amendments to the allocations of items pursuant to this Section 7.17(j)
if necessary in order to comply with Section 704 of the Code or the appropriate provisions of Treasury Regulations.


 


(iv)        Notwithstanding
any other provision set forth in this Section 7.17(j), no item of deduction or loss shall be allocated to a Partner to the
extent the allocation would cause a negative balance in the Partner’s capital account (after taking into account the adjustments,
allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the
amount that such Partner would be required to reimburse the Issuer pursuant to this Indenture or under applicable law. In the event
some but not all of the Partners would have such excess capital account deficits as a consequence of such an allocation of loss
or deduction, the limitation set forth in this Section 7.17(j)(iv) shall be applied on a Partner by Partner basis so as
to allocate the maximum permissible deduction or loss to each such Partner under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).
In the event any loss or deduction is specially allocated to a Partner pursuant to either of the two preceding sentences, an equal
amount of income of the Issuer shall be specially allocated to such Partner prior to any allocation pursuant to Section 7.17(j)(ii).


 


(v)         In
the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Issuer income and gain shall be specially allocated to such Partner in an amount
and manner sufficient to eliminate as quickly as possible any deficit balance in its capital account in excess of that permitted
under Section 7.17(j)(iv) created by such adjustments, allocations or distributions. Any special allocations of items of
income or gain pursuant to this Section 7.17(j)(v) shall be taken into account in computing subsequent allocations pursuant
to this Section 7.17(j)(v) so that the net amount of any items so allocated and all other items allocated to each Partner
pursuant to this Section 7.17(j)(v) shall, to the extent possible, be equal to the net amount that would have been allocated
to each such Partner pursuant to the provisions of this Section 7.17(j) if such unexpected adjustments, allocations or distributions
had not occurred.


 




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(vi)        In
the event the Issuer incurs any nonrecourse liabilities, income and gain shall be allocated in accordance with the “minimum
gain chargeback” provisions of Treasury Regulations Sections 1.704-1(b)(4)(iv) and 1.704-2.


 


(vii)       The
capital accounts of the Partners shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to reflect
the fair market value of Issuer property whenever a Partnership Interest is relinquished to the Issuer, whenever an additional
Person becomes a Partner as permitted under this Indenture, upon any termination of the Issuer within the meaning of Section 708
of the Code, and when the Issuer is liquidated as permitted under this Indenture, and shall be adjusted in accordance with Treasury
Regulations Section 1.704-1(b)(2)(iv)(e) in the case of a distribution of any property (other than cash).


 


(k)          The
Initial Subordinated Noteholder will be the initial “partnership representative” (as defined in Section 6223 of the
Code, after amendment by P.L. 114-74) (the “Tax Matters Partner”) and may designate the Tax Matters Partner
from time to time from among any willing Holder of Subordinated Notes (including itself and any of its Affiliates) with respect
to any taxable year of the Issuer during which the Initial Subordinated Noteholder or any of its Affiliates holds or has held any
Subordinated Notes (and if such designee is not eligible under the Code to be the Tax Matters Partner, it shall be the agent and
attorney-in-fact of the Tax Matters Partner); provided, that during any other period or if the Initial Subordinated Noteholder
declines to so designate a Tax Matters Partner, the Issuer (after consultation with the Collateral Manager) shall designate the
Tax Matters Partner from among any Holder of Subordinated Notes (excluding the Initial Subordinated Noteholder and its Affiliates)
(and if such designee is not eligible under the Code to be the Tax Matters Partner, it shall be the agent and attorney-in-fact
of the Tax Matters Partner). The Tax Matters Partner (or, if applicable, its agent and attorney-in- fact) shall sign the Issuer’s
tax returns and is authorized to make tax elections on behalf of the Issuer in its reasonable discretion, to determine the amount
and characterization of any allocations or tax items described in this Section 7.17 in its reasonable discretion, and to
take all actions and do such things as required or as it shall deem appropriate under the Code, at the Issuer’s sole expense,
including representing the Issuer before taxing authorities and courts in tax matters affecting the Issuer and the Partners. Any
action taken by the Tax Matters Partner in connection with audits of the Issuer under the Code will, to the extent permitted by
law, be binding upon the Partners. Each such Partner agrees that it will treat any Issuer item on such Partner’s income tax
returns consistently with the treatment of the item on the Issuer’s tax return and that such Partner will not independently
act with respect to tax audits or tax litigation affecting the Issuer, unless previously authorized to do so in writing by the
Tax Matters Partner (or, if applicable, its agent and attorney-in-fact), which authorization may be withheld in the complete discretion
of the Tax Matters Partner (or, if applicable, its agent and attorney-in fact). The Issuer will, to the fullest extent permitted
by law, reimburse and indemnify the Tax Matters Partner and any agent and attorney-in-fact of such Tax Matters Partner in connection
with any expenses reasonably incurred in connection with its performance of its duties as or on behalf of the Tax Matters Partner.
For the avoidance of doubt, any indemnity or reimbursement provided pursuant to the immediately foregoing sentence shall be treated
as an Administrative Expense pursuant to the definition thereof.


 




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(l)           For
taxable years beginning in 2018, the Tax Matters Partner shall be the “partnership representative” for purposes of
Section 6223 of the Code, as amended by the Bipartisan Budget Act of 2015 (the “Partnership Representative”)
(or, if not eligible to be the Partnership Representative, as agent-in-fact of the Partnership Representative). If the IRS, in
connection with an audit governed by the tax audit rules that apply to partnerships for taxable years beginning in 2018 that are
contemplated by the Bipartisan Budget Act of 2015 (the “Partnership Tax Audit Rules”), proposes an adjustment
greater than $25,000 in the amount of any item of income, gain, loss, deduction or credit of the Issuer, or any Partner’s
distributive share thereof, and such adjustment results in an “imputed underpayment” as described in Section 6225(b)
of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions
(a “Covered Audit Adjustment”), the Partnership Representative will use commercially reasonable efforts (taking
into account whether the Partnership Representative has received any needed information on a timely basis from the Partners), to
apply the alternative method provided by Section 6226 of the Code, as amended by the Bipartisan Budget Act of 2015, together with
any guidance issued thereunder or successor provisions (the “Alternative Method”). In the event the proposed
adjustment is equal to or less than $25,000, the Partnership Representative may in its sole discretion elect to have the Issuer
pay such adjustment. To the extent that the Partnership Representative does not (or is unable to) elect the Alternative Method
with respect to a Covered Audit Adjustment and such Covered Audit Adjustment is material as to the Issuer (determined in the Partnership
Representative’s sole discretion), the Partnership Representative shall use commercially reasonable efforts to (i) to the
extent not economically or administratively burdensome or onerous, make reasonable modifications available under Sections 6225(c)(3),
(4) and (5) of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor
provisions, to the extent that such modifications are available (taking into account whether the Partnership Representative has
received any needed information on a timely basis from the Partners) and would reduce any taxes payable by the Issuer with respect
to the Covered Audit Adjustment, and (ii) if reasonably requested by a Partner, provide to such Partner available information allowing
such Partner to file an amended U.S. federal income tax return, as described in Section 6225(c)(2) of the Code, as amended by the
Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions, to the extent that such amended
return and payment of any related U.S. federal income taxes would reduce any taxes payable by the Issuer with respect to the Covered
Audit Adjustment (after taking into account any modifications described in clause (i)). Similar procedures shall be followed in
connection with any state or local income tax audit governed by the Partnership Tax Audit Rules. Any U.S. federal income taxes
(and any related interest and penalties) paid by the Issuer (or any diminution in distributable proceeds resulting from an adjustment
under Partnership Tax Audit Rules) may be allocated in the reasonable discretion of the Partnership Representative to those Partners
to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as determined
in the reasonable discretion of the Partnership Representative. The Partnership Representative shall not elect or cause any election
to be made to apply the Partnership Tax Audit Rules to the Issuer prior to the generally applicable effective date of such legislation,
unless the Partnership Representative, in good faith, reasonably determines that such an election would be in the best interests
of the Issuer and all Holders of the Notes. Each Partner hereby agrees to take any and all actions, and to furnish any and all
information, requested by the Partnership Representative to permit the Issuer to minimize any tax liability that would otherwise
be imposed on the Issuer under Section 6225 of the Code, or any successor provision, including (if requested by the Partnership
Representative) by (i) filing amended tax returns to take into account any adjustment to the amount of any item of income, gain,
loss, deduction, or credit of the Partner, or of any Person’s distributive share thereof, and (ii) providing the Issuer with
any information necessary for the Issuer to (x) establish the amount of any tax liability resulting from any such adjustment and
(y) elect (in accordance with Section 6226 of the Code, or any successor provision) for each Partner to take any such adjustment
into account directly. Each Partner acknowledges and agrees that it will be liable for all taxes and related interest, additional
amounts and penalties and other liabilities including reasonable administrative costs resulting from or otherwise attributable
to the Partner’s allocable share (determined with respect to the applicable adjustment period) of the tax items affected
by any applicable audit adjustment.


 




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Section 7.18         Effective
Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on
or before the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that
satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Tests and the Coverage Tests.


 


(b)          During
the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional
Collateral Obligations in the following order: (i) to pay for the principal portion of any Collateral Obligation, first,
any amounts on deposit in the Ramp-Up Account, and second, any Principal Proceeds on deposit in the Collection Account and
(ii) to pay for accrued interest on any such Collateral Obligation, first, any amounts on deposit in the Ramp-Up Account
and second, any Principal Proceeds on deposit in the Collection Account. In addition, the Issuer will use commercially reasonable
efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral
Quality Tests and each Overcollateralization Ratio Test.


 


(c)          Within
30 calendar days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date),
the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide, the following documents:


 


(i)          to
each Rating Agency (in the case of delivery to S&P, via email to CDOEffectiveDatePortfolios@spglobal.com, and in the case of
delivery to Fitch, via email to cdo.surveillance@fitchratings.com), a report identifying Collateral Obligations and a Microsoft
Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether
the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a
minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name
of Obligor, coupon, spread (if applicable), LIBOR floor (if any), legal final maturity date, average life, outstanding principal
balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise,
settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry
Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Notes;


 




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(ii)         to
the Trustee and each Rating Agency (in the case of delivery to S&P, via email to CDOEffectiveDatePortfolios@spglobal.com, and
in the case of delivery to Fitch, via email to cdo.surveillance@fitchratings.com) a report, prepared by the Collateral Administrator
(the “Effective Date Report”), (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity,
S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating
as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio
Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the
Target Initial Par Condition;


 


(iii)        to
the Trustee and the Collateral Manager, (A) an Accountants’ Report comparing, as of the Effective Date, the issuer, Principal
Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference
to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”)
and (B) an Accountants’ Report performing agreed upon procedures as of the Effective Date including recalculating and comparing
the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding
the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Target Initial Par Condition is satisfied
(such report, the “Accountants’ Effective Date Recalculation AUP Report” and together with the Accountants’
Effective Date Comparison AUP Report, the “Accountants’ Effective Date AUP Reports”), with both Accountants’
Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations
relating to such Accountants’ Effective Date AUP Reports; and


 


(iv)        to
the Trustee and each Rating Agency (in the case of delivery to S&P, via email to CDOEffectiveDatePortfolios@spglobal.com, and
in the case of delivery to Fitch, via email to cdo.surveillance@fitchratings.com) an Officer’s certificate of the Issuer
(the “Effective Date Certificate”) certifying as to the level of compliance with, or satisfaction or non-satisfaction
of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the
Concentration Limitations, and (4) the Target Initial Par Condition, in each case, as of the Effective Date.


 




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If (v) the Issuer or
the Collateral Manager, as the case may be, provides the foregoing Accountants’ Effective Date AUP Reports to the Trustee
with the results of the items set forth in subclause (iii)(B) above, and such results do not indicate any failure of any such tested
item, (w) the Issuer delivers the Effective Date Certificate to the Trustee and causes the Collateral Administrator to make available
to the Rating Agencies (i) a report identifying the Collateral Obligations and (ii) the Effective Date Report, (x) the Collateral
Manager certifies to S&P (which may be in the form of an e-mail) that as of the Effective Date the S&P CDO Monitor Test
is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor
Non-Model Adjustments), (y) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate
the passing test result and (z) the Collateral Manager certifies that the Closing Date Participation Condition is satisfied, a
written confirmation from S&P of its Initial Ratings of the Secured Notes shall be deemed to have been provided (the “Effective
Date Condition”). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not
include or refer to the Accountants’ Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E,
only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment,
will be provided by the Independent accountants to the Issuer and Information Agent who will post such Form 15-E on the 17g-5 website.
Copies of the Accountants’ Effective Date Recalculation AUP Report or any other agreed upon procedures report provided by
the Independent accountants to the Issuer will not be provided to any other party including the Rating Agencies or posted on the
17g-5 website (other than as provided in any access letter between such Person and the accountants).


 


(d)          If,
by the Determination Date relating to the first Payment Date (unless the Effective Date Condition is satisfied) S&P has not
provided written confirmation of its Initial Ratings of the Secured Notes then the Collateral Manager, on behalf of the Issuer,
shall instruct the Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount
(and with such funds the Issuer shall purchase additional Collateral Obligations) in an amount sufficient to obtain from S&P
a confirmation of its Initial Ratings of the Secured Notes (provided that the amount of such transfer would not result in
default in the payment of interest with respect to the Class A Notes or the Class B Notes); provided that, in
the alternative, the Collateral Manager on behalf of the Issuer may take such other action, including but not limited to, a Special
Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal
Proceeds (for use in a Special Redemption), sufficient to obtain from S&P a confirmation of its Initial Ratings of the Secured
Notes.


 


(e)          The
failure of the Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default
unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral
Manager acting on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes which are not applied
to pay for the purchase of Collateral Obligations acquired by the Issuer on the Closing Date an amount equal to U.S.$455,992,415.09
will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf
of the Issuer), the Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations from
the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts
on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described
in Section 10.3(c).


 




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(f)          Weighted
Average S&P Recovery Rate. The Collateral Manager may, at any time after the Closing Date upon at least 5 Business Days’
prior written notice to S&P, the Trustee and the Collateral Administrator, elect to utilize the S&P CDO Monitor in determining
compliance with the S&P CDO Monitor Test (the effective date specified by the Collateral Manager for such election, the “S&P
CDO Monitor Election Date”). On or prior to the later of (x) the S&P CDO Monitor Election Date and (y) the Effective
Date, the Collateral Manager shall elect the Weighted Average S&P Recovery Rate that shall apply on and after such date to
the Collateral Obligations for purposes of determining compliance with the Minimum Weighted Average S&P Recovery Rate Test,
and the Collateral Manager will so notify the Trustee and the Collateral Administrator. Thereafter, at any time during any S&P
CDO Monitor Election Period on written notice to the Trustee, the Collateral Administrator and S&P, the Collateral Manager
may elect a different Weighted Average S&P Recovery Rate to apply to the Collateral Obligations; provided, that if (i)
the Collateral Obligations are currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to
the Collateral Obligations but the Collateral Obligations would not be in compliance with the Weighted Average S&P Recovery
Rate case to which the Collateral Manager desires to change, then such changed case shall not apply or (ii) the Collateral Obligations
are not currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations
and would not be in compliance with any other Weighted Average S&P Recovery Rate case, the Weighted Average S&P Recovery
Rate to apply to the Collateral Obligations shall be the lowest Weighted Average S&P Recovery Rate in Section 2 of Schedule
4. If the Collateral Manager does not notify the Trustee and the Collateral Administrator that it will alter the Weighted Average
S&P Recovery Rate in the manner set forth above, the Weighted Average S&P Recovery Rate chosen as of the S&P CDO Monitor
Election Date or the Effective Date, as applicable, shall continue to apply.


 


Section 7.19         Representations
Relating to Security Interests in the Assets. (a) The Issuer hereby represents and warrants that, as of the Closing Date (which
representations and warranties shall survive the execution of this Indenture and be deemed to be repeated on each date on which
an Asset is Granted to the Trustee hereunder):


 


(i)          The
Issuer owns each Asset free and clear of any lien, claim or encumbrance of any Person, other than such as are created under, or
permitted by, this Indenture and any other Permitted Liens.


 


(ii)         Other
than the security interest Granted to the Trustee pursuant to this Indenture, except as permitted by this Indenture, the Issuer
has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Assets. The Issuer has not authorized
the filing of and is not aware of any Financing Statements against the Issuer that include a description of collateral covering
the Assets other than any Financing Statement relating to the security interest granted to the Trustee hereunder or that has been
terminated; the Issuer is not aware of any judgment, PBGC liens or tax lien filings against the Issuer.


 




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(iii)        All
Assets constitute Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as
defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of
the UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets
to a “securities account” (as defined in Section 8-501(a) of the UCC).


 


(iv)        All
Accounts constitute “securities accounts” under Section 8-501(a) of the UCC.


 


(v)         This
Indenture creates a valid and continuing security interest (as defined in Section 1 - 201(37) of the UCC) in such
Assets in favor of the Trustee, for the benefit and security of the Secured Parties, which security interest is prior to all other
liens, claims and encumbrances (except as permitted otherwise herein), and is enforceable as such against creditors of and purchasers
from the Issuer.


 


(b)          The
Issuer hereby represents and warrants that, as of the Closing Date (which representations and warranties shall survive the execution
of this Indenture and be deemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), with respect
to Assets that constitute Instruments:


 


(i)          Either
(x) the Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate Financing
Statements in the proper office in the appropriate jurisdictions under applicable law in order to perfect the security interest
in the Instruments granted to the Trustee, for the benefit and security of the Secured Parties or (y) (A) all original
executed copies of each promissory note or mortgage note that constitutes or evidences the Instruments have been delivered to the
Trustee or the Issuer has received written acknowledgement from a custodian that such custodian is holding the mortgage notes or
promissory notes that constitute evidence of the Instruments solely on behalf of the Trustee and for the benefit of the Secured
Parties and (B) none of the Instruments that constitute or evidence the Assets has any marks or notations indicating that
they are pledged, assigned or otherwise conveyed to any Person other than the Trustee, for the benefit of the Secured Parties.


 


(ii)         The
Issuer has received all consents and approvals required by the terms of the Assets to the pledge hereunder to the Trustee of its
interest and rights in the Assets.


 


(c)          The
Issuer hereby represents and warrants that, as of the Closing Date (which representations and warranties shall survive the execution
of this Indenture and be deemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), with respect
to the Assets that constitute Security Entitlements:


 




    	 	-163-	 



     


    

 


(i)          All
of such Assets have been and will have been credited to one of the Accounts which are securities accounts within the meaning of
Section 8-501(a) of the UCC. The Securities Intermediary for each Account has agreed to treat all assets credited to
such Accounts as “financial assets” within the meaning of Section 8-102(a)(9) the UCC.


 


(ii)         The
Issuer has received all consents and approvals required by the terms of the Assets to the pledge hereunder to the Trustee of its
interest and rights in the Assets.


 


(iii)        (x) The
Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate Financing Statements
in the proper office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to
the Trustee, for the benefit and security of the Secured Parties, hereunder and (y) (A) the Issuer has delivered to the
Trustee a fully executed Securities Account Control Agreement pursuant to which the Custodian has agreed to comply with all instructions
originated by the Trustee relating to the Accounts without further consent by the Issuer or (B) the Issuer has taken all steps
necessary to cause the Custodian to identify in its records the Trustee as the Person having a security entitlement against the
Custodian in each of the Accounts.


 


(iv)        The
Accounts are not in the name of any Person other than the Issuer or the Trustee. The Issuer has not consented to the Custodian
to comply with the entitlement order (as defined in Section 8-102(a)(8) of the UCC) of any Person other than the Trustee (and the
Issuer prior to a notice of exclusive control being provided by the Trustee).


 


(d)          The
Issuer hereby represents and warrants that, as of the Closing Date (which representations and warranties shall survive the execution
of this Indenture and be deemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), with respect
to Assets that constitute general intangibles:


 


(i)          The
Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate Financing Statements
in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in
the Assets granted to the Trustee, for the benefit and security of the Secured Parties, hereunder.


 


(ii)         The
Issuer has received, or will receive, all consents and approvals required by the terms of the Assets to the pledge hereunder to
the Trustee of its interest and rights in the Assets.


 


(e)          The
Issuer agrees to notify the Collateral Manager and each Rating Agency promptly if it becomes aware of the breach of any of the
representations and warranties contained in this Section 7.19 and shall not, without satisfaction of the S&P
Rating Condition, waive any of the representations and warranties in this Section 7.19 or any breach thereof.


 




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ARTICLE
VIII



Supplemental Indentures


 


Section 8.1           Supplemental
Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Notes (except as may be expressly
required below) but with the written consent of the Collateral Manager, at any time and from time to time subject to Section 8.3
and without an Opinion of Counsel being provided to the Issuer or the Trustee as to whether any Class of Notes would be materially
and adversely affected thereby, the Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, for any of the following purposes:


 


(i)          to
evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the
Issuer herein and in the Notes;


 


(ii)         to
add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein
conferred upon the Issuer;


 


(iii)        to
convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions
on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes;


 


(iv)        to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions
of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Sections 6.9, 6.10 and 6.12 hereof;


 


(v)         to
correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey
and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without
limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or
otherwise) or to subject to the lien of this Indenture any additional property;


 


(vi)        to
modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable
law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under
the Securities Act or the 1940 Act or otherwise comply with any applicable securities law;


 




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(vii)       to
remove restrictions on resale and transfer of Notes to the extent not required under clause (vi) above;


 


(viii)      to
make such changes (including the removal and appointment of any listing agent) as shall be necessary or advisable in order for
the Secured Notes to be or remain listed on an exchange, including the Irish Stock Exchange;


 


(ix)         to
correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided
that, notwithstanding anything herein to the contrary and without regard to any other consent requirement specified herein, any
supplemental indenture to be entered into pursuant to this clause (ix) may also provide for any corrective measures or ancillary
amendments to the Indenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date;


 


(x)          to
conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the
contrary and without regard to any other consent requirement specified herein, any supplemental indenture to be entered into pursuant
to this clause (x) may also provide for any corrective measures or ancillary amendments to the Indenture to give effect to such
supplemental indenture as if it had been effective as of the Closing Date;


 


(xi)         to
take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject
to (or to otherwise reduce) withholding or other taxes, fees or assessments;


 


(xii)        (A)
with the consent or at the direction of a Supermajority of the Subordinated Notes (and, in the case of an additional issuance of
Secured Notes (other than in connection with a Risk Retention Issuance), a Majority of the Controlling Class), to permit the Issuer
to issue Additional Notes of any one or more existing Classes of Notes; or (B) with the consent or at the direction of a Majority
of the Subordinated Notes to permit the Issuer (1) to issue a replacement loan or securities or other indebtedness in connection
with a Refinancing, including any modification necessary to (I) reflect the Refinancing of fixed rate Notes with floating rate
Secured Notes or vice versa, (II) establish a non-call period and, if applicable, prohibit future Refinancing and Re-Pricing of
any class of refinancing obligations or (III) in the case of a Refinancing of all Classes of Secured Notes (a) modify the Weighted
Average Life Test or (b) extend the Reinvestment Period, and to make such other changes as shall be necessary to facilitate a Refinancing
or (2) to make such changes as shall be necessary to facilitate the Issuer to effect a Re-Pricing;


 


(xiii)       to
modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act;


 




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(xiv)      to
accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise;


 


(xv)       to
take any action necessary or advisable to prevent the Issuer or the pool of Assets from being required to register under the 1940
Act, or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements
for financial reporting purposes (provided that no Holders are materially adversely affected thereby);


 


(xvi)      to
reduce the permitted minimum denomination of the Secured Notes;


 


(xvii)     to
change the date on which reports are required to be delivered under this Indenture;


 


(xviii)    to
modify Section 3.3 or Section 7.19 to conform with applicable law;


 


(xix)       with
the consent of a Majority of the Controlling Class, to evidence any waiver or elimination by any Rating Agency of any requirement
or condition of such Rating Agency set forth herein;


 


(xx)        with
the consent of a Majority of the Controlling Class, to conform to ratings criteria and other guidelines (including, without limitation,
any alternative methodology published by either of the Rating Agencies) relating to collateral debt obligations in general published
by either of the Rating Agencies;


 


(xxi)       with
the consent of a Majority of the Controlling Class, to modify any defined term in Section 1.1 or any Schedule to this Indenture
that begins with or includes the word “Fitch” or “S&P” (other than the defined terms “Global
Rating Agency Condition” and “S&P Rating Condition”);


 


(xxii)      to
change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required
pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have
a license;


 


(xxiii)     to
amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies
of the United States federal government, Relevant Member State of the European Economic Area, stock exchange authority, listing
agent, transfer agent or additional registrar after the Closing Date that are applicable to the Notes; provided that, other
than in connection with an amendment solely to comply with the U.S. Risk Retention Rules to permit a Refinancing, if a Majority
of any Class of Notes notifies the Trustee in accordance with this Indenture that such supplemental indenture materially and adversely
affects such Holders, the Trustee shall not execute any such supplemental indenture without the consent of a Majority of such Class
of Notes;


 




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(xxiv)    to
amend, modify or otherwise change the provisions of this Indenture so that (A) the Issuer is not a “covered fund” under
the Volcker Rule, (B) the Secured Notes are not considered to constitute “ownership interests” under the Volcker Rule
or (C) ownership of the Secured Notes will otherwise be exempt from the Volcker Rule; provided that the consent to such
supplemental indenture has been obtained from a Supermajority of the Section 13 Banking Entities (voting as a single class);


 


(xxv)     with
the consent of a Majority of the Controlling Class, to modify the definition of “Credit Improved Obligation” or “Credit
Risk Obligation” in a manner not materially adverse to any holders of any Class of Notes as evidenced by an Officer’s
certificate of the Collateral Manager to the effect that such modification would not be materially adverse to the holder of any
Class of Notes;


 


(xxvi)    to
permit the Issuer to enter into any additional agreements not expressly prohibited by this Indenture as well as any amendment,
modification or waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would
not, upon or after becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes;
provided that (A) any such additional agreement shall include customary limited recourse and non-petition provisions; (B)
the consent to such supplemental indenture has been obtained from a Majority of the Controlling Class and (C) the Trustee receives
an opinion of counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely
affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates
and other documents necessary or advisable in the judgment of counsel delivering the opinion);


 


(xxvii)   with
the consent of a Majority of the Controlling Class, to modify (A) the Collateral Quality Tests or the definitions related thereto,
(B) any of the Investment Criteria, (C) the requirements regarding the Issuer (or the Collateral Manager on the Issuer’s
behalf) voting in favor of a Maturity Amendment or (D) the Coverage Tests or the definitions related thereto or the calculation
thereof, so long as the Collateral Manager certifies that no Class of Secured Notes (other than the Controlling Class) would be
materially and adversely affected thereby;


 


(xxviii)    with
the consent of a Majority of the Controlling Class, to modify any provision to facilitate an exchange of one obligation for another
obligation of the same Obligor that has substantially identical terms except transfer restrictions, including to effect any serial
designation relating to the exchange; provided that no such supplemental indenture shall be required to facilitate any exchange
of one obligation for another obligation in accordance with Article XII hereof;


 


(xxix)      with
the consent of a Majority of the Controlling Class, to modify or amend any component of the Concentration Limitations and the definitions
related thereto which affect the calculation thereof so long as the Collateral Manager certifies that no Class of Secured Notes
would be materially and adversely affected thereby and the Global Rating Agency Condition is satisfied;


 




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(xxx)      to
make any necessary or advisable changes (in the reasonable judgment of the Collateral Manager) to the Indenture in connection with
the adoption of an Alternative Rate; or


 


(xxxi)     to
make any modification determined by the Collateral Manager necessary or advisable to comply with U.S. Risk Retention Rules, including
(without limitation) in connection with a Refinancing, Optional Redemption, Re-Pricing, additional issuance of Notes or material
amendment to any of the Transaction Documents.


 


Section 8.2           Supplemental
Indentures With Consent of Holders of Notes. Subject to the provisions of Section 8.1 and the provisions in this Section
8.2, with the consent of a Majority of the Secured Notes of each Class materially and adversely affected thereby, if any, and
if the Subordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes, the Trustee and
the Issuer may execute one or more supplemental indentures to add provisions to, or change in any manner or eliminate any provisions
of, this Indenture or modify in any manner the rights of the Holders of the Notes of any Class under this Indenture; provided
that without the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby, no such
supplemental indenture described above may:


 


(i)          change
the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Note, reduce the principal
amount thereof or the rate of interest thereon, other than in connection with a Re-Pricing or in connection with the adoption of
an Alternative Rate, or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note,
or change the earliest date on which Notes of any Class may be redeemed, change the provisions of this Indenture relating to the
application of proceeds of any Assets to the payment of principal of or interest on the Secured Notes or distributions on the Subordinated
Notes or change any place where, or the coin or currency in which, Notes or the principal thereof or interest or any distribution
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the applicable Redemption Date);


 


(ii)         reduce
the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of
any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder
or their consequences provided for herein;


 


(iii)        impair
or adversely affect the Assets except as otherwise permitted herein;


 




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(iv)        except
as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the
Holder of any Secured Note of the security afforded by the lien of this Indenture;


 


(v)         reduce
the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Notes whose consent is required to request
the Trustee to preserve the Assets or rescind the Trustee’s election to preserve the Assets pursuant to Section 5.5 or
to sell or liquidate the Assets pursuant to Section 5.4 or 5.5;


 


(vi)        modify
any of the provisions of (x) this Section 8.2, except to increase the percentage of Outstanding Class A Notes,
Class B Notes, Class C-1 Notes, the Class C-2 Notes, Class D Notes or Subordinated Notes the consent of the Holders of which is
required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Class A Note Outstanding, Class B Note Outstanding, Class C-1 Note Outstanding, Class C-2
Note Outstanding, Class D Note Outstanding or Subordinated Note Outstanding and affected thereby or (y) Section 8.1
or Section 8.3;


 


(vii)       modify
the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); or


 


(viii)      modify
any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest
or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, or to affect the rights of
the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein.


 


Notwithstanding anything
herein to the contrary, and solely for purposes related to any holder consent required with respect to any proposed supplemental
indenture pursuant to Sections 8.1 and 8.2, a holder shall be deemed to have provided consent to any amendment or
modification undertaken pursuant to such section if such holder affirmatively provides written consent.


 


Notwithstanding any
other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class
of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance
with this Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required
with respect to such supplemental indenture.


 


Section 8.3           Execution
of Supplemental Indentures. (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture
unless it has consented thereto in accordance with this Article VIII. No amendment to this Indenture will be effective against
the Collateral Administrator if such amendment would adversely affect the Collateral Administrator, including, without limitation,
any amendment or supplement that would increase the duties or liabilities of, or adversely change the economic consequences to,
the Collateral Administrator, unless the Collateral Administrator otherwise consents in writing.


 




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(b)          Notwithstanding
anything to the contrary in Section 8.3(g) below, in the case of any supplemental indenture described in Section 8.1(a)(viii),
any supplemental indenture described in Section 8.1(a)(xii)(A) in relation to an additional issuance of Subordinated Notes
only, any supplemental indenture described in Section 8.1(a)(xii)(B)(1) effecting a Refinancing or any supplemental indenture
to which the Holders of each Outstanding Note of each Class have provided their consent, (i) such supplemental indenture shall
not be subject to the satisfaction of the Global Rating Agency Condition, (ii) except in the case of a supplemental indenture described
in Section 8.1(a)(xii)(B)(1) effecting a Refinancing, the Trustee shall not be required to provide notice of such supplemental
indenture to any Rating Agency and (iii) the Trustee shall not be required to request written confirmation from any Rating Agency
that the Global Rating Agency Condition has been satisfied. Notwithstanding the foregoing, the Trustee shall subsequently provide
to S&P a copy of any supplemental indenture described in the immediately preceding sentence.


 


(c)          Notwithstanding
anything herein to the contrary, no supplemental indenture, or other modification or amendment of the Indenture, may become effective
without the consent of the holders of each Note of each Outstanding Class unless such supplemental indenture or other modification
or amendment would not, in the reasonable judgment of the Issuer in consultation with legal counsel experienced in such matters,
as certified by the Issuer to the Trustee (upon which certification the Trustee may conclusively rely), (i) result in the Issuer
being treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purpose or
otherwise subject to U.S. federal income tax on a net basis or (ii) have a material adverse effect on the U.S. tax treatment of
the Issuer or the U.S. tax consequences to the holder of any Class of Notes outstanding at the time of such supplemental indenture
or other modification or amendment thereto.


 


(d)          
The Trustee may conclusively rely on an Opinion of Counsel (which may be supported as to factual (including financial and capital
markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering
the opinion) or a Responsible Officer’s certificate of the Collateral Manager as to whether the interests of any holder of
Notes would be materially and adversely affected by the modifications set forth in any supplemental indenture, it being expressly
understood and agreed that the Trustee shall have no obligation to make any determination as to the satisfaction of the requirements
related to any supplemental indenture which may form the basis of such Opinion of Counsel or such Responsible Officer’s certificate;
provided that if a Majority of the holders of the Class A Notes has provided written notice to the Trustee at least one
Business Day prior to the execution of such supplemental indenture that such Class would be materially and adversely affected thereby,
the Trustee shall not be entitled to rely on an opinion of counsel or a Responsible Officer’s certificate of the Collateral
Manager as to whether or not the Holders of such Class would be materially and adversely affected by such supplemental indenture
and shall not enter into such supplemental indenture without the consent of a Majority (or Supermajority or each Holder, as applicable)
of such Class. Such determination by such Class as to whether the interests of any Holder have been materially and adversely affected
shall be conclusive and binding on all present and future Holders. The Trustee shall not be liable for any determination made in
good faith and in reliance upon an Opinion of Counsel or such a Responsible Officer’s certificate delivered to the Trustee
as described herein.


 




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(e)          The
Trustee shall join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects
the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.


 


(f)           In
executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the
modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections
6.1 and 6.3) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee
shall not be liable for any reliance made in good faith upon such an Opinion of Counsel. Such determination shall, in each case,
be conclusive and binding on all present and future Holders and beneficial owners.


 


(g)          At
the cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than 10 days prior to the execution of any
proposed supplemental indenture pursuant to Section 8.1 and not later than 7 days prior to the execution of any proposed
supplemental indenture pursuant to Section 8.2, the Trustee shall deliver to the Collateral Manager, the Collateral
Administrator and the Noteholders a copy of such proposed supplemental indenture; provided that, for any party entitled
to receive notice, this provision will be deemed satisfied (1) upon the written waiver of such party to receipt of such notice
and (2) in the case of the holders, the simultaneous payment in full of the Notes held by such holders pursuant to the proposed
supplemental indenture. At the cost of the Issuer, for so long as any Class of Secured Notes shall remain Outstanding and such
Class is rated by a Rating Agency, the Trustee shall provide to such Rating Agency a copy of any proposed supplemental indenture
at least 7 days prior to the execution thereof by the Trustee (unless such period is waived by the applicable Rating Agency). Following
such deliveries by the Trustee, if any changes are made to such proposed supplemental indenture other than to correct typographical
errors or to adjust formatting, then at the cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than
3 days prior to the execution of such proposed supplemental indenture (provided that the execution of such proposed supplemental
indenture shall not in any case occur earlier than the date 10 days or 7 days, as applicable, after the initial distribution of
such proposed supplemental indenture pursuant to the first sentence of this Section 8.3(g)), the Trustee shall deliver to
the Collateral Manager, the Collateral Administrator, the Noteholders and the Rating Agencies a copy of such supplemental indenture
as revised, indicating the changes that were made. Any failure of the Trustee to publish or deliver such notices, or any defect
therein, shall not in any way impair or affect the validity of any such supplemental indenture. In the case of a supplemental indenture
to be entered into pursuant to Section 8.1(a)(xii)(B), the foregoing notice periods shall not apply and a copy of the proposed
supplemental indenture shall be included in the notice of Optional Redemption given to each holder of Secured Notes under Section
9.2; and, upon execution of the supplemental indenture, at the cost of the Issuer, a copy thereof shall be delivered to each
Rating Agency and each Holder of Notes.


 




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(h)          It
shall not be necessary for any Act of the Holders to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient, if the consent of any Holders to such proposed supplemental indenture is required, that such Act shall approve
the substance thereof.


 


(i)          At
any time during or after the Reinvestment Period, at the written direction of any Holder or Holders of Subordinated Notes, substantially
in the form of Exhibit F (solely for Contributions of Cash or Eligible Investments), but without any amendment to the Indenture,
satisfaction of the Global Rating Agency Condition or the consent of any other holder of Notes (i) such Holder may make a Contribution
of Cash, Eligible Investments or Collateral Obligations or (ii) solely with respect to Holders of Certificated Subordinated Notes,
such Holder may designate (prior to the Determination Date) all or a specified portion of amounts that would otherwise be distributed
on such Payment Date to such Holder or Holders of Subordinated Notes be retained by the Trustee in the Supplemental Reserve Account
as a Contribution and be available for reinvestment in additional Collateral Obligations and other Permitted Uses as directed by
the applicable Contributor, so long as the Collateral Manager consents to such Permitted Use(s) (or, if no direction is given by
the Contributor, at the Collateral Manager’s reasonable discretion).


 


(j)           Notwithstanding
anything herein to the contrary, without the prior written consent of a Supermajority of the Section 13 Banking Entities (voting
as a single class), no supplemental indenture, or other modification or amendment of this Indenture shall modify any of (i) the
definitions of “Assets,” “Collateral Obligations,” “Eligible Investments,” “Participation
Interest,” or “Section 13 Banking Entity,” or (ii) the criteria required to enter into a hedge agreement.


 


Section 8.4           Effect
of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article VIII, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Notes theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 8.5           Reference
in Notes to Supplemental Indentures. Notes authenticated and delivered as part of a transfer, exchange or replacement pursuant
to Article II of Notes originally issued hereunder after the execution of any supplemental indenture pursuant to this
Article VIII may, and if required by the Issuer shall, bear a notice as to any matter provided for in such supplemental
indenture. If the Issuer shall so determine, new Notes, so modified as to conform in the opinion of the Issuer to any such supplemental
indenture, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding
Notes.


 




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Section 8.6           Hedge
Agreements. The Issuer and the Trustee shall not enter into any supplemental indenture that permits the Issuer to enter into
a hedge agreement unless the Global Rating Agency Condition is satisfied with respect thereto and the Issuer obtains (a) a certification
from the Collateral Manager that (i) the written terms of the derivative directly relate to the Collateral Obligations and the
Notes and (ii) such derivative reduces the interest rate and/or foreign exchange risks related to the Collateral Obligations and
the Notes, (b) written advice of counsel that such hedge agreement will not cause any Person to be required to register as a “commodity
pool operator” (within the meaning of the Commodity Exchange Act) with the Commodity Futures Trading Commission in connection
with the Issuer and (c) the consent of a Majority of the Controlling Class. The Issuer shall provide Fitch with written notice
of any supplemental indenture that permits the Issuer to enter into a hedge agreement, and the Issuer shall only enter into such
hedge agreement with a counterparty that has the minimum ratings required by Fitch at the time the Issuer enters into such hedge
agreement, unless Fitch provides written confirmation that such counterparty is not required to have such minimum ratings.


 


ARTICLE
IX



Redemption Of Notes


 


Section 9.1           Mandatory
Redemption. If a Coverage Test is not met on any Determination Date on which such Coverage Test is applicable, the Issuer shall
apply available amounts in the Payment Account to make payments on the Secured Notes pursuant to the Priority of Payments.


 


Section 9.2           Optional
Redemption. (a) The Secured Notes shall be redeemable by the Issuer at the written direction of a Majority of the Subordinated
Notes (and in the case of a Refinancing, with the consent of the Collateral Manager and the U.S. Retention Provider) as follows:
(i) the Secured Notes shall be redeemed in whole in order of seniority (with respect to all Classes of Secured Notes) but
not in part on any Business Day after the end of the Non-Call Period from Sale Proceeds, Contributions of Cash and/or Refinancing
Proceeds or (ii) the Secured Notes shall be redeemed in part by Class from Refinancing Proceeds, Contributions of Cash and/or
Partial Refinancing Interest Proceeds on any Business Day after the end of the Non-Call Period as long as the Class of Secured
Notes to be redeemed represents not less than the entire Class of such Secured Notes. In connection with any such redemption, the
Secured Notes shall be redeemed at the applicable Redemption Prices and a Majority of Subordinated Notes must provide the above
described written direction (and the Collateral Manager and the U.S. Retention Provider must provide the above described consent
in the case of a Refinancing) to the Issuer and the Trustee not later than 10 days (or such shorter period of time as the Trustee
and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made; provided
that all Secured Notes to be redeemed must be redeemed simultaneously.


 




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(b)          Upon
receipt of a notice of any redemption of Secured Notes in whole pursuant to Section 9.2(a)(i), the Collateral Manager in
its sole discretion shall direct the sale (and the manner thereof) of all or part of the Collateral Obligations and other Assets
such that the proceeds from such sale and all other funds available for such purpose in the Collection Account and the Payment
Account will be at least sufficient to pay the Redemption Prices of the Secured Notes to be redeemed and to pay all Administrative
Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees due and payable under the Priority
of Payments. If such proceeds of such sale and all other funds available for such purpose in the Collection Account and the Payment
Account would not be sufficient to redeem all Secured Notes and to pay such fees and expenses, the Secured Notes may not be redeemed.
The Collateral Manager, in its sole discretion, may effect the sale of all or any part of the Collateral Obligations or other Assets
through the direct sale of such Collateral Obligations or other Assets or by participation, merger or other arrangement.


 


(c)          The
Subordinated Notes may be redeemed, for the relevant Redemption Price, on any Business Day on or after the redemption (including
in connection with a Refinancing of all Classes of Secured Notes) or repayment of all of the Secured Notes, at the written direction
of a Majority of the Subordinated Notes delivered to the Trustee and the Collateral Manager on behalf of the Issuer at least five
Business Days prior to the designated Business Day on which the Subordinated Notes are to be redeemed (which direction may be given
in connection with a direction to redeem the Secured Notes or at any time after the Secured Notes have been redeemed or repaid
in full).


 


(d)          In
addition to (or in lieu of) a sale of Collateral Obligations and/or Eligible Investments in the manner provided in Section 9.2(b),
the Secured Notes may be redeemed on any Business Day after the expiration of the Non-Call Period in whole from Refinancing Proceeds,
Contributions of Cash and/or Sale Proceeds or in part by Class from Refinancing Proceeds, Contributions of Cash and/or Partial
Refinancing Interest Proceeds as provided in Section 9.2(a)(ii) by a Refinancing; provided that the terms of
such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof must be acceptable to the Collateral
Manager, the U.S. Retention Provider and a Majority of the Subordinated Notes and such Refinancing otherwise satisfies the conditions
described below.


 


(e)          In
the case of a Refinancing upon a redemption of the Secured Notes in whole but not in part pursuant to Section 9.2(a)(i),
such Refinancing will be effective only if (i) the Refinancing Proceeds, any amounts in the Supplemental Reserve Account,
all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as
determined by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that are otherwise payable
pursuant to Section 11.1(a)(i)(M), all Sale Proceeds, if any, from the sale of Collateral Obligations and Eligible Investments
in accordance with the procedures set forth herein, Contributions of Cash and all other available funds will be at least sufficient
to redeem simultaneously the Secured Notes then required to be redeemed, in whole but not in part (subject to any election to receive
less than 100% of Redemption Price as noted below), and to pay all accrued and unpaid Administrative Expenses (regardless of the
Administrative Expense Cap), including, without limitation, the reasonable fees, costs, charges and expenses incurred by the Trustee
and the Collateral Administrator (including reasonable attorneys’ fees and expenses) in connection with such Refinancing,
(ii) the Refinancing Proceeds, any amounts in the Supplemental Reserve Account, all or a specified (as directed by Holders
of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral
Manager on behalf of the Issuer) portion of Interest Proceeds that is otherwise payable pursuant to Section 11.1(a)(i)(M),
all Sale Proceeds, if any, Contributions of Cash and other available funds are used (to the extent necessary) to make such redemption,
(iii) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis
mutandis) to those contained in Section 13.1(b) and Section 2.7(i) and (iv) the Collateral Manager and the
U.S. Retention Provider each consents to such Refinancing.


 




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(f)           In
the case of a Refinancing upon a redemption of the Secured Notes in part by Class pursuant to Section 9.2(a)(ii), such Refinancing
will be effective only if: (i) the Global Rating Agency Condition is satisfied with respect to each Junior Class to the Class(es)
being refinanced, (ii) the Refinancing Proceeds, the Partial Refinancing Interest Proceeds, Contributions of Cash, any amounts
in the Supplemental Reserve Account and all or a specified (as directed by Holders of Certificated Subordinated Notes entitled
to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of
Interest Proceeds that are otherwise payable pursuant to Section 11.1(a)(i)(M) will be at least sufficient to pay in full
the aggregate Redemption Prices of the entire Class or Classes of Secured Notes subject to Refinancing, (iii) the Refinancing Proceeds,
the Partial Refinancing Interest Proceeds, Contributions of Cash, any amounts in the Supplemental Reserve Account and all or a
specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined
by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that is otherwise payable pursuant
to Section 11.1(a)(i)(M) are used (to the extent necessary) to make such redemption, (iv) the agreements relating to the
Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section
13.1(b) and Section 2.7(i), (v) the aggregate principal amount of any obligations providing the Refinancing is equal
to the aggregate principal amount of the Secured Notes being redeemed with the proceeds of such obligations plus an amount
equal to the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing, (vi) the stated maturity
of each class of obligations providing the Refinancing is no earlier than the corresponding Stated Maturity of each Class of Secured
Notes being refinanced, (vii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have
been paid or will be adequately provided for from the Refinancing Proceeds (except for expenses owed to Persons that the Collateral
Manager informs the Trustee will be paid solely as Administrative Expenses payable in accordance with this Indenture; provided
that any such fees and expenses due to the Trustee and determined by the Collateral Manager to be paid in accordance with the Priority
of Payments shall not be subject to the Administrative Expense Cap), (viii) (x) the obligations providing the Refinancing shall
have the same or lower interest rate as the Class or Classes of Notes subject to such Refinancing (measured as of the date of such
Refinancing) or (y) the weighted average interest rate of the obligations providing the Refinancing does not exceed the weighted
average interest rate of the Class or Classes of Notes subject to such Refinancing (measured as of the date of such Refinancing),
(ix) the obligations providing the Refinancing are subject to the Priority of Payments and do not rank higher in priority pursuant
to the Priority of Payments than the Class of Secured Notes being refinanced, (x) the voting rights, consent rights, redemption
rights and all other rights of the obligations providing the Refinancing are the same as the rights of the corresponding Class
of Secured Notes being refinanced (except that, at the Issuer’s election, the earliest date, if any, on which the obligations
providing the Refinancing may be redeemed at the option of the Issuer may be different than the earliest date on which the Secured
Notes redeemed in connection with such Refinancing were subject to redemption at the option of the Issuer), (xi) the Collateral
Manager and the U.S. Retention Provider each consents to such Refinancing, (xii) the Issuer has received written advice from Dechert
LLP or an opinion of counsel of nationally recognized standing that (A) such Refinancing will not result in the Issuer being treated
as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (B) such Refinancing will not
result in the Issuer being subject to U.S. federal income tax on a net basis and (xiii) the Issuer (or the Collateral Manager on
behalf of the Issuer) has provided an Officer’s certificate to the Trustee certifying that the conditions to such Refinancing
have been satisfied.


 




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(g)          The
Holders of the Subordinated Notes will not have any cause of action against the Issuer, the Collateral Manager, the Collateral
Administrator or the Trustee for any failure to obtain a Refinancing. If a Refinancing is obtained meeting the requirements specified
above as certified by the Collateral Manager, the Issuer and the Trustee (at the direction of the Issuer) shall amend this Indenture
to the extent necessary to reflect the terms of the Refinancing and no further consent for such amendments shall be required from
the Holders of Notes other than a Majority of the Subordinated Notes directing the redemption. The Trustee shall not be obligated
to enter into any amendment that, in its view, adversely affects its duties, obligations, liabilities or protections hereunder,
and the Trustee shall be entitled to conclusively rely upon an Opinion of Counsel as to matters of law (which may be supported
as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable
in the judgment of counsel delivering such Opinion of Counsel) provided by the Issuer to the effect that such amendment meets the
requirements specified above and is permitted under this Indenture (except that such officer or counsel shall have no obligation
to certify or opine as to the sufficiency of the Refinancing Proceeds, or the sufficiency of the Accountants’ Report).


 


(h)          In
the event of any redemption pursuant to this Section 9.2, the Issuer shall, at least 10 days (in the case of an Optional
Redemption of the Secured Notes) (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable)
or 5 Business Days (in the case of an Optional Redemption of the Subordinated Notes) (or such shorter period of time as the Trustee
and the Collateral Manager find reasonably acceptable) prior to the Redemption Date, notify the Trustee in writing of such Redemption
Date, the applicable Record Date, the principal amount of Notes to be redeemed on such Redemption Date and the applicable Redemption
Price (which Redemption Price shall be the Redemption Price to be paid in the event no Redemption Distribution Date occurs and
which may be decreased as a result of payments on Redemption Distribution Dates to the extent that such payment reduces the amount
of interest that accrues on one or more Classes of Notes); provided that failure to effect any Optional Redemption which
is withdrawn by the Issuer in accordance with this Indenture or with respect to which a Refinancing fails to occur shall not constitute
an Event of Default.


 




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(i)           In
connection with any Optional Redemption of the Secured Notes in whole, Holders of 100% of the Aggregate Outstanding Amount of any
Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders
of such Class of Secured Notes.


 


(j)           In
connection with an Optional Redemption of all Classes of Secured Notes, a Majority of the Subordinated Notes may, at any time following
the date on which a notice of redemption is distributed to Holders of Notes pursuant to Section 9.4(a) hereof, direct the
Issuer (who shall give written notice to the Trustee no less than 4 Business Days prior to such date) to distribute amounts on
deposit in the Collection Account to pay a portion of the Redemption Price pursuant to the Priority of Payments on one or more
Business Days prior to the Redemption Date (any such date a “Redemption Distribution Date”). The Collateral
Manager may elect (by direction to the Trustee not later than three Business Days prior to the related Redemption Direction Date)
to distribute Interest Proceeds, Principal Proceeds or both on such Redemption Distribution Date pursuant to the applicable Priority
of Payments. Notwithstanding anything herein to the contrary, in connection with electing to make any payments on a Redemption
Distribution Date that is not a Payment Date, the Collateral Manager shall be entitled to direct that only Principal Proceeds be
applied on such Redemption Distribution Date, and in such event such amounts shall, at the direction of the Collateral Manager,
be applied pursuant to the Priority of Payments set forth in Section 11.1(a)(ii) to the payment of principal in respect of the
Aggregate Outstanding Amount of Notes without regard to clauses (A) through (G) of Section 11.1(a)(ii), in each case to the extent
that the Collateral Manager has reasonably determined that sufficient amounts will be available on the Redemption Date to pay the
amounts set forth in such clauses (A) through (G). To the extent the Collateral Manager does not elect to distribute amounts on
any such Redemption Distribution Date pursuant to Section 11.1(a)(i), holders of Notes (other than the Class A Notes) shall not
be entitled to receive any amounts on account of accrued and unpaid interest on such date, and such amounts in respect of accrued
and unpaid interest through such Redemption Distribution Date shall be payable on the Redemption Date (without the payment of any
interest on such unpaid accrued interest); provided, that in connection with any payment of Principal Proceeds to the holders
of the Class A Notes on a Redemption Distribution Date, such holders shall on such date also receive a distribution of Interest
Proceeds in accordance with this clause (j) in an amount equal to any accrued and unpaid interest through such Redemption Distribution
Date on such repaid Class A Notes. The Trustee shall have no liability for making any distributions on a Redemption Distribution
Date at the direction of the Collateral Manager.


 


Section 9.3           Tax
Redemption. (a) The Notes shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax
Redemption”) at their applicable Redemption Prices at the written direction (delivered to the Trustee) of (x) a Majority
of any Affected Class or (y) a Majority of the Subordinated Notes, in either case following the occurrence and continuation of
a Tax Event.


 




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(b)          In
connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect
to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes.


 


(c)          Upon
its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the
Holders and each Rating Agency thereof.


 


(d)          If
an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly
notify the Issuer, the Collateral Administrator and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly
notify the Holders of the Notes and each Rating Agency thereof


 


Section 9.4           Redemption
Procedures. (a) In the event of any redemption pursuant to Section 9.2, the written direction of a Majority of
the Subordinated Notes (and in the case of a Refinancing, the consent of the Collateral Manager and the U.S. Retention Provider)
shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 10 days (or such shorter period of time
as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to
be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or
9.3, a notice of redemption shall be given by the Trustee by overnight delivery service (or through the applicable procedures
of DTC), postage prepaid, mailed not later than 4 Business Days prior to the applicable Redemption Date, to each Holder of Notes,
at such Holder’s address in the Register.


 


(b)          All
notices of redemption delivered pursuant to Section 9.4(a) shall state:


 


(i)          the
applicable Redemption Date;


 


(ii)         the
Redemption Prices of the Notes to be redeemed;


 


(iii)        all
of the Secured Notes that are to be redeemed are to be redeemed in full and that interest on such Secured Notes shall cease to
accrue on the Business Day specified in the notice;


 


(iv)        the
place or places where Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of
the Issuer to be maintained as provided in Section 7.2; and


 


(v)         if
all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if
so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be
the office or agency of the Issuer to be maintained as provided in Section 7.2.


 




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(c)          The
Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.2 up to the Business Day prior to
the proposed Redemption Date by written notice to the Trustee. The Issuer shall provide Fitch notice of any withdrawal.


 


(d)          Notice
of redemption pursuant to Section 9.2 or 9.3 shall be given by the Issuer or, upon an Issuer Order, by the Trustee
in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any
Note selected for redemption shall not impair or affect the validity of the redemption of any other Notes.


 


(e)          Unless
Refinancing Proceeds are being used to redeem the Secured Notes in whole or in part, in the event of any redemption pursuant to
Section 9.2 or 9.3, no Secured Notes may be optionally redeemed unless (i) at least five Business Days
before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in a form reasonably
satisfactory to the Trustee (which may be in the form of a certificate of a Responsible Officer of the Collateral Manager), that
the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution
or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of
a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are
rated, at least “A-1” by S&P to purchase (directly or by participation, merger or other arrangement), not later
than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets
at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof
at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of the Administrative Expense
Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case,
as applicable and in accordance with the Priority of Payments, and redeem the applicable Class of Notes on the scheduled Redemption
Date (and after giving effect to payment on any applicable Redemption Distribution Dates) at the applicable Redemption Prices (or,
such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less
than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling
any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment,
the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) the Market Value of each Collateral
Obligation is expected to exceed the sum of (x) the aggregate Redemption Prices (or in the case of any Class of Secured Notes,
such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less
than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class) of the applicable Class of Secured
Notes and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management
Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with
the Priority of Payments (after giving effect to payments on any Redemption Distribution Date). Any certification delivered by
the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds
from, the sale (directly or by participation, merger or other arrangement) of any Collateral Obligations and/or Eligible Investments
and (2) all calculations required by this Section 9.4(e). Any holder of Notes, the Collateral Manager or any of
their Affiliates or accounts managed thereby or by their respective Affiliates shall have the right, subject to the same terms
and conditions afforded to other bidders, to bid on Assets to be sold as part of an Optional Redemption or Tax Redemption.


 




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(f)           If
a Class or Classes of Secured Notes is redeemed in connection with a Refinancing in part by Class, Refinancing Proceeds, together
with Partial Refinancing Interest Proceeds, and/or Contributions of Cash, shall be used to pay the Redemption Price(s) of such
Class or Classes of Secured Notes without regard to the Priority of Payments.


 


Section 9.5           Notes
Payable on Redemption Date. (a) Notice of redemption pursuant to Section 9.4 having been given as aforesaid,
the Notes to be redeemed shall, on the Redemption Date, subject to Section 9.4(e) and the Issuer’s right
to withdraw any notice of redemption pursuant to Section 9.4(c), become due and payable at the Redemption Prices therein
specified, and from and after the Redemption Date (unless the Issuer shall default in the payment of the Redemption Prices and
accrued interest) all such Notes that are Secured Notes shall cease to bear interest on the Redemption Date. Upon final payment
on a Note to be so redeemed, the Holder shall present and surrender such Note at the place specified in the notice of redemption
on or prior to such Redemption Date; provided that if there is delivered to the Issuer and the Trustee such security or
indemnity as may be required by them to save such party harmless and an undertaking thereafter to surrender such Note, then, in
the absence of notice to the Issuer or the Trustee that the applicable Note has been acquired by a protected purchaser, such final
payment shall be made without presentation or surrender. Payments of interest on Secured Notes so to be redeemed which are payable
on or prior to the Redemption Date shall be payable to the Holders of such Secured Notes, or one or more predecessor Notes, registered
as such at the close of business on the relevant Record Date according to the terms and provisions of Section 2.7(e).


 


(b)          If
any Secured Note called for redemption shall not be paid upon surrender thereof for redemption, the principal thereof shall, until
paid, bear interest from the Redemption Date at the applicable Interest Rate for each successive Interest Accrual Period such Secured
Note remains Outstanding; provided that the reason for such non-payment is not the fault of such Noteholder.


 


Section 9.6           Special
Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any
Payment Date (i) during the Reinvestment Period, if the Collateral Manager at its sole discretion notifies the Trustee at least
five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 20 consecutive
Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole
discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all
or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after
the Effective Date unless the Effective Date Condition is satisfied, if the Collateral Manager notifies the Trustee that a redemption
is required pursuant to Section 7.18 in order to obtain from S&P written confirmation of its Initial Ratings
of the Secured Notes (in each case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment
Dates) identified by the Collateral Manager for the Special Redemption (in the case of a Special Redemption described in clause
(i) above) or Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (in
the case of a Special Redemption described in clause (ii) above) (any such initial date a “Special Redemption Date”),
the amount in the Collection Account representing as applicable either (1) Principal Proceeds which the Collateral Manager
has determined cannot be reinvested in additional Collateral Obligations or (2) Interest Proceeds and Principal Proceeds available
therefor in accordance with the Priority of Payments on each Payment Date until the Issuer obtains confirmation from S&P of
its Initial Ratings of the Secured Notes (such amount, a “Special Redemption Amount”) will be available to be
applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given
not less than (x) in the case of a Special Redemption described in clause (i) above, three Business Days prior to the applicable
Special Redemption Date and (y) in the case of a Special Redemption described in clause (ii) above, one Business Day prior to the
applicable Special Redemption Date, in each case by facsimile, email transmission or first class mail, postage prepaid, to each
Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register
and to each Rating Agency.


 




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Section 9.7           Issuer
Purchases of Secured Notes. Notwithstanding anything to the contrary in this Indenture, the Issuer may conduct purchases of
the Secured Notes, in whole or in part, in accordance with, and subject to, the terms and conditions of this Section 9.7.
Notwithstanding the provisions of Section 10.2 (or any other terms hereof to the contrary), amounts in the Principal
Collection Subaccount and/or the Supplemental Reserve Account may be disbursed for purchases of Secured Notes in accordance with
the provisions described in this Section 9.7. Upon written instruction by the Issuer, the Trustee shall cancel any
such purchased Secured Notes surrendered to it or, in the case of any Global Secured Notes, the Trustee shall decrease the aggregate
outstanding principal amount of such Global Secured Notes in its records by the full par amount of the purchased Secured Notes,
and instruct DTC or its nominee, as the case may be, to conform its records. In connection with any such cancellation of an interest
in a Global Secured Note, the Issuer (or other beneficial owner of such interest) shall reasonably cooperate with the Trustee in
connection with such cancellation, including without limitation, surrendering such interest and providing any necessary instructions
to DTC. The cancellation (and/or decrease, as applicable) of any such surrendered Secured Notes shall be taken into account for
purposes of all relevant calculations thereafter made pursuant to the terms of this Indenture.


 


No purchases of the
Secured Notes by the Issuer may occur unless each of the following conditions is satisfied:


 


(i)          the
Class A Notes have been retired in full;


 


(ii)         such
purchases of Secured Notes shall occur in the following sequential order of priority: first, the Class B Notes, until the Class
B Notes are retired in full; second, the Class C-1 Notes and the Class C-2 Notes, pro rata, based on Aggregate Outstanding
Amounts until the Class C-1 Notes and the Class C-2 Notes are retired in full; and third, the Class D Notes until the Class D Notes
are retired in full;


 




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(iii)        (A) each
such purchase of Secured Notes of any Class shall be made pursuant to an offer made to all Holders and beneficial owners of the
Secured Notes of such Class, by notice to such Holders and beneficial owners, which notice shall specify the purchase price (as
a percentage of par) at which such purchase will be effected, the maximum amount of Principal Proceeds that will be used to effect
such purchase and the length of the period during which such offer will be open for acceptance, (B) each such Holder or beneficial
owner of a Secured Note shall have the right, but not the obligation, to accept such offer in accordance with its terms and (C) if
the aggregate outstanding principal amount of Notes of the relevant Class held by the Holders or beneficial owners who accept such
offer exceeds the amount of Principal Proceeds specified in such offer, a portion of the Notes of each accepting Holder and beneficial
owner shall be purchased (subject to the minimum denominations and the applicable procedures of DTC) pro rata based on the
respective principal amount held by each such Holder or beneficial owner;


 


(iv)        each
such purchase shall be effected only at prices discounted from par;


 


(v)         each
such purchase of Secured Notes shall occur during the Reinvestment Period and shall be effected with Principal Proceeds;


 


(vi)        each
Coverage Test is satisfied immediately prior to each such purchase and will be satisfied, maintained or improved after giving effect
to such purchase;


 


(vii)       to
the extent that Sale Proceeds are used to consummate any such purchase, either (I) each requirement or test, as the case may
be, of the Concentration Limitations and the Collateral Quality Tests (except the S&P CDO Monitor Test) will be satisfied after
giving effect to such purchase or (II) if any such requirement or test was not satisfied immediately prior to such sale, such
requirement or test will be maintained or improved after giving effect to such purchase;


 


(viii)      no
Event of Default shall have occurred and be continuing;


 


(ix)        each
such purchase will otherwise be conducted in accordance with applicable law;


 


(x)          the
Trustee shall have received an Officer’s certificate of the Collateral Manager to the effect that the conditions in the foregoing
clauses (i) through (ix) have been satisfied; and


 


(xi)         notice
of each such purchase shall be provided to the Rating Agencies.


 




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Any Secured Notes to
be purchased shall be surrendered to the Trustee for cancellation in accordance with Section 2.9. Upon receipt of the
Officer’s certificate described in preceding sub-clause (ix), the Trustee shall disburse any available amount in the
Principal Collection Subaccount on any Business Day pursuant to Issuer instruction (or the Collateral Manager acting on behalf
of the Issuer), which instruction shall identify that such disbursement is for the purchase of Secured Notes pursuant to and in
accordance with this Section 9.7.


 


Section 9.8           Optional
Re-Pricing. On any Business Day after the Non-Call Period, at the direction of a Majority of the Subordinated Notes and with
the consent of the Collateral Manager and the U.S. Retention Provider, the Issuer shall reduce the spread over LIBOR applicable
with respect to any Class of Secured Notes, other than the Class A Notes (such reduction with respect to any such Class of Notes,
a “Re-Pricing” and any Class of Secured Notes to be subject to a Re-Pricing, a “Re-Priced Class”);
provided that the Issuer shall not effect any Re-Pricing unless each condition specified below is satisfied with respect
thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable thereto may be modified
or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the
“Re-Pricing Intermediary”) upon the recommendation and subject to the approval of a Majority of the Subordinated
Notes and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.


 


At least 20 days (or
such shorter period reasonably acceptable to the Trustee and the Collateral Manager) prior to the Business Day fixed by a Majority
of the Subordinated Notes for any proposed Re-Pricing (the “Re-Pricing Date”), the Issuer (or the Re-Pricing
Intermediary on behalf of the Issuer) shall deliver a notice in writing (with a copy to the Collateral Manager, the Trustee and
each Rating Agency) to each Holder of the proposed Re-Priced Class, which notice shall:


 


(a)          specify
the proposed Re-Pricing Date and the revised spread over LIBOR to be applied with respect to such Class (the “Re-Pricing
Rate”);


 


(b)          request
each Holder of the Re-Priced Class to approve the proposed Re-Pricing; and


 


(c)          specify
the price at which Notes of any Holder of the Re-Priced Class which does not approve the Re-Pricing may be sold and transferred
pursuant to the following paragraph, which, for purposes of such Re-Pricing, shall be the Redemption Price after giving effect
on a pro forma basis to all payments to be made pursuant to the Priority of Payments on the Re-Pricing Date.


 




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In the event any Holders
of the Re-Priced Class do not deliver written consent to the proposed Re-Pricing on or before the date that is not more than 5
Business Days after such notice, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall deliver written notice
thereof to the consenting Holders of the Re-Priced Class, specifying the aggregate principal amount of the Notes of the Re-Priced
Class held by such non-consenting Holders, and shall request each such consenting Holder provide written notice to the Issuer,
the Trustee, the Collateral Manager and the Re-Pricing Intermediary if such Holder would like to purchase all or any portion of
the Notes of the Re-Priced Class held by the non-consenting Holders (each such notice, an “Exercise Notice”)
within five Business Days after receipt of such notice (subject to the minimum denomination and applicable procedures of DTC).
In the event the Issuer shall receive Exercise Notices with respect to more than the aggregate principal amount of the Notes of
the Re-Priced Class held by non-consenting Holders, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall cause
the sale and transfer of such Notes, without further notice to the non-consenting Holders thereof (for settlement on the Re-Pricing
Date) to the Holders delivering Exercise Notices with respect thereto, pro rata based on the aggregate principal amount
of the Notes such Holders indicated an interest in purchasing pursuant to their Exercise Notices (subject to the minimum denomination
and applicable procedures of DTC). In the event the Issuer shall receive Exercise Notices with respect to less than the aggregate
principal amount of the Notes of the Re-Priced Class held by non-consenting Holders, the Issuer, or the Re-Pricing Intermediary
on behalf of the Issuer (subject to the minimum denomination and applicable procedures of DTC), shall cause the sale and transfer
of such Notes, without further notice to the non-consenting Holders thereof, for settlement on the Re-Pricing Date to the Holders
delivering Exercise Notices with respect thereto, and any excess Notes of the Re-Priced Class held by non-consenting Holders shall
be sold (for settlement on the Re-Pricing Date) to a transferee designated by the Re-Pricing Intermediary on behalf of the Issuer.
All sales of Notes to be effected pursuant to this paragraph shall be made at a price equal to the aggregate principal amount of
such Notes together with any accrued and unpaid interest thereon, including any Deferred Interest and any accrued and unpaid interest
on such Deferred Interest, in each case after giving effect on a pro forma basis to all payments to be made pursuant to
the Priority of Payments on the Re-Pricing Date, and shall be effected only if the related Re-Pricing is effected in accordance
with the provisions of this Indenture described in this Section 9.8. The Holder of each Secured Note, by its acceptance
of an interest in the Secured Notes, agrees to sell and transfer its Secured Notes in accordance with the provisions of this Indenture
described in this Section 9.8 and agrees to cooperate with the Issuer, the Re-Pricing Intermediary and the Trustee to effect
such sales and transfers. The Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall deliver written notice to the
Trustee and the Collateral Manager not later than five Business Days prior to the proposed Re-Pricing Date confirming that the
Issuer has received written commitments to purchase all Notes of the Re-Priced Class held by non-consenting Holders. For the avoidance
of doubt, such Re-Pricing will apply to all the Notes of the Re-Priced Class, including the Notes of the Re-Priced Class held by
non-consenting Holders.


 


The Issuer shall not
effect any proposed Re-Pricing unless: (i) with the consent of the Majority of the Subordinated Notes, the Collateral Manager and
the U.S. Retention Provider, the Issuer and the Trustee shall have entered into a supplemental indenture dated as of the Re-Pricing
Date solely to decrease the spread over LIBOR applicable to the Re-Priced Class; (ii) the Issuer (or the Re-Pricing Intermediary
on behalf of the Issuer) confirms in writing that all Notes of the Re-Priced Class held by non-consenting Holders have been sold
and transferred pursuant to clause (c) above; (iii) each Rating Agency shall have been notified of such Re-Pricing; (iv) all expenses
of the Issuer and the Trustee (including the fees of the Re-Pricing Intermediary and fees of counsel) incurred in connection with
the Re-Pricing shall not exceed the amount of Interest Proceeds available after taking into account all amounts required to be
paid pursuant to the Priority of Payments on the subsequent Payment Date prior to distributions to the Holders of the Subordinated
Notes, unless such expenses shall have been paid (including from proceeds of the additional issuance of Subordinated Notes) or
shall be adequately provided for by an entity other than the Issuer; and (v) the Issuer has received written advice from Dechert
LLP or an opinion of counsel of nationally recognized standing that (A) such Re-Pricing will not result in the Issuer being treated
as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (B) such Re-Pricing will not
result in the Issuer being subject to U.S. federal income tax on a net basis.


 




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If notice has been
received by the Trustee from the Collateral Manager pursuant to this Indenture, notice of a Re-Pricing shall be given by the Trustee
by first class mail, postage prepaid, mailed not less than three Business Days prior to the proposed Re-Pricing Date, to each Holder
of Notes of the Re-Priced Class at the address in the Register (with a copy to the Collateral Manager), specifying the applicable
Re-Pricing Date and Re-Pricing Rate. Notice of Re-Pricing shall be given by the Trustee at the expense of the Issuer. Failure to
give a notice of Re-Pricing, or any defect therein, to any Holder of any Re-Priced Class shall not impair or affect the validity
of the Re-Pricing or give rise to any claim based upon such failure or defect. Any notice of a Re-Pricing may be withdrawn by a
Majority of the Subordinated Notes on or prior to the Business Day prior to the scheduled Re-Pricing Date by written notice to
the Issuer, the Trustee, and the Collateral Manager for any reason. Upon receipt of such notice of withdrawal, the Trustee shall
send such notice to the Holders of Notes and each Rating Agency.


 


The Issuer shall direct
the Trustee to segregate payments and take other reasonable steps to effect the Re-Pricing and the Trustee shall have the authority
to take such actions as may be directed by the Issuer or the Collateral Manager as the Issuer (or the Re-Pricing Intermediary on
behalf of the Issuer) or Collateral Manager shall deem necessary or desirable to effect a Re-Pricing. In order to give effect to
the Re-Pricing, the Issuer shall, to the extent necessary, obtain and assign a separate CUSIP or CUSIPs to the Notes of each Class
held by such consenting or non-consenting Holder(s). The Trustee shall be entitled to receive, and shall be fully protected in
relying upon an Opinion of Counsel stating that the Re-Pricing is authorized or permitted by this Indenture and that all conditions
precedent thereto have been complied with. The Trustee may request and rely on an Issuer Order providing direction and any additional
information requested by the Trustee in order to effect a Re-Pricing.


 


Section 9.9           Clean-Up
Call Redemption.


 


(a)          At
the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction
shall be given so as to be received by the Issuer, the Trustee, each Rating Agency and, in the case of such direction delivered
by a Majority of the Subordinated Notes, the Collateral Manager not later than 30 days prior to the proposed Redemption Date specified
in such direction), the Secured Notes will be subject to redemption by the Issuer, in whole but not in part (a “Clean-Up
Call Redemption”), at the Redemption Price therefor, on any Business Day after the Non-Call Period if the Collateral
Principal Amount is less than 20.0% of the Target Initial Par Amount.


 




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(b)          Upon
receipt of notice directing the Issuer to effect a Clean-Up Call Redemption and subject to any transfer restriction, the Issuer
(or, at the written direction and expense of the Issuer, the Trustee on behalf of the Issuer) will offer to the Collateral Manager,
the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid
to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption
is subject to (i) the sale of the Collateral Obligations by the Issuer to the highest bidder therefor (it being understood that
any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups
or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or
prior to the third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the “Clean-Up
Call Purchase Price”) payable prior to or on the Redemption Date at least equal to the greater of (1) the sum of (a)
the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all other amounts owing by the Issuer on
the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the
Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of Payments on
the Redemption Date and (2) the Market Value of such Assets being purchased, and (ii) the receipt by the Trustee from the Collateral
Manager, prior to such purchase, of certification from the Collateral Manager that the sum so received satisfies clause (i). Upon
receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from,
and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the
applicable holder of Subordinated Notes, the Collateral Manager or such other Person upon payment in immediately available funds
of the Clean-Up Call Purchase Price. The Trustee shall deposit such payment into the applicable sub-account of the Collection Account
in accordance with the instructions of the Collateral Manager.


 


(c)          Upon
receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call
Redemption, the Issuer shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above)
and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the Trustee (which
shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and each Rating Agency not later
than 15 Business Days prior to the proposed Redemption Date.


 


(d)          
Any notice of Clean-Up Call Redemption may be withdrawn by the Issuer up to two Business Days prior to the related scheduled Redemption
Date by written notice to the Trustee, each Rating Agency and the Collateral Manager only if amounts equal to the Clean-Up Call
Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption
Date.


 


(e)          On
the Redemption Date related to any Clean-Up Call Redemption, the Clean-Up Call Purchase Price shall be distributed pursuant to
the Priority of Payments.


 




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ARTICLE
X



Accounts, Accountings And Releases


 


Section 10.1         Collection
of Money. (a) Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive
and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all Money and other property
payable to or receivable by the Trustee pursuant to this Indenture, including all payments due on the Assets, in accordance with
the terms and conditions of such Assets. The Trustee shall segregate and hold all such Money and property received by it in trust
for the Holders of the Notes and shall apply it as provided herein. Each Account shall be established and maintained (I) with a
federal or state-chartered depository institution (x) rated at least “A” and “A-1” by S&P (or at least
“A+” by S&P if such institution has no short-term rating) and (y) which has a short-term credit rating of at least
“F1” or a long-term credit rating of at least “A” by Fitch or (II) in segregated trust accounts with
the corporate trust department of a federal or state-chartered deposit institution rated at least “BBB+” by S&P
and which has a short-term credit rating of at least “F1” or a long-term credit rating of at least “A”
by Fitch and is subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulation
Section 9.10(b). Such institution shall have a combined capital and surplus of at least U.S.$200,000,000. All Cash deposited in
the Accounts shall be invested only in Eligible Investments or Collateral Obligations in accordance with the terms of this Indenture.
To avoid the consolidation of the Assets of the Issuer with the general assets of the Bank under any circumstances, the Trustee
shall comply, and shall cause the Custodian to comply, with all law applicable to it as a national bank with trust powers holding
segregated trust assets in a fiduciary capacity.


 


(b)          If
any institution described in Section 10.1(a) above falls below the requirements specified in Section 10.1(a)(I) or
(II), the assets held in such Account shall be moved by the Issuer within 30 calendar days to another institution that has
ratings that satisfy such requirements.


 


Section 10.2         Collection
Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, on or prior
to the Closing Date, cause the Trustee to establish at the Custodian two segregated trust subaccounts, one of which will be designated
the “Interest Collection Subaccount” and one of which will be designated the “Principal Collection Subaccount”
(and which together will comprise the Collection Account), each held in the name of the Trustee, for the benefit of the Secured
Parties and each of which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The
Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant
to Section 10.6(a), immediately upon receipt thereof or upon transfer from the Payment Account, all Interest Proceeds
(unless simultaneously reinvested in additional Collateral Obligations in accordance with Article XII or in Eligible Investments).
The Trustee shall deposit immediately upon receipt thereof or upon transfer from the Expense Reserve Account or Revolver Funding
Account all other amounts remitted to the Collection Account into the Principal Collection Subaccount, including in addition to
the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by the Collateral
Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested in additional
Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under no circumstances
shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder to be
deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than
payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in
its sole discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from
time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall
be applied to the purposes herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be
reinvested pursuant to Section 10.6(a).


 




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(b)          The
Trustee, within one Business Day after receipt of any distribution or other proceeds in respect of the Assets which are not Cash,
shall so notify the Issuer and the Issuer (or the Collateral Manager on behalf of the Issuer) shall use its commercially reasonable
efforts to, within five Business Days after receipt of such notice from the Trustee (or as soon as practicable thereafter), sell
such distribution or other proceeds for Cash in an arm’s length transaction and deposit the proceeds thereof in the Collection
Account; provided that the Issuer (i) need not sell such distributions or other proceeds if it delivers an Issuer Order
or an Officer’s certificate to the Trustee certifying that such distributions or other proceeds constitute Collateral Obligations,
Equity Securities or Eligible Investments or (ii) may otherwise retain such distribution or other proceeds for up to two years
from the date of receipt thereof if it delivers an Officer’s certificate to the Trustee certifying that (x) it will
sell such distribution within such two-year period and (y) retaining such distribution is not otherwise prohibited by this
Indenture.


 


(c)          At
any time when reinvestment is permitted pursuant to Article XII, the Collateral Manager on behalf of the Issuer may by Issuer
Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, withdraw funds on deposit in the Principal
Collection Subaccount representing Principal Proceeds (together with any Principal Financed Accrued Interest) and reinvest (or
invest, in the case of funds referred to in Section 7.18) such funds in additional Collateral Obligations, in
each case in accordance with the requirements of Article XII and such Issuer Order and the purchase price for such Collateral
Obligations (including accrued interest and other accrued amounts for such additional Collateral Obligations) may be paid on or
following the settlement thereof as directed in an Issuer Order. At any time, the Collateral Manager on behalf of the Issuer may
by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, withdraw funds on deposit in the
Principal Collection Subaccount representing Principal Proceeds and deposit such funds in the Revolver Funding Account to meet
funding requirements on Delayed Drawdown Collateral Obligations or Revolving Collateral Obligations.


 




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(d)          The
Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the
Trustee shall, pay from amounts on deposit in the Collection Account on any Business Day during any Interest Accrual Period: (i)
any amount required to exercise a warrant or right to acquire loan assets or securities held in the Assets in accordance with such
Issuer Order; provided that, so long as any Notes Outstanding are rated by S&P and (solely with respect to the Class
A Notes) Fitch, (A) if such payment is made from Interest Proceeds, in the reasonable judgment of the Collateral Manager, such
payment will not cause an Event of Default due to a default in the payment, when due and payable, of any interest on any Class A
Note or any Class B Note, (B) if such payment is made from Principal Proceeds to acquire securities, unless such Principal Proceeds
were designated as such pursuant to a Contribution, (x) the aggregate amount of all payments made pursuant to this clause (i) shall
not exceed 5.0% of the Target Initial Par Amount after giving effect to such payment and (y) the Adjusted Collateral Principal
Amount is greater than or equal to the Reinvestment Target Par Balance after giving effect to such payment and (C) notice thereof
is provided to each Rating Agency; (ii) any amount required to make customary protective advances or provide customary indemnities
to the agent of the Collateral Obligation (for which the Issuer may receive a participation interest or other right of repayment)
as may be required by the Issuer as a lender under the Underlying Instruments; and (iii) from Interest Proceeds only, any
Administrative Expenses (such payments to be counted against the Administrative Expense Cap for the applicable period and to be
subject to the order of priority as stated in the definition of Administrative Expenses); provided that the aggregate Administrative
Expenses paid pursuant to this Section 10.2(d) during any Collection Period shall not exceed the Administrative
Expense Cap for the related Payment Date; provided further that the Trustee shall be entitled (but not required) without
liability on its part, to refrain from making any such payment of an Administrative Expense pursuant to this Section 10.2
on any day other than a Payment Date if, in its reasonable determination, the payment of such amount is likely to leave insufficient
funds available to pay in full each of the items described in Section 11.1(a)(i)(A) as reasonably anticipated to be or become
due and payable on the next Payment Date, taking into account the Administrative Expense Cap.


 


(e)          The
Trustee shall transfer to the Payment Account, from the Collection Account for application pursuant to Section 11.1(a),
on the Business Day immediately preceding each Payment Date and on any Redemption Date or Redemption Distribution Date and, in
the case of proceeds received in connection with a Refinancing of the Secured Notes in whole, on the date of receipt thereof, the
amount set forth to be so transferred in the Distribution Report for such Payment Date or the Redemption Distribution Direction
for such Redemption Distribution Date.


 


(f)          The
Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the
Trustee shall, (i) transfer from amounts on deposit in the Interest Collection Subaccount to the Principal Collection Subaccount,
amounts necessary for application pursuant to Section 7.18(d) and/or (ii) apply amounts in the Principal Collection
Subaccount to the purchase of Secured Notes pursuant to Section 9.7.


 


(g)          In
connection with a Refinancing in part by Class of one or more Classes of Secured Notes, the Collateral Manager on behalf of the
Issuer may direct the Trustee to apply Partial Refinancing Interest Proceeds from the Interest Collection Subaccount on the date
of a Refinancing of one or more Classes of Secured Notes to the payment of the Redemption Price(s) of the Class or Classes of Secured
Notes subject to Refinancing without regard to the Priority of Payments.


 


(h)          From
time to time on or prior to the Determination Date related to the second Payment Date after the Closing Date, the Collateral Manager
may (with notice to the Collateral Administrator), designate Principal Proceeds received by the Issuer as Interest Proceeds (Principal
Proceeds so designated as Interest Proceeds, “Designated Principal Proceeds”), so long as, after giving effect
to such designation (together with the designation of Designated Unused Proceeds as Interest Proceeds), the Effective Date Interest
Deposit Restriction will be satisfied.


 




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Section 10.3         Transaction
Accounts.


 


(a)          Payment
Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing
Date, cause the Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name
of the Trustee, for the benefit of the Secured Parties, which shall be designated as the Payment Account, which shall be maintained
with the Custodian in accordance with the Securities Account Control Agreement. Except as provided in Section 11.1(a),
the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall
be to pay amounts due and payable on the Notes in accordance with their terms and the provisions of this Indenture and, upon Issuer
Order, to pay Administrative Expenses, fees and other amounts due and owing to the Collateral Manager under the Collateral Management
Agreement and other amounts specified herein, each in accordance with the Priority of Payments. The Issuer shall not have any legal,
equitable or beneficial interest in the Payment Account other than in accordance with this Indenture (including the Priority of
Payments) and the Securities Account Control Agreement. Amounts in the Payment Account shall remain uninvested.


 


(b)          Custodial
Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing
Date, cause the Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name
of the Trustee, for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained
with the Custodian in accordance with the Securities Account Control Agreement. All Collateral Obligations shall be credited to
the Custodial Account. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of
this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the
Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become
subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal,
equitable or beneficial interest in the Custodial Account other than in accordance with this Indenture and the Priority of Payments.
Amounts in the Custodial Account shall remain uninvested.


 




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(c)          Ramp-Up
Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing
Date, cause the Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name
of the Trustee, for the benefit of the Secured Parties, which shall be designated as the Ramp-Up Account, which shall be maintained
with the Custodian in accordance with the Securities Account Control Agreement. The Issuer shall direct the Trustee to deposit
$48,000,000 to the Ramp-Up Account on the Closing Date. In connection with any purchase of an additional Collateral Obligation,
the Trustee will apply amounts held in the Ramp-Up Account as provided by Section 7.18(b). On the Effective Date or
upon the occurrence of an Event of Default (and excluding any proceeds that will be used to settle binding commitments entered
into prior to such date), the Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount
as Principal Proceeds. After the Effective Date and on or prior to the Determination Date related to the second Payment Date after
the Closing Date (so long as the Target Initial Par Condition has been satisfied, and with respect to any distribution in connection
with clause (b) below, is satisfied on the date of such distribution on a pro forma basis after giving effect to such distribution,
and a Special Redemption was not required and excluding any proceeds that will be used to settle binding commitments entered into
prior to that date), (a) at the direction of the Collateral Manager the Trustee will deposit any remaining amounts in the Ramp-Up
Account into the Principal Collection Subaccount as Principal Proceeds (except as provided in clause (b) below) and (b) the Collateral
Manager may designate any remaining amounts in the Ramp-Up Account as Interest Proceeds to be deposited into the Interest Collection
Subaccount (amounts so designated as Interest Proceeds, “Designated Unused Proceeds”), so long as, after giving
effect to such designation, the aggregate amount of Designated Principal Proceeds and Designated Unused Proceeds does not exceed
1.0% of the Target Initial Par Amount (such requirements, the “Effective Date Interest Deposit Restriction”).
Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount as Interest
Proceeds.


 


(d)          Expense
Reserve Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, on or prior
to the Closing Date, cause the Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held
in the name of the Trustee, for the benefit of the Secured Parties, which shall be designated as the Expense Reserve Account, which
shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Issuer shall direct the
Trustee to deposit $1,316,142 to the Expense Reserve Account. On any Business Day from the Closing Date to and including the
Determination Date relating to the first Payment Date, the Trustee shall apply funds from the Expense Reserve Account, as directed
by the Collateral Manager, to pay expenses of the Issuer incurred in connection with establishment of the Issuer, the structuring
and consummation of the Offering and the issuance of the Notes or to the Collection Account as Interest Proceeds or Principal Proceeds.
By the Determination Date relating to the first Payment Date, all funds in the Expense Reserve Account (after deducting any expenses
paid on such Determination Date) will be deposited in the Collection Account as Interest Proceeds or Principal Proceeds, as
designated by the Collateral Manager, and the Expense Reserve Account will be closed. Any income earned on amounts deposited in
the Expense Reserve Account will be deposited in the Interest Collection Subaccount as Interest Proceeds as it is received.


 


(e)          Supplemental
Reserve Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, on or prior
to the Closing Date, cause the Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held
in the name of the Trustee, for the benefit of the Secured Parties, which shall be designated as the “Supplemental Reserve
Account,” which shall be held by the Custodian in accordance with the Securities Account Control Agreement. Contributions
of Cash or Eligible Investments, any amounts in connection with an additional issuance of Subordinated Notes only and amounts designated
for deposit into the Supplemental Reserve Account pursuant to Section 11.1(a)(i)(L) will be deposited into the Supplemental
Reserve Account and transferred to the Collection Account at the written direction of the Collateral Manager to the Trustee for
a Permitted Use designated by the applicable Contributor or the Collateral Manager, as applicable, in such written direction.


 




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(f)           Interest
Reserve Account. The Issuer will, on or prior to the Closing Date, cause the Trustee to establish a single, segregated non-interest
bearing trust account in the name of the Trustee for the benefit of the Secured Parties which will be designated as the “Interest
Reserve Account.” On the Closing Date, the Issuer will deposit an amount equal to the Interest Reserve Amount into the Interest
Reserve Account. On the Determination Date relating to the first Payment Date, the Issuer, at the direction of the Collateral Manager,
shall direct that an amount on deposit in the Interest Reserve Account equal to the lesser of the Interest Reserve Amount and the
amount necessary to cause clauses (A) through (K) of Section 11.1(a)(i) to be paid on such Payment Date shall be deposited
in the Interest Collection Subaccount as Interest Proceeds and the Collateral Manager may direct that any remaining amounts in
the Interest Reserve Account be transferred to the Collection Account and included as Interest Proceeds or Principal Proceeds on
such Payment Date. On the Business Day immediately preceding the first Payment Date, all amounts on deposit in the Interest Reserve
Account will be transferred to the Payment Account and applied as Interest Proceeds or Principal Proceeds (as directed by the Collateral
Manager) in accordance with the Priority of Payments on the such Payment Date, and the Trustee will close the Interest Reserve
Account. Any income earned on amounts deposited in the Interest Reserve Account will be deposited in the Interest Collection Subaccount
as Interest Proceeds as it is paid.


 


Section 10.4         The
Revolver Funding Account. Upon the purchase or acquisition of any Delayed Drawdown Collateral Obligation or Revolving Collateral
Obligation identified by written notice to the Trustee, funds in an amount equal to the undrawn portion of such obligation shall
be withdrawn at the direction of the Collateral Manager first from the Ramp-Up Account and, if necessary, from the Principal Collection
Subaccount and deposited by the Trustee in a single, segregated trust account established (in accordance with this Indenture and
the Securities Account Control Agreement) at the Custodian and held in the name of the Trustee, for the benefit of the Secured
Parties (the “Revolver Funding Account”). Upon initial purchase or acquisition of any such obligations, funds
deposited in the Revolver Funding Account in respect of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation
will be treated as part of the purchase price therefor. Amounts on deposit in the Revolver Funding Account will be invested in
overnight funds that are Eligible Investments selected by the Collateral Manager pursuant to Section 10.6 and
earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds.


 


The Issuer shall, at
all times maintain sufficient funds on deposit in the Revolver Funding Account such that the sum of the amount of funds on deposit
in the Revolver Funding Account shall be at least equal to the sum of the unfunded funding obligations under all such Delayed Drawdown
Collateral Obligations and Revolving Collateral Obligations then included in the Assets. Funds shall be deposited in the Revolver
Funding Account upon the purchase of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation and upon the
receipt by the Issuer of any Principal Proceeds with respect to a Revolving Collateral Obligation as directed by the Collateral
Manager on behalf of the Issuer. In the event of any shortfall in the Revolver Funding Account, the Collateral Manager (on behalf
of the Issuer) may direct the Trustee to, and the Trustee thereafter shall, transfer funds in an amount equal to such shortfall
from the Principal Collection Subaccount to the Revolver Funding Account.


 




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Any funds in the Revolver
Funding Account (other than earnings from Eligible Investments therein) will be treated as Principal Proceeds and will be
available at the direction of the Collateral Manager solely to cover any drawdowns on the Delayed Drawdown Collateral Obligations
and Revolving Collateral Obligations; provided that any excess of (A) the amounts on deposit in the Revolver Funding
Account over (B) the sum of the unfunded funding obligations under all Delayed Drawdown Collateral Obligations and Revolving
Collateral Obligations that are included in the Assets (which excess may occur for any reason, including upon (i) the sale or maturity
of a Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation, (ii) the occurrence of an event of default with
respect to any such Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation or (iii) any other event or circumstance
which results in the irrevocable reduction of the undrawn commitments under such Delayed Drawdown Collateral Obligation or Revolving
Collateral Obligation) may be transferred by the Trustee (at the written direction of the Collateral Manager on behalf of the Issuer) from
time to time as Principal Proceeds to the Principal Collection Subaccount.


 


Section 10.5         Ownership
of the Accounts. For the avoidance of doubt, the Accounts (including income, if any, earned on the investments of funds in
such account) will be owned by the Issuer, for federal income tax purposes. The Issuer is required to provide to the Trustee (i)
an IRS Form W-9 or appropriate IRS Form W-8 no later than the Closing Date, and (ii) any additional IRS forms (or updated versions
of any previously submitted IRS forms) or other documentation upon the reasonable request of the Trustee as may be necessary (i)
to reduce or eliminate the imposition of U.S. withholding taxes and (ii) to permit the Trustee to fulfill its tax reporting obligations
under applicable law with respect to the Accounts or any amounts paid to the Issuer. If any IRS form or other documentation previously
delivered becomes inaccurate in any respect, the Issuer shall timely provide to the Trustee accurately updated and complete versions
of such IRS forms or other documentation. The Bank, both in its individual capacity and in its capacity as Trustee, shall have
no liability to the Issuer or any other person in connection with any tax withholding amounts paid or withheld from the Accounts
pursuant to applicable law arising from the Issuer’s failure to timely provide an accurate, correct and complete IRS Form
W-9, an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no
funds shall be invested with respect to such Accounts absent the Trustee having first received (i) the requisite written investment
direction with respect to the investment of such funds, and (ii) the IRS forms and other documentation required by this paragraph.


 




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Section 10.6         Reinvestment of
Funds in Accounts; Reports by Trustee. (a) By Issuer Order (which may be in the form of standing instructions), the Issuer
(or the Collateral Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer
Order, the Trustee shall, invest all funds on deposit in the Collection Account, the Ramp-Up Account, the Revolver Funding Account,
the Expense Reserve Account and the Supplemental Reserve Account, as so directed in Eligible Investments having stated maturities
no later than the Business Day preceding the next Payment Date (or such shorter maturities expressly provided herein). If prior
to the occurrence of an Event of Default, the Issuer shall not have given any such investment directions, the Trustee shall seek
instructions from the Collateral Manager within three Business Days after transfer of any funds to such accounts. If the Trustee
does not thereafter receive written instructions from the Collateral Manager within five Business Days after transfer of such
funds to such accounts, it shall invest and reinvest the funds held in such accounts, as fully as practicable, in the Standby
Directed Investment. If after the occurrence of an Event of Default, the Issuer shall not have given such investment directions
to the Trustee for three consecutive days, the Trustee shall invest and reinvest such Cash as fully as practicable in the Standby
Directed Investment. Except to the extent expressly provided otherwise herein, all interest and other income from such investments
shall be deposited in the Interest Collection Subaccount, any gain realized from such investments shall be credited to the Principal
Collection Subaccount upon receipt, and any loss resulting from such investments shall be charged to the Principal Collection
Subaccount. The Trustee shall not in any way be held liable by reason of any insufficiency of such accounts which results from
any loss relating to any such investment; provided that nothing herein shall relieve the Bank of (i) its obligations
or liabilities under any security or obligation issued by the Bank or any Affiliate thereof or (ii) liability for any loss
resulting from gross negligence, willful misconduct or fraud on the part of the Bank or any Affiliate thereof.


 


(b)          The
Trustee agrees to give the Issuer immediate notice if any Account or any funds on deposit in any Account, or otherwise to the credit
of an Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process.


 


(c)          The
Trustee shall supply, in a timely fashion, to the Issuer, each Rating Agency and the Collateral Manager any information regularly
maintained by the Trustee that the Issuer, the Rating Agencies or the Collateral Manager may from time to time reasonably request
with respect to the Assets, the Accounts and the other Assets and provide any other requested information reasonably available
to the Trustee by reason of its acting as Trustee hereunder and required to be provided by Section 10.7 or to
permit the Collateral Manager to perform its obligations under the Collateral Management Agreement or the Issuer’s obligations
hereunder that have been delegated to the Collateral Manager. The Trustee shall promptly forward to the Collateral Manager copies
of notices and other writings received by it from the obligor or issuer of any Asset or from any Clearing Agency with respect to
any Asset which notices or writings advise the holders of such Asset of any rights that the holders might have with respect thereto
(including, without limitation, requests to vote with respect to amendments or waivers and notices of prepayments and redemptions) as
well as all periodic financial reports received from such obligor or issuer and Clearing Agencies with respect to such issuer.


 




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Section 10.7         Accountings.


 


(a)          Monthly.
Not later than the 20th calendar day (or, if such day is not a Business Day, on the next succeeding Business Day) of each
calendar month (other than January, April, July and October in each year) and commencing in January 2019, the Issuer shall
compile and make available (or cause to be compiled and made available) to each Rating Agency, the Trustee, the Collateral
Manager, the Initial Purchaser, any Holder shown on the Register of a Note and any beneficial owner of a Note who has delivered
a Beneficial Ownership Certificate to the Trustee a monthly report on a settlement date basis (except as otherwise expressly provided
in this Indenture) (each such report a “Monthly Report”). As used herein, the “Monthly Report Determination
Date” with respect to any calendar month will be the tenth Business Day prior to the 20th calendar day of such calendar
month. The Monthly Report for a calendar month shall contain the following information with respect to the Collateral Obligations
and Eligible Investments included in the Assets, and shall be determined as of the Monthly Report Determination Date for such calendar
month:


 


(i)          Aggregate
Principal Balance of Collateral Obligations, the aggregate outstanding principal balance of Collateral Obligations, the aggregate
unfunded commitments of the Collateral Obligations, any capitalized interest on the Collateral Obligations and Eligible Investments
representing Principal Proceeds.


 


(ii)         Adjusted
Collateral Principal Amount of Collateral Obligations.


 


(iii)        Collateral
Principal Amount of Collateral Obligations.


 


(iv)        A
list of Collateral Obligations, including, with respect to each such Collateral Obligation, the following information:


 


(A)        The
obligor thereon (including the issuer ticker, if any);


 


(B)         The
CUSIP, LoanX-ID (if any) or security identifier thereof;


 


(C)         The
Principal Balance thereof, the outstanding principal balance thereof (in each case, other than any accrued interest that was purchased
with Principal Proceeds (but excluding any capitalized interest)) and any unfunded commitment pertaining thereto;


 


(D)         The
percentage of the aggregate Collateral Principal Amount represented by such Collateral Obligation;


 


(E)         (x)
The related interest rate or spread (in the case of a LIBOR Floor Obligation, calculated both with and without regard to the applicable
specified “floor” rate per annum), (y) if such Collateral Obligation is a LIBOR Floor Obligation, the related
LIBOR floor and (z) the identity of any Collateral Obligation that is not a LIBOR Floor Obligation and for which interest is calculated
with respect to any index other than LIBOR;


 


(F)         The
stated maturity thereof;


 




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(G)         The
related S&P Industry Classification;


 


(H)         The
S&P Rating;


 


(I)          The
Fitch Rating;


 


(J)          The
country of Domicile;


 


(K)         An
indication as to whether each such Collateral Obligation is (1) a Senior Secured Loan, (2) a Second Lien Loan, (3) a Defaulted
Obligation, (4) a Delayed Drawdown Collateral Obligation, (5) a Revolving Collateral Obligation, (6) a Participation
Interest (indicating the related Selling Institution, if applicable, and its ratings by each Rating Agency), (7) a Permitted
Deferrable Obligation, (8) a Fixed Rate Obligation, (9) a Current Pay Obligation, (10) a DIP Collateral Obligation, (11) a
Discount Obligation, (12) a Discount Obligation purchased in the manner described in clause (y) of the proviso to
the definition “Discount Obligation”, (13) a Cov-Lite Loan, (14) a First-Lien Last-Out Loan, (15) a Long-Dated Obligation
or (16) a Broadly Syndicated Loan or, if not a Broadly Syndicated Loan, a Middle Market Loan;


 


(L)         With
respect to each Collateral Obligation that is a Discount Obligation purchased in the manner described in clause (y) of
the proviso to the definition “Discount Obligation”;


 


(I)         the
identity of the Collateral Obligation (including whether such Collateral Obligation was classified as a Discount Obligation at
the time of its original purchase) the proceeds of whose sale are used to purchase the purchased Collateral Obligation;


 


(II)        the
purchase price (as a percentage of par) of the purchased Collateral Obligation and the sale price (as a percentage of par) of the
Collateral Obligation the proceeds of whose sale are used to purchase the purchased Collateral Obligation; and


 


(III)       the
Aggregate Principal Balance of Collateral Obligations that have been excluded from the definition of “Discount Obligation”
and relevant calculations indicating whether such amount is in compliance with the limitations described in clauses (z)(A) and
(z)(B) of the proviso to the definition of “Discount Obligation.”


 


(M)        The
Principal Balance of each Cov-Lite Loan and the Aggregate Principal Balance of all Cov-Lite Loans;


 


(N)         The
Fitch Recovery Rate;


 




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(O)         The
S&P Recovery Rate; and


 


(P)         The
date of the credit estimate of such Collateral Obligation.


 


(v)         If
the Monthly Report Determination Date occurs on or after the Effective Date and prior to the last day of the Reinvestment Period,
for each of the limitations and tests specified in the definitions of Concentration Limitations and Collateral Quality Tests, (1) the
result (including, during any S&P CDO Formula Election Period, calculation of each of the S&P CDO Monitor Benchmarks),
(2) the related minimum or maximum test level and (3) a determination as to whether such result satisfies the related
test.


 


(vi)        The
calculation of each of the following:


 


(A)         Each
Interest Coverage Ratio (and setting forth the percentage required to satisfy each Interest Coverage Test);


 


(B)         Each
Overcollateralization Ratio (and setting forth the percentage required to satisfy each Overcollateralization Ratio Test);


 


(C)         The
Weighted Average Coupon; and


 


(D)         The
Weighted Average Floating Spread.


 


(vii)       The
calculation specified in Section 5.1(g).


 


(viii)      For
each Account, a schedule showing the beginning balance, each credit or debit specifying the nature, source and amount, and the
ending balance.


 


(ix)         A
schedule showing for each of the following the beginning balance, the amount of Interest Proceeds received from the date of determination
of the immediately preceding Monthly Report, and the ending balance for the current Measurement Date:


 


(A)       Interest
Proceeds from Collateral Obligations; and


 


(B)        Interest
Proceeds from Eligible Investments.


 


(x)          Purchases,
payments, and sales:


 


(A)        The
identity, Principal Balance and outstanding principal balance (in each case other than any accrued interest that was purchased
with Principal Proceeds (but excluding any capitalized interest)), unfunded commitment (if any), capitalized interest (if any),
Principal Proceeds and Interest Proceeds received, and date for each Collateral Obligation that was released for sale or disposition
pursuant to Section 12.1 since the last Monthly Report Determination Date and whether such Collateral Obligation
was a Credit Risk Obligation or a Credit Improved Obligation, and whether the sale of such Collateral Obligation was a discretionary
sale and;


 




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(B)         The
identity, Principal Balance and outstanding principal balance (in each case other than any accrued interest that was purchased
with Principal Proceeds (but excluding any capitalized interest)), unfunded commitment (if any), capitalized interest (if any)
and Principal Proceeds and Interest Proceeds expended to acquire each Collateral Obligation acquired pursuant to Section 12.2
since the last Monthly Report Determination Date.


 


(xi)         The
identity of each Defaulted Obligation, the Fitch Collateral Value, S&P Collateral Value and Market Value of each such Defaulted
Obligation and date of default thereof.


 


(xii)        The
identity of each Collateral Obligation with an S&P Rating of “CCC+” or below and/or the Fitch Rating of “CCC+”
or below and the Market Value of each such Collateral Obligation.


 


(xiii)       The
identity of each Deferring Obligation, the Fitch Collateral Value, S&P Collateral Value and Market Value of each Deferring
Obligation, and the date on which interest was last paid in full in Cash thereon.


 


(xiv)      The
identity of each Current Pay Obligation, the Market Value of each such Current Pay Obligation, and the percentage of the Collateral
Principal Amount comprised of Current Pay Obligations.


 


(xv)       The
Aggregate Principal Balance, measured cumulatively from the Closing Date onward, of all Collateral Obligations that would have
been acquired through a Distressed Exchange but for the operation of the proviso in the definition of “Distressed Exchange”,
all as reported to the Trustee by the Collateral Manager.


 


(xvi)      Calculation
of the S&P Equivalent Weighted Average Rating Factor.


 


(xvii)     The
percentage of the Collateral Principal Amount comprised of Broadly Syndicated Loans (which percentage shall be reflected on the
summary page of the Monthly Report).


 


(xviii)    A copy of the notice provided by the Collateral Manager pursuant to Section 12.2(g) hereof setting forth the details of
any Trading Plan (including, the proposed amendments and/or proposed investments identified by the Collateral Manager for acquisition
or entry, as applicable, as part of such Trading Plan (which details shall be reported on a dedicated page of the Monthly Report))
and the occurrence of the event, if any, described in clause (z) of the proviso to Section 12.2(g).


 




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(xix)       Based
solely on the confirmation given by the Issuer, or the Collateral Manager on behalf of the Issuer, to the Collateral Administrator
and the Trustee (for the benefit of the Holders), on which the Collateral Administrator and the Trustee may conclusively rely,
a statement as to whether the E.U. Retention Provider has confirmed it is in compliance with the requirements set forth in paragraph
1 of the E.U. Risk Retention Letter.


 


(xx)        The
S&P Equivalent Weighted Average Rating Factor and S&P Equivalent Diversity Score.


 


(xxi)       For
each Account, (i) the name of the financial institution that holds such Account; and (ii) the applicable ratings by S&P and
Fitch required under Section 10.1(a) for such institution.


 


(xxii)      Such
other information as any Rating Agency or the Collateral Manager may reasonably request.


 


For each instance in which the
Market Value is reported pursuant to the foregoing, the Monthly Report shall also indicate the manner in which such Market Value
was determined and the source(s) (if applicable) used in such determination, as provided by the Collateral Manager.


 


Upon receipt of each Monthly
Report, the Trustee shall compare the information contained in such Monthly Report to the information contained in its records
with respect to the Assets and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer, the Collateral
Administrator, the Rating Agencies and the Collateral Manager if the information contained in the Monthly Report does not conform
to the information maintained by the Trustee with respect to the Assets. If any discrepancy exists, the Collateral Administrator
and the Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy
cannot be promptly resolved, the Trustee shall within ten (10) Business Days notify the Collateral Manager who shall, on behalf
of the Issuer, request that the Independent accountants appointed by the Issuer pursuant to Section 10.9 perform
agreed upon procedures on such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. If such
review reveals an error in the Monthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records
shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture and notice
of any error in the Monthly Report shall be sent as soon as practicable by the Issuer to all recipients of such report which may
be accomplished by making a notation of such error in the subsequent Monthly Report.


 


(b)          Payment
Date Accounting. The Issuer shall render an accounting (each a “Distribution Report”), determined as of
the close of business on each Determination Date preceding a Payment Date, and shall make available such Distribution Report to
the Trustee, the Collateral Manager, the Initial Purchaser, each Rating Agency, any Holder shown on the Register of a Note and
any beneficial owner of a Note who has delivered a Beneficial Ownership Certificate to the Trustee not later than the Business
Day preceding the related Payment Date. The Distribution Report shall contain the following information:


 




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(i)          the
information required to be in the Monthly Report pursuant to Section 10.7(a), provided that such Payment Date
is not also a Re-Pricing Date or Redemption Date for an Optional Redemption, Tax Redemption, Clean-Up Call Redemption or Refinancing
in each case in whole but not in part;


 


(ii)         (a) the
Aggregate Outstanding Amount of the Secured Notes of each Class at the beginning of the Interest Accrual Period and such amount
as a percentage of the original Aggregate Outstanding Amount of the Secured Notes of such Class, (b) the amount of principal payments
to be made on the Secured Notes of each Class on the next Payment Date, the amount of any Deferred Interest on the Class C-1 Notes,
the Class C-2 Notes and the Class D Notes and the Aggregate Outstanding Amount of the Secured Notes of each Class after giving
effect to the principal payments, if any, on the next Payment Date and such amount as a percentage of the original Aggregate Outstanding
Amount of the Secured Notes of such Class and (c) the Aggregate Outstanding Amount of the Subordinated Notes at the beginning
of the Interest Accrual Period and such amount as a percentage of the original Aggregate Outstanding Amount of the Subordinated
Notes, the amount of payments, if any, to be made on the Subordinated Notes on the next Payment Date, and the Aggregate Outstanding
Amount of the Subordinated Notes after giving effect to such payments, if any, on the next Payment Date and such amount as a percentage
of the original Aggregate Outstanding Amount of the Subordinated Notes;


 


(iii)        the
Interest Rate and accrued interest for each applicable Class of Secured Notes for such Payment Date;


 


(iv)        the
amounts payable pursuant to each clause of Section 11.1(a)(i) and each clause of Section 11.1(a)(ii) or
each clause of Section 11.1(a)(iii), as applicable, on the related Payment Date;


 


(v)         for
the Collection Account:


 


(A)        the
Balance on deposit in the Collection Account at the end of the related Collection Period (or, with respect to the Interest Collection
Subaccount, the next Business Day);


 


(B)         the
amounts payable from the Collection Account to the Payment Account, in order to make payments pursuant to Section 11.1(a)(i) and
Section 11.1(a)(ii) on the next Payment Date (net of amounts which the Collateral Manager intends to re-invest
in additional Collateral Obligations pursuant to Article XII); and


 


(C)         the
Balance remaining in the Collection Account immediately after all payments and deposits to be made on such Payment Date; and


 




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(vi)        [reserved];


 


(vii)       such
other information as the Collateral Manager may reasonably request.


 


Each Distribution Report shall
constitute instructions to the Trustee to withdraw funds from the Payment Account and pay or transfer such amounts set forth in
such Distribution Report in the manner specified and in accordance with the priorities established in Section 11.1
and Article XIII.


 


(c)          Interest
Rate Notice. The Issuer (or the Collateral Administrator on behalf of the Issuer) shall include in the Monthly Report a notice
setting forth the Interest Rate for each Class of Secured Notes for the Interest Accrual Period preceding the next Payment Date.


 


(d)          Failure
to Provide Accounting. If the Trustee shall not have received any accounting provided for in this Section 10.7
on the first Business Day after the date on which such accounting is due to the Trustee, the Trustee shall notify the Collateral
Manager who shall use all reasonable efforts to obtain such accounting by the applicable Payment Date. To the extent the Collateral
Manager is required to provide any information or reports pursuant to this Section 10.7 as a result of the failure
of the Issuer to provide such information or reports, the Collateral Manager shall be entitled to retain an Independent certified
public accountant in connection therewith and the reasonable costs incurred by the Collateral Manager for such Independent certified
public accountant shall be paid by the Issuer.


 


(e)          Required
Content of Certain Reports. Each Monthly Report and each Distribution Report sent to any Holder or beneficial owner of an interest
in a Note shall contain, or be accompanied by, the following notices:


 


The Notes may be beneficially
owned only by Persons that (a) in the case of the Secured Notes (i) are Qualified Purchasers that are not U.S. persons (within
the meaning of Regulation S under the United States Securities Act of 1933, as amended) and are purchasing their beneficial
interest in an offshore transaction (as defined in Regulation S) or (ii) are (x) Qualified Institutional Buyers, (y) Institutional
Accredited Investors or (z) Accredited Investors and (A) Qualified Purchasers (in the case of (x) and (y) above) or Knowledgeable
Employees with respect to the Issuer or the Collateral Manager (with respect to (z) above) or (B) corporations, partnerships, limited
liability companies or other entities (other than trusts) each shareholder, partner, member or other equity owner of which
is either a Qualified Purchaser affiliated with the Collateral Manager and/or a Knowledgeable Employee with respect to the Issuer
or the Collateral Manager or (b) in the case of the Subordinated Notes, are (x) Qualified Institutional Buyers or (y) Institutional
Accredited Investors or (z) Accredited Investors and either (A) Qualified Purchasers (in the case of (x) and (y) above) or Knowledgeable
Employees with respect to the Issuer or the Collateral Manager (in the case of (z) above) or (B) corporations, partnerships, limited
liability companies or other entities (other than trusts) each shareholder, partner, member or other equity owner of which
is either a Qualified Purchaser affiliated with the Collateral Manager and/or a Knowledgeable Employee with respect to the Issuer
or Collateral Manager and (c) in the case of clauses (a) and (b), can make the representations set forth in Section 2.5 of
this Indenture or the appropriate Exhibit to this Indenture. The Issuer has the right to compel any beneficial owner of an
interest in Rule 144A Global Secured Notes that does not meet the qualifications set forth in the preceding sentence to sell its
interest in such Notes, or may sell such interest on behalf of such owner, pursuant to Section 2.11.


 




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Each holder receiving this report
agrees to keep all non-public information herein confidential and not to use such information for any purpose other than its evaluation
of its investment in the Notes; provided that any holder may provide such information on a confidential basis to any prospective
purchaser of such holder’s Notes that is permitted by the terms of this Indenture to acquire such holder’s Notes and
that agrees to keep such information confidential in accordance with the terms of this Indenture.


 


(f)          Initial
Purchaser Information. The Issuer and the Initial Purchaser, or any successor to the Initial Purchaser, may post the information
contained in a Monthly Report or Distribution Report to a password-protected internet site accessible only to the Holders of the
Notes and to the Collateral Manager.


 


(g)          Distribution
of Reports. The Trustee will make the Monthly Report, the Distribution Report, any Redemption Distribution Direction and any
notices or communications required to be delivered to the Holders in accordance with this Indenture available via its internet
website. The Trustee’s internet website shall initially be located at www.pivot.usbank.com. The Trustee shall have the right
to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to
the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes.
As a condition to access to the Trustee’s internet website, the Trustee may require registration and the acceptance of a
disclaimer. The Trustee will not be liable for the dissemination of information in accordance with this Indenture. The Trustee
shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided in the Monthly
Report and the Distribution Report which the Trustee disseminates in accordance with this Indenture and may affix thereto any disclaimer
it deems appropriate in its reasonable discretion.


 


(h)          In
the event that the Trustee receives instructions to effect a securities transaction as contemplated in 12 CFR 12.1, the Issuer
acknowledges that, upon its written request and at no additional cost, it has the right to receive notification from the Trustee
after the completion of such transaction as contemplated in 12 CFR 12.4(a) or (b), the Issuer agrees that, absent a specific request,
such notification shall not be provided by the Trustee hereof and, in lieu of such notifications, the Trustee shall make available
each Monthly Report and Distribution Report in the manner required by this Indenture.


 


(i)          The
Trustee is authorized to make available to Intex Solutions, Inc. each Monthly Report and Distribution Report.


 




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(j)          “Fair
Value” Report. The Issuer authorizes and directs the Trustee to make available to Holders via the Trustee’s internet
website any “fair value” report provided to the Trustee by the Issuer for posting in connection with the U.S. Risk
Retention Rules and provided to the Trustee for posting to the website. Notwithstanding anything herein to the contrary, it is
understood and agreed that the Trustee (i) has not participated in the preparation of any such report or the information contained
therein and (ii) is not responsible for, and is not making any representation concerning, the accuracy or completeness of such
report or the information contained therein, including, without limitation, in respect of the fair value of any Notes identified
therein or any assumptions, discount factors or other variables used to determine any such fair value.


 


(k)          Redemption
Distribution Direction. The Issuer shall render an accounting (each a “Redemption Distribution Direction”),
determined as of the close of business on each Determination Date preceding a Redemption Distribution Date, and shall make available
such Redemption Distribution Direction available to the Collateral Manager and the Trustee setting forth the amounts payable pursuant
to each applicable clause of Section 11.1(a)(i) and Section 11.1(a)(ii), as applicable, on the related Redemption
Distribution Date. Each Redemption Distribution Direction shall constitute instructions to the Trustee to withdraw funds from the
Payment Account and pay or transfer such amounts set forth in such Redemption Distribution Direction in the manner specified and
in accordance with the priorities established in Section 11.1 and Article XIII. No Redemption Distribution Direction
will be required to be reviewed by the Independent accountants appointed pursuant to this Indenture.


 


Section 10.8         Release
of Assets. (a) Subject to Article XII, the Issuer may, by Issuer Order executed by an Officer of the Collateral Manager,
delivered to the Trustee at least one Business Day prior to the settlement date for any sale of an Asset certifying that the sale
of such Asset is being made in accordance with Section 12.1 hereof and such sale complies with all applicable requirements
of Section 12.1 (which certification shall be deemed to be made upon delivery of such Issuer Order or trade continuation
in respect of such sale) (provided that if an Enforcement Event has occurred and is continuing, neither the Issuer nor
the Collateral Manager (on behalf of the Issuer) may direct the Trustee to release or cause to be released such Asset from the
lien of this Indenture pursuant to a sale under Section 12.1(e), Section 12.1(f) or Section 12.1(g) unless
the sale of such Asset is permitted pursuant to Section 12.3(c)), direct the Trustee to release or cause to be released
such Asset from the lien of this Indenture and, upon receipt of such Issuer Order, the Trustee shall deliver any such Asset, if
in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or, if such Asset is a Clearing Corporation
Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified
by the Collateral Manager in such Issuer Order; provided that the Trustee may deliver any such Asset in physical form for
examination in accordance with industry custom.


 


(b)          Subject
to the terms of this Indenture, the Trustee shall upon an Issuer Order (i) deliver any Asset, and release or cause to be released
such Asset from the lien of this Indenture, which is set for any mandatory call or redemption or payment in full to the appropriate
payor or paying agent, as applicable, on or before the date set for such call, redemption or payment, in each case against receipt
of the call or redemption price or payment in full thereof and (ii) provide notice thereof to the Collateral Manager.


 




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(c)          Upon
receiving actual notice of any Offer or any request for a waiver, direction, consent, amendment or other modification or action
with respect to any Asset, the Trustee on behalf of the Issuer shall notify the Collateral Manager of any Asset that is subject
to a tender offer, voluntary redemption, exchange offer, conversion or other similar action (an “Offer”) or
such request. Unless the Notes have been accelerated following an Event of Default, the Collateral Manager may, by Issuer Order,
direct (x) the Trustee to accept or participate in or decline or refuse to participate in such Offer and, in the case of acceptance
or participation, to release from the lien of this Indenture such Asset in accordance with the terms of the Offer against receipt
of payment therefor, or (y) the Issuer or the Trustee to agree to or otherwise act with respect to such consent, direction,
waiver, amendment, modification or action; provided that in the absence of any such direction, the Trustee shall not respond
or react to such Offer or request.


 


(d)          As
provided in Section 10.2(a), the Trustee shall deposit any proceeds received by it from the disposition or replacement
of an Asset in the applicable subaccount of the Collection Account, unless simultaneously applied to the purchase of additional
Collateral Obligations or Eligible Investments as permitted under and in accordance with the requirements of this Article X
and Article XII.


 


(e)          The
Trustee shall, upon receipt of an Issuer Order at such time as there are no Secured Notes Outstanding and all obligations of the
Issuer hereunder have been satisfied, release any remaining Assets from the lien of this Indenture.


 


(f)          Any
security, Collateral Obligation or amounts that are released pursuant to Section 10.8(a), (b) or (c)
shall be released from the lien of this Indenture.


 


(g)          Any
amounts paid from the Payment Account to the Holders of the Subordinated Notes in accordance with the Priority of Payments shall
be released from the lien of this Indenture.


 


Section 10.9         Reports
by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public
accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such
accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting
services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants
at any time without the consent of any Holder of Notes. Upon any resignation by such firm or removal of such firm by the Issuer,
the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee
and each Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized
international reputation, which may be a firm of Independent certified public accountants that performs accounting services for
the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public
accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such
failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly
notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international
reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer. In the
event such firm requires the Trustee and/or the Collateral Administrator to agree to the procedures performed by such firm, the
Issuer hereby directs the Trustee and/or the Collateral Administrator to so agree, which acknowledgment or agreement may include,
among other things, (i) acknowledgment of the responsibility for the sufficiency of the procedures to be performed by the Independent
accountants for its purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent
accountants and acknowledgement of other limitations of liability in favor of the Independent accountants and (iii) restrictions
or prohibitions on the disclosure of information or documents provided to it by such firm of Independent accountants (including
to the Holders). It is understood and agreed that the Trustee and/or the Collateral Administrator will deliver such letter of
agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Trustee nor the Collateral Administrator
shall make any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity or correctness
of such procedures. The Trustee and the Collateral Administrator shall not be required to make any such agreements that adversely
affect the Bank in its individual capacity.


 




    	 	-205-	 



     


    

 


(b)          On
or before December 31 of each year commencing in 2019, the Issuer shall cause to be delivered to the Trustee, the Collateral Manager
and each Holder of the Notes upon written request therefor and subject to the execution of an agreement with the Independent certified
public accountants, a report from a firm of Independent certified public accountants for each Distribution Report occurring in
April and October of each year (i) indicating that such firm has performed agreed-upon procedures to recalculate certain of
the calculations within those Distribution Reports (excluding the S&P CDO Monitor Test) have been performed in accordance with
the applicable provisions of this Indenture and (ii) listing the Aggregate Principal Balance of the Assets and the Aggregate
Principal Balance of the Collateral Obligations securing the Secured Notes as of the relevant Determination Dates; provided
that in the event of a conflict between such firm of Independent certified public accountants and the Issuer with respect to any
matter in this Section 10.9, the determination by such firm of Independent public accountants shall be conclusive.


 


(c)          Upon
the written request of the Trustee, or any Holder of a Subordinated Note (and subject to the execution of an agreement with the
firm of Independent certified public accountants), the Issuer will cause the firm of Independent certified public accountants appointed
pursuant to Section 10.9(a) to provide any Holder of Subordinated Notes with all of the information required to
be provided by the Issuer or pursuant to Section 7.17 or assist the Issuer in the preparation thereof.


 




    	 	-206-	 



     


    

 


Section 10.10      Reports
to the Rating Agencies and Additional Recipients. In addition to the information and reports specifically required to be provided
to each Rating Agency pursuant to the terms of this Indenture, the Issuer shall provide each Rating Agency with all information
or reports delivered to the Trustee hereunder (with the exception of any accountants’ reports or any Accountants’
Report) and such additional information as either Rating Agency may from time to time reasonably request (including notification
to the Rating Agencies of any modification of any loan document relating to a DIP Collateral Obligation or any release of collateral
thereunder not permitted by such loan documentation but excluding any accountants’ reports or any Accountants’ Report).
With respect to credit estimates, the Issuer shall provide notification to S&P of any material modification that would result
in substantial changes to the terms of any loan document relating to a Collateral Obligation or any release of collateral thereunder
not permitted by such loan documentation if the Collateral Manager reasonably determines that such notice is required in accordance
with S&P’s publication on credit estimates titled “What Are Credit Estimates And How Do They Differ From Ratings?”
dated April 2011 (as the same may be amended or updated from time to time); provided that the Issuer (or the Collateral
Manager on behalf of the Issuer) shall also provide Fitch with a copy of any amendment documenting any such material modification.
Within 10 Business Days after the Effective Date, together with each Monthly Report and on each Payment Date, the Issuer
shall provide to the Rating Agencies, via e-mail in accordance with Section 14.3(a), a Microsoft Excel file of the
Excel Default Model Input File and, with respect to each Collateral Obligation, the name of each obligor or issuer thereof, the
CUSIP number thereof (if applicable) and the Priority Category thereof. In accordance with SEC Release No. 34-72936, Form 15-E,
only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment,
will be provided by the Independent accountants to the Issuer and the Information Agent who will post such Form 15-E, except for
the redaction of any sensitive information by the Issuer, on the 17g-5 website. Copies of the Accountants’ Effective Date
Recalculation AUP Report or any other agreed-upon procedures report provided by the Independent accountants to the Issuer will
not be provided to any other party including the Rating Agencies or posted on the 17g-5 website (other than as provided in any
access letter between such Person and the accountants).


 


Section 10.11       Procedures
Relating to the Establishment of Accounts Controlled by the Trustee. Notwithstanding anything else contained herein, the Issuer
agrees that with respect to each of the Accounts, it will cause each Securities Intermediary establishing such accounts to enter
into a securities account control agreement. The Trustee shall have the right to open such subaccounts of any such account as
it deems necessary or appropriate for convenience of administration.


 


Section 10.12       Section
3(c)(7) Procedures. For so long as any Notes are Outstanding, the Issuer shall do the following:


 


(a)          Notification.
Each Monthly Report sent or caused to be sent by the Issuer to the Noteholders will include a notice to the following effect:


 




    	 	-207-	 



     


    

 


“The
Investment Company Act of 1940, as amended (the “1940 Act”), requires that all holders of the outstanding securities
of the Issuer that are U.S. persons (as defined in Regulation S) be “Qualified Purchasers” (“Qualified Purchasers”)
as defined in Section 2(a)(51)(A) of the 1940 Act and related rules. Under the rules, the Issuer must have a “reasonable
belief” that all holders of its outstanding securities that are “U.S. persons” (as defined in Regulation S),
including transferees, are Qualified Purchasers. Consequently, all sales and resales of the Notes in the United States or to “U.S.
persons” (as defined in Regulation S) must be made solely to purchasers that are Qualified Purchasers. Each purchaser of
a Secured Note in the United States who is a “U.S. person” (as defined in Regulation S) (such Note a “Restricted
Secured Note”) will be deemed (or required, as the case may be) to represent at the time of purchase that: (i) the purchaser
is a Qualified Purchaser who is either (x) an institutional accredited investor (“IAI”) within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) or (y) a
qualified institutional buyer as defined in Rule 144A under the Securities Act (“QIB”); (ii) the purchaser is
acting for its own account or the account of another Qualified Purchaser and QIB/IAI (as applicable); (iii) the purchaser is not
formed for the purpose of investing in the Issuer; (iv) the purchaser, and each account for which it is purchasing, will hold and
transfer at least the minimum denominations of the Notes specified herein; (v) the purchaser understands that the Issuer may receive
a list of participants holding positions in securities from one or more book-entry depositories; and (vi) the purchaser will provide
written notice of the foregoing, and of any applicable restrictions on transfer, to any subsequent transferees. The Restricted
Secured Notes may only be transferred to another Qualified Purchaser and QIB/IAI (as applicable) and all subsequent transferees
are deemed to have made representations (i) through (vi) above. Each purchaser of a Subordinated Note in the United States who
is a “U.S. person” (as defined in Regulation S) (such Note a “Restricted Subordinated Note”) will
be required to represent at the time of purchase that: (a) the purchaser is a Qualified Purchaser who is either (x) an Accredited
Investor (“AI”) within the meaning of Rule 501 under the Securities Act or (y) a QIB; (b) the purchaser is acting
for its own account or the account of another Qualified Purchaser and QIB/AI (as applicable); (c) the purchaser is not formed for
the purpose of investing in the Issuer; (d) the purchaser, and each account for which it is purchasing, will hold and transfer
at least the minimum denominations of the Notes specified herein; (e) the purchaser understands that the Issuer may receive a list
of participants holding positions in securities from one or more book-entry depositories; and (f) the purchaser will provide written
notice of the foregoing, and of any applicable restrictions on transfer, to any subsequent transferees. The Restricted Subordinated
Notes may only be transferred to another Qualified Purchaser and QIB/AI (as applicable) and all subsequent transferees are deemed
to have made representations (a) through (f) above.”


 


“The
Issuer directs that the recipient of this notice, and any recipient of a copy of this notice, provide a copy to any Person having
an interest in this Note as indicated on the books of DTC or on the books of a participant in DTC or on the books of an indirect
participant for which such participant in DTC acts as agent.”


 




    	 	-208-	 



     


    

 


“The
Indenture provides that if, notwithstanding the restrictions on transfer contained therein, the Issuer determines that any holder
of, or beneficial owner of an interest in a Restricted Secured Note or a Restricted Subordinated Note is a “U.S. person”
(as defined in Regulation S) who is determined not to have been a Qualified Purchaser at the time of acquisition of such Restricted
Secured Note or Restricted Subordinated Note, as applicable, or beneficial interest therein, the Issuer may require, by notice
to such Holder or beneficial owner, that such Holder or beneficial owner sell all of its right, title and interest to such Restricted
Secured Note or a Restricted Subordinated Note, as applicable, (or any interest therein) to a Person that is either (x) in the
case of the Secured Notes, not a “U.S. person” (as defined in Regulation S) or (y) a Qualified Purchaser who is either
an IAI (or, in the case of the Subordinated Notes, another Accredited Investor) or a QIB (as applicable), with such sale to be
effected within 30 days after notice of such sale requirement is given. If such holder or beneficial owner fails to effect the
transfer required within such 30-day period, (i) the Issuer or the Collateral Manager acting for the Issuer, without further notice
to such holder, shall and is hereby irrevocably authorized by such holder or beneficial owner, to cause its Restricted Secured
Note or Restricted Subordinated Note, as applicable, or beneficial interest therein to be transferred in a commercially reasonable
sale (conducted by the Collateral Manager in accordance with Article 9 of the UCC as in effect in the State of New York as applied
to securities that are sold on a recognized market or that may decline speedily in value) to a Person that certifies to the Trustee,
the Issuer and the Collateral Manager, in connection with such transfer, that such Person meets the qualifications set forth in
clauses (x) and (y) above and (ii) pending such transfer, no further payments will be made in respect of such Restricted Secured
Note or Restricted Subordinated Note, as applicable, or beneficial interest therein held by such holder or beneficial owner.”


 


(b)          DTC
Actions. The Issuer will direct DTC to take the following steps in connection with the Global Secured Notes:


 


(i)          The
Issuer will direct DTC to include the marker “3c7” in the DTC 20-character security descriptor and the 48-character
additional descriptor for the Global Secured Notes in order to indicate that sales are limited to Qualified Purchasers.


 


(ii)         The
Issuer will direct DTC to cause each physical deliver order ticket that is delivered by DTC to purchasers to contain the 20-character
security descriptor. The Issuer will direct DTC to cause each deliver order ticket that is delivered by DTC to purchasers in electronic
form to contain a “3c7” indicator and a related user manual for participants. Such user manual will contain a description
of the relevant restrictions imposed by Section 3(c)(7).


 


(iii)        On
or prior to the Closing Date, the Issuer will instruct DTC to send a Section 3(c)(7) Notice to all DTC participants in connection
with the offering of the Global Secured Notes.


 


(iv)        In
addition to the obligations of the Registrar set forth in Section 2.5, the Issuer will from time to time (upon the request
of the Trustee) make a request to DTC to deliver to the Issuer a list of all DTC participants holding an interest in the Global
Secured Notes.


 


(v)         The
Issuer will cause each CUSIP number obtained for a Global Note to have a fixed field containing “3c7” and “144A”
indicators, as applicable, attached to such CUSIP number.


 


(c)          Bloomberg
Screens, Etc. The Issuer will from time to time request all third-party vendors to include on screens maintained by such vendors
appropriate legends regarding Rule 144A and Section 3(c)(7) under the 1940 Act restrictions on the Global Secured Notes. Without
limiting the foregoing, the Initial Purchaser will request that each third-party vendor include the following legends on each screen
containing information about the Notes:


 




    	 	-209-	 



     


    

 


(i)          Bloomberg.


 


(A)         “Iss’d
Under 144A/3c7”, to be stated in the “Note Box” on the bottom of the “Security Display” page describing
the Global Secured Notes;


 


(B)         a
flashing red indicator stating “See Other Available Information” located on the “Security Display” page;


 


(C)         a
link to an “Additional Security Information” page on such indicator stating that the Global Secured Notes are being
offered in reliance on the exception from registration under Rule 144A of the Securities Act of 1933 to Persons that are both (i)
“Qualified Institutional Buyers” as defined in Rule 144A under the Securities Act and (ii) “Qualified Purchasers”
as defined under Section 2(a)(51) of the 1940 Act, as amended; and


 


(D)         a
statement on the “Disclaimer” page for the Global Secured Notes that the Notes will not be and have not been registered
under the Securities Act of 1933, as amended, that the Issuer has not been registered under the 1940 Act, as amended, and that
the Global Secured Notes may only be offered or sold in accordance with Section 3(c)(7) of the 1940 Act, as amended.


 


(ii)         Reuters.


 


(A)         a
“144A – 3c7” notation included in the security name field at the top of the Reuters Instrument Code screen;


 


(B)         a
“144A3c7Disclaimer” indicator appearing on the right side of the Reuters Instrument Code screen; and


 


(C)         a
link from such “144A3c7Disclaimer” indicator to a disclaimer screen containing the following language: “These
Notes may be sold or transferred only to Persons who are both (i) Qualified Institutional Buyers, as defined in Rule 144A under
the Securities Act, and (ii) Qualified Purchasers, as defined under Section 3(c)(7) under the U.S. Investment Company Act of 1940.”


 


Section 10.13       No
Further Reporting Following the Redemption of the Secured Notes. Notwithstanding any other provision of this Indenture to
the contrary, except with respect to (i) Section 4.1 or the satisfaction and discharge of this Indenture and (ii) if at
such time 100% of the Aggregate Outstanding Amount of the Subordinated Notes are not owned by the BDC (notice of which shall be
provided to the Trustee by, or on behalf of, the Issuer), the Retention Provider or any Affiliate thereof, Article VIII,
from and after the date on which no Secured Notes are deemed or considered Outstanding, all requirements herein that the Issuer,
Collateral Manager or Trustee deliver or cause to be delivered any reports, compliance certificates or opinions to any party shall
be deemed deleted and have no further force or effect; provided, that in no event shall a Distribution Report be required
after the Secured Notes are deemed or considered Outstanding.


 




    	 	-210-	 



     


    

 


ARTICLE
XI


 


Application
Of Monies


 


Section 11.1         Disbursements
of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-sections of this
Section 11.1 and to Section 13.1, on each Payment Date and, if elected by the Collateral Manager, on each
Redemption Distribution Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account
pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”);
provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest
Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred
from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).


 


(i)          On
each Payment Date other than any Stated Maturity, unless an Enforcement Event has occurred and is continuing and, if elected by
the Collateral Manager, on each Redemption Distribution Date, Interest Proceeds on deposit in the Collection Account, to the extent
received on or before the related Determination Date (or if such Determination Date is not a Business Day, the next succeeding
Business Day) and that are transferred into the Payment Account, shall be applied in the following order of priority:


 


(A)         to
the payment of (1) first, taxes and governmental fees owing by the Issuer and (2) second, the accrued and unpaid
Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise
expressly provided in connection with any Optional Redemption or Tax Redemption);


 


(B)         to
the payment to the Collateral Manager of (i) any accrued and unpaid Collateral Management Fee due on such Payment Date (including
any interest accrued on any Collateral Management Fee Shortfall Amount) minus the amount of any Current Deferred Management
Fee, if any, and (ii) any Cumulative Deferred Management Fee requested to be paid at the option of the Collateral Manager; provided
that Interest Proceeds shall only be used to make payments with respect to the Cumulative Deferred Management Fee pursuant to this
clause (B) to the extent such Interest Proceeds are not needed to pay the amounts referred to in any of clauses (C) through (I)
below (on a pro forma basis after giving effect to such proposed payment of the Cumulative Deferred Management Fee);


 


(C)         to
the payment of accrued and unpaid interest (including defaulted interest and interest thereon) on the Class A Notes;


 




    	 	-211-	 



     


    

 


(D)        to
the payment of accrued and unpaid interest (including defaulted interest and interest thereon) on the Class B Notes;


 


(E)         if
either of the Class A/B Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with
the Note Payment Sequence to the extent necessary to cause all Class A/B Coverage Tests that are applicable on such Payment Date
to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (E);


 


(F)         to
the payment of (1) first, accrued and unpaid interest on the Class C-1 Notes and the Class C-2 Notes (in each case, excluding
Deferred Interest but including interest thereon) allocated in proportion to the amounts of accrued and unpaid interest payable
on each such Class and (2) second, any Deferred Interest on the Class C-1 Notes and the Class C-2 Notes allocated in proportion
to the amounts of Deferred Interest on each such Class;


 


(G)         if
either of the Class C Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the
Note Payment Sequence to the extent necessary to cause all Class C Coverage Tests that are applicable on such Payment Date to be
satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (G);


 


(H)         to
the payment of (1) first, accrued and unpaid interest on the Class D Notes (excluding Deferred Interest but including interest
thereon) and (2) second, any Deferred Interest on the Class D Notes;


 


(I)          if
either of the Class D Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the
Note Payment Sequence to the extent necessary to cause all Class D Coverage Tests that are applicable on such Payment Date to be
satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (I);


 


(J)          if,
with respect to any Payment Date following the Effective Date, S&P has not yet confirmed its Initial Ratings of the Secured
Notes and the Effective Date Condition is not satisfied, amounts available for distribution pursuant to this clause (J) shall be
used for application in accordance with the Note Payment Sequence on such Payment Date in an amount sufficient to obtain from S&P
confirmation of its Initial Ratings of the Secured Notes;


 




    	 	-212-	 



     


    

 


(K)        to
the payment of (1) first, any Administrative Expenses not paid pursuant to clause (A)(2) above due to the limitation contained
therein (in the same manner and order of priority stated therein) and (2) second, any Cumulative Deferred Management Fee not paid
pursuant to clause (B)(ii) above due to the limitations contained therein (in the same manner and order of priority stated therein);


 


(L)         during
the Reinvestment Period, at the direction of the Collateral Manager, to the Supplemental Reserve Account; and


 


(M)        any
remaining Interest Proceeds to be paid to the Holders of the Subordinated Notes.


 


(ii)         On
each Payment Date other than any Stated Maturity, unless an Enforcement Event has occurred and is continuing and, if elected by
the Collateral Manager, on each Redemption Distribution Date, Principal Proceeds on deposit in the Collection Account that are
received on or before the related Determination Date (or if such Determination Date is not a Business Day, the next succeeding
Business Day) and that are transferred to the Payment Account (which will not include (i) amounts required to meet funding
requirements with respect to Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations that are deposited in
the Revolver Funding Account or (ii) during the Reinvestment Period, Principal Proceeds that have previously been reinvested
in Collateral Obligations or Principal Proceeds which the Issuer has entered into any commitment to reinvest in Collateral Obligations)
shall be applied in the following order of priority:


 


(A)        to
pay the amounts referred to in clauses (A) through (D) of Section 11.1(a)(i) (and in the same manner and order of priority
stated therein), but only to the extent not paid in full thereunder; provided that Principal Proceeds shall only be used
to make payments with respect to the Cumulative Deferred Management Fee pursuant to Section 11.1(a)(i)(B) to the extent
such Principal Proceeds are not needed to pay amounts referred to in clause (B) below;


 


(B)         to
pay the amounts referred to in clause (E) of Section 11.1(a)(i), but only to the extent not paid in full thereunder;


 


(C)         to
pay the amounts referred to in clause (F) of Section 11.1(a)(i) above (and in the same manner and order of priority stated
therein) to the extent not paid in full thereunder, only to the extent that the Class C Notes are the Controlling Class;


 


(D)        to
pay the amounts referred to in clause (G) of Section 11.1(a)(i), but only to the extent not paid in full thereunder;


 


(E)         to
pay the amounts referred to in clause (H) of Section 11.1(a)(i) (and in the same manner and order of priority stated therein)
to the extent not paid in full thereunder, only to the extent that the Class D Notes are the Controlling Class;


 




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(F)         to
pay the amounts referred to in clause (I) of Section 11.1(a)(i), but only to the extent not paid in full thereunder;


 


(G)         if,
with respect to any Payment Date following the Effective Date, S&P has not yet confirmed its Initial Ratings of the Secured
Notes and the Effective Date Condition is not satisfied, amounts available for distribution pursuant to this clause (G) shall be
used for application in accordance with the Note Payment Sequence on such Payment Date in an amount sufficient to obtain from S&P
confirmation of its Initial Ratings of the Secured Notes;


 


(H)        if
such Payment Date is a Redemption Date (other than a Special Redemption Date) or a Redemption Distribution Date, to make payments
in accordance with the Note Payment Sequence;


 


(I)         if
such Payment Date is a Special Redemption Date occurring in connection with a Special Redemption described in clause (i) of the
first sentence of Section 9.6, to make payments in the amount of the Special Redemption Amount at the election of the Collateral
Manager, in accordance with the Note Payment Sequence;


 


(J)         during
the Reinvestment Period, at the discretion of the Collateral Manager either (x) to the Collection Account as Principal Proceeds
to invest in Eligible Investments (pending the purchase of additional Collateral Obligations) and/or to purchase additional Collateral
Obligations or (y) if the reinvestment of such Principal Proceeds would, in the sole determination of the Collateral Manager, cause
(or would be likely to cause) an E.U. Retention Deficiency, to make payments in accordance with the Note Payment Sequence in an
amount determined by the Collateral Manager in its sole discretion (and for the avoidance of doubt such payment shall not result
in a termination of the Reinvestment Period);


 


(K)        after
the Reinvestment Period, to make payments in accordance with the Note Payment Sequence;


 


(L)         after
the Reinvestment Period, to pay the amounts referred to in clause (K) of Section 11.1(a)(i) only to the extent not already
paid (in the same manner and order of priority stated therein); and


 


(M)        any
remaining proceeds to be paid to the Holders of the Subordinated Notes.


 


On any Stated
Maturity, the Trustee shall pay the net proceeds from the liquidation of the Assets and all available Cash, but only after the
payment of (or establishment of a reserve for) all Administrative Expenses (in the same manner and order of priority stated
in the definition thereof), Aggregate Collateral Management Fees, and interest and principal on the Secured Notes, to the Holders
of the Subordinated Notes in final payment of such Subordinated Notes (such payments to be made in accordance with the priority
set forth in Section 11.1(a)(iii)).


 




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For the avoidance
of doubt, to the extent that on any Redemption Distribution Date the Collateral Manager does not direct any payments to be made
pursuant to Section 11.1(a)(i), no payments will be required to be made pursuant to Section 11.1(a)(ii)(A)-(G).


 


(iii)        Notwithstanding
the provisions of the foregoing Sections 11.1(a)(i) and 11.1(a)(ii) (other than the last paragraph thereof),
on (x) the Stated Maturity of the Notes, (y) on a Redemption Date occurring with respect to a Failed Optional Redemption, or (z)
if the maturity of the Secured Notes has been accelerated following an Event of Default and has not been rescinded in accordance
with the terms herein (clause (z), an “Enforcement Event”), pursuant to Section 5.7, proceeds
in respect of the Assets will be applied in the following order of priority:


 


(A)        to
the payment of (1) first, taxes and governmental fees owing by the Issuer and (2) second, the accrued and unpaid
Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (provided that
if a liquidation of the Assets has commenced, the Administrative Expense Cap shall not apply);


 


(B)         to
the payment of the Aggregate Collateral Management Fees due and payable (including any accrued and unpaid interest thereon) to
the Collateral Manager until such amount has been paid in full, other than any Cumulative Deferred Management Fee, to the extent
not already paid;


 


(C)         to
the payment of accrued and unpaid interest (including defaulted interest and interest thereon) on the Class A Notes;


 


(D)         to
the payment of principal of the Class A Notes, until the Class A Notes have been paid in full;


 


(E)         to
the payment of accrued and unpaid interest (including defaulted interest and interest thereon) on the Class B Notes;


 


(F)         to
the payment of principal of the Class B Notes, until the Class B Notes have been paid in full;


 


(G)         to
the payment of accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class
C-1 Notes and the Class C-2 Notes allocated in proportion to the amounts of accrued and unpaid interest payable on each such Class;


 




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(H)        to
the payment of any Deferred Interest on the Class C-1 Notes and the Class C-2 Notes allocated in proportion to the amounts of Deferred
Interest on each such Class;


 


(I)         to
the payment of principal of the Class C-1 Notes and the Class C-2 Notes, based on their respective Aggregate Outstanding Amounts,
until the Class C Notes have been paid in full;


 


(J)         to
the payment of accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class
D Notes;


 


(K)        to
the payment of any Deferred Interest on the Class D Notes;


 


(L)         to
the payment of principal of the Class D Notes until the Class D Notes have been paid in full;


 


(M)       to
the payment of (in the same manner and order of priority stated therein) any Administrative Expenses not paid pursuant to
clause (A)(2) above due to the limitation contained therein;


 


(N)        any
Cumulative Deferred Management Fee to the extent not already paid; and


 


(O)        to
pay the balance to the Holders of the Subordinated Notes.


 


If any declaration
of acceleration has been rescinded in accordance with the provisions herein, proceeds in respect of the Assets will be applied
in accordance with Section 11.1(a)(i) or (ii), as applicable.


 


(b)         If
on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required
by the Distribution Report, the Trustee shall make the disbursements called for in the order and according to the priority set
forth under Section 11.1(a) above, subject to Section 13.1, to the extent funds are available therefor.


 


(c)         In
connection with the application of funds to pay Administrative Expenses of the Issuer in accordance with Section 11.1(a)(i),
Section 11.1(a)(ii) and Section 11.1(a)(iii), the Trustee shall remit such funds, to the extent available
(and subject to the order of priority set forth in the definition of “Administrative Expenses”), as directed
and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative
Expenses in such amounts and to such entities as indicated in the Distribution Report in respect of such Payment Date) delivered
to the Trustee no later than the Business Day prior to each Payment Date.


 




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(d)         The
Collateral Manager may, in its sole discretion, elect to irrevocably waive payment of any or all of any Collateral Management Fee
otherwise due on any Payment Date by notice to the Issuer, the Collateral Administrator and the Trustee no later than the Determination
Date immediately prior to such Payment Date in accordance with the terms of Section 8(c) of the Collateral Management Agreement.
Any such Collateral Management Fee, once waived, shall not thereafter become due and payable and any claim of the Collateral Manager
therein shall be extinguished.


 


(e)         At
any time during or after the Reinvestment Period, any Holder of Subordinated Notes may (i) make a Contribution of Cash, Eligible
Investments or Collateral Obligations or (ii) solely in the case of Certificated Subordinated Notes, in accordance with Section
8.3(i), designate any portion of Interest Proceeds or Principal Proceeds that would otherwise be distributed on its Subordinated
Notes in accordance with Section 11.1(a)(i)(M) or Section 11.1(a)(ii)(M), to be deposited into the Supplemental Reserve
Account as a contribution to the Issuer (a “Contribution” and each such Person, a “Contributor”);
provided that a Notice of Contribution in the form of Exhibit F (solely for Contributions of Cash or Eligible Investments)
is provided; provided, further that no individual Contribution (treating all Contributions made on the same Business Day
as a single Contribution) may be in an amount less than U.S.$2,000,000. The Collateral Manager, on behalf of the Issuer, may accept
or reject any Contribution in its sole discretion and shall notify the Trustee and the Collateral Administrator of any such acceptance.
Each accepted Contribution of Cash or Eligible Investments shall be deposited into the Supplemental Reserve Account and may be
withdrawn at the written direction of the Collateral Manager. Contributions of Cash or Eligible Investments may only be used for
a Permitted Use or Permitted Uses as directed by the applicable Contributor at the time such Contribution is made, so long as the
Collateral Manager consents to such Permitted Use(s) (or, if no direction is given by the Contributor, at the Collateral Manager’s
reasonable discretion). No Contribution of Cash or Eligible Investments or portion thereof will be returned to any applicable holder
of Subordinated Notes at any time. For administrative convenience any Contributions or transfers of Cash, Eligible Investments
or Collateral Obligations made through one or more intermediate related entities or Affiliates of the Initial Subordinated Noteholder
may instead be made on a net basis directly into the Issuer, and by bypassing such intermediate related entity or Affiliate. The
value received by the Issuer in Cash, Eligible Investments and/or in the form of Collateral Obligations will not be affected by
the elimination of such intermediate steps. In the case of any such payment made to the Issuer in the form of a combination of
Cash and Collateral Obligations, the Cash portion of such payment shall be an amount equal to the total payment required to be
made to the Issuer reduced by an amount equal to the fair market value as determined by the Collateral Manager as of the date of
Contribution of the Collateral Obligations and Eligible Investments Contributed or transferred to the Issuer in respect of such
payment. For the avoidance of doubt, any acquisition of a Collateral Obligation by the Issuer pursuant to an “in-kind”
Contribution from any holder of Subordinated Notes shall be subject to satisfaction of the Investment Criteria in connection therewith.


 




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(f)          Notwithstanding
any other provision of this Indenture to the contrary, from and after the date on which no Secured Notes are deemed or considered
to be Outstanding, (i) by 12:00 PM New York time, upon three Business Days prior notice to the Trustee, the Collateral Manager
may designate any Business Day as a “Payment Date” for purposes of this Section 11.1 and distribute any Interest
Proceeds or Principal Proceeds in accordance with the Priority of Payments and (ii) no further Monthly Reports or Distribution
Reports shall be required to be prepared.


 


ARTICLE
XII


 


SALE
OF COLLATERAL OBLIGATIONS; 


PURCHASE
OF ADDITIONAL COLLATERAL OBLIGATIONS


 


Section 12.1        Sales
of Collateral Obligations. Subject to the satisfaction of the conditions specified in Section 12.3, the Collateral
Manager on behalf of the Issuer may (except as otherwise specified in this Section 12.1) direct the Trustee to sell
and the Trustee shall sell on behalf of the Issuer in the manner directed by the Collateral Manager any Collateral Obligation
or Equity Security if, as certified by the Collateral Manager (which certification shall be deemed to be provided upon delivery
of an Issuer Order or trade confirmation in respect of such sale), such sale meets the requirements of any one of paragraphs (a) through
(l) of this Section 12.1 (subject in each case to any applicable requirement of disposition under Section 12.1(h)
and provided that if an Enforcement Event has occurred and is continuing, the Collateral Manager may not direct the
Trustee to sell any Collateral Obligation or Equity Security pursuant to Section 12.1(e), Section 12.1(f) or Section 12.1(g)),
except as authorized by Section 12.1(h). For purposes of this Section 12.1, the Sale Proceeds of a Collateral
Obligation sold by the Issuer shall include any Principal Financed Accrued Interest received in respect of such sale.


 


(a)         Credit
Risk Obligations. The Collateral Manager may direct the Trustee to sell any Credit Risk Obligation at any time without restriction.


 


(b)         Credit Improved Obligations. The Collateral Manager may direct the Trustee to sell any Credit Improved Obligation at any
time without restriction.


 


(c)         Defaulted
Obligations. The Collateral Manager may direct the Trustee to sell any Defaulted Obligation at any time without restriction.


 


(d)         Equity
Securities. The Collateral Manager may direct the Trustee to sell any Equity Security at any time without restriction and shall
use its commercially reasonable efforts to effect the sale of any Equity Security, regardless of price within 45 days after receipt,
if such Equity Security constitutes Margin Stock, unless such sale is prohibited by applicable law, in which case such Equity Security
shall be sold as soon as such sale is permitted by applicable law.


 


(e)         Optional
Redemption. After the Issuer has notified the Trustee of an Optional Redemption of the Notes in accordance with Section 9.2,
if necessary to effect such Optional Redemption, the Collateral Manager shall direct the Trustee to sell (which sale may be through
participation or other arrangement) all or a portion of the Collateral Obligations if the requirements of Article IX
(including the certification requirements of Section 9.4(e)(ii), if applicable) are satisfied. If any such sale
is made through participations, the Issuer shall use reasonable efforts to cause such participations to be converted to assignments
within six months after the sale.


 




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(f)           Tax
Redemption. After a Majority of an Affected Class or a Majority of the Subordinated Notes has directed (by a written direction
delivered to the Trustee) a Tax Redemption, the Collateral Manager shall, if necessary to effect such Tax Redemption, direct the
Trustee to sell (which sale may be through participation or other arrangement) all or a portion of the Collateral Obligations
if the requirements of Article IX (including the certification requirements of Section 9.4(e)(ii), if applicable) are
satisfied. If any such sale is made through participations, the Issuer shall use reasonable efforts to cause such participations
to be converted to assignments within six months after the sale.


 


(g)         Discretionary
Sales. During the Reinvestment Period, the Collateral Manager may direct the Trustee to sell any Collateral Obligation at any
time other than during a Restricted Trading Period if, commencing with the first calendar year after the Closing Date, total sales
pursuant to this Section 12.1(g) (measured by the par amount of all Collateral Obligations disposed of) during the preceding
12-month period do not exceed (i) during the first calendar year following the Closing Date, 40% of the Collateral Principal Amount
and (ii) thereafter, 30% of the Collateral Principal Amount (in each case, measured as of the first day of such 12-month period);
provided that for purposes of determining the percentage of Collateral Obligations sold pursuant to this Section 12.1(g)
during any such period, the amount of Collateral Obligations so sold shall be reduced to the extent of any purchases of (or irrevocable
commitments to purchase) Collateral Obligations of the same Obligor (which are pari passu or senior to such sold Collateral
Obligations) occurring within 45 Business Days of such sale, so long as any such sale pursuant to this Section 12.1(g) of
a Collateral Obligation was entered into with the intention of purchasing such Collateral Obligations of the same Obligor.


 


(h)         Mandatory
Sales. The Collateral Manager on behalf of the Issuer shall use its commercially reasonable efforts to effect the sale of
any Collateral Obligation that (i) no longer meets the criteria described in clause (ix) of the definition of “Collateral
Obligation”, within 18 months after the failure of such Collateral Obligation to meet any such criteria and (ii) no
longer meets the criteria described in clause (viii) of the definition of “Collateral Obligation” within 45 days
after the failure of such Collateral Obligation to meet either such criteria.


 


(i)          Unsaleable
Assets. After the Reinvestment Period:


 


(i)          Notwithstanding
any other restriction in this Section 12.1, at the direction of the Collateral Manager, the Trustee, at the expense of the
Issuer, shall conduct an auction of Unsaleable Assets in accordance with the procedures described in clause (ii). The Trustee may
retain an agent to perform the obligations set forth in this Section 12.1(i).


 




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(ii)         Promptly
after receipt of written notice from the Collateral Manager of an auction of Unsaleable Assets, the Trustee will forward a notice
in the Issuer’s name (prepared by the Collateral Manager) to the Holders and each Rating Agency, setting forth in reasonable
detail a description of each Unsaleable Asset and the following auction procedures:


 


(A)        Any
Holder may submit a written bid to purchase one or more Unsaleable Assets no later than the date specified in the auction notice
(which shall be at least 15 Business Days after the date of such notice).


 


(B)         Each
bid must include an offer to purchase for a specified amount of cash on a proposed settlement date no later than 20 Business Days
after the date of the auction notice.


 


(C)         If
no Holder submits such a bid, unless delivery in kind is not legally or commercially practicable and subject to any transfer restrictions
(including minimum denominations), the Trustee shall provide notice thereof to each Holder and offer to deliver (at no cost to
the Trustee or Holder) a pro rata portion of each unsold Unsaleable Asset to the Holders of the Class with the highest priority
that provide delivery instructions to the Trustee on or before the date specified in such notice. To the extent that minimum denominations
do not permit a pro rata distribution, the Trustee shall distribute the Unsaleable Assets on a pro rata basis to
the extent possible and the Issuer or the Collateral Manager shall select by lottery the Holder to whom the remaining amount will
be delivered. The Issuer and the Trustee (at the direction of the Issuer or the Collateral Manager on behalf of the Issuer) shall
use commercially reasonable efforts to effect delivery of such interests.


 


(D)         If
no such Holder provides delivery instructions to the Trustee, the Trustee shall promptly notify the Collateral Manager and offer
to deliver (at no cost to the Trustee) the Unsaleable Asset to the Collateral Manager. If the Collateral Manager declines such
offer, the Collateral Manager (on behalf of the Issuer) shall direct action to dispose of the Unsaleable Asset, which may be by
donation to a charity, abandonment or other means, and the Trustee (at no expense to the Trustee) shall take such action as so
directed.


 


(E)         The
Trustee shall have no duty, obligation or responsibility with respect to the sale of any Unsaleable Asset other than upon the written
instruction of the Collateral Manager.


 


(j)           The
Collateral Manager may direct the Trustee at any time without restriction to sell any Collateral Obligation that (i) has a Material
Covenant Default or (ii) becomes subject to a proposed Maturity Amendment that fails to satisfy the criteria required hereunder
to allow the Issuer (or the Collateral Manager on the Issuer’s behalf) to vote in favor of such Maturity Amendment.


 




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(k)          After
the Collateral Manager has notified the Issuer and the Trustee of a Clean-Up Call Redemption in accordance with Section ‎9.9,
the Collateral Obligations may be sold in accordance with the provisions of Section ‎9.9 without regard to the limitations
in this Section ‎12.1 by directing the Trustee to effect such sale; provided that the Sale Proceeds therefrom
are used for the purposes specified in Section ‎9.9 (and applied pursuant to the Priority of Payments).


 


(l)           Required
Sales. In the event that the Collateral Manager and the Issuer receive an Opinion of Counsel of national reputation experienced
in such matters that the Issuer’s ownership of any specific “Asset” would cause the Issuer to be unable to comply
with the loan securitization exclusion from the definition of “covered fund” under the Volcker Rule, then the Collateral
Manager, on behalf of the Issuer, will be required to take commercially reasonable efforts to sell such “Asset” and
will not purchase or otherwise receive any additional “Asset” of the type identified in such Opinion of Counsel.


 


Section 12.2         Purchase
of Additional Collateral Obligations. On any date during the Reinvestment Period, the Collateral Manager on behalf of the
Issuer may, subject to the other requirements in this Indenture, direct the Trustee to invest Principal Proceeds, proceeds of
Additional Notes issued pursuant to Sections 2.13 and 3.2, amounts on deposit in the Ramp-Up Account and the
Supplemental Reserve Account and Principal Financed Accrued Interest, and the Trustee shall invest such Principal Proceeds and
other amounts in accordance with such direction. The Collateral Manager may instruct the Trustee to use, during the Reinvestment
Period, Principal Proceeds to purchase additional obligations subject to the requirement that each of the following criteria (such
criteria collectively, the “Investment Criteria”) is satisfied as of the date the Collateral Manager commits
on behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager after giving effect to such
purchase and all other sales or purchases previously or simultaneously committed to; provided that the criteria set forth
in clauses (c) and (d) below need only be satisfied with respect to purchases of Collateral Obligations occurring on or after
the Effective Date.


 


(a)          such
obligation is a Collateral Obligation;


 


(b)          in
the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, either (1)
the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale
will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied;


 


(c)          either
(A) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except, in
the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, a Defaulted
Obligation or an Equity Security, the S&P CDO Monitor Test) will be satisfied or (B) if any such requirement or test was not
satisfied immediately prior to such investment, such requirement or test will be maintained or improved after giving effect to
the investment;


 




    	 	-221-	 



     


    

 


(d)          each
Coverage Test will be satisfied, or if not satisfied, such Coverage Test will be maintained or improved;


 


(e)           (i)
in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Defaulted Obligation, either
(A) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such
sale will at least equal the Sale Proceeds from such sale or (B) the Reinvestment Balance Criteria will be satisfied, (ii) in the
case of the use of Sale Proceeds of Credit Improved Obligations, either (A) the aggregate outstanding principal balance of all
Collateral Obligations purchased with such Sale Proceeds will be greater than or equal to the Investment Criteria Adjusted Balance
of the disposed Collateral Obligations, (B) after giving effect to such purchase, the Adjusted Collateral Principal Amount will
be maintained or increased (when compared to the Adjusted Collateral Principal Amount immediately prior to such sale) or (C) after
giving effect to such reinvestment of such Sale Proceeds, the Adjusted Collateral Principal Amount will be greater than (or equal
to) the Reinvestment Target Par Balance and (iii) in the case of any other purchase of additional Collateral Obligations purchased
with the proceeds from the sale of any other Collateral Obligation, the Collateral Manager shall use commercially reasonable efforts
to ensure that after giving effect to such purchase, the Reinvestment Balance Criteria will be satisfied; and


 


(f)           the
date on which the Issuer (or the Collateral Manager on behalf of the Issuer) commits to purchase such Collateral Obligation occurs
during the Reinvestment Period.


 


If the Issuer has entered
into a written trade ticket or other written binding commitment to purchase a Collateral Obligation during the Reinvestment Period
which purchase is not scheduled to settle prior to the end of the Reinvestment Period (such Collateral Obligation, a “Post-Reinvestment
Period Settlement Obligation”), such Post-Reinvestment Period Settlement Obligation shall be treated as having been purchased
by the Issuer prior to the end of the Reinvestment Period for purposes of the Investment Criteria, and Principal Proceeds received
after the end of the Reinvestment Period may be applied to the payment of the purchase price of such Post-Reinvestment Period Settlement
Obligation. Not later than the Business Day immediately preceding the end of the Reinvestment Period, the Collateral Manager shall
deliver to the Trustee a schedule of Collateral Obligations purchased by the Issuer with respect to which purchases the trade date
has occurred but the settlement date has not yet occurred and shall certify to the Trustee (which certification will be deemed
to be made upon delivery of such schedule) that sufficient Principal Proceeds are available (including for this purpose, cash on
deposit in the Principal Collection Subaccount as well as any Principal Proceeds that will be received by the Issuer from the sale
of Collateral Obligations for which the trade date has already occurred but the settlement date has not yet occurred) to effect
the settlement of such Collateral Obligations.


 




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(g)          Trading
Plan Period. During the Reinvestment Period and for purposes of calculating compliance with the Investment Criteria, at the
election of the Collateral Manager in its sole discretion, any proposed investment (whether a single Collateral Obligation or a
group of Collateral Obligations) identified by the Collateral Manager as such at the time when compliance with the Investment Criteria
is required to be calculated (a “Trading Plan”) may be evaluated after giving effect to any expected prepayments
on Collateral Obligations included in such Trading Plan and all sales and reinvestments proposed to be entered into, in each case,
within the ten Business Days following the date of determination of such compliance (such period, the “Trading Plan Period”);
provided that (i) no Trading Plan may result in the purchase of Collateral Obligations having an Aggregate Principal Balance
that exceeds 5.0% of the Collateral Principal Amount as of the first day of the Trading Plan Period, (ii) no Trading Plan
Period may include a Determination Date, (iii) no more than one Trading Plan may be in effect at any time during a Trading
Plan Period, (iv) the Collateral Manager may modify any Trading Plan during a Trading Plan Period if it determines that, but for
the occurrence of an Intervening Event, the Investment Criteria would have been satisfied by the original Trading Plan (provided
that the Investment Criteria are satisfied by the modified Trading Plan), (v) if, on two occasions, the Investment Criteria are
satisfied prospectively after giving effect to a Trading Plan but are not satisfied upon the expiry of the related Trading Plan
Period, the Investment Criteria shall not at any time thereafter be evaluated by giving effect to a Trading Plan unless either
(x) the Global Rating Agency Condition is satisfied with respect to such Trading Plan or (y) a Majority of the Controlling Class
waives the requirement that the Global Rating Agency Condition be satisfied and (vi) if the Weighted Average Life Test is not satisfied
prior to the implementation of such Trading Plan, no such Trading Plan may result in the purchase of a group of Collateral Obligations
if the shortest Average Life of any Collateral Obligation in such group is less than one year. Notice shall be provided to S&P
upon failure of a Trading Plan pursuant to the foregoing clause (v). For the avoidance of doubt, following the satisfaction of
the Global Rating Agency Condition or the waiver thereof pursuant to clause (v) of the proviso in the previous sentence, further
satisfaction of the Global Rating Agency Condition shall only be required if, on two additional occasions, the Investment Criteria
are satisfied prospectively after giving effect to a Trading Plan but are not satisfied upon the expiry of the related Trading
Plan Period. The Collateral Manager shall provide prior written notice to each Rating Agency of any Trading Plan, which notice
shall specify the proposed investments identified by the Collateral Manager for acquisition as part of such Trading Plan.


 


(h)          Certification
by Collateral Manager. Not later than the Cut-Off Date for any Collateral Obligation purchased in accordance with this Section 12.2,
the Collateral Manager shall deliver by e-mail or other electronic transmission to the Trustee and the Collateral Administrator
an Officer’s certificate of the Collateral Manager certifying that such purchase complies with this Section 12.2
and Section 12.3 (which certification shall be deemed to be provided upon delivery of an Issuer Order or trade confirmation
in respect of such purchase).


 


The Investment Criteria
will not be required to be satisfied in connection with any commitment to purchase a Collateral Obligation which purchase is scheduled
to settle following the Redemption Date in connection with a Refinancing of the Secured Notes in whole with respect to which notice
of redemption has been given as set forth in Section 9.4 (and will instead be required to comply with the terms of this
Indenture as amended in connection with such Refinancing).


 




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Notwithstanding anything
herein to the contrary, the Collateral Manager may instruct the Trustee to exchange (i) a Credit Risk Obligation for any other
Credit Risk Obligations and any related Equity Securities (if any) (provided that (x) any Credit Risk Obligation to be received
by the Issuer in such exchange (1) shall not have a stated maturity later than the stated maturity of the Credit Risk Obligation
to be exchanged and (2) shall not have a lower S&P Rating than the S&P Rating of the Credit Risk Obligation to be exchanged,
(y) after giving effect to such exchange the Overcollateralization Ratio Test with respect to the Class A Notes, the Class B Notes,
the Class C Notes and the Class D Notes shall be satisfied and (z) such exchange may only occur if, in the Collateral Manager’s
reasonable business judgment, at the time of such exchange, any Credit Risk Obligation to be received by the Issuer has a better
likelihood of recovery than the Credit Risk Obligation to be exchanged), (ii) a Defaulted Obligation for any other Defaulted Obligations,
Credit Risk Obligations and/or Equity Securities (provided that, in the case of an exchange of a Defaulted Obligation for
Equity Securities, after giving effect to such exchange the Collateral Principal Amount is greater than the Reinvestment Target
Par Balance) or (iii) an Equity Security for any other Equity Securities, Credit Risk Obligations and/or Defaulted Obligations,
in each case, at any time for any other debt obligation regardless of whether such debt obligation satisfies the definition of
“Collateral Obligation” (which debt obligation, for the avoidance of doubt, will be treated as a Collateral Obligation);
provided, further that the Issuer may only acquire Equity Securities that, in the commercially reasonable judgment of the
Collateral Manager (not to be called into question as a result of subsequent events), would be considered “received in lieu
of debts previously contracted” under the Volcker Rule.


 


(i)           Investment
in Eligible Investments. Cash on deposit in any Account (other than the Payment Account) may be invested at any time (including
following the Reinvestment Period) in Eligible Investments in accordance with Article X.


 


(j)           Maturity
Amendments. The Issuer (or the Collateral Manager on the Issuer’s behalf) may not vote in favor of a Maturity Amendment
unless, as determined by the Collateral Manager:


 


(i)          (A)
the Weighted Average Life Test will be satisfied after giving effect to such Maturity Amendment or (B) if the Weighted Average
Life Test was not satisfied immediately prior to giving effect to such Maturity Amendment, the level of compliance with the Weighted
Average Life Test will be improved or maintained after giving effect to such Maturity Amendment, in each case after giving effect
to any Trading Plan in effect during the applicable Trading Plan Period; and


 


(ii)         the
following conditions are met: (A) the extended maturity date of such Collateral Obligation would not be later than two years beyond
the earliest Stated Maturity and (B) after giving effect to such Maturity Amendment not more than 2.5% of the Collateral Principal
Amount may consist of Collateral Obligations that have been subject to a Maturity Amendment and are Long-Dated Obligations.


 




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Section 12.3         Conditions
Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article XII or in connection
with the acquisition or disposition of any Asset shall be conducted on an arm’s length basis and, if effected with a Person
Affiliated with the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates
serves as investment adviser), shall be effected on terms no less favorable to the Issuer than would be the case if such Person
were not so Affiliated; provided that in the case of any Collateral Obligation sold or otherwise transferred to a Person
so Affiliated, the value thereof shall be the mid-point between the “bid” and “ask” prices to the extent
such prices are obtained from a nationally recognized independent pricing service or, if unavailable or determined by the Collateral
Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager
(so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such
Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that
an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred
to the Retention Provider pursuant to this Indenture at a price greater than the value determined pursuant to the immediately
preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price
exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from
the Retention Provider to the Issuer); provided further that, the Trustee shall have no responsibility to oversee compliance
with this paragraph by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after
the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i)
such transfer is from the BDC pursuant to the Master Loan Sale Agreements, (ii) such transfer is from an Affiliate of the BDC
or the Collateral Manager that is a bankruptcy-remote special purpose vehicle or (iii) such transfer is made in accordance with
the first proviso of this paragraph and other terms that the Collateral Manager determines, based upon advice of counsel, would
not adversely impact the conclusions set forth in the opinion of counsel relating to bankruptcy matters delivered by Dechert LLP.


 


(b)          Upon
any acquisition of a Collateral Obligation pursuant to this Article XII, all of the Issuer’s right, title and
interest to the Asset or Assets shall be Granted to the Trustee pursuant to this Indenture, such Asset or Assets shall be Delivered
to the Custodian, and, if applicable, the Custodian shall receive such Asset or Assets. The Trustee shall also receive, not later
than the Cut-Off Date, an Officer’s certificate of the Issuer containing the statements set forth in a Delivery Certificate;
provided that such requirement shall be satisfied, and such statements shall be deemed to have been made by the Issuer,
in respect of such acquisition by the delivery to the Trustee of a trade ticket pursuant to Section 1.3(t).


 


(c)          Notwithstanding
anything contained in this Article XII or Article V to the contrary, the Issuer shall have the right to effect any
sale of any Asset or purchase of any Collateral Obligation (1) with the consent of Noteholders evidencing at least (i) with
respect to purchases during the Reinvestment Period and sales during or after the Reinvestment Period, 75% of the Aggregate Outstanding
Amount of each Class of Notes and (ii) with respect to purchases after the Reinvestment Period, 100% of the Aggregate Outstanding
Amount of each Class of Notes and (2) of which each Rating Agency and the Trustee have been notified.


 




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(d)          Notwithstanding
anything contained in this Article XII or Article V to the contrary, upon the occurrence and during the continuance
of an Enforcement Event, the Issuer shall not have the right to effect any sale of any Asset or purchase of any Collateral Obligation
without the consent of a Majority of the Controlling Class.


 


ARTICLE
XIII


 


Noteholders’
Relations


 


Section 13.1         Subordination.
(a) Anything in this Indenture or the Notes to the contrary notwithstanding, the Holders of each Class of Notes that constitute
a Junior Class agree for the benefit of the Holders of the Notes of each Priority Class with respect to such Junior Class that
such Junior Class shall be subordinate and junior to the Notes of each such Priority Class to the extent and in the manner expressly
set forth in the Priority of Payments. In the event one or more Holder(s) cause(s) the filing of a petition in bankruptcy against
the Issuer prior to the expiration of the period set forth in clause (b) of this Section 13.1, any claim(s) that such Holder(s)
have against the Issuer (including under all Notes of any Class held by such Holder(s)) or with respect to any Assets (including
any proceeds thereof) shall, notwithstanding anything to the contrary in the Priority of Payments and notwithstanding any objection
to, or rescission of, such filing, be fully subordinate in right of payment to the claims of each Holder (and each other secured
creditor of the Issuer) that does not seek to cause any such filing, with such subordination being effective until all Notes (and
each claim of each other secured creditor) held by each Holder of any Note that does not seek to cause any such filing are paid
in full in accordance with the Priority of Payments set forth herein (after giving effect to such subordination). The foregoing
sentence shall constitute a “subordination agreement” within the meaning of Section 510(a) of the U.S. Bankruptcy
Code.


 


(b)          The
Holders of each Class of Notes and beneficial owners of each Class of Notes agree, for the benefit of all Holders of each Class
of Notes and beneficial owners of each Class of Notes, not to cause the filing of a petition in bankruptcy, insolvency or a similar
proceeding in the United States or any other jurisdiction against the Issuer until the payment in full of all Notes and the expiration
of a period equal to one year and one day or, if longer, the applicable preference period then in effect plus one day, following
such payment in full.


 


(c)          The
Issuer shall timely file an answer and any other appropriate pleading objecting to (i) the institution of any Proceeding in bankruptcy,
insolvency or other similar proceeding in the United States or any other jurisdiction to have the Issuer adjudicated as bankrupt
or insolvent or (ii) the filing of any petition seeking relief, reorganization, arrangement, adjustment or composition of or in
respect of the Issuer under applicable Bankruptcy Law or other applicable law.  The reasonable fees, costs, charges and expenses
incurred by the Issuer (including reasonable attorneys’ fees and expenses) in connection with taking any such action shall
be payable as “Administrative Expenses.”


 




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Section 13.2         Standard
of Conduct. In exercising any of its or their voting rights, rights to direct and consent or any other rights as a Holder
under this Indenture, a Holder or Holders shall not have any obligation or duty to any Person or to consider or take into account
the interests of any Person and shall not be liable to any Person for any action taken by it or them or at its or their direction
or any failure by it or them to act or to direct that an action be taken, without regard to whether such action or inaction benefits
or adversely affects any Holder, the Issuer, or any other Person, except for any liability to which such Holder may be subject
to the extent the same results from such Holder’s taking or directing an action, or failing to take or direct an action,
in bad faith or in violation of the express terms of this Indenture.


 


ARTICLE
XIV


 


MISCELLANEOUS


 


Section 14.1         Form
of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.


 


Any certificate or
opinion of an Officer of the Issuer or the Collateral Manager may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel (provided that such counsel is a nationally or internationally recognized
and reputable law firm, one or more of the partners of which are admitted to practice before the highest court of any State of
the United States or the District of Columbia which law firm may, except as otherwise expressly provided herein, be counsel for
the Issuer), unless such Officer knows, or should know, that the certificate or opinion or representations with respect to the
matters upon which such certificate or opinion is based are erroneous. Any such certificate of an Officer of the Issuer or the
Collateral Manager or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, the Issuer, the Collateral Manager or any other Person (on which the Trustee shall be entitled to rely),
stating that the information with respect to such factual matters is in the possession of the Issuer, the Collateral Manager or
such other Person, unless such Officer of the Issuer or the Collateral Manager or such counsel knows that the certificate or opinion
or representations with respect to such matters are erroneous. Any Opinion of Counsel may also be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an Officer of the Collateral Manager or the Issuer,
stating that the information with respect to such matters is in the possession of the Collateral Manager or the Issuer, unless
such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.


 


Where any Person is
required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one instrument.


 




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Whenever in this Indenture
it is provided that the absence of the occurrence and continuation of a Default or Event of Default is a condition precedent
to the taking of any action by the Trustee at the request or direction of the Issuer, then notwithstanding that the satisfaction
of such condition is a condition precedent to the Issuer’s right to make such request or direction, the Trustee shall be
protected in acting in accordance with such request or direction if it does not have knowledge of the occurrence and continuation
of such Default or Event of Default as provided in Section 6.1(d).


 


The Bank (in any capacity
under the Transaction Documents) agrees to accept and act upon instructions or directions pursuant to the Transaction Documents
sent by unsecured email or facsimile transmission or other similar unsecured electronic methods; provided that any Person
providing such instructions or directions shall provide to the Bank an incumbency certificate listing authorized persons designated
to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted
from the listing. If such person elects to give the Bank email or facsimile instructions (or instructions by a similar electronic
method) and the Bank in its discretion elects to act upon such instructions, the Bank’s reasonable understanding of such
instructions shall be deemed controlling. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly
from the Bank’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or
being inconsistent with a subsequent written instruction. Any Person providing such instructions agrees to assume all risks arising
out of the use of such electronic methods to submit instructions and directions to the Bank, including without limitation the risk
of the Bank acting on unauthorized instructions accompanied by an incumbency certificate, and the risk of interception and misuse
by third parties. Any Person providing such instructions acknowledges and agrees that there may be more secure methods of transmitting
such instructions than the method(s) selected by such Person and agrees that the security procedures (if any) to be followed in
connection with such Person’s transmission of such instructions provide to it a commercially reasonable degree of protection
in light of its particular needs and circumstances.


 


Section 14.2         Acts
of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Issuer, if made in the manner provided in this Section 14.2.


 


(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee reasonably
deems sufficient.


 


(c)          The
principal amount or face amount, as the case may be, and registered numbers of Notes held by any Person, and the date of such Person’s
holding the same, shall be proved by the Register or shall be provided by certification by such Holder.


 




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(d)          Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder
(and any transferee thereof) of such and of every Note issued upon the registration thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether
or not notation of such action is made upon such Note.


 


(e)          Notwithstanding
anything herein to the contrary, a holder of a beneficial interest in a Global Note will have the right to receive access to reports
on the Trustee’s website and will be entitled to exercise rights to vote, give consents and directions which holders of the
related Class of Notes are entitled to give under this Indenture upon delivery of a beneficial ownership certificate (a “Beneficial
Ownership Certificate”) to the Trustee which certifies (i) that such Person is a beneficial owner of an interest in a
Global Note, (ii) the amount and Class of Notes so owned, and (iii) that such Person will notify the Trustee when it sells all
or a portion of its beneficial interest in such Class of Notes. A separate Beneficial Ownership Certificate must be delivered each
time any such vote, consent or direction is given; provided that, nothing shall prevent the Trustee from requesting additional
information and documentation with respect to any such beneficial owner; provided further that the Trustee shall be entitled
to conclusively rely on the accuracy and the currency of each Beneficial Ownership Certificate and shall not be required to obtain
any further information in this regard.


 


Section 14.3         Notices,
etc., to Trustee, the Issuer, the Collateral Manager, the Initial Purchaser, the Collateral Administrator, the Paying Agent and
each Rating Agency. (a) Any request, demand, authorization, direction, instruction, order, notice, consent, waiver or Act
of Noteholders or other documents or communication provided or permitted by this Indenture to be made upon, given, e-mailed or
furnished to, or filed with:


 


(i)          the
Trustee shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified
mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery, by electronic
mail, or by facsimile in legible form, to the Trustee addressed to it at its applicable Corporate Trust Office, or at any other
address previously furnished in writing to the other parties hereto by the Trustee, and executed by a Responsible Officer of the
entity sending such request, demand, authorization, direction, instruction, order, notice, consent, waiver or other document; provided
that any demand, authorization, direction, instruction, order, notice, consent, waiver or other document sent to U.S. Bank National
Association (in any capacity hereunder) will be deemed effective only upon receipt thereof by U.S. Bank National Association;


 


(ii)         the
Issuer shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Issuer addressed
to it at c/o Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 or at any other address previously
furnished in writing to the other parties hereto by the Issuer, with a copy to the Collateral Manager at its address below;


 




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(iii)        the
Initial Purchaser shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered,
sent by overnight courier service or by telecopy in legible form, addressed to Morgan Stanley & Co. LLC, 1585 Broadway, New
York, New York 10036, Attention: Managing Director, CLO Group or at any other address previously furnished in writing to the Issuer
and the Trustee by the Initial Purchaser;


 


(iv)        the
Collateral Administrator shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid,
hand delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Administrator addressed to
it at the Corporate Trust Office or at any other address previously furnished in writing to the other parties hereto;


 


(v)         the
Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand
delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at 150
South Wacker Drive, Suite 800, Chicago, Illinois 60606, or at any other address previously furnished in writing to the parties
hereto;


 


(vi)        the
Rating Agencies shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing
and mailed, first class postage prepaid, hand delivered, sent by overnight courier service to each Rating Agency addressed to it
at, in the case of Fitch, by email to cdo.surveillance@fitchratings.com, and in the case of S&P, Standard & Poor’s,
55 Water Street, 41st Floor, New York, New York 10041-0003 or by facsimile in legible form to facsimile no.: (212) 438-2655,
Attention: Structured Credit – CDO Surveillance or by electronic copy to CDO_Surveillance@spglobal.com; provided that
(x) in respect of any application for a credit estimate by S&P in respect of a Collateral Obligation, Information must be submitted
to creditestimates@spglobal.com, (y) in respect of any document or notice sent to S&P pursuant to Section 7.18(c), such
document or notice must be submitted to CDOEffectiveDatePortfolios@spglobal.com and (z) in respect of any request to S&P relating
to the S&P CDO Monitor, such request must be submitted to CDOMonitor@spglobal.com; and


 


(b)          If
any provision herein calls for any notice or document to be delivered simultaneously to the Trustee and any other Person, the Trustee’s
receipt of such notice or document shall entitle the Trustee to assume that such notice or document was delivered to such other
Person or entity unless otherwise expressly specified herein.


 


(c)          Notwithstanding
any provision to the contrary contained herein or in any agreement or document related thereto, any report, statement or other
information required to be provided by the Issuer or the Trustee may be provided by providing access to a website containing
such information.


 




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Section 14.4         Notices
to Holders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of
any event,


 


(a)          such
notice shall be sufficiently given to Holders if in writing and mailed, first class postage prepaid, or by overnight delivery service
(or, in the case of Holders of Global Secured Notes, e-mailed to DTC), to each Holder affected by such event, at the address of
such Holder as it appears in the Register, not earlier than the earliest date and not later than the latest date prescribed for
the giving of such notice; and


 


(b)          such
notice shall be in the English language.


 


Such notices will be
deemed to have been given on the date of such mailing.


 


Notwithstanding clause
(a) above, a Holder may give the Trustee a written notice that it is requesting that notices to it be given by electronic
mail or by facsimile transmissions and stating the electronic mail address or facsimile number for such transmission. Thereafter,
the Trustee shall give notices to such Holder by electronic mail or facsimile transmission, as so requested; provided that
if such notice also requests that notices be given by mail, then such notice shall also be given by mail in accordance with clause
(a) above. Notices for Holders may also be posted to the Trustee’s internet website.


 


Subject to the requirements
of Section 14.15, the Trustee will deliver to the Holders any information or notice relating to this Indenture in the possession
of the Trustee and requested to be so delivered by at least 25% of the Holders of any Class of Notes (by Aggregate Outstanding
Amount), at the expense of the Issuer; provided that the Trustee may decline to send any such notice that it reasonably
determines to be contrary to (i) any of the terms of this Indenture, (ii) any duty or obligation that the Trustee may have hereunder
or (iii) applicable law. The Trustee may require the requesting Holders to comply with its standard verification policies in order
to confirm Noteholder status. The Trustee shall have no liability for such disclosure or, subject to its duties herein, the accuracy
thereof.


 


Neither the failure
to mail any notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. In case by reason of the suspension of regular mail service as a result of a strike, work stoppage
or similar activity or by reason of any other cause it shall be impracticable to give such notice by mail of any event to Holders
when such notice is required to be given pursuant to any provision of this Indenture, then such notification to Holders as shall
be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 




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Section 14.5         Effect
of Headings and Table of Contents. The Article and Section headings herein (including those used in cross-references
herein) and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


Section 14.6        Successors
and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed
or not.


 


Section 14.7         Severability.
If any term, provision, covenant or condition of this Indenture or the Notes, or the application thereof to any party hereto or
any circumstance, is held to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any relevant jurisdiction),
the remaining terms, provisions, covenants and conditions of this Indenture or the Notes, modified by the deletion of the unenforceable,
invalid or illegal portion (in any relevant jurisdiction), will continue in full force and effect, and such unenforceability,
invalidity, or illegality will not otherwise affect the enforceability, validity or legality of the remaining terms, provisions,
covenants and conditions of this Indenture or the Notes, as the case may be, so long as this Indenture or the Notes, as the case
may be, as so modified continues to express, without material change, the original intentions of the parties as to the subject
matter hereof and the deletion of such portion of this Indenture or the Notes, as the case may be, will not substantially impair
the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise
be conferred upon the parties.


 


Section 14.8         Benefits
of Indenture. Except as otherwise expressly set forth in this Indenture, nothing herein or in the Notes, expressed or implied,
shall give to any Person, other than the parties hereto and their successors hereunder, the Collateral Manager, the Collateral
Administrator, the Holders of the Notes and (to the extent provided herein) the other Secured Parties any benefit or any legal
or equitable right, remedy or claim under this Indenture.


 


Section 14.9         Legal
Holidays. If the date of any Payment Date, Redemption Date or Stated Maturity shall not be a Business Day, then notwithstanding
any other provision of the Notes or this Indenture, payment need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of any such Payment Date, Redemption Date or Stated
Maturity date.


 


Section 14.10       Governing
Law. This Indenture shall be construed in accordance with, and this Indenture and any matters arising out of or relating in
any way whatsoever to this Indenture (whether in contract, tort or otherwise), shall be governed by, the law of the State of New
York.


 


Section 14.11       Submission
to Jurisdiction. With respect to any suit, action or proceedings relating to this Indenture or any matter between the parties
arising under or in connection with this Indenture (“Proceedings”), each party irrevocably: (i) submits
to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and the United
States District Court for the Southern District of New York, and any appellate court from any thereof; and (ii) waives any
objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim
that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such
Proceedings, that such court does not have any jurisdiction over such party. Nothing herein precludes any of the parties from
bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions preclude
the bringing of Proceedings in any other jurisdiction.


 




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Section 14.12      Waiver
of Jury Trial. EACH OF THE ISSUER, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i) certifies that no representative, agent or attorney
of the other has represented, expressly or otherwise, that the other would not, in the event of a Proceeding, seek to enforce
the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Indenture by, among other things,
the mutual waivers and certifications in this paragraph.


 


Section 14.13       Counterparts.
This Indenture (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including
by e-mail (.pdf) or facsimile transmission), each of which will be deemed an original, and all of which together constitute one
and the same instrument. Delivery of an executed counterpart signature page of this Indenture by e-mail (.pdf) or facsimile shall
be effective as delivery of a manually executed counterpart of this Indenture.


 


Section 14.14       Acts
of Issuer. Any report, information, communication, request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or performed by the Issuer shall be effective if given or performed by the Issuer
or by the Collateral Manager on the Issuer’s behalf.


 


The Issuer agrees to
coordinate with the Collateral Manager with respect to any communication to a Rating Agency and to comply with the provisions of
this Section 14.14 and Section 14.16, unless otherwise agreed to in writing by the Collateral Manager.


 




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Section 14.15       Confidential
Information. (a) The Trustee, the Collateral Administrator and each Holder or beneficial owner of Notes will maintain the
confidentiality of all Confidential Information in accordance with procedures adopted by such Person in good faith to protect
Confidential Information of third parties delivered to such Person; provided that such Person may deliver or disclose Confidential
Information to: (i) such Person’s directors, trustees, officers, employees, agents, attorneys and affiliates who agree
to hold confidential the Confidential Information substantially in accordance with the terms of this Section 14.15
and to the extent such disclosure is reasonably required for the administration of this Indenture, the matters contemplated hereby
or the investment represented by the Notes; (ii) such Person’s legal advisors, financial advisors and other professional
advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 14.15
and to the extent such disclosure is reasonably required for the administration of this Indenture, the matters contemplated
hereby or the investment represented by the Notes; (iii) any other Holder or beneficial owner of Notes, or any of the other parties
to this Indenture, the Collateral Management Agreement or the Collateral Administration Agreement; (iv) except for Specified
Obligor Information, any Person of the type that would be, to such Person’s knowledge, permitted to acquire Notes in accordance
with the requirements of Section 2.5 hereof to which such Person sells or offers to sell any such Note or any
part thereof; (v) except for Specified Obligor Information, any other Person from which such former Person offers to purchase
any security of the Issuer; (vi) any federal or state or other regulatory, governmental or judicial authority having jurisdiction
over such Person; (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about the investment portfolio of such Person, reinsurers and liquidity
and credit providers that agree to hold confidential the Confidential Information substantially in accordance with this Section 14.15;
(viii)  Fitch or S&P (subject to Section 14.16); (ix) any other Person with the consent of the Issuer and
the Collateral Manager; or (x) any other Person to which such delivery or disclosure may be necessary or appropriate (A) to
effect compliance with any law, rule, regulation or order applicable to such Person, (B) in response to any subpoena or other
legal process (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law), (C) in
connection with any litigation to which such Person is a party (unless prohibited by applicable law, rule, order or decree or
other requirement having the force of law), (D) if an Event of Default has occurred and is continuing, to the extent such
Person may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection
of the rights and remedies under the Notes or this Indenture or (E) in the Trustee’s or Collateral Administrator’s
performance of its obligations under this Indenture, the Collateral Administration Agreement or other transaction document related
thereto; and provided that delivery to the Holders or beneficial owners of Notes or to the accountants by the Trustee or
the Collateral Administrator of any report of information required by the terms of this Indenture to be provided to Holders or
beneficial owners of Notes or to the accountants shall not be a violation of this Section 14.15. Each Holder or beneficial
owner of Notes will, by its acceptance of its Note, be deemed to have agreed, except as set forth in clauses (vi), (vii) and
(x) above, that it shall use the Confidential Information for the sole purpose of making an investment in the Notes or administering
its investment in the Notes; and that the Trustee and the Collateral Administrator shall neither be required nor authorized to
disclose to Holders or beneficial owners of Notes any Confidential Information in violation of this Section 14.15.
In the event of any required disclosure of the Confidential Information by such Holder or beneficial owner, such Holder or beneficial
owner will, by its acceptance of its Note, be deemed to have agreed to use reasonable efforts to protect the confidentiality of
the Confidential Information. Each Holder or beneficial owner of a Note, by its acceptance of a Note, will be deemed to have agreed
to be bound by and to be entitled to the benefits of this Section 14.15 (subject to Section 7.17(e)).


 


(b)          For
the purposes of this Section 14.15, (A) “Confidential Information” means information delivered to
the Trustee, the Collateral Administrator or any Holder or beneficial owner of Notes by or on behalf of the Issuer in connection
with and relating to the transactions contemplated by or otherwise pursuant to this Indenture (including, without limitation, information
relating to Obligors); provided that such term does not include information that: (i) was publicly known or otherwise
known to the Trustee, the Collateral Administrator or such Holder or beneficial owner prior to the time of such disclosure; (ii) subsequently
becomes publicly known through no act or omission by the Trustee, the Collateral Administrator, any Holder or beneficial owner
of Notes or any Person acting on behalf of the Trustee, the Collateral Administrator or any Holder or beneficial owner of Notes;
(iii) otherwise is known or becomes known to the Trustee, the Collateral Administrator or any Holder or beneficial owner of
Notes other than (x) through disclosure by the Issuer or (y) to the knowledge of the Trustee, the Collateral Administrator,
a Holder or a beneficial owner of Notes, as the case may be, in each case after reasonable inquiry, as a result of the breach of
a fiduciary duty to the Issuer or a contractual duty to the Issuer; or (iv) is allowed to be treated as non-confidential by
consent of the Issuer; and (B) “Specified Obligor Information” means Confidential Information relating to Obligors
that is not otherwise included in the Monthly Reports or Distribution Reports.


 




    	 	-234-	 



     


    

 


(c)           Notwithstanding
the foregoing, the Trustee and the Collateral Administrator may disclose Confidential Information to the extent disclosure thereof
may be required by law or by any regulatory or governmental authority and the Trustee and the Collateral Administrator may disclose
on a confidential basis any Confidential Information to its agents, attorneys and auditors in connection with the performance of
its responsibilities hereunder.


 


Section 14.16        Liability
of Issuer. Communications with the Rating Agencies. If the Issuer shall receive any written or oral communication from
any Rating Agency (or any of their respective officers, directors or employees) with respect to the transactions contemplated
hereby or under the Transaction Documents or in any way relating to the Notes, the Issuer agrees to refrain from communicating
with such Rating Agency and to promptly (and, in any event, within one Business Day) notify the Collateral Manager of such communication.
The Issuer agrees that in no event shall it engage in any oral or written communication with respect to the transactions contemplated
hereby or under the Transaction Documents or in any way relating to the Notes with any Rating Agency (or any of their respective
officers, directors or employees) without the participation of the Collateral Manager, unless otherwise agreed to in writing by
the Collateral Manager. For the avoidance of doubt, nothing in this Section 14.16 shall prohibit the Trustee from making
available on its internet website the Monthly Reports, Distribution Reports and other notices or documentation relating to the
Notes or this Indenture. For the avoidance of doubt, the Accountants’ Reports or reports prepared by the Independent accountants
pursuant to this Indenture (or information received, orally or in writing, about the contents of such reports) shall not be disclosed
or distributed to the Rating Agencies. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited
form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment, will be provided by the Independent
accountants to the Issuer who will post such Form 15-E on the 17g-5 website.


 


Section 14.17       Notices
to S&P; Rule 17g-5 Procedures. (a) To enable the Rating Agencies to comply with their obligations under Rule 17g-5, the
Issuer shall post on a password-protected internet website, at the same time such information is provided to the Rating Agencies,
all information (which shall not include any Effective Date Report, Accountants’ Report or report prepared by the Independent
accountants pursuant to this Indenture) the Issuer provides to the Rating Agencies for the purposes of determining the initial
credit rating of the Notes or undertaking credit rating surveillance of the Notes. In the case of information provided for the
purposes of undertaking credit rating surveillance of the Notes, such information shall be posted on a password protected internet
website in accordance with the procedures set forth in Section 14.17(b).


 




    	 	-235-	 



     


    

 


(b)          To
the extent that a Rating Agency makes an inquiry or initiates communications with the Issuer, the Collateral Manager, the Collateral
Administrator or the Trustee that is relevant to such Rating Agency’s credit rating surveillance of the Secured Notes, all
responses to such inquiries or communications from such Rating Agency shall be formulated in writing by the responding party or
its representative or advisor and shall be provided to the Information Agent who shall promptly forward such written response to
the Issuer’s Website in accordance with the procedures set forth in Section 14.17(d) and the Collateral Administration
Agreement and such responding party or its representative or advisor may provide such response to such Rating Agency and to the
extent that any of the Issuer, the Collateral Manager, the Collateral Administrator or the Trustee is required to provide any information
to, or communicate with, any Rating Agency in accordance with its obligations under this Indenture or the Collateral Management
Agreement, the Issuer, the Collateral Manager, the Collateral Administrator or the Trustee, as applicable (or their respective
representatives or advisors), shall provide such information or communication to the Information Agent by e-mail at GolubCapBDCIII17G5@usbank.com,
which the Information Agent shall promptly forward to the Issuer’s Website in accordance with the procedures set forth in
Section 14.17(d) and the Collateral Administration Agreement.


 


(c)          Subject
to Section 14.16 hereof, the Issuer, the Collateral Manager, the Collateral Administrator and the Trustee (and their respective
representatives and advisors) shall be permitted (but shall not be required) to orally communicate with the Rating Agencies regarding
any Collateral Obligation or the Notes; provided, that such party summarizes the information provided to the Rating Agencies
in such communication and provides the Information Agent with such summary in accordance with the procedures set forth in this
Section 14.17 and the Collateral Administration Agreement within one Business Day of such communication taking place.
The Information Agent shall forward such summary to the Issuer’s Website in accordance with the procedures set forth in Section
14.17(d).


 


(d)          All
information to be made available to the Rating Agencies pursuant to this Section 14.17 shall be forwarded by the Information
Agent for posting on the Issuer’s Website pursuant to the Collateral Administration Agreement. Information will be posted
on the same Business Day of receipt provided that such information is received by 12:00 p.m. (Eastern time) or, if received
after 12:00 p.m. (Eastern time), on the next Business Day. The Information Agent shall have no obligation or duty to verify, confirm
or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction or otherwise
is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, the
Issuer may remove it from the Issuer’s Website. None of the Trustee, the Collateral Manager, the Collateral Administrator
and the Information Agent shall have obtained or shall be deemed to have obtained actual knowledge of any information solely due
to receipt and posting to the Issuer’s Website. Access to the Issuer’s Website will be provided by the Issuer to (A)
any NRSRO (other than the Rating Agencies) upon receipt by the Issuer and the Information Agent of an NRSRO Certification in the
form of Exhibit E hereto (which may be submitted electronically via the Issuer’s Website) and (B) the Rating Agencies,
without submission of an NRSRO Certification.


 




    	 	-236-	 



     


    

 


(e)           None
of the Issuer, the Trustee, or the Collateral Manager shall be responsible or liable for any delays caused by the failure of the
Information Agent to forward the applicable response to the Issuer’s Website.


 


(f)           Notwithstanding
the requirements of this Section 14.17, neither the Trustee nor the Collateral Administrator shall have any obligation to
engage in, or respond to, any inquiry or oral communications from any Rating Agency. Neither the Trustee nor the Collateral Administrator
shall be responsible for maintaining the Issuer’s Website, posting information on the Issuer’s Website or assuring
that the Issuer’s Website complies with the requirements of this Indenture, Rule 17g-5, or any other law or regulation. In
no event shall the Trustee, the Information Agent or the Collateral Administrator be deemed to make any representation as to the
content of the Issuer’s Website (other than with respect to the Information Agent, to the extent such content was prepared
by the Information Agent) or with respect to compliance by the Issuer’s Website with this Indenture, Rule 17g-5 or any other
law or regulation.


 


(g)           In
connection with providing access to the Issuer’s Website, the Issuer may require registration and the acceptance of a disclaimer.
The Information Agent shall not be liable for the dissemination of information in accordance with the terms of this Indenture and
the Collateral Administration Agreement and makes no representations or warranties as to the accuracy or completeness of such information
being made available, and assumes no responsibility for such information. The Information Agent shall not be liable for its failure
to make any information available to the Rating Agencies or NRSROs unless such information was delivered to the Information Agent
at the email address set forth herein, with a subject heading of “Golub Capital BDC CLO III LLC” and sufficient detail
to indicate that such information is required to be posted on the Issuer’s Website.


 


(h)          Notwithstanding
anything therein to the contrary, the maintenance by the Trustee of the website described in Section 10.7(g) shall not be
deemed as compliance by or on behalf of the Issuer with Rule 17g-5 or other law or regulation related thereto.


 


(i)            Notwithstanding
anything to the contrary in this Indenture (including, without limitation, Section 5.1), any failure by the Issuer or any
other Person to comply with the provisions of this Section 14.17 shall not constitute an Event of Default or breach of this
Indenture, the Collateral Management Agreement or any other agreement, and the Holders and the holders of any beneficial interests
in the Notes shall have no rights with respect thereto or under this Section 14.17. This Section 14.17 may be amended
or modified by agreement of the Collateral Manager, the Issuer, the Trustee, the Information Agent and the Rating Agencies, without
the consent of any Noteholders or any other Person.


 


(j)            In
accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form, will be provided by the Independent
accountants to the Issuer who will post such Form 15-E on the 17g-5 website.


 




    	 	-237-	 



     


    

 


Section 14.18       Proceedings.
Each purchaser, beneficial owner and subsequent transferee of a Note will be deemed by its purchase to acknowledge and agree as
follows: (i) (a) the express terms of this Indenture govern the rights of the Noteholders to direct the commencement of a Proceeding
against any person, (b) this Indenture contains limitations on the rights of the Noteholders to direct the commencement of any
such Proceeding, and (c) each Noteholder shall comply with such express terms if it seeks to direct the commencement of any such
Proceeding; (ii) there are no implied rights under this Indenture to direct the commencement of any such Proceeding; and (iii)
notwithstanding any provision of this Indenture, or any provision of the Notes, or of the Collateral Administration Agreement
or of any other agreement, the Issuer shall be under no duty or obligation of any kind to the Noteholders, or any of them, to
institute any legal or other proceedings of any kind, against any person or entity, including, without limitation, the Trustee,
the Collateral Manager, the Collateral Administrator or the Calculation Agent.


 


ARTICLE
XV


 


Assignment
Of Certain Agreements


 


Section 15.1         Assignment
of Collateral Management Agreement. (a) The Issuer hereby acknowledges that its Grant pursuant to the first Granting Clause hereof
includes all of the Issuer’s estate, right, title and interest in, to and under the Collateral Management Agreement, including
(i) the right to give all notices, consents and releases thereunder, (ii) the right to give all notices of termination
and to take any legal action upon the breach of an obligation of the Collateral Manager thereunder, including the commencement,
conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents,
releases and statements thereunder and (iv) the right to do any and all other things whatsoever that the Issuer is or may
be entitled to do thereunder; provided that notwithstanding anything herein to the contrary, the Trustee shall not have
the authority to exercise any of the rights set forth in (i) through (iv) above or that may otherwise arise as a result
of the Grant until the occurrence of an Event of Default hereunder and such authority shall terminate at such time, if any, as
such Event of Default is cured or waived. From and after the occurrence and continuance of an Event of Default, the Collateral
Manager shall continue to perform and be bound by the provisions of the Collateral Management Agreement and this Indenture applicable
thereto.


 


(b)          The
assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or
diminish the obligations of the Issuer under the provisions of the Collateral Management Agreement, nor shall any of the obligations
contained in the Collateral Management Agreement be imposed on the Trustee at any time, including following the resignation or
removal of the Collateral Manager.


 


(c)          Upon
the retirement of the Notes, the payment of all amounts required to be paid pursuant to the Priority of Payments and the release
of the Assets from the lien of this Indenture, this assignment and all rights herein assigned to the Trustee for the benefit of
the Noteholders shall cease and terminate and all the estate, right, title and interest of the Trustee in, to and under the Collateral
Management Agreement shall revert to the Issuer and no further instrument or act shall be necessary to evidence such termination
and reversion.


 




    	 	-238-	 



     


    

 


(d)          The
Issuer represents that, as of the date hereof, the Issuer has not executed any other assignment of the Collateral Management Agreement.


 


(e)          The
Issuer agrees that this assignment is irrevocable, and that it will not take any action which is inconsistent with this assignment
or make any other assignment inconsistent herewith. The Issuer will, from time to time, execute all instruments of further assurance
and all such supplemental instruments with respect to this assignment as may be necessary to continue and maintain the effectiveness
of such assignment.


 


(f)           The
Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Collateral Manager in the Collateral Management
Agreement, to the following:


 


(i)          The
Collateral Manager shall consent to the provisions of this assignment and agree to perform any provisions of this Indenture applicable
to the Collateral Manager subject to the terms (including the Collateral Manager Standard) of the Collateral Management Agreement.


 


(ii)         The
Collateral Manager shall acknowledge that the Issuer is assigning all of its right, title and interest in, to and under the Collateral
Management Agreement to the Trustee as representative of the Noteholders and the Collateral Manager shall agree that all of the
representations, covenants and agreements made by the Collateral Manager in the Collateral Management Agreement are also for the
benefit of the Trustee.


 


(iii)        The
Collateral Manager shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or
required to be delivered by the Collateral Manager to the Issuer pursuant to the Collateral Management Agreement.


 


(iv)        Except
as otherwise set forth herein and therein (including pursuant to Section 9 of the Collateral Management Agreement), the Collateral
Manager shall continue to serve as Collateral Manager under the Collateral Management Agreement notwithstanding that the Collateral
Manager shall not have received amounts due it under the Collateral Management Agreement because sufficient funds were not then
available hereunder to pay such amounts in accordance with the Priority of Payments set forth under Section 11.1. The
Collateral Manager agrees not to cause the filing of a petition in bankruptcy against the Issuer for the nonpayment of the fees
or other amounts payable by the Issuer to the Collateral Manager under the Collateral Management Agreement until the payment in
full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable
preference period and one day, following such payment. Nothing in this Section 15.1 shall preclude, or be deemed to
stop, the Collateral Manager (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 Collateral Manager, 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.


 




    	 	-239-	 



     


    

 


(v)         Except
with respect to transactions contemplated by Section 5 of the Collateral Management Agreement, if the Collateral Manager determines
that it or any of its Affiliates has a conflict of interest between the Holder of any Note and any other account or portfolio for
which the Collateral Manager or any of its Affiliates is serving as investment adviser which relates to any action to be taken
with respect to any Asset, then the Collateral Manager will give written notice briefly describing such conflict and the action
it proposes to take to the Trustee, who shall promptly forward such notice to the relevant Holder. The provisions of this clause
(vi) shall not apply to any transaction permitted by the terms of the Collateral Management Agreement.


 


(vi)        On
each Measurement Date on which the S&P CDO Monitor Test is used, the Collateral Manager on behalf of the Issuer will measure
compliance under such test.


 


(g)          The
Issuer and the Trustee agree that the Collateral Manager shall be a third party beneficiary of this Indenture, and shall be entitled
to rely upon and enforce such provisions of this Indenture to the same extent as if it were a party hereto.


 


(h)          Upon
a Trust Officer of 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 two Business Days thereafter,
forward such notice to the Noteholders (as their names appear in the Register).


 


[Signature Pages Follow]


 




    	 	-240-	 



     


    

 


IN WITNESS WHEREOF,
we have set our hands as of the day and year first written above.


 


	 	GOLUB CAPITAL BDC CLO III LLC,
	 	as Issuer
	 	 	 
	 	By:	Golub Capital BDC, Inc.,
	 	 	its designated manager
	 	 	 
	 	By:	 /s/ Ross A. Teune
	 	 	Name: Ross A. Teune
	 	 	Title: Chief Financial Officer


 




     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, 
	 	as Trustee
	 	 	 
	 	By:	 /s/ Elaine P. Mah
	 	 	Name: Elaine P. Mah
	 	 	Title: Senior Vice President


 




     


     


    

 


Schedule 1


 


List of Collateral Obligations


 




    	 	S-1-1	 



     


    

 


Schedule 2


S&P Industry Classifications


 


	
        Asset Type 

        
	 	Description
	1020000	 	Energy Equipment and Services
	1030000	 	Oil, Gas and Consumable Fuels
	1033403	 	Mortgage Real Estate Investment Trusts (REITs)
	2020000	 	Chemicals
	2030000	 	Construction Materials
	2040000	 	Containers and Packaging
	2050000	 	Metals and Mining
	2060000	 	Paper and Forest Products
	3020000	 	Aerospace and Defense
	3030000	 	Building Products 
	3040000	 	Construction & Engineering
	3050000	 	Electrical Equipment
	3060000	 	Industrial Conglomerates
	3070000	 	Machinery
	3080000	 	Trading Companies and Distributors
	3110000	 	Commercial Services and Supplies
	3210000	 	Air Freight and Logistics
	3220000	 	Airlines
	3230000	 	Marine
	3240000	 	Road and Rail
	3250000	 	Transportation Infrastructure
	4011000	 	Auto Components
	4020000	 	Automobiles
	4110000	 	Household Durables
	4120000	 	Leisure Products
	4130000	 	Textiles, Apparel and Luxury Goods
	4210000	 	Hotels, Restaurants and Leisure
	4300001	 	Entertainment
	4300002	 	Interactive Media and Services
	4310000	 	Media
	4410000	 	Distributors
	4420000	 	Internet and Catalog Retail
	4430000	 	Multiline Retail
	4440000	 	Specialty Retail
	5020000	 	Food and Staples Retailing
	5110000	 	Beverages
	5120000	 	Food Products
	5130000	 	Tobacco


 




    	 	S-2-1	 



     


    

 


	
        Asset Type 

        
	 	Description
	5210000	 	Household Products
	5220000	 	Personal Products
	6020000	 	Healthcare Equipment and Supplies
	6030000	 	Healthcare Providers and Services
	6110000	 	Biotechnology
	6120000	 	Pharmaceuticals
	7011000	 	Banks
	7020000	 	Thrifts and Mortgage Finance
	7110000	 	Diversified Financial Services
	7120000	 	Consumer Finance
	7130000	 	Capital Markets
	7210000	 	Insurance
	7310000	 	Real Estate Management and Development
	7311000	 	Equity Real Estate Investment Trusts (REITs)
	8030000	 	IT Services
	8040000	 	Software
	8110000	 	Communications Equipment
	8120000	 	Technology Hardware, Storage and Peripherals
	8130000	 	Electronic Equipment, Instruments and Components
	8210000	 	Semiconductors and Semiconductor Equipment
	9020000	 	Diversified Telecommunication Services
	9030000	 	Wireless Telecommunication Services
	9520000	 	Electric Utilities
	9530000	 	Gas Utilities
	9540000	 	Multi-Utilities
	9550000	 	Water Utilities
	9551701	 	Diversified Consumer Services
	9551702	 	Independent Power and Renewable Electricity Producers
	9551727	 	Life Sciences Tools & Services
	9551729	 	Health Care Technology
	9612010	 	Professional Services
	1000-1099	 	Reserved


 


	PROJECT FINANCE
	Asset Type 	 	Description
	PF1	 	Project finance:  Industrial equipment
	PF2	 	Project finance:  Leisure and gaming
	PF3	 	Project finance:  Natural resources and mining
	PF4	 	Project finance:  Oil and gas
	PF5	 	Project finance:  Power
	PF6	 	Project finance:  Public finance and real estate
	PF7	 	Project finance:  Telecommunications
	PF8	 	Project finance: Transport
	PF1000-PF1099	 	Reserved


 




    	 	S-2-2	 



     


    



 


Schedule 3


 


Moody’s
Rating Definitions


 


For purposes of this
Schedule 3 and this Indenture, the terms “Assigned Moody’s Rating” and “CFR”
mean:


 


Assigned
Moody’s Rating


 


The monitored publicly
available rating or the estimated rating expressly assigned to a debt obligation (or facility) by Moody’s that addresses
the full amount of the principal and interest promised.


 


CFR


 


With respect to an
obligor of a Collateral Obligation, if such obligor has a corporate family rating by Moody’s, then such corporate family
rating; provided that if such obligor does not have a corporate family rating by Moody’s but any entity in the obligor’s
corporate family does have a corporate family rating, then the CFR is such corporate family rating.


 


For purposes of this
Indenture, the terms Moody’s Default Probability Rating, Moody’s Rating and Moody’s Derived Rating, have the
meanings under the respective headings below.


 


With respect to any
Collateral Obligation as of any date of determination, the rating determined in accordance with the following methodology:


 


MOODY’S DEFAULT PROBABILITY RATING


 


(i)          With
respect to a Collateral Obligation, if the obligor of such Collateral Obligation has a CFR, then such CFR;


 


(ii)         With
respect to a Collateral Obligation if not determined pursuant to clause (i) above, if the obligor of such Collateral Obligation
has one or more senior unsecured obligations with an Assigned Moody’s Rating, then the Assigned Moody’s Rating on any
such obligation as selected by the Collateral Manager in its sole discretion;


 


(iii)        With
respect to a Collateral Obligation if not determined pursuant to clauses (i) or (ii) above, if the obligor of such Collateral Obligation
has one or more senior secured obligations with an Assigned Moody’s Rating, then the Moody’s rating that is one subcategory
lower than the Assigned Moody’s Rating on any such senior secured obligation as selected by the Collateral Manager in its
sole discretion;


 




    	 	S-3-1	 



     


    

 


(iv)        With
respect to a Collateral Obligation if not determined pursuant to clauses (i), (ii) or (iii) above, if a rating estimate has been
assigned to such Collateral Obligation by Moody’s upon the request of the Issuer, the Collateral Manager or an Affiliate
of the Collateral Manager, then the Moody’s Default Probability Rating is such rating estimate (subject to any applicable
rating estimate adjustment) as long as such rating estimate or a renewal for such rating estimate has been issued or provided by
Moody’s in each case within the 15 month period preceding the date on which the Moody’s Default Probability Rating
is being determined; provided that if such rating estimate has been issued or provided by Moody’s for a period (x)
longer than 12 months but not beyond 15 months, the Moody’s Default Probability Rating will be one subcategory lower than
such rating estimate and (y) beyond 15 months, the Moody’s Default Probability Rating will be deemed to be “Caa3”;


 


(v)         With
respect to any DIP Collateral Obligation, the Moody’s Default Probability Rating of such Collateral Obligation shall be the
rating which is one subcategory below the Assigned Moody’s Rating of such DIP Collateral Obligation;


 


(vi)        With
respect to a Collateral Obligation if not determined pursuant to any of clauses (i) through (v) above and at the election of the
Collateral Manager, the Moody’s Derived Rating; and


 


(vii)       With
respect to a Collateral Obligation if not determined pursuant to any of clauses (i) through (vi) above, the Collateral Obligation
will be deemed to have a Moody’s Default Probability Rating of “Caa3.”


 


MOODY’S
RATING


 


(i)          With
respect to a Collateral Obligation that is a Senior Secured Loan:


 


(A)        if
such Collateral Obligation has an Assigned Moody’s Rating, such Assigned Moody’s Rating;


 


(B)         if
such Collateral Obligation does not have an Assigned Moody’s Rating but the obligor of such Collateral Obligation has a CFR,
then the Moody’s rating that is one subcategory higher than such CFR;


 


(C)         if
neither clause (A) nor (B) above apply, if such Collateral Obligation does not have an Assigned Moody’s Rating but the obligor
of such Collateral Obligation has one or more senior unsecured obligations with an Assigned Moody’s Rating, then the Moody’s
rating that is two subcategories higher than the Assigned Moody’s Rating on any such obligation as selected by the Collateral
Manager in its sole discretion;


 


(D)         if
none of clauses (A) through (C) above apply, at the election of the Collateral Manager, the Moody’s Derived Rating; and


 


(E)         if
none of clauses (A) through (D) above apply, the Collateral Obligation will be deemed to have a Moody’s Rating of “Caa3”;
and


 


(ii)         With
respect to a Collateral Obligation other than a Senior Secured Loan:


 


(A)         if
such Collateral Obligation has an Assigned Moody’s Rating, such Assigned Moody’s Rating;


 




    	 	S-3-2	 



     


    

 


(B)         if
such Collateral Obligation does not have an Assigned Moody’s Rating but the obligor of such Collateral Obligation has one
or more senior unsecured obligations with an Assigned Moody’s Rating, then the Assigned Moody’s Rating on any such
obligation as selected by the Collateral Manager in its sole discretion;


 


(C)         if
neither clause (A) nor (B) above apply, if such Collateral Obligation does not have an Assigned Moody’s Rating but the obligor
of such Collateral Obligation has a CFR, then the Moody’s rating that is one subcategory lower than such CFR;


 


(D)         if
none of clauses (A), (B) or (C) above apply, if such Collateral Obligation does not have an Assigned Moody’s Rating but the
obligor of such Collateral Obligation has one or more subordinated debt obligations with an Assigned Moody’s Rating, then
the Moody’s rating that is one subcategory higher than the Assigned Moody’s Rating on any such obligation as selected
by the Collateral Manager in its sole discretion;


 


(E)         if
none of clauses (A) through (D) above apply, at the election of the Collateral Manager, the Moody’s Derived Rating; and


 


(F)         if
none of clauses (A) through (E) above apply, the Collateral Obligation will be deemed to have a Moody’s Rating of “Caa3.”


 


MOODY’S
DERIVED RATING


 


With respect to a Collateral
Obligation whose Moody’s Rating or Moody’s Default Probability Rating cannot otherwise be determined pursuant to the
definitions thereof, such Moody’s Rating or Moody’s Default Probability Rating shall be determined as set forth below:


 


(i)          By
using one of the methods provided below:


 


(A)         if
such Collateral Obligation is rated by S&P, then the Moody’s Rating and Moody’s Default Probability Rating (as
applicable) of such Collateral Obligation will be determined, at the election of the Collateral Manager, in accordance with the
methodology set forth in the following table below:


 


	Type of Collateral
 Obligation	 	S&P Rating (Public
 and Monitored)	 	Collateral
 Obligation Rated
 by S&P	 	Number of
 Subcategories
 Relative to
 Moody’s
 Equivalent of
 S&P Rating
	Not Structured Finance Obligation	 	> “BBB-”	 	Not a Loan or Participation Interest in Loan	 	-1



 




    	 	S-3-3	 



     


    

 


	Type of Collateral
 Obligation	 	S&P Rating (Public
 and Monitored)	 	Collateral
 Obligation Rated
 by S&P	 	Number of
 Subcategories
 Relative to
 Moody’s
 Equivalent of
 S&P Rating
	Not Structured Finance Obligation	 	<“BB+”	 	Not a Loan or Participation Interest in Loan	 	-2
	Not Structured Finance Obligation	 	 	 	Loan or Participation Interest in Loan	 	-2



 


(B)         if
such Collateral Obligation is not rated by S&P but another security or obligation of the obligor has a public and monitored
rating by S&P (a “parallel security”), then the rating of such parallel security will at the election of
the Collateral Manager be determined in accordance with the table set forth in subclause (i)(A) above, and the Moody’s Derived
Rating for purposes of the definitions of Moody’s Rating and Moody’s Default Probability Rating (as applicable) of
such Collateral Obligation will be determined in accordance with the methodology set forth in the following table (for such purposes
treating the parallel security as if it were rated by Moody’s at the rating determined pursuant to this subclause (i)(B)):


 


	Obligation Category of Rated
 Obligation	 	Rating of Rated
 Obligation	 	Number of Subcategories
 Relative to Rated
 Obligation Rating
	Senior secured obligation	 	greater than or equal to B2	 	-1
	Senior secured obligation	 	less than B2	 	-2
	Subordinated obligation	 	greater than or equal to B3	 	+1
	Subordinated obligation	 	less than B3	 	0



 


or


 


(C)         if
such Collateral Obligation is a DIP Collateral Obligation, no Moody’s Derived Rating may be determined based on a rating
by S&P or any other rating agency.


 


 




    	 	S-3-4	 



     


    

 


(ii)         If
not determined pursuant to clause (i) above and such Collateral Obligation is not rated by Moody’s or S&P and no other
security or obligation of the issuer of such Collateral Obligation is rated by Moody’s or S&P, and if Moody’s has
been requested by the Issuer, the Collateral Manager or the issuer of such Collateral Obligation to assign a rating or rating estimate
with respect to such Collateral Obligation but such rating or rating estimate has not been received, pending receipt of such rating
or rating estimate, the Moody’s Derived Rating of such Collateral Obligation for purposes of the definitions of Moody’s
Rating or Moody’s Default Probability Rating shall be (A) “B3” if the Collateral Manager certifies to the Trustee
and the Collateral Administrator that the Collateral Manager believes that such rating or rating estimate shall be at least “B3”
and if the Aggregate Principal Balance of Collateral Obligations determined pursuant to this clause (ii)(A) and clause (i) above
does not exceed 5% of the Collateral Principal Amount or (B) otherwise, “Caa3.”


 





For purposes of the definitions of “Moody’s Default
Probability Rating”, “Moody’s Derived Rating” and “Moody’s Rating”, any credit estimate
assigned by Moody’s shall expire one year from the date such estimate was issued; provided that, for purposes of
any calculation under this Indenture, if Moody’s fails to renew for any reason a credit estimate for a previously acquired
Collateral Obligation thereunder on or before such one-year anniversary (which may be extended at Moody’s option to the
extent the annual audited financial statements for the Obligor have not yet been received), after the Issuer or the Collateral
Manager on the Issuer’s behalf has submitted to Moody’s all information that the Issuer or the Collateral Manager
believed in good faith was required to provide such renewal, (1) the Issuer for a period of 60 days will continue using the previous
credit estimate assigned by Moody’s with respect to such Collateral Obligation until such time as Moody’s renews the
credit estimate for such Collateral Obligation and (2) after 60 days but before Moody’s renews the credit estimate for such
Collateral Obligation, the Collateral Obligation will be deemed to have a Moody’s rating of “Caa3.”


 




    	 	S-3-5	 



     


    

 


Schedule 4


 


S&P RECOVERY RATE TABLES


 


1.          


 


(a)            (i)         If
a Collateral Obligation has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Obligation shall be determined
as follows (taking into account, for any Collateral Obligation with an S&P Recovery Rating of “1” through “6”,
the recovery range indicated in the S&P published report therefor):


 





	S&P
 Recovery
 Rating
 of a
 Collateral
 Obligation	 	Recovery
 Estimate
 (%)* from
 S&P 
 published
 reports**	 	 	Initial Liability Rating	 
	 	 	 	 	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and
 below	 
	1+	 	 	100	 	 	 	75.00	%	 	 	85.00	%	 	 	88.00	%	 	 	90.00	%	 	 	92.00	%	 	 	95.00	%
	1	 	 	95	 	 	 	70.00	%	 	 	80.00	%	 	 	84.00	%	 	 	87.50	%	 	 	91.00	%	 	 	95.00	%
	1	 	 	90	 	 	 	65.00	%	 	 	75.00	%	 	 	80.00	%	 	 	85.00	%	 	 	90.00	%	 	 	95.00	%
	2	 	 	85	 	 	 	62.50	%	 	 	72.50	%	 	 	77.50	%	 	 	83.00	%	 	 	88.00	%	 	 	92.00	%
	2	 	 	80	 	 	 	60.00	%	 	 	70.00	%	 	 	75.00	%	 	 	81.00	%	 	 	86.00	%	 	 	89.00	%
	2	 	 	75	 	 	 	55.00	%	 	 	65.00	%	 	 	70.50	%	 	 	77.00	%	 	 	82.50	%	 	 	84.00	%
	2	 	 	70	 	 	 	50.00	%	 	 	60.00	%	 	 	66.00	%	 	 	73.00	%	 	 	79.00	%	 	 	79.00	%
	3	 	 	65	 	 	 	45.00	%	 	 	55.00	%	 	 	61.00	%	 	 	68.00	%	 	 	73.00	%	 	 	74.00	%
	3	 	 	60	 	 	 	40.00	%	 	 	50.00	%	 	 	56.00	%	 	 	63.00	%	 	 	67.00	%	 	 	69.00	%
	3	 	 	55	 	 	 	35.00	%	 	 	45.00	%	 	 	51.00	%	 	 	58.00	%	 	 	63.00	%	 	 	64.00	%
	3	 	 	50	 	 	 	30.00	%	 	 	40.00	%	 	 	46.00	%	 	 	53.00	%	 	 	59.00	%	 	 	59.00	%
	4	 	 	45	 	 	 	28.50	%	 	 	37.50	%	 	 	44.00	%	 	 	49.50	%	 	 	53.50	%	 	 	54.00	%
	4	 	 	40	 	 	 	27.00	%	 	 	35.00	%	 	 	42.00	%	 	 	46.00	%	 	 	48.00	%	 	 	49.00	%
	4	 	 	35	 	 	 	23.50	%	 	 	30.50	%	 	 	37.50	%	 	 	42.50	%	 	 	43.50	%	 	 	44.00	%
	4	 	 	30	 	 	 	20.00	%	 	 	26.00	%	 	 	33.00	%	 	 	39.00	%	 	 	39.00	%	 	 	39.00	%
	5	 	 	25	 	 	 	17.50	%	 	 	23.00	%	 	 	28.50	%	 	 	32.50	%	 	 	33.50	%	 	 	34.00	%
	5	 	 	20	 	 	 	15.00	%	 	 	20.00	%	 	 	24.00	%	 	 	26.00	%	 	 	28.00	%	 	 	29.00	%
	5	 	 	15	 	 	 	10.00	%	 	 	15.00	%	 	 	19.50	%	 	 	22.50	%	 	 	23.50	%	 	 	24.00	%
	5	 	 	10	 	 	 	5.00	%	 	 	10.00	%	 	 	15.00	%	 	 	19.00	%	 	 	19.00	%	 	 	19.00	%
	6	 	 	5	 	 	 	3.50	%	 	 	7.00	%	 	 	10.50	%	 	 	13.50	%	 	 	14.00	%	 	 	14.00	%
	6	 	 	0	 	 	 	2.00	%	 	 	4.00	%	 	 	6.00	%	 	 	8.00	%	 	 	9.00	%	 	 	9.00	%
	 	 	 	 	 	 	 	Recovery rate





 


*             The
recovery estimate from S&P’s published reports for a given loan is rounded down to the nearest 5%.


 


**           If a recovery estimate
is not available from S&P’s published reports for a given loan with an S&P Recovery Rating of ‘1’ through
‘6’, the lower estimate for the applicable recovery rating will be assumed.


 


(ii)         If
(x) a Collateral Obligation does not have an S&P Recovery Rating and such Collateral Obligation is a senior unsecured
loan or second lien loan and (y) the issuer of such Collateral Obligation has issued another debt instrument that is outstanding
and senior to such Collateral Obligation (a “Senior Secured Debt Instrument”)  that has an S&P Recovery
Rating, the S&P Recovery Rate for such Collateral Obligation shall be determined as follows:


 




    	 	S-4-1	 



     


    

 


For Collateral Obligations Domiciled in Group A


 


	S&P Recovery Rating
 of the Senior Secured
 Debt Instrument	 	Initial Liability Rating	 
	 	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and below	 
	1+	 	 	18	%	 	 	20	%	 	 	23	%	 	 	26	%	 	 	29	%	 	 	31	%
	1	 	 	18	%	 	 	20	%	 	 	23	%	 	 	26	%	 	 	29	%	 	 	31	%
	2	 	 	18	%	 	 	20	%	 	 	23	%	 	 	26	%	 	 	29	%	 	 	31	%
	3	 	 	12	%	 	 	15	%	 	 	18	%	 	 	21	%	 	 	22	%	 	 	23	%
	4	 	 	5	%	 	 	8	%	 	 	11	%	 	 	13	%	 	 	14	%	 	 	15	%
	5	 	 	2	%	 	 	4	%	 	 	6	%	 	 	8	%	 	 	9	%	 	 	10	%
	6	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%
	 	 	 	Recovery rate	 





 


For Collateral Obligations Domiciled in Group B


 


	S&P Recovery Rating
 of the Senior Secured
 Debt Instrument	 	Initial Liability Rating	 
	 	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and below	 
	1+	 	 	13	%	 	 	16	%	 	 	18	%	 	 	21	%	 	 	23	%	 	 	25	%
	1	 	 	13	%	 	 	16	%	 	 	18	%	 	 	21	%	 	 	23	%	 	 	25	%
	2	 	 	13	%	 	 	16	%	 	 	18	%	 	 	21	%	 	 	23	%	 	 	25	%
	3	 	 	8	%	 	 	11	%	 	 	13	%	 	 	15	%	 	 	16	%	 	 	17	%
	4	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%
	5	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%
	6	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%
	 	 	 	Recovery rate	 




 


For Collateral Obligations Domiciled in Group C


 


	S&P Recovery Rating
 of the Senior Secured
 Debt Instrument	 	Initial Liability Rating	 
	 	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and below	 
	1+	 	 	10	%	 	 	12	%	 	 	14	%	 	 	16	%	 	 	18	%	 	 	20	%
	1	 	 	10	%	 	 	12	%	 	 	14	%	 	 	16	%	 	 	18	%	 	 	20	%
	2	 	 	10	%	 	 	12	%	 	 	14	%	 	 	16	%	 	 	18	%	 	 	20	%
	3	 	 	5	%	 	 	7	%	 	 	9	%	 	 	10	%	 	 	11	%	 	 	12	%
	4	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%
	5	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%
	6	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%
	 	 	 	Recovery rate	 




 




    	 	S-4-2	 



     


    

 


(iii)        If
(x) a Collateral Obligation does not have an S&P Recovery Rating and such Collateral Obligation is a subordinated loan
or subordinated bond and (y) the issuer of such Collateral Obligation has issued a Senior Secured Debt Instrument that has
an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Obligation shall be determined as follows:


 


For Collateral Obligations Domiciled in Groups A and B


 


	S&P Recovery Rating
 of the Senior Secured
 Debt Instrument	 	Initial Liability Rating	 
	 	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and below	 
	1+	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%
	1	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%
	2	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%
	3	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%
	4	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%
	5	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%
	6	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%
	 	 	 	Recovery rate	 




 


For Collateral Obligations Domiciled in Group C


 


	S&P Recovery Rating
 of the Senior Secured
 Debt Instrument	 	Initial Liability Rating	 
	 	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and below	 
	1+	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%
	1	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%
	2	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%
	3	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%	 	 	2	%
	4	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%
	5	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%
	6	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%	 	 	-	%
	 	 	 	Recovery rate	 




 


(b)          If
a recovery rate cannot be determined using clause (a), the recovery rate shall be determined using the following table.


 




    	 	S-4-3	 



     


    

 


Recovery rates for Obligors Domiciled in Group A, B or C:


 


	Priority Category	 	Initial Liability Rating	 
	 	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB”	 	 	“BB”	 	 	“B” and
 “CCC”	 
	Senior Secured Loans (other than First-Lien Last-Out Loans)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group A	 	 	50	%	 	 	55	%	 	 	59	%	 	 	63	%	 	 	75	%	 	 	79	%
	Group B	 	 	39	%	 	 	42	%	 	 	46	%	 	 	49	%	 	 	60	%	 	 	63	%
	Group C	 	 	17	%	 	 	19	%	 	 	27	%	 	 	29	%	 	 	31	%	 	 	34	%
	Senior Secured Loans (Cov-Lite Loans), Senior Secured Bonds	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group A	 	 	41	%	 	 	46	%	 	 	49	%	 	 	53	%	 	 	63	%	 	 	67	%
	Group B	 	 	32	%	 	 	35	%	 	 	39	%	 	 	41	%	 	 	50	%	 	 	53	%
	Group C	 	 	17	%	 	 	19	%	 	 	27	%	 	 	29	%	 	 	31	%	 	 	34	%
	Senior Syndicated Secured Loans (other than Cov-Lite Loans)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group A	 	 	33.3	%	 	 	40	%	 	 	45.3	%	 	 	50.7	%	 	 	66.7	%	 	 	72	%
	Group B	 	 	18.7	%	 	 	22.7	%	 	 	28	%	 	 	32	%	 	 	46.7	%	 	 	50.7	%
	Group C	 	 	10	%	 	 	12	%	 	 	14	%	 	 	16	%	 	 	18	%	 	 	20	%
	Second Lien Loans, First-Lien Last-Out Loans, Unsecured Loans, Senior Syndicated Secured Loans (Cov-Lite Loans)*, Senior Unsecured Bonds	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group A	 	 	18	%	 	 	20	%	 	 	23	%	 	 	26	%	 	 	29	%	 	 	31	%
	Group B	 	 	13	%	 	 	16	%	 	 	18	%	 	 	21	%	 	 	23	%	 	 	25	%
	Group C	 	 	10	%	 	 	12	%	 	 	14	%	 	 	16	%	 	 	18	%	 	 	20	%
	Subordinated Loans, Subordinated Bonds	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group A	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%
	Group B	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%	 	 	8	%
	Group C	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%	 	 	5	%
	 	 	 	Recovery rate	 




 


Group A: Australia, Austria,
Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Japan, Luxembourg, The Netherlands, Norway, Poland,
Portugal, Singapore, Spain, Sweden, Switzerland, U.K. and United States of America


Group B: Brazil, Dubai International
Finance Centre, Greece, Italy, Mexico, South Africa, Turkey and United Arab Emirates


Group C: India, Indonesia, Kazakhstan,
Russia, Ukraine and Vietnam


 


Notwithstanding the
foregoing, for purposes of determining the S&P Recovery Rate of a Collateral Obligation that is a Senior Secured Loan (including
any Cov-Lite Loan) secured solely or primarily by common stock or other equity interests, such Collateral Obligation shall be deemed
to be an Unsecured Loan.


 


		*	Solely for the purpose of
determining the S&P Recovery Rate for such loan, the Aggregate Principal Balance of all First-Lien Last-Out Loans, Unsecured
Loans and Second Lien Loans that, in the aggregate, represent up to 15% of the Collateral Principal Amount shall have the S&P
Recovery Rate specified for First-Lien Last-Out Loans, Unsecured Loans and Second Lien Loans in the table above and the Aggregate
Principal Balance of all First-Lien Last-Out Loans, Unsecured Loans and Second Lien Loans in excess of 15% of the Collateral Principal
Amount shall have the S&P Recovery Rate specified for Subordinated Loans in the table above.



 




    	 	S-4-4	 



     


    

 


2.          S&P
CDO Monitor


 


	Liability
 Rating	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB-”	 	 	“BB”	 
	Weighted	 	 	35.00	 	 	 	40.00	 	 	 	45.00	 	 	 	50.00	 	 	 	55.00	 
	Average S&P	 	 	35.10	 	 	 	40.10	 	 	 	45.10	 	 	 	50.10	 	 	 	55.10	 
	Recovery Rate	 	 	35.20	 	 	 	40.20	 	 	 	45.20	 	 	 	50.20	 	 	 	55.20	 
	 	 	 	35.30	 	 	 	40.30	 	 	 	45.30	 	 	 	50.30	 	 	 	55.30	 
	 	 	 	35.40	 	 	 	40.40	 	 	 	45.40	 	 	 	50.40	 	 	 	55.40	 
	 	 	 	35.50	 	 	 	40.50	 	 	 	45.50	 	 	 	50.50	 	 	 	55.50	 
	 	 	 	35.60	 	 	 	40.60	 	 	 	45.60	 	 	 	50.60	 	 	 	55.60	 
	 	 	 	35.70	 	 	 	40.70	 	 	 	45.70	 	 	 	50.70	 	 	 	55.70	 
	 	 	 	35.80	 	 	 	40.80	 	 	 	45.80	 	 	 	50.80	 	 	 	55.80	 
	 	 	 	35.90	 	 	 	40.90	 	 	 	45.90	 	 	 	50.90	 	 	 	55.90	 
	 	 	 	36.00	 	 	 	41.00	 	 	 	46.00	 	 	 	51.00	 	 	 	56.00	 
	 	 	 	36.10	 	 	 	41.10	 	 	 	46.10	 	 	 	51.10	 	 	 	56.10	 
	 	 	 	36.20	 	 	 	41.20	 	 	 	46.20	 	 	 	51.20	 	 	 	56.20	 
	 	 	 	36.30	 	 	 	41.30	 	 	 	46.30	 	 	 	51.30	 	 	 	56.30	 
	 	 	 	36.40	 	 	 	41.40	 	 	 	46.40	 	 	 	51.40	 	 	 	56.40	 
	 	 	 	36.50	 	 	 	41.50	 	 	 	46.50	 	 	 	51.50	 	 	 	56.50	 
	 	 	 	36.60	 	 	 	41.60	 	 	 	46.60	 	 	 	51.60	 	 	 	56.60	 
	 	 	 	36.70	 	 	 	41.70	 	 	 	46.70	 	 	 	51.70	 	 	 	56.70	 
	 	 	 	36.80	 	 	 	41.80	 	 	 	46.80	 	 	 	51.80	 	 	 	56.80	 
	 	 	 	36.90	 	 	 	41.90	 	 	 	46.90	 	 	 	51.90	 	 	 	56.90	 
	 	 	 	37.00	 	 	 	42.00	 	 	 	47.00	 	 	 	52.00	 	 	 	57.00	 
	 	 	 	37.10	 	 	 	42.10	 	 	 	47.10	 	 	 	52.10	 	 	 	57.10	 
	 	 	 	37.20	 	 	 	42.20	 	 	 	47.20	 	 	 	52.20	 	 	 	57.20	 
	 	 	 	37.30	 	 	 	42.30	 	 	 	47.30	 	 	 	52.30	 	 	 	57.30	 
	 	 	 	37.40	 	 	 	42.40	 	 	 	47.40	 	 	 	52.40	 	 	 	57.40	 
	 	 	 	37.50	 	 	 	42.50	 	 	 	47.50	 	 	 	52.50	 	 	 	57.50	 
	 	 	 	37.60	 	 	 	42.60	 	 	 	47.60	 	 	 	52.60	 	 	 	57.60	 
	 	 	 	37.70	 	 	 	42.70	 	 	 	47.70	 	 	 	52.70	 	 	 	57.70	 
	 	 	 	37.80	 	 	 	42.80	 	 	 	47.80	 	 	 	52.80	 	 	 	57.80	 
	 	 	 	37.90	 	 	 	42.90	 	 	 	47.90	 	 	 	52.90	 	 	 	57.90	 
	 	 	 	38.00	 	 	 	43.00	 	 	 	48.00	 	 	 	53.00	 	 	 	58.00	 
	 	 	 	38.10	 	 	 	43.10	 	 	 	48.10	 	 	 	53.10	 	 	 	58.10	 
	 	 	 	38.20	 	 	 	43.20	 	 	 	48.20	 	 	 	53.20	 	 	 	58.20	 
	 	 	 	38.30	 	 	 	43.30	 	 	 	48.30	 	 	 	53.30	 	 	 	58.30	 
	 	 	 	38.40	 	 	 	43.40	 	 	 	48.40	 	 	 	53.40	 	 	 	58.40	 
	 	 	 	38.50	 	 	 	43.50	 	 	 	48.50	 	 	 	53.50	 	 	 	58.50	 
	 	 	 	38.60	 	 	 	43.60	 	 	 	48.60	 	 	 	53.60	 	 	 	58.60	 
	 	 	 	38.70	 	 	 	43.70	 	 	 	48.70	 	 	 	53.70	 	 	 	58.70	 
	 	 	 	38.80	 	 	 	43.80	 	 	 	48.80	 	 	 	53.80	 	 	 	58.80	 
	 	 	 	38.90	 	 	 	43.90	 	 	 	48.90	 	 	 	53.90	 	 	 	58.90	 
	 	 	 	39.00	 	 	 	44.00	 	 	 	49.00	 	 	 	54.00	 	 	 	59.00	 
	 	 	 	39.10	 	 	 	44.10	 	 	 	49.10	 	 	 	54.10	 	 	 	59.10	 
	 	 	 	39.20	 	 	 	44.20	 	 	 	49.20	 	 	 	54.20	 	 	 	59.20	 
	 	 	 	39.30	 	 	 	44.30	 	 	 	49.30	 	 	 	54.30	 	 	 	59.30	 
	 	 	 	39.40	 	 	 	44.40	 	 	 	49.40	 	 	 	54.40	 	 	 	59.40	 
	 	 	 	39.50	 	 	 	44.50	 	 	 	49.50	 	 	 	54.50	 	 	 	59.50	 
	 	 	 	39.60	 	 	 	44.60	 	 	 	49.60	 	 	 	54.60	 	 	 	59.60	 
	 	 	 	39.70	 	 	 	44.70	 	 	 	49.70	 	 	 	54.70	 	 	 	59.70	 
	 	 	 	39.80	 	 	 	44.80	 	 	 	49.80	 	 	 	54.80	 	 	 	59.80	 
	 	 	 	39.90	 	 	 	44.90	 	 	 	49.90	 	 	 	54.90	 	 	 	59.90	 
	 	 	 	40.00	 	 	 	45.00	 	 	 	50.00	 	 	 	55.00	 	 	 	60.00	 
	 	 	 	40.10	 	 	 	45.10	 	 	 	50.10	 	 	 	55.10	 	 	 	60.10	 
	 	 	 	40.20	 	 	 	45.20	 	 	 	50.20	 	 	 	55.20	 	 	 	60.20	 
	 	 	 	40.30	 	 	 	45.30	 	 	 	50.30	 	 	 	55.30	 	 	 	60.30	 
	 	 	 	40.40	 	 	 	45.40	 	 	 	50.40	 	 	 	55.40	 	 	 	60.40	 
	 	 	 	40.50	 	 	 	45.50	 	 	 	50.50	 	 	 	55.50	 	 	 	60.50	 
	 	 	 	40.60	 	 	 	45.60	 	 	 	50.60	 	 	 	55.60	 	 	 	60.60	 
	 	 	 	40.70	 	 	 	45.70	 	 	 	50.70	 	 	 	55.70	 	 	 	60.70	 
	 	 	 	40.80	 	 	 	45.80	 	 	 	50.80	 	 	 	55.80	 	 	 	60.80	 
	 	 	 	40.90	 	 	 	45.90	 	 	 	50.90	 	 	 	55.90	 	 	 	60.90	 




 




    	 	S-4-5	 



     


    

 


	Liability
 Rating	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB-”	 	 	“BB”	 
	Weighted	 	 	41.00	 	 	 	46.00	 	 	 	51.00	 	 	 	56.00	 	 	 	61.00	 
	Average S&P	 	 	41.10	 	 	 	46.10	 	 	 	51.10	 	 	 	56.10	 	 	 	61.10	 
	Recovery Rate	 	 	41.20	 	 	 	46.20	 	 	 	51.20	 	 	 	56.20	 	 	 	61.20	 
	 	 	 	41.30	 	 	 	46.30	 	 	 	51.30	 	 	 	56.30	 	 	 	61.30	 
	 	 	 	41.40	 	 	 	46.40	 	 	 	51.40	 	 	 	56.40	 	 	 	61.40	 
	 	 	 	41.50	 	 	 	46.50	 	 	 	51.50	 	 	 	56.50	 	 	 	61.50	 
	 	 	 	41.60	 	 	 	46.60	 	 	 	51.60	 	 	 	56.60	 	 	 	61.60	 
	 	 	 	41.70	 	 	 	46.70	 	 	 	51.70	 	 	 	56.70	 	 	 	61.70	 
	 	 	 	41.80	 	 	 	46.80	 	 	 	51.80	 	 	 	56.80	 	 	 	61.80	 
	 	 	 	41.90	 	 	 	46.90	 	 	 	51.90	 	 	 	56.90	 	 	 	61.90	 
	 	 	 	42.00	 	 	 	47.00	 	 	 	52.00	 	 	 	57.00	 	 	 	62.00	 
	 	 	 	42.10	 	 	 	47.10	 	 	 	52.10	 	 	 	57.10	 	 	 	62.10	 
	 	 	 	42.20	 	 	 	47.20	 	 	 	52.20	 	 	 	57.20	 	 	 	62.20	 
	 	 	 	42.30	 	 	 	47.30	 	 	 	52.30	 	 	 	57.30	 	 	 	62.30	 
	 	 	 	42.40	 	 	 	47.40	 	 	 	52.40	 	 	 	57.40	 	 	 	62.40	 
	 	 	 	42.50	 	 	 	47.50	 	 	 	52.50	 	 	 	57.50	 	 	 	62.50	 
	 	 	 	42.60	 	 	 	47.60	 	 	 	52.60	 	 	 	57.60	 	 	 	62.60	 
	 	 	 	42.70	 	 	 	47.70	 	 	 	52.70	 	 	 	57.70	 	 	 	62.70	 
	 	 	 	42.80	 	 	 	47.80	 	 	 	52.80	 	 	 	57.80	 	 	 	62.80	 
	 	 	 	42.90	 	 	 	47.90	 	 	 	52.90	 	 	 	57.90	 	 	 	62.90	 
	 	 	 	43.00	 	 	 	48.00	 	 	 	53.00	 	 	 	58.00	 	 	 	63.00	 
	 	 	 	43.10	 	 	 	48.10	 	 	 	53.10	 	 	 	58.10	 	 	 	63.10	 
	 	 	 	43.20	 	 	 	48.20	 	 	 	53.20	 	 	 	58.20	 	 	 	63.20	 
	 	 	 	43.30	 	 	 	48.30	 	 	 	53.30	 	 	 	58.30	 	 	 	63.30	 
	 	 	 	43.40	 	 	 	48.40	 	 	 	53.40	 	 	 	58.40	 	 	 	63.40	 
	 	 	 	43.50	 	 	 	48.50	 	 	 	53.50	 	 	 	58.50	 	 	 	63.50	 
	 	 	 	43.60	 	 	 	48.60	 	 	 	53.60	 	 	 	58.60	 	 	 	63.60	 
	 	 	 	43.70	 	 	 	48.70	 	 	 	53.70	 	 	 	58.70	 	 	 	63.70	 
	 	 	 	43.80	 	 	 	48.80	 	 	 	53.80	 	 	 	58.80	 	 	 	63.80	 
	 	 	 	43.90	 	 	 	48.90	 	 	 	53.90	 	 	 	58.90	 	 	 	63.90	 
	 	 	 	44.00	 	 	 	49.00	 	 	 	54.00	 	 	 	59.00	 	 	 	64.00	 
	 	 	 	44.10	 	 	 	49.10	 	 	 	54.10	 	 	 	59.10	 	 	 	64.10	 
	 	 	 	44.20	 	 	 	49.20	 	 	 	54.20	 	 	 	59.20	 	 	 	64.20	 
	 	 	 	44.30	 	 	 	49.30	 	 	 	54.30	 	 	 	59.30	 	 	 	64.30	 
	 	 	 	44.40	 	 	 	49.40	 	 	 	54.40	 	 	 	59.40	 	 	 	64.40	 
	 	 	 	44.50	 	 	 	49.50	 	 	 	54.50	 	 	 	59.50	 	 	 	64.50	 
	 	 	 	44.60	 	 	 	49.60	 	 	 	54.60	 	 	 	59.60	 	 	 	64.60	 
	 	 	 	44.70	 	 	 	49.70	 	 	 	54.70	 	 	 	59.70	 	 	 	64.70	 
	 	 	 	44.80	 	 	 	49.80	 	 	 	54.80	 	 	 	59.80	 	 	 	64.80	 
	 	 	 	44.90	 	 	 	49.90	 	 	 	54.90	 	 	 	59.90	 	 	 	64.90	 
	 	 	 	45.00	 	 	 	50.00	 	 	 	55.00	 	 	 	60.00	 	 	 	65.00	 
	 	 	 	45.10	 	 	 	50.10	 	 	 	55.10	 	 	 	60.10	 	 	 	65.10	 
	 	 	 	45.20	 	 	 	50.20	 	 	 	55.20	 	 	 	60.20	 	 	 	65.20	 
	 	 	 	45.30	 	 	 	50.30	 	 	 	55.30	 	 	 	60.30	 	 	 	65.30	 
	 	 	 	45.40	 	 	 	50.40	 	 	 	55.40	 	 	 	60.40	 	 	 	65.40	 
	 	 	 	45.50	 	 	 	50.50	 	 	 	55.50	 	 	 	60.50	 	 	 	65.50	 
	 	 	 	45.60	 	 	 	50.60	 	 	 	55.60	 	 	 	60.60	 	 	 	65.60	 
	 	 	 	45.70	 	 	 	50.70	 	 	 	55.70	 	 	 	60.70	 	 	 	65.70	 
	 	 	 	45.80	 	 	 	50.80	 	 	 	55.80	 	 	 	60.80	 	 	 	65.80	 
	 	 	 	45.90	 	 	 	50.90	 	 	 	55.90	 	 	 	60.90	 	 	 	65.90	 
	 	 	 	46.00	 	 	 	51.00	 	 	 	56.00	 	 	 	61.00	 	 	 	66.00	 
	 	 	 	46.10	 	 	 	51.10	 	 	 	56.10	 	 	 	61.10	 	 	 	66.10	 
	 	 	 	46.20	 	 	 	51.20	 	 	 	56.20	 	 	 	61.20	 	 	 	66.20	 
	 	 	 	46.30	 	 	 	51.30	 	 	 	56.30	 	 	 	61.30	 	 	 	66.30	 
	 	 	 	46.40	 	 	 	51.40	 	 	 	56.40	 	 	 	61.40	 	 	 	66.40	 
	 	 	 	46.50	 	 	 	51.50	 	 	 	56.50	 	 	 	61.50	 	 	 	66.50	 
	 	 	 	46.60	 	 	 	51.60	 	 	 	56.60	 	 	 	61.60	 	 	 	66.60	 
	 	 	 	46.70	 	 	 	51.70	 	 	 	56.70	 	 	 	61.70	 	 	 	66.70	 
	 	 	 	46.80	 	 	 	51.80	 	 	 	56.80	 	 	 	61.80	 	 	 	66.80	 
	 	 	 	46.90	 	 	 	51.90	 	 	 	56.90	 	 	 	61.90	 	 	 	66.90	 




 




    	 	S-4-6	 



     


    

 


	Liability
 Rating	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB-”	 	 	“BB”	 
	Weighted	 	 	47.00	 	 	 	52.00	 	 	 	57.00	 	 	 	62.00	 	 	 	67.00	 
	Average S&P	 	 	47.10	 	 	 	52.10	 	 	 	57.10	 	 	 	62.10	 	 	 	67.10	 
	Recovery Rate	 	 	47.20	 	 	 	52.20	 	 	 	57.20	 	 	 	62.20	 	 	 	67.20	 
	 	 	 	47.30	 	 	 	52.30	 	 	 	57.30	 	 	 	62.30	 	 	 	67.30	 
	 	 	 	47.40	 	 	 	52.40	 	 	 	57.40	 	 	 	62.40	 	 	 	67.40	 
	 	 	 	47.50	 	 	 	52.50	 	 	 	57.50	 	 	 	62.50	 	 	 	67.50	 
	 	 	 	47.60	 	 	 	52.60	 	 	 	57.60	 	 	 	62.60	 	 	 	67.60	 
	 	 	 	47.70	 	 	 	52.70	 	 	 	57.70	 	 	 	62.70	 	 	 	67.70	 
	 	 	 	47.80	 	 	 	52.80	 	 	 	57.80	 	 	 	62.80	 	 	 	67.80	 
	 	 	 	47.90	 	 	 	52.90	 	 	 	57.90	 	 	 	62.90	 	 	 	67.90	 
	 	 	 	48.00	 	 	 	53.00	 	 	 	58.00	 	 	 	63.00	 	 	 	68.00	 
	 	 	 	48.10	 	 	 	53.10	 	 	 	58.10	 	 	 	63.10	 	 	 	68.10	 
	 	 	 	48.20	 	 	 	53.20	 	 	 	58.20	 	 	 	63.20	 	 	 	68.20	 
	 	 	 	48.30	 	 	 	53.30	 	 	 	58.30	 	 	 	63.30	 	 	 	68.30	 
	 	 	 	48.40	 	 	 	53.40	 	 	 	58.40	 	 	 	63.40	 	 	 	68.40	 
	 	 	 	48.50	 	 	 	53.50	 	 	 	58.50	 	 	 	63.50	 	 	 	68.50	 
	 	 	 	48.60	 	 	 	53.60	 	 	 	58.60	 	 	 	63.60	 	 	 	68.60	 
	 	 	 	48.70	 	 	 	53.70	 	 	 	58.70	 	 	 	63.70	 	 	 	68.70	 
	 	 	 	48.80	 	 	 	53.80	 	 	 	58.80	 	 	 	63.80	 	 	 	68.80	 
	 	 	 	48.90	 	 	 	53.90	 	 	 	58.90	 	 	 	63.90	 	 	 	68.90	 
	 	 	 	49.00	 	 	 	54.00	 	 	 	59.00	 	 	 	64.00	 	 	 	69.00	 
	 	 	 	49.10	 	 	 	54.10	 	 	 	59.10	 	 	 	64.10	 	 	 	69.10	 
	 	 	 	49.20	 	 	 	54.20	 	 	 	59.20	 	 	 	64.20	 	 	 	69.20	 
	 	 	 	49.30	 	 	 	54.30	 	 	 	59.30	 	 	 	64.30	 	 	 	69.30	 
	 	 	 	49.40	 	 	 	54.40	 	 	 	59.40	 	 	 	64.40	 	 	 	69.40	 
	 	 	 	49.50	 	 	 	54.50	 	 	 	59.50	 	 	 	64.50	 	 	 	69.50	 
	 	 	 	49.60	 	 	 	54.60	 	 	 	59.60	 	 	 	64.60	 	 	 	69.60	 
	 	 	 	49.70	 	 	 	54.70	 	 	 	59.70	 	 	 	64.70	 	 	 	69.70	 
	 	 	 	49.80	 	 	 	54.80	 	 	 	59.80	 	 	 	64.80	 	 	 	69.80	 
	 	 	 	49.90	 	 	 	54.90	 	 	 	59.90	 	 	 	64.90	 	 	 	69.90	 
	 	 	 	50.00	 	 	 	55.00	 	 	 	60.00	 	 	 	65.00	 	 	 	70.00	 
	 	 	 	 	 	 	 	55.10	 	 	 	60.10	 	 	 	65.10	 	 	 	70.10	 
	 	 	 	 	 	 	 	55.20	 	 	 	60.20	 	 	 	65.20	 	 	 	70.20	 
	 	 	 	 	 	 	 	55.30	 	 	 	60.30	 	 	 	65.30	 	 	 	70.30	 
	 	 	 	 	 	 	 	55.40	 	 	 	60.40	 	 	 	65.40	 	 	 	70.40	 
	 	 	 	 	 	 	 	55.50	 	 	 	60.50	 	 	 	65.50	 	 	 	70.50	 
	 	 	 	 	 	 	 	55.60	 	 	 	60.60	 	 	 	65.60	 	 	 	70.60	 
	 	 	 	 	 	 	 	55.70	 	 	 	60.70	 	 	 	65.70	 	 	 	70.70	 
	 	 	 	 	 	 	 	55.80	 	 	 	60.80	 	 	 	65.80	 	 	 	70.80	 
	 	 	 	 	 	 	 	55.90	 	 	 	60.90	 	 	 	65.90	 	 	 	70.90	 
	 	 	 	 	 	 	 	56.00	 	 	 	61.00	 	 	 	66.00	 	 	 	71.00	 
	 	 	 	 	 	 	 	56.10	 	 	 	61.10	 	 	 	66.10	 	 	 	71.10	 
	 	 	 	 	 	 	 	56.20	 	 	 	61.20	 	 	 	66.20	 	 	 	71.20	 
	 	 	 	 	 	 	 	56.30	 	 	 	61.30	 	 	 	66.30	 	 	 	71.30	 
	 	 	 	 	 	 	 	56.40	 	 	 	61.40	 	 	 	66.40	 	 	 	71.40	 
	 	 	 	 	 	 	 	56.50	 	 	 	61.50	 	 	 	66.50	 	 	 	71.50	 
	 	 	 	 	 	 	 	56.60	 	 	 	61.60	 	 	 	66.60	 	 	 	71.60	 
	 	 	 	 	 	 	 	56.70	 	 	 	61.70	 	 	 	66.70	 	 	 	71.70	 
	 	 	 	 	 	 	 	56.80	 	 	 	61.80	 	 	 	66.80	 	 	 	71.80	 
	 	 	 	 	 	 	 	56.90	 	 	 	61.90	 	 	 	66.90	 	 	 	71.90	 




 






    	 	S-4-7	 



     


    

 


	Liability
 Rating	 	“AAA”	 	 	“AA”	 	 	“A”	 	 	“BBB-”	 	 	“BB”	 
	Weighted	 	 	 	 	 	 	57.00	 	 	 	62.00	 	 	 	67.00	 	 	 	72.00	 
	Average S&P	 	 	 	 	 	 	57.10	 	 	 	62.10	 	 	 	67.10	 	 	 	72.10	 
	Recovery Rate	 	 	 	 	 	 	57.20	 	 	 	62.20	 	 	 	67.20	 	 	 	72.20	 
	 	 	 	 	 	 	 	57.30	 	 	 	62.30	 	 	 	67.30	 	 	 	72.30	 
	 	 	 	 	 	 	 	57.40	 	 	 	62.40	 	 	 	67.40	 	 	 	72.40	 
	 	 	 	 	 	 	 	57.50	 	 	 	62.50	 	 	 	67.50	 	 	 	72.50	 
	 	 	 	 	 	 	 	57.60	 	 	 	62.60	 	 	 	67.60	 	 	 	72.60	 
	 	 	 	 	 	 	 	57.70	 	 	 	62.70	 	 	 	67.70	 	 	 	72.70	 
	 	 	 	 	 	 	 	57.80	 	 	 	62.80	 	 	 	67.80	 	 	 	72.80	 
	 	 	 	 	 	 	 	57.90	 	 	 	62.90	 	 	 	67.90	 	 	 	72.90	 
	 	 	 	 	 	 	 	58.00	 	 	 	63.00	 	 	 	68.00	 	 	 	73.00	 
	 	 	 	 	 	 	 	58.10	 	 	 	63.10	 	 	 	68.10	 	 	 	73.10	 
	 	 	 	 	 	 	 	58.20	 	 	 	63.20	 	 	 	68.20	 	 	 	73.20	 
	 	 	 	 	 	 	 	58.30	 	 	 	63.30	 	 	 	68.30	 	 	 	73.30	 
	 	 	 	 	 	 	 	58.40	 	 	 	63.40	 	 	 	68.40	 	 	 	73.40	 
	 	 	 	 	 	 	 	58.50	 	 	 	63.50	 	 	 	68.50	 	 	 	73.50	 
	 	 	 	 	 	 	 	58.60	 	 	 	63.60	 	 	 	68.60	 	 	 	73.60	 
	 	 	 	 	 	 	 	58.70	 	 	 	63.70	 	 	 	68.70	 	 	 	73.70	 
	 	 	 	 	 	 	 	58.80	 	 	 	63.80	 	 	 	68.80	 	 	 	73.80	 
	 	 	 	 	 	 	 	58.90	 	 	 	63.90	 	 	 	68.90	 	 	 	73.90	 
	 	 	 	 	 	 	 	59.00	 	 	 	64.00	 	 	 	69.00	 	 	 	74.00	 
	 	 	 	 	 	 	 	59.10	 	 	 	64.10	 	 	 	69.10	 	 	 	74.10	 
	 	 	 	 	 	 	 	59.20	 	 	 	64.20	 	 	 	69.20	 	 	 	74.20	 
	 	 	 	 	 	 	 	59.30	 	 	 	64.30	 	 	 	69.30	 	 	 	74.30	 
	 	 	 	 	 	 	 	59.40	 	 	 	64.40	 	 	 	69.40	 	 	 	74.40	 
	 	 	 	 	 	 	 	59.50	 	 	 	64.50	 	 	 	69.50	 	 	 	74.50	 
	 	 	 	 	 	 	 	59.60	 	 	 	64.60	 	 	 	69.60	 	 	 	74.60	 
	 	 	 	 	 	 	 	59.70	 	 	 	64.70	 	 	 	69.70	 	 	 	74.70	 
	 	 	 	 	 	 	 	59.80	 	 	 	64.80	 	 	 	69.80	 	 	 	74.80	 
	 	 	 	 	 	 	 	59.90	 	 	 	64.90	 	 	 	69.90	 	 	 	74.90	 
	 	 	 	 	 	 	 	60.00	 	 	 	65.00	 	 	 	70.00	 	 	 	75.00	 




 


For purposes of calculating
the Collateral Quality Tests, DIP Collateral Obligations will be treated as having an S&P Recovery Rate equal to the S&P
Recovery Rate for Senior Secured Loan.


 


The applicable weighted
average spread will be the spread between 2.50% and 7.00% (in increments of .01%) without exceeding the Weighted Average Floating
Spread (determined for purposes of this definition as if all Discount Obligations instead constituted Collateral Obligations that
are not Discount Obligations) as of such Measurement Date.


 




    	 	S-4-8	 



     


    

 


3.          S&P
Default Rate.


 


	Maturity	 	S&P Rating	 
	(years)	 	“AAA”	 	 	“AA+”	 	 	“AA”	 	 	“AA-”	 	 	“A+”	 	 	“A”	 	 	“A-”	 	 	“BBB+”	 	 	“BBB”	 	 	“BBB-”	 
	0	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 
	1	 	 	0.00003249168014	 	 	 	0.00008324133473	 	 	 	0.00017658665685	 	 	 	0.00049442537636	 	 	 	0.00100435283385	 	 	 	0.00198335724928	 	 	 	0.00305284013092	 	 	 	0.00403669389141	 	 	 	0.00461619431140	 	 	 	0.00524293676951	 
	2	 	 	0.00015699160323	 	 	 	0.00036996201042	 	 	 	0.00073622429264	 	 	 	0.00139938458667	 	 	 	0.00257399573659	 	 	 	0.00452472002175	 	 	 	0.00667328704185	 	 	 	0.00892888699405	 	 	 	0.01091718533602	 	 	 	0.01445988981952	 
	3	 	 	0.00041483816094	 	 	 	0.00091325396687	 	 	 	0.00172278071294	 	 	 	0.00276840924859	 	 	 	0.00474538444138	 	 	 	0.00770505273372	 	 	 	0.01100045166236	 	 	 	0.01484174712870	 	 	 	0.01895695617364	 	 	 	0.02702053897092	 
	4	 	 	0.00084783735367	 	 	 	0.00176280787635	 	 	 	0.00317752719845	 	 	 	0.00464897370222	 	 	 	0.00755268739144	 	 	 	0.01158808027690	 	 	 	0.01613532092160	 	 	 	0.02186031844418	 	 	 	0.02867799361424	 	 	 	0.04229668376188	 
	5	 	 	0.00149745582951	 	 	 	0.00296441043902	 	 	 	0.00513748509964	 	 	 	0.00708173062555	 	 	 	0.01102407117753	 	 	 	0.01621845931443	 	 	 	0.02213969353901	 	 	 	0.03000396020915	 	 	 	0.03994693333519	 	 	 	0.05969442574039	 
	6	 	 	0.00240402335808	 	 	 	0.00455938301677	 	 	 	0.00763414909529	 	 	 	0.01009969303017	 	 	 	0.01517930050335	 	 	 	0.02162162838004	 	 	 	0.02903924108898	 	 	 	0.03924150737171	 	 	 	0.05258484100533	 	 	 	0.07867653829083	 
	7	 	 	0.00360598844688	 	 	 	0.00658408410672	 	 	 	0.01069265583311	 	 	 	0.01372767418503	 	 	 	0.02002861319041	 	 	 	0.02780489164645	 	 	 	0.03682872062425	 	 	 	0.04950544130466	 	 	 	0.06639096774184	 	 	 	0.09877441995809	 
	8	 	 	0.00513925203265	 	 	 	0.00906952567554	 	 	 	0.01433135028927	 	 	 	0.01798206028262	 	 	 	0.02557255249779	 	 	 	0.03475933634592	 	 	 	0.04547803679069	 	 	 	0.06070419602795	 	 	 	0.08116014268566	 	 	 	0.11959163544802	 
	9	 	 	0.00703659581067	 	 	 	0.01204112355275	 	 	 	0.01856168027847	 	 	 	0.02287090497830	 	 	 	0.03180245322497	 	 	 	0.04246223104848	 	 	 	0.05493831311597	 	 	 	0.07273225514177	 	 	 	0.09669462876962	 	 	 	0.14080159863536	 
	10	 	 	0.00932721558018	 	 	 	0.01551858575581	 	 	 	0.02338835025976	 	 	 	0.02839429962031	 	 	 	0.03870134053607	 	 	 	0.05087961844696	 	 	 	0.06514747149521	 	 	 	0.08547803540196	 	 	 	0.11281151957447	 	 	 	0.16214168796922	 
	11	 	 	0.01203636450979	 	 	 	0.01951593238045	 	 	 	0.02880967203295	 	 	 	0.03454495951708	 	 	 	0.04624506060805	 	 	 	0.05996888869754	 	 	 	0.07603506151831	 	 	 	0.09882975172219	 	 	 	0.12934675905433	 	 	 	0.18340556287277	 
	12	 	 	0.01518510638111	 	 	 	0.02404163416342	 	 	 	0.03481805774334	 	 	 	0.04130896444852	 	 	 	0.05440351149008	 	 	 	0.06968118682835	 	 	 	0.08752624592744	 	 	 	0.11267955488484	 	 	 	0.14615674128289	 	 	 	0.20443491679272	 
	13	 	 	0.01879017477837	 	 	 	0.02909885294571	 	 	 	0.04140060854110	 	 	 	0.04866659574161	 	 	 	0.06314188127197	 	 	 	0.07996356467179	 	 	 	0.09954495300396	 	 	 	0.12692626165773	 	 	 	0.16311827279155	 	 	 	0.22511145500583	 
	14	 	 	0.02286393094556	 	 	 	0.03468576536752	 	 	 	0.04853975984763	 	 	 	0.05659321964303	 	 	 	0.07242183059306	 	 	 	0.09076083242049	 	 	 	0.11201626713245	 	 	 	0.14147698429601	 	 	 	0.18012750134259	 	 	 	0.24534954734253	 
	15	 	 	0.02741441064319	 	 	 	0.04079595071314	 	 	 	0.05621395127849	 	 	 	0.06506017556120	 	 	 	0.08220257939344	 	 	 	0.10201709768991	 	 	 	0.12486815855274	 	 	 	0.15624793193058	 	 	 	0.19709825519910	 	 	 	0.26508976972438	 
	16	 	 	0.03244544875941	 	 	 	0.04741882448743	 	 	 	0.06439829575802	 	 	 	0.07403563681456	 	 	 	0.09244187501892	 	 	 	0.11367700243875	 	 	 	0.13803266284923	 	 	 	0.17116461299395	 	 	 	0.21396010509223	 	 	 	0.28429339437018	 
	17	 	 	0.03795686957738	 	 	 	0.05454010071015	 	 	 	0.07306522817054	 	 	 	0.08348542006155	 	 	 	0.10309683146543	 	 	 	0.12568668220692	 	 	 	0.15144661780260	 	 	 	0.18616162353298	 	 	 	0.23065635817821	 	 	 	0.30293779563441	 
	18	 	 	0.04394473036551	 	 	 	0.06214226778788	 	 	 	0.08218511899319	 	 	 	0.09337372717552	 	 	 	0.11412463860794	 	 	 	0.13799447984096	 	 	 	0.16505205534227	 	 	 	0.20118216540699	 	 	 	0.24714211642608	 	 	 	0.32101268824753	 
	19	 	 	0.05040160622073	 	 	 	0.07020506494637	 	 	 	0.09172684273858	 	 	 	0.10366380975952	 	 	 	0.12548314646638	 	 	 	0.15055144894628	 	 	 	0.17879633320753	 	 	 	0.21617740303414	 	 	 	0.26338247665982	 	 	 	0.33851709269878	 
	20	 	 	0.05731690474411	 	 	 	0.07870594841153	 	 	 	0.10165829471868	 	 	 	0.11431855172602	 	 	 	0.13713133355595	 	 	 	0.16331168219788	 	 	 	0.19263207693491	 	 	 	0.23110573813940	 	 	 	0.27935091127019	 	 	 	0.35545691796023	 
	21	 	 	0.06467720005315	 	 	 	0.08762053868981	 	 	 	0.11194685266377	 	 	 	0.12530096944489	 	 	 	0.14902967068053	 	 	 	0.17623249751025	 	 	 	0.20651698936614	 	 	 	0.24593205864939	 	 	 	0.29502784323211	 	 	 	0.37184305725693	 
	22	 	 	0.07246657674287	 	 	 	0.09692304233146	 	 	 	0.12255978214336	 	 	 	0.13657463200185	 	 	 	0.16114039259518	 	 	 	0.18927451178181	 	 	 	0.22041357278348	 	 	 	0.26062699982603	 	 	 	0.31039941302623	 	 	 	0.38768990320407	 
	23	 	 	0.08066697561510	 	 	 	0.10658664340514	 	 	 	0.13346458660563	 	 	 	0.14810400624971	 	 	 	0.17342769013874	 	 	 	0.20240162811085	 	 	 	0.23428879835930	 	 	 	0.27516624211807	 	 	 	0.32545642561659	 	 	 	0.40301420123877	 
	24	 	 	0.08925853423660	 	 	 	0.11658386153875	 	 	 	0.14462930424521	 	 	 	0.15985473272686	 	 	 	0.18585783500387	 	 	 	0.21558095845599	 	 	 	0.24811374891951	 	 	 	0.28952986021038	 	 	 	0.34019346068715	 	 	 	0.41783417301371	 
	25	 	 	0.09821991660962	 	 	 	0.12688687477491	 	 	 	0.15602275489727	 	 	 	0.17179383930879	 	 	 	0.19839924848505	 	 	 	0.22878269995493	 	 	 	0.26186325396763	 	 	 	0.30370173060440	 	 	 	0.35460812735415	 	 	 	0.43216885327770	 
	26	 	 	0.10752862740247	 	 	 	0.13746780665156	 	 	 	0.16761474080616	 	 	 	0.18388989978303	 	 	 	0.21102252449299	 	 	 	0.24197997968242	 	 	 	0.27551553032431	 	 	 	0.31766900011297	 	 	 	0.36870044445001	 	 	 	0.44603759426533	 
	27	 	 	0.11716130726647	 	 	 	0.14829897785967	 	 	 	0.17937620549285	 	 	 	0.19611314451375	 	 	 	0.22370041596552	 	 	 	0.25514867959937	 	 	 	0.28905183739534	 	 	 	0.33142161435353	 	 	 	0.38247232845686	 	 	 	0.45945970060372	 
	28	 	 	0.12709400674022	 	 	 	0.15935312356895	 	 	 	0.19127935510379	 	 	 	0.20843553008938	 	 	 	0.23640779262780	 	 	 	0.26826725084491	 	 	 	0.30245615277997	 	 	 	0.34495190323981	 	 	 	0.39592717273876	 	 	 	0.47245416525357	 
	29	 	 	0.13730243710320	 	 	 	0.17060357806895	 	 	 	0.20329774661513	 	 	 	0.22083077440588	 	 	 	0.24912157691632	 	 	 	0.28131652434167	 	 	 	0.31571487147424	 	 	 	0.35825421926124	 	 	 	0.40906950354635	 	 	 	0.48503948316705	 
	30	 	 	0.14776219728465	 	 	 	0.18202442877234	 	 	 	0.21540634713369	 	 	 	0.23327436309552	 	 	 	0.26182066381869	 	 	 	0.29427952288898	 	 	 	0.32881653013776	 	 	 	0.37132462374109	 	 	 	0.42190470013462	 	 	 	0.49723352433811	 
	 	 	 	Default Rate	 





 




    	 	S-4-9	 



     


    

 


	Maturity	 	S&P Rating	 
	(years)	 	“BB+”	 	 	“BB”	 	 	“BB-”	 	 	“B+”	 	 	“B”	 	 	“B-”	 	 	“CCC+”	 	 	“CCC”	 	 	“CCC-”	 
	0	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 	 	 	0.00000000000000	 
	1	 	 	0.01051626951540	 	 	 	0.02109451063219	 	 	 	0.02600238218261	 	 	 	0.03221175349449	 	 	 	0.07848052027128	 	 	 	0.10882127346154	 	 	 	0.15688600485092	 	 	 	0.20494983870945	 	 	 	0.25301274610780	 
	2	 	 	0.02499656454519	 	 	 	0.04644347602378	 	 	 	0.05872070298984	 	 	 	0.07597534275765	 	 	 	0.14781993688588	 	 	 	0.20010197918490	 	 	 	0.28039819269931	 	 	 	0.34622676009875	 	 	 	0.40104827389528	 
	3	 	 	0.04296728984267	 	 	 	0.07475880167357	 	 	 	0.09536299437344	 	 	 	0.12379110105596	 	 	 	0.20934989256384	 	 	 	0.27616831728107	 	 	 	0.37429808873546	 	 	 	0.44486182623555	 	 	 	0.49823180926143	 
	4	 	 	0.06375706489973	 	 	 	0.10488372919304	 	 	 	0.13369966912307	 	 	 	0.17163869422120	 	 	 	0.26396576049049	 	 	 	0.33956728434721	 	 	 	0.44585490662468	 	 	 	0.51602827454518	 	 	 	0.56644893859712	 
	5	 	 	0.08664543568793	 	 	 	0.13586821436722	 	 	 	0.17214556293531	 	 	 	0.21748448101304	 	 	 	0.31246336178428	 	 	 	0.39272129824310	 	 	 	0.50135334884654	 	 	 	0.56922984826034	 	 	 	0.61661406997870	 
	6	 	 	0.11095356236080	 	 	 	0.16697806761620	 	 	 	0.20966482949668	 	 	 	0.26041061250789	 	 	 	0.35559617193298	 	 	 	0.43770644618830	 	 	 	0.54540770782673	 	 	 	0.61035699119403	 	 	 	0.65491579211460	 
	7	 	 	0.13609032486632	 	 	 	0.19767400297576	 	 	 	0.24563596164635	 	 	 	0.30011114045302	 	 	 	0.39406428304708	 	 	 	0.47619999931623	 	 	 	0.58122985959186	 	 	 	0.64312999141532	 	 	 	0.68512299997909	 
	8	 	 	0.16156889823197	 	 	 	0.22757944125466	 	 	 	0.27972842394960	 	 	 	0.33660307587399	 	 	 	0.42849804714584	 	 	 	0.50951512801740	 	 	 	0.61102368657078	 	 	 	0.66995611089592	 	 	 	0.70963159373549	 
	9	 	 	0.18700580837749	 	 	 	0.25644677999303	 	 	 	0.31180555451716	 	 	 	0.37006268488077	 	 	 	0.45945037340867	 	 	 	0.53866495002890	 	 	 	0.63630625959677	 	 	 	0.69243071475508	 	 	 	0.73001158997065	 
	10	 	 	0.21211084035732	 	 	 	0.28412675027236	 	 	 	0.34185383793706	 	 	 	0.40073439438302	 	 	 	0.48739741129612	 	 	 	0.56442783804416	 	 	 	0.65813447581021	 	 	 	0.71163564980709	 	 	 	0.74731800853184	 
	11	 	 	0.23667314094497	 	 	 	0.31054264263660	 	 	 	0.36993387616211	 	 	 	0.42888152616124	 	 	 	0.51274446097825	 	 	 	0.58740339226248	 	 	 	0.67725700377843	 	 	 	0.72832114376329	 	 	 	0.76227639665042	 
	12	 	 	0.26054665876636	 	 	 	0.33566967587371	 	 	 	0.39614763984459	 	 	 	0.45476089725285	 	 	 	0.53583430552170	 	 	 	0.60805677528899	 	 	 	0.69421439889161	 	 	 	0.74301912258474	 	 	 	0.77539705473005	 
	13	 	 	0.28363659558653	 	 	 	0.35951905665999	 	 	 	0.42061729215497	 	 	 	0.47861083876451	 	 	 	0.55695611742152	 	 	 	0.62675242871282	 	 	 	0.70940493338196	 	 	 	0.75611514630921	 	 	 	0.78704696564217	 
	14	 	 	0.30588762208959	 	 	 	0.38212599668453	 	 	 	0.44347194216901	 	 	 	0.50064658739768	 	 	 	0.57635391124606	 	 	 	0.64377917518522	 	 	 	0.72312812694716	 	 	 	0.76789484926254	 	 	 	0.79749592477526	 
	15	 	 	0.32727407180692	 	 	 	0.40354090885716	 	 	 	0.46483968141201	 	 	 	0.52105958011379	 	 	 	0.59423406584219	 	 	 	0.65936872217181	 	 	 	0.73561381419564	 	 	 	0.77857439457102	 	 	 	0.80694660997118	 
	16	 	 	0.34779203545341	 	 	 	0.42382307208110	 	 	 	0.48484305663441	 	 	 	0.54001868607450	 	 	 	0.61077176721927	 	 	 	0.67370926400653	 	 	 	0.74704179108008	 	 	 	0.78832075169049	 	 	 	0.81555448782805	 
	17	 	 	0.36745314020415	 	 	 	0.44303616519638	 	 	 	0.50359672594052	 	 	 	0.55767228363735	 	 	 	0.62611639818625	 	 	 	0.68695550071172	 	 	 	0.75755527500643	 	 	 	0.79726540401237	 	 	 	0.82344119393145	 
	18	 	 	0.38627975067186	 	 	 	0.46124518847755	 	 	 	0.52120646691784	 	 	 	0.57415059395658	 	 	 	0.64039598203907	 	 	 	0.69923605651349	 	 	 	0.76727026109433	 	 	 	0.80551375832039	 	 	 	0.83070366542031	 
	19	 	 	0.40430132963573	 	 	 	0.47851439829326	 	 	 	0.53776899540229	 	 	 	0.58956796989869	 	 	 	0.65372081561665	 	 	 	0.71065901445795	 	 	 	0.77628212466144	 	 	 	0.81315170523112	 	 	 	0.83742047206234	 
	20	 	 	0.42155172182601	 	 	 	0.49490597076921	 	 	 	0.55337224854383	 	 	 	0.60402499985314	 	 	 	0.66618642723567	 	 	 	0.72131608316220	 	 	 	0.78467035300329	 	 	 	0.82025026616334	 	 	 	0.84365627512204	 
	21	 	 	0.43806715861018	 	 	 	0.51047918266808	 	 	 	0.56809591468229	 	 	 	0.61761037378072	 	 	 	0.67787598227180	 	 	 	0.73128576554444	 	 	 	0.79250198989996	 	 	 	0.82686893791883	 	 	 	0.84946501826992	 
	22	 	 	0.45388481719360	 	 	 	0.52528995390171	 	 	 	0.58201207638061	 	 	 	0.63040250473015	 	 	 	0.68886224172514	 	 	 	0.74063579446157	 	 	 	0.79983418248194	 	 	 	0.83305813869936	 	 	 	0.85489224805959	 
	23	 	 	0.46904180090904	 	 	 	0.53939063874386	 	 	 	0.59518588675300	 	 	 	0.64247092133036	 	 	 	0.69920916125231	 	 	 	0.74942502551257	 	 	 	0.80671609361297	 	 	 	0.83886102557309	 	 	 	0.85997682859142	 
	24	 	 	0.48357443564838	 	 	 	0.55282998463208	 	 	 	0.60767623324921	 	 	 	0.65387745604166	 	 	 	0.70897320184886	 	 	 	0.75770492428590	 	 	 	0.81319035960797	 	 	 	0.84431486609666	 	 	 	0.86475222861870	 
	25	 	 	0.49751780111272	 	 	 	0.56565320087529	 	 	 	0.61953636423910	 	 	 	0.66467725632041	 	 	 	0.71820440936178	 	 	 	0.76552074772016	 	 	 	0.81929421763250	 	 	 	0.84945208922783	 	 	 	0.86924750263494	 
	26	 	 	0.51090543460914	 	 	 	0.57790209665155	 	 	 	0.63081446667744	 	 	 	0.67491964477911	 	 	 	0.72694730840340	 	 	 	0.77291249247078	 	 	 	0.82506038981922	 	 	 	0.85430110229233	 	 	 	0.87348804983309	 
	27	 	 	0.52376916018026	 	 	 	0.58961526000669	 	 	 	0.64155419082782	 	 	 	0.68464885182201	 	 	 	0.73524164682987	 	 	 	0.77991566402222	 	 	 	0.83051778577124	 	 	 	0.85888693491442	 	 	 	0.87749620956371	 
	28	 	 	0.53613900757325	 	 	 	0.60082825839927	 	 	 	0.65179512243902	 	 	 	0.69390464113840	 	 	 	0.74312301943161	 	 	 	0.78656190650205	 	 	 	0.83569206768834	 	 	 	0.86323175320733	 	 	 	0.88129173477942	 
	29	 	 	0.54804319456997	 	 	 	0.61157384762435	 	 	 	0.66157320515020	 	 	 	0.70272284536398	 	 	 	0.75062339353433	 	 	 	0.79287952316911	 	 	 	0.84060611023618	 	 	 	0.86735527538576	 	 	 	0.88489217319288	 
	30	 	 	0.55950815306984	 	 	 	0.62188218039284	 	 	 	0.67092111705074	 	 	 	0.71113582641990	 	 	 	0.75777155452562	 	 	 	0.79889391025997	 	 	 	0.84528037876516	 	 	 	0.87127511150820	 	 	 	0.88831317771650	 
	 	 	 	 	 	 	    Default Rate	 




 




    	 	S-4-10	 



     


    

 


Schedule 5


 


[Reserved]


 




    	 	S-5-1	 



     


    

 


Schedule 6


 


S&P EQUIVALENT DIVERSITY SCORE CALCULATION


 


The S&P Equivalent
Diversity Score is calculated as follows:


 


(a)          An
“Issuer Par Amount” is calculated for each issuer of a Collateral Obligation, and is equal to the Aggregate
Principal Balance of all Collateral Obligations issued by that issuer and all affiliates.


 


(b)          An
“Average Par Amount” is calculated by summing the Issuer Par Amounts for all issuers, and dividing by
the number of issuers.


 


(c)          An
“Equivalent Unit Score” is calculated for each issuer, and is equal to the lesser of (x) one and (y) the
Issuer Par Amount for such issuer divided by the Average Par Amount.


 


(d)          An
“Aggregate Industry Equivalent Unit Score” is then calculated for each of the S&P’s industry classification
groups, shown on Schedule 2, and is equal to the sum of the Equivalent Unit Scores for each issuer in such industry
classification group.


 


(e)          An
“Industry Diversity Score” is then established for each S&P industry classification group, shown on Schedule 2,
by reference to the following table for the related Aggregate Industry Equivalent Unit Score; provided that if any Aggregate
Industry Equivalent Unit Score falls between any two such scores, the applicable Industry Diversity Score will be the lower of
the two Industry Diversity Scores:


 


	Aggregate	 	 	 	 	 	Aggregate	 	 	 	 	 	Aggregate	 	 	 	 	 	Aggregate	 	 	 	 
	Industry	 	 	Industry	 	 	Industry	 	 	Industry	 	 	Industry	 	 	Industry	 	 	Industry	 	 	Industry	 
	Equivalent	 	 	Diversity	 	 	Equivalent	 	 	Diversity	 	 	Equivalent	 	 	Diversity	 	 	Equivalent	 	 	Diversity	 
	Unit Score	 	 	Score	 	 	Unit Score	 	 	Score	 	 	Unit Score	 	 	Score	 	 	Unit Score	 	 	Score	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	0.0000	 	 	 	0.0000	 	 	 	5.0500	 	 	 	2.7000	 	 	 	10.1500	 	 	 	4.0200	 	 	 	15.2500	 	 	 	4.5300	 
	 	0.0500	 	 	 	0.1000	 	 	 	5.1500	 	 	 	2.7333	 	 	 	10.2500	 	 	 	4.0300	 	 	 	15.3500	 	 	 	4.5400	 
	 	0.1500	 	 	 	0.2000	 	 	 	5.2500	 	 	 	2.7667	 	 	 	10.3500	 	 	 	4.0400	 	 	 	15.4500	 	 	 	4.5500	 
	 	0.2500	 	 	 	0.3000	 	 	 	5.3500	 	 	 	2.8000	 	 	 	10.4500	 	 	 	4.0500	 	 	 	15.5500	 	 	 	4.5600	 
	 	0.3500	 	 	 	0.4000	 	 	 	5.4500	 	 	 	2.8333	 	 	 	10.5500	 	 	 	4.0600	 	 	 	15.6500	 	 	 	4.5700	 
	 	0.4500	 	 	 	0.5000	 	 	 	5.5500	 	 	 	2.8667	 	 	 	10.6500	 	 	 	4.0700	 	 	 	15.7500	 	 	 	4.5800	 
	 	0.5500	 	 	 	0.6000	 	 	 	5.6500	 	 	 	2.9000	 	 	 	10.7500	 	 	 	4.0800	 	 	 	15.8500	 	 	 	4.5900	 
	 	0.6500	 	 	 	0.7000	 	 	 	5.7500	 	 	 	2.9333	 	 	 	10.8500	 	 	 	4.0900	 	 	 	15.9500	 	 	 	4.6000	 
	 	0.7500	 	 	 	0.8000	 	 	 	5.8500	 	 	 	2.9667	 	 	 	10.9500	 	 	 	4.1000	 	 	 	16.0500	 	 	 	4.6100	 
	 	0.8500	 	 	 	0.9000	 	 	 	5.9500	 	 	 	3.0000	 	 	 	11.0500	 	 	 	4.1100	 	 	 	16.1500	 	 	 	4.6200	 
	 	0.9500	 	 	 	1.0000	 	 	 	6.0500	 	 	 	3.0250	 	 	 	11.1500	 	 	 	4.1200	 	 	 	16.2500	 	 	 	4.6300	 
	 	1.0500	 	 	 	1.0500	 	 	 	6.1500	 	 	 	3.0500	 	 	 	11.2500	 	 	 	4.1300	 	 	 	16.3500	 	 	 	4.6400	 
	 	1.1500	 	 	 	1.1000	 	 	 	6.2500	 	 	 	3.0750	 	 	 	11.3500	 	 	 	4.1400	 	 	 	16.4500	 	 	 	4.6500	 
	 	1.2500	 	 	 	1.1500	 	 	 	6.3500	 	 	 	3.1000	 	 	 	11.4500	 	 	 	4.1500	 	 	 	16.5500	 	 	 	4.6600	 
	 	1.3500	 	 	 	1.2000	 	 	 	6.4500	 	 	 	3.1250	 	 	 	11.5500	 	 	 	4.1600	 	 	 	16.6500	 	 	 	4.6700	 
	 	1.4500	 	 	 	1.2500	 	 	 	6.5500	 	 	 	3.1500	 	 	 	11.6500	 	 	 	4.1700	 	 	 	16.7500	 	 	 	4.6800	 
	 	1.5500	 	 	 	1.3000	 	 	 	6.6500	 	 	 	3.1750	 	 	 	11.7500	 	 	 	4.1800	 	 	 	16.8500	 	 	 	4.6900	 
	 	1.6500	 	 	 	1.3500	 	 	 	6.7500	 	 	 	3.2000	 	 	 	11.8500	 	 	 	4.1900	 	 	 	16.9500	 	 	 	4.7000	 
	 	1.7500	 	 	 	1.4000	 	 	 	6.8500	 	 	 	3.2250	 	 	 	11.9500	 	 	 	4.2000	 	 	 	17.0500	 	 	 	4.7100	 
	 	1.8500	 	 	 	1.4500	 	 	 	6.9500	 	 	 	3.2500	 	 	 	12.0500	 	 	 	4.2100	 	 	 	17.1500	 	 	 	4.7200	 






 




    	 	S-6-1	 



     


    

 


	Aggregate	 	 	 	 	 	Aggregate	 	 	 	 	 	Aggregate	 	 	 	 	 	Aggregate	 	 	 	 
	Industry	 	 	Industry	 	 	Industry	 	 	Industry	 	 	Industry	 	 	Industry	 	 	Industry	 	 	Industry	 
	Equivalent	 	 	Diversity	 	 	Equivalent	 	 	Diversity	 	 	Equivalent	 	 	Diversity	 	 	Equivalent	 	 	Diversity	 
	Unit Score	 	 	Score	 	 	Unit Score	 	 	Score	 	 	Unit Score	 	 	Score	 	 	Unit Score	 	 	Score	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.9500	 	 	 	1.5000	 	 	 	7.0500	 	 	 	3.2750	 	 	 	12.1500	 	 	 	4.2200	 	 	 	17.2500	 	 	 	4.7300	 
	 	2.0500	 	 	 	1.5500	 	 	 	7.1500	 	 	 	3.3000	 	 	 	12.2500	 	 	 	4.2300	 	 	 	17.3500	 	 	 	4.7400	 
	 	2.1500	 	 	 	1.6000	 	 	 	7.2500	 	 	 	3.3250	 	 	 	12.3500	 	 	 	4.2400	 	 	 	17.4500	 	 	 	4.7500	 
	 	2.2500	 	 	 	1.6500	 	 	 	7.3500	 	 	 	3.3500	 	 	 	12.4500	 	 	 	4.2500	 	 	 	17.5500	 	 	 	4.7600	 
	 	2.3500	 	 	 	1.7000	 	 	 	7.4500	 	 	 	3.3750	 	 	 	12.5500	 	 	 	4.2600	 	 	 	17.6500	 	 	 	4.7700	 
	 	2.4500	 	 	 	1.7500	 	 	 	7.5500	 	 	 	3.4000	 	 	 	12.6500	 	 	 	4.2700	 	 	 	17.7500	 	 	 	4.7800	 
	 	2.5500	 	 	 	1.8000	 	 	 	7.6500	 	 	 	3.4250	 	 	 	12.7500	 	 	 	4.2800	 	 	 	17.8500	 	 	 	4.7900	 
	 	2.6500	 	 	 	1.8500	 	 	 	7.7500	 	 	 	3.4500	 	 	 	12.8500	 	 	 	4.2900	 	 	 	17.9500	 	 	 	4.8000	 
	 	2.7500	 	 	 	1.9000	 	 	 	7.8500	 	 	 	3.4750	 	 	 	12.9500	 	 	 	4.3000	 	 	 	18.0500	 	 	 	4.8100	 
	 	2.8500	 	 	 	1.9500	 	 	 	7.9500	 	 	 	3.5000	 	 	 	13.0500	 	 	 	4.3100	 	 	 	18.1500	 	 	 	4.8200	 
	 	2.9500	 	 	 	2.0000	 	 	 	8.0500	 	 	 	3.5250	 	 	 	13.1500	 	 	 	4.3200	 	 	 	18.2500	 	 	 	4.8300	 
	 	3.0500	 	 	 	2.0333	 	 	 	8.1500	 	 	 	3.5500	 	 	 	13.2500	 	 	 	4.3300	 	 	 	18.3500	 	 	 	4.8400	 
	 	3.1500	 	 	 	2.0667	 	 	 	8.2500	 	 	 	3.5750	 	 	 	13.3500	 	 	 	4.3400	 	 	 	18.4500	 	 	 	4.8500	 
	 	3.2500	 	 	 	2.1000	 	 	 	8.3500	 	 	 	3.6000	 	 	 	13.4500	 	 	 	4.3500	 	 	 	18.5500	 	 	 	4.8600	 
	 	3.3500	 	 	 	2.1333	 	 	 	8.4500	 	 	 	3.6250	 	 	 	13.5500	 	 	 	4.3600	 	 	 	18.6500	 	 	 	4.8700	 
	 	3.4500	 	 	 	2.1667	 	 	 	8.5500	 	 	 	3.6500	 	 	 	13.6500	 	 	 	4.3700	 	 	 	18.7500	 	 	 	4.8800	 
	 	3.5500	 	 	 	2.2000	 	 	 	8.6500	 	 	 	3.6750	 	 	 	13.7500	 	 	 	4.3800	 	 	 	18.8500	 	 	 	4.8900	 
	 	3.6500	 	 	 	2.2333	 	 	 	8.7500	 	 	 	3.7000	 	 	 	13.8500	 	 	 	4.3900	 	 	 	18.9500	 	 	 	4.9000	 
	 	3.7500	 	 	 	2.2667	 	 	 	8.8500	 	 	 	3.7250	 	 	 	13.9500	 	 	 	4.4000	 	 	 	19.0500	 	 	 	4.9100	 
	 	3.8500	 	 	 	2.3000	 	 	 	8.9500	 	 	 	3.7500	 	 	 	14.0500	 	 	 	4.4100	 	 	 	19.1500	 	 	 	4.9200	 
	 	3.9500	 	 	 	2.3333	 	 	 	9.0500	 	 	 	3.7750	 	 	 	14.1500	 	 	 	4.4200	 	 	 	19.2500	 	 	 	4.9300	 
	 	4.0500	 	 	 	2.3667	 	 	 	9.1500	 	 	 	3.8000	 	 	 	14.2500	 	 	 	4.4300	 	 	 	19.3500	 	 	 	4.9400	 
	 	4.1500	 	 	 	2.4000	 	 	 	9.2500	 	 	 	3.8250	 	 	 	14.3500	 	 	 	4.4400	 	 	 	19.4500	 	 	 	4.9500	 
	 	4.2500	 	 	 	2.4333	 	 	 	9.3500	 	 	 	3.8500	 	 	 	14.4500	 	 	 	4.4500	 	 	 	19.5500	 	 	 	4.9600	 
	 	4.3500	 	 	 	2.4667	 	 	 	9.4500	 	 	 	3.8750	 	 	 	14.5500	 	 	 	4.4600	 	 	 	19.6500	 	 	 	4.9700	 
	 	4.4500	 	 	 	2.5000	 	 	 	9.5500	 	 	 	3.9000	 	 	 	14.6500	 	 	 	4.4700	 	 	 	19.7500	 	 	 	4.9800	 
	 	4.5500	 	 	 	2.5333	 	 	 	9.6500	 	 	 	3.9250	 	 	 	14.7500	 	 	 	4.4800	 	 	 	19.8500	 	 	 	4.9900	 
	 	4.6500	 	 	 	2.5667	 	 	 	9.7500	 	 	 	3.9500	 	 	 	14.8500	 	 	 	4.4900	 	 	 	19.9500	 	 	 	5.0000	 
	 	4.7500	 	 	 	2.6000	 	 	 	9.8500	 	 	 	3.9750	 	 	 	14.9500	 	 	 	4.5000	 	 	 	 	 	 	 	 	 
	 	4.8500	 	 	 	2.6333	 	 	 	9.9500	 	 	 	4.0000	 	 	 	15.0500	 	 	 	4.5100	 	 	 	 	 	 	 	 	 
	 	4.9500	 	 	 	2.6667	 	 	 	10.0500	 	 	 	4.0100	 	 	 	15.1500	 	 	 	4.5200	 	 	 	 	 	 	 	 	 






 


(f)          The
S&P Equivalent Diversity Score is then calculated by summing each of the Industry Diversity Scores for each S&P’s
industry classification group shown on Schedule 2.


 


(g)          For
purposes of calculating the S&P Equivalent Diversity Score, affiliated issuers in the same Industry are deemed to be a single
issuer except as otherwise agreed to by S&P’s.


 




    	 	S-6-2	 



     


    

 


Schedule 7



FITCH RATING DEFINITIONS


 


“Fitch Rating”
means, with respect to any Collateral Obligation, as of any date of determination, the rating determined in accordance with the
following methodology:


 


(a)           if
Fitch has issued an issuer default rating or an assigned credit opinion with respect to the issuer of such Collateral Obligation,
or the guarantor which unconditionally and irrevocably guarantees such Collateral Obligation, then the Fitch Rating will be such
issuer default rating (regardless of whether there is a published rating by Fitch on the Collateral Obligations of such Obligor
held by the Issuer) or assigned credit opinion;


 


(b)           if
Fitch has not issued an issuer default rating with respect to the issuer or guarantor of such Collateral Obligation but Fitch has
issued an outstanding long term financial strength rating with respect to such Obligor, the Fitch Rating of such Collateral Obligation
will be one sub category below such rating;


 


(c)           if
a Fitch Rating cannot be determined pursuant to clause (a) or (b), but


 


(i)          Fitch
has issued a senior unsecured rating on any obligation or security of the issuer of such Collateral Obligation, then the Fitch
Rating of such Collateral Obligation will equal such rating; or


 


(ii)         Fitch
has not issued a senior unsecured rating on any obligation or security of the issuer of such Collateral Obligation but Fitch has
issued a senior rating, senior secured rating or a subordinated secured rating on any obligation or security of the issuer of such
Collateral Obligation, then the Fitch Rating of such Collateral Obligation will (x) equal such rating if such rating is “BBB-”
or higher and (y) be one sub category below such rating if such rating is “BB+” or lower, or


 


(iii)        Fitch
has not issued a senior unsecured rating or a senior rating, senior secured rating or a subordinated secured rating on any obligation
or security of the issuer of such Collateral Obligation but Fitch has issued a subordinated, junior subordinated or senior subordinated
rating on any obligation or security of the issuer of such Collateral Obligation, then the Fitch Rating of such Collateral Obligation
will be (x) one sub category above such rating if such rating is “B+” or higher and (y) two sub categories above such
rating if such rating is “B” or lower;


 


(d)          if
a Fitch Rating cannot be determined pursuant to clause (a), (b) or (c) and


 


(i)          Moody’s
has issued a publicly available corporate family rating for the issuer of such Collateral Obligation, then, subject to subclause
(viii) below, the Fitch Rating of such Collateral Obligation will be the Fitch equivalent of such Moody’s rating;


 


(ii)         Moody’s
has not issued a publicly available corporate family rating for the issuer of such Collateral Obligation but has issued a publicly
available long term issuer rating for such issuer, then, subject to subclause (viii) below, the Fitch Rating of such Collateral
Obligation will be the Fitch equivalent of such Moody’s rating;


 




    	 	S-7-1	 



     


    

 


(iii)        Moody’s
has not issued a publicly available corporate family rating for the issuer of such Collateral Obligation but Moody’s has
issued a publicly available outstanding insurance financial strength rating for such issuer, then, subject to subclause (viii)
below, the Fitch Rating of such Collateral Obligation will be one sub category below the Fitch equivalent of such Moody’s
rating;


 


(iv)        Moody’s
has not issued a publicly available corporate family rating for the issuer of such Collateral Obligation but has issued publicly
available outstanding corporate issue ratings for such issuer, then, subject to subclause (viii) below, the Fitch Rating of such
Collateral Obligation will be (x) if such corporate issue rating relates to senior unsecured obligations of such issuer, the Fitch
equivalent of the Moody’s rating for such issue, if there is no such corporate issue ratings relating to senior unsecured
obligations of the issuer then (y) if such corporate issue rating relates to senior, senior secured or subordinated secured obligations
of such issuer, (1) one sub category below the Fitch equivalent of such Moody’s rating if such obligations are rated “Ba1”
or above or “Ca” by Moody’s or (2) two sub categories below the Fitch equivalent of such Moody’s rating
if such obligations are rated “Ba2” or below but above “Ca” by Moody’s, or if there is no such publicly
available corporate issue rating relating to senior unsecured, senior, senior secured or subordinated secured obligations of the
issuer then (z) if such corporate issue rating relates to subordinated, junior subordinated or senior subordinated obligations
of such issuer, (1) one sub category above the Fitch equivalent of such Moody’s rating if such obligations are rated “B1”
or above by Moody’s or (2) two sub categories above the Fitch equivalent of such Moody’s rating if such obligations
are rated “B2” or below by Moody’s;


 


(v)         S&P
has issued a publicly available issuer credit rating for the issuer of such Collateral Obligation, then, subject to subclause (viii)
below, the Fitch Rating of such Collateral Obligation will be the Fitch equivalent of such S&P rating;


 


(vi)        S&P
has not issued a publicly available issuer credit rating for the issuer of such Collateral Obligation but S&P has issued a
publicly available outstanding insurance financial strength rating for such issuer, then, subject to subclause (viii) below, the
Fitch Rating of such Collateral Obligation will be one sub category below the Fitch equivalent of such S&P rating;


 


(vii)       S&P
has not issued a publicly available issuer credit rating for the issuer of such Collateral Obligation but has issued publicly available
outstanding corporate issue ratings for such issuer, then, subject to subclause (viii) below, the Fitch Rating of such Collateral
Obligation will be (x) if such corporate issue rating relates to senior unsecured obligations of such issuer, the Fitch equivalent
of the S&P rating for such issue, if there is no such corporate issue ratings relating to senior unsecured obligations of the
issuer then (y) if such corporate issue rating relates to senior, senior secured or subordinated secured obligations of such issuer,
(1) the Fitch equivalent of such S&P rating if such obligations are rated “BBB-” or above by S&P or (2) one
sub category below the Fitch equivalent of such S&P rating if such obligations are rated “BB+” or below by S&P,
or if there is no such publicly available corporate issue rating relating to senior unsecured, senior, senior secured or subordinated
secured obligations of the issuer then (z) if such corporate issue rating relates to subordinated, junior subordinated or senior
subordinated obligations of such issuer, (1) one sub category above the Fitch equivalent of such S&P rating if such obligations
are rated “B+” or above by S&P or (2) two sub categories above the Fitch equivalent of such S&P rating if such
obligations are rated “B” or below by S&P; and


 




    	 	S-7-2	 



     


    

 


(viii)      both
Moody’s and S&P provide a public rating of the issuer of such Collateral Obligation or a corporate issue of such issuer,
then the Fitch Rating will be the lowest of the Fitch Ratings determined pursuant to any of the subclauses of this clause (d);
and


 


(e)           if
a rating cannot be determined pursuant to clauses (a) through (d) then, (i) at the discretion of the Collateral Manager, the Fitch
Rating may be based on a credit opinion provided by Fitch, and in connection therewith, the Issuer, the Collateral Manager on behalf
of the Issuer or the Obligor of such Collateral Obligation will, prior to or within thirty (30) days after the acquisition of such
Collateral Obligation, apply to Fitch for a credit opinion (which shall be the Fitch Rating of such Collateral Obligation) and
a recovery rating with respect to such Collateral Obligation; provided that, until the receipt from Fitch of such credit
opinion, such Collateral Obligation will have a Fitch Rating of (x) “B-” if the Collateral Manager certifies to the
Trustee that it believes that the credit opinion will be at least equal to such rating, or (y) otherwise, the rating specified
as applicable thereto by Fitch pending receipt of such credit opinion; provided further that, such credit opinion shall
expire 12 months after the acquisition of such Collateral Obligation, following which such Collateral Obligation shall have a Fitch
Rating of “CCC” unless, during such 12-month period, the Issuer applies for renewal thereof in accordance with Section
7.14(b), in which case such credit opinion will continue to be the Fitch Rating of such Collateral Obligation until Fitch has
confirmed or revised such credit opinion, upon which such confirmed or revised credit opinion will be the Fitch Rating of such
Collateral Obligation; or (ii) the Issuer may assign a Fitch Rating of “CCC” or lower to such Collateral Obligation
which is not in default;


 


provided that, (x) on the Closing
Date, if any rating described above is (i) on rating watch negative or negative credit watch, the rating will be the Fitch Rating
as determined above adjusted down by one subcategory, or (ii) on outlook negative, the rating will be the Fitch Rating as determined
above, and (y) after the Closing Date, if any rating described above is (i) on rating watch negative or negative credit watch,
the rating will be the Fitch Rating as determined above adjusted down by one subcategory, or (ii) on outlook negative, the rating
will not be adjusted; provided further that, the Fitch Rating may be updated by Fitch from time to time as indicated in
the “CLOs and Corporate CDOs Rating Criteria” report issued by Fitch and available at www.fitchratings.com. For the
avoidance of doubt, the Fitch Rating takes into account adjustments for assets that are on rating watch negative or negative credit
watch, as well as negative outlook prior to determining the issue rating or in the determination of the lower of the Moody’s
and S&P rating public ratings.


 




    	 	S-7-3	 



     


    

 


Fitch Equivalent Ratings


 


	
        Fitch
        Rating
	
        Moody’s
        rating
	
        S&P
        rating

	AAA	Aaa	AAA
	AA+	Aa1	AA+
	AA	Aa2	AA
	AA-	Aa3	AA-
	A+	A1	A+
	A	A2	A
	A-	A3	A-
	BBB+	Baa1	BBB+
	BBB	Baa2	BBB
	BBB-	Baa3	BBB-
	BB+	Ba1	BB+
	BB	Ba2	BB
	BB-	Ba3	BB-
	B+	B1	B+
	B	B2	B
	B-	B3	B-
	CCC+	Caa1	CCC+
	CCC	Caa2	CCC
	CCC-	Caa3	CCC-
	CC	Ca	CC
	C	C	C


 


Fitch IDR Equivalency Map from Corporate
Ratings


 


	Rating Type	 	Rating Agency(s)	 	Issue Rating	 	Mapping Rule
	Corporate Family Rating LT Issuer Rating	 	Moody’s	 	NA	 	0
	Issuer Credit Rating	 	S&P	 	NA	 	0
	Senior unsecured	 	Fitch, Moody’s, S&P	 	Any	 	0
	Senior,

Senior secured or

Subordinated secured	 	Fitch, S&P	 	“BBB-” or above	 	0
	 	Fitch, S&P	 	“BB+” or below	 	-1
	 	Moody’s	 	“Ba1” or above	 	-1
	 	Moody’s	 	“Ba2” or below	 	-2
	 	Moody’s	 	“Ca”	 	-1
	Subordinated,

Junior subordinated or

Senior subordinated	 	Fitch, Moody’s, S&P	 	“B+”, “B1” or above	 	1
	 	Fitch, Moody’s, S&P	 	“B”, “B2” or below	 	2


 




    	 	S-7-4	 



     


    

 


The following steps are used to calculate
the Fitch IDR equivalent ratings:


 


		1	Public or private Fitch-issued IDR or Fitch credit opinions.



 


		2	If Fitch has not issued an IDR, but has an outstanding Long-Term Financial Strength Rating, then
the IDR equivalent is one rating lower.



 


		3	If Fitch has not issued an IDR, but has outstanding corporate issue ratings, then the IDR equivalent
is calculated using the mapping in the table above.



 


		4	If Fitch does not rate the issuer or any associated issuance, then determine a Moody’s and
S&P equivalent to Fitch’s IDR pursuant to steps 5 and 6.



 


		5a	A public Moody’s-issued Corporate Family Rating (CFR) is equivalent in definition terms to
the Fitch IDR. If Moody’s has not issued a CFR, but has an outstanding LT issuer Rating, then this is equivalent to the Fitch
IDR.



 


		5b	If Moody’s has not issued a CFR, but has an outstanding insurance financial strength rating,
then the Fitch IDR equivalent is one rating lower.



 


		5c	If Moody’s has not issued a CFR, but has outstanding corporate issue ratings, then the Fitch
IDR equivalent is calculated using the mapping in the table above.



 


		6a	A public S&P-issued Issuer Credit Rating (ICR) is equivalent in terms of definition to the
Fitch IDR.



 


		6b	If S&P has not issued an ICR, but has an outstanding insurance financial strength rating, then
the Fitch IDR equivalent is one rating lower.



 


		6c	If S&P has not issued an ICR, but has outstanding corporate issue ratings, then the Fitch IDR
equivalent is calculated using the mapping in the table above.



 


		7	If both Moody’s and S&P provide a public rating on the issuer or an issue, the lower
of the two Fitch IDR equivalent ratings will be used in PCM. Otherwise the sole public Fitch IDR equivalent rating from Moody’s
or S&P will be applied.



 


“Fitch Recovery
Rate” means, with respect to a Collateral Obligation, the recovery rate determined in accordance with paragraphs (a)
to (c) below or (in any case) such other recovery rate as Fitch may notify the Collateral Manager from time to time:


 


(a)          if
such Collateral Obligation has a public Fitch recovery rating, or a recovery rating is assigned by Fitch in the context of provision
by Fitch of a credit opinion to the Collateral Manager, the recovery rate corresponding to such recovery rating in the table below
(unless a specific recovery rate (expressed as a percentage) is provided by Fitch in which case such recovery rate shall be used):


 


	Fitch recovery rating	 	Fitch recovery rate %	 
	RR1	 	 	95	 
	RR2	 	 	80	 




 




    	 	S-7-5	 



     


    

 


	Fitch recovery rating	 	Fitch recovery rate %	 
	RR3	 	 	60	 
	RR4	 	 	40	 
	RR5	 	 	20	 
	RR6	 	 	5	 




 


(b)          if
such Collateral Obligation is a DIP Collateral Obligation and has neither a public Fitch recovery rating, nor a recovery rating
assigned to it by Fitch in the context of provision by Fitch of a credit opinion, the Issuer or the Collateral Manager on behalf
of the Issuer shall apply to Fitch for a Fitch recovery rating; provided that the Fitch recovery rating in respect of such
DIP Collateral Obligation shall be considered to be “RR3” pending provision by Fitch of such Fitch recovery rating,
and the recovery rate applicable to such DIP Collateral Obligation shall be the recovery rate corresponding to such Fitch recovery
rating in the table above; and


 


(c)          if
such Collateral Obligation has no public Fitch recovery rating and no recovery rating is assigned by Fitch in the context of provision
by Fitch of a credit opinion to the Collateral Manager, the recovery rate applicable will be the rate determined in accordance
with the table below, for purposes of which the Collateral Obligation will be categorized as “Strong Recovery” if it
is a Senior Secured Loan, “Moderate Recovery” if it is a senior unsecured bond and otherwise “Weak Recovery,”
and will fall into the country group corresponding to the country in which the Obligor thereof is Domiciled:


 


	 	 	Group 1	 	 	Group 2	 	 	Group 3	 
	Strong Recovery	 	 	80	 	 	 	70	 	 	 	35	 
	Moderate Recovery	 	 	45	 	 	 	45	 	 	 	25	 
	Weak Recovery	 	 	20	 	 	 	20	 	 	 	5	 




 


Group 1: Australia,
Bermuda, Canada, Cayman Islands, New Zealand, Puerto Rico, United States.


 


Group 2: Austria,
Barbados, Belgium, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Hong Kong, Iceland, Ireland, Israel,
Italy, Japan, Jersey, Latvia, Liechtenstein, Lithuania, Luxembourg, Netherlands, Norway, Poland, Portugal, Singapore, Slovakia,
Slovenia, South Korea, Spain, Sweden, Switzerland, Taiwan, United Kingdom.


 


Group 3: Albania,
Argentina, Asia Others, Bahamas, Bosnia and Herzegovina, Brazil, Bulgaria, Chile, China, Colombia, Costa Rica, Croatia, Cyprus,
Dominican Republic, Eastern Europe Others, Ecuador, Egypt, El Salvador, Greece, Guatemala, Hungary, India, Indonesia, Iran, Jamaica,
Kazakhstan, Liberia, Macedonia, Malaysia, Malta, Marshall Islands, Mauritius, Mexico, Middle East and North Africa Others, Moldova,
Morocco, Other Central America, Other South America, Other Sub Saharan Africa, Pakistan, Panama, Peru, Philippines, Qatar, Romania,
Russia, Saudi Arabia, Serbia and Montenegro, South Africa, Thailand, Tunisia, Turkey, Ukraine, Uruguay, Venezuela, Vietnam.


 




    	 	S-7-6	 



     


    

 


Fitch Test Matrix


 


Subject to the provisions
provided below, on or after the Effective Date, the Collateral Manager will have the option to elect which of the cases set forth
in the matrix below (the “Fitch Test Matrix”) shall be applicable for purposes of the Maximum Fitch Rating Factor
Test, the Minimum Weighted Average Fitch Recovery Rate Test and the Minimum Fitch Floating Spread Test. For any given case:


 


(a)          the
applicable value for determining satisfaction of the Maximum Fitch Rating Factor Test will be the value set forth in the column
header (or linear interpolation between two adjacent columns, as applicable) of the row-column combination in the Fitch Test Matrix
selected by the Collateral Manager;


 


(b)          the
applicable value for determining satisfaction of the Minimum Fitch Floating Spread Test will be the percentage set forth in the
row header (or linear interpolation between two adjacent rows as applicable) of the row-column combination in the Fitch Test Matrix
selected by the Collateral Manager; and


 


(c)          the
applicable value for determining satisfaction of the Minimum Weighted Average Fitch Recovery Rate Test will be the value in the
intersection cell (or linear interpolation between two adjacent rows and/or two adjacent columns, as applicable) of the row-column
combination in the Fitch Test Matrix selected by the Collateral Manager in relation to (a) and (b) above.


 


On the Effective Date,
the Collateral Manager will be required to elect which case shall apply initially by written notice to the Issuer and Fitch. Thereafter,
on two Business Days’ notice to the Issuer and Fitch, the Collateral Manager may elect to have a different case apply, provided
that the Maximum Fitch Rating Factor Test, the Minimum Weighted Average Fitch Recovery Rate Test and the Minimum Fitch Floating
Spread Test applicable to the case to which the Collateral Manager desires to change are satisfied after giving effect to such
change or, in the case of any tests that are not satisfied, the Issuer’s level of compliance with such tests is improved
after giving effect to the application of the different case.


 


	 	 	Maximum Fitch Weighted Average Rating Factor	 
	Minimum
 Fitch 
 Floating 
 Spread	 	30	 	 	32	 	 	34	 	 	36	 	 	38	 	 	40	 	 	42	 	 	44	 	 	46	 	 	48	 	 	50	 
	2.00%	 	 	67.10	%	 	 	69.50	%	 	 	72.20	%	 	 	75.00	%	 	 	77.30	%	 	 	79.40	%	 	 	81.20	%	 	 	82.80	%	 	 	84.30	%	 	 	86.00	%	 	 	87.70	%
	2.20%	 	 	65.60	%	 	 	68.00	%	 	 	70.70	%	 	 	73.50	%	 	 	76.00	%	 	 	78.20	%	 	 	80.30	%	 	 	81.90	%	 	 	83.50	%	 	 	85.00	%	 	 	86.80	%
	2.40%	 	 	64.40	%	 	 	66.80	%	 	 	69.20	%	 	 	72.00	%	 	 	74.70	%	 	 	77.10	%	 	 	79.20	%	 	 	81.10	%	 	 	82.70	%	 	 	84.20	%	 	 	85.80	%
	2.60%	 	 	63.20	%	 	 	65.50	%	 	 	67.90	%	 	 	70.50	%	 	 	73.30	%	 	 	75.90	%	 	 	78.10	%	 	 	80.20	%	 	 	81.90	%	 	 	83.40	%	 	 	84.90	%
	2.80%	 	 	62.10	%	 	 	64.40	%	 	 	66.70	%	 	 	69.20	%	 	 	71.90	%	 	 	74.70	%	 	 	77.00	%	 	 	79.20	%	 	 	81.00	%	 	 	82.70	%	 	 	84.20	%
	3.00%	 	 	60.90	%	 	 	63.30	%	 	 	65.50	%	 	 	68.10	%	 	 	70.50	%	 	 	73.30	%	 	 	75.90	%	 	 	78.10	%	 	 	80.20	%	 	 	81.90	%	 	 	83.50	%
	3.20%	 	 	59.70	%	 	 	62.10	%	 	 	64.50	%	 	 	67.00	%	 	 	69.50	%	 	 	72.00	%	 	 	74.80	%	 	 	77.10	%	 	 	79.40	%	 	 	81.30	%	 	 	82.90	%
	3.40%	 	 	58.40	%	 	 	61.00	%	 	 	63.50	%	 	 	65.90	%	 	 	68.40	%	 	 	70.80	%	 	 	73.80	%	 	 	76.40	%	 	 	78.70	%	 	 	80.70	%	 	 	82.30	%
	3.60%	 	 	57.20	%	 	 	59.90	%	 	 	62.30	%	 	 	64.70	%	 	 	67.20	%	 	 	69.90	%	 	 	72.80	%	 	 	75.60	%	 	 	77.90	%	 	 	80.00	%	 	 	81.60	%
	3.80%	 	 	55.80	%	 	 	58.70	%	 	 	61.30	%	 	 	63.60	%	 	 	66.00	%	 	 	68.90	%	 	 	71.70	%	 	 	74.50	%	 	 	76.90	%	 	 	79.10	%	 	 	81.00	%
	4.00%	 	 	54.60	%	 	 	57.50	%	 	 	60.20	%	 	 	62.50	%	 	 	64.80	%	 	 	67.60	%	 	 	70.30	%	 	 	73.20	%	 	 	75.80	%	 	 	78.00	%	 	 	80.20	%
	4.20%	 	 	53.20	%	 	 	56.20	%	 	 	59.00	%	 	 	61.35	%	 	 	63.75	%	 	 	66.25	%	 	 	68.95	%	 	 	71.85	%	 	 	74.55	%	 	 	76.85	%	 	 	79.30	%
	4.40%	 	 	51.90	%	 	 	55.00	%	 	 	57.80	%	 	 	60.25	%	 	 	62.50	%	 	 	64.80	%	 	 	67.60	%	 	 	70.40	%	 	 	73.20	%	 	 	76.05	%	 	 	78.60	%
	4.60%	 	 	50.40	%	 	 	53.70	%	 	 	56.70	%	 	 	59.15	%	 	 	61.25	%	 	 	63.65	%	 	 	66.15	%	 	 	69.05	%	 	 	72.05	%	 	 	75.35	%	 	 	78.00	%
	4.80%	 	 	49.30	%	 	 	52.40	%	 	 	55.50	%	 	 	58.15	%	 	 	60.35	%	 	 	62.60	%	 	 	65.10	%	 	 	68.00	%	 	 	71.25	%	 	 	74.75	%	 	 	77.30	%




 




    	 	S-7-7	 



     


    

 


	 	 	Maximum Fitch Weighted Average Rating Factor	 
	Minimum
 Fitch 
 Floating 
 Spread	 	30	 	 	32	 	 	34	 	 	36	 	 	38	 	 	40	 	 	42	 	 	44	 	 	46	 	 	48	 	 	50	 
	5.00%	 	 	48.00	%	 	 	51.10	%	 	 	54.30	%	 	 	57.15	%	 	 	59.55	%	 	 	61.50	%	 	 	64.00	%	 	 	67.10	%	 	 	70.35	%	 	 	73.85	%	 	 	76.60	%
	5.20%	 	 	46.80	%	 	 	49.90	%	 	 	53.20	%	 	 	56.05	%	 	 	58.35	%	 	 	60.50	%	 	 	63.10	%	 	 	66.20	%	 	 	69.55	%	 	 	73.05	%	 	 	76.10	%
	5.35%	 	 	45.90	%	 	 	49.10	%	 	 	52.20	%	 	 	55.15	%	 	 	57.55	%	 	 	60.00	%	 	 	62.50	%	 	 	65.70	%	 	 	69.05	%	 	 	72.65	%	 	 	75.80	%
	5.40%	 	 	45.60	%	 	 	48.80	%	 	 	51.90	%	 	 	54.85	%	 	 	57.25	%	 	 	59.80	%	 	 	62.40	%	 	 	65.50	%	 	 	68.95	%	 	 	72.55	%	 	 	75.70	%
	5.60%	 	 	44.40	%	 	 	47.60	%	 	 	50.70	%	 	 	53.65	%	 	 	56.25	%	 	 	59.10	%	 	 	62.00	%	 	 	64.90	%	 	 	68.35	%	 	 	71.85	%	 	 	75.10	%
	5.80%	 	 	43.20	%	 	 	46.50	%	 	 	49.60	%	 	 	52.45	%	 	 	55.35	%	 	 	58.50	%	 	 	61.50	%	 	 	64.30	%	 	 	67.55	%	 	 	71.05	%	 	 	74.40	%
	6.00%	 	 	42.10	%	 	 	45.40	%	 	 	48.50	%	 	 	51.35	%	 	 	54.45	%	 	 	57.85	%	 	 	61.05	%	 	 	63.85	%	 	 	66.85	%	 	 	70.35	%	 	 	73.70	%
	6.20%	 	 	40.90	%	 	 	44.20	%	 	 	47.40	%	 	 	50.35	%	 	 	53.90	%	 	 	57.40	%	 	 	60.60	%	 	 	63.40	%	 	 	66.40	%	 	 	69.65	%	 	 	73.00	%
	6.40%	 	 	38.90	%	 	 	43.00	%	 	 	46.30	%	 	 	49.45	%	 	 	53.25	%	 	 	56.75	%	 	 	60.05	%	 	 	63.05	%	 	 	65.95	%	 	 	68.95	%	 	 	72.20	%
	6.60%	 	 	35.50	%	 	 	41.80	%	 	 	45.10	%	 	 	48.70	%	 	 	52.40	%	 	 	56.00	%	 	 	59.40	%	 	 	62.40	%	 	 	65.30	%	 	 	68.30	%	 	 	71.50	%
	6.80%	 	 	32.10	%	 	 	40.60	%	 	 	44.00	%	 	 	47.80	%	 	 	51.60	%	 	 	55.30	%	 	 	58.70	%	 	 	61.80	%	 	 	64.60	%	 	 	67.70	%	 	 	70.70	%
	7.00%	 	 	28.70	%	 	 	38.10	%	 	 	43.00	%	 	 	46.80	%	 	 	50.60	%	 	 	54.30	%	 	 	57.80	%	 	 	61.00	%	 	 	63.90	%	 	 	66.90	%	 	 	69.90	%
	 	 	 	Weighted Average Fitch Recovery Rate	 




 




    	 	S-7-8	 



     


    

 


Schedule 8



S&P REGION CLASSIFICATION TABLE


 


	Region 

Code	 	Region Name	 	Country 

Code	 	Country Name
	17	 	Africa: Eastern	 	253	 	Djibouti
	17	 	Africa: Eastern	 	291	 	Eritrea
	17	 	Africa: Eastern	 	251	 	Ethiopia
	17	 	Africa: Eastern	 	254	 	Kenya
	17	 	Africa: Eastern	 	252	 	Somalia
	17	 	Africa: Eastern	 	249	 	Sudan
	12	 	Africa: Southern	 	247	 	Ascension
	12	 	Africa: Southern	 	267	 	Botswana
	12	 	Africa: Southern	 	266	 	Lesotho
	12	 	Africa: Southern	 	230	 	Mauritius
	12	 	Africa: Southern	 	264	 	Namibia
	12	 	Africa: Southern	 	248	 	Seychelles
	12	 	Africa: Southern	 	27	 	South Africa
	12	 	Africa: Southern	 	290	 	St. Helena
	12	 	Africa: Southern	 	268	 	Swaziland
	13	 	Africa: Sub-Saharan	 	244	 	Angola
	13	 	Africa: Sub-Saharan	 	226	 	Burkina Faso
	13	 	Africa: Sub-Saharan	 	257	 	Burundi
	13	 	Africa: Sub-Saharan	 	225	 	Cote d’lvoire
	13	 	Africa: Sub-Saharan	 	240	 	Equatorial Guinea
	13	 	Africa: Sub-Saharan	 	241	 	Gabonese Republic
	13	 	Africa: Sub-Saharan	 	220	 	Gambia
	13	 	Africa: Sub-Saharan	 	233	 	Ghana
	13	 	Africa: Sub-Saharan	 	224	 	Guinea
	13	 	Africa: Sub-Saharan	 	245	 	Guinea-Bissau
	13	 	Africa: Sub-Saharan	 	231	 	Liberia
	13	 	Africa: Sub-Saharan	 	261	 	Madagascar
	13	 	Africa: Sub-Saharan	 	265	 	Malawi
	13	 	Africa: Sub-Saharan	 	223	 	Mali
	13	 	Africa: Sub-Saharan	 	222	 	Mauritania
	13	 	Africa: Sub-Saharan	 	258	 	Mozambique
	13	 	Africa: Sub-Saharan	 	227	 	Niger
	13	 	Africa: Sub-Saharan	 	234	 	Nigeria
	13	 	Africa: Sub-Saharan	 	250	 	Rwanda
	13	 	Africa: Sub-Saharan	 	239	 	Sao Tome & Principe
	13	 	Africa: Sub-Saharan	 	221	 	Senegal
	13	 	Africa: Sub-Saharan	 	232	 	Sierra Leone
	13	 	Africa: Sub-Saharan	 	255	 	Tanzania/Zanzibar
	13	 	Africa: Sub-Saharan	 	228	 	Togo


 




    	 	S-8-1	 



     


    

 


	Region 

Code	 	Region Name	 	Country 

Code	 	Country Name
	13	 	Africa: Sub-Saharan	 	256	 	Uganda
	13	 	Africa: Sub-Saharan	 	260	 	Zambia
	13	 	Africa: Sub-Saharan	 	263	 	Zimbabwe
	13	 	Africa: Sub-Saharan	 	229	 	Benin
	13	 	Africa: Sub-Saharan	 	237	 	Cameroon
	13	 	Africa: Sub-Saharan	 	238	 	Cape Verde Islands
	13	 	Africa: Sub-Saharan	 	236	 	Central African Republic
	13	 	Africa: Sub-Saharan	 	235	 	Chad
	13	 	Africa: Sub-Saharan	 	269	 	Comoros
	13	 	Africa: Sub-Saharan	 	242	 	Congo-Brazzaville
	13	 	Africa: Sub-Saharan	 	243	 	Congo-Kinshasa
	3	 	Americas: Andean	 	591	 	Bolivia
	3	 	Americas: Andean	 	57	 	Colombia
	3	 	Americas: Andean	 	593	 	Ecuador
	3	 	Americas: Andean	 	51	 	Peru
	3	 	Americas: Andean	 	58	 	Venezuela
	4	 	Americas: Mercosur and Southern Cone	 	54	 	Argentina
	4	 	Americas: Mercosur and Southern Cone	 	55	 	Brazil
	4	 	Americas: Mercosur and Southern Cone	 	56	 	Chile
	4	 	Americas: Mercosur and Southern Cone	 	595	 	Paraguay
	4	 	Americas: Mercosur and Southern Cone	 	598	 	Uruguay
	1	 	Americas: Mexico	 	52	 	Mexico
	2	 	Americas: Other Central and Caribbean	 	1264	 	Anguilla
	2	 	Americas: Other Central and Caribbean	 	1268	 	Antigua
	2	 	Americas: Other Central and Caribbean	 	1242	 	Bahamas
	2	 	Americas: Other Central and Caribbean	 	246	 	Barbados
	2	 	Americas: Other Central and Caribbean	 	501	 	Belize
	2	 	Americas: Other Central and Caribbean	 	441	 	Bermuda
	2	 	Americas: Other Central and Caribbean	 	284	 	British Virgin Islands
	2	 	Americas: Other Central and Caribbean	 	345	 	Cayman Islands
	2	 	Americas: Other Central and Caribbean	 	506	 	Costa Rica
	2	 	Americas: Other Central and Caribbean	 	809	 	Dominican Republic
	2	 	Americas: Other Central and Caribbean	 	503	 	El Salvador
	2	 	Americas: Other Central and Caribbean	 	473	 	Grenada
	2	 	Americas: Other Central and Caribbean	 	590	 	Guadeloupe
	2	 	Americas: Other Central and Caribbean	 	502	 	Guatemala
	2	 	Americas: Other Central and Caribbean	 	504	 	Honduras
	2	 	Americas: Other Central and Caribbean	 	876	 	Jamaica
	2	 	Americas: Other Central and Caribbean	 	596	 	Martinique
	2	 	Americas: Other Central and Caribbean	 	505	 	Nicaragua
	2	 	Americas: Other Central and Caribbean	 	507	 	Panama
	2	 	Americas: Other Central and Caribbean	 	869	 	St. Kitts/Nevis
	2	 	Americas: Other Central and Caribbean	 	758	 	St. Lucia


 




    	 	S-8-2	 



     


    

 


	Region 

Code	 	Region Name	 	Country 

Code	 	Country Name
	2	 	Americas: Other Central and Caribbean	 	784	 	St. Vincent & Grenadines
	2	 	Americas: Other Central and Caribbean	 	597	 	Suriname
	2	 	Americas: Other Central and Caribbean	 	868	 	Trinidad& Tobago
	2	 	Americas: Other Central and Caribbean	 	649	 	Turks & Caicos
	2	 	Americas: Other Central and Caribbean	 	297	 	Aruba
	2	 	Americas: Other Central and Caribbean	 	53	 	Cuba
	2	 	Americas: Other Central and Caribbean	 	599	 	Curacao
	2	 	Americas: Other Central and Caribbean	 	767	 	Dominica
	2	 	Americas: Other Central and Caribbean	 	594	 	French Guiana
	2	 	Americas: Other Central and Caribbean	 	592	 	Guyana
	2	 	Americas: Other Central and Caribbean	 	509	 	Haiti
	2	 	Americas: Other Central and Caribbean	 	664	 	Montserrat
	101	 	Americas: U.S. and Canada	 	2	 	Canada
	101	 	Americas: U.S. and Canada	 	1	 	USA
	7	 	Asia: China, Hong Kong, Taiwan	 	86	 	China
	7	 	Asia: China, Hong Kong, Taiwan	 	852	 	Hong Kong
	7	 	Asia: China, Hong Kong, Taiwan	 	886	 	Taiwan
	5	 	Asia: India, Pakistan and Afghanistan	 	93	 	Afghanistan
	5	 	Asia: India, Pakistan and Afghanistan	 	91	 	India
	5	 	Asia: India, Pakistan and Afghanistan	 	92	 	Pakistan
	6	 	Asia: Other South	 	880	 	Bangladesh
	6	 	Asia: Other South	 	975	 	Bhutan
	6	 	Asia: Other South	 	960	 	Maldives
	6	 	Asia: Other South	 	977	 	Nepal
	6	 	Asia: Other South	 	94	 	Sri Lanka
	8	 	Asia: Southeast, Korea and Japan	 	673	 	Brunei
	8	 	Asia: Southeast, Korea and Japan	 	855	 	Cambodia
	8	 	Asia: Southeast, Korea and Japan	 	62	 	Indonesia
	8	 	Asia: Southeast, Korea and Japan	 	81	 	Japan
	8	 	Asia: Southeast, Korea and Japan	 	856	 	Laos
	8	 	Asia: Southeast, Korea and Japan	 	60	 	Malaysia
	8	 	Asia: Southeast, Korea and Japan	 	95	 	Myanmar
	8	 	Asia: Southeast, Korea and Japan	 	850	 	North Korea
	8	 	Asia: Southeast, Korea and Japan	 	63	 	Philippines
	8	 	Asia: Southeast, Korea and Japan	 	65	 	Singapore
	8	 	Asia: Southeast, Korea and Japan	 	82	 	South Korea
	8	 	Asia: Southeast, Korea and Japan	 	66	 	Thailand
	8	 	Asia: Southeast, Korea and Japan	 	84	 	Vietnam
	8	 	Asia: Southeast, Korea and Japan	 	670	 	East Timor
	105	 	Asia-Pacific: Australia and New Zealand	 	61	 	Australia
	105	 	Asia-Pacific: Australia and New Zealand	 	682	 	Cook Islands
	105	 	Asia-Pacific: Australia and New Zealand	 	64	 	New Zealand
	9	 	Asia-Pacific: Islands	 	679	 	Fiji


 




    	 	S-8-3	 



     


    

 


	Region 

Code	 	Region Name	 	Country 

Code	 	Country Name
	9	 	Asia-Pacific: Islands	 	689	 	French Polynesia
	9	 	Asia-Pacific: Islands	 	686	 	Kiribati
	9	 	Asia-Pacific: Islands	 	691	 	Micronesia
	9	 	Asia-Pacific: Islands	 	674	 	Nauru
	9	 	Asia-Pacific: Islands	 	687	 	New Caledonia
	9	 	Asia-Pacific: Islands	 	680	 	Palau
	9	 	Asia-Pacific: Islands	 	675	 	Papua New Guinea
	9	 	Asia-Pacific: Islands	 	685	 	Samoa
	9	 	Asia-Pacific: Islands	 	677	 	Solomon Islands
	9	 	Asia-Pacific: Islands	 	676	 	Tonga
	9	 	Asia-Pacific: Islands	 	688	 	Tuvalu
	9	 	Asia-Pacific: Islands	 	678	 	Vanuatu
	15	 	Europe: Central	 	420	 	Czech Republic
	15	 	Europe: Central	 	372	 	Estonia
	15	 	Europe: Central	 	36	 	Hungary
	15	 	Europe: Central	 	371	 	Latvia
	15	 	Europe: Central	 	370	 	Lithuania
	15	 	Europe: Central	 	48	 	Poland
	15	 	Europe: Central	 	421	 	Slovak Republic
	16	 	Europe: Eastern	 	355	 	Albania
	16	 	Europe: Eastern	 	387	 	Bosnia and Herzegovina
	16	 	Europe: Eastern	 	359	 	Bulgaria
	16	 	Europe: Eastern	 	385	 	Croatia
	16	 	Europe: Eastern	 	383	 	Kosovo
	16	 	Europe: Eastern	 	389	 	Macedonia
	16	 	Europe: Eastern	 	382	 	Montenegro
	16	 	Europe: Eastern	 	40	 	Romania
	16	 	Europe: Eastern	 	381	 	Serbia
	16	 	Europe: Eastern	 	90	 	Turkey
	14	 	Europe: Russia & CIS	 	374	 	Armenia
	14	 	Europe: Russia & CIS	 	994	 	Azerbaijan
	14	 	Europe: Russia & CIS	 	375	 	Belarus
	14	 	Europe: Russia & CIS	 	995	 	Georgia
	14	 	Europe: Russia & CIS	 	8	 	Kazakhstan
	14	 	Europe: Russia & CIS	 	996	 	Kyrgyzstan
	14	 	Europe: Russia & CIS	 	373	 	Moldova
	14	 	Europe: Russia & CIS	 	976	 	Mongolia
	14	 	Europe: Russia & CIS	 	7	 	Russia
	14	 	Europe: Russia & CIS	 	992	 	Tajikistan
	14	 	Europe: Russia & CIS	 	993	 	Turkmenistan
	14	 	Europe: Russia & CIS	 	380	 	Ukraine
	14	 	Europe: Russia & CIS	 	998	 	Uzbekistan
	102	 	Europe: Western	 	376	 	Andorra


 




    	 	S-8-4	 



     


    

 


	Region 

Code	 	Region Name	 	Country 

Code	 	Country Name
	102	 	Europe: Western	 	43	 	Austria
	102	 	Europe: Western	 	32	 	Belgium
	102	 	Europe: Western	 	357	 	Cyprus
	102	 	Europe: Western	 	45	 	Denmark
	102	 	Europe: Western	 	358	 	Finland
	102	 	Europe: Western	 	33	 	France
	102	 	Europe: Western	 	49	 	Germany
	102	 	Europe: Western	 	30	 	Greece
	102	 	Europe: Western	 	354	 	Iceland
	102	 	Europe: Western	 	353	 	Ireland
	102	 	Europe: Western	 	101	 	Isle of Man
	102	 	Europe: Western	 	39	 	Italy
	102	 	Europe: Western	 	102	 	Liechtenstein
	102	 	Europe: Western	 	352	 	Luxembourg
	102	 	Europe: Western	 	356	 	Malta
	102	 	Europe: Western	 	377	 	Monaco
	102	 	Europe: Western	 	31	 	Netherlands
	102	 	Europe: Western	 	47	 	Norway
	102	 	Europe: Western	 	351	 	Portugal
	102	 	Europe: Western	 	386	 	Slovenia
	102	 	Europe: Western	 	34	 	Spain
	102	 	Europe: Western	 	46	 	Sweden
	102	 	Europe: Western	 	41	 	Switzerland
	102	 	Europe: Western	 	44	 	United Kingdom
	10	 	Middle East: Gulf States	 	973	 	Bahrain
	10	 	Middle East: Gulf States	 	98	 	Iran
	10	 	Middle East: Gulf States	 	964	 	Iraq
	10	 	Middle East: Gulf States	 	965	 	Kuwait
	10	 	Middle East: Gulf States	 	968	 	Oman
	10	 	Middle East: Gulf States	 	974	 	Qatar
	10	 	Middle East: Gulf States	 	966	 	Saudi Arabia
	10	 	Middle East: Gulf States	 	971	 	United Arab Emirates
	10	 	Middle East: Gulf States	 	967	 	Yemen
	11	 	Middle East: MENA	 	213	 	Algeria
	11	 	Middle East: MENA	 	20	 	Egypt
	11	 	Middle East: MENA	 	972	 	Israel
	11	 	Middle East MENA	 	962	 	Jordan
	11	 	Middle East: MENA	 	961	 	Lebanon
	11	 	Middle East: MENA	 	212	 	Morocco
	11	 	Middle East: MENA	 	970	 	Palestinian Settlements
	11	 	Middle East: MENA	 	963	 	Syrian Arab Republic
	11	 	Middle East: MENA	 	216	 	Tunisia
	11	 	Middle East: MENA	 	1212	 	Western Sahara
	11	 	Middle East: MENA	 	218	 	Libya


 




    	 	S-8-5	 



     


    

 


EXHIBIT A-1


 


FORM OF GLOBAL SECURED NOTE


 


[RULE 144A][[TEMPORARY
]REGULATION S] GLOBAL SECURED NOTE

representing


 


CLASS [A][B][C-1][C-2][D][SENIOR]1
SECURED [DEFERRABLE]2 

FLOATING RATE
NOTES DUE 2031


 


THIS NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A PERSON THAT IS (1) (I) A “QUALIFIED
PURCHASER” (AS DEFINED FOR PURPOSES OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940
ACT”)) OR (II) SOLELY IN THE CASE OF CERTIFICATED SECURED NOTES, (X) A “KNOWLEDGEABLE EMPLOYEE” WITH RESPECT
TO THE ISSUER OR THE COLLATERAL MANAGER OR (Y) A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY (OTHER THAN
A TRUST) EACH SHAREHOLDER, PARTNER, MEMBER OR OTHER EQUITY OWNER OF WHICH IS A QUALIFIED PURCHASER AFFILIATED WITH THE COLLATERAL
MANAGER AND/OR A KNOWLEDGEABLE EMPLOYEE WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER AND (2) (X) A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED
BY SUCH RULE THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES
OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(D) OR (A)(1)(E) OF RULE
144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS
WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES OF THE PLAN, (Y) SOLELY IN THE CASE OF CERTIFICATED SECURED NOTES, AN INSTITUTIONAL
“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “IAI”)
OR (Z) SOLELY IN THE CASE OF CERTIFICATED SECURED NOTES, ANOTHER “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) UNDER
THE SECURITIES ACT) THAT IS ALSO A KNOWLEDGEABLE EMPLOYEE WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER OR AN ENTITY OWNED
EXCLUSIVELY BY QUALIFIED PURCHASERS AFFILIATED WITH THE COLLATERAL MANAGER AND/OR KNOWLEDGEABLE EMPLOYEES WITH RESPECT TO THE ISSUER
OR THE COLLATERAL MANAGER OR (B) TO A PERSON THAT IS A QUALIFIED PURCHASER AND NOT A “U.S. PERSON” (AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT) AND IS ACQUIRING THIS SECURED NOTE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED
BY SUCH REGULATION, AND IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED
TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION.


 


 






1
Applicable only to the Class A Notes and the B Notes.


2
Applicable only to the Class C-1 Notes, the Class C-2 Notes and the Class D Notes.



 




    	 	A-1-1	 



     


    

 


[THIS NOTE IS A TEMPORARY REGULATION S
GLOBAL SECURED NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL SECURED NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.


 


DURING THE DISTRIBUTION COMPLIANCE PERIOD,
NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL SECURED NOTE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE. AFTER THE EXPIRATION OF THE
DISTRIBUTION COMPLIANCE PERIOD, DISTRIBUTIONS DUE IN RESPECT OF ANY BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL
SECURED NOTE SHALL NOT BE MADE TO THE BENEFICIAL OWNERS UNLESS EXCHANGE FOR A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL SECURED
NOTE IS IMPROPERLY WITHHELD OR REFUSED.]3


 


THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE,
TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN A NOTE THAT IS A U.S. PERSON AND IS NOT BOTH (A) A QUALIFIED PURCHASER OR, IN
THE CASE OF CERTIFICATED SECURED NOTES, (1) A “KNOWLEDGEABLE EMPLOYEE” WITH RESPECT TO THE ISSUER OR THE COLLATERAL
MANAGER, (2) OR A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY (OTHER THAN A TRUST) EACH SHAREHOLDER, PARTNER,
MEMBER OR OTHER EQUITY OWNER OF WHICH IS A QUALIFIED PURCHASER AFFILIATED WITH THE COLLATERAL MANAGER AND/OR A “KNOWLEDGEABLE
EMPLOYEE” WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER AND (B) A QUALIFIED INSTITUTIONAL BUYER, OR, IN THE CASE OF
CERTIFICATED SECURED NOTES AN IAI OR ANOTHER “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) UNDER THE SECURITIES
ACT) MEETING THE REQUIREMENTS OF CLAUSE (A)(1) OR (2) ABOVE, TO SELL ITS INTEREST IN THE NOTE, OR MAY SELL SUCH INTEREST ON BEHALF
OF SUCH OWNER.


 


 






3
Insert in the case of Temporary Regulation S Global Secured Notes only.


 




    	 	A-1-2	 



     


    

 


EACH PURCHASER OR TRANSFEREE OF THIS NOTE
WILL BE REQUIRED OR DEEMED TO REPRESENT AND WARRANT THAT (A) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS
ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), AND (B) IF IT IS, OR IS ACTING ON BEHALF OF, A GOVERNMENTAL, CHURCH, NON-U.S.
OR OTHER PLAN WHICH IS SUBJECT TO ANY STATE, LOCAL, OTHER FEDERAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO
THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (ANY SUCH LAW OR REGULATION, AN “OTHER
PLAN LAW”), ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION
OF ANY SUCH OTHER PLAN LAW. “BENEFIT PLAN INVESTOR” MEANS A BENEFIT PLAN INVESTOR, AS DEFINED IN SECTION 3(42) OF ERISA
AND 29 C.F.R. SECTION 2510.3-101, AND INCLUDES (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF TITLE I OF ERISA) THAT
IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, (B) A PLAN THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) ANY
ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S
INVESTMENT IN THE ENTITY.


 


ANY TRANSFER, PLEDGE OR OTHER USE OF THIS
NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), NEW
YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


TRANSFERS OF THIS NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.


 


TRANSFERS OF THIS NOTE SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.


 


PRINCIPAL OF THIS NOTE IS PAYABLE AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.


 


Each
holder OR BENEFICIAL OWNER OF A SECURED Note (OR any interest therein) will be deemed to have represented and agreed to treat the
Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes, EXCEPT AS OTHERWISE REQUIRED BY LAW.


 




    	 	A-1-3	 



     


    

 


The
failure to provide the Issuer and the Trustee (and any of their agents) with the properly completed and signed tax certifications
(generally, in the case of U.S. federal income tax, an Internal Revenue Service Form W-9 (or applicable successor form) in the
case of a person that is a “United States Person” within the meaning of section 7701(a)(30) of the Code or the appropriate
Internal Revenue Service Form W-8 (or applicable successor form) in the case of a person that is not a “United States Person”
within the meaning of section 7701(a)(30) of the Code) may result in withholding from payments in respect of THIS Note, including
U.S. federal withholding or back-up withholding. 


 


Each
holder OR BENEFICIAL OWNER of this Note that is not a “United States TAX Person” will be deemed to HAVE REPRESENTED
THAT either (a) it is not (I) a bank (OR AN ENTITY AFFILIATED WITH A BANK) extending credit pursuant to a loan agreement entered
into in the ordinary course of its trade or business (within the meaning of section 881(c)(3)(A) of the Code), (II) A “10
PERCENT SHAREHOLDER” WITH RESPECT TO THE ISSUER WITHIN THE MEANING OF SECTION 871(H)(3) OR SECTION 881(C)(3)(D) OF THE CODE,
OR (III) A “CONTROLLED FOREIGN CORPORATION” THAT IS RELATED TO THE ISSUER WITHIN THE MEANING OF SECTION 881(C)(3)(C)
OF THE CODE; (b) it is a person that is eligible for benefits under an income tax treaty with the United States that eliminates
U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States; or (c)
it has provided an IRS Form W-8ECI representing that all payments received or to be received by it on the Notes are effectively
connected with the conduct of a trade or business in the United States.


 


Each
holder OR BENEFICIAL OWNER of THIS Note (OR any interest therein) THAT IS NOT A UNITED STATES TAX PERSON will be deemed to HAVE
representED and ACKNOWLEDGED that it is not and will not beCOME a member of an “expanded group” (within the meaning
of THE Regulations ISSUED under Section 385 of the Code) that includes a DOMESTIC corporation (as determined for U.S. federal income
tax purposes) if EITHER (i) the Issuer is AN ENTITY DISREGARDED AS SEPARATE FROM SUCH DOMESTIC CORPORATION FOR U.S. FEDERAL INCOME
TAX PURPOSES OR (II) THE ISSUER IS a “controlled partnership” (within the meaning of the Regulations) with respect
to such expanded group OR AN ENTITY DISREGARDED AS SEPARATE FROM SUCH CONTROLLED PARTNERSHIP for U.S. federal income tax purposes.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE WILL BE DEEMED TO HAVE AGREED TO PROVIDE THE ISSUER AND ANY RELEVANT INTERMEDIARY WITH
ANY INFORMATION OR DOCUMENTATION THAT IS REQUIRED UNDER FATCA OR THAT THE ISSUER OR RELEVANT INTERMEDIARY DEEMS APPROPRIATE TO
ENABLE THE ISSUER OR RELEVANT INTERMEDIARY TO DETERMINE THEIR DUTIES AND LIABILITIES WITH RESPECT TO ANY TAXES THEY MAY BE REQUIRED
TO WITHHOLD PURSUANT TO FATCA IN RESPECT OF SUCH NOTE OR THE HOLDER OF SUCH NOTE OR BENEFICIAL INTEREST THEREIN. IN ADDITION, EACH
PURCHASER AND SUBSEQUENT TRANSFEREE OF SUCH NOTES (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE UNDERSTOOD AND ACKNOWLEDGED
THAT THE ISSUER HAS THE RIGHT UNDER THIS INDENTURE TO WITHHOLD ON ANY HOLDER OR ANY BENEFICIAL OWNER OF AN INTEREST IN A NOTE THAT
FAILS TO COMPLY WITH FATCA. 


 




    	 	A-1-4	 



     


    

 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE AGREED THAT IT WILL INDEMNIFY THE ISSUER,
THE TRUSTEE, AND THEIR RESPECTIVE AGENTS FROM ANY AND ALL DAMAGES, COST AND EXPENSES (INCLUDING ANY AMOUNT OF TAXES, FEES, INTEREST,
ADDITIONS TO TAX, OR PENALTIES) RESULTING FROM THE FAILURE BY IT TO COMPLY WITH ITS OBLIGATIONS UNDER THE NOTE. IT ACKNOWLEDGES
THAT THE INDEMNIFICATION WILL CONTINUE WITH RESPECT TO ANY PERIOD DURING WHICH IT HELD SUCH NOTE (OR ANY INTEREST THEREIN), NOTWITHSTANDING
IT CEASING TO BE A HOLDER OF THE NOTE.


 


EACH
PURCHASER OR TRANSFEREE OF THIS NOTE OR ANY INTEREST IN THIS NOTE WILL BE REQUIRED, OR, BY ACQUIRING THIS NOTE OR AN INTEREST IN
THIS NOTE, WILL BE DEEMED, TO REPRESENT AND WARRANT THAT: (A) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
TO BE CAPABLE OF MAKING ITS OWN INDEPENDENT EVALUATION OF THE REASONABLENESS AND ACCURACY OF THE INFORMATION CONTAINED UNDER THE
“CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR; (B) IT UNDERSTANDS THE INHERENT LIMITATIONS OF THE
INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR AND HAS BEEN AFFORDED
AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO VERIFY
THE ACCURACY OF, OR TO SUPPLEMENT THE INFORMATION UNDER, THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING
CIRCULAR; (C) IT APPROVES THE USE OF THE METHODOLOGY, INPUTS AND ASSUMPTIONS DESCRIBED UNDER THE “CREDIT RISK RETENTION”
SECTION HEADING IN THE OFFERING CIRCULAR; (D) IT HAS MADE ITS OWN INDEPENDENT DECISION REGARDING AN INVESTMENT IN THE NOTES WITHOUT
RELIANCE UPON, OR USE OF, IN ANY MANNER WHATSOEVER THE INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION
HEADING IN THE OFFERING CIRCULAR; AND (E) IT UNDERSTANDS THAT THE ISSUER AND COLLATERAL MANAGER ARE RELYING ON THE FOREGOING AS
A MATERIAL INDUCEMENT TO ENTER THIS TRANSACTION AND OTHERWISE WOULD NOT ENGAGE IN THIS TRANSACTION.


 


[THIS NOTE HAS BEEN ISSUED WITH ORIGINAL
ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND
YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY WRITING TO THE ISSUER.]4


 


 






4
Applicable only to the Class C Notes and the Class D Notes.


 




    	 	A-1-5	 



     


    

 


GOLUB CAPITAL BDC CLO III LLC


 


[RULE 144A][[TEMPORARY ]REGULATION S] GLOBAL
SECURED NOTE

representing




CLASS [A][B][C-1][C-2][D] [SENIOR] SECURED [DEFERRABLE] FLOATING RATE NOTES DUE 2031


 


[R][S]-[_]





	CUSIP No.: [_]	Up to U.S.$[ ]







ISIN: [_]


[Common Code: [_]]


 


GOLUB CAPITAL BDC
CLO III LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), for
value received, hereby promise to pay to CEDE & CO. or registered assigns, upon presentation and surrender of this Note (except
as otherwise permitted by the Indenture referred to below), the principal sum as indicated on Schedule A on January 20, 2031, or,
if such day is not a Business Day, the next succeeding Business Day (the “Stated Maturity”) except as provided
below and in the Indenture. The obligations of the Issuer under this Note and the Indenture are limited recourse obligations of
the Issuer payable solely from the Assets in accordance with the Indenture, and following realization of the Assets in accordance
with the Indenture, all claims of Noteholders shall be extinguished and shall not thereafter revive.


 


The Issuer promises
to pay interest, if any, on the 20th day of January, April, July and October in each year, commencing January 2019 (or, if such
day is not a Business Day, the next succeeding Business Day), at the rate equal to LIBOR plus [1.48][2.10][2.80][2.65][2.95]%
per annum on the unpaid principal amount hereof until the principal hereof is paid or duly provided for[; provided that
such interest rate is subject to reduction in connection with a Re-Pricing pursuant to the terms of Section 9.8 of the Indenture]5.
Interest shall be computed on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided
by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest, which shall
be the date one day (whether or not a Business Day) prior to such Payment Date.


 


Interest will cease
to accrue on each Class [A][B][C-1][C-2][D] Note, or in the case of a partial repayment, on such part, from the date of repayment
or Stated Maturity unless payment of principal is improperly withheld or unless a default is otherwise made with respect to such
payments. The principal of this Class [A][B][C-1][C-2][D] Note shall be payable on the first Payment Date on which funds are permitted
to be used for such purpose in accordance with the Priority of Payments. The principal of each Class [A][B][C-1][C-2][D] Note shall
be payable no later than the Stated Maturity unless the unpaid principal of such Note becomes due and payable at an earlier date
by declaration of acceleration, call for redemption or otherwise.


 


 






5 Applicable
only to the Class B Notes, the Class C-1 Notes, the Class C-2 Notes and the Class D Notes.


 




    	 	A-1-6	 



     


    

 


[If any Priority
Class is Outstanding with respect to the Class [C-1][C-2][D] Notes, any interest on the Class [C-1][C-2][D] Notes that is not paid
when due by operation of the Priority of Payments will be deferred. Any interest so deferred will be added to the principal balance
of the Class [C-1][C-2][D] Notes, and thereafter, interest will accrue on the aggregate outstanding principal amount of the Class
[C-1][C-2][D] Notes, as so increased.]6


 


Unless the certificate
of authentication hereon has been executed by the Trustee or the Authenticating Agent by the manual signature of one of their authorized
signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


This Note is one
of a duly authorized issue of Class [A][B][C-1][C-2][D] [Senior] Secured [Deferrable] Floating Rate Notes due 2031 (the “Class
[A][B][C-1][C-2][D] Notes” and, together with the other classes of Notes issued under the Indenture, the “Notes”)
issued under an indenture dated as of November 16, 2018 (the “Indenture”) between the Issuer and U.S. Bank National
Association, as trustee (the “Trustee”, which term includes any successor trustee as permitted under the Indenture).
Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


This Note is subject
to optional redemption as specified in the Indenture. In the case of any optional redemption of Class [A][B][C-1][C-2][D] Notes,
interest and principal installments whose Payment Date is on or prior to the Redemption Date will be payable to the Holders of
such Notes, or one or more predecessor Class [A][B][C-1][C-2][D] Notes, registered as such at the close of business on the relevant
Record Date.


 


Transfers of this
[Rule 144A][[Temporary ]Regulation S] Global Secured Note shall be limited to transfers of such Global Secured Note in whole, but
not in part, to a nominee of DTC or to a successor of DTC or such successor’s nominee.


 


[Prior to the end
of the Distribution Compliance Period, beneficial interests in this Temporary Regulation S Global Secured Note may be held only
through Euroclear or Clearstream.]7


 


[Interests in this
[Rule 144A][Regulation S] Global Secured Note will be transferable in accordance with DTC’s rules and procedures in use
at such time, and to transferees acquiring Certificated Secured Notes or to a transferee taking an interest in a [Rule 144A][Regulation
S] Global Secured Note, subject to and in accordance with the restrictions set forth in the Indenture.]8


 


 






6
Applicable only to the Class C-1 Notes, the Class C-2 Notes and the Class D Notes.


7
Applicable only for Temporary Regulation S Global Secured Notes.


8
Applicable only for Rule 144A and Regulation S Global Secured Notes.


 




    	 	A-1-7	 



     


    

 


If (a) a redemption
occurs because any Coverage Test is not satisfied as set forth in Section 9.1 of the Indenture, (b) a redemption occurs because
a Majority of the Subordinated Notes provides written direction to this effect (and in the case of a Refinancing, with the consent
of the Collateral Manager and the U.S. Retention Provider) as set forth in Section 9.2 of the Indenture, (c) a Special Redemption
occurs (x) during the Reinvestment Period, if the Collateral Manager is unable, for a period of at least 20 consecutive Business
Days, to identify additional Collateral Obligations in sufficient amounts to permit the investment or reinvestment of all or a
portion of the funds then in the Collection Account or (y) after the Effective Date, due to the failure to obtain Rating Agency
confirmation of the Initial Ratings of the Secured Notes, each as set forth in Section 9.6 of the Indenture, (d) a redemption occurs
because a Majority of an Affected Class or a Majority of the Subordinated Notes so direct the Trustee following the occurrence
of a Tax Event as set forth in Section 9.3 of the Indenture or (e) a redemption occurs because a Majority of the Subordinated Notes
or the Collateral Manager provides written direction to this effect as set forth in Section 9.9 of the Indenture, then in each
case this Note may be redeemed in the manner, under the conditions and with the effect provided in the Indenture. In connection
with any redemption pursuant to clauses (b) or (d), Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured
Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to such Holders of such Class
of Secured Notes.


 


The Issuer, the Trustee,
and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note
on the Register on the applicable Record Date for the purpose of receiving payments of principal of and interest on such Note and
on any other date for all other purposes whatsoever (whether or not such Note is overdue), and neither the Issuer nor the Trustee
nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


If an Event of Default
shall occur and be continuing, the Class [A][B][C-1][C-2][D] Notes may become or be declared due and payable in the manner and
with the effect provided in the Indenture.


 


[Interests in this
[Rule 144A][Regulation S] Global Secured Note may be exchanged for an interest in, or transferred to a transferee taking an interest
in, the corresponding [Regulation S or, solely during the Distribution Compliance Period, Temporary Regulation S][Rule 144A]
Global Secured Note subject to the restrictions as set forth in the Indenture. This [Rule 144A][Regulation S] Global Secured Note
is subject to mandatory exchange for Certificated Notes under the limited circumstances set forth in the Indenture.]9


 


[After the expiration
of the Distribution Compliance Period, beneficial interests in this Temporary Regulation S Global Note shall be exchanged for
an interest in a Regulation S Global Note in accordance with the terms of the Indenture. Prior to the termination of the Distribution
Compliance Period, transfers of interests in this Temporary Regulation S Global Note to U.S. persons (as defined in Regulation
S) shall be subject to and in accordance with the restrictions set forth in the Indenture.]10


 


 






9
Applicable only for Rule 144A and Regulation S Global Secured Notes.


10
Applicable only for Temporary Regulation S Global Secured Notes.






 




    	 	A-1-8	 



     


    

 


Upon redemption,
exchange of or increase in any interest represented by this [Rule 144A][[Temporary ]Regulation S] Global Secured Note, this [Rule
144A][[Temporary ]Regulation S] Global Secured Note shall be endorsed on Schedule A hereto to reflect the reduction of or
increase in the principal amount evidenced hereby.


 


The Class [A][B][C-1][C-2][D]
Notes will be issued in minimum denominations of $250,000 and integral multiples of $1.00 in excess thereof.


 


Title to Notes shall
pass by registration in the Register kept by the Registrar which initially is the Trustee, acting through its Corporate Trust Office.


 


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


 


Each holder and beneficial
owner of this Note, by its acceptance of this Note, hereby agrees that it shall not 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 U.S. federal or state bankruptcy laws or any similar laws until at least one year and one day after
payment in full of the Notes, or, if longer, the applicable preference period then in effect plus one day following such payment
in full.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.


 




    	 	A-1-9	 



     


    

 


IN WITNESS WHEREOF, the Issuer has caused
this Note to be duly executed.


 


Dated as of November 16, 2018.


 


	 	GOLUB CAPITAL BDC CLO III LLC
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	 	A-1-10	 



     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes referred to in
the within-mentioned Indenture.


 


Dated as of November 16, 2018.


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	 	A-1-11	 



     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES OR REDEMPTIONS


 


The following exchanges, redemptions of
or increase in the whole or a part of the Notes represented by this [Rule 144A][[Temporary ]Regulation S] Global Secured Note have
been made:


 


	Date
 Exchange / 
 Redemption 
 / increase
  made	 	Original 
 principal amount 
 of this [Rule
 144A] 
 [[Temporary ] 
 Regulation S]
 Global Secured
 Note
	 	 	Part of principal
 amount of this
 [Rule 144A]
 [[Temporary ]
 Regulation S]
 Global Secured
 Note exchanged
 / redeemed / 
 increased	 	 	Remaining
 principal amount
 of this [Rule 144A]
 [[Temporary ]
 Regulation S]
 Global Secured
 Note following
 such
 exchange /
 redemption / 
 increase	 	 	Notation made by
 or on behalf of the
 Issuer	 
	 	 	$	[_]	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 




    	 	A-1-12	 



     


    

 


EXHIBIT A-2


 


FORM OF RULE 144A GLOBAL SUBORDINATED NOTE


 


RULE 144A GLOBAL SUBORDINATED NOTE

representing


 


SUBORDINATED NOTES DUE 2118


 


THIS
SUBORDINATED NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO
A PERSON THAT IS (1) A “QUALIFIED PURCHASER” (AS DEFINED FOR PURPOSES OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE “1940 ACT”)) AND (2) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH RULE THAT IS NOT
A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT
AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(D) OR (A)(1)(E) OF RULE 144A OR A TRUST FUND
REFERRED TO IN PARAGRAPH (A)(1)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE
PLAN ARE MADE BY THE BENEFICIARIES OF THE PLAN, AND IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE
INDENTURE REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION.


 




    	 	A-2-1	 



     


    

 


(1)
EACH PERSON WHO PURCHASES AN INTEREST IN THIS NOTE FROM THE ISSUER AS PART OF THE INITIAL OFFERING WILL BE REQUIRED TO REPRESENT
AND WARRANT IN WRITING TO THE TRUSTEE (A) WHETHER OR NOT, FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN, IT IS, OR IS
ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, (B) WHETHER OR NOT, FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN, IT IS
A CONTROLLING PERSON AND (C) THAT (I) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND
DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”) AND (II) IF IT IS, OR IS ACTING ON BEHALF OF, A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN,
(X) IT IS NOT, AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN IT WILL NOT BE, SUBJECT TO 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 INTEREST THEREIN) BY VIRTUE OF ITS INTEREST AND THEREBY SUBJECT THE ISSUER OR THE COLLATERAL MANAGER (OR OTHER
PERSONS RESPONSIBLE FOR THE INVESTMENT AND OPERATION OF THE ISSUER’S ASSETS) TO LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”)
AND (Y) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY APPLICABLE
STATE, LOCAL, OTHER FEDERAL OR NON-U.S. LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS
OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“OTHER PLAN LAW”) AND (2) EACH PURCHASER OR SUBSEQUENT TRANSFEREE,
AS APPLICABLE, OF AN INTEREST IN THIS NOTE OTHER THAN FROM THE ISSUER AS PART OF THE INITIAL OFFERING, ON EACH DAY FROM THE DATE
ON WHICH SUCH BENEFICIAL OWNER ACQUIRES ITS INTEREST IN SUCH SUBORDINATED NOTES THROUGH AND INCLUDING THE DATE ON WHICH SUCH BENEFICIAL
OWNER DISPOSES OF ITS INTEREST IN SUCH SUBORDINATED NOTES, WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT (A) IT IS NOT, AND
IS NOT ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR OR A CONTROLLING PERSON AND (B) IF IT IS, OR IS ACTING ON BEHALF OF, A GOVERNMENTAL,
CHURCH, NON-U.S. OR OTHER PLAN, (X) IT IS NOT, AND FOR SO LONG AS IT HOLDS SUCH NOTES OR INTEREST THEREIN WILL NOT BE, SUBJECT
TO SIMILAR LAW AND (Y) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION
OF ANY OTHER PLAN LAW. “BENEFIT PLAN INVESTOR” MEANS A BENEFIT PLAN INVESTOR, AS DEFINED IN SECTION 3(42) OF ERISA
AND 29 C.F.R. SECTION 2510.3-101, AND INCLUDES (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF TITLE I OF ERISA) THAT
IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, (B) A PLAN THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) ANY
ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S
INVESTMENT IN THE ENTITY. “CONTROLLING PERSON” MEANS A PERSON (OTHER THAN A BENEFIT PLAN INVESTOR) WHO HAS DISCRETIONARY
AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER OR ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR
INDIRECT) WITH RESPECT TO SUCH ASSETS, OR ANY AFFILIATE OF ANY SUCH PERSON. AN “AFFILIATE” OF A PERSON INCLUDES ANY
PERSON, DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES, CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
PERSON. “CONTROL” WITH RESPECT TO A PERSON OTHER THAN AN INDIVIDUAL MEANS THE POWER TO EXERCISE A CONTROLLING INFLUENCE
OVER THE MANAGEMENT OR POLICIES OF SUCH PERSON.


 




    	 	A-2-2	 



     


    

 


NO
TRANSFER OF A SUBORDINATED NOTE OR ANY INTEREST THEREIN WILL BE PERMITTED IF IT WOULD CAUSE 25% OR MORE OF THE TOTAL VALUE OF THE
SUBORDINATED NOTES TO BE HELD BY BENEFIT PLAN INVESTORS, DISREGARDING SUBORDINATED NOTES (OR INTERESTS THEREIN) HELD BY CONTROLLING
PERSONS. 


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND AGREED TO TREAT THE NOTE
AS EQUITY FOR U.S. FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX PURPOSES.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT ITS IS
A UNITED STATES TAX PERSON, AGREED TO PROVIDE THE ISSUER AND THE TRUSTEE (AND ANY OF THEIR AGENTS) WITH A CORRECT, COMPLETE AND
PROPERLY EXECUTED IRS FORM W-9 (OR APPLICABLE SUCCESSOR FORM), AND ACKNOWLEDGED THAT IF IT FAILS to provide the Issuer and the
Trustee (and any of their agents) with the properly completed and signed tax certifications SPECIFIED ABOVE. THE ACQUISITION OF
ITS INTEREST IN SUCH NOTE SHALL BE VOID AB INITIO.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED, AND AGREED
THAT: 


 


(A)         SUCH
Note (OR any interestS therein) may not be acquired or owned by any Person that is classified for U.S. federal income tax purposes
as a partnership, Subchapter S corporation or grantor trust unless (i) (a) except in the case of the retention provider, none of
the direct or indirect beneficial owners of any interest in such Person have or ever will have more than 40% of the value of its
interest in such Person attributable to the aggregate interest of such Person in the combined value of the notes (and any OTHER
INTEREST TREATED AS equity in the Issuer FOR U.S. FEDERAL INCOME TAX PURPOSES), and (b) it is not and will not be a principal purpose
of the arrangement involving the investment of such Person in any subordinated notes and any OTHER equity interests of the Issuer
to permit any partnership to satisfy the 100 partner limitation of TREASURY REGULATIONS SECTION 1.7704-1(H)(1)(II) or (ii) such
Person obtains WRITTEN ADVICE OF DECHERT LLP OR an opinion of nationally recognized u.s. tax counsel reasonably acceptable to the
issuer that such transfer will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation;


 




    	 	A-2-3	 



     


    

 

 


(B)         IT WILL
NOT PARTICIPATE IN THE CREATION OR OTHER TRANSFER OF ANY FINANCIAL INSTRUMENT OR CONTRACT THE VALUE OF WHICH IS DETERMINED IN
WHOLE OR IN PART BY REFERENCE TO THE ISSUER (INCLUDING THE AMOUNT OF DISTRIBUTIONS BY THE ISSUER, THE VALUE OF THE ISSUER’S
ASSETS, OR THE RESULTS OF THE ISSUER’S OPERATIONS) OR THE NOTE;


 


(C)         IT
WILL NOT ACQUIRE, sell, transfer, assign, participate, pledge or otherwise dispose of thE Note (OR any interest therein) or cause
thE Note (OR any interest therein) to be marketed, (i) on or through an “established securities market” within the
meaning of section 7704(b)(1) of the Code and TREASURY REGULATIONS SECTION 1.7704-1(b), including without limitation, an interdealer
quotation system that regularly disseminates firm buy or sell quotations or (ii) if such acquisition, sale, transfer, assignment,
participation, pledge or other disposition would cause the combined number of holders of THE notes and any OTHER equity interests
in the Issuer to be more than 88; AND


 


(D)         IT
acknowledges and agrees that any sale, transfer, assignment, participation, pledge, or other disposition of the Note (OR any interest
therein) that would violate any of the three preceding paragraphs above or otherwise cause the Issuer to be unable to rely on the
“private placement” safe harbor of TREASURY REGULATIONS SECTION 1.7704-1(H) will be void and of no force or effect,
and it will not transfer any interest in the Note to any Person that does not agree to be bound by the three preceding paragraphs
above or by this paragraph.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT, FOR SO LONG
AS THE ISSUER IS CLASSIFIED AS A PARTNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSES, IT SHALL NOT ACQUIRE ANY SUCH NOTE (OR ANY OTHER
INTEREST TREATED AS EQUITY IN THE ISSUER FOR U.S. FEDERAL INCOME TAX PURPOSES) IF SUCH TRANSFER WOULD RESULT IN THE ISSUER BEING
TREATED AS A DISREGARDED ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT, FOR SO LONG
AS THE ISSUER IS DISREGARDED AS SEPARATE FROM IT FOR U.S. FEDERAL INCOME TAX PURPOSES, A NOTE MAY NOT BE TRANSFERRED BY IT (EXCEPT
TO A PERSON THAT IS DISREGARDED AS SEPARATE FROM SUCH HOLDER OR BENEFICIAL OWNER FOR U.S. FEDERAL INCOME TAX PURPOSES), UNLESS
IT HAS RECEIVED WRITTEN ADVICE OF DECHERT LLP OR AN OPINION OF NATIONALLY RECOGNIZED U.S. TAX COUNSEL REASONABLY ACCEPTABLE TO
THE ISSUER THAT SUCH TRANSFER WILL NOT RESULT IN THE ISSUER BECOMING CLASSIFIED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR AS
A PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION FOR U.S. FEDERAL INCOME TAX PURPOSES AND WILL NOT CAUSE THE ISSUER TO BE
SUBJECT TO U.S. FEDERAL INCOME TAX ON A NET BASIS.


 




    	 	A-2-4	 



     


    

 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT, it shall
NOT TRANSFER any Secured NOTE (EXCEPT TO A PERSON THAT IS DISREGARDED AS SEPARATE FROM IT FOR U.S. FEDERAL INCOME TAX PURPOSES)
if at any time prior to such transfer the Issuer was disregarded as separate from such Holder for U.S. federal income tax purposes,
UNLESS IT SHALL HAVE RECEIVED WRITTEN ADVICE OF DECHERT LLP OR AN OPINION OF TAX COUNSEL OF NATIONALLY RECOGNIZED STANDING IN THE
UNITED STATES EXPERIENCED IN SUCH MATTERS THAT, IMMEDIATELY FOLLOWING SUCH TRANSFER, SUCH NOTE AND OTHER OUTSTANDING NOTES OF THE
SAME CLASS (OTHER THAN ANY NOTES THAT IT HOLDS IMMEDIATELY AFTER SUCH TRANSFER) WILL BE FUNGIBLE FOR U.S. FEDERAL INCOME TAX PURPOSES.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE AGREED TO DELIVER TO THE TRANSFEREE, WITH
A COPY TO THE TRUSTEE, PRIOR TO THE TRANSFER OF SUCH NOTE (OR ANY INTEREST THEREIN), A PROPERLY COMPLETED CERTIFICATE, IN A FORM
REASONABLY ACCEPTABLE TO THE TRANSFEREE AND THE TRUSTEE, STATING, UNDER PENALTY OF PERJURY, THE TRANSFEROR’S UNITED STATES
TAXPAYER IDENTIFICATION NUMBER AND THAT THE TRANSFEROR IS NOT A FOREIGN PERSON WITHIN THE MEANING OF SECTION 1446(f)(2) OF THE
CODE (SUCH CERTIFICATE, A “NON-FOREIGN STATUS CERTIFICATE”). EACH HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST
THEREIN) WILL BE DEEMED TO HAVE ACKNOWLEDGED THAT THE FAILURE TO PROVIDE A NON-FOREIGN STATUS CERTIFICATE TO THE TRANSFEREE MAY
RESULT IN WITHHOLDING ON THE AMOUNT REALIZED ON ITS DISPOSITION OF SUCH NOTE. 


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE AGREED THAT IT will indemnify the Issuer,
the Trustee, and their respective agents from any and all damages, cost and expenses (including any amount of taxes, fees, interest,
additions to tax, or penalties) resulting from the failure by IT to comply with its obligations under thE Note. IT ACKNOWLEDGES
THAT The indemnification will continue with respect to any period during which IT held SUCH Note (OR any interest therein), notwithstanding
IT ceasing to be a holder of the Note.


 


THE
ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF A SUBORDINATED NOTE WHO HAS MADE OR HAS BEEN DEEMED
TO MAKE A PROHIBITED TRANSACTION, BENEFIT PLAN INVESTOR, CONTROLLING PERSON, SIMILAR LAW OR OTHER PLAN LAW REPRESENTATION THAT
IS SUBSEQUENTLY SHOWN TO BE FALSE OR MISLEADING OR WHOSE OWNERSHIP OTHERWISE CAUSES A VIOLATION OF THE 25% LIMITATION TO SELL ITS
INTEREST IN THE SUBORDINATED NOTE, OR TO SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.


 




    	 	A-2-5	 



     


    

 


THE
ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN A SUBORDINATED NOTE THAT IS A U.S.
PERSON AND IS NOT (A) A QUALIFIED PURCHASER, A KNOWLEDGEABLE EMPLOYEE WITH RESPECT TO THE ISSUER OR A CORPORATION, PARTNERSHIP,
LIMITED LIABILITY COMPANY OR OTHER ENTITY (OTHER THAN A TRUST) EACH SHAREHOLDER, PARTNER, MEMBER OR OTHER EQUITY OWNER OF WHICH
IS EITHER A KNOWLEDGEABLE EMPLOYEE WITH RESPECT TO THE ISSUER OR A QUALIFIED PURCHASER AND (B) A QUALIFIED INSTITUTIONAL BUYER
OR AN ACCREDITED INVESTOR TO SELL ITS INTEREST IN THE SUBORDINATED NOTES, OR TO SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.


 


ANY
TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.).


 


TRANSFERS
OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE.


 


TRANSFERS
OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.


 


DISTRIBUTIONS
OF PRINCIPAL PROCEEDS AND INTEREST PROCEEDS TO THE HOLDER OF THE SUBORDINATED NOTES REPRESENTED HEREBY ARE SUBORDINATED TO THE
PAYMENT ON EACH PAYMENT DATE OF PRINCIPAL OF AND INTEREST ON THE SECURED NOTES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE
EXTENT AND AS DESCRIBED IN THE INDENTURE.


 


EACH
PURCHASER OR TRANSFEREE OF THIS NOTE OR ANY INTEREST IN THIS NOTE WILL BE REQUIRED, OR, BY ACQUIRING THIS NOTE OR AN INTEREST IN
THIS NOTE, WILL BE DEEMED, TO REPRESENT AND WARRANT THAT: (A) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
TO BE CAPABLE OF MAKING ITS OWN INDEPENDENT EVALUATION OF THE REASONABLENESS AND ACCURACY OF THE INFORMATION CONTAINED UNDER THE
“CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR; (B) IT UNDERSTANDS THE INHERENT LIMITATIONS OF THE
INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR AND HAS BEEN AFFORDED
AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO VERIFY
THE ACCURACY OF, OR TO SUPPLEMENT THE INFORMATION UNDER, THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING
CIRCULAR; (C) IT APPROVES THE USE OF THE METHODOLOGY, INPUTS AND ASSUMPTIONS DESCRIBED UNDER THE “CREDIT RISK RETENTION”
SECTION HEADING IN THE OFFERING CIRCULAR; (D) IT HAS MADE ITS OWN INDEPENDENT DECISION REGARDING AN INVESTMENT IN THE NOTES WITHOUT
RELIANCE UPON, OR USE OF, IN ANY MANNER WHATSOEVER THE INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION
HEADING IN THE OFFERING CIRCULAR; AND (E) IT UNDERSTANDS THAT THE ISSUER AND COLLATERAL MANAGER ARE RELYING ON THE FOREGOING AS
A MATERIAL INDUCEMENT TO ENTER THIS TRANSACTION AND OTHERWISE WOULD NOT ENGAGE IN THIS TRANSACTION.


 




    	 	A-2-6	 



     


    

 


GOLUB CAPITAL BDC CLO III LLC


 


RULE 144A GLOBAL SUBORDINATED NOTE


representing


 


SUBORDINATED NOTES DUE 2118


 


	R-1	 
	CUSIP No.:  [________]	Up to U.S.$[●]
	ISIN:  [________]	 
	[Common Code:  [__________]]	 


 


GOLUB CAPITAL BDC
CLO III LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, upon presentation and surrender of this Note (except
as otherwise permitted by the Indenture referred to below), the principal sum as indicated on Schedule A on November 16, 2118,
or, if such day is not a Business Day, the next succeeding Business Day (the “Stated Maturity”) except as provided
below and in the Indenture. The obligations of the Issuer under this Note and the Indenture are limited recourse obligations of
the Issuer payable solely from the Assets in accordance with the Indenture, and following realization of the Assets in accordance
with the Indenture, all claims of Noteholders shall be extinguished and shall not thereafter revive. The Subordinated Notes represent
unsecured, subordinated obligations of the Issuer and are not entitled to security under the Indenture.


 


Payments of Interest
Proceeds and Principal Proceeds to the Holders of the Subordinated Notes are subordinated to payments in respect of other classes
of Notes as set forth in the Indenture and failure to pay such amounts will not constitute an Event of Default under the Indenture.


 


Unless the certificate
of authentication hereon has been executed by the Trustee or the Authenticating Agent by the manual signature of one of their authorized
signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


This Note is one
of a duly authorized issue of Subordinated Notes due 2118 (the “Subordinated Notes” and, together with the other
classes of Notes issued under the Indenture, the “Notes”) issued under an indenture dated as of November 16,
2018 (the “Indenture”) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”,
which term includes any successor trustee as permitted under the Indenture). Reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 




    	 	A-2-7	 



     


    

 


This Note may be
redeemed, in whole but not in part, (a) on any Business Day on or after the redemption or repayment in full of the Secured Notes,
at the direction of a Majority of the Subordinated Notes as set forth in Section 9.2 of the Indenture, or (b) if a Tax Redemption
occurs because a Majority of any Affected Class or a Majority of the Subordinated Notes so direct the Trustee following the occurrence
of a Tax Event as set forth in Section 9.3 of the Indenture, in the manner, under the conditions and with the effect provided in
the Indenture.


 


Transfers of this
Rule 144A Global Subordinated Note shall be limited to transfers of such Rule 144A Global Subordinated Note in whole, but not in
part, to a nominee of DTC or to a successor of DTC or such successor’s nominee.


 


Interests in this
Rule 144A Global Subordinated Note will be transferable in accordance with DTC’s rules and procedures in use at such time,
and to transferees acquiring Certificated Subordinated Notes or to a transferee taking an interest in a Rule 144A Global Subordinated
Note, subject to and in accordance with the restrictions set forth in the Indenture.


 


The Issuer, the Trustee,
and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note
on the Register on the applicable Record Date for the purpose of receiving payments of principal of and interest on such Note and
on any other date for all other purposes whatsoever (whether or not such Note is overdue), and neither the Issuer nor the Trustee
nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


The Subordinated
Notes will be issued in minimum denominations of $[●] and integral multiples of $1.00 in excess thereof.


 


If an Event of Default
shall occur and be continuing, the Subordinated Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


Interests in this
Rule 144A Global Subordinated Note may be exchanged for an interest in, or transferred to a transferee taking an interest in, the
corresponding Rule 144A Global Subordinated Note subject to the restrictions as set forth in the Indenture. This Rule 144A Global
Subordinated Note is subject to mandatory exchange for Certificated Notes under the limited circumstances set forth in the Indenture.


 


Upon redemption,
exchange of or increase in any interest represented by this Rule 144A Global Subordinated Note, this Rule 144A Global Subordinated
Note shall be endorsed on Schedule A hereto to reflect the reduction of or increase in the principal amount evidenced hereby.


 


Title to Notes shall
pass by registration in the Register kept by Registrar which initially is the Trustee, acting through its Corporate Trust Office.


 


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


 




    	 	A-2-8	 



     


    

 


Each holder and beneficial
owner of this Note, by its acceptance of this Note, hereby agrees that it shall not 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 U.S. federal or state bankruptcy laws or any similar laws until at least one year and one day after
payment in full of the Notes, or, if longer, the applicable preference period then in effect plus one day following such payment
in full.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.


 




    	 	A-2-9	 



     


    

 


IN WITNESS WHEREOF, the Issuer has caused
this Note to be duly executed.


 


Dated as of November 16, 2018.


 


	 	GOLUB CAPITAL BDC CLO III LLC
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	 	A-2-10	 



     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes referred to in
the within-mentioned Indenture.


 


Dated as of November 16, 2018.


 


	 	U.S. BANK NATIONAL ASSOCIATION, 
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	 	A-2-11	 



     


    

 


SCHEDULE
A


 


SCHEDULE OF EXCHANGES OR REDEMPTIONS


 


The following exchanges, redemptions of
or increase in the whole or a part of the Notes represented by this Rule 144A Global Subordinated Note have been made:


 


	Date

    exchange/

    redemption/ 

    increase made	 	Original 

    principal 

    amount of this 

    Rule 144A 

    Global 

    Subordinated 

    Note	 	 	Part of principal 

    amount of this Rule 

    144A Global 

    Subordinated Note 

    exchanged / 

    redeemed / increased	 	Remaining principal 

    amount of this Rule 

    144A Global 

    Subordinated Note 

    following such 

    exchange / 

    redemption / increase	 	Notation 

    made by or 

    on behalf of 

    the Issuer
	 	 	$[●	]	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    	 	A-2-12	 



     


    

 


EXHIBIT A-3


 


FORM OF CERTIFICATED SECURED NOTE


 


CERTIFICATED SECURED NOTE


representing


 


CLASS [A][B][C-1][C-2][D] [SENIOR]1
SECURED [DEFERRABLE]2 FLOATING RATE
NOTES DUE 2031


 


THIS NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A PERSON THAT IS (1) (I) A “QUALIFIED
PURCHASER” (AS DEFINED FOR PURPOSES OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940
ACT”)) OR (II) SOLELY IN THE CASE OF CERTIFICATED SECURED NOTES, (X) A “KNOWLEDGEABLE EMPLOYEE” WITH RESPECT
TO THE ISSUER OR THE COLLATERAL MANAGER OR (Y) A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY (OTHER THAN
A TRUST) EACH SHAREHOLDER, PARTNER, MEMBER OR OTHER EQUITY OWNER OF WHICH IS A QUALIFIED PURCHASER AFFILIATED WITH THE COLLATERAL
MANAGER AND/OR A KNOWLEDGEABLE EMPLOYEE WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER AND (2) (X) A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED
BY SUCH RULE THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES
OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(D) OR (A)(1)(E) OF RULE
144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS
WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES OF THE PLAN, (Y) SOLELY IN THE CASE OF CERTIFICATED SECURED NOTES, AN INSTITUTIONAL
“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “IAI”)
OR (Z) SOLELY IN THE CASE OF CERTIFICATED SECURED NOTES, ANOTHER “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) UNDER
THE SECURITIES ACT) THAT IS ALSO A KNOWLEDGEABLE EMPLOYEE WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER OR AN ENTITY OWNED
EXCLUSIVELY BY QUALIFIED PURCHASERS AFFILIATED WITH THE COLLATERAL MANAGER AND/OR KNOWLEDGEABLE EMPLOYEES WITH RESPECT TO THE ISSUER
OR THE COLLATERAL MANAGER OR (B) TO A PERSON THAT IS A QUALIFIED PURCHASER AND NOT A “U.S. PERSON” (AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT) AND IS ACQUIRING THIS SECURED NOTE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED
BY SUCH REGULATION, AND IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED
TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION.


 





 






1
Applicable only to the Class A Notes and the Class B Notes.


2
Applicable only to the Class C-1 Notes, the Class C-2 Notes and the Class D Notes.


 




    	 	A-3-1	 



     


    

 


THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE,
TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN A NOTE THAT IS A U.S. PERSON AND IS NOT BOTH (A) A QUALIFIED PURCHASER OR, IN
THE CASE OF CERTIFICATED SECURED NOTES, (1) A “KNOWLEDGEABLE EMPLOYEE” WITH RESPECT TO THE ISSUER OR THE COLLATERAL
MANAGER, OR (2) A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY (OTHER THAN A TRUST) EACH SHAREHOLDER, PARTNER,
MEMBER OR OTHER EQUITY OWNER OF WHICH IS A QUALIFIED PURCHASER AFFILIATED WITH THE COLLATERAL MANAGER AND/OR A “KNOWLEDGEABLE
EMPLOYEE” WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER AND (B) A QUALIFIED INSTITUTIONAL BUYER, OR, IN THE CASE OF
CERTIFICATED SECURED NOTES AN IAI OR ANOTHER “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) UNDER THE SECURITIES
ACT) MEETING THE REQUIREMENTS OF CLAUSE (A)(1) OR (2) ABOVE, TO SELL ITS INTEREST IN THE NOTE, OR MAY SELL SUCH INTEREST ON BEHALF
OF SUCH OWNER.


 


EACH PURCHASER OR TRANSFEREE OF THIS NOTE
WILL BE REQUIRED OR DEEMED TO REPRESENT AND WARRANT THAT (A) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS
ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), AND (B) IF IT IS, OR IS ACTING ON BEHALF OF, A GOVERNMENTAL, CHURCH, NON-U.S.
OR OTHER PLAN WHICH IS SUBJECT TO ANY STATE, LOCAL, OTHER FEDERAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO
THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (ANY SUCH LAW OR REGULATION, AN “OTHER
PLAN LAW”), ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION
OF ANY SUCH OTHER PLAN LAW. “BENEFIT PLAN INVESTOR” MEANS A BENEFIT PLAN INVESTOR, AS DEFINED IN SECTION 3(42) OF ERISA
AND 29 C.F.R. SECTION 2510.3-101, AND INCLUDES (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF TITLE I OF ERISA) THAT
IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, (B) A PLAN THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) ANY
ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S
INVESTMENT IN THE ENTITY.


 




    	 	A-3-2	 



     


    

 


TRANSFERS OF THIS NOTE SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.


 


PRINCIPAL OF THIS NOTE IS PAYABLE AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF
THE TRUSTEE.


 


Each
holder OR BENEFICIAL OWNER OF A SECURED Note (OR any interest therein) will be deemed to have represented and agreed to treat the
Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes, EXCEPT AS OTHERWISE REQUIRED BY LAW.


 


The
failure to provide the Issuer and the Trustee (and any of their agents) with the properly completed and signed tax certifications
(generally, in the case of U.S. federal income tax, an Internal Revenue Service Form W-9 (or applicable successor form) in the
case of a person that is a “United States Person” within the meaning of section 7701(a)(30) of the Code or the appropriate
Internal Revenue Service Form W-8 (or applicable successor form) in the case of a person that is not a “United States Person”
within the meaning of section 7701(a)(30) of the Code) may result in withholding from payments in respect of THIS Note, including
U.S. federal withholding or back-up withholding. 


 


Each
holder OR BENEFICIAL OWNER of this Note that is not a “United States TAX Person” will be deemed to HAVE REPRESENTED
THAT either (a) it is not (I) a bank (OR AN ENTITY AFFILIATED WITH A BANK) extending credit pursuant to a loan agreement entered
into in the ordinary course of its trade or business (within the meaning of section 881(c)(3)(A) of the Code), (II) A “10
PERCENT SHAREHOLDER” WITH RESPECT TO THE ISSUER WITHIN THE MEANING OF SECTION 871(H)(3) OR SECTION 881(C)(3)(D) OF THE CODE,
OR (III) A “CONTROLLED FOREIGN CORPORATION” THAT IS RELATED TO THE ISSUER WITHIN THE MEANING OF SECTION 881(C)(3)(C)
OF THE CODE; (b) it is a person that is eligible for benefits under an income tax treaty with the United States that eliminates
U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States; or (c)
it has provided an IRS Form W-8ECI representing that all payments received or to be received by it on the Notes are effectively
connected with the conduct of a trade or business in the United States.


 




    	 	A-3-3	 



     


    

 


Each
holder OR BENEFICIAL OWNER of THIS Note (OR any interest therein) THAT IS NOT A UNITED STATES TAX PERSON will be deemed to HAVE
representED and ACKNOWLEDGED that it is not and will not beCOME a member of an “expanded group” (within the meaning
of THE Regulations ISSUED under Section 385 of the Code) that includes a DOMESTIC corporation (as determined for U.S. federal income
tax purposes) if EITHER (i) the Issuer is AN ENTITY DISREGARDED AS SEPARATE FROM SUCH DOMESTIC CORPORATION FOR U.S. FEDERAL INCOME
TAX PURPOSES OR (II) THE ISSUER IS a “controlled partnership” (within the meaning of the Regulations) with respect
to such expanded group OR AN ENTITY DISREGARDED AS SEPARATE FROM SUCH CONTROLLED PARTNERSHIP for U.S. federal income tax purposes.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE WILL BE DEEMED TO HAVE AGREED TO PROVIDE THE ISSUER AND ANY RELEVANT INTERMEDIARY WITH
ANY INFORMATION OR DOCUMENTATION THAT IS REQUIRED UNDER FATCA OR THAT THE ISSUER OR RELEVANT INTERMEDIARY DEEMS APPROPRIATE TO
ENABLE THE ISSUER OR RELEVANT INTERMEDIARY TO DETERMINE THEIR DUTIES AND LIABILITIES WITH RESPECT TO ANY TAXES THEY MAY BE REQUIRED
TO WITHHOLD PURSUANT TO FATCA IN RESPECT OF SUCH NOTE OR THE HOLDER OF SUCH NOTE OR BENEFICIAL INTEREST THEREIN. IN ADDITION, EACH
PURCHASER AND SUBSEQUENT TRANSFEREE OF SUCH NOTES (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE UNDERSTOOD AND ACKNOWLEDGED
THAT THE ISSUER HAS THE RIGHT UNDER THIS INDENTURE TO WITHHOLD ON ANY HOLDER OR ANY BENEFICIAL OWNER OF AN INTEREST IN A NOTE THAT
FAILS TO COMPLY WITH FATCA. 


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE AGREED THAT IT WILL INDEMNIFY THE ISSUER,
THE TRUSTEE, AND THEIR RESPECTIVE AGENTS FROM ANY AND ALL DAMAGES, COST AND EXPENSES (INCLUDING ANY AMOUNT OF TAXES, FEES, INTEREST,
ADDITIONS TO TAX, OR PENALTIES) RESULTING FROM THE FAILURE BY IT TO COMPLY WITH ITS OBLIGATIONS UNDER THE NOTE. IT ACKNOWLEDGES
THAT THE INDEMNIFICATION WILL CONTINUE WITH RESPECT TO ANY PERIOD DURING WHICH IT HELD SUCH NOTE (OR ANY INTEREST THEREIN), NOTWITHSTANDING
IT CEASING TO BE A HOLDER OF THE NOTE.


 


EACH
PURCHASER OR TRANSFEREE OF THIS NOTE OR ANY INTEREST IN THIS NOTE WILL BE REQUIRED, OR, BY ACQUIRING THIS NOTE OR AN INTEREST IN
THIS NOTE, WILL BE DEEMED, TO REPRESENT AND WARRANT THAT: (A) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
TO BE CAPABLE OF MAKING ITS OWN INDEPENDENT EVALUATION OF THE REASONABLENESS AND ACCURACY OF THE INFORMATION CONTAINED UNDER THE
“CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR; (B) IT UNDERSTANDS THE INHERENT LIMITATIONS OF THE
INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR AND HAS BEEN AFFORDED
AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO VERIFY
THE ACCURACY OF, OR TO SUPPLEMENT THE INFORMATION UNDER, THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING
CIRCULAR; (C) IT APPROVES THE USE OF THE METHODOLOGY, INPUTS AND ASSUMPTIONS DESCRIBED UNDER THE “CREDIT RISK RETENTION”
SECTION HEADING IN THE OFFERING CIRCULAR; (D) IT HAS MADE ITS OWN INDEPENDENT DECISION REGARDING AN INVESTMENT IN THE NOTES WITHOUT
RELIANCE UPON, OR USE OF, IN ANY MANNER WHATSOEVER THE INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION
HEADING IN THE OFFERING CIRCULAR; AND (E) IT UNDERSTANDS THAT THE ISSUER AND COLLATERAL MANAGER ARE RELYING ON THE FOREGOING AS
A MATERIAL INDUCEMENT TO ENTER THIS TRANSACTION AND OTHERWISE WOULD NOT ENGAGE IN THIS TRANSACTION.


 


[THIS
NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE
PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY WRITING TO THE ISSUER.]3


 





 






3
Applicable only to the Class C Notes and the Class D Notes.


 




    	 	A-3-4	 



     


    

 


GOLUB CAPITAL BDC CLO III LLC


 


CERTIFICATED SECURED NOTE


representing


 


CLASS [A][B][C-1][C-2][D] [SENIOR] SECURED
[DEFERRABLE] FLOATING RATE NOTES DUE 2031


 


U.S.$[_]


 


C-1


CUSIP No.: [_]


 


GOLUB CAPITAL BDC
CLO III LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), for
value received, hereby promise to pay to [_____] or registered assigns, upon presentation and surrender of this Note (except as
otherwise permitted by the Indenture referred to below), the principal sum of [______] United States Dollars (U.S.$[________])
on January 20, 2031 or, if such day is not a Business Day, the next succeeding Business Day (the “Stated Maturity”)
except as provided below and in the Indenture. The obligations of the Issuer under this Note and the Indenture are limited recourse
obligations of the Issuer payable solely from the Assets in accordance with the Indenture, and following realization of the Assets
in accordance with the Indenture, all claims of Noteholders shall be extinguished and shall not thereafter revive.


 


The Issuer promises
to pay interest, if any, on the 20th day of January, April, July and October in each year, commencing January 2019 (or, if such
day is not a Business Day, the next succeeding Business Day), at the rate equal to LIBOR plus [1.48][2.10][2.80][2.65][2.95]% per
annum on the unpaid principal amount hereof until the principal hereof is paid or duly provided for[; provided that such
interest rate is subject to reduction in connection with a Re-Pricing pursuant to the terms of Section 9.8 of the Indenture]4.
Interest shall be computed on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided
by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest, which shall
be the last day of the month (whether or not a Business Day) immediately preceding such Payment Date.


 


Interest will cease
to accrue on each Class [A][B][C-1][C-2][D] Note, or in the case of a partial repayment, on such part, from the date of repayment
or Stated Maturity unless payment of principal is improperly withheld or unless a default is otherwise made with respect to such
payments. The principal of this Class [A][B][C-1][C-2][D] Note shall be payable on the first Payment Date on which funds are permitted
to be used for such purpose in accordance with the Priority of Payments. The principal of each Class [A][B][C-1][C-2][D] Note shall
be payable no later than the Stated Maturity unless the unpaid principal of such Note becomes due and payable at an earlier date
by declaration of acceleration, call for redemption or otherwise.


 





 






4
Applicable only to the Class B Notes, the Class C-1 Notes, the Class C-2 Notes and the Class D Notes.


 




    	 	A-3-5	 



     


    

 


[If any Priority
Class is Outstanding with respect to the Class [C-1][C-2][D] Notes, any interest on the Class [C-1][C-2][D] Notes that is not paid
when due by operation of the Priority of Payments will be deferred. Any interest so deferred will be added to the principal balance
of the Class [C-1][C-2][D] Notes, and thereafter, interest will accrue on the aggregate outstanding principal amount of the Class
[C-1][C-2][D] Notes, as so increased.]5


 


Unless the certificate
of authentication hereon has been executed by the Trustee or the Authenticating Agent by the manual signature of one of their authorized
signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


This Note is one
of a duly authorized issue of Class [A][B][C][D-1][D-2] [Senior] Secured [Deferrable] Floating Rate Notes due 2031 (the “Class
[A][B][C][D-1][D-2] Notes” and, together with the other classes of Notes issued under the Indenture, the “Notes”)
issued under an indenture dated as of November 16, 2018 (the “Indenture”) between the Issuer and U.S. Bank National
Association, as trustee (the “Trustee”, which term includes any successor trustee as permitted under the Indenture).
Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


This Note is subject
to optional redemption as specified in the Indenture. In the case of any optional redemption of Class [A][B][C-1][C-2][D] Notes,
interest and principal installments whose Payment Date is on or prior to the Redemption Date will be payable to the Holders of
such Notes registered as such at the close of business on the relevant Record Date.


 


This Note may be
transferred to a transferee acquiring Certificated Secured Notes, to a transferee taking an interest in a Rule 144A Global Secured
Note or to a transferee taking an interest in a Regulation S Global Secured Note, subject to and in accordance with the restrictions
set forth in the Indenture.


 


If (a) a redemption
occurs because any Coverage Test is not satisfied as set forth in Section 9.1 of the Indenture, (b) a redemption occurs because
a Majority of the Subordinated Notes provides written direction to this effect (and in the case of a Refinancing, with the consent
of the Collateral Manager and the U.S. Retention Provider) as set forth in Section 9.2 of the Indenture, (c) a Special Redemption
occurs (x) during the Reinvestment Period, if the Collateral Manager is unable, for a period of at least 20 consecutive Business
Days, to identify additional Collateral Obligations in sufficient amounts to permit the investment or reinvestment of all or a
portion of the funds then in the Collection Account or (y) after the Effective Date, due to the failure to obtain Rating Agency
confirmation of the Initial Ratings of the Secured Notes, each as set forth in Section 9.6 of the Indenture, (d) a redemption occurs
because a Majority of an Affected Class or a Majority of the Subordinated Notes so direct the Trustee following the occurrence
of a Tax Event as set forth in Section 9.3 of the Indenture or (e) a redemption occurs because a Majority of the Subordinated Notes
or the Collateral Manager provides written direction to this effect as set forth in Section 9.9 of the Indenture, then in each
case this Note may be redeemed in the manner, under the conditions and with the effect provided in the Indenture. In connection
with any redemption pursuant to clauses (b) or (d), Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured
Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to such Holders of such Class
of Secured Notes.


 





 






5
Applicable only to the Class C-1 Notes, the Class C-2 Notes and the Class D Notes.


 




    	 	A-3-6	 



     


    

 


The Issuer, the Trustee,
and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note
on the Register on the applicable Record Date for the purpose of receiving payments of principal of and interest on such Note and
on any other date for all other purposes whatsoever (whether or not such Note is overdue), and neither the Issuer nor the Trustee
nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


The Class [A][B][C-1][C-2][D]
Notes will be issued in minimum denominations of $250,000 and integral multiples of $1.00 in excess thereof.


 


If an Event of Default
shall occur and be continuing, the Class [A][B][C-1][C-2][D] Notes may become or be declared due and payable in the manner and
with the effect provided in the Indenture.


 


Title to Notes shall
pass by registration in the Register kept by the Registrar which initially is the Trustee, acting through its Corporate Trust Office.


 


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


 


Each holder and beneficial
owner of this Note, by its acceptance of this Note, hereby agrees that it shall not 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 U.S. federal or state bankruptcy laws or any similar laws until at least one year and one day after
payment in full of the Notes, or, if longer, the applicable preference period then in effect plus one day following such payment
in full.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.


 




    	 	A-3-7	 



     


    

 


IN WITNESS WHEREOF, the Issuer has caused
this Note to be duly executed.


 


Dated as of November 16, 2018.


 


	 	GOLUB CAPITAL BDC CLO III LLC
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	 	A-3-8	 



     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes referred to in
the within-mentioned Indenture.


 


Dated as of November 16, 2018.


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	 	A-3-9	 



     


    

  


Assignment
Form


 


For value received
___________________________________________


 


does hereby sell,
assign, and transfer to


 


___________________________________________


 


 ___________________________________________




Please insert social security
or


other identifying number of
assignee


 


Please print or type name


and address, including zip code,


of
assignee: 


 


___________________________________________________________


 


___________________________________________________________


 


___________________________________________________________


 


___________________________________________________________


 


the within Note and
does hereby irrevocably constitute and appoint ___________________________ Attorney to transfer the Note on the books of the Trustee
with full power of substitution in the premises.


 


	Date: _______________	 	Your Signature	 
	 	 	 	(Sign exactly as your name
	  	 	 	appears in the security)
	 	 	 	 
	 	 	Signature Guaranteed*: 	 


 


*       NOTE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation
in STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 




    	 	A-3-10	 



     


    

 


EXHIBIT A-4


 


FORM OF CERTIFICATED SUBORDINATED NOTE


 


CERTIFICATED SUBORDINATED NOTE


representing


 


SUBORDINATED NOTES DUE 2118


 


THIS
SUBORDINATED NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO
A PERSON THAT IS (1) (I) A “QUALIFIED PURCHASER” OR (II) (X) A “KNOWLEDGEABLE EMPLOYEE” WITH RESPECT TO
THE ISSUER or THE COLLATERAL MANAGER OR (Y) A corporation, partnership, limited liability company or other entity (other than a
trust) each shareholder, partner, member or other equity owner of which is a qualified purchaser AFFILIATED WITH THE COLLATERAL
MANAGER AND/or a Knowledgeable Employee WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER (IN EACH CASE, AS DEFINED FOR PURPOSES
OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”)) AND (2) (X) A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT
REGISTRATION PROVIDED BY SUCH RULE THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25
MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(D)
OR (A)(1)(E) OF RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN,
IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES OF THE PLAN, (Y) AN “INSTITUTIONAL ACCREDITED
INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “IAI”) OR (Z) ANOTHER
“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT) THAT IS ALSO A KNOWLEDGEABLE EMPLOYEE WITH
RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER OR AN ENTITY OWNED EXCLUSIVELY BY QUALIFIED PURCHASERS AFFILIATED WITH THE COLLATERAL
MANAGER AND/OR KNOWLEDGEABLE EMPLOYEES WITH RESPECT TO THE ISSUER OR THE COLLATERAL MANAGER, AND IN EACH CASE IN COMPLIANCE WITH
THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAW OF ANY APPLICABLE JURISDICTION.


 




    	 	A-4-1	 



     


    

 


EACH
PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE REQUIRED TO (I) REPRESENT AND WARRANT IN WRITING TO THE TRUSTEE (1) WHETHER OR NOT,
FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN, IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, (2) WHETHER
OR NOT, FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN, IT IS A CONTROLLING PERSON AND (3) THAT (A) IF IT IS, OR IS ACTING
ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND (B) IF IT IS, OR IS ACTING ON BEHALF
OF, A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, (I) IT IS NOT, AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN
IT WILL NOT BE, SUBJECT TO 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 INTEREST THEREIN) BY VIRTUE OF ITS INTEREST AND THEREBY SUBJECT
THE ISSUER OR THE COLLATERAL MANAGER (OR OTHER PERSONS RESPONSIBLE FOR THE INVESTMENT AND OPERATION OF THE ISSUER’S ASSETS)
TO LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE, AND (II) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
VIOLATION OF ANY APPLICABLE STATE, LOCAL, OTHER FEDERAL OR NON-U.S. LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE. EACH PURCHASER OR SUBSEQUENT TRANSFEREE, AS APPLICABLE,
OF SUBORDINATED NOTES IN THE FORM OF A CERTIFICATED NOTE WILL BE REQUIRED TO COMPLETE A BENEFIT PLAN INVESTOR CERTIFICATE IDENTIFYING
ITS STATUS AS A BENEFIT PLAN INVESTOR OR A CONTROLLING PERSON. “BENEFIT PLAN INVESTOR” MEANS A BENEFIT PLAN INVESTOR,
AS DEFINED IN SECTION 3(42) OF ERISA AND 29 C.F.R. SECTION 2510.3-101, AND INCLUDES (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF TITLE I OF ERISA) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, (B) A PLAN THAT IS SUBJECT
TO SECTION 4975 OF THE CODE OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY SUCH EMPLOYEE
BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY. “CONTROLLING PERSON” MEANS A PERSON (OTHER THAN A BENEFIT
PLAN INVESTOR) WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER OR ANY PERSON WHO PROVIDES INVESTMENT
ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS, OR ANY AFFILIATE OF ANY SUCH PERSON. AN “AFFILIATE”
OF A PERSON INCLUDES ANY PERSON, DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES, CONTROLLING, CONTROLLED BY OR UNDER
COMMON CONTROL WITH THE PERSON. “CONTROL” WITH RESPECT TO A PERSON OTHER THAN AN INDIVIDUAL MEANS THE POWER TO EXERCISE
A CONTROLLING INFLUENCE OVER THE MANAGEMENT OR POLICIES OF SUCH PERSON.


 


NO
TRANSFER OF A SUBORDINATED NOTE OR ANY INTEREST THEREIN WILL BE PERMITTED IF IT WOULD CAUSE 25% OR MORE OF THE TOTAL VALUE OF THE
SUBORDINATED NOTES TO BE HELD BY BENEFIT PLAN INVESTORS, DISREGARDING SUBORDINATED NOTES (OR INTERESTS THEREIN) HELD BY CONTROLLING
PERSONS. 


 




    	 	A-4-2	 



     


    

 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND AGREED TO TREAT THE NOTE
AS EQUITY FOR U.S. FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX PURPOSES.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT ITS IS
A UNITED STATES TAX PERSON, AGREED TO PROVIDE THE ISSUER AND THE TRUSTEE (AND ANY OF THEIR AGENTS) WITH A CORRECT, COMPLETE AND
PROPERLY EXECUTED IRS FORM W-9 (OR APPLICABLE SUCCESSOR FORM), AND ACKNOWLEDGED THAT IF IT FAILS to provide the Issuer and the
Trustee (and any of their agents) with the properly completed and signed tax certifications SPECIFIED ABOVE, THE ACQUISITION OF
ITS INTEREST IN SUCH NOTE SHALL BE VOID AB INITIO.


 


Each
holder oR BENEFICIAL OWNER OF THIS NOTE (OR any interest therein) WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED, AND AGREED
THAT:


 


(a)          sUCH
nOTE (OR ANY INTERESTS THEREIN) may not be acquired or owned by any Person that is classified for U.S. federal income tax purposes
as a partnership, Subchapter S corporation or grantor trust unless (i) (a) except in the case of the Retention Provider, none of
the direct or indirect beneficial owners of any interest in such Person have or ever will have more than 40% of the value of its
interest in such Person attributable to the aggregate interest of such Person in the combined value of the notes (and any OTHER
INTEREST TREATED AS equity in the Issuer FOR U.S. FEDERAL INCOME TAX PURPOSES), and (b) it is not and will not be a principal purpose
of the arrangement involving the investment of such Person in any subordinated notes and any OTHER equity interests of the Issuer
to permit any partnership to satisfy the 100 partner limitation of TREASURY REGULATIONS SECTION 1.7704-1(H)(1)(II) or (ii) such
Person obtains WRITTEN ADVICE OF DECHERT LLP OR an opinion of nationally recognized u.s. tax counsel reasonably acceptable to the
issuer that such transfer will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation;


 


(b)          IT
WILL NOT PARTICIPATE IN THE CREATION OR OTHER TRANSFER OF ANY FINANCIAL INSTRUMENT OR CONTRACT THE VALUE OF WHICH IS DETERMINED
IN WHOLE OR IN PART BY REFERENCE TO THE ISSUER (INCLUDING THE AMOUNT OF DISTRIBUTIONS BY THE ISSUER, THE VALUE OF THE ISSUER’S
ASSETS, OR THE RESULTS OF THE ISSUER’S OPERATIONS) OR THE NOTE;


 




    	 	A-4-3	 



     


    

 


(C)         IT
WILL NOT ACQUIRE, sell, transfer, assign, participate, pledge or otherwise dispose of thE Note (OR any interest therein) or cause
thE Note (OR any interest therein) to be marketed, (i) on or through an “established securities market” within the
meaning of section 7704(B)(1) of the Code and TREASURY REGULATIONS SECTION 1.7704-1(B), including without limitation, an interdealer
quotation system that regularly disseminates firm buy or sell quotations or (ii) if such acquisition, sale, transfer, assignment,
participation, pledge or other disposition would cause the combined number of holders of THE notes and any OTHER equity interests
in the Issuer to be more than 88; AND


 


(D)         IT
acknowledges and agrees that any sale, transfer, assignment, participation, pledge, or other disposition of the Note (OR any interest
therein) that would violate any of the three preceding paragraphs above or otherwise cause the Issuer to be unable to rely on the
“private placement” safe harbor of TREASURY REGULATIONS SECTION 1.7704-1(H) will be void and of no force or effect,
and it will not transfer any interest in the Note to any Person that does not agree to be bound by the three preceding paragraphs
above or by this paragraph.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT, FOR SO LONG
AS THE ISSUER IS CLASSIFIED AS A PARTNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSES, IT SHALL NOT ACQUIRE ANY SUCH NOTE (OR ANY OTHER
INTEREST TREATED AS EQUITY IN THE ISSUER FOR U.S. FEDERAL INCOME TAX PURPOSES) IF SUCH TRANSFER WOULD RESULT IN THE ISSUER BEING
TREATED AS A DISREGARDED ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT, FOR SO LONG
AS THE ISSUER IS DISREGARDED AS SEPARATE FROM IT FOR U.S. FEDERAL INCOME TAX PURPOSES, A NOTE MAY NOT BE TRANSFERRED BY IT (EXCEPT
TO A PERSON THAT IS DISREGARDED AS SEPARATE FROM SUCH HOLDER OR BENEFICIAL OWNER FOR U.S. FEDERAL INCOME TAX PURPOSES), UNLESS
IT HAS RECEIVED WRITTEN ADVICE OF DECHERT LLP OR AN OPINION OF NATIONALLY RECOGNIZED U.S. TAX COUNSEL REASONABLY ACCEPTABLE TO
THE ISSUER THAT SUCH TRANSFER WILL NOT RESULT IN THE ISSUER BECOMING CLASSIFIED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR AS
A PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION FOR U.S. FEDERAL INCOME TAX PURPOSES AND WILL NOT CAUSE THE ISSUER TO BE
SUBJECT TO U.S. FEDERAL INCOME TAX ON A NET BASIS.


 




    	 	A-4-4	 



     


    

 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT, it shall
NOT TRANSFER Any Secured NOTE (EXCEPT TO A PERSON THAT IS DISREGARDED AS SEPARATE FROM IT FOR U.S. FEDERAL INCOME TAX PURPOSES)
if at any time prior to such transfer the issuer was disregarded as separate from such holder for U.S. federal income tax purposes,
UNLESS IT SHALL HAVE RECEIVED WRITTEN ADVICE OF DECHERT LLP OR AN OPINION OF TAX COUNSEL OF NATIONALLY RECOGNIZED STANDING IN THE
UNITED STATES EXPERIENCED IN SUCH MATTERS THAT, IMMEDIATELY FOLLOWING SUCH TRANSFER, SUCH NOTE AND OTHER OUTSTANDING NOTES OF THE
SAME CLASS (OTHER THAN ANY NOTES THAT IT HOLDS IMMEDIATELY AFTER SUCH TRANSFER) WILL BE FUNGIBLE FOR U.S. FEDERAL INCOME TAX PURPOSES.


 


EACH
HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE AGREED TO DELIVER TO THE TRANSFEREE, WITH
A COPY TO THE TRUSTEE, PRIOR TO THE TRANSFER OF SUCH NOTE (OR ANY INTEREST THEREIN), A PROPERLY COMPLETED CERTIFICATE, IN A FORM
REASONABLY ACCEPTABLE TO THE TRANSFEREE AND THE TRUSTEE, STATING, UNDER PENALTY OF PERJURY, THE TRANSFEROR’S UNITED STATES
TAXPAYER IDENTIFICATION NUMBER AND THAT THE TRANSFEROR IS NOT A FOREIGN PERSON WITHIN THE MEANING OF SECTION 1446(f)(2) OF THE
CODE (SUCH CERTIFICATE, A “NON-FOREIGN STATUS CERTIFICATE”). EACH HOLDER OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST
THEREIN) WILL BE DEEMED TO HAVE ACKNOWLEDGED THAT THE FAILURE TO PROVIDE A NON-FOREIGN STATUS CERTIFICATE TO THE TRANSFEREE MAY
RESULT IN WITHHOLDING ON THE AMOUNT REALIZED ON ITS DISPOSITION OF SUCH NOTE.


 


Each
holder OR BENEFICIAL OWNER OF THIS NOTE (OR ANY INTEREST THEREIN) will BE DEEMED TO HAVE AGREED THAT IT WILL indemnify the Issuer,
the Trustee, and their respective agents from any and all damages, cost and expenses (including any amount of taxes, fees, interest,
additions to tax, or penalties) resulting from the failure by IT to comply with its obligations under thE Note. IT ACKNOWLEDGES
THAT The indemnification will continue with respect to any period during which IT held SUCH Note (OR any interest therein), notwithstanding
IT ceasing to be a holder of the Note.


 




    	 	A-4-5	 



     


    

 


THE
ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF A SUBORDINATED NOTE WHO HAS MADE OR HAS BEEN DEEMED
TO MAKE A PROHIBITED TRANSACTION, BENEFIT PLAN INVESTOR, CONTROLLING PERSON, SIMILAR LAW OR OTHER PLAN LAW REPRESENTATION THAT
IS SUBSEQUENTLY SHOWN TO BE FALSE OR MISLEADING OR WHOSE OWNERSHIP OTHERWISE CAUSES A VIOLATION OF THE 25% LIMITATION TO SELL ITS
INTEREST IN THE SUBORDINATED NOTE, OR TO SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.


 


THE
ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN A SUBORDINATED NOTE THAT IS A U.S.
PERSON AND IS NOT (A) A QUALIFIED PURCHASER, A KNOWLEDGEABLE EMPLOYEE WITH RESPECT TO THE ISSUER OR A CORPORATION, PARTNERSHIP,
LIMITED LIABILITY COMPANY OR OTHER ENTITY (OTHER THAN A TRUST) EACH SHAREHOLDER, PARTNER, MEMBER OR OTHER EQUITY OWNER OF WHICH
IS EITHER A KNOWLEDGEABLE EMPLOYEE WITH RESPECT TO THE ISSUER OR A QUALIFIED PURCHASER AND (B) A QUALIFIED INSTITUTIONAL BUYER
OR AN ACCREDITED INVESTOR TO SELL ITS INTEREST IN THE SUBORDINATED NOTES, OR TO SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.


 


DISTRIBUTIONS
OF PRINCIPAL PROCEEDS AND INTEREST PROCEEDS TO THE HOLDER OF THE SUBORDINATED NOTES REPRESENTED HEREBY ARE SUBORDINATED TO THE
PAYMENT ON EACH PAYMENT DATE OF PRINCIPAL OF AND INTEREST ON THE SECURED NOTES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE
EXTENT AND AS DESCRIBED IN THE INDENTURE.


 


EACH
PURCHASER OR TRANSFEREE OF THIS NOTE OR ANY INTEREST IN THIS NOTE WILL BE REQUIRED, OR, BY ACQUIRING THIS NOTE OR AN INTEREST IN
THIS NOTE, WILL BE DEEMED, TO REPRESENT AND WARRANT THAT: (A) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
TO BE CAPABLE OF MAKING ITS OWN INDEPENDENT EVALUATION OF THE REASONABLENESS AND ACCURACY OF THE INFORMATION CONTAINED UNDER THE
“CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR; (B) IT UNDERSTANDS THE INHERENT LIMITATIONS OF THE
INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR AND HAS BEEN AFFORDED
AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO VERIFY
THE ACCURACY OF, OR TO SUPPLEMENT THE INFORMATION UNDER, THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING
CIRCULAR; (C) IT APPROVES THE USE OF THE METHODOLOGY, INPUTS AND ASSUMPTIONS DESCRIBED UNDER THE “CREDIT RISK RETENTION”
SECTION HEADING IN THE OFFERING CIRCULAR; (D) IT HAS MADE ITS OWN INDEPENDENT DECISION REGARDING AN INVESTMENT IN THE NOTES WITHOUT
RELIANCE UPON, OR USE OF, IN ANY MANNER WHATSOEVER THE INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION
HEADING IN THE OFFERING CIRCULAR; AND (E) IT UNDERSTANDS THAT THE ISSUER AND COLLATERAL MANAGER ARE RELYING ON THE FOREGOING AS
A MATERIAL INDUCEMENT TO ENTER THIS TRANSACTION AND OTHERWISE WOULD NOT ENGAGE IN THIS TRANSACTION.


 




    	 	A-4-6	 



     


    

 


GOLUB CAPITAL BDC CLO III LLC


 


CERTIFICATED SUBORDINATED NOTE


representing


 


SUBORDINATED NOTES DUE 2118


 


C-1


	CUSIP No.  [________]	U.S.$ [_]


 


GOLUB CAPITAL BDC
CLO III LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), for
value received, hereby promises to pay to [_______], upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of [________] United States Dollars (U.S.$[__________]) on November 16,
2118 or, if such day is not a Business Day, the next succeeding Business Day (the “Stated Maturity”) except
as provided below and in the Indenture.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Assets in accordance
with the Indenture, and following realization of the Assets in accordance with the Indenture, all claims of Noteholders shall be
extinguished and shall not thereafter revive. The Subordinated Notes represent unsecured, subordinated obligations of the Issuer
and are not entitled to security under the Indenture.


 


Payments of Interest
Proceeds and Principal Proceeds to the Holders of the Subordinated Notes are subordinated to payments in respect of other classes
of Notes as set forth in the Indenture and failure to pay such amounts will not constitute an Event of Default under the Indenture.


 


Unless the certificate
of authentication hereon has been executed by the Trustee or the Authenticating Agent by the manual signature of one of their authorized
signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


This Note is one
of a duly authorized issue of Subordinated Notes due 2118 (the “Subordinated Notes” and, together with the other
classes of Notes issued under the Indenture, the “Notes”) issued under an indenture dated as of November 16,
2018 (the “Indenture”) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”,
which term includes any successor trustee as permitted under the Indenture). Reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


This Note may be
redeemed, in whole but not in part, (a) on any Payment Date on or after the redemption or repayment in full of the Secured Notes,
at the direction of a Majority of the Subordinated Notes as set forth in Section 9.2 of the Indenture, or (b) if a Tax Redemption
occurs because a Majority of any Affected Class or a Majority of the Subordinated Notes so direct the Trustee following the occurrence
of a Tax Event as set forth in Section 9.3 of the Indenture, in the manner, under the conditions and with the effect provided in
the Indenture.


 




    	 	A-4-7	 



     


    

 


This Note may only
be transferred to a transferee acquiring Certificated Subordinated Notes, subject to and in accordance with the restrictions set
forth in the Indenture.


 


The Issuer, the Trustee,
and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note
on the Register on the applicable Record Date for the purpose of receiving payments of principal of and interest on such Note and
on any other date for all other purposes whatsoever (whether or not such Note is overdue), and neither the Issuer nor the Trustee
nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


The Subordinated
Notes will be issued in minimum denominations of $[●] and integral multiples of $1.00 in excess thereof.


 


If an Event of Default
shall occur and be continuing, the Subordinated Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


Title to Notes shall
pass by registration in the Register kept by the Registrar which initially is the Trustee, acting through its Corporate Trust Office.


 


No service charge
shall be made for registration of transfer or exchange of this Note, but the Issuer or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith.


 


Each holder and beneficial
owner of this Note, by its acceptance of this Note, hereby agrees that it shall not 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 U.S. federal or state bankruptcy laws or any similar laws until at least one year and one day after
payment in full of the Notes, or, if longer, the applicable preference period then in effect plus one day following such payment
in full.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.


 




    	 	A-4-8	 



     


    

 


IN WITNESS WHEREOF,
the Issuer has caused this Note to be duly executed.


 


Dated as of November 16, 2018.


 


	 	GOLUB CAPITAL BDC CLO III LLC
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	 	A-4-9	 



     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes referred to in
the within-mentioned Indenture.


 


Dated as of November 16, 2018.


 


	 	U.S. BANK NATIONAL ASSOCIATION, 
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	 	A-4-10	 



     


    

 


Assignment
Form


 


For value received
___________________________________________


 


does hereby sell, assign,
and transfer to


 


___________________________________________


 


 ___________________________________________




Please insert social security
or


other identifying number of
assignee


 


Please print or type name


and address, including zip code,


of assignee:


 


___________________________________________________________


 


___________________________________________________________


 


___________________________________________________________


 


___________________________________________________________


 


the within Note and
does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the Note on the books of the Trustee
with full power of substitution in the premises.


 


	Date: _______________	 	Your Signature	
	 	 	 	(Sign exactly as your name
	 	 	 	appears in the security)
	 	 	 	 
	 	 	Signature Guaranteed*: 	 


 


*       NOTE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation
in STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 




    	 	A-4-11	 



     


    

 


EXHIBIT B-1


 


FORM OF
TRANSFEROR CERTIFICATE FOR TRANSFER OF RULE 144A GLOBAL Secured NOTE OR CERTIFICATED secured NOTE TO REGULATION S GLOBAL Secured
NOTE


 


U.S. Bank National Association, as Trustee


111 Fillmore Avenue East


St. Paul, Minnesota 55107


Attention: Bondholder Services—EP-MN-WS2N—Golub
Capital BDC CLO III LLC


 


		Re:	Golub Capital BDC CLO III LLC (the “Issuer”); Class [A][B][C-1][C-2][D] Notes
due 2031 (the “Notes”)



 


Reference is hereby
made to the Indenture dated as of November 16, 2018 (the “Indenture”) between the Issuer and U.S. Bank National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


This letter relates
to U.S. $___________ aggregate principal amount of Notes which are held in the form of a [Rule 144A Global Secured Note representing
Class [A][B][C-1][C-2][D] Notes with DTC] [Certificated Secured Class [A][B][C-1][C-2][D] Notes] in the name of _______________
(the “Transferor”) to effect the transfer of the Notes in exchange for an equivalent beneficial interest in
a Regulation S Global Class [A][B][C-1][C-2][D] Note.


 


In connection with
such transfer, and in respect of such Notes, the Transferor does hereby certify that such Notes are being transferred to ________________
(the “Transferee”) in accordance with Regulation S under the United States Securities Act of 1933, as amended
(the “Securities Act”) and the transfer restrictions set forth in the Indenture and the Offering Circular defined
in the Indenture relating to such Notes and that:


 


a.           the
offer of the Notes was not made to a person in the United States;


 


b.           at
the time the buy order was originated, the Transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed that the Transferee was outside the United States;


 


c.           no
directed selling efforts have been made in contravention of the requirements of Rule 903 or 904 of Regulation S, as applicable;


 


d.           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


e.           the
Transferee is not a U.S. Person.


 


The Transferor understands
that the Issuer, the Trustee and their counsel will rely upon the accuracy and truth of the foregoing representations, and the
Transferor hereby consents to such reliance.


 




    	 	B-1-1	 



     


    

 


	 	(Name of Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 


Dated: _________, _____


 


		cc:	Golub Capital BDC CLO III LLC



c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 




    	 	B-1-2	 



     


    

 


EXHIBIT B-2


 


FORM OF
PURCHASER REPRESENTATION LETTER FOR CERTIFICATED SECURED NOTES


 


[DATE]


 


U.S. Bank National Association, as Trustee


111 Fillmore Avenue East


St. Paul, Minnesota 55107


Attention: Bondholder Services—EP-MN-WS2N—Golub
Capital BDC CLO III LLC


 


		Re:	Golub Capital BDC CLO III LLC (the “Issuer”); Class [A][B][C-1][C-2][D] Notes
due 2031 (the “Notes”)



 


Reference
is hereby made to the Indenture, dated as of November 16, 2018, between the Issuer and U.S. Bank National Association, as Trustee
(as amended from time to time, the “Indenture”).
Capitalized terms not defined in this Certificate shall have the meanings ascribed to them in the final Offering Circular of the
Issuer or the Indenture.


 


This
letter relates to U.S.$___________ Aggregate Outstanding Amount of Class [A][B][C-1][C-2][D] Notes (the “Notes”),
in the form of one or more Certificated Secured Notes to effect the transfer of the Notes to ______________ (the “Transferee”).


 


In
connection with such request, and in respect of such Notes, the Transferee does hereby certify that the Notes are being transferred
(i) in accordance with the transfer restrictions set forth in the Indenture and (ii) pursuant to an exemption from registration
under the United States Securities Act of 1933, as amended (the “Securities
Act”) and in accordance with any applicable securities laws of any state of
the United States or any other jurisdiction.


 


In addition,
the Transferee hereby represents, warrants and covenants for the benefit of the Issuer and its counsel that it is:


 


(a)          an
institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act who is also
a Qualified Purchaser or an entity owned exclusively by Qualified Purchasers;


 


(b)          acquiring
the Notes for its own account (and not for the account of any other Person) in a minimum denomination of U.S.$250,000 and integral
multiples of U.S.$1.00 in excess thereof; and


 


(c)          not
acquiring the Notes during the Distribution Compliance Period from a transferor that held such Notes in the form of a Temporary
Regulation S Global Secured Note.


 




    	 	B-2-1	 



     


    

 


The Transferee
further represents, warrants and agrees as follows:


 


1.    It
understands that the Notes have not been and will not be registered under the Securities Act, and, if in the future it decides
to offer, resell, pledge or otherwise transfer the Notes, such Notes may be offered, resold, pledged or otherwise transferred only
in accordance with the provisions of the Indenture and the legends on such Notes, including the requirement for written certifications.
In particular, it understands that the Notes may be transferred only to a person that is either (a) a “qualified purchaser”
(as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) or a corporation, partnership,
limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which
is a “qualified purchaser” that in each case is either (i) a “qualified institutional buyer” as defined
in Rule 144A under the Securities Act who purchases such Notes in reliance on the exemption from Securities Act registration provided
by Rule 144A thereunder or (ii) solely in the case of Notes that are issued in the form of Certificated Notes, an institutional
“accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (who, if not an institutional
“accredited investor,” is also a Knowledgeable Employee with respect to the Issuer or an entity owned exclusively by
Knowledgeable Employees with respect to the Issuer or the Collateral Manager) or (b) a “qualified purchaser” that is
not a “U.S. person” as defined in Regulation S under the Securities Act, and is acquiring the Notes in an offshore
transaction (as defined in Regulation S thereunder) in reliance on the exemption from registration provided by Regulation S thereunder.
It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any state securities
laws for resale of the Notes.


 




    	 	B-2-2	 



     


    

 


2.    In
connection with its purchase of the Notes: (i) none of the Issuer, the Initial Purchaser, the Collateral Manager, the Trustee,
the Transferor, the Collateral Administrator or any of their respective affiliates is acting as a fiduciary or financial or investment
adviser for it; (ii) it is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice,
counsel or representations of the Issuer, the Initial Purchaser, the Collateral Manager, the Trustee, the Transferor, the Collateral
Administrator or any of their respective affiliates other than any statements in the final Offering Circular for such Notes; (iii)
it has read and understands the final Offering Circular for such Notes (including, without limitation, the descriptions therein
of the structure of the transaction in which the Notes are being issued and the risks to purchasers of the Notes); (iv) it has
consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed
necessary, and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Initial Purchaser, the Collateral Manager, the Trustee, the Transferor, the Collateral Administrator
or any of their respective affiliates; (v) it will hold and transfer at least the minimum denomination of such Notes; (vi) it was
not formed for the purpose of investing in the Notes; and (vii) it is a sophisticated investor and is purchasing the Notes with
a full understanding of all of the terms, conditions and risks thereof, and it is capable of assuming and willing to assume those
risks.


 


3.    (i)
It is either (a) an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act or an “accredited investor” that is also a Knowledgeable Employee with respect to the Issuer or an entity owned
exclusively by Knowledgeable Employees with respect to the Issuer or the Collateral Manager and also (x) a “qualified purchaser”
for purposes of Section 3(c)(7) of the 1940 Act or (y) a corporation, partnership, limited liability company or other entity (other
than a trust), each shareholder, partner, member or other equity owner of which is a “qualified purchaser” or (b) a
“qualified purchaser” acquiring the Notes in reliance on the exemption from registration provided by Regulation S thereunder;
(ii) it is acquiring the Notes as principal solely 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; (iii) it is not a (A) partnership, (B) common trust fund, or (C)
special trust, pension, profit sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants
may designate the particular investments to be made; (iv) it agrees that it shall not hold any Notes for the benefit of any other
person, that it shall at all times be the sole beneficial owner thereof for purposes of the 1940 Act and all other purposes and
that it shall not sell participation interests in the Notes or enter into any other arrangement pursuant to which any other person
shall be entitled to a beneficial interest in the distributions on the Notes; (v) it is acquiring its interest in the Notes for
its own account; and (vi) it will hold and transfer at least the minimum denomination of the Notes and provide notice of the relevant
transfer restrictions to subsequent transferees.


 




    	 	B-2-3	 



     


    

 


4.    It
represents, warrants and agrees that (a) if it is, or is acting on behalf of, a Benefit Plan Investor, as defined in Section 3(42)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and 29 C.F.R. Section 2510.3-101,
its acquisition, holding and disposition of such Notes will not constitute or result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), and (b)
if it is, or is acting on behalf of, a governmental, church, non-U.S. or other plan, its acquisition, holding and disposition of
such Notes do not and will not constitute or give rise to a non-exempt violation of any law or regulation that is substantially
similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.


 


5.    [At
the time of its acquisition of the Notes it is not, and is not acting on behalf of, a Benefit Plan Investor unless at that time
an Opinion of Counsel is outstanding and applicable to such Note stating that such Note will be treated as indebtedness for U.S.
federal income tax purposes following its transfer, and such Note is then rated in one of the four highest rating categories by
at least one NRSRO.]16


 


6.    Except
as otherwise required by law, it will treat the Notes as indebtedness for U.S. federal, state and local income and franchise tax
purposes.


 


7.    It
agrees and understands that the failure to provide the Issuer and the Trustee (and any of their agents) with the properly completed
and signed tax certifications (generally, in the case of U.S. federal income tax, an IRS Form W-9 (or applicable successor form)
in the case of a person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code or the
appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a “United States person”
within the meaning of Section 7701(a)(30) of the Code) may result in withholding from payments in respect of such Note, including
U.S. federal withholding or back-up withholding.


 





 






16
Insert in the case of the Class C-1 Notes, the Class C-2 Notes and the Class D Notes only.


 




    	 	B-2-4	 



     


    

 


8.    It
hereby agrees to provide the Issuer and any relevant intermediary with any information or documentation that is required under
Sections 1471 through 1474 of the Code (“FATCA”) or that the Issuer or relevant intermediary deems appropriate
to enable the Issuer or relevant intermediary to determine their duties and liabilities with respect to any taxes they may be required
to withhold pursuant to FATCA in respect of a Note or the holder of such Note or beneficial interest therein. In addition, it will
be required or deemed to understand and acknowledge that the Issuer has the right under the Indenture to withhold on any holder
or any beneficial owner of an interest in a Note that fails to comply with FATCA.


 


9.    If
it is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, it represents that either
(a) it is not (i) a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code), (ii) a “10 percent shareholder”
with respect to the Issuer within the meaning of Section 871(h)(3) or Section 881(c)(3)(D) of the Code, or (iii) a “controlled
foreign corporation” that is related to the Issuer within the meaning of Section 881(c)(3)(C) of the Code, (b) it is a person
that is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of
U.S. source interest not attributable to a permanent establishment in the United States or (c) it has provided an IRS Form W-8ECI
representing that all payments received or to be received by it on the Notes are effectively connected with the conduct of a trade
or business in the United States.


 


10.  If
it is not a United States Tax Person, it represents and acknowledges that it is not and will not become a member of an “expanded
group” (within the meaning of the regulations issued under Section 385 of the Code) that includes a domestic corporation
(as determined for U.S. federal income tax purposes) if either (i) the Issuer is an entity disregarded as separate from such domestic
corporation for U.S. federal income tax purposes or (ii) the Issuer is a “controlled partnership” (within the meaning
of the regulations) with respect to such expanded group or an entity disregarded as separate from such controlled partnership for
U.S. federal income tax purposes.


 




    	 	B-2-5	 



     


    

 


11.  It
agrees that it will indemnify the Issuer, the Trustee, and their respective agents from any and all damages, cost and expenses
(including any amount of taxes, fees, interest, additions to tax, or penalties) resulting from the failure by it to comply with
its obligations under the Note. It acknowledges that the indemnification will continue with respect to any period during which
it held such Note, notwithstanding it ceasing to be a Holder of the Note.


 


12.  It
agrees not to seek to commence in respect of the Issuer, or cause the Issuer to commence, a bankruptcy proceeding before a year
and a day has elapsed since the payment in full to the holders of the Notes issued pursuant to the Indenture or, if longer, the
applicable preference period (plus one day) then in effect.


 


13.  It
acknowledges that, to the extent required by the Issuer, as determined by the Issuer or the Collateral Manager on behalf of the
Issuer, the Issuer may, upon written notice to the Trustee, impose additional transfer restrictions on the Notes to comply with
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the
“USA Patriot Act”) and other similar laws or regulations, including, without limitation, requiring each transferee
of a Note to make representations to the Issuer in connection with such compliance.


 


14.  It
understands that the Issuer, the Trustee and the Initial Purchaser will rely upon the accuracy and truth of the foregoing representations,
and it hereby consents to such reliance.


 


[The remainder of this page has been intentionally
left blank.]


 




    	 	B-2-6	 



     


    

 


	Name of Purchaser:	 
	Dated:	 
	 	 
	 	 
	By:	 
	Name:	 
	Title:	 


 


Outstanding principal amount of Class [___] Notes: U.S.$__________


 


Taxpayer identification number:


 


	Address for notices:	Wire transfer information for payments:
	 	Bank:
	 	Address:
	 	Bank ABA#:
	 	Account #:
	Telephone:	FAO:
	Facsimile:	Attention:
	Attention:	 


 


Denominations of certificates (if more than one):


Registered name:


 


		cc:	Golub Capital BDC CLO III LLC



c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 




    	 	B-2-7	 



     


    

 


EXHIBIT B-3


 


FORM OF
TRANSFEROR CERTIFICATE FOR TRANSFER OF REGULATION S GLOBAL SECURED NOTE OR CERTIFICATED SECURED NOTE TO RULE 144A GLOBAL SECURED
NOTE


 


U.S. Bank National Association, as Trustee


111 Fillmore Avenue East


St. Paul, Minnesota 55107


Attention: Bondholder Services—EP-MN-WS2N—Golub
Capital BDC CLO III LLC


 


		Re:	Golub Capital BDC CLO III LLC (the “Issuer”); Class [A][B][C-1][C-2][D] Notes
due 2031 (the “Notes”)



 


Reference is hereby
made to the Indenture dated as of November 16, 2018 (the “Indenture”) between the Issuer and U.S. Bank National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


This letter relates
to U.S. $___________ Aggregate Outstanding Amount of Notes which are held in the form of a [Regulation S Global Secured Note representing
Class [A][B][C-1][C-2][D] Notes with DTC] [Certificated Secured Class [A][B][C-1][C-2][D] Notes] in the name of _________________
(the “Transferor”) to effect the transfer of the Notes in exchange for an equivalent beneficial interest in
a Rule 144A Global Class [A][B][C-1][C-2][D] Note.


 


In connection with
such transfer, and in respect of such Notes, the Transferor does hereby certify that such Notes are being transferred to ___________________
(the “Transferee”) in accordance with (i) the transfer restrictions set forth in the Indenture and the Offering
Circular relating to such Notes and (ii) Rule 144A under the United States Securities Act of 1933, as amended, and it reasonably
believes that the Transferee is purchasing the Notes for its own account, is a Qualified Purchaser and a Qualified Institutional
Buyer and 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.


 


The Transferor understands
that the Issuer, the Trustee and their respective counsel will rely upon the accuracy and truth of the foregoing representations,
and the Transferor hereby consents to such reliance.


 


	 	(Name of Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 


Dated: _________, _____


 


		cc:	Golub Capital BDC CLO III LLC



c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 




    	 	B-3-1	 



     


    

 


EXHIBIT B-4


 


FORM OF
PURCHASER REPRESENTATION LETTER FOR


CERTIFICATED
SUBORDINATED NOTES


 


[DATE]


 


U.S. Bank National Association, as Trustee


111 Fillmore Avenue East


St. Paul, Minnesota 55107


Attention: Bondholder Services—EP-MN-WS2N—Golub
Capital BDC CLO III LLC


 


Re:Golub
Capital BDC CLO III (the “Issuer”);
Subordinated Notes


 


Reference
is hereby made to the Indenture, dated as of November 16, 2018, between the Issuer and U.S. Bank National Association, as Trustee
(as amended from time to time the “Indenture”).
Capitalized terms not defined in this Certificate shall have the meanings ascribed to them in the final Offering Circular of the
Issuer or the Indenture.


 


This
letter relates to U.S.$___________ Aggregate Outstanding Amount of Subordinated Notes (the “Subordinated
Notes”) in the form of one or more certificated Subordinated Notes to effect
the transfer of the Subordinated Notes to ______________ (the “Transferee”).


 


The Transferee hereby
represents, warrants and covenants for the benefit of the Issuer and its counsel that it is:


 


(a) 
(PLEASE CHECK ONLY ONE)


 


	_____	a “qualified institutional buyer” as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), who is also a Qualified Purchaser or an entity owned exclusively by Qualified Purchasers and is acquiring the Subordinated Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder;
	 	 
	_____	a “qualified institutional buyer” as defined in Rule 144A under the Securities Act who is also a Knowledgeable Employee with respect to the Issuer or an entity owned exclusively by Knowledgeable Employees with respect to the Issuer or the Collateral Manager and is acquiring the Subordinated Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder;
	 	 
	_____	an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act who is also a Qualified Purchaser or an entity owned exclusively by Qualified Purchasers; or
	 	 
	_____	an “accredited investor” as defined in Rule 501(a) under the Securities Act who is also a Knowledgeable Employee with respect to the Issuer or an entity owned exclusively by Knowledgeable Employees with respect to the Issuer or the Collateral Manager; and


 


(b)  acquiring
the Subordinated Notes for its own account (and not for the account of any other Person) in a minimum denomination of U.S.$[●]
and integral multiples of U.S.$1.00 in excess thereof.


 




    	 	B-4-1	 



     


    

 


The Transferee further represents, warrants
and agrees as follows:


 


1.    It
understands that the Subordinated Notes have not been and will not be registered under the Securities Act, and, if in the future
it decides to offer, resell, pledge or otherwise transfer the Subordinated Notes, such Subordinated Notes may be offered, resold,
pledged or otherwise transferred only in accordance with the provisions of the Indenture and the legends on such Subordinated Notes,
including the requirement for written certifications. In particular, it understands that the Subordinated Notes may be transferred
only to either (a) a “qualified purchaser” (as defined in the Investment Company Act of 1940, as amended (the “1940
Act”)), (b) a “Knowledgeable Employee,” as defined in Rule 3c-5 promulgated under the 1940 Act with
respect to the Issuer or (c) a corporation, partnership, limited liability company or other entity (other than a trust) each shareholder,
partner, member or other equity owner of which either is a Qualified Purchaser or is a Knowledgeable Employee with respect to the
Issuer and in the case of (a), (b) and (c) above that is either (i) a “qualified institutional buyer” as defined in
Rule 144A under the Securities Act who purchases such Subordinated Notes in reliance on the exemption from Securities Act registration
provided by Rule 144A thereunder or (ii) an “accredited investor” as defined in Rule 501(a) under the Securities Act
(who, if not an institutional “accredited investor,” is also a Knowledgeable Employee with respect to the Issuer or
an entity owned exclusively by Knowledgeable Employees with respect to the Issuer or the Collateral Manager). It acknowledges that
no representation is made as to the availability of any exemption under the Securities Act or any state securities laws for resale
of the Subordinated Notes.


 


2.    In
connection with its purchase of the Subordinated Notes: (i) none of the Issuer, the Initial Purchaser, the Collateral Manager,
the Retention Provider, the Trustee, the Collateral Administrator or any of their respective affiliates is acting as a fiduciary
or financial or investment adviser for it; (ii) it is not relying (for purposes of making any investment decision or otherwise)
upon any written or oral advice, counsel or representations of the Issuer, the Initial Purchaser, the Collateral Manager, the Trustee,
the Collateral Administrator or any of their respective affiliates; (iii) it has consulted with its own legal, regulatory, tax,
business, investment, financial and accounting advisers to the extent it has deemed necessary, and has made its own investment
decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment
and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Issuer, the Initial Purchaser,
the Collateral Manager, the Trustee, the Collateral Administrator or any of their respective affiliates; (iv) it will hold and
transfer at least the minimum denomination of such Subordinated Notes; (v) it was not formed for the purpose of investing in the
Subordinated Notes; and (vi) it is a sophisticated investor and is purchasing the Subordinated Notes with a full understanding
of all of the terms, conditions and risks thereof, and it is capable of assuming and willing to assume those risks.


 




    	 	B-4-2	 



     


    

 


3.    (i)
It is (A) a “qualified purchaser” for purposes of Section 3(c)(7) of the 1940 Act, (B) a “Knowledgeable Employee”
with respect to the Issuer for purposes of Rule 3c-5 under the 1940 Act, or (C) a corporation, partnership, limited liability company
or other entity (other than a trust) each shareholder, partner, member or other equity owner of which either is a Qualified Purchaser
or is a Knowledgeable Employee with respect to the Issuer and in the case of (A), (B) and (C) above that is either (D) a “qualified
institutional buyer” as defined in Rule 144A under the Securities Act who purchases such Subordinated Notes in reliance on
the exemption from Securities Act registration provided by Rule 144A thereunder or (E) an “accredited investor” as
defined in Rule 501(a) under the Securities Act (who, if not an institutional “accredited investor,” is also a Knowledgeable
Employee with respect to the Issuer or an entity owned exclusively by Knowledgeable Employees with respect to the Issuer or the
Collateral Manager), (ii) it is acquiring the Subordinated Notes as principal solely 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; (iii) it is not a (A)
partnership, (B) common trust fund, or (C) special trust, pension, profit sharing or other retirement trust fund or plan in which
the partners, beneficiaries or participants may designate the particular investments to be made; (iv) it agrees that it shall not
hold any Subordinated Notes for the benefit of any other Person, that it shall at all times be the sole beneficial owner thereof
for purposes of the 1940 Act and all other purposes and that it shall not sell participation interests in the Subordinated Notes
or enter into any other arrangement pursuant to which any other Person shall be entitled to a beneficial interest in the distributions
on the Subordinated Notes; (v) it is acquiring its interest in the Subordinated Notes for its own account; and (vi) it will hold
and transfer at least the minimum denomination of the Subordinated Notes and provide notice of the relevant transfer restrictions
to subsequent transferees.


 




    	 	B-4-3	 



     


    

 


4.    It
acknowledges and agrees that all of the assurances given by it in certifications required by the Indenture as to its status under
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
are correct and are for the benefit of the Issuer, the Trustee, the Initial Purchaser and the Collateral Manager. It agrees and
acknowledges that none of Issuer or the Trustee will recognize any transfer of the Subordinated Notes if such transfer may result
in 25% or more of the value of the Subordinated Notes being held by Benefit Plan Investors, as defined in Section 3(42) of ERISA
and 29 C.F.R. Section 2510.3-101. For purposes of making the 25% determination, the value of any equity interests held by a Person
(other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the Issuer or any
Person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of any such
Person (each, a “Controlling Person”), is disregarded. An “affiliate” of a Person includes any Person,
directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with the Person,
and “control” with respect to a Person other than an individual means the power to exercise a controlling influence
over the management or policies of such Person. It further agrees and acknowledges that the Issuer has the right, under the Indenture,
to compel any beneficial owner of a Subordinated Note who has made or has been deemed to make a prohibited transaction, Benefit
Plan Investor, Controlling Person, Similar Law or Other Plan Law representation that is subsequently shown to be false or misleading
or whose ownership otherwise causes a violation of the 25% Limitation to sell its interest in the Subordinated Note, or may sell
such interest on behalf of such owner. 


 


5.    It
will treat its Subordinated Notes as equity for U.S. federal, state and local income and franchise tax purposes.


 


6.    It
represents and warrants that it is a United States Tax Person, agrees to provide the Issuer and the Trustee (and any of their agents)
with a correct, complete and properly executed IRS Form W-9 (or applicable successor form), and acknowledges that if it fails to
provide the Issuer and the Trustee (and any of their agents) with the properly completed and signed tax certifications specified
above, the acquisition of its interest in such Note shall be void ab initio.


 




    	 	B-4-4	 



     


    

 


7.    It
represents, acknowledges and warrants that:


 


(A)  such
Subordinated Note may not be acquired or owned by any person that is classified for U.S. federal income tax purposes as a partnership,
Subchapter S corporation or grantor trust unless (i) (a) except in the case of the Retention Provider, none of the direct or indirect
beneficial owners of any interest in such person have or ever will have more than 40% of the value of its interest in such person
attributable to the aggregate interest of such person in the combined value of the Subordinated Notes (and any other interest treated
as equity in the Issuer for U.S. federal income tax purposes), and (b) it is not and will not be a principal purpose of the arrangement
involving the investment of such person in any Subordinated Notes and any other equity interests of the Issuer to permit any partnership
to satisfy the 100 partner limitation of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (ii) such person obtains written advice
of Dechert LLP or an opinion of nationally recognized U.S. tax counsel reasonably acceptable to the Issuer that such transfer will
not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation;


 


(B)  it
will not participate in the creation or other transfer of any financial instrument or contract the value of which is determined
in whole or in part by reference to the Issuer (including the amount of distributions by the Issuer, the value of the Issuer’s
assets, or the results of the Issuer’s operations) or the Subordinated Notes;


 


(C)  it
will not acquire, or sell, transfer, assign, participate, pledge or otherwise dispose of the Subordinated Note (or any interest
therein) or cause such Note (or any interest therein) to be marketed, (i) on or through an “established securities market”
within the meaning of Section 7704(b)(1) of the Code and Treasury Regulations Section 1.7704-1(b), including without limitation,
an interdealer quotation system that regularly disseminates firm buy or sell quotations or (ii) if such acquisition, sale, transfer,
assignment, participation, pledge or other disposition would cause the combined number of holders of the Subordinated Notes and
any other equity interests in the Issuer to be more than 88; and


 




    	 	B-4-5	 



     


    

 


(D)  it
acknowledges and agrees that any sale, transfer, assignment, participation, pledge, or other disposition of the Subordinated Note
(or any interest therein) that would violate any of the three preceding paragraphs above or otherwise cause the Issuer to be unable
to rely on the “private placement” safe harbor of Treasury Regulations Section 1.7704-1(h) will be void and of no force
or effect, and it will not transfer any interest in the Subordinated Note to any Person that does not agree to be bound by the
three preceding paragraphs above or by this paragraph.


 


8.     It
acknowledges and agrees that, for so long as the Issuer is classified as a partnership for U.S. federal income tax purposes, it
shall not acquire any Subordinated Note (or any other interest treated as equity in the Issuer for U.S. federal income tax purposes)
if such transfer would result in the Issuer being treated as a disregarded entity for U.S. federal income tax purposes.


 


9.    It
acknowledges and agrees that, for so long as the Issuer is disregarded as separate from it for U.S. federal income tax purposes,
a Note may not be transferred by it (except to a person that is disregarded as separate from such holder or beneficial owner for
U.S. federal income tax purposes), unless it has received written advice of Dechert LLP or an opinion of nationally recognized
U.S. tax counsel reasonably acceptable to the Issuer that such transfer will not result in the Issuer becoming classified as an
association taxable as a corporation or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes
and will not cause the Issuer to be subject to U.S. federal income tax on a net basis.


 


10.  It
acknowledges and agrees that it shall not transfer any Secured Note (except to a Person that is disregarded as separate from it
for U.S. federal income tax purposes) if at any time prior to such transfer the Issuer was disregarded as separate from such Holder
for U.S. federal income tax purposes, unless it shall have received written advice of Dechert LLP or an opinion of tax counsel
of nationally recognized standing in the United States experienced in such matters that, immediately following such transfer, such
Note and other outstanding Notes of the same Class (other than any Notes that it holds immediately after such transfer) will be
fungible for U.S. federal income tax purposes.


 




    	 	B-4-6	 



     


    

  





11.  It
agrees to deliver to the transferee, with a copy to the Trustee, prior to the transfer of a Subordinated Note (or any interest
therein), a properly completed certificate, in a form reasonably acceptable to the transferee and the Trustee, stating, under penalty
of perjury, the transferor’s United States taxpayer identification number and that the transferor is not a foreign person
within the meaning of Section 1446(f)(2) of the Code (such certificate, a “Non-Foreign Status Certificate”).
It acknowledges that the failure to provide a Non-Foreign Status Certificate to the transferee may result in withholding on the
amount realized on its disposition of such Note.


 


12.  It
agrees that it will indemnify the Issuer, the Trustee, and their respective agents from any and all damages, cost and expenses
(including any amount of taxes, fees, interest, additions to tax, or penalties) resulting from the failure by it to comply with
its obligations under the Note. It acknowledges that the indemnification will continue with respect to any period during which
it held such Note (or any interest therein), notwithstanding it ceasing to be a holder of the Note.


 


13.  It
agrees not to seek to commence in respect of the Issuer, or cause the Issuer to commence, a bankruptcy proceeding before a year
and a day has elapsed since the payment in full to the holders of the Notes issued pursuant to the Indenture or, if longer, the
applicable preference period (plus one day) then in effect.


 


14.  It
acknowledges that, to the extent required by the Issuer, as determined by the Issuer or the Collateral Manager on behalf of the
Issuer, the Issuer may, upon written notice to the Trustee, impose additional transfer restrictions on the Subordinated Notes to
comply with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (the “USA Patriot Act”) and other similar laws or regulations, including, without limitation, requiring
each transferee of a Subordinated Note to make representations to the Issuer in connection with such compliance.


 


15.  It
represents and warrants that ______ (check if applicable) upon acquisition by it of the Subordinated Notes, the Subordinated Notes
will constitute Collateral Manager Notes; or ______ (check if applicable) upon acquisition by it of the Subordinated Notes, the
Subordinated Notes will not constitute Collateral Manager Notes.


 







    	 	B-4-7	 



     


    

 


16.  It
represents and warrants that it is not a member of the public in the Cayman Islands.


 


17.  It
understands that the Issuer, the Trustee, the Initial Purchaser and its respective counsel will rely upon the accuracy and truth
of the foregoing representations, and it hereby consents to such reliance.


 




    	 	B-4-8	 



     


    

 


	Name of Purchaser:	 
	Dated:	 
	 	 
	 	 
	By:	 
	Name:	 
	Title:	 


 


Outstanding principal amount of Subordinated Notes: U.S.$__________


 


Taxpayer identification number:


 


	Address for notices:	Wire transfer information for payments:
	 	Bank:
	 	Address:
	 	Bank ABA#:
	 	Account #:
	Telephone:	FAO:
	Facsimile:	Attention:
	Attention:	 


 


Denominations of certificates (if more than one):


Registered name:


 


		cc:	Golub Capital BDC CLO III LLC



c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 




    	 	B-4-9	 



     


    

 


EXHIBIT B-5


 


FORM OF SUBORDINATED
NOTE ERISA CERTIFICATE


 


The
purpose of this Benefit Plan Investor Certificate (this “Certificate”)
is, among other things, to (i) endeavor to ensure that less than 25% of the value of the Subordinated Notes issued by Golub Capital
BDC CLO III LLC (the “Issuer”)
is held by “Benefit Plan Investors” as contemplated and defined under Section 3(42) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)
and the U.S. Department of Labor’s regulations set forth at 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of
ERISA (the “Plan Asset Regulations”)
so that the Issuer will not be subject to the U.S. federal employee benefits provisions contained in Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the “Code”),
(ii) obtain from you certain representations and agreements and (iii) provide you with certain related information with respect
to your acquisition, holding or disposition of the Subordinated Notes. By signing this Certificate, you agree to be bound by
its terms.


 


Please be aware
that the information contained in this Certificate is not intended to constitute advice and the examples given below are not intended
to be, and are not, comprehensive. You should contact your own counsel if you have any questions in completing this Certificate.
Capitalized terms not defined in this Certificate shall have the meanings ascribed to them in the Indenture.


 


Please review the
information in this Certificate and check the box(es) that are applicable to you.


 


If a box is not
checked, you are agreeing that the applicable Section does not, and will not, apply to you. You must check Box 4 if you are acquiring
a Global Subordinated Note other than from the Issuer in the initial offering.


 





	1.	 ̈ Employee Benefit Plans Subject to ERISA or the Code. We, or the entity on whose behalf we are acting, are an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to the fiduciary responsibility provisions of Title I of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code.
	 	 
	 	Examples: (i) tax qualified retirement plans such as pension, profit sharing and section 401(k) plans, (ii) welfare benefit plans such as accident, life and medical plans, (iii) individual retirement accounts or “IRAs” and “Keogh” plans and (iv) certain tax-qualified educational and savings trusts.
	 	 
	2.	 ̈ Entity Holding Plan Assets by Reason of Plan Asset Regulations. We, or the entity on whose behalf we are acting, are an entity or fund whose underlying assets include “plan assets” by reason of a Benefit Plan Investor’s investment in such entity.







 




    	 	B-5-1	 



     


    

 


Examples:
(i) an insurance company separate account, (ii) a bank collective trust fund and (iii) a hedge fund or other private investment
vehicle where 25% or more of the value of any class of its equity is held by Benefit Plan Investors.


 


If you check Box 2,
please indicate the maximum percentage of the entity or fund that will constitute “plan assets” for purposes of Title
I of ERISA or Section 4975 of the Code: ______%.


 


An entity or fund
that cannot provide the foregoing percentage hereby acknowledges that for purposes of determining whether Benefit Plan Investors
own less than 25% of the value of the Subordinated Notes issued by the Issuer, 100% of the assets of the entity or fund will be
treated as “plan assets.”


 


ERISA and the regulations
promulgated thereunder are technical. Accordingly, if you have any question regarding whether you may be an entity described in
this Section 2, you should consult with your counsel.


 





	3.	 ̈ Insurance Company General Account. We, or the entity on whose behalf we are acting, are an insurance company purchasing the Subordinated Notes with funds from our or their general account (i.e., the insurance company’s corporate investment portfolio), whose assets, in whole or in part, constitute “plan assets” for purposes of the Plan Asset Regulations.
	 	 
	 	If you check Box 3, please indicate the maximum percentage of the insurance company general account that will constitute “plan assets” for purposes of conducting the 25% test under the Plan Asset Regulations: ____%. IF YOU DO NOT INCLUDE ANY PERCENTAGE IN THE BLANK SPACE, YOU WILL BE COUNTED AS IF YOU FILLED IN 100% IN THE BLANK SPACE.
	 	 
	4.	 ̈ None of Sections (1) Through (3) Above Apply. We, or the entity on whose behalf we are acting, are a person that does not fall into any of the categories described in Sections (1) through (3) above.
	 	 
	5.	No Prohibited Transaction. If we checked any of the boxes in Sections (1) through (3) above, we represent, warrant and agree that our acquisition, holding and disposition of the Subordinated Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.







 




    	 	B-5-2	 



     


    

 





	6.	Not Subject to Similar Law and No Violation of Other Plan Law. If we are, or are acting on behalf of, a governmental, church, non-U.S. or other plan, we represent, warrant and agree that (a) we are not subject to 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 interest therein) by virtue of its interest and thereby subject the Issuer or the Collateral Manager (or other persons responsible for the investment and operation of the Issuer’s assets) to laws or regulations that are substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (b) our acquisition, holding and disposition of the Subordinated Notes do not and will not constitute or give rise to a non-exempt violation of any law or regulation that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.
	 	 
	7.	 ̈ Controlling Person. We are, or we are acting on behalf of any of: (i) the Collateral Manager, (ii) any person that has discretionary authority or control with respect to the assets of the Issuer, (iii) any person who provides investment advice for a fee (direct or indirect) with respect to such assets or (iv) any “affiliate” of any of the above persons. “Affiliate” shall have the meaning set forth in the Plan Asset Regulations. Any of the persons described in the first sentence of this Section 7 is referred to in this Certificate as a “Controlling Person.”













 


Note:We understand
that, for purposes of determining whether Benefit Plan Investors hold less than 25% of the value of the Subordinated Notes, the
value of any Subordinated Notes held by Controlling Persons (other than Benefit Plan Investors) are required to be disregarded.


 


Compelled Disposition.
We acknowledge and agree that:


 


(i)   if
any representation that we made hereunder is subsequently shown to be false or misleading or our beneficial ownership otherwise
causes a violation of the 25% Limitation (a “Non-Permitted ERISA Holder”), the Issuer shall, promptly after such discovery
(or upon notice from the Trustee (if a Trust Officer obtains actual knowledge) or the Issuer if either of them makes the discovery
(who, in each case, agree to notify the Issuer of such discovery, if any)), send notice to us demanding that we transfer our interest
to a person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice;


 


(ii)  if
we fail to transfer our Subordinated Notes, the Issuer shall have the right, without further notice to us, to sell our Subordinated
Notes or our interest in the Subordinated Notes, to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder
on such terms as the Issuer may choose;


 




    	 	B-5-3	 



     


    

 


(iii) 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 Subordinated Notes and selling such securities to the highest such bidder. However, the Issuer
may select a purchaser by any other means determined by it in its sole discretion;


 


(iv) by
our acceptance of an interest in the Subordinated Notes, we agree to cooperate with the Issuer to effect such transfers;


 


(v)  the
proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to us; and


 


(vi) the
terms and conditions of any sale under this sub-section shall be determined in the sole discretion of the Issuer, and the Issuer
shall not be liable to us as a result of any such sale or the exercise of such discretion.


 


Required
Notification and Agreement. We hereby agree that we (a) will inform the Issuer and the Trustee of any proposed transfer by
us of all or a specified portion of the Subordinated Notes and (b) will not initiate any such transfer after we have been informed
by the Issuer, the Trustee or the Transfer Agent in writing that such transfer would cause the 25% Limitation to be exceeded. We
hereby agree and acknowledge that after the Trustee effects any permitted transfer of Subordinated Notes owned by us to a Benefit
Plan Investor or a Controlling Person or receives notice of any such permitted change of status, such Subordinated Notes shall
be included in future calculations of the 25% Limitation made pursuant hereto unless the Issuer and the Trustee subsequently notified
that such Subordinated Notes (or such portion), as applicable, would no longer be deemed to be held by Benefit Plan Investors or
Controlling Persons.


 


8.    Continuing
Representation; Reliance. We acknowledge and agree that the representations contained in this Certificate shall be deemed made
on each day from the date we make such representations through and including the date on which we dispose of our interests in the
Subordinated Notes. We understand and agree that the information supplied in this Certificate will be used and relied upon by the
Issuer and the Trustee to determine that Benefit Plan Investors own or hold less than 25% of the value of the Subordinated Notes
upon any subsequent transfer of the Subordinated Notes in accordance with the Indenture.


 




    	 	B-5-4	 



     


    

 


9.    Further
Acknowledgement and Agreement. We acknowledge and agree that (i) all of the assurances contained in this Certificate are for
the benefit of the Issuer, the Trustee, the Initial Purchaser and the Collateral Manager as third party beneficiaries hereof, (ii)
copies of this Certificate and any information contained herein may be provided to the Issuer, the Trustee, the Initial Purchaser,
the Collateral Manager, affiliates of any of the foregoing parties and to each of the foregoing parties’ respective counsel
for purposes of making the determinations described above and (iii) any acquisition or transfer of the Subordinated Notes by us
that is not in accordance with the provisions of this Certificate shall be null and void from the beginning, and of no legal effect.


 


10.  Future
Transfer Requirements.


 


Transferee
Letter and its Delivery. We acknowledge and agree that we may not transfer any Certificated Subordinated Notes to any person
unless the Trustee has received a certificate substantially in the form of this Certificate. Any attempt to transfer in violation
of this section will be null and void from the beginning, and of no legal effect.


 


Note: Unless you are notified
otherwise, the name and address of the Trustee is as follows:


 


U.S. Bank National Association, as Trustee


8 Greenway Plaza, Suite 1100


Houston, Texas 77046


Attention: Global Corporate Trust Services—Golub Capital
BDC CLO III LLC


 




    	 	B-5-5	 



     


    

 


IN WITNESS WHEREOF,
the undersigned has duly executed and delivered this Certificate.


________________________
[Insert Purchaser’s Name]


 


	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Dated:	 


 


This Certificate
relates to U.S.$_________ of Subordinated Notes


 




    	 	B-5-6	 



     


    

 


EXHIBIT B-6


 


FORM OF
TRANSFEREE CERTIFICATE OF RULE 144A


GLOBAL Secured
NOTE


 


U.S. Bank National Association, as Trustee


111 Fillmore Avenue East


St. Paul, Minnesota 55107


Attention: Bondholder Services—EP-MN-WS2N—Golub
Capital BDC CLO III LLC


 


		Re:	Golub Capital BDC CLO III LLC (the “Issuer”); Class [A][B][C-1][C-2][D] Notes
due 2031



 


Reference is hereby
made to the Indenture, dated as of November 16, 2018 (as amended from time to time the “Indenture”) between
the Issuer and U.S. Bank National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


This letter relates
to U.S.$___________ Aggregate Outstanding Amount of Class [A][B][C-1][C-2][D] Notes (the “Notes”), which are
to be transferred to the undersigned transferee (the “Transferee”) in the form of a Rule 144A Global Secured
Note of such Class pursuant to Section 2.5(g) of the Indenture.


 


In connection with
such request, and in respect of such Notes, the Transferee does hereby certify that the Notes are being transferred (i) in accordance
with the transfer restrictions set forth in the Indenture and (ii) pursuant to an exemption from registration under the United
States Securities Act of 1933, as amended (the “Securities Act”) and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction.


 


In addition, the Transferee
hereby represents, warrants and covenants for the benefit of the Issuer and its counsel that it is a “qualified institutional
buyer” as defined in Rule 144A under the Securities Act, and is acquiring the Notes in reliance on the exemption from Securities
Act registration provided by Rule 144A thereunder.


 




    	 	B-6-1	 



     


    

 


The Transferee further
represents, warrants and agrees as follows:


 


1.          In
connection with the purchase of such Notes: (A) none of the Issuer, the Initial Purchaser, the Collateral Manager, the Trustee,
the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser
for the Transferee; (B) the Transferee 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 Initial Purchaser, the Collateral Manager, the Trustee,
the Collateral Administrator or any of their respective Affiliates other than any statements in the final Offering Circular with
respect to such Notes; (C) the Transferee has read and understands the final Offering Circular for such Notes (including, without
limitation, the descriptions therein of the structure of the transaction in which the Notes are being issued and the risks to purchasers
of the Notes); (D) the Transferee 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 the 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 Initial Purchaser, the Collateral Manager, the Trustee, the Collateral
Administrator or any of their respective Affiliates; (E) the Transferee is both (x) 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)(d) or (a)(1)(e) of Rule 144A under the Securities
Act or a trust fund referred to in paragraph (a)(1)(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 and (y) a “qualified purchaser”
for purposes of Section 3(c)(7) of the Investment Company Act or an entity owned exclusively by “qualified purchasers”;
(F) the Transferee is acquiring its interest in such Notes for its own account; (G) the Transferee was not formed for the purpose
of investing in such Notes; (H) the Transferee understands that the applicable Issuers may receive a list of participants holding
interests in the Notes from one or more book-entry depositories; (I) the Transferee will hold and transfer at least the minimum
denomination of such Notes; (J) the Transferee is a sophisticated investor and is purchasing the Notes with a full understanding
of all of the terms, conditions and risks thereof, and is capable of and willing to assume those risks; and (K) the Transferee
will provide notice of the relevant transfer restrictions to subsequent transferees.


 


2.          It
understands that such Notes are being offered only in a transaction not involving any public offering in the United States within
the meaning of the Securities Act, such Notes have not been and will not be registered under the Securities Act, and, if in the
future the Transferee 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 the Indenture and the legend on such Notes. The Transferee 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 the Notes. The Transferee understands that the Issuer has not been registered under the Investment Company Act, and
that the Issuer is excepted from the definition of an “investment company” by virtue of Section 3(c)(7) of the Investment
Company Act.


 


3.          It
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 Section 2.5 of the Indenture, including the Exhibits referenced therein.


 


4.          It
is obtaining such beneficial interest in compliance with certain restrictions imposed during the Distribution Compliance Period.         


 


5.          It
represents, warrants and agrees that (a) if it is, or is acting on behalf of, a Benefit Plan Investor, as defined in Section 3(42)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
and 29 C.F.R. Section 2510.3-101, its acquisition, holding and disposition of such Notes will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
and (b) if it is, or is acting on behalf of, a governmental, church, non-U.S. or other plan, its acquisition, holding and disposition
of such Notes do not and will not constitute or give rise to a non-exempt violation of any law or regulation that is substantially
similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.


 




    	 	B-6-2	 



     


    

 


6.          [At
the time of its acquisition of the Note it is not, and is not acting on behalf of, a Benefit Plan Investor unless at that time
an Opinion of Counsel is outstanding and applicable to such Note stating that such Note will be treated as indebtedness for U.S.
federal income tax purposes following its transfer, and such Note is then rated in one of the four highest rating categories by
at least one NRSRO.]1


 


7.          It
agrees not to seek to commence in respect of the Issuer, or cause the Issuer to commence, a bankruptcy proceeding before a year
and a day has elapsed since the payment in full to the holders of the Notes issued pursuant to the Indenture or, if longer, the
applicable preference period (plus one day) then in effect.


 


8.          Except
as otherwise required by law, it will treat the Notes as indebtedness for U.S. federal, state and local income and franchise tax
purposes.


 


9.          It
agrees and understands that the failure to provide the Issuer and the Trustee (and any of their agents) with the properly completed
and signed tax certifications (generally, in the case of U.S. federal income tax, an IRS Form W-9 (or applicable successor form)
in the case of a person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code or the
appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a “United States person”
within the meaning of Section 7701(a)(30) of the Code) may result in withholding from payments in respect of such Note, including
U.S. federal withholding or back-up withholding.


 


10.         It
hereby agrees to provide the Issuer and any relevant intermediary with any information or documentation that is required under
Sections 1471 through 1474 of the Code (“FATCA”) or that the Issuer or relevant intermediary deems appropriate
to enable the Issuer or relevant intermediary to determine their duties and liabilities with respect to any taxes they may be required
to withhold pursuant to FATCA in respect of a Note or the holder of such Note or beneficial interest therein. In addition, it will
be required or deemed to understand and acknowledge that the Issuer has the right under the Indenture to withhold on any holder
or any beneficial owner of an interest in a Note that fails to comply with FATCA.


 


11.         If
it is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, it represents that either
(a) it is not (i) a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code), (ii) a “10 percent shareholder”
with respect to the Issuer within the meaning of Section 871(h)(3) or Section 881(c)(3)(D) of the Code, or (iii) a “controlled
foreign corporation” that is related to the Issuer within the meaning of Section 881(c)(3)(C) of the Code; (b) it is a person
that is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of
U.S. source interest not attributable to a permanent establishment in the United States or (c) it has provided an IRS Form W-8ECI
representing that all payments received or to be received by it on the Notes are effectively connected with the conduct of a trade
or business in the United States.


 





 






1
Applicable only to the Class C Notes and the Class D Notes.


 




    	 	B-6-3	 



     


    

 


12.         If
it is not a United States Tax Person it represents and acknowledges that it is not and will not become a member of an “expanded
group” (within the meaning of the regulations issued under Section 385 of the Code) that includes a domestic corporation
(as determined for U.S. federal income tax purposes) if either (i) the Issuer is an entity disregarded as separate from such domestic
corporation for U.S. federal income tax purposes or (ii) the Issuer is a “controlled partnership” (within the meaning
of the regulations) with respect to such expanded group or an entity disregarded as separate from such controlled partnership for
U.S. federal income tax purposes.


 


13.         It
will indemnify the Issuer, the Trustee, and their respective agents from any and all damages, cost and expenses (including any
amount of taxes, fees, interest, additions to tax, or penalties) resulting from the failure by it to comply with its obligations
under the Note. It acknowledges that the indemnification will continue with respect to any period during which it held such Note,
notwithstanding it ceasing to be a Holder of the Note.


 


14.         It
acknowledges that, to the extent required by the Issuer, as determined by the Issuer or the Collateral Manager on behalf of the
Issuer, the Issuer may, upon notice to the Trustee, impose additional transfer restrictions on the Notes to comply with the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA
Patriot Act”) and other similar laws or regulations, including, without limitation, requiring each transferee of a Note
to make representations to the Issuer in connection with such compliance.


 


15.         It
understands that the Issuer, the Trustee, the Initial Purchaser and their respective counsel will rely upon the accuracy and truth
of the foregoing representations, and it hereby consents to such reliance.


 




    	 	B-6-4	 



     


    

 


	Name of Purchaser:	 
	Dated:	 
	 	 
	 	 
	By:	 
	Name:	 
	Title:	 


 


Aggregate Outstanding Amount of Notes: U.S.$__________________


 


		cc:	Golub Capital BDC CLO III LLC



c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 




    	 	B-6-5	 



     


    

 


EXHIBIT B-7


 


FORM OF
TRANSFEREE CERTIFICATE OF Temporary Regulation S


Global Secured Note or REGULATION S GLOBAL SECURED NOTE


 


U.S. Bank National Association, as Trustee


111 Fillmore Avenue East


St. Paul, Minnesota 55107


Attention: Bondholder Services—EP-MN-WS2N—Golub
Capital BDC CLO III LLC


 


		Re:	Golub Capital BDC CLO III LLC (the “Issuer”); Class [A][B][C-1][C-2][D] Notes
due 2031



 


Reference is hereby
made to the Indenture dated as of November 16, 2018 (the “Indenture”) between the Issuer and U.S. Bank National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


This letter relates
to U.S.$___________ Aggregate Outstanding Amount of Class [A][B][C-1][C-2][D] Notes (the “Notes”), which are
to be transferred to the undersigned transferee (the “Transferee”) in the form of a Regulation S Global Secured
Note of such Class pursuant to Section 2.5(g) of the Indenture.


 


In connection with
such request, and in respect of such Notes, the Transferee does hereby certify that the Notes are being transferred (i) in accordance
with the transfer restrictions set forth in the Indenture and (ii) pursuant to an exemption from registration under the United
States Securities Act of 1933, as amended (the “Securities Act”) and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction.


 


In addition, the Transferee
hereby represents, warrants and covenants for the benefit of the Issuer and its counsel that it is a person that is not a “U.S.
person” as defined in Regulation S under the Securities Act, and is acquiring the Notes in an offshore transaction (as defined
in Regulation S) in reliance on the exemption from Securities Act registration provided by Regulation S.


 




    	 	B-7-1	 



     


    

 


The Transferee further
represents, warrants and agrees as follows:


 


1.          In
connection with the purchase of such Notes: (A) none of the Issuer, the Initial Purchaser, the Collateral Manager, the Trustee,
the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser
for the Transferee; (B) the Transferee 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 Initial Purchaser, the Collateral Manager, the Trustee,
the Collateral Administrator or any of their respective Affiliates other than any statements in the final Offering Circular with
respect to such Notes; (C) the Transferee has read and understands the final Offering Circular for such Notes (including, without
limitation, the descriptions therein of the structure of the transaction in which the Notes are being issued and the risks to purchasers
of the Notes); (D) the Transferee 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 the 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 Initial Purchaser, the Collateral Manager, the Trustee, the Collateral
Administrator or any of their respective Affiliates; (E) the Transferee is not a U.S. Person and is acquiring such Notes in an
offshore transaction (as defined in Regulation S) in reliance on the exemption from registration provided by Regulation S; (F)
the Transferee is acquiring its interest in such Notes for its own account; (G) the Transferee was not formed for the purpose of
investing in such Notes; (H) the Transferee understands that the applicable Issuers may receive a list of participants holding
interests in the Notes from one or more book-entry depositories; (I) the Transferee will hold and transfer at least the minimum
denomination of such Notes; (J) the Transferee is a sophisticated investor and is purchasing the Notes with a full understanding
of all of the terms, conditions and risks thereof, and is capable of and willing to assume those risks; and (K) the Transferee
will provide notice of the relevant transfer restrictions to subsequent transferees.


 


2.          It
understands that such Notes are being offered only in a transaction not involving any public offering in the United States within
the meaning of the Securities Act, such Notes have not been and will not be registered under the Securities Act, and, if in the
future the Transferee 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 the Indenture and the legend on such Notes. The Transferee 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 the Notes. The Transferee understands that the Issuer has not been registered under the Investment Company Act, and
that the Issuer is excepted from the definition of “investment company” by virtue of Section 3(c)(7) of the Investment
Company Act.


 


3.          It
is obtaining such beneficial interest in compliance with certain restrictions imposed during the Distribution Compliance Period.


 


4.          It
is aware that, except as otherwise provided in the Indenture, the Notes being sold to it, if any, in reliance on Regulation S will
be represented by one or more Regulation S Global Secured Notes, and that beneficial interests therein may be held only through
DTC for the respective accounts of Euroclear or Clearstream.


 


5.          It
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 Section 2.5 of the Indenture, including the Exhibits referenced therein.


 


6.          It
represents, warrants and agrees that (a) if it is, or is acting on behalf of, a Benefit Plan Investor, as defined in Section 3(42)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
and 29 C.F.R. Section 2510.3-101, its acquisition, holding and disposition of such Notes will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
and (b) if it is, or is acting on behalf of, a governmental, church, non-U.S. or other plan, its acquisition, holding and disposition
of such Notes do not and will not constitute or give rise to a non-exempt violation of any law or regulation that is substantially
similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.


 




    	 	B-7-2	 



     


    

 


7.          [At
the time of its acquisition of the Note it is not, and is not acting on behalf of, a Benefit Plan Investor unless at that time
an Opinion of Counsel is outstanding and applicable to such Note stating that such Note will be treated as indebtedness for U.S.
federal income tax purposes following its transfer, and such Note is then rated in one of the four highest rating categories by
at least one NRSRO.]2


 


8.          It
agrees not to seek to commence in respect of the Issuer, or cause the Issuer to commence, a bankruptcy proceeding before a year
and a day has elapsed since the payment in full to the holders of the Notes issued pursuant to the Indenture or, if longer, the
applicable preference period (plus one day) then in effect.


 


9.          Except
as otherwise required by law, it will treat the Notes as indebtedness for U.S. federal, state and local income and franchise tax
purposes.


 


10.         It
agrees and understands that the failure to provide the Issuer and the Trustee (and any of their agents) with the properly completed
and signed tax certifications (generally, in the case of U.S. federal income tax, an IRS Form W-9 (or applicable successor form)
in the case of a person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code or the
appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a “United States person”
within the meaning of Section 7701(a)(30) of the Code) may result in withholding from payments in respect of such Note, including
U.S. federal withholding or back-up withholding.


 


11.         It
hereby agrees to provide the Issuer and any relevant intermediary with any information or documentation that is required under
Sections 1471 through 1474 of the Code (“FATCA”) or that the Issuer or relevant intermediary deems appropriate
to enable the Issuer or relevant intermediary to determine their duties and liabilities with respect to any taxes they may be required
to withhold pursuant to FATCA in respect of a Note or the holder of such Note or beneficial interest therein. In addition, it will
be required or deemed to understand and acknowledge that the Issuer has the right under the Indenture to withhold on any holder
or any beneficial owner of an interest in a Note that fails to comply with FATCA.


 


12.         If
it is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, it represents that either
(a) it is not (i) a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code), (ii) a “10 percent shareholder”
with respect to the Issuer within the meaning of Section 871(h)(3) or Section 881(c)(3)(D) of the Code, or (iii) a “controlled
foreign corporation” that is related to the Issuer within the meaning of Section 881(c)(3)(C) of the Code; (b) it is a person
that is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of
U.S. source interest not attributable to a permanent establishment in the United States or (c) it has provided an IRS Form W-8ECI
representing that all payments received or to be received by it on the Notes are effectively connected with the conduct of a trade
or business in the United States.


 





 






2
Applicable only to the Class C Notes and the Class D Notes.


 




    	 	B-7-3	 



     


    

 


13.         If
it is not a United States Tax Person it represents and acknowledges that it is not and will not become a member of an “expanded
group” (within the meaning of the regulations issued under Section 385 of the Code) that includes a domestic corporation
(as determined for U.S. federal income tax purposes) if either (i) the Issuer is an entity disregarded as separate from such domestic
corporation for U.S. federal income tax purposes or (ii) the Issuer is a “controlled partnership” (within the meaning
of the regulations) with respect to such expanded group or an entity disregarded as separate from such controlled partnership for
U.S. federal income tax purposes.


 


14.         It
will indemnify the Issuer, the Trustee, and their respective agents from any and all damages, cost and expenses (including any
amount of taxes, fees, interest, additions to tax, or penalties) resulting from the failure by it to comply with its obligations
under the Note. It acknowledges that the indemnification will continue with respect to any period during which it held such Note,
notwithstanding it ceasing to be a Holder of the Note.


 


15.         It
acknowledges that, to the extent required by the Issuer, as determined by the Issuer or the Collateral Manager on behalf of the
Issuer, the Issuer may, upon notice to the Trustee, impose additional transfer restrictions on the Notes to comply with the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA
Patriot Act”) and other similar laws or regulations, including, without limitation, requiring each transferee of a Note
to make representations to the Issuer in connection with such compliance.


 


16.         It
understands that the Issuer, the Trustee, the Initial Purchaser and their respective counsel will rely upon the accuracy and truth
of the foregoing representations, and it hereby consents to such reliance.


 




    	 	B-7-4	 



     


    

 


	Name of Purchaser:	 
	Dated:	 
	 	 
	 	 
	By:	 
	Name:	 
	Title:	 


 


Aggregate Outstanding Amount of Notes: U.S.$__________


 


		cc:	Golub Capital BDC CLO III LLC



c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 




    	 	B-7-5	 



     


    

 


EXHIBIT B-8


 


FORM OF
TRANSFEROR CERTIFICATE FOR TRANSFER OF CERTIFICATED 

SUBORDINATED NOTE TO RULE 144A GLOBAL SUBORDINATED NOTE


 


U.S. Bank National Association, as Trustee


111 Fillmore Avenue East


St. Paul, Minnesota 55107


Attention: Bondholder Services—EP-MN-WS2N—Golub
Capital BDC CLO III LLC


 


		Re:	Golub Capital BDC CLO III LLC (the “Issuer”); Subordinated Notes due 2118 (the
“Notes”)



 


Reference is hereby
made to the Indenture dated as of November 16, 2018 (the “Indenture”) between the Issuer and U.S. Bank National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


This letter relates
to U.S. $___________ aggregate principal amount of Subordinated Notes which are held in the form of a Certificated Subordinated
Note in the name of _______________ (the “Transferor”) to effect the transfer of the Subordinated Notes in exchange
for an equivalent beneficial interest in a Rule 144A Global Subordinated Note.


 


In connection with
such transfer, and in respect of such Notes, the Transferor does hereby certify that such Notes are being transferred to ___________________
(the “Transferee”) in accordance with (i) the transfer restrictions set forth in the Indenture and the Offering
Circular relating to such Subordinated Notes and (ii) Rule 144A under the United States Securities Act of 1933, as amended, and
it reasonably believes that the Transferee is purchasing the Notes for its own account, is a Qualified Purchaser and a Qualified
Institutional Buyer and 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.


 


The Transferor understands
that the Issuer, the Trustee and their respective counsel will rely upon the accuracy and truth of the foregoing representations,
and the Transferor hereby consents to such reliance.


 


	 	(Name of Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 


Dated: _________, _____


 


		cc:	Golub Capital BDC CLO III LLC



c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 




    	 	B-8-1	 



     


    

 


EXHIBIT B-9


 


FORM OF
TRANSFEREE CERTIFICATE OF RULE 144A


GLOBAL SUBORDINATED
NOTE


 


U.S. Bank National Association, as Trustee


111 Fillmore Avenue East


St. Paul, Minnesota 55107


Attention: Bondholder Services—EP-MN-WS2N—Golub
Capital BDC CLO III LLC


 


		Re:	Golub Capital BDC CLO III LLC (the “Issuer”); Subordinated Notes due 2118



 


Reference is hereby
made to the Indenture dated as of November 16, 2018 (the “Indenture”) between the Issuer and U.S. Bank National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


This letter relates
to U.S.$___________ Aggregate Outstanding Amount of Subordinated Notes (the “Notes”), which are to be transferred
to the undersigned transferee (the “Transferee”) in the form of a Rule 144A Global Subordinated Note.


 


In connection with
such request, and in respect of such Subordinated Notes, the Transferee does hereby certify that the Subordinated Notes are being
transferred (i) in accordance with the transfer restrictions set forth in the Indenture and (ii) pursuant to an exemption from
registration under the United States Securities Act of 1933, as amended (the “Securities Act”) and in accordance
with any applicable securities laws of any state of the United States or any other jurisdiction.


 


In addition, the Transferee
hereby represents, warrants and covenants for the benefit of the Issuer and its counsel that it is a “qualified institutional
buyer” as defined in Rule 144A under the Securities Act, and is acquiring the Notes in reliance on the exemption from Securities
Act registration provided by Rule 144A thereunder.


 




    	 	B-9-1	 



     


    

 


The Transferee further
represents, warrants and agrees as follows:


 


1.          In
connection with the purchase of such Notes: (A) none of the Issuer, the Initial Purchaser, the Collateral Manager, the Trustee,
the Transferor, the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment
adviser for the Transferee; (B) the Transferee 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 Initial Purchaser, the Collateral Manager,
the Trustee, the Transferor, the Collateral Administrator or any of their respective Affiliates other than any statements in the
final Offering Circular with respect to such Notes; (C) the Transferee has read and understands the final Offering Circular for
such Notes (including, without limitation, the descriptions therein of the structure of the transaction in which the Notes are
being issued and the risks to purchasers of the Notes); (D) the Transferee 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 the 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 Initial Purchaser, the Collateral
Manager, the Trustee, the Transferor, the Collateral Administrator or any of their respective Affiliates; (E) the Transferee is
both (x) 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)(d) or (a)(1)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(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 and (y) a “qualified purchaser” for purposes of Section 3(c)(7) of the 1940 Act or an entity owned exclusively
by “qualified purchasers”; (F) the Transferee is acquiring its interest in such Notes for its own account; (G) the
Transferee was not formed for the purpose of investing in such Notes; (H) the Transferee understands that the Issuer may receive
a list of participants holding interests in the Notes from one or more book-entry depositories; (I) the Transferee will hold and
transfer at least the minimum denomination of such Notes; (J) the Transferee is a sophisticated investor and is purchasing the
Notes with a full understanding of all of the terms, conditions and risks thereof, and is capable of and willing to assume those
risks; and (K) the Transferee will provide notice of the relevant transfer restrictions to subsequent transferees.


 


2.          It
understands that such Notes are being offered only in a transaction not involving any public offering in the United States within
the meaning of the Securities Act, such Notes have not been and will not be registered under the Securities Act, and, if in the
future the Transferee 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 the Indenture and the legend on such Notes. The Transferee 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 the Notes. The Transferee understands that the Issuer has not been registered under the 1940 Act, and that the Issuer
is excepted from the definition of an “investment company” by virtue of Section 3(c)(7) of the 1940 Act.


 


3.          It
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 Section 2.5 of the Indenture, including the Exhibits referenced therein.


 


4.          It
is obtaining such beneficial interest in compliance with certain restrictions imposed during the Distribution Compliance Period.         


 


5.          It
represents, warrants and agrees that (a) it is not, and is not acting on behalf of, a Benefit Plan Investor, as defined in Section
3(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and 29 C.F.R. Section 2510.3-101,
and (b) if it is, or is acting on behalf of, a governmental, church, non-U.S. or other plan, (x) it is not subject to 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 interest therein) by virtue of its interest and thereby subject the Issuer or the Collateral
Manager (or other persons responsible for the investment and operation of the Issuer’s assets) to laws or regulations that
are substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (y)
its acquisition, holding and disposition of such Notes do not and will not constitute or give rise to a non-exempt violation of
any law or regulation that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986, as amended (the “Code”).


 




    	 	B-9-2	 



     


    

 


6.          [At
the time of its acquisition of the Note it is not, and is not acting on behalf of, a Benefit Plan Investor unless at that time
an Opinion of Counsel is outstanding and applicable to such Note stating that such Note will be treated as indebtedness for U.S.
federal income tax purposes following its transfer, and such Note is then rated in one of the four highest rating categories by
at least one NRSRO.]3


 


7.          It
agrees not to seek to commence in respect of the Issuer or cause the Issuer to commence, a bankruptcy proceeding before a year
and a day has elapsed since the payment in full to the holders of the Notes issued pursuant to the Indenture or, if longer, the
applicable preference period (plus one day) then in effect.


 


8.          It
will treat its Subordinated Notes as equity for U.S. federal, state and local income and franchise tax purposes.


 


9.          It
represents and warrants that it is a United States Tax Person, agrees to provide the Issuer and the Trustee (and any of their agents)
with a correct, complete and properly executed IRS Form W-9 (or applicable successor form), and acknowledges that if it fails to
provide the Issuer and the Trustee (and any of their agents) with the properly completed and signed tax certifications specified
above, the acquisition of its interest in such Note shall be void ab initio.


 


10.         It
represents, acknowledges and warrants that:


 


(A)        such
Subordinated Note may not be acquired or owned by any person that is classified for U.S. federal income tax purposes as a partnership,
Subchapter S corporation or grantor trust unless (i) (a) except in the case of the Retention Provider, none of the direct or indirect
beneficial owners of any interest in such person have or ever will have more than 40% of the value of its interest in such person
attributable to the aggregate interest of such person in the combined value of the Subordinated Notes (and any other interest treated
as equity in the Issuer for U.S. federal income tax purposes), and (b) it is not and will not be a principal purpose of the arrangement
involving the investment of such person in any Subordinated Notes and any other equity interests of the Issuer to permit any partnership
to satisfy the 100 partner limitation of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (ii) such person obtains written advice
of Dechert LLP or an opinion of nationally recognized U.S. tax counsel reasonably acceptable to the Issuer that such transfer will
not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation;


 





 






3
Applicable only to the Class C Notes and the Class D Notes.


 




    	 	B-9-3	 



     


    

 


(B)         it
will not participate in the creation or other transfer of any financial instrument or contract the value of which is determined
in whole or in part by reference to the Issuer (including the amount of distributions by the Issuer, the value of the Issuer’s
assets, or the results of the Issuer’s operations) or the Subordinated Notes;


 


(C)         it
will not acquire, or sell, transfer, assign, participate, pledge or otherwise dispose of the Subordinated Note (or any interest
therein) or cause such Note (or any interest therein) to be marketed, (i) on or through an “established securities market”
within the meaning of Section 7704(b)(1) of the Code and Treasury Regulations Section 1.7704-1(b), including without limitation,
an interdealer quotation system that regularly disseminates firm buy or sell quotations or (ii) if such acquisition, sale, transfer,
assignment, participation, pledge or other disposition would cause the combined number of holders of the Subordinated Notes and
any other equity interests in the Issuer to be more than 88; and


 


(D)         it
acknowledges and agrees that any sale, transfer, assignment, participation, pledge, or other disposition of the Subordinated Note
(or any interest therein) that would violate any of the three preceding paragraphs above or otherwise cause the Issuer to be unable
to rely on the “private placement” safe harbor of Treasury Regulations Section 1.7704-1(h) will be void and of no force
or effect, and it will not transfer any interest in the Subordinated Note to any Person that does not agree to be bound by the
three preceding paragraphs above or by this paragraph.


 


11.         It
acknowledges and agrees that, for so long as the Issuer is classified as a partnership for U.S. federal income tax purposes, it
shall not acquire any Subordinated Note (or any other interest treated as equity in the Issuer for U.S. federal income tax purposes)
if such transfer would result in the Issuer being treated as a disregarded entity for U.S. federal income tax purposes.


 




    	 	B-9-4	 



     


    

 


12.         It
acknowledges and agrees that, for so long as the Issuer is disregarded as separate from it for U.S. federal income tax purposes,
a Note may not be transferred by it (except to a person that is disregarded as separate from such holder or beneficial owner for
U.S. federal income tax purposes), unless it has received written advice of Dechert LLP or an opinion of nationally recognized
U.S. tax counsel reasonably acceptable to the Issuer that such transfer will not result in the Issuer becoming classified as an
association taxable as a corporation or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes
and will not cause the Issuer to be subject to U.S. federal income tax on a net basis.


 


13.         It
acknowledges and agrees that it shall not transfer any Secured Note (except to a Person that is disregarded as separate from it
for U.S. federal income tax purposes) if at any time prior to such transfer the Issuer was disregarded as separate from such Holder
for U.S. federal income tax purposes, unless it shall have received written advice of Dechert LLP or an opinion of tax counsel
of nationally recognized standing in the United States experienced in such matters that, immediately following such transfer, such
Note and other outstanding Notes of the same Class (other than any Notes that it holds immediately after such transfer) will be
fungible for U.S. federal income tax purposes.


 


14.         It
agrees to deliver to the transferee, with a copy to the Trustee, prior to the transfer of a Subordinated Note (or any interest
therein), a properly completed certificate, in a form reasonably acceptable to the transferee and the Trustee, stating, under penalty
of perjury, the transferor’s United States taxpayer identification number and that the transferor is not a foreign person
within the meaning of Section 1446(f)(2) of the Code (such certificate, a “Non-Foreign Status Certificate”).
It acknowledges that the failure to provide a Non-Foreign Status Certificate to the transferee may result in withholding on the
amount realized on its disposition of such Note.


 


15.         It
agrees that it will indemnify the Issuer, the Trustee, and their respective agents from any and all damages, cost and expenses
(including any amount of taxes, fees, interest, additions to tax, or penalties) resulting from the failure by it to comply with
its obligations under the Note. It acknowledges that the indemnification will continue with respect to any period during which
it held such Note (or any interest therein), notwithstanding it ceasing to be a holder of the Note.


 


16.         It
acknowledges that, to the extent required by the Issuer, as determined by the Issuer or the Collateral Manager on behalf of the
Issuer, the Issuer may, upon notice to the Trustee, impose additional transfer restrictions on the Notes to comply with the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA
Patriot Act”) and other similar laws or regulations, including, without limitation, requiring each transferee of a Note
to make representations to the Issuer in connection with such compliance.


 


17.         It
understands that the Issuer, the Trustee, the Initial Purchaser and their respective counsel will rely upon the accuracy and truth
of the foregoing representations, and it hereby consents to such reliance.


 




    	 	B-9-5	 



     


    

 


	Name of Purchaser:	 
	Dated:	 
	 	 
	 	 
	By:	 
	Name:	 
	Title:	 


 


Aggregate Outstanding Amount of Notes: U.S.$__________________


 


		cc:	Golub Capital BDC CLO III LLC



c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 




    	 	B-9-6	 



     


    

 


EXHIBIT C


 


CALCULATION
OF LIBOR


 


“LIBOR”
means with respect to the Secured Notes for (i) the period from and including the Closing Date to but excluding the First Interest
Determination End Date, (ii) the period from and including the First Interest Determination End Date to the first Payment Date
and (iii) any subsequent Interest Accrual Period, the greater of (a) 0.0% and (b) (I) the rate appearing on the Reuters Screen
(the “Screen Rate”) for deposits with a term of the Designated Maturity, (II) if the rate referred to in clause
(I) is temporarily or permanently unavailable or cannot be obtained from the Reuters Screen for such Designated Maturity, the Interpolated
Screen Rate or (III) if such rate cannot be determined under clauses (I) or (II), LIBOR shall be determined on the basis of the
rates at which deposits in U.S. Dollars are offered by four major banks in the London market selected by the Calculation Agent
after consultation with the Collateral Manager (the “Reference Banks”) at approximately 11:00 a.m., London time,
on the Interest Determination Date to prime banks in the London interbank market for a period approximately equal to such Interest
Accrual Period and an amount approximately equal to the aggregate outstanding principal amount of the applicable Secured Notes.
The Calculation Agent will request the principal London office of each Reference Bank to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR shall be the arithmetic mean of such quotations (rounded upward to the next higher
1/100 of a percent). If fewer than two quotations are provided as requested, LIBOR with respect to such Interest Accrual Period
will be the arithmetic mean of the rates quoted by three major banks in New York, New York selected by the Calculation Agent after
consultation with the Collateral Manager at approximately 11:00 a.m., New York Time, on such Interest Determination Date for loans
in U.S. Dollars to leading European banks for a term approximately equal to such Interest Accrual Period (or, in the case of the
period from and including the Closing Date to but excluding the First Interest Determination End Date, or the period from and including
the First Interest Determination End Date to but excluding the first Payment Date, the related portion thereof) and an amount approximately
equal to the aggregate outstanding principal amount of the Secured Notes. If the Calculation Agent is required but is unable to
determine a rate in accordance with at least one of the procedures described above, LIBOR will be LIBOR as determined on the previous
Interest Determination Date. “LIBOR,” when used with respect to a Collateral Obligation, means the “libor”
rate determined in accordance with the terms of such Collateral Obligation. Notwithstanding anything in the foregoing, if at any
time while any Secured Notes are outstanding the Collateral Manager reasonably determines that LIBOR is likely to cease to exist
or be reported on the Reuters Screen, the Collateral Manager (on behalf of the Issuer) may select (with notice to the Trustee,
the Calculation Agent and the Collateral Administrator) an alternative rate, including any applicable spread adjustments thereto
(the “Alternative Rate”) that in its commercially reasonable judgment is consistent with the successor for LIBOR,
which is, as certified to the Issuer and the Trustee, (x) proposed or recommended by the LSTA or ARRC as the successor for LIBOR
with respect to loans, (y) expected to be used in the majority of the quarterly pay Floating Rate Obligations included in the Assets
or the majority of the new issue collateralized loan obligation market or (z) not objected to by a Majority of the Controlling
Class within 15 Business Days of notice of such rate and all references herein to “LIBOR” will mean such Alternative
Rate selected by the Collateral Manager; provided, that the Issuer shall have obtained written advice of Dechert LLP or
an opinion of counsel of nationally recognized standing that such selection will not result in the Issuer being treated as a publicly
traded partnership taxable as a corporation or otherwise subject to U.S. federal income tax on a net basis.


 




    	 	C-1	 



     


    

 


“Designated
Maturity” means, with respect to the Secured Notes and each Interest Determination Date, three months; provided
that, in connection with any Refinancing upon a redemption of the Secured Notes in whole, but not in part, solely with respect
to the first Interest Accrual Period following the related Redemption Date, the Designated Maturity of the replacement securities
issued in connection with such Refinancing will be determined by the Collateral Manager in connection with such Refinancing.


 


“Interpolated
Screen Rate” means the rate which results from interpolating on a linear basis between (a) the applicable Screen Rate
for the longest period (for which that Screen Rate is available or can be obtained) which is less than the Designated Maturity
and (b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available or can be obtained) which exceeds
the Designated Maturity.


 


“Reuters Screen”
means Reuters Page LIBOR01 (or such other page that may replace that page on such service for the purpose of displaying comparable
rates) as reported by Bloomberg Financial Markets Commodities News as of 11:00 a.m., London time, on the Interest Determination
Date.


 




    	 	C-2	 



     


    

 


EXHIBIT D


 


FORM OF
NOTE OWNER CERTIFICATE


 


U.S. Bank National Association, as Trustee


8 Greenway Plaza, Suite 1100


Houston, Texas 77046


Attention: Global Corporate Trust—Golub Capital BDC CLO
III LLC


 


U.S. Bank National Association, as Collateral Administrator


8 Greenway Plaza, Suite 1100


Houston, Texas 77046


Attention: Global Corporate Trust—Golub Capital BDC CLO
III LLC


Golub Capital BDC CLO III LLC


c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 


		Re:	Reports Prepared Pursuant to the Indenture, dated as of November 16, 2018, among Golub Capital
BDC CLO III LLC and U.S. Bank National Association (as amended from time to time, the “Indenture”)



 


Ladies and Gentlemen:


 


The undersigned hereby
certifies that it is the beneficial owner of U.S.$______________ in principal amount of the [Class A Senior Secured Floating Rate]
[Class B Secured Floating Rate] [Class C-1 Secured Deferrable Floating Rate] [Class C-2 Secured Deferrable Floating Rate] [Class
D Secured Deferrable Floating Rate] [Subordinated] Notes due [2031] [2118] of Golub Capital BDC CLO III LLC and hereby requests
the Collateral Administrator and the Trustee grant it access to or deliver to it, as applicable, and as and when granted or delivered
to any Holder or Noteholder the Indenture and all reports required to be delivered to any Holder or Noteholder under the Indenture
or any Transaction Document. Capitalized terms used but not defined herein shall have the meaning given them in the Indenture.


 


In consideration
of the physical or electronic signature hereof by the beneficial owner, the Issuer, the Trustee, the Collateral Manager, or their
respective agents may from time to time communicate or transmit to the beneficial owner (a) information upon the request of the
beneficial owner pursuant to the Indenture and (b) other information or communications marked or otherwise identified as confidential
(collectively, but subject to the following sentence, “Confidential Information”). Confidential Information
relating to the Issuer shall not include, however, any information that (i) was publicly known or otherwise known to the beneficial
owner prior to the time of such communication or transmission; (ii) subsequently becomes publicly known through no act or omission
by the beneficial owner or any Person acting on behalf of beneficial owner; (iii) otherwise is known or becomes known to the beneficial
owner other than (x) through disclosure by the Issuer or (y) to the knowledge of the beneficial owner after reasonable inquiry,
as a result of the breach of a fiduciary duty to the Issuer or a contractual duty to the Issuer; or (iv) is allowed to be treated
as non-confidential by consent of the Issuer.


 




    	 	D-1	 



     


    

 


The beneficial owner
will maintain the confidentiality of all Confidential Information in accordance with procedures adopted by the beneficial owner
in good faith to protect Confidential Information of third parties delivered to the beneficial owner; provided that the beneficial
owner may deliver or disclose Confidential Information to: (i) its directors, trustees, officers, employees, agents, attorneys
and affiliates who agree to hold confidential the Confidential Information substantially in accordance with these terms and to
the extent such disclosure is reasonably required for the administration of the matters contemplated hereby or the investment represented
by the Notes; (ii) its legal advisors, financial advisors and other professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with these terms and to the extent such disclosure is reasonably required for the matters
contemplated hereby or the investment represented by the Notes; (iii) any other Holder, or any of the other parties to the Indenture,
the Collateral Management Agreement or the Collateral Administration Agreement; (iv) except for Specified Obligor Information,
any Person of the type that would be, to such Person’s knowledge, permitted to acquire Notes in accordance with the requirements
of Section 2.5 of the Indenture to which such Person sells or offers to sell any such Note or any part thereof; (v) except for
Specified Obligor Information, any other Person from which such former Person offers to purchase any security of the Issuer; (vi)
any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such Person; (vii) the National
Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access
to information about the investment portfolio of such Person, reinsurers and liquidity and credit providers that agree to hold
confidential the Confidential Information substantially in accordance with these provisions; (viii) the Rating Agencies (subject
to Section 14.17 of the Indenture); (ix) any other Person with the consent of the Issuer and the Collateral Manager; or (x) any
other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule,
regulation or order applicable to such Person, (B) in response to any subpoena or other legal process (unless prohibited by applicable
law, rule, order or decree or other requirement having the force of law), (C) in connection with any litigation to which such Person
is a party (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law) or (D) if
an Event of Default has occurred and is continuing, to the extent such Person may reasonably determine such delivery and disclosure
to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Notes or the Indenture.
The beneficial owner agrees that it shall use the Confidential Information for the sole purpose of making an investment in the
Notes or administering its investment in the Notes; and that the Trustee and the Collateral Administrator shall neither be required
nor authorized to disclose to it any Confidential Information in violation of these provisions. In the event of any required disclosure
of the Confidential Information by the beneficial owner, it hereby agrees to use reasonable efforts to protect the confidentiality
of the Confidential Information.


 


Submission of this
certificate bearing the beneficial owner’s physical or electronic signature shall constitute effective delivery hereof. This
certificate shall be construed in accordance with, and this certificate and all matters arising out of or relating in any way whatsoever
(whether in contract, tort or otherwise) to this certificate shall be governed by, the law of the State of New York.


 




    	 	D-2	 



     


    

 


IN WITNESS WHEREOF,
the undersigned has caused this certificate to be duly executed this ____ day of ____________, ______.


 


	 	[NAME OF BENEFICIAL OWNER]
	 	 	 
	 	By:	 
	 	  	Name:
	 	  	Title:  Authorized Signatory


 


Tel.: _______________


Fax: _______________


Email: _____________


 


 




    	 	D-3	 



     


    

 


EXHIBIT E


 


FORM OF NRSRO CERTIFICATION


 


[Date]


 


Golub Capital BDC CLO III LLC


c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 


U.S. Bank National Association, as Trustee


8 Greenway Plaza, Suite 1100


Houston, Texas 77046


Attention: Global Corporate Trust—Golub Capital BDC CLO
III LLC


 


		Attention:	Golub Capital BDC CLO III LLC



 


In accordance with the requirements for
obtaining certain information pursuant to the Indenture, dated as of November 16, 2018 (as amended from time to time, the “Indenture”),
by and among Golub Capital BDC CLO III LLC (the “Issuer”), as Issuer, and U.S. Bank National Association (the
“Trustee”), as Trustee, the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned, a Nationally Recognized Statistical Rating Organization, has provided the Issuer with the appropriate certifications
under Rule 17g-5(e) as promulgated under the Exchange Act.


 


2.          The
undersigned has access to the Issuer’s Website.


 


3.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Issuer’s Website.


 


Capitalized terms used but not defined herein
shall have the respective meanings assigned thereto in the Indenture.


 




    	 	E-1	 



     


    

 


IN WITNESS WHEREOF, the undersigned has
caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	Nationally Recognized Statistical Rating Organization
	 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Company:	 
	 	Phone:	 
	 	Email:	 


 




    	 	E-2	 



     


    

 


EXHIBIT F


 


FORM OF NOTICE OF CONTRIBUTION


 


U.S. Bank National Association, as Trustee


8 Greenway Plaza, Suite 1100


Houston, Texas 77046


Attention: Global Corporate Trust—Golub Capital BDC CLO
III LLC


 


Golub Capital BDC CLO III LLC


c/o Puglisi & Associates


850 Library Avenue


Suite 204


Newark, Delaware 19711


 


GC ADVISORS LLC


 


Re: Notice of Contribution to Golub Capital BDC CLO III LLC
(the “Issuer”) pursuant to the Indenture, dated as of November 16, 2018, between the Issuer and U.S. Bank National
Association (as amended from time to time, the “Indenture”).


 


Ladies and Gentlemen:


 


The undersigned hereby notifies you of its intention to [contribute
$[ ] in Cash or Eligible Investments]4[contribute
$[ ] of the [Interest Proceeds][Principal Proceeds] that would otherwise be distributed on its Subordinated Notes in accordance
with Section 11.1(a)(i)(M) or Section 11.1(a)(ii)(M) of the Indenture]5
(the “Contribution”) to the Issuer pursuant to Section 8.3(i) and Section 11.1(e) of the Indenture.
All capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Indenture.


 


Upon deposit of the Contribution into the Supplemental Reserve
Account, the undersigned hereby directs the Collateral Manager to apply the Contribution as payment in connection with [insert
details, as applicable, regarding the applicable Permitted Use(s)]6
[The Collateral Manager may apply the Contribution at its reasonable discretion.]


 


The
undersigned hereby requests that the Collateral Manager confirm its acceptance of the Contribution by executing and returning
a copy of this notice.


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 





 






4
For any Holder of Subordinated Notes


5
For Holders of Certificated Subordinated Notes only.


6
Pursuant to Section 11.1(e), the Collateral Manager may be instructed to apply the Contribution to a Permitted Use. If no instruction
is given, the Collateral Manager may apply the Contribution at its election in its reasonable discretion.


 




    	 	F-1	 



     


    

 


	[NAME OF HOLDER]	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title: 	Authorized Signatory	 
	Tel.:	 	 
	 	 	 
	Agreed and Accepted:	 
	 	 	 
	GC ADVISORS LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title: 	 	 


 




    	 	F-2	 



     


    

 


EXHIBIT G


 


FORM OF ASSIGNMENT (SALE) AGREEMENT


 


ASSIGNMENT (SALE)


 


[DATE]


 


FOR VALUE RECEIVED, [Name of Transferor] (the “Transferor”)
does hereby sell, assign, transfer and otherwise convey unto Golub Capital BDC CLO III LLC (the “Issuer”), without
recourse, all right, title and interest of the Transferor in and to the Collateral Obligations listed on Schedule A hereto,
and related Assets (the “Conveyed Collateral”), for a purchase price equal to the fair market value thereof
(as reasonably determined by the Collateral Manager) to be paid in cash. The Transferor and the Issuer intend and agree that (i)
the transfer of the Conveyed Collateral by the Transferor to the Issuer pursuant to this Assignment is, in each and every case,
intended to be an absolute sale, conveyance and transfer of ownership of the applicable Conveyed Collateral rather than the mere
granting of a security interest to secure a financing and (ii) such Conveyed Collateral shall not be part of the Transferor’s
estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Bankruptcy Law.


 


The Transferor hereby represents that, at the time of and after
giving effect to each conveyance of Conveyed Collateral hereunder and payment and accrual of all transaction costs associated therewith
(if any), it is solvent and is not aware of any pending insolvency. The Issuer hereby represents that, at the time of and after
giving effect to each purchase of Conveyed Collateral hereunder and payment and accrual of all transaction costs associated therewith
(if any), it is solvent and is not aware of any pending insolvency.


 


The Transferor hereby covenants that (i) physical possession
of the documentation required pursuant to the Indenture relating to the Collateral Obligations has been (or will be, within five
Business Days) transferred to the Custodian of the Issuer in accordance with Section 3.3 of the Indenture, (ii) uncertificated
Collateral Obligations will be credited to the account of the Custodian of the Issuer, as assignee of Issuer and (iii) the computer
records and books and records of Transferor relating to the Collateral Obligations will be marked to evidence that the Collateral
Obligations have been sold by Transferor to Issuer.


 


This Assignment shall be governed by the laws of the State of
New York applicable to agreements made and to be performed therein. Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Indenture, dated as of November 16, 2018, as amended, between the Issuer, as issuer, and U.S.
Bank National Association, as trustee.


 


[Remainder of page left intentionally blank]


 




    	 	G-1	 



     


    

 


IN WITNESS WHEREOF, the undersigned has duly
executed this Assignment as of the date first written above.


 


	 	[NAME OF TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	GOLUB CAPITAL BDC CLO III LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	G-2	 



     


    

 


Schedule A


 


	Issuer	 	Asset	 	Outstanding	 	Price
	 	 	 	 	 	 	 


 




    	 	G-3