Exhibit 10.2


 


	 


 


Dated as of May 19, 2017


 


MURRAY HILL FUNDING II, LLC,

as Issuer


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee


 


 






 


INDENTURE


 


 






 


	 


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	1.	Definitions	2
	 	 	 
	1.1	Definitions	2
	1.2	Assumptions as to Collateral	29
	 	 	 
	2.	The Notes	31
	 	 	 
	2.1	Forms Generally	31
	2.2	Forms of Notes	31
	2.3	Authorized Amount; Stated Maturity; Denominations	32
	2.4	Execution, Authentication, Delivery and Dating	33
	2.5	Registration, Registration of Transfer and Exchange	34
	2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note	42
	2.7	Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved	43
	2.8	Persons Deemed Owners	45
	2.9	Cancellation	46
	2.10	DTC Ceases to be Depository	46
	2.11	Non-Permitted Holders or Violation of ERISA Representations or Noteholder Reporting Obligations	47
	2.12	Tax Certification and Noteholder Reporting Obligations	49
	2.13	Subsequent Advances	49
	 	 	 
	3.	Conditions Precedent	51
	 	 	 
	3.1	Conditions to Issuance of Notes on Closing Date	51
	3.2	Custodianship; Delivery of Portfolio Assets and Eligible Investments	54
	3.3	Application of Proceeds of Issuance	55
	 	 	 
	4.	Satisfaction and Discharge	55
	 	 	 
	4.1	Satisfaction and Discharge of Indenture	55
	4.2	Application of Trust Cash	56
	4.3	Repayment of Cash Held by Paying Agent	57
	4.4	Disposition of Illiquid Assets	57
	 	 	 
	5.	Remedies	58
	 	 	 
	5.1	Events of Default	58
	5.2	Acceleration of Maturity; Rescission and Annulment	60
	5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	61
	5.4	Remedies	62
	5.5	Optional Preservation of Collateral	65
	5.6	Trustee May Enforce Claims Without Possession of Notes	66
	5.7	Application of Cash Collected	66


 




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TABLE OF CONTENTS

(Continued)





 


	 	 	Page
	 	 	 
	5.8	Limitation on Suits	66
	5.9	Unconditional Rights of Holders to Receive Principal and Interest	67
	5.10	Restoration of Rights and Remedies	67
	5.11	Rights and Remedies Cumulative	67
	5.12	Delay or Omission Not Waiver	68
	5.13	Control by Majority Holders	68
	5.14	Waiver of Past Defaults	68
	5.15	Undertaking for Costs	69
	5.16	Waiver of Stay or Extension Laws	69
	5.17	Sale of Collateral	69
	5.18	Action on the Notes	70
	 	 	 
	6.	The Trustee	70
	 	 	 
	6.1	Certain Duties and Responsibilities	70
	6.2	Notice of Default	73
	6.3	Certain Rights of Trustee	73
	6.4	Not Responsible for Recitals or Issuance of Notes	76
	6.5	May Hold Notes	77
	6.6	Cash Held in Trust	77
	6.7	Compensation and Reimbursement	77
	6.8	Corporate Trustee Required; Eligibility	78
	6.9	Resignation and Removal; Appointment of Successor	79
	6.10	Acceptance of Appointment by Successor	80
	6.11	Merger, Conversion, Consolidation or Succession to Business of Trustee	81
	6.12	Co-Trustees	81
	6.13	Certain Duties of Trustee Related to Delayed Payment of Proceeds	82
	6.14	Authenticating Agents	83
	6.15	Withholding	83
	6.16	Representative for Holders Only; Agent for each other Secured Party	84
	6.17	Representations and Warranties of the Bank	84
	6.18	Electronic Communications	85
	 	 	 
	7.	Covenants	85
	 	 	 
	7.1	Payment of Principal and Interest	85
	7.2	Maintenance of Office or Agency	86
	7.3	Cash for Note Payments to be Held in Trust	86
	7.4	Existence of Issuer	88
	7.5	Protection of Collateral	89
	7.6	Opinions as to Security Interests	91
	7.7	Performance of Obligations	91
	7.8	Negative Covenants	92


 




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TABLE OF CONTENTS

(Continued)


 


	 	 	Page
	 	 	 
	7.9	Statement as to Compliance	94
	7.10	Issuer May Not Consolidate Except on Certain Terms	94
	7.11	Successor Substituted	94
	7.12	No Other Business	94
	7.13	Acquisition of Assets	95
	7.14	Reporting	95
	7.15	Certain Tax Matters	95
	7.16	Restricted Transactions	97
	7.17	[Reserved]	97
	7.18	Compliance with Laws	97
	 	 	 
	8.	Supplemental Indentures	97
	 	 	 
	8.1	Supplemental Indentures Without Consent of Holders of Notes	97
	8.2	Supplemental Indentures With Consent of Holders of Notes	99
	8.3	Execution of Supplemental Indentures	99
	8.4	Determination of Effect on Holders	101
	8.5	Effect of Supplemental Indentures	101
	8.6	Reference in Notes to Supplemental Indentures	101
	 	 	 
	9.	Redemption of Notes	102
	 	 	 
	9.1	Optional Redemption	102
	9.2	Tax Redemption	103
	9.3	Redemption Procedures	103
	9.4	Notes Payable on Redemption Date	104
	 	 	 
	10.	Accounts, Accountings and Releases	105
	 	 	 
	10.1	Collection of Cash	105
	10.2	Collection Account	106
	10.3	Transaction Accounts	108
	10.4	Reinvestment of Funds in Accounts; Reports by Trustee	111
	10.5	Accountings	113
	10.6	Release of Collateral	118
	10.7	Procedures Relating to the Establishment of Accounts Controlled by the Trustee	120
	10.8	Section 3(c)(7) Procedures	120
	 	 	 
	11.	Application of Cash	121
	 	 	 
	11.1	Disbursements of Cash from Payment Account	121


 




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TABLE OF CONTENTS

(Continued)


 


	 	 	Page
	 	 	 
	12.	Sale of Portfolio Assets; Purchase of Additional Portfolio Assets	122
	 	 	 
	12.1	Sales of Portfolio Assets	122
	12.2	Acquisition of Portfolio Assets; Eligible Investments	124
	12.3	Conditions Applicable to All Sale and Purchase Transactions	125
	12.4	Calculation of Required Contributions and Withdrawals by the Sole Member under the Equity Contribution Agreement	129
	 	 	 
	13.	Relations Among Holders	129
	 	 	 
	13.1	Relations among Holders	129
	13.2	Standard of Conduct	130
	 	 	 
	14.	Miscellaneous	130
	 	 	 
	14.1	Form of Documents Delivered to Trustee	130
	14.2	Acts of Holders	131
	14.3	Notices, etc., to Trustee, the Issuer, the Collateral Manager, the Collateral Administrator, the Paying Agent, the Liquidation Agent	132
	14.4	Notices to Holders; Waiver	133
	14.5	Effect of Headings and Table of Contents	134
	14.6	Successors and Assigns	134
	14.7	Severability	134
	14.8	Benefits of Indenture	135
	14.9	Legal Holidays	135
	14.10	Governing Law	135
	14.11	Submission to Jurisdiction	135
	14.12	WAIVER OF JURY TRIAL	136
	14.13	Counterparts	136
	14.14	Acts of Issuer	136
	14.15	Confidential Information	137
	 	 	 
	15.	Assignment of Certain Agreements	138
	 	 	 
	15.1	Assignment of Collateral Management Agreement, Collateral Administration Agreement, Equity Contribution Agreement, Master Loan Purchase Agreement and any Master Participation Agreement	138


 




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TABLE OF CONTENTS

(Continued)


 


SCHEDULES AND EXHIBITS


 


	Schedule	 1	Initial Portfolio Assets
	 	 	 
	Exhibit	A	Forms of Notes
	 	A1	Form of Global Class A Note
	 	A2	Form of Certificated Class A Note
	 	 	 
	Exhibit	B	Forms of Transfer and Exchange Certificates
	 	B1	Form of Transferor Certificate for Transfer of Rule 144A Global Note or Certificated Note to Regulation S Global Note
	 	B2	Form of Purchaser Representation Letter for Certificated Notes
	 	B3	Form of Transferor Certificate for Transfer of Certificated Note to Rule 144A Global Note
	 	B4	Form of Transferee Certificate of Rule 144A Global Note
	 	B5	Form of Transferee Certificate of Regulation S Global Note
	 	 	 
	Exhibit	C	Form of Beneficial Owner Certificate


 




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INDENTURE (this Indenture),
dated as of May 19, 2017 between MURRAY HILL FUNDING II, LLC, a Delaware limited liability company (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 in this Indenture. Except as otherwise provided herein,
all covenants and agreements made by the Issuer herein are for the benefit and security of the Secured Parties. The Issuer is entering
into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.


 


All things necessary to make this Indenture
a valid agreement of the Issuer in accordance with this Indenture’s terms have been done.


 


GRANTING CLAUSES


 


The Issuer hereby Grants to the Trustee,
for the benefit and security of the Holders of the Notes, the Trustee, the Bank, the Collateral Administrator and the Collateral
Manager (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, (a) the Portfolio Assets as of the Closing Date which the
Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith
and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through
an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with
respect thereto, (b) each of the Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts,
and all income from the investment of funds therein and all other property standing to the credit of each of the Accounts, (c) the
Collateral Management Agreement, the Collateral Administration Agreement, the Subscription Agreement, the Equity Contribution Agreement,
the Issuer Account Control Agreement and the Master Loan Purchase Agreement, (d) all Cash delivered to the Trustee (or the
Custodian) for the benefit of the Secured Parties, (e) all accounts, chattel paper, general intangibles, instruments, financial
assets, security entitlements and investment property, and all letter-of-credit rights and other supporting obligations relating
to the foregoing (in each case as defined in the UCC), (f) any other property otherwise delivered to the Trustee (directly
or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or
investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments), (g) any commercial
torts claims and (h) all proceeds with respect to the foregoing (the assets referred to in (a) through (h) are collectively
referred to as the Collateral).


 




     


     


    

 


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


 


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


 


		1.	Definitions



 


		1.1	Definitions



 


Except as otherwise specified herein or
as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this
Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to
the masculine, feminine and neuter genders of such terms. Except as otherwise specified herein or as the context may otherwise
require: (i) references to an agreement or other document are to it as amended, supplemented, restated and otherwise modified
from time to time and to any successor document (whether or not already so stated); (ii) references to a statute, regulation
or other government rule are to it as amended from time to time and, as applicable, are to corresponding provisions of successor
statues, regulations or other governmental rules (whether or not already so stated); (iii) the word “including”
and correlative words shall be deemed to be followed by the phrase “without limitation” unless actually followed by
such phrase or a phrase of like import; (iv) the word “or” is always used inclusively herein (for example, the
phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in an
“either ... or” construction; (v) references to a Person are references to such Person’s successors
and assigns (whether or not already so stated); (vi) all references in this Indenture to designated “Articles”,
“Sections”, “sub-Sections” and other subdivisions are to the designated articles, sections, sub-sections
and other subdivisions of this Indenture; and (vii) the words “herein”, “hereof”, “hereunder”
and other words of similar import refer to this Indenture as a whole and not to any particular article, section, sub-section or
other subdivision.


 


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


 


Accounts: Collectively, (i) the
Payment Account, (ii) the Collection Account, (iii) the Expense Account, (iv) the Delayed-Draw/Committed Proceeds/Revolver
Account, (v) the Portfolio Gains Account and (vi) the Custodial Account. Each Account shall be an Eligible Account.


 


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


 


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


 




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Additional Funding Asset:
With respect to the Delayed Draw Funding Date, any Portfolio Asset or Cash that is being acquired by the Issuer (including, in
the case of Cash, as a result of the Issuer’s receipt of the proceeds of issuance of the applicable Notes being funded on
the Delayed Draw Funding Date) on the Delayed Draw Funding Date (determined on a settlement date basis).


 


Administrative Expenses:
(i) Priority Administrative Expenses, (ii) fees, expenses and other amounts due or accrued and payable by the Issuer
to any Person (other than the Collateral Manager) in respect of any fees or expenses relating to the transactions contemplated
or permitted under this Indenture and the documents delivered pursuant to or in connection with the transactions contemplated by
this Indenture, any amendment or other modification of any such documentation (including all legal and other fees and expenses
incurred in connection with the purchase or sale of any Portfolio Assets and any other expenses and fees incurred in connection
with the Portfolio Assets) or the administration and maintenance of the Issuer and the Notes and (iii) indemnities payable
to any Person (other than the Collateral Manager) pursuant to any Transaction Document; provided that Administrative Expenses
shall not include (a) any amounts due or accrued with respect to the actions taken on or in connection with the Closing Date
or in connection with the Subsequent Advance or (b) amounts payable in respect of the Notes. To the extent funds standing
to the credit of the Expense Account are used to pay Administrative Expenses, Priority Administrative Expenses then due and payable
shall be paid (x) in the order of priority set forth in the definition thereof and (y) prior to any other Administrative
Expenses then due and payable, and such other Administrative Expenses shall be paid in the order set forth in the definition thereof.


 


Advance: Each advance made
by the Initial Holder.


 


Advance Percentage: With
respect to: (a) a Senior Secured (Type I) Loan, 65%, (b) a Senior Secured (Type I Cov-Lite) Loan, 60%, (c) a Senior Secured (Type
II) Loan, 60%, (d) a Senior Secured (Type III) Loan, 50%, (e) a Senior Secured Last Out (Type I) Loan, 50%, (f) a Traditional Second
Lien Loan, 40%, (g) a Senior Secured Last Out (Type II) Loan, 50%, (h) a Senior Secured (Type IV) Loan, 50% and (i) with respect
to Cash, 65%; provided, that any Cash deposited to (or withdrawn from) the Delayed-Draw/Committed Proceeds/Revolver Account in
accordance with Section 10.3(d) (other than earnings from Eligible Investments therein) shall have an Advance Percentage equal
to the Advance Percentage of the Delayed-Draw Loan, Committed Proceeds Asset or Revolver Loan, as applicable, to which such Cash
deposit (or withdrawal) relates.


 


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


 


Affected Bank: A “bank”
for purposes of Section 881 of the Code or an entity affiliated with such a bank that is not any of the following: (x) a
United States Person, (y) an entity that treats all income from its Notes as effectively connected with its conduct of a trade
or business within the United States (as such terms are used in Section 864(c) of the Code) or (z) in compliance with
FATCA and entitled to the benefits of an income tax treaty with the United States under which withholding taxes on interest payments
made by obligors resident in the United States to such bank are reduced to 0%.


 




    	 	 	Page 3



     


    

 


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


 


Affiliated shall have the
corresponding meaning.


 


Affiliated Loan: Any Loan
with respect to which CION Investment Corporation or any Affiliate thereof has a direct or indirect equity or similar interest
in any Obligor of such Loan.


 


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


 


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


 


Asset Eligibility Criteria:
Criteria satisfied in respect of a Portfolio Asset or prospective Portfolio Asset on any date of determination, including, but
not limited to, the trade date for the relevant purchase or acquisition thereof (such trade date, the Portfolio Asset Trade
Date) if:


 


		(a)	the obligation is a Loan, excluding any security that is not a permissible collateral security
for purposes of securing asset-backed securities that satisfy the loan securitization exclusion under Section 248.10(c)(8)
of the Volcker Rule (12 C.F.R. Part 248);



 


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



 


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



 


		(d)	the obligation is not a lease;



 


		(e)	the obligation is a Senior Secured (Type I) Loan, a Senior Secured (Type I Cov-Lite) Loan, a Senior
Secured (Type II) Loan, a Senior Secured (Type III) Loan, a Senior Secured (Type IV) Loan, a Senior Secured Last Out (Type I) Loan,
a Senior Secured Last Out (Type II) Loan or a Traditional Second Lien Loan;



 


		(f)	the obligation is not an Affiliated Loan;



 


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



 




    	 	 	Page 4



     


    

 


		(h)	the obligation provides for payments of interest on the principal amount thereof at a rate per
annum equal to either (i) a fixed rate or (ii) a floating rate (subject to any applicable floor) that is computed based
upon the sum of a spread and a generally recognized floating interest rate index that is reset no less frequently than semi-annually;
provided, however, for the avoidance of doubt no obligation which provides for or permits payments of interest on
the principal amount thereof on the basis of a Structured Coupon shall be permitted under this clause (h);



 


		(i)	the obligation is not an obligation by which its terms provide for an increase or decrease in the
per annum interest rate payable thereon solely as a function of the passage of time (other than as a result of any change in any
underlying index on which such rate is based); provided, however, for the avoidance of doubt, this clause (i)
shall not prevent the Issuer from acquiring or holding a Loan which provides for the increase or decrease in the per annum interest
rate payable thereon in accordance with a matrix upon the occurrence of certain specified events or upon the satisfaction or failure
of certain financial conditions;



 


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



 


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



 


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



 


		(m)	the Issuer would be entitled to receive all interest payments on such obligation free of U.S. Federal
or foreign withholding tax (except with respect FATCA taxes or for withholding taxes that may be payable with respect to commitment
fees or other similar fees) or, in the case of foreign withholding tax, would be entitled to receive “gross-up” payments
that cover the full amount of such withholding taxes;



 


		(n)	the obligation is not an obligation whose repayment is subject to substantial non-credit related
risk as determined by the Collateral Manager in its reasonable discretion;



 


		(o)	the obligation is not an obligation that is the subject of an exchange or conversion offer and
has not been called for redemption or tender into any other security or property that does not satisfy the Asset Eligibility Criteria;



 


		(p)	[reserved];



 


		(q)	the obligation is Registered;



 


		(r)	the obligation is not (i) a Bond, (ii) a Participation Interest or (iii) a Synthetic
Security;



 


		(s)	the obligation is not an Equity Security or, by its terms, convertible into or exchangeable for
an Equity Security at any time over its life or attached with a warrant to purchase an Equity Security;



 




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		(t)	the obligation is not a letter of credit and does not otherwise include or support a letter of
credit;



 


		(u)	the security interest granted by (i) the Issuer to the Trustee pursuant to this Indenture
in such Portfolio Asset is a valid perfected first priority security interest; and (ii) if applicable, the seller to the Issuer
and the Trustee in such Portfolio Asset pursuant to the Master Loan Purchase Agreement is a valid perfected first priority security
interest; and



 


		(v)	either (i) the obligation is capable of being assigned or novated to, at a minimum, commercial
banks or financial institutions (irrespective of their jurisdiction of organization) that are not then a lender or a member of
the relevant lending syndicate, without the consent of any Portfolio Asset Obligor or any agent or (ii) the obligation is
capable of being assigned (with limitation) with the consent of any Portfolio Asset Obligor or any agent; provided, however,
clause (ii) shall not prevent the Issuer from acquiring or holding a Loan that prohibits assignments to (1) the relevant
Portfolio Asset Obligor’s private equity sponsor and other affiliates, (2) competitors of the relevant Portfolio Asset
Obligor and its private equity sponsor and (3) parties identified to the Collateral Manager or any of its affiliates in writing,
and other customary restrictions, provided that the Issuer may not acquire or hold a Loan that includes limitations on assignments
not described in clause (1), (2) or (3) of this proviso.



 


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


 


Authorized Representative:
With respect to the Issuer, any director, Officer or any other Person who is authorized to act for the Issuer in matters relating
to, and binding upon, the Issuer; provided that the Collateral Manager is not an Authorized Representative of the Issuer.
With respect to the Collateral Manager, any Officer, employee, member or agent of the Collateral Manager who is authorized to act
for the Collateral Manager in matters relating to, and binding upon, the Collateral Manager with respect to the subject matter
of the request, certificate or order in question. With respect to the Collateral Administrator, any Officer, employee, partner
or agent of the Collateral Administrator who is authorized to act for the Collateral Administrator in matters relating to, and
binding upon, the Collateral Administrator with respect to the subject matter of the request, certificate or order in question.
With respect to the Trustee or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer.
With respect to any Authenticating Agent, any Officer of such Authenticating Agent who is authorized to authenticate the Notes.
With respect to the Note Registrar, any Officer, employee, member or agent of the Note Registrar who is authorized to act for the
Note Registrar in matters relating to the Note Register. Each party may receive and accept a certification of the authority of
any other party as conclusive evidence of the authority of any Person to act, and such certification may be considered as in full
force and effect until receipt by such other party of written notice to the contrary.


 


Authorizing Resolution: With
respect to (i) the Issuer, any action or resolution taken by the Sole Member within the powers vested to it pursuant to the
Issuer’s Constitutive Documents and (ii) the Sole Member, any action taken by the board of directors or managers of
or any Officer of the Sole Member within the powers vested to such Person or Persons pursuant to the Sole Member’s Constitutive
Documents, within the powers vested to it pursuant to the Constitutive Documents of the Sole Member.


 




    	 	 	Page 6



     


    

 


Balance: On any date, with
respect to Cash or Eligible Investments in any Account, the aggregate, without duplication, of the (i) current principal amount
of Cash, demand deposits, time account deposits, overnight bank deposits, bankers’ acceptances and certificates of deposit;
(ii) principal amount of any interest-bearing Eligible Investments; and (iii) the accreted amount (but not greater than
the face amount) of any non-interest-bearing Eligible Investments other than Cash.


 


Bank: U.S. Bank National
Association, a national banking association with trust powers organized under the laws of the United States (or any successor thereto
as Trustee under this Indenture), in its individual capacity, and not in its capacity as Trustee, or any successor thereto.


 


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


 


Bankruptcy Subordinated Class:
The meaning specified in Section 13.1.


 


Bankruptcy Subordination Agreement:
The meaning specified in Section 13.1.


 


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


 


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


 


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


 


Certificate of Authentication:
The meaning specified in Section 2.1.


 


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


 


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


 


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


 


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


 




    	 	 	Page 7



     


    

 


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: May 19, 2017.


 


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


 


Collateral: The meaning assigned
in the Granting Clauses hereof.


 


Collateral Administration Agreement:
An agreement dated as of the Closing Date among the Issuer, the Collateral Manager and the Collateral Administrator.


 


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


 


Collateral Change Event and Repayment
Date Report: The meaning specified in Section 10.5(b). 


 


Collateral Change Event Notice:
The meaning specified in the Equity Contribution Agreement.


 


Collateral Change Trade Date:
The meaning specified in the Equity Contribution Agreement.


 


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


 


Collateral Manager: CĪON
Investment Management, LLC, a limited liability company formed under the laws of the State of Delaware.


 


Collateral Manager Advances:
The meaning specified in the Collateral Management Agreement.


 


Collateral Manager Expenses:
The meaning specified in the Collateral Management Agreement.


 


Collection Account: The account
established pursuant to Section 10.2, which consists of the Principal Collection Subaccount, the Sold PI Loan Collection Subaccount
and the Interest Collection Subaccount.


 




    	 	 	Page 8



     


    

 


Commitment Amount: With respect
to any Portfolio Asset that is a Delayed-Draw Loan or a Revolver Loan as of any date of determination, the maximum outstanding
principal amount of such Portfolio Asset that a registered holder of the amount of such Portfolio Asset held by the Issuer would
on such date be obligated to fund (including all amounts previously funded and outstanding, whether or not such amounts, if repaid,
may be reborrowed).


 


Committed Delayed Draw Amount:
The amount indicated under the column with the sub-heading “Delayed Draw Notes”, with respect to the Delayed Draw Notes,
in the row labeled “Committed Amount” in the table in Section 2.3(b) below, representing the commitment of the
Initial Holder to subscribe for and fund additional Delayed Draw Notes on the Delayed Draw Funding Date occurring after the Closing
Date in accordance with its obligations as Sole Member under the Subscription Agreement.


 


Committed Proceeds Asset:
A Portfolio Asset that is the subject of a Committed Proceeds Transaction.


 


Committed Proceeds Transaction:
Any transaction for the acquisition of a Portfolio Asset listed in Schedule 1 hereto with respect to which, as of the Closing
Date, the Issuer has entered into a contractual commitment to acquire such Portfolio Asset but for which the settlement date of
such transaction has not yet occurred.


 


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


 


Constitutive Documents: With
respect to (i) the Issuer, the Issuer’s limited liability company agreement dated May 12, 2017, as amended, revised
or restated from time to time and (ii) the Sole Member, the Sole Member’s limited liability company agreement, dated
as of May 12, 2017, as amended, revised or restated from time to time.


 


Contribution: Each capital
contribution made by the Sole Member to the Issuer in accordance with the Equity Contribution Agreement.


 


Corporate Trust Office: The
corporate trust office of the Trustee at which this Indenture is administered, currently located at One Federal Street, Third Floor,
Boston, MA 02110, Attention: Global Corporate Trust Services – Murray Hill Funding II, LLC and, for transfer purposes and
presentment, U.S. Bank Global Corporate Trust Services, 111 Fillmore Avenue East, St. Paul, MN 55107-1402, Attention: Bond
Transfer Services-EP-MN-WS2N- Murray Hill Funding II, LLC; or, in each such case, such other address as the Trustee may designate
from time to time by notice to the Holders of the Notes, the Collateral Manager and the Issuer or the principal corporate trust
office of any successor Trustee.


 


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


 




    	 	 	Page 9



     


    

 


Counterparty: Murray Hill
Funding, LLC.


 


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


 


Custodian: The meaning specified
in the first sentence of Section 3.2(a) with respect to items of collateral referred to therein, and each entity with which
an Account is maintained, as the context may require, each of which shall be a Securities Intermediary.


 


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


 


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


 


Defaulted Obligation:
Any Portfolio Asset as to which one or more of the following has occurred: (a) there has occurred a default as to the
payment of principal and/or interest and/or capitalized interest (without regard to any notice requirement or grace period) (provided
that such default may continue for a period of up to five Business Days from the date of such default), (b) there has occurred
any other default with respect to such Portfolio Asset that in the reasonable opinion of the Liquidation Agent will likely result
in a default as to the payment of principal and/or interest on such Portfolio Asset under the Underlying Instrument (whether upon
any acceleration thereof or otherwise), (c) there has occurred a default as to the payment of principal and or interest which
continues for a period of five Business Days on any other material obligation of any Portfolio Asset Obligor on such Portfolio
Asset that is senior or pari passu in right of payment to such Portfolio Asset and such default would, upon the delivery
of such notice, constitute a default, event of default or similar condition or event (howsoever described) under the terms of the
instrument or agreement pursuant to which such Portfolio Asset was issued or created, (d) a bankruptcy or insolvency event
has occurred with respect to any obligor on such Portfolio Asset or (e) there has been effected any modification, amendment
or waiver to any Underlying Instrument or any exchange or other restructuring involving a Portfolio Asset that either (i) impacts
the final maturity date, interest rate or principal balance of the Portfolio Asset or (ii) eliminates or modifies any covenant
(including, without limitation, any affirmative, negative or financial covenant) in the Underlying Instrument, unless in all cases
the Liquidation Agent has notified the Collateral Manager that it does not consent to such modification, amendment or waiver or
exchange or restructuring; provided that, in each of the cases set forth in clauses (a) through (d) above, such
Portfolio Asset will only constitute a Defaulted Obligation for so long as such default has not been cured or waived (excluding
any waiver granted by the Collateral Manager, the Sole Member, the Issuer or any entity which controls, is controlled by or under
common control with any of the foregoing (whether such control is de jure or de facto) unless the Liquidation Agent has consented
to such waiver).


 




    	 	 	Page 10



     


    

 


Delayed Draw Funding Date:
June 19, 2017, as applicable, or another date on which the Issuer, the Initial Holder and UBS agree in writing with notice to the
Trustee no later than five Business Days in advance thereof that the Delayed Draw Global Notes shall be funded.


 


Delayed Draw Global Notes or
Delayed Funding Notes: Collectively, any Delayed Draw Regulation S Global Note and any Delayed Draw Rule 144A
Global Note, together representing the Notes funded on the Delayed Draw Funding Date, that were issued by the Issuer on the Closing
Date.


 


Delayed Draw Regulation S Global
Note: Any Regulation S Global Note that has the CUSIP Number U61747 AB4.


 


Delayed Draw Rule 144A Global
Note: Any Rule 144A Global Note that has the CUSIP Number 62706L AB6.


 


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


 


Delayed-Draw/Committed Proceeds/Revolver
Account: The account established pursuant to Section 10.3(d).


 


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


 


		(i)	in the case of each Certificated Security (other than a Clearing Corporation Security) and Instrument,



 


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



 


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



 


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



 


		(ii)	in the case of each Uncertificated Security (other than a Clearing Corporation Security),



 


		(a)	causing such Uncertificated Security to be continuously registered on the books of the issuer thereof
in the name of the Custodian, and



 


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



 




    	 	 	Page 11



     


    

 


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



 


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



 


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



 


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



 


		(a)	causing the creation of a Security Entitlement to such Government Security by the credit of such
Government Security to a securities account in the name of the Custodian at such FRB, and



 


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



 


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



 


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



 


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



 


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



 


		(vi)	in the case of Cash,



 


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



 


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



 


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



 




    	 	 	Page 12



     


    

 


		(vii)	in the case of each general intangible, causing the filing of a Financing Statement with the UCC
filing section of the Delaware Department of State, naming the Issuer as debtor and the Trustee as secured party and describing
such property as the collateral or indicating that the collateral includes “all assets” or “all personal property”
of the Issuer (or a similar description).



 


In addition, the Collateral Manager on
behalf of the Issuer will obtain any and all consents required by the Underlying Instruments relating to any general intangibles
for the transfer of ownership and/or pledge of Collateral hereunder (except to the extent that the requirement for such consent
is rendered ineffective under Sections 9-406, 9-408 or 9-409 of the UCC).


 


Determination Date: The last
day of each Monthly Period.


 


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


 


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


 


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


 


Eligible Account: A deposit
or securities account payable on demand and maintained with the corporate trust department of a federal or state chartered depository
institution or trust company that, in either case, has a combined capital and surplus of at least U.S.$50,000,000 and has corporate
trust powers, provided that any state chartered depository institution or trust company is subject to regulation regarding
fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). No Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


 


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


 


Eligible Investments: Either
Cash, or any Dollar investment that, at the time it is Delivered (directly or through an intermediary), (x) matures not later
than the Business Day immediately preceding the Payment Date immediately following the date of Delivery thereof (or such earlier
date as expressly provided herein), and (y) is one or more of the following obligations or securities:


 


		(i)	[reserved];



 




    	 	 	Page 13



     


    

 


		(ii)	deposit and trust accounts payable on demand with any depository institution or trust company incorporated
under the laws of the United States of America or any state thereof (including the Bank) and subject to supervision and examination
by Federal and/or State banking authorities so long as the commercial paper and/or the debt obligations of such depository institution
or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or
debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment
have the Eligible Investment Required Ratings; and



 


		(iii)	[reserved];



 


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 or securities as mature (or are putable at par to the issuer thereof) no later than
the Business Day prior to the next Payment Date; and (2) none of the foregoing obligations or securities shall constitute
Eligible Investments if (a) such obligation or security has an “f”, “r”, “p”, “pi”,
“q” or “t” subscript (or then-equivalent subscript) assigned by S&P, (b) all, or substantially
all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) interest payments with
respect to such obligations or securities or proceeds of disposition would be subject to withholding taxes (except with respect
to FATCA taxes) by any jurisdiction if received by the Sole Member unless, in the case of non-U.S. withholding tax, the payor is
required to make “gross-up” payments that cover the full amount of any such withholding tax, (d) such obligation
or security is secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the
principal or face amount thereof, (f) such obligation or security is subject of a tender offer, voluntary redemption, exchange
offer, conversion or other similar action, (g) in the Collateral Manager’s judgment (as certified to the Trustee in
writing), such obligation or security is subject to material non-credit related risks, (h) such obligation is a Structured
Finance Obligation, (i) such obligation or security is represented by a certificate of interest in a grantor trust, (j) such
obligation or security would not be treated as “cash equivalents” for purposes of Section __.10(c)(8)(iii)(A) of the
regulations implementing the Volcker Rule in accordance with any applicable interpretive guidance thereunder or (k) is not
either (A) a permitted domestic government obligation for purposes of Section __.6(a) of the regulations implementing the
Volcker Rule in accordance with any applicable interpretive guidance thereunder or (B) an identified banking product for purposes
of Section __.2(h)(2)(ii) of the regulations implementing the Volcker Rule in accordance with any applicable interpretive guidance
thereunder. Eligible Investments may include, without limitation, those investments issued by or made with the Bank or for which
the Bank or the Trustee or an Affiliate of the Bank or the Trustee provides services and receives compensation.


 


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


 


Equity Contribution Agreement:
The Contribution Agreement dated as of the Closing Date between the Sole Member, the Issuer, the Trustee and the Collateral Manager.


 




    	 	 	Page 14



     


    

 


Equity Security: 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 and any other security or obligation that at the time of acquisition, conversion or exchange does not satisfy the requirements
of a Portfolio Asset.


 


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


 


Euroclear: Euroclear Bank
S.A./N.V.


 


Event of Default: The meaning
specified in Section 5.1.


 


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


 


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


 


FATCA: Sections 1471
through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant
to Section 1471(b)(1) of the Code and any intergovernmental agreements (and related implementing regulatory legislation, rules,
regulations or practices) entered into in connection with the foregoing.


 


FATCA Compliance: Compliance
with FATCA, as necessary so that no tax will be imposed or withheld thereunder in respect of payments to or for the benefit of
the Issuer.


 


Federal Funds (Effective) Rate:
For any date, the rate set forth on Reuters Page FEDFUNDS as the “Federal Funds (Effective)” rate for that day (or
if such Page or rate is not available, the rate set forth in the Federal Reserve publication H.15(519) for such day opposite the
caption “Federal Funds (Effective)” in such publication).


 


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


 


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


 


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


 


Global Master Repurchase Agreement:
The TBMA/ISMA Global Master Repurchase Agreement (2000 Version) dated as of May 15, 2017 (including any annex, confirmation and
any transaction supplement exchanged thereunder and as amended, modified or otherwise supplemented from time to time) between the
Counterparty and UBS.


 


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


 


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


 


Governmental Authority: The
government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 




    	 	 	Page 15



     


    

 


Grant or Granted:
To grant, bargain, sell, convey, assign, transfer, mortgage, pledge, permit to arise or otherwise transfer a Lien or security interest
in and right of setoff against, deposit, set over and confirm. A Grant of Collateral, or of any other instrument, shall include
all rights, powers and options (but none of the obligations) of the granting party thereunder (whose exercise may be suspended
until the occurrence of a Default of the Secured Obligations allowing enforcement over the Collateral), including the immediate
continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of Collateral, and all
other Cash 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.


 


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


 


Illiquid Asset: Any Portfolio
Asset with respect to which either (a) the Collateral Manager (if no Event of Default has occurred and is continuing), (b) the
Liquidation Agent (when exercising its rights to direct the disposition of such Portfolio Asset under Section 12.1(c)) or
(c) the Trustee (when attempting to dispose of such Portfolio Asset pursuant to Article 5 and not at the direction of
the Liquidation Agent pursuant to Section 12.1(c)) has made commercially reasonable efforts (or, in the case of (b), the Issuer
or Trustee at the Liquidation Agent’s direction has made commercially reasonable efforts) to dispose of such Portfolio Asset
for at least 90 days but has been unable to sell such Portfolio Asset and in the Liquidation Agent’s commercially reasonable
judgment such Portfolio Asset is not expected to be saleable for the foreseeable future.


 


Indebtedness: With respect
to any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations
of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in
the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all
capital lease obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances.


 


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.


 




    	 	 	Page 16



     


    

 


Independent: As to any Person,
any other Person (including, in the case of an accountant or lawyer, a firm of accountants or lawyers, and any member thereof,
or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or
any material indirect financial interest in such Person or in any Affiliate of such Person, and (ii) is not connected with
such Person as an Officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions.
“Independent” when used with respect to any accountant may include an accountant who audits the books of such Person
if in addition to satisfying the criteria set forth above the accountant is independent with respect to such Person within the
meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants.


 


Any pricing service, certified public accountant
or legal counsel that is required to be Independent of another Person under this Indenture must satisfy the criteria above with
respect to the Issuer, the Collateral Manager and their Affiliates.


 


Initial Funded Global Notes or
Initial Funded Notes: Collectively, the Initial Funded Regulation S Global Note and the Initial Funded Rule 144A
Global Note, together representing the Notes issued by the Issuer on the Closing Date.


 


Initial Funded Regulation S
Global Note: The Regulation S Global Note (CUSIP Number U61747 AA6).


 


Initial Funded Rule 144A Global
Note: The Rule 144A Global Note (CUSIP Number 62706L AA8).


 


Initial Holder: Murray Hill
Funding, LLC.


 


Initial Market Value:


 


		(a)	With respect to any Portfolio Asset that is:



 


		(i)	being acquired by the Issuer for cash consideration, the acquisition price payable by the Issuer
for such Portfolio Asset (determined inclusive of the related Costs of Assignment payable by the Issuer in connection with such
acquisition but exclusive of accrued interest and capitalized interest); or



 


		(ii)	being contributed by or on behalf of the Sole Member pursuant to the terms of the Equity Contribution
Agreement, the net cash proceeds that would be received by the Issuer from the sale or other disposition of such Portfolio Asset
by the Issuer (as determined by the Collateral Manager in good faith, subject and without prejudice to UBS’ rights under
Section 12.2(a)(v)) if the Issuer entered into a binding commitment to sell or otherwise dispose of such Portfolio Asset on
the applicable trade date of the relevant contribution, exclusive of accrued interest and capitalized interest and net of the related
Costs of Assignment;



 


provided in each case that (A) the
Initial Market Value of any Portfolio Asset (or applicable portion thereof) shall be deemed to have been decreased by a pro rata
portion of such Initial Market Value equal to any portion of the Principal Balance thereof that is being sold or otherwise disposed
of by the Issuer or repaid by the applicable Portfolio Asset Obligor on or after the date of acquisition thereof by the Issuer
and (B) the Initial Market Value of any Sold Participation Interest Loan shall be zero; and


 




    	 	 	Page 17



     


    

 


		(b)	with respect to any Cash, 100% of the face amount thereof.



 


Insolvency Event: With respect
to any Person, an event that occurs when such Person shall (i) be dissolved (other than pursuant to a consolidation, amalgamation
or merger); (ii) become adjudicated insolvent or unable to pay its debts or fail or admit in writing its inability generally
to pay its debts as they become due; (iii) make a general assignment, arrangement or composition with or for the benefit of
its creditors; (iv) institute or have instituted against it a Proceeding seeking a judgment of insolvency or bankruptcy or
any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition shall
be presented for its winding-up or liquidation, and, in the case of any such Proceeding or petition instituted or presented against
it, such Proceeding or petition (x) results in a judgment of insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation or (y) is not dismissed, discharged, stayed or restrained in each
case within 60 days of the institution or presentation thereof; (v) have a resolution passed by such Person’s board
of directors or shareholder (or, in the case of a limited partnership, by the board of directors of the general partner of such
limited partnership) for such Person’s winding-up, official management or liquidation (other than pursuant to a consolidation,
amalgamation or merger); (vi) seek or become subject to the appointment of an administrator, provisional liquidator, conservator,
receiver, another trustee, another custodian or other similar official for it or for all or substantially all its assets, in each
case in connection with its bankruptcy insolvency, winding-up or liquidation; (vii) have a secured party take possession of
all or substantially all its assets (other than delivery of the Collateral pursuant to this Indenture) or have a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and
such secured party shall maintain possession, or any such process shall not be dismissed, discharged, stayed or restrained, in
each case within 60 days thereafter; (viii) cause or become subject to any event with respect to it which, under the
applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii) (inclusive);
or (ix) take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing
acts.


 


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


 


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


 


Interest Collections: With
respect to any Monthly Period, (a) all collections of interest, capitalized interest, fees and other amounts (other than Principal
Collections) paid in respect of any Portfolio Asset and received by the Issuer during such Monthly Period (whether or not directly
from the relevant Portfolio Asset Obligor), including the portion of the proceeds of any sale properly attributable to any of the
foregoing and (b) with respect to Eligible Investments credited to the Interest Collection Subaccount at any time during such
Monthly Period, all interest paid on, and proceeds of, such Eligible Investments.


 


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


 




    	 	 	Page 18



     


    

 


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


 


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


 


Issuer Order and Issuer
Request: A written order or request (which may be a standing order or request) to be provided by the Issuer or by the Collateral
Manager on behalf of the Issuer in accordance with the provisions of this Indenture, dated and signed in the name of the Issuer
by an Authorized Representative of the Issuer, or, in the case of an order or request executed by the Collateral Manager on behalf
of the Issuer, by an Authorized Representative of the Collateral Manager. For the avoidance of doubt, an order or request provided
in an email or other electronic communication by an Authorized Representative of the Issuer (or, to the extent permitted by the
preceding sentence, by an Authorized Representative of the Collateral Manager on behalf of the Issuer) shall constitute an Issuer
Order, unless the Trustee otherwise requests that such Issuer Order be in writing.


 


Letter Agreement: The Letter
Agreement dated as of the Closing Date between the Issuer, CĪON Investment Management, LLC, as agent and UBS (together with
the omnibus consent contemplated thereby).


 


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


 


Liquidation Agent: UBS AG
in its capacity as liquidation agent, as appointed by the Issuer pursuant to the appointment letter dated the date hereof (the
Liquidation Agent Appointment Letter) between the Issuer and UBS AG, and its permitted successors and assigns, until
such time (if any) that such appointment is terminated in accordance with terms of the Liquidation Agent Appointment Letter. If
(a) UBS AG in its capacity as Liquidation Agent, and its permitted successors and assigns, is terminated in accordance with
the terms of the Liquidation Agent Appointment Letter, (b) the “Repurchase Date” under the Global Master Repurchase
Agreement has occurred and all obligations of the Counterparty to UBS AG, and its permitted successors and assigns, thereunder
have been paid in full or (c) an “Event of Default” with respect to which UBS AG, London Branch is the “Defaulting
Party” (as each such term is defined in the Global Master Repurchase Agreement) or an event of default by UBS AG under any
other Transaction Document has occurred and is continuing, any provision of this Indenture or any other Transaction Document giving
the Liquidation Agent any voting, approval, consent or third-party beneficiary rights shall be of no further force or effect.


 


Liquidation Agent Appointment Letter:
The meaning specified in the definition of Liquidation Agent.


 




    	 	 	Page 19



     


    

 


Loan: Any obligation for
the payment or repayment of borrowed money that is documented by a term loan agreement or other similar credit agreement that does
not permit any future advances to be made to the borrower under the Underlying Instruments relating thereto (including, without
limitation, the reborrowing of any amount previously repaid by the borrower thereunder) at any time after the date of acquisition
thereof by the Issuer.


 


Majority Holders: The Holders
of Notes representing more than 50% of the Aggregate Outstanding Amount of the Notes.


 


Margin Stock: The meaning
specified under Regulation U.


 


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


 


Master Loan Purchase Agreement:
The Master Loan Purchase Agreement dated as of the Closing Date between the Sole Member and the Issuer.


 


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


 


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


 


Monthly Date: The meaning
specified in the definition of “Monthly Period”.


 


Monthly Period: Each period
from, and including, the 1st calendar day of each calendar month (each, a Monthly Date) to, but excluding, the next
following Monthly Date, except that (a) the initial Monthly Period will commence on, and include, the Closing Date and will
end on, but exclude, the 1st day of June 2017 and (b) the final Monthly Period will end on, but exclude, the date on which
the Notes are paid in full or otherwise cancelled.


 


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


 


Moody’s Rating: The
monitored publicly available rating or the monitored estimated rating expressly assigned to a debt obligation (or facility) by
Moody’s that addresses the full amount of the principal and interest promised.


 


MPA Counterparty: With respect
to any Master Participation Agreement, the Person acquiring Participation Interests thereunder.


 


Non-Permitted ERISA Holder:
As defined in Section 2.11(c).


 


Non-Permitted Holder: As
defined in Section 2.11(b).


 




    	 	 	Page 20



     


    

 


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


 


Notes: The Class A Notes.


 


Obligor: Any Portfolio Asset
Obligor and any issuer, obligor or guarantor in respect of an Eligible Investment or other loan or security, whether or not Collateral.


 


Offer: As defined in Section 10.6(c).


 


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


 


offshore transaction: The
meaning specified in Regulation S.


 


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


 


Optional Redemption: A redemption
of the Notes in accordance with Section 9.1.


 


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


 


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


 


		(i)	Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation
in accordance with the terms of Section 2.9 (or registered in the Note Register on the date the Indenture is discharged in
accordance with Section 4.1(d));



 


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



 




    	 	 	Page 21



     


    

 


 


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


 


Overlap Period: The meaning
specified in Section 2.7(a).


 


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


 


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


 


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


 


Payment Date: Each date occurring
ten Business Days after the last day of any Monthly Period.


 


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


 


Permitted Liens: (i) Liens
arising under the Transaction Documents in favor of the Trustee for the benefit of the Trustee and other Secured Parties, (ii) tax
Liens for taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings
and for which adequate reserves are maintained on the Issuer’s books in accordance with GAAP and (iii) Liens permitted
or arising under any Underlying Instrument.


 


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


 


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


 


Portfolio: At any time, all
Portfolio Assets, Cash and Eligible Investments held by the Issuer at such time.


 




    	 	 	Page 22



     


    

 


Portfolio Asset: A Loan or
any portion thereof (other than any Sold Participation Interest Loan) that on its Portfolio Asset Trade Date satisfies the Asset
Eligibility Criteria. Unless the context otherwise requires, all references to a Portfolio Asset will refer to a Loan or portion
thereof (other than any Sold Participation Interest Loan) held by the Issuer.


 


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


 


Portfolio Asset Trade Date:
The meaning set forth in the definition of “Asset Eligibility Criteria”; provided that for purposes of the contribution
of a Loan to the Issuer pursuant to the Equity Contribution Agreement, the date of such contribution shall be deemed to be the
Portfolio Asset Trade Date of such Loan.


 


Portfolio Gains Account:
As defined in Section 10.3(e).


 


Post-Restructuring Notice:
As defined in Section 7.5(e).


 


Principal Balance: Subject
to Section 1.2, with respect to (a) any item of Collateral (other than a Delayed-Draw Loan or a Revolver Loan), the outstanding
principal amount of such Collateral (excluding any capitalized interest) and (b) any Delayed-Draw Loan or a Revolver Loan,
the outstanding principal of the Delayed-Draw Loan or a Revolver Loan (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 the Delayed-Draw
Loan or a Revolver Loan.


 


Principal Collections: With
respect to any Monthly Period, (a) all collections of principal on a Portfolio Asset (excluding (i) any capitalized interest
and (ii) any collections of principal on a Revolver Loan deposited into the Delayed-Draw/Committed Proceeds/Revolver Account
in accordance with Section 10.2(d)) paid in cash in respect of any Portfolio Asset and received by the Issuer during such
Monthly Period (whether or not directly from the relevant Portfolio Asset Obligor), including the proceeds of any sale properly
attributable to principal (excluding proceeds of any sale properly attributable to capitalized interest) (but not including any
amounts deducted or withheld by any Obligor on a Portfolio Asset for or on account of any present or future taxes, duties, assessments
or governmental charges with respect to payments by such Obligor on such Portfolio Asset), (b) any Revolver Loan Net-Back
paid in cash in respect to any Revolver Loan and received by the Issuer during such Monthly Period, (c) with respect to Eligible
Investments credited to the Principal Collection Subaccount at any time during such Monthly Period, all interest paid in cash on,
and proceeds of, such Eligible Investments and (d) all amounts contributed in the form of Cash by the Sole Member pursuant
to Section 3 of the Equity Contribution Agreement which are required pursuant to the terms thereof to be deposited in the
Principal Collection Subaccount; provided that for the purposes of attributing collections to principal and capitalized
interest, such attribution shall be made (i) if the Underlying Instruments include provisions for such attribution, then in
accordance with such provisions and (ii) if the Underlying Instruments do not include any such provisions, then on a pro rata
basis.


 


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


 




    	 	 	Page 23



     


    

 


Priority Administrative Expenses:
The following fees, expenses (including indemnities) and other amounts due or accrued and payable by the Issuer in the following
order or priority:


 


first, to the payment
of taxes and governmental fees (including annual return and registered office fees) owing by the Issuer;


 


second, to the Trustee
and U.S. Bank pursuant to Section 6.7 and the other provisions of this Indenture; and


 


third, to the Bank in
all of its capacities (including as Collateral Administrator) pursuant to the Collateral Administration Agreement and other Transaction
Documents to which it is a party in any such capacity;


 


provided that such fees shall be
paid in such order whether paid directly to such Person or, in respect of any such expense paid by the Collateral Manager on the
Issuer’s behalf and reimbursable to the Collateral Manager pursuant to the Collateral Management Agreement, to the Collateral
Manager.


 


Priority of Payments: The
meaning specified in Section 11.1.


 


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


 


Protected Purchaser: The
meaning specified in Section 8-303 of the UCC.


 


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


 


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


 


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


 


Redemption Date: Any Payment
Date occurring after the Delayed Draw Funding Date specified for a redemption in whole or in part of Notes pursuant to Article 9.


 


Redemption Price: For each
Note to be redeemed in whole or in part, 100% of the Aggregate Outstanding Amount of such Note (or the applicable portion thereof
to be redeemed); provided that, if requested by the Collateral Manager, the Holders of 100% of the Aggregate Outstanding
Amount of the Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders
of the Notes.


 


Registered: In “registered
form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and issued after July 18, 1984,
provided that a certificate of interest in a grantor trust shall not be treated as Registered unless each of the obligations
or securities held by the trust was issued after that date.


 


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


 




    	 	 	Page 24



     


    

 


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


 


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


 


Required Expense Equity Contribution:
As defined in the Equity Contribution Agreement.


 


Revolver Loan: Any Loan with
respect to which the Issuer is obligated to make or otherwise fund future advances to a borrower and which provided that such future
advances may be paid back and reborrowed from time to time; provided that such Loan shall only be considered a Revolver
Loan for so long as any future funding obligations remain in effect and only with respect to any portion which constitutes a future
funding obligation.


 


Revolver Loan Net-Back: An
amount representing a purchase price adjustment received by the Issuer in respect of a Revolver Loan.


 


Rule 144A: Rule 144A
under the Securities Act.


 


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


 


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


 


S&P Industry Classification:
The meaning specified in the Global Master Repurchase Agreement.


 


S&P Rating: With respect
to any Portfolio Asset, as of any date of determination, if there is an issuer credit rating of the issuer of such Portfolio Asset
by S&P as published by S&P, or the guarantor which unconditionally and irrevocably guarantees such Portfolio Asset pursuant
to a form of guaranty approved by S&P for use in connection with this transaction, then the S&P Rating shall be such rating.


 


Sale: The meaning specified
in Section 5.17.


 


Section 13 Banking Entities:
An entity that (i) is defined as a “banking entity” under the Volcker Rule regulations (Section __.2(c)), (ii) provides
written certification thereof to the Issuer and the Trustee, and (iii) identifies the Notes held by such entity and the outstanding
principal amount thereof.


 


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


 


Secured Parties: The meaning
specified in the Granting Clauses.


 


Securities Act: The U.S. Securities
Act of 1933.


 


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.


 




    	 	 	Page 25



     


    

 


Senior Secured (Type I) Loan:
As defined in the Global Master Repurchase Agreement.


 


Senior Secured (Type I Cov-Lite)
Loan: As defined in the Global Master Repurchase Agreement.


 


Senior Secured (Type II) Loan:
As defined in the Global Master Repurchase Agreement.


 


Senior Secured (Type III) Loan:
As defined in the Global Master Repurchase Agreement.


 


Senior Secured (Type IV) Loan:
As defined in the Global Master Repurchase Agreement.


 


Senior Secured Last Out (Type I)
Loan: As defined in the Global Master Repurchase Agreement.


 


Senior Secured Last Out (Type II)
Loan: As defined in the Global Master Repurchase Agreement.


 


Similar Law: Any Federal,
State, local, non-U.S. or other law or regulation that could cause the underlying assets of the Issuer to be treated as assets
of the investor in any Note (or any interest therein) by virtue of its interest and thereby subject the Issuer and the Collateral
Manager (or other Persons responsible for the investment and operation of the Issuer’s assets) to laws or regulations that
are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975
of the Code.


 


Sold Participation Interest Loan:
Any Loan (or any portion thereof) that would otherwise constitute a Portfolio Asset but for the fact that a Participation Interest
in respect of such Loan (or such portion) has been sold by the Issuer pursuant to and in accordance with Section 12.3(d); provided,
that the portion, if any, of any such Loan that is identified in the related Collateral Change Event Notice as a portion in respect
of which a Participation Interest must be sold pursuant to Section 3(g) of the Equity Contribution Agreement shall be deemed to
constitute a Sold Participation Interest Loan as of the trade date for the contribution of such Loan by the Sole Member to the
Issuer pursuant to such Section 3(g).


 


Sold PI Loan Collection Subaccount:
The meaning specified in Section 10.2(a).


 


Sold PI Loan Collections:
With respect to any Monthly Period, all collections of interest, capitalized interest, principal, fees and other amounts paid in
respect of any Sold Participation Interest Loan and received by the Issuer during such Monthly Period (whether or not directly
from the relevant Portfolio Asset Obligor) that are required to be paid or distributed to the relevant MPA Counterparty at any
time on or after the effective date of, and, pursuant to and in accordance with, the relevant Master Participation Agreement, excluding
any amounts deducted or withheld by any Portfolio Asset Obligor on a Portfolio Asset for or on account of any present or future
taxes, duties, assessments or governmental charges with respect to payments by such Portfolio Asset Obligor on such Sold Participation
Interest Loan.


 


Sole Member: Murray Hill
Funding, LLC, a limited liability company organized under the laws of the State of Delaware, as the Sole Member of the Issuer,
and its permitted successors and assigns under its Constitutive Documents.


 




    	 	 	Page 26



     


    

 


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


 


Structured Coupon: a coupon
which is calculated (i) by reference to the forward movement of one or more indices, spot rates or prepayment speeds or (ii) based
on the principal amount of the related obligation which principal amount is divided into separate pieces (each such separate piece
is, typically, referred to as Components); each such Component provides for payments of interest on the principal
amount of such Component at a per annum rate equal to (a) a fixed rate or (b) a floating rate (subject to any applicable
floor). For the avoidance of doubt, obligations that accrue interest based upon a Structured Coupon are frequently referred to
as “Combination Notes” or a similar term.


 


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


 


Subscription Agreement: The
agreement dated as of May 19, 2017 by and between the Issuer and the Sole Member relating to the acquisition of $115,384,615 of
the Initial Funded Notes and $76,923,076 of the Delayed Draw Notes.


 


Subsequent Advance: An Advance
made by the Initial Holder on the Delayed Draw Funding Date.


 


Subsequent Delivery Date:
The settlement date with respect to the Issuer’s acquisition of a Portfolio Asset to be pledged to the Trustee after the
Closing Date.


 


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


 


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.


 


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


 




    	 	 	Page 27



     


    

 


Tax Event: An event that
will occur upon a change in or the adoption of any U.S. or non-U.S. tax statute or treaty, or any change in or the issuance
of any regulation (whether final, temporary or proposed), ruling, practice, procedure published in writing by the relevant taxing
authorities, which change, adoption or issuance results or will result in (i) any portion of any payment due from any Obligor
under any Portfolio Asset becoming properly subject to the imposition of U.S. Federal or foreign withholding tax on payments
of interest or principal, which withholding tax is not compensated for by a provision under the terms of such Portfolio Asset pursuant
to which the Portfolio Asset Obligor is required to pay additional amounts to holders such that the amount a holder receives is
the same as the amount a holder would have received if such withholding tax was not imposed or (ii) any jurisdiction properly
imposing net income, profits or similar tax on the Issuer, provided that the sum of (A) the tax or taxes imposed on
the Issuer as described in clause (ii) of this definition and (B) the total amount withheld from payments to the Issuer
described in clause (i) of this definition and which are not compensated for by payment of additional amounts is determined
to be in excess of 5% of the aggregate interest due and payable on the Portfolio Assets for any Monthly Period. Withholding taxes
imposed under FATCA shall be disregarded in applying the definition of Tax Event.


 


Tax Jurisdiction: The Bahamas,
Bermuda, the British Virgin Islands, the Cayman Islands, the Channel Islands, Jersey, Aruba/Curacao or the U.S. Virgin Islands.


 


Tax Redemption: The meaning
specified in Section 9.2.


 


Total Authorized Principal Amount:
With respect to the Initial Funded Notes and the Delayed Draw Notes, the total authorized principal amounts specified as such in
Section 2.3.


 


Traditional Second Lien Loan:
As defined in the Global Master Repurchase Agreement.


 


Transaction Documents: The
Indenture, the Issuer Account Control Agreement, the Collateral Management Agreement, the Collateral Administration Agreement,
the Subscription Agreement, the Equity Contribution Agreement and the Liquidation Agent Appointment Letter.


 


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


 


Treasury Regulations: The
final or temporary regulations promulgated by the U.S. Department of the Treasury under the Code, as they may be amended from
time to time.


 


Trust Officer: When used
with respect to the Trustee, any Officer within the Corporate Trust Office (or any successor group of the Trustee) including any
Officer to whom any corporate trust matter is referred at the Corporate Trust Office because of such person’s knowledge of
and familiarity with the particular subject and, in each case, having direct responsibility for the administration of this transaction.


 


Trustee: As defined in the
first sentence of this Indenture.


 


UBS: UBS AG, London Branch
in its capacity under the Global Master Repurchase Agreement, and its permitted successors and assigns. If (a) the “Repurchase
Date” under the Global Master Repurchase Agreement has occurred and all obligations of the Counterparty to UBS AG, London
Branch, and its permitted successors and assigns, thereunder have been paid in full or (b) an “Event of Default”
with respect to which UBS AG, London Branch is the “Defaulting Party” (as each such term is defined in the Global Master
Repurchase Agreement) or an event of default by UBS AG under any other Transaction Document has occurred and is continuing, any
provision of this Indenture or any other Transaction Document giving UBS any voting, approval, consent or third-party beneficiary
rights shall be of no further force of effect.


 




    	 	 	Page 28



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Volcker Rule: Section 13
of the Bank Holding Company Act of 1956, as amended, and any applicable implementing regulations.


 


Zero Value Portfolio Asset:
The meaning set forth in the Global Master Repurchase Agreement.


 


		1.2	Assumptions as to Collateral



 


In connection with all calculations required
to be made pursuant to this Indenture with respect to any Portfolio Asset or Eligible Investment, or any payments on any other
assets included in the Collateral, with respect to the sale of and reinvestment in Portfolio Assets, and with respect to the income
that can be earned on the Collateral and on any other amounts that may be received for deposit in the Collection Account, the provisions
set forth in this Section 1.2 shall be applied. The provisions of this Section 1.2 shall be applicable to any determination
or calculation that is covered by this Section 1.2, whether or not reference is specifically made to Section 1.2, unless
some other method of calculation or determination is expressly specified in the particular provision.


 


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



 


		(b)	For each Monthly Period and as of any date of determination, the payments and collections on any
item of Collateral shall be the sum of (i) the total amount of payments and collections received during such Monthly Period
in respect of such item of Collateral (including the proceeds of the sale of such Collateral received) that are available in the
Collection Account at the end of the Monthly Period and (ii) any such amounts received in prior Monthly Periods that were
not disbursed on a previous Payment Date.



 




    	 	 	Page 29



     


    

 


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



 


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



 


		(e)	Any reference in this Indenture to an amount of the Trustee’s or the Collateral Administrator’s
fees calculated with respect to a period at a per annum rate shall be computed on the basis of a 360-day year of twelve 30-day
months prorated for the related Monthly Period and shall be based on the aggregate face amount of the Portfolio Assets and the
Eligible Investments as of the first day of such Monthly Period.



 


		(f)	To the extent there exists in the reasonable determination of the Trustee or the Collateral Administrator,
of any ambiguity in the interpretation of any definition or term contained in this Indenture or to the extent more than one methodology
can be used to make any of the determinations or calculations set forth herein, the Trustee or the Collateral Administrator, as
the case may be, shall be entitled to request direction from the Collateral Manager (with a copy of such request being sent to
the Liquidation Agent) as to the interpretation and/or methodology to be used, and the Trustee or the Collateral Administrator
shall follow such direction from the Collateral Manager or, if different, to the interpretation of the Collateral Manager, the
Liquidation Agent; provided that, prior to providing any such direction different than the Collateral Manager, the Liquidation
Agent shall (i) consult, in good faith, with the Collateral Manager for a period of not less than 2 Business Days or (ii) if the
related interpretation and/or methodology involves a legal question, consult with external legal counsel. The Collateral Administrator
and the Trustee shall be entitled to conclusively rely thereon without any responsibility or liability therefor.



 


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



 


		(h)	Any direction or Issuer Order required hereunder relating to the purchase, acquisition, sale, disposition
or other transfer of Collateral may be in the form of a trade ticket, confirmation of trade, instruction to post or to commit to
the trade or similar instrument or document or other written instruction (including by email or other electronic communication
or file transfer protocol) from the Issuer (or the Collateral Manager on the Issuer’s behalf) on which the Trustee may rely.



 






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		2.	The Notes



 


		2.1	Forms Generally









 


The Notes and the Trustee’s or Authenticating
Agent’s certificate of authentication thereon (the Certificate of Authentication) shall be in substantially
the forms required by this Article, with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon, as may be consistent herewith, determined by an Authorized Representative of the Issuer executing such Notes as
evidenced by such Authorized Representative’s execution of such Notes. Any portion of the text of any such Note may be set
forth on the reverse thereof, with an appropriate reference thereto on the face of such Note.


 


		2.2	Forms of Notes



 


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



 


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



 


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



 


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



 


		(iii)	The aggregate principal amount of any Regulation S Global Note and any Rule 144A Global
Note 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.



 


		(A)	The Initial Funded Notes funded on the Closing Date (having an aggregate principal amount of U.S.$115,384,615)
shall be recorded on, and represented by, the applicable Initial Funded Global Note.



 




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		(B)	The Delayed Draw Notes issued on the Closing Date (having an initial aggregate principal amount
on the Closing Date of U.S.$0.00) shall be recorded on, and represented by, the applicable Delayed Draw Global Note. The Delayed
Draw Notes funded to the Issuer on the Delayed Draw Funding Date shall be recorded on, and represented by, the Delayed Draw Global
Note.



 


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



 


		(D)	Book Entry Provisions. This Section 2.2(b)(iii)(D) 
shall apply only to Global Notes deposited with or for the account of DTC.



 


The provisions of the “Operating
Procedures of the Euroclear System” of Euroclear and the “Terms and Conditions Governing Use of Participants”
of Clearstream, respectively, will be applicable to the Global Notes insofar as interests in such Global Notes are held by the
Agent Members of Euroclear or Clearstream, as the case may be.


 


Agent Members shall have no rights
under this Indenture with respect to any Global Note held on their behalf by the Bank, as custodian for DTC and DTC may be treated
by the Issuer, the Trustee, and any agent of the Issuer or the Trustee as the absolute owner of such Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee,
from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its
Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.


 


		2.3	Authorized Amount; Stated Maturity; Denominations



 


		(a)	The aggregate principal amount of Initial Funded Notes that may be authenticated and delivered
under this Indenture is limited to U.S.$115,384,615, excluding Notes issued upon registration of, transfer of, or in exchange for,
or in lieu of, other Notes pursuant to Sections 2.5, 2.6 or 8.6 of this Indenture. The aggregate principal amount of Delayed
Draw Notes that may be authenticated and delivered under this Indenture is limited to U.S.$76,923,076, excluding Delayed Draw Notes
issued upon registration of, transfer of, or in exchange for, or in lieu of, other Delayed Draw Notes pursuant to Sections 2.5,
2.6 or 8.6 of this Indenture.



 


		(b)	Notes shall be issued on the Closing Date. The Notes shall have the designations, aggregate principal
amounts and other characteristics as follows:



 




    	 	 	Page 32



     


    

 





	Class Designation	 	A	 
	Stated Maturity	 	May 19, 2027	 
	 	 	Initial Funded Notes	 	 	Delayed Draw Notes	 
	Original Aggregate Principal Amount	 	U.S.$	115,384,615	 	 	U.S.$	0	 
	Committed Amount	 	 	N/A	 	 	U.S.$	76,923,076	 
	Total Authorized
 Principal Amount	 	U.S.$	115,384,615	 	 	U.S.$	76,923,076	 








  


The Class A Notes shall
be issued in minimum denominations of $250,000 and integral multiples of $1 in excess thereof and shall only be transferred or
resold in compliance with the terms of this Indenture.


 


		2.4	Execution, Authentication, Delivery and Dating



 


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


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating
Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes
as provided in this Indenture and not otherwise.


 


Each Note authenticated and delivered by
the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other
Notes that are authenticated and delivered after the Closing Date for any other purpose under this Indenture shall be dated the
date of their authentication.


 


Notes issued upon transfer, exchange or
replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of
the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding Amount of the Notes
so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article 2,
the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor.


 


No Note shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication,
substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of
one of their Authorized Representatives, and such certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.


 




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		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 Note
Register) at the office of the Note Registrar in which, subject to such reasonable regulations as it may prescribe, the
Issuer shall provide for the registration of the Holders of the Notes and the registration of transfers of Notes. The Trustee,
as an agent of the Issuer, is hereby initially appointed “registrar” (the Note Registrar) for the purpose
of maintaining the Note Register and registering the Holders of the Notes and transfers of such Notes in the Note Register. Upon
any resignation or removal of the Note Registrar, the Issuer shall promptly appoint a successor or, in the absence of such appointment,
assume the duties of Note Registrar.



 


If a Person other than the Trustee
is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Note
Registrar and of the location, and any change in the location, of the Note Register, and the Trustee and the Liquidation Agent
shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof and the Trustee shall have
the right to rely upon a certificate executed on behalf of the Note Registrar by an Officer thereof as to the names and addresses
of the Holders of the Notes and the principal or face amounts and numbers of such Notes. Upon written request at any time, the
Note Registrar shall provide to the Issuer, the Collateral Manager, the Liquidation Agent or any Holder a current list of Holders
as reflected in the Note Register. This Section 2.5 shall be construed so that the Notes are at all times maintained in registered
form under Section 5f.103-1(c) of the Treasury Regulations.


 


No transfer of Notes shall be
effective unless such transfer occurs in accordance with this Section 2.5 and is registered in the Note Register by the Note
Registrar. The entries in the Note Register shall be conclusive and binding for all purposes, absent manifest error, and the Holders,
the Issuer, any Paying Agent and the Trustee shall treat each Person whose name is recorded in the Note Register pursuant to the
terms herein as a Holder for all purposes of this Indenture.


 


Subject to this Section 2.5,
upon surrender for registration of transfer of any Notes in the Note Register at the office or agency of the Issuer to be maintained
as provided in Section 7.2, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of any authorized denomination and of a like aggregate principal or face amount.


 


At the option of the Holder,
Notes may be exchanged for Notes of like terms, in any authorized denominations and of like aggregate principal amount, upon surrender
of the Notes to be exchanged at such office or agency. Whenever any Note is surrendered for exchange, the Issuer shall execute,
and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive.


 




    	 	 	Page 34



     


    

 


All Notes authenticated and delivered
upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt (to
the extent they evidence debt), and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration
of transfer or exchange.


 


Every Note presented or surrendered
for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Note Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing,
with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar,
which requirements include membership or participation in Securities Transfer Agents Medallion Program (STAMP) or
such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act.


 


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


 


		(b)	No Note may be sold or transferred (including, without limitation, by pledge or hypothecation)
unless such sale or transfer is exempt from the registration requirements of the Securities Act, is exempt from the registration
requirements under applicable State securities laws and will not cause the Issuer to become subject to the requirement that it
register as an investment company under the Investment Company Act.



 


	(c)	(i)	No Note may be transferred if such transfer would result
in a non-exempt prohibited transaction under ERISA or the Code or in a non-exempt violation of any applicable Other Plan Law.
Each initial purchaser of a Note or an interest therein will be required and deemed to represent and warrant, and each subsequent
transferee of a Note or an interest therein will be deemed to have represented and warranted, that: (A) its purchase, holding
and disposition of such Note or interest therein will not result in a non-exempt prohibited transaction under ERISA or the Code;
and (B) if such Person is a governmental, church, non-U.S. or other plan subject to any Similar Law, its acquisition, holding
and disposition of its interest in such Note will not constitute or result in a non-exempt violation of any applicable Other Plan
Law.



 


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



 




    	 	 	Page 35



     


    

 


		(d)	Notwithstanding anything contained herein to the contrary, the Trustee shall not be responsible
for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the registration
provisions of or any exemptions from the Securities Act, applicable State securities laws or the applicable laws of any other jurisdiction,
ERISA, the Code or the Investment Company Act; provided that if a certificate is specifically required by the terms of this
Section 2.5 to be provided to the Trustee by a prospective transferor or transferee, the Trustee shall be under a duty to
receive and examine the same to determine whether or not the certificate substantially conforms on its face to the applicable requirements
of this Indenture and shall promptly notify the party delivering the same if such certificate does not comply with such terms.



 


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



 


		(i)	Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial
interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A
Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A
Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global
Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. person and
is acquiring such interest in an offshore transaction) may, subject to the immediately succeeding sentence and the rules and procedures
of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the
corresponding Regulation S Global Note. Upon receipt by the Note Registrar of (A) instructions given in accordance with
DTC’s procedures from an Agent Member directing the Note Registrar to credit or cause to be credited a beneficial interest
in the corresponding Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s
Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, (B) a
written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and
the Euroclear or Clearstream account to be credited with such increase, (C) a certificate in the form of Exhibit B1 attached
hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in
compliance with the transfer restrictions applicable to the Global Notes, including that the holder or the transferee, as applicable,
is not a U.S. person, and in an offshore transaction pursuant to and in accordance with Regulation S, and (D) a
written certification in the form of Exhibit B5 attached hereto given by the transferee in respect of such beneficial interest
stating, among other things, that such transferee is a non-U.S. person purchasing such beneficial interest in an offshore transaction
pursuant to Regulation S, then the Note Registrar shall approve the instructions at DTC to reduce the principal amount of
the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal
amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be
credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Regulation S
Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.



 




    	 	 	Page 36



     


    

 


		(ii)	Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial
interest in a Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Regulation S
Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S
Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global
Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or
DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial
interest in the corresponding Rule 144A Global Note. Upon receipt by the Note Registrar of (A) instructions from Euroclear,
Clearstream and/or DTC, as the case may be, directing the Note Registrar to cause to be credited a beneficial interest in the corresponding
Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than
the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information
regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3
attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer,
the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such
interest in a Rule 144A Global Note is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially
owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (C) a
written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest
stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity
beneficially owned exclusively by Qualified Purchasers, then the Note Registrar will approve the instructions at DTC to reduce,
or cause to be reduced, such Regulation S Global Note by the aggregate principal amount of the beneficial interest in such
Regulation S Global Note to be transferred or exchanged and the Note Registrar shall instruct DTC, concurrently with such
reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial
interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of such Regulation S
Global Note.



 


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



 




    	 	 	Page 37



     


    

 


		(iv)	Transfer of Certificated Notes to Certificated Notes. Upon receipt by the Note Registrar
of (A) a Holder’s Certificated Note properly endorsed for assignment to the transferee, and (B) a certificate substantially
in the form of Exhibit B2 executed by the transferee, the Note Registrar shall cancel such Certificated Note in accordance
with Section 2.9, record the transfer in the Note Register in accordance with Section 2.5(a) and upon execution by the
Issuer and authentication and delivery by the Trustee, deliver one or more Certificated Notes bearing the same designation as the
Certificated Note endorsed for transfer, registered in the names specified in the assignment described in clause (A) above,
in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal
amount of the Certificated Note surrendered by the transferor), and in authorized denominations.



 


		(v)	Transfer of Certificated Notes to Global Notes. If a Holder of a Certificated Note wishes
at any time to transfer its interest in such Certificated Note to a Person who wishes to take delivery thereof in the form of a
Global Note, such Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream
and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Note for a beneficial
interest in an applicable Global Note. Upon receipt by the Note Registrar of (A) a Holder’s Certificated Note properly
endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B1 (in the case of
transfer to a Regulation S Global Note) or Exhibit B3 (in the case of transfer to a Rule 144A Global Note) attached
hereto executed by the transferor and a certificate substantially in the form of Exhibit B4 (in case of transfer to a Rule 144A
Global Note) or Exhibit B5 (in case of transfer to a Regulation S Global Note) attached hereto executed by the transferee,
(C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent
Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global Note in an amount equal to the Certificated
Notes to be transferred or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information
regarding the participant’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Note Registrar
shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Note Register in accordance
with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited
to the securities account of the Person specified in such instructions a beneficial interest in the applicable Global Note equal
to the principal amount of the Certificated Note transferred or exchanged.



 


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



 




    	 	 	Page 38



     


    

 


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



 


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



 


		(A)	none of the Issuer, the Sole Member, the Collateral Manager, the Liquidation Agent, the Trustee,
the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment advisor
for such beneficial owner;



 


		(B)	such beneficial owner is not relying (for purposes of making any investment decision or otherwise)
upon any advice, counsel or representations (whether written or oral) of the Issuer, the Sole Member, the Collateral Manager, the
Trustee, the Collateral Administrator, the Liquidation Agent, or any of their respective Affiliates;



 


		(C)	such beneficial owner has consulted with its own legal, regulatory, tax, business, investment,
financial and accounting advisors to the extent it has deemed necessary and has made its own investment decisions (including decisions
regarding the suitability of any transaction pursuant to this Indenture) based upon its own judgment and upon any advice from such
advisors as it has deemed necessary and not upon any view expressed by the Issuer, the Sole Member, the Collateral Manager, the
Liquidation Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates;



 


		(D)	such beneficial owner (1) is either (a) both (x) a Qualified Purchaser, or an entity
owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers, and (y)(I) a Qualified
Institutional Buyer or (II) an Accredited Investor who is purchasing such Notes in a non-public transaction and (2) in
the case of a Person who becomes a beneficial owner subsequent to the date hereof, is both (x) a Qualified Purchaser, or an
entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers, and (y) a Qualified
Institutional Buyer that is not a broker-dealer which owns and invests on a discretionary basis less than $25,000,000 in securities
of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e)
of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under the
Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries
of the plan, who is purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A
thereunder or (b) a Person that is not a U.S. Person and is acquiring the Notes in an offshore transaction in reliance
on the exemption from registration provided by Regulation S;



 




    	 	 	Page 39



     


    

 


		(E)	such beneficial owner is acquiring its interest in such Notes for its own account for investment
and not with a view to the resale, distribution or other disposition thereof in violation of the Securities Act;



 


		(F)	such beneficial owner was not formed for the purpose of investing in such Notes;



 


		(G)	such beneficial owner understands that the Issuer may receive a list of participants holding interests
in the Notes from one or more book-entry depositories;



 


		(H)	such beneficial owner will hold and transfer at least the minimum denomination of such Notes;



 


		(I)	such beneficial owner is a sophisticated investor and is purchasing the Notes with a full understanding
of all of the terms, conditions and risks thereof, and is capable of and willing to assume those risks;



 


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



 


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



 


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



 


		(ii)	Each Person who purchases a Note or any interest therein will be required or deemed to represent,
warrant and agree that (A) its purchase, holding and disposition of such Note or interest therein will not result in a non-exempt
prohibited transaction under ERISA or the Code; and (B) if such Person is a governmental, church, non-U.S. or other plan subject
to any Similar Law, its acquisition, holding and disposition of its interest in such Note will not constitute or result in a violation
of any applicable Other Plan Law.



 




    	 	 	Page 40



     


    

 


		(iii)	Such beneficial owner understands that such Notes are being offered only in a transaction not involving
any public offering in the United States of America within the meaning of the Securities Act, such Notes have not been and will
not be registered under the Securities Act, and, if in the future such beneficial owner decides to offer, resell, pledge or otherwise
transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only in accordance with the provisions
of this Indenture and the legend on such Notes, including any requirement for written certifications. In particular, such beneficial
owner understands that the Notes may be transferred only to a Person that is either (a) both (1)(x) a Qualified Purchaser,
or (y) an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and
(2) a Qualified Institutional Buyer that is not a broker-dealer which owns and invests on a discretionary basis less than
$25,000,000 in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d)
or (a)(1)(i)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A
under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries
of the plan, who is purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A
or (b) a Person that is not a U.S. Person and is acquiring the Notes in an offshore transaction in reliance on the exemption
from registration provided by Regulation S thereunder. Such beneficial owner acknowledges that no representation has been
made as to the availability of any exemption under the Securities Act or any State securities laws for resale of such Notes. Such
beneficial owner understands that the Issuer has not been registered under the Investment Company Act, and that the Issuer is exempt
from registration as such by virtue of Section 3(c)(7) of the Investment Company Act.



 


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



 


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



 


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



 


		(h)	Each Person who becomes an owner of a Certificated Note will be required to make the representations
and agreements set forth in Exhibit B2.



 


		(i)	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.



 




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		(j)	The Note Registrar, the Trustee and the Issuer shall be entitled to conclusively rely on any transferor
and transferee certificate delivered pursuant to this Section 2.5 and shall be able to presume conclusively the continuing
accuracy thereof, in each case without further inquiry or investigation.



 


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



 


		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.


 


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 duly issued hereunder.


 




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


 


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



 


		(a)	Interest on the Notes shall be deemed to accrue on the Aggregate Outstanding Amount of the Notes
for each day during any Monthly Period in amount equal to all Interest Collections received on such day during such Monthly Period
(net of a ratable portion of any Administrative Expenses or other amounts paid pursuant to Section 11.1(a)(i), 11.1(a)(ii)
or 11.1(a)(iii) with respect to such Monthly Period). Interest Collections (net of any Administrative Expenses or other amounts
paid pursuant to Section 11.1(a)(i), 11.1(a)(ii) or 11.1(a)(iii) with respect to such Monthly Period) received by the Issuer
will be credited to the Interest Collection Subaccount. Interest Collections that are received in a Monthly Period will be payable
to the Holders on the related Payment Date pursuant to Section 11.1(a). Unless the Delayed Draw Funding Date occurs on the
first day of a Monthly Period, Interest Collections received during the period from, and including, the Delayed Draw Funding Date
until the end of the Monthly Period during which the Delayed Draw Funding Date occurs (for the purposes of this clause (a),
an Overlap Period) shall be allocated ratably to each Global Note for payment on the related Payment Date based on
the proportion that the Aggregate Outstanding Amount of Notes represented by each Global Note bears to the Aggregate Outstanding
Amount of all Notes for each day during such Overlap Period.



 


		(b)	Principal Collections received by the Issuer will be credited to the Principal Collection Subaccount.
Principal Collections that are received in a Monthly Period will, at the election of the Collateral Manager acting on behalf of
the Issuer, be invested in Eligible Investments to be credited to the Collection Account pursuant to Section 10.2, reinvested
in Portfolio Assets that satisfy the requirements of Section 12.2 or used to prepay the Notes in accordance with Article 9.
No payments of principal of the Notes shall be made prior to the Stated Maturity except as provided in Article 9.



 


		(c)	All payments of interest and principal on the Notes will be made in accordance with the Priority
of Payments, Article 9 (if applicable) and Article 13.



 




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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, either (i) in the case of a United States Person,
an Internal Revenue Service Form W-9 (or applicable successor form) or (ii) in the case of a Person that is not a United
States Person, the applicable Internal Revenue Service Form W-8 (or applicable successor form) with all required attachments),
any information requested by the Issuer, the Trustee or the Paying Agent to achieve FATCA Compliance, or any 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 the applicable Note
or the Holder or beneficial owner of such Note under any present or future law or regulation of the United States of America, any
other jurisdiction or any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements
under any such law or regulation. The Paying Agent shall deliver to the Issuer, to the extent received and provided such is not
required to be retained, an original of the applicable tax certifications, with attachments, provided by the Holder or beneficial
owner of the Note. 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 Note shall be made by the Trustee, in Dollars
to DTC or its nominee with respect to a Global Note and to the Holder or its nominee with respect to a Certificated Note, by wire
transfer, as directed by the Holder, in immediately available funds to a Dollar account maintained by DTC or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Certificated Note; provided that (i) in the case
of a Certificated Note, the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related
Record Date and (ii) if appropriate instructions for any such wire transfer are not received by the related Record Date, then
such payment shall be made by check drawn on a U.S. bank mailed to the address of the Holder specified in the Note Register.
Upon final payment due on the Maturity of a Note, the Holder thereof shall present and surrender such Note at the Corporate Trust
Office of the Trustee or at the office of any Paying Agent on or prior to such Maturity; provided that in the absence of
notice to the Issuer or the Trustee that the applicable Note has been acquired by a Protected Purchaser, such final payment shall
be made without presentation or surrender, if the Trustee and the Issuer shall have been furnished such security or indemnity as
may be required by them to save each of them harmless and an undertaking thereafter to surrender such Note. None of the Issuer,
the Trustee, the Collateral Manager, and any Paying Agent will have any responsibility or liability for any aspects of the records
maintained by DTC, Euroclear, Clearstream or any of the Agent Members relating to or for payments made thereby on account of beneficial
interests in a Global Note. In the case where any final payment of principal and interest is to be made on any Note (other than
on the Stated Maturity thereof), the Trustee, in the name and at the expense of the Issuer shall, not more than 30 nor less than
10 days prior to the date on which such payment is to be made, mail to the Persons entitled thereto at their addresses appearing
on the Note Register a notice which shall specify the date on which such payment will be made, the amount of such payment per $1,000
aggregate principal amount of Notes and the place where Notes may be presented and surrendered for such payment.



 




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



 


		(g)	Notwithstanding any other provision of this Indenture or any other document to which the Issuer
may be party, the obligations of the Issuer under the Notes and this Indenture or any other document to which the Issuer may be
party are at all times and from time to time limited recourse obligations of the Issuer payable solely from the Collateral available
at such time in accordance with the Priority of Payments and following realization of the Collateral, and application of the proceeds
thereof in accordance with this Indenture, all obligations of and any claims against the Issuer hereunder or thereunder or in connection
herewith or therewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against
any Officer, director, member, employee, shareholder or incorporator of the Issuer, the Collateral Manager or their respective
Affiliates, successors or assigns for any amounts payable under the Notes or this Indenture. It is understood that the foregoing
provisions of this paragraph (g) shall not (i) prevent recourse to the Collateral for the sums due or to become due under
any security, instrument or agreement which is part of the Collateral; or (ii) constitute a waiver, release or discharge of
any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized. It
is further understood that the foregoing provisions of this paragraph (g) shall not limit the right of any Person to name
the Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or this Indenture, so
long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced
against any such Person.



 


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



 


		2.8	Persons Deemed Owners



 


The Issuer and the Trustee, and any agent
of the Issuer or the Trustee, shall treat as the owner of each Note (a) for the purpose of receiving payments on such Note
(whether or not such Note is overdue), the Person in whose name such Note is registered on the Note Register at the close of business
on the applicable Record Date and (b) on any other date for all other purposes whatsoever (whether or not such Note is overdue),
the Person in whose name such Note is then registered on the Note Register, and none of the Issuer, the Trustee or any agent of
the Issuer or the Trustee shall be affected by notice to the contrary.





 




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		2.9	Cancellation





 


All Notes surrendered for payment, registration
of transfer, exchange, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Trustee and may not be
reissued or resold. No Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution
or other event or circumstance) except for payment as provided herein under Section 2.6 or 2.7(e) or Article 9, or for
registration of transfer, exchange or for replacement in connection with any Note mutilated, defaced or deemed lost or stolen.
Any such Notes shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. No Notes shall be authenticated
or registered in lieu of or in exchange for any Notes canceled as provided in this Section 2.9, except as expressly permitted
by this Indenture. All canceled Notes held by the Trustee shall be destroyed or held by the Trustee in accordance with its standard
retention policy unless the Issuer shall direct by an Issuer Order received prior to destruction that they be returned to it.


 


		2.10	DTC Ceases to be Depository



 


		(a)	A Global Note deposited with or for the account of DTC pursuant to Section 2.2 shall be transferred
in the form of a corresponding Certificated Note to the beneficial owners thereof only if (i) such transfer complies with
Section 2.5 of this Indenture and (ii) either (A) (1) DTC notifies the Issuer that it is unwilling or unable
to continue as depository for such Global Note or (2) 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 (B) an Event
of Default has occurred and is continuing and such transfer is requested by the Holder of such Global Note.



 


		(b)	Any Global Note that is transferable in the form of a corresponding Certificated Note to the beneficial
owner thereof pursuant to this Section 2.10 shall be surrendered by DTC to the Trustee’s office located in the Borough
of Manhattan, the City of New York to be so transferred, in whole or from time to time in part, without charge, and the Issuer
shall execute and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal
aggregate principal amount of definitive physical certificates (pursuant to the instructions of DTC) in authorized denominations.
Any Certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.5,
bear the legends set forth in the applicable Exhibit A and shall be subject to the transfer restrictions referred to in such
legends.



 


		(c)	Subject to the provisions of sub-Section (b) of this Section 2.10, the Holder of a Global
Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which such Holder is entitled to take under this Indenture or the Notes.



 


		(d)	In the event of the occurrence of either of the events specified in sub-Section (a)(ii) of
this Section 2.10, the Issuer will promptly make available to the Trustee a reasonable supply of Certificated Notes.



 


In the event that Certificated
Notes are not so issued by the Issuer to such beneficial owners of interests in Global Notes as required by sub-Section (a)
of this Section 2.10, the Issuer expressly acknowledges that the beneficial owners shall be entitled to pursue any remedy
that the Holders of a Global Note would be entitled to pursue in accordance with Article 5 of this Indenture (but only to
the extent of such beneficial owner’s interest in the Global Note) as if corresponding Certificated Notes had been issued;
provided that the Trustee shall be entitled to rely upon any certificate of ownership provided by such beneficial owners
and/or other forms of reasonable evidence of such ownership (including a certificate in the form of Exhibit C).


 




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



 


		(a)	Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial
interest in any Note to a Person that is not (i) a Qualified Institutional Buyer or an Accredited Investor who is purchasing
such Notes in a non-public transaction and (ii) a Qualified Purchaser (or an entity beneficially owned exclusively by Qualified
Purchasers) and that is not made pursuant to an applicable exemption under the Securities Act and the Investment Company Act shall
be null and void and any such purported transfer of which the Issuer or the Trustee shall have notice may be disregarded by the
Issuer, the Trustee and the Note Registrar for all purposes.



 


		(b)	If (x) any person that is not permitted to acquire an interest in a Note or Notes (including
in such form) pursuant to Section 2.11(a) shall become the beneficial owner of an interest in such Note or Notes or (y) any
Holder of Notes shall fail to comply with the Noteholder Reporting Obligations (any such Person, a Non-Permitted Holder),
the Issuer shall, promptly after discovery that such Person is a Non-Permitted Holder by the Issuer or upon notice from the Trustee
(who shall promptly notify the Issuer if any Trust Officer of the Trustee obtains actual knowledge that any Holder of Notes is
a Non-Permitted Holder) 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 or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is
not a Non-Permitted Holder). However, the Issuer or the Collateral Manager may select a purchaser by any other means determined
by it in its sole discretion. The Holder of each Note, the Non-Permitted Holder and each other Person in the chain of title from
the Holder to the Non-Permitted Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer, the
Collateral Manager and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes
due in connection with such sale, shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this
Section 2.11(b) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee, the Note Registrar
or the Collateral Manager or any of their Affiliates shall be liable to any Person having an interest in the Notes sold as a result
of any such sale or the exercise of such discretion.



 




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		(c)	Any transfer to a Person of a beneficial interest in a Note that results in a non-exempt prohibited
transaction under ERISA or the Code, or that results in a non-exempt violation of any Other Plan Law (any such Person, a Non-Permitted
ERISA Holder), shall be null and void and any such purported transfer of which the Issuer or the Trustee shall have notice
may be disregarded by the Issuer, the Trustee and the Note Registrar for all purposes.



 


		(d)	If any Non-Permitted ERISA Holder shall become the beneficial owner of an interest in any Note,
the Issuer shall, promptly after discovery by the Issuer that such Person is a Non-Permitted ERISA Holder or upon notice from the
Trustee (who shall promptly notify the Issuer if a Trust Officer of the Trustee obtains actual knowledge that any Holder of Notes
is a Non-Permitted ERISA Holder) send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder
transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder (and that is
otherwise eligible to hold such Notes or an interest therein) within 20 days after the date of such notice. If such Non-Permitted
ERISA Holder fails to so transfer such Notes the Issuer or the Collateral Manager acting for the Issuer shall have the right, without
further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer
that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Notes or an interest therein) on such terms
as the Issuer may choose. The Issuer, or the Collateral Manager acting on behalf of the Issuer, may select the purchaser by soliciting
one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes
and sell such Notes to the highest such bidder, provided that the Collateral Manager, its Affiliates and accounts,
funds, clients or portfolios established and controlled by the Collateral Manager or any of its Affiliates shall be entitled to
bid in any such sale (to the extent any such entity is not a Non-Permitted ERISA Holder). However, the Issuer or the Collateral
Manager may select a purchaser by any other means determined by it in its sole discretion. The Holder of each Note, the Non-Permitted
ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of
an interest in the Notes, agrees to cooperate with the Issuer, the Collateral Manager and the Trustee to effect such transfers.
The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale, shall be remitted to the
Non-Permitted ERISA Holder. The terms and conditions of any sale under this Section 2.11(d) shall be determined in the sole
discretion of the Issuer, and none of the Issuer, the Trustee, the Note Registrar or the Collateral Manager or any of their Affiliates
shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.






 




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		2.12	Tax Certification and Noteholder Reporting Obligations





 


		(a)	Each Holder and beneficial owner of a Note, by acceptance of such Note or an interest in such Note,
shall be deemed to understand and acknowledge that failure to provide the Issuer, the Trustee or any Paying Agent with the properly
completed and signed applicable tax certifications (generally, in the case of U.S. Federal income tax, either (i) in
the case of a United States Person, an Internal Revenue Service Form W-9 (or applicable successor form) or (ii) in the
case of a Person that is not a United States Person, the applicable Internal Revenue Service Form W-8 (or applicable successor
form) with all required attachments) or the failure to meet its Noteholder Reporting Obligations may result in withholding from
payments in respect of such Note, including U.S. Federal withholding or back-up withholding.



 


		(b)	Each purchaser, beneficial owner and subsequent transferee of a Note or interest therein, by acceptance
of such Note or an interest in such Note, shall be deemed to have agreed to provide the Issuer and the Trustee, or their respective
agents correct, complete and accurate information or documentation as is necessary (in the sole determination of the Issuer, the
Trustee or their respective agents, as applicable) for the Issuer and the Trustee to achieve FATCA Compliance (the Noteholder
Reporting Obligations). Each purchaser and subsequent transferee of an interest in a Note will be required or deemed to
understand and acknowledge that the Issuer may provide such information or documentation and any other information concerning such
purchaser’s or transferee’s investment in the Notes to the U.S. Internal Revenue Service or another taxing or
governmental authority. Each purchaser and subsequent transferee of an interest in a Note will be required or deemed to understand
and acknowledge that the Issuer has the right, hereunder, to compel any beneficial owner of an interest in a Note that fails to
comply with the foregoing requirements to (1) sell its interest in such Note, or may sell such interest on behalf of such
owner, (2) permit the Issuer to redeem the Notes held by such purchaser or (3) permit the Issuer to take any other steps
as it determines in its sole discretion are necessary or appropriate to mitigate the consequences on the Issuer and the other purchasers
of the Notes of such purchaser’s failure to achieve FATCA Compliance.



 


		(c)	Each purchaser, beneficial owner and subsequent transferee of a Note or interest therein by acceptance
of such Note or an interest in such Note, shall be deemed to have agreed that if any form or certification delivered expires or
becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Issuer, the Trustee
and the Paying Agent in writing of its inability do so.



 


		2.13	Subsequent Advances



 


		(a)	The Initial Holder shall make a Subsequent Advance in respect of the Delayed Draw Notes in the
amount of U.S.$76,923,076 on the Delayed Draw Funding Date; provided that



 


		(i)	an “Event of Default” is not then in existence under the Global Master Repurchase Agreement
with respect to which UBS AG, London Branch is the “Defaulting Party” (as each such term is defined therein) as evidenced
by a certificate of the Initial Holder that such event has not occurred, and



 


		(ii)	the occurrence of the Delayed Draw Funding Date shall be conditional upon UBS having confirmed
in writing to the Issuer, the Trustee and the Collateral Administrator that it concurs with the Collateral Manager’s calculations
with respect to the Advance Value of each Additional Funding Asset as set forth in the notice delivered pursuant to Section 2.13(g)
below (which confirmation shall be deemed to be made upon the funding of the related Subsequent Advance).



 




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		(b)	Upon receipt of such payment the Issuer shall increase (or, if applicable, direct the Trustee to
increase or otherwise approve any such increase at DTC) the amount outstanding under the applicable Delayed Draw Global Note by
a principal amount equal to the amount of the Subsequent Advance. In connection with the Subsequent Advance, the Initial Holder
shall reasonably cooperate with the Issuer (or the Trustee on its behalf) to effect any such increase, including providing any
accessing instructions to DTC.



 


		(c)	The Subsequent Advance made pursuant to this Section 2.13 shall be recorded by the Note Registrar
on the Note Register pursuant to Section 2.5(a); and shall be recorded and endorsed on the applicable Delayed Draw Global
Note in accordance with Section 2.2(b)(iii)(B).



 


		(d)	The Issuer shall be deemed to represent to UBS AG, London Branch and the Initial Holder on the
Delayed Draw Funding Date that no Event of Default has occurred or is continuing under this Indenture.



 


		(e)	The Initial Holder shall pay the amount of the Subsequent Advance to the Issuer by wire transfer
of immediately available funds no later than 11:00 a.m. (New York City time) on the Delayed Draw Funding Date, to the Collection
Account as Principal Collections, for further application of such amount (a) for the purchase of Additional Funding Assets, (b)
to fund the Delayed-Draw/Committed Proceeds/Revolver Account with respect to Additional Funding Assets pursuant to and in accordance
with Section 10.2(d) and Section 10.3(d), respectively, and (c) to fund Eligible Investments (it being understood that any amounts
applied pursuant to the foregoing clause (a) and any resulting Cash contributions pursuant to Section 3 of the Equity Contribution
Agreement, may be directly applied to the purchase of Portfolio Assets on the Delayed Draw Funding Date, without the requirement
to deposit such amounts in the Collection Account, so long as the related Additional Funding Assets are acquired by the Issuer
on the Delayed Draw Funding Date).



 


		(f)	For the avoidance of doubt, with respect to the Subsequent Advance, the certificate described in
clause (a) of the first paragraph of this Section 2.13 and an authentication order shall be delivered to the Trustee,
but the opinions and certificates set forth in Section 3.1 shall not be required.



 


		(g)	The aggregate Advance Value of all Additional Funding Assets shall be equal to U.S.$50,000,000,
as determined by the Collateral Manager and notified by the Collateral Manager to the Trustee, the Collateral Administrator, UBS
and the Initial Holder, such notice to contain reasonably detailed calculations specifying the Advance Value of each Additional
Funding Asset; provided that, UBS shall have signed off on such notice and agreed to calculations of Advance Value of Additional
Funding Assets provided by the Collateral Manager.



 




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		(h)	UBS shall be an express third party beneficiary of this Indenture for purposes of exercising its
right to verify under Section 2.13(a)(ii) above and its right to receive the notice under Sections 2.13(a) and 2.13(g)
above.



 


		3.	Conditions Precedent



 


		3.1	Conditions to Issuance of Notes on Closing Date



 


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


 


		(a)	Officers’ Certificate of the Issuer. An Officer’s certificate of the Issuer
(A) evidencing the authorization by Authorizing Resolution of the execution and delivery on behalf of the Issuer of (1) the
Transaction Documents to which the Issuer is a party and (2) such related documents as may be required for the purpose of
the transactions contemplated therein and (B) certifying that (1) the attached copy of the Authorizing Resolution and
Constitutive Documents is, in each case, a true and complete copy thereof, (2) the Authorizing Resolution has not been amended
or rescinded and is in full force and effect on and as of the Closing Date, (3) the officers of the Issuer authorized to execute
and deliver such documents hold the offices and have the signatures indicated thereon and (4) all Portfolio Asset Obligors
on all Portfolio Assets (or the applicable agent appointed under the relevant Underlying Instrument to receive payments) have been
directed to deposit all payments made or received under the relevant Underlying Instrument in respect of such Portfolio Asset directly
to the Collection Account.



 


		(b)	Officers’ Certificates of the Sole Member, the Collateral Manager and the Counterparty.
An Officer’s certificate of the Sole Member, the Collateral Manager and the Counterparty (A) evidencing the authorization
by Authorizing Resolution of the execution and delivery of (1) the Transaction Documents to which it is a party and (2) such
related documents as may be required for the purpose of the transactions contemplated therein and (B) certifying that (1) the
attached copy of the Authorizing Resolution and Constitutive Documents is in each case a true and complete copy thereof, (2) the
Authorizing Resolution has not been amended or rescinded and are in full force and effect on and as of the Closing Date, (3) the
officers of the Sole Member, the Collateral Manager and the Counterparty authorized to execute and deliver such documents hold
the offices and have the signatures indicated thereon.



 


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



 




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		(d)	U.S. Counsel Opinions. Opinions of: (A) Alston & Bird LLP, counsel to the Trustee
and the Collateral Administrator and (B) White & Case LLP, New York counsel to the Issuer, the Sole Member, the Counterparty
and the Collateral Manager; each dated the Closing Date.



 


		(e)	Delaware Counsel Opinion. Opinion of: Venable LLP, Delaware counsel to Murray Hill Funding,
LLC, dated the Closing Date.



 


		(f)	Officers’ Certificates of Issuer Regarding Indenture. An Officer’s certificate
of the Issuer stating that, to such 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 it has delivered to the Trustee (or procured the delivery of) the documentary
conditions precedent required by Section 3.1 and that all other conditions precedent provided in this Indenture relating to
the authentication and delivery of the Notes applied for by it have been complied with; and that all expenses due or accrued with
respect to the issuance and sale of such Notes or relating to actions taken on or in connection with the Closing Date have been
paid or reserves therefor have been made. The Officer’s certificate of the Issuer shall also state that all of its representations
and warranties contained herein are true and correct as of the Closing Date in all material respects.



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


		(E)	Schedule 1 to such certificate is a complete list of the Portfolio Assets as of the Closing
Date and the information set forth with respect to such Portfolio Asset in Schedule 1 to such certificate is correct;



 


		(F)	upon Grant by the Issuer, the Trustee has (or will have, upon the filing of the Financing Statement(s)
contemplated in Section 7.5 of this Indenture, the delivery of any promissory notes relating to such Collateral and the execution
and delivery of the Issuer Account Control Agreement) a first priority perfected security interest in the Portfolio Assets and
other Collateral, except as permitted by this Indenture;



 


		(G)	no Portfolio Asset was originated in contemplation of including it in the Collateral; and



 


		(H)	each Portfolio Asset that the Collateral Manager on behalf of the Issuer purchased or committed
to purchase on or prior to the Closing Date satisfies, or will upon its acquisition satisfy, the Asset Eligibility Criteria and
(to the extent applicable to purchases occurring on or prior to the Closing Date) other requirements of Section 12.2(a); and



 


		(ii)	each Loan owned or to be acquired by the Issuer on the Closing Date is a Portfolio Asset.



 


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



 


		(k)	Withholding Certificates. From each Holder acquiring Notes on the Closing Date, either (A) a
properly completed and duly executed Internal Revenue Service Form W-9 or (B) the properly completed and duly executed
applicable Internal Revenue Service Form W-8 with all required attachments.



 


		(l)	Other Documents. Such other documents as the Trustee may reasonably require; provided
that nothing in this clause (l) shall imply or impose a duty on the part of the Trustee to require any other documents.



 




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



 


		(n)	Letter Agreement. An executed counterpart of the Letter Agreement (together with the omnibus
consent contemplated thereby.)



 


		(o)	Proceeds of Initial Funded Notes. The receipt by the Trustee of Cash proceeds from the funding
of the Initial Funded Notes in the amount of U.S.$115,384,615.



 


		3.2	Custodianship; Delivery of Portfolio Assets and Eligible Investments



 


		(a)	The Issuer shall deliver or cause to be delivered to a custodian appointed by the Issuer, which
shall be a Securities Intermediary (the Custodian), all Collateral in accordance with the definition of “Deliver”.
Initially, the Custodian shall be the Bank. Any successor Custodian shall be a state or national bank or trust company that has
capital and surplus of at least $200,000,000 acting as a Securities Intermediary. The Trustee or the Custodian, as applicable,
shall hold (i) all Portfolio Assets, Eligible Investments, Cash and other investments purchased in accordance with this Indenture
and (ii) all other Collateral otherwise Delivered to the Trustee or the Custodian, as applicable, by or on behalf of the Issuer,
in the relevant Account established and maintained pursuant to Article 10; as to which in each case the Trustee shall have
entered into the Issuer Account Control Agreement (or an agreement substantially in the form thereof, in the case of a successor
Custodian) it being agreed that the establishment and maintenance of such Account will be governed by a law of a jurisdiction satisfactory
to the Issuer and the Trustee.



 


		(b)	Each time that the Collateral Manager on behalf of the Issuer directs or causes the acquisition
of any Portfolio Asset, Eligible Investment or other investment, the Collateral Manager (on behalf of the Issuer) shall, if the
Portfolio Asset or Eligible Investment or other investment is required to be, but has not already been, transferred to the Custodian
or the relevant Account, cause the Portfolio Asset, Eligible Investment or other investment to be Delivered to the Custodian to
be held in or credited to the Custodial Account, or in the case of any Eligible Investment or other investment, in the Account
in which the funds used to purchase the investment are held in accordance with Article 10, in each case, for the benefit of
the Trustee in accordance with this Indenture. The security interest of the Trustee in the funds or other property used in connection
with the acquisition shall, immediately and without further action on the part of the Trustee, be released. The security interest
of the Trustee shall nevertheless come into existence and continue in the related Portfolio Asset or Eligible Investment or other
investment so acquired, including all interests of the Issuer in to any contracts related to and proceeds of such Portfolio Asset
or Eligible Investment or other investment.






 




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		3.3	Application of Proceeds of Issuance





 


The Issuer shall deposit the cash proceeds
of issuance of the Notes received on the Closing Date in the Collection Account and apply such proceeds (a) to fund the purchase
of Portfolio Assets, (b) to fund the Delayed-Draw/Committed Proceeds/Revolver Account pursuant to and in accordance with Section 10.2(d)
and Section 10.3(d), respectively, and (c) to fund the purchase of Eligible Investments (it being understood that any
amounts applied pursuant to the foregoing clause (a) and any resulting Cash contributions pursuant to Section 3 of the Equity Contribution
Agreement, may be directly applied to the purchase of Portfolio Assets on the Closing Date, without the requirement to deposit
such amounts in the Collection Account, so long as the related Portfolio Assets are acquired by the Issuer on the Closing Date).


 


		4.	Satisfaction and Discharge



 


		4.1	Satisfaction and Discharge of Indenture



 


This Indenture shall be discharged and
shall cease to be of further effect except as to (i) rights of registration of transfer and exchange, (ii) rights of
substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders to receive payments of principal
thereof and interest thereon, (iv) the obligations of the Trustee hereunder (in the case of such obligations, insofar as they
relate to obligations that survive pursuant to any of clauses (i) through (iii) above or clause (v) or (vi) below),
(v) the rights and immunities of the Collateral Administrator under the Collateral Administration Agreement and (vi) 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, (B) Notes
for whose payment Cash has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from
such trust, as provided in Section 7.3, and (C) Notes in respect of which final payment has been made without presentation
or surrender pursuant to Section 2.7(e) or Section 9.4) 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 9 under an arrangement satisfactory to the Trustee for the giving of notice of redemption by the Issuer
pursuant to Section 9.3, 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 entitled to the full faith and credit of
the United States of America, in an amount sufficient, as verified by a firm of Independent certified public accountants which
are nationally recognized, to pay and discharge the entire indebtedness on such Notes, for principal 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 or free of any adverse claim, as applicable, and shall have furnished an Opinion of Counsel with respect thereto; provided
that this sub-Section (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a)
shall have been made and not rescinded; or



 




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



 


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



 


		(c)	the Issuer has delivered to the Trustee Officers’ certificates and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have
been complied with; and



 


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



 


Notwithstanding the satisfaction and discharge
of this Indenture, the rights and obligations of the Issuer, the Trustee and, if applicable, the Holders, as the case may be, under
Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.1, 6.3, 6.6, 6.7, 7.1 and 7.3 shall survive.


 


		4.2	Application of Trust Cash



 


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


 




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		4.3	Repayment of Cash Held by Paying Agent



 


In connection with the satisfaction and
discharge of this Indenture with respect to the Notes, all Cash then held by any Paying Agent other than the Trustee under the
provisions of this Indenture shall, upon demand of the Issuer, be paid to the Trustee to be held and applied pursuant to Section 7.3
hereof and in accordance with the Priority of Payments and thereupon such Paying Agent shall be released from all further liability
with respect to such Cash.


 


		4.4	Disposition of Illiquid Assets



 


		(a)	In connection with the satisfaction and discharge of this Indenture with respect to the Notes,
and notwithstanding Article 12 (or any other term to the contrary contained herein), if the Portfolio Assets consist exclusively
of Illiquid Assets, the Collateral Manager may (and shall if directed by the Majority Holders) provide notice to the Trustee that
it will dispose of the Illiquid Assets by auction pursuant to the requirements of Section 4.4(b).



 


		(b)	The Trustee will forward a notice, in the name and at the expense of the Issuer (in such form as
is prepared by the Collateral Manager), to the Holders of an auction, setting forth in reasonable detail a description of each
Illiquid Asset and the following auction procedures:



 


		(i)	any Holder of Notes may submit a written bid to purchase one or more Illiquid Assets no later than
the date specified in the auction notice (which shall be at least fifteen Business Days after the date of such notice (the Bid
Deadline));



 


		(ii)	each bid must include an offer to purchase for a specified amount of cash on a proposed settlement
date no later than five Business Days after the Bid Deadline;



 


		(iii)	the Collateral Manager (or, in connection with the liquidation of an Illiquid Asset described in
clause (b) of the definition thereof, the Liquidation Agent) shall select the winning bidder(s);



 


		(iv)	if no Holder submits such a bid before the Bid Deadline, unless the Collateral Manager determines
(and notifies the Trustee) delivery in kind is not legally or commercially practicable, the Trustee will provide notice thereof
to each Holder and offer to deliver (at the cost of the Issuer) a pro rata portion (as determined by the Collateral
Manager) of each unsold Illiquid Asset to the Holders that provide delivery instructions to the Trustee on or before the date specified
in such notice, subject to minimum denominations. To the extent that minimum denominations do not permit a pro rata
distribution, the Trustee will distribute the Illiquid Assets on a pro rata basis to the extent possible and the Collateral
Manager will select by lottery the Holder to whom the remaining amount will be delivered. Such distributions to Holders will not
reduce the Aggregate Outstanding Amount of the Notes. The Trustee shall use commercially reasonable efforts to effect delivery
of such interests; and



 




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		(v)	if no such Holder provides delivery instructions to the Trustee, the Trustee will promptly notify
the Collateral Manager and offer to deliver (at the cost of the Issuer) the Illiquid Assets to the Collateral Manager. If the Collateral
Manager declines such offer, the Trustee will take such action as directed by the Collateral Manager (on behalf of the Issuer)
to dispose of the Illiquid Assets, which may be by donation to a charity, abandonment or other means.



 


The Trustee shall have no duty, obligation
or responsibility with respect to the sale of any Illiquid Asset under this Section 4.4(b) other than to act upon the written
instruction of the Collateral Manager and in accordance with the express provisions of this Section 4.4(b).


 


		5.	Remedies



 


		5.1	Events of Default



 


Event of Default, wherever
used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):


 


		(a)	the Issuer shall default in the payment of any principal, interest or other amount owing or otherwise
payable under the Notes when due (whether at Stated Maturity, on a Redemption Date, by acceleration, upon optional or mandatory
prepayment or otherwise) and such default shall continue for at least three Business Days after notice thereof to the Issuer by
any Holder; provided that, in the case of a default in payment resulting solely from an administrative error or omission
by the Trustee, such default continues for a period of five or more Business Days after the Trustee receives written notice or
a Trust Officer has actual knowledge of such administrative error or omission; or



 


		(b)	the failure (i) on any Payment Date to disburse amounts available in the Payment Account in
accordance with the Priority of Payments and the continuation of such failure for a period of three Business Days, provided
that, if such failure results solely from an administrative error or omission by the Trustee, such failure continues for a period
of five or more Business Days after the Trustee receives written notice or a Trust Officer has actual knowledge of such administrative
error or omission, or (ii) by the Sole Member to make any equity contribution or to pay any other amount owing to the Issuer
in each case pursuant to the Equity Contribution Agreement and the continuation of such failure for a period of three Business
Days; or



 


		(c)	any representation, warranty or certification made herein or pursuant hereto or in or pursuant
to any Support Document (or in any modification or supplement hereto or thereto) by the Issuer or the Sole Member shall prove to
have been false or misleading as of the time made in any material respect; provided, however, that if any such representation,
warranty or certification is (i) remediable and (ii) not the result of fraud or willful misconduct on the part of the
Issuer or the Sole Member, such representation, warranty or certification continues unremedied for a period of 30 days after
the Issuer becomes actually aware of such false or misleading representation, warranty or certification; or



 




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		(d)	the Issuer shall default in the performance of any of its obligations under Section 7.5(a),
7.5(g), 7.15, 12.1(b) or 12.3(c); or



 


		(e)	except as otherwise specified in this Section 5.1 (i) the Issuer shall default in the
performance of any of its other obligations hereunder or (ii) the Issuer or the Sole Member shall default in the performance
of any of its other obligations under any Support Document, and in each case such default (A) has a Material Adverse Effect
on the Holders of the Notes and (B) if remediable, continues unremedied for a period of 30 days after notice thereof
to the Issuer by any Holder (or, in the case of any obligation of the Sole Member under Section 2 or 3 of the Equity Contribution
Agreement, one Business Day) after notice thereof to the Issuer and Trustee by the Issuer, the Trustee or any Holder; provided
that (I) any failure by the Sole Member to comply with any of its obligations when due under Section 2 or 3 of the Equity
Contribution Agreement (after giving effect to any applicable cure periods) shall be deemed to have a Material Adverse Effect on
the Holders for the purposes of the foregoing sub-clause (A) and (II) any failure by the Sole Member to comply with any
of its obligations when due under Section 5(d), 5(e) or 5(f) of the Equity Contribution Agreement (after giving effect to
any applicable cure periods) shall be deemed (x) to have a Material Adverse Effect on the Holders for the purposes of the
foregoing sub-clause (A) and (y) to be irremediable for the purposes of the foregoing sub-clause (B); or



 


		(f)	An Insolvency Event occurs with respect to the Issuer or the Sole Member; or



 


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



 


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



 


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



 


		(iii)	the creditworthiness of the resulting, surviving or transferee Person shall be materially weaker
than that of the Issuer or the Sole Member, as the case may be, immediately prior to such event (as determined by the Majority
Holders); or



 




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



 


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



 


		(j)	any of the Issuer or the Sole Member becomes an investment company required to be registered under
the Investment Company Act; or



 


		(k)	[reserved];



 


		(l)	[reserved];



 


		(m)	an “Event of Default” occurs and is continuing under the Global Master Repurchase Agreement
with respect to which the Counterparty is the “Defaulting Party” (as each such term is defined therein) and an acceleration
has occurred.



 


Upon obtaining knowledge of the occurrence
of a Default or an Event of Default (which, in the case of an event described in clause (m), will be obtained by receipt of
notice from UBS, in its capacity as party to the Global Master Repurchase Agreement, that such event has occurred), each of (i) the
Issuer, (ii) the Trustee, (iii) the Collateral Manager and (iv) the Liquidation Agent shall notify each other. Upon
the occurrence of a Default or an Event of Default known or made known pursuant to the foregoing to a Trust Officer of the Trustee,
the Trustee shall, not later than three Business Days thereafter, notify the Holders (as their names appear on the Note Register),
each Paying Agent and DTC of such Default or Event of Default in writing (unless such Default or Event of Default has been waived
as provided in Section 5.14).


 


		5.2	Acceleration of Maturity; Rescission and Annulment



 


		(a)	If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 5.1(f)),
the Trustee may, and shall (upon the written direction of the Majority Holders), by notice to the Issuer, declare the principal
of all the Notes to be immediately due and payable, and upon any such declaration such principal, together with all interest payable
thereon and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 5.1(f)
occurs, all unpaid principal, together with all interest payable thereon, of all the 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
Holder.



 


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



 




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


 


		5.3	Collection of Indebtedness and Suits for Enforcement by Trustee



 


The Issuer covenants that if
a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will,
upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due
and payable on such Note for principal and interest with interest upon the overdue principal, which shall accrue at a rate equal
to the Federal Funds (Effective) Rate plus 2%, and, in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and
its agents and counsel.


 


If the Issuer fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the
Majority Holders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment
or final decree, and may enforce the same against the Issuer or the Sole Member, acting on behalf of the Issuer with respect to
its rights under the Equity Contribution Agreement, and collect the Cash adjudged or decreed to be payable in the manner provided
by law out of the Collateral.


 


If an Event of Default has occurred and
is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Holders, 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 Holders, to protect and enforce
any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise
of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture
or by law.


 


Subject always to the provisions of Sections 2.7(g),
5.4(d) and 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Member under the Bankruptcy Law or
any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Member
or their respective property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Member, or the
creditors or property of the Issuer or the Sole Member, the Trustee, regardless of whether the principal of any Note shall then
be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any
demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings
or otherwise:


 




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		(a)	in the case of Proceedings relative to the Issuer, to file and prove a claim or claims for the
whole amount of principal and interest owing and unpaid in respect of the Notes upon direction by the Majority Holders; and in
the case of Proceedings relative to the Issuer or the Sole Member (on behalf of the Issuer in the case of Proceedings relative
to the Sole Member), 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,
external attorneys and external counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Holders allowed in
any Proceedings relative to the Issuer or the Sole Member, as applicable, or to the creditors or property of the Issuer or the
Sole Member, as applicable;



 


		(b)	unless prohibited by applicable law and regulations, to vote on behalf of the Holders upon the
direction of the Majority Holders, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation
or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and



 


		(c)	to collect and receive any Cash or other property payable to or deliverable on any such claims,
and to distribute all amounts received with respect to the claims of the Holders and of the Trustee on their behalf; and any trustee,
receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Holders to pay to the Trustee
such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective
agents, external attorneys and external counsel, and all other reasonable expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or bad faith.



 


Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holders, any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee
in bankruptcy or similar Person.


 


In any Proceedings brought by the Trustee
on behalf of the Holders of the Notes (and any such Proceedings involving the interpretation of any provision of this Indenture
to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Notes.


 


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


 


		5.4	Remedies



 


		(a)	If an Event of Default shall have occurred and be continuing, and the Notes have been declared
or have become due and payable (an Acceleration Event) and such Acceleration Event and its consequences have not
been rescinded and annulled, the Issuer agrees that the Trustee may, and shall, subject to the terms of this Indenture (including
Section 6.3(e) and Section 5.5(d)), upon written direction of the Majority Holders, to the extent permitted by applicable
law, exercise one or more of the following rights, privileges and remedies:



 




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



 


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



 


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



 


		(iv)	sell or cause the sale of all or a portion of the Portfolio Assets and other Collateral or rights
or interests therein, at one or more public or private sales called and conducted in any manner permitted by law and in accordance
with Section 5.17 hereof;



 


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



 


		(vi)	exercise any remedies of a secured party under the UCC and take any other appropriate action to
protect and enforce the rights and remedies of the Trustee and the Holders of the Notes hereunder (including exercising all rights
of the Trustee under any Support Document); and



 


		(vii)	exercise any other rights and remedies that may be available at law or in equity;



 


provided that the Trustee
may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.4 except
according to the provisions of Section 5.5(a).


 


The Trustee may, but need not,
obtain and rely upon an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable
as an Administrative Expense) in structuring and distributing securities similar to the Notes, which may be the Liquidation Agent,
as to the feasibility of any action proposed to be taken in accordance with this Section 5.4 and as to the sufficiency of
the proceeds and other amounts receivable with respect to the Collateral to make the required payments of principal of and interest
on the Notes which opinion shall be conclusive evidence as to such feasibility or sufficiency.


 




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		(b)	If an Event of Default as described in Section 5.1(e) hereof shall have occurred and be continuing
the Trustee shall be entitled, and at the direction of the Majority Holders shall, institute (or cause the Issuer to institute,
in which case the Issuer shall comply with any instruction of the Trustee with respect to such Proceeding) a Proceeding solely
to compel performance of the covenant or agreement or to cure the representation or warranty, the breach of which gave rise to
the Event of Default under such Section, and enforce any equitable decree or order arising from such Proceeding.



 


		(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 Collateral or any part thereof and, upon compliance with the terms of sale, may
hold, retain, possess or dispose of such property in its or their own absolute right without accountability.



 


Upon any sale, whether made under the power
of sale hereby given or by virtue of judicial Proceedings, the receipt of Cash by the Trustee, or of the Officer making a sale
under judicial Proceedings, shall be a sufficient discharge to the purchaser or purchasers at any sale for its or their purchase,
and such purchaser or purchasers shall not be obliged to see to the application thereof.


 


Any such sale, whether under any power
of sale hereby given or by virtue of judicial Proceedings, shall bind the Issuer, the Trustee and the Holders of the Notes, shall
operate to divest all right, title and interest whatsoever, either at law or in equity, of each of them in and to the property
sold, and shall be a perpetual bar, both at law and in equity, against each of them and their successors and assigns, and against
any and all Persons claiming through or under them.


 


		(d)	Notwithstanding any other provision of this Indenture, none of the Trustee, the Secured Parties
or the Holders (or any beneficial owners of the Notes) nor any third party beneficiary of this Indenture may, prior to the date
which is one year (or if longer, any applicable preference period) and one day after the payment in full of all Notes, 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 of any jurisdiction.
Nothing in this Section 5.4 shall preclude, or be deemed to estop, the Trustee, any Secured Party, any Holder or any such
third-party beneficiary (i) from taking any action prior to the expiration of the aforementioned period in (A) any case
or Proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency Proceeding filed or commenced
by a Person other than the Trustee, such Secured Party, such Holder or any such third-party beneficiary, respectively, or (ii) from
commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement,
insolvency, moratorium or liquidation Proceeding.






 




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		5.5	Optional Preservation of Collateral





 


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



 


		(i)	the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale
or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge
in full the amounts then due and unpaid on the Notes, and all other amounts that, pursuant to the Priority of Payments, are required
to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses), and the Majority
Holders agree with such determination; or



 


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



 


The Trustee shall give written
notice of the retention of the Collateral, or of any direction received from the Majority Holders pursuant to Section 5.5(a)(ii)
with respect to the sale and liquidation of the Collateral, to the Issuer with a copy to the Collateral Manager. So long as such
Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions
specified in clause (i) or (ii) exist.


 


		(b)	Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the
Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied.
Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes
if prohibited by applicable law.



 


		(c)	In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall
obtain, with the cooperation and assistance of the Liquidation Agent, bid prices with respect to each Portfolio Asset contained
in the Collateral from two nationally recognized dealers (as specified by the Liquidation Agent in writing) at the time making
a market in such Portfolio Assets or similar assets and shall compute the anticipated proceeds of sale or liquidation on the basis
of the lower of such bid prices for each such Portfolio Asset (as determined by the Liquidation Agent and notified to the Trustee).
In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the
execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i)
exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost
of which shall be payable as an Administrative Expense).



 


The Trustee shall deliver to
the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i)
no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i)
at the request of the Majority Holders at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i).


 




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		(d)	Section 5.4 and Section 5.5(a), (b) and (c) shall in all respects be subject to the application
of Section 12.1(c) and any direction or instruction of the Liquidation Agent thereunder (including, if so directed, as to
the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5(a), (b) and (c) and 5.17) and the Trustee shall
comply with such directions and instructions of the Liquidation Agent pursuant to Section 12.1(c) without regard to the provisions
of Section 5.5(a) above. In the event that any notice or instruction delivered by the Liquidation Agent pursuant to Section 12.1(c)
conflicts, or is otherwise inconsistent, with any notice or instruction provided by the Majority Holders pursuant to Section 5.4
or this Section 5.5, the notice or instruction delivered by the Liquidation Agent pursuant to Section 12.1(c) shall govern
and the Issuer and the Trustee shall follow, and shall be entitled to rely upon, such notice or instruction delivered to the Trustee
pursuant to Section 12.1(c). The Trustee shall not have any liability for any failure or delay in enforcing rights or remedies
at the direction of, or on behalf of, the Majority Holders as a result of this clause (d).



 


		5.6	Trustee May Enforce Claims Without Possession of Notes



 


All rights of action and claims under this
Indenture or under any of the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or
the production thereof in any Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall be applied as set forth in Section 5.7 hereof.


 


		5.7	Application of Cash Collected



 


Any Cash collected by the Trustee with
respect to the Notes pursuant to this Article 5 and any Cash that may then be held or thereafter received by the Trustee with
respect to the Notes hereunder shall be applied, in accordance with the provisions of Section 11.1(c), at the date or dates
fixed by the Trustee (or any other date or dates as directed by the Majority Holders by notice to the Trustee given reasonably
in advance thereof and reasonably acceptable to the Trustee). Upon the final distribution of all proceeds of any liquidation effected
hereunder, the provisions of Section 4.1(b) shall be deemed satisfied for the purposes of discharging this Indenture pursuant
to Article 4.


 


		5.8	Limitation on Suits



 


No Holder of any Note shall have any right
to institute any Proceedings, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:


 


		(a)	such Holder has previously given to the Trustee written notice of an Event of Default;



 


		(b)	the Majority Holders 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 of
external counsel) and liabilities to be incurred in compliance with such request;



 




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		(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 the Majority Holders; it being understood and intended that no one or more Holders of Notes shall have any right in any
manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders subject to and in
accordance with the Priority of Payments.



 


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
Notes, each representing less than 50% of the Aggregate Outstanding Amount of the Notes, 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 Notes, 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.


 


		5.9	Unconditional Rights of Holders to Receive Principal and Interest



 


Subject to Sections 2.7(g), 6.15 and
13.1, but notwithstanding any other provision of this Indenture, the Holder of any Note shall have the right, which is absolute
and unconditional, to receive payment of the principal of and interest on such Note, as such principal and interest become due
and payable in accordance with the Priority of Payments, as the case may be, and, subject to the provisions of Section 5.4(d)
and Section 5.8, to institute Proceedings for the enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.


 


		5.10	Restoration of Rights and Remedies



 


If the Trustee or any Holder has instituted
any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination
in such Proceeding, the Issuer, the Trustee and the Holder shall be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holder shall continue as though no such Proceeding had
been instituted.


 


		5.11	Rights and Remedies Cumulative



 


No right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise (to the extent not otherwise limited by this Indenture). The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 




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		5.12	Delay or Omission Not Waiver



 


No delay or omission of the Trustee or
any Holder of Notes to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein or of a subsequent Event of Default. Every right and
remedy given by this Article 5 or by law to the Trustee or to the Holders of the Notes may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders of the Notes.


 


		5.13	Control by Majority Holders



 


Notwithstanding any other provision of
this Indenture, the Majority Holders shall have the right following the occurrence, and during the continuance of, an Event of
Default to cause the institution of and direct the time, method and place of conducting any Proceeding for any remedy available
to the Trustee or exercising any other trust or power conferred upon the Trustee; provided that:


 


		(a)	such direction shall not conflict with any rule of law or with any express provision of this Indenture;



 


		(b)	the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with
such direction; provided that subject to Section 6.1, the Trustee need not take any action that it determines might
involve it in liability or expense (unless the Trustee has received the indemnity as set forth in sub-Section (c) below);



 


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



 


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



 


		5.14	Waiver of Past Defaults



 


Prior to the time a judgment or decree
for payment of the Cash due has been obtained by the Trustee, as provided in this Article 5, the Majority Holders may waive
any past Event of Default or any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default
and its consequences; provided that if such Event of Default or occurrence is in respect of a covenant or provision hereof
that cannot be modified or amended without the consent of each Holder pursuant to Section 8.2, then such waiver shall require
the consent of each Holder.


 


In the case of any such waiver, the Issuer,
the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, but no
such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. The Trustee shall promptly
give written notice of any such waiver to the Collateral Manager and each Holder.


 




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Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture,
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.


 


		5.15	Undertaking for Costs



 


All parties to this Indenture agree, and
each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Trustee
for any action taken, or omitted by it as Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay
the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees of external counsel, against any party litigant in such Proceeding, 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 Proceeding
instituted by the Trustee, to any Proceeding instituted by any Holder, or group of Holders, holding in the aggregate more than
10% in Aggregate Outstanding Amount of the Notes, or to any Proceeding instituted by any Holder for the enforcement of the payment
of the principal of or interest on any Note on or after the Stated Maturity (or, in the case of redemption pursuant to Article 9,
on or after the applicable Redemption Date).


 


		5.16	Waiver of Stay or Extension Laws



 


The Issuer covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay or extension law or any valuation, appraisement, redemption or marshalling law or rights, in each case
wherever enacted, now or at any time hereafter in force, which may affect the covenants, the performance of or any remedies under
this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law or rights, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been enacted or rights created.


 


		5.17	Sale of Collateral



 


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



 




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		(b)	The Trustee, the Sole Member or the Collateral Manager may bid for and acquire any portion of the
Collateral in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts
owing on the Notes in the case of the Collateral or other amounts secured by the Collateral, all or part of the net proceeds of
such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding
the provisions of Section 6.7 hereof. The Notes need not be produced in order to complete any such Sale, or in order for the
net proceeds of such Sale to be credited against amounts owing on the Notes. The Trustee may hold, lease, operate, manage or otherwise
deal with any property so acquired in any manner permitted by law in accordance with this Indenture.



 


		(c)	If any portion of the Collateral consists of securities issued without registration under the Securities
Act (Unregistered Securities), the Trustee (or the Collateral Manager on its behalf) may seek an Opinion of Counsel,
or, if no such Opinion of Counsel can be obtained and with the consent of the Majority Holders, seek a no action position from
the Securities and Exchange Commission or any other relevant Federal or State regulatory authorities, regarding the legality of
a public or private Sale of such Unregistered Securities.



 


		(d)	The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its
interest in any portion of the Collateral in connection with a Sale thereof (in each case, without any recourse, representation
or warranty by the Trustee). In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer
to transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof, and to take all action
necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority,
to inquire into the satisfaction of any conditions precedent or see to the application of any Cash.



 


		5.18	Action on the Notes



 


The Trustee’s right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the seeking or obtaining of or application for any other
relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Trustee or
the Holders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution
under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer.


 


		6.	The Trustee



 


		6.1	Certain Duties and Responsibilities



 


		(a)	Except during the continuance of an Event of Default known to the Trustee:



 


		(i)	the Trustee undertakes to perform such duties and only such duties as are specifically set forth
in this Indenture and the other Transaction Documents to which it is a party, and no implied covenants or obligations shall be
read into this Indenture or such other Transaction Documents against the Trustee; and



 




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		(ii)	in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; provided that in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they substantially conform to the requirements of this Indenture and shall promptly, but in any
event within three Business Days in the case of an Officer’s certificate furnished by the Collateral Manager, notify the
party delivering the same if such certificate or opinion does not conform. If a corrected form shall not have been delivered to
the Trustee within 15 days after such notice from the Trustee, the Trustee shall so notify the Holders.



 


		(b)	In case an Event of Default known to the Trustee has occurred and is continuing, the Trustee shall,
prior to the receipt of directions, if any, from the Majority Holders, or such other percentage as permitted by this Indenture,
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise,
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.



 


		(c)	No provision of this Indenture shall be construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act, or its own willful misconduct, except that:



 


		(i)	this sub-Section (c) shall not be construed to limit the effect of sub-Section (a) of this
Section 6.1;



 


		(ii)	the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer,
unless it shall be proven that the Trustee was negligent in ascertaining the pertinent facts;



 


		(iii)	the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Issuer, the Liquidation Agent or the Collateral Manager in accordance with this
Indenture and/or the Majority Holders (or such other percentage as may be required by the terms hereof) relating to the time, method
and place of conducting any Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture;



 


		(iv)	no provision of this Indenture or any other Transaction Document shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it (if the amount of
such funds or risk or liability is reasonably expected not to exceed the amount available for payment to the Trustee on the immediately
succeeding Payment Date, the Trustee shall be deemed to be reasonably assured of such repayment) unless such risk or liability
relates to the performance of its ordinary services, including mailing of notices under Article 5, under this Indenture; and



 




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		(v)	in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or
damage (including lost profits) even if the Trustee has been advised of the likelihood of such damages and regardless of such action.



 


		(d)	For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge
of any Event of Default described in Sections 5.1(c), 5.1(d), (e), (f), (g), (h), (i), (j), (k), (l) or (m) unless a Trust
Officer assigned to and working in the Corporate Trust Office has actual knowledge thereof or unless written notice of any event
which is in fact such an Event of Default or Default is received by the Trustee at the Corporate Trust Office, and such notice
references the Notes generally, the Issuer, the Collateral or this Indenture. For purposes of determining the Trustee’s responsibility
and liability hereunder, whenever reference is made in this Indenture to such an Event of Default or a Default, such reference
shall be construed to refer only to such an Event of Default or Default of which the Trustee is deemed to have notice as described
in this Section 6.1.



 


		(e)	Whether or not therein expressly so provided, every provision of this Indenture and each other
Transaction Document to which the Trustee is a party relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section 6.1.



 


		(f)	If within 80 days after delivery of financial information or disbursements (which delivery
may be via posting to the Trustee’s website) the Trustee receives written notice of an error or omission related thereto
(a copy of which written notice the Trustee shall promptly provide to the Collateral Manager and the Issuer), and within five Business
Days after their receipt of a copy of such written notice the Collateral Manager, on behalf of the Issuer, confirms such error
or omission, then the Trustee agrees to use reasonable efforts to correct such error or omission. Beyond such period the Trustee
shall not be required to take any action and shall have no responsibility for the same.



 


		(g)	In the event that the Trustee has actual knowledge of or is notified that a Portfolio Asset has
become a Defaulted Obligation, the Trustee shall promptly notify the Liquidation Agent and the Collateral Manager thereof (unless
notified by the Collateral Manager, in which case the Trustee shall only send such notice to the Liquidation Agent); provided
that the Trustee shall be under no liability for any failure to provide any notification under this Section 6.1(g).



 


		(h)	The Trustee shall have no duty to monitor or verify whether any Holder (or beneficial owner) is
a Section 13 Banking Entity.



 


		(i)	The Issuer (or UBS on its behalf) shall give the Trustee prompt written notice of the occurrence
of any of the events set forth in clauses (a), (b) and (c) in the definition of Liquidation Agent.



 




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		6.2	Notice of Default



 


Promptly (and in no event later than three
Business Days) after the occurrence of any Default actually known to a Trust Officer of the Trustee or after any declaration of
acceleration has been made or delivered by the Trustee pursuant to Section 5.2, the Trustee shall transmit by mail to the
Issuer, Collateral Manager and all Holders of Notes, as their names and addresses appear in the Note Register, notice of all Defaults
hereunder known to the Trustee, unless such Default shall have been cured or waived.


 


		6.3	Certain Rights of Trustee



 


Except as otherwise provided in Section 6.1:


 


		(a)	the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other
paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;



 


		(b)	any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer
Request or Issuer Order, as the case may be;



 


		(c)	whenever in the administration of this Indenture the Trustee shall (i) deem it desirable that
a matter of fact be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s certificate
or (ii) be required to determine the value of any Collateral or funds hereunder or the cash flows projected to be received
therefrom, the Trustee may, in the absence of bad faith on its part, rely on reports of nationally recognized accountants, investment
bankers or other Persons qualified to provide the information required to make such determination, including nationally recognized
dealers in securities of the type being valued and securities quotation services;



 


		(d)	as a condition to the taking or omitting of any action by it hereunder or other Transaction Document
to which it is a party, the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken or omitted by it hereunder or thereunder in good
faith and in reliance thereon;



 


		(e)	the Trustee shall be under no obligation to exercise or to honor any of the rights or powers vested
in it by this Indenture 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 of external counsel) and liabilities which might reasonably be incurred by it in compliance
with such request or direction;



 




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		(f)	the Trustee shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper
or document, but the Trustee, in its discretion, may, and upon the written direction of Holders of at least 25% of the Outstanding
Notes shall, make such further inquiry or investigation into such facts or matters as it may see fit or as it shall be directed,
and the Trustee shall be entitled, on reasonable prior notice to the Issuer and the Collateral Manager, to examine the books and
records relating to the Notes and the Collateral, personally or by agent or attorney, during the Issuer’ or the Collateral
Manager’s normal business hours, not more than once each calendar year (unless an Event of Default has occurred and is continuing);
provided that the Trustee shall, and shall cause its agents to, hold in confidence all such information in accordance with
Section 14.15;



 


		(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 non-Affiliated agent appointed, or non-Affiliated attorney appointed, with due care by it hereunder;



 


		(h)	Subject to Section 6.1(b), the Trustee shall not be liable for any action it takes or omits
to take in good faith that it reasonably believes to be authorized or within its rights or powers hereunder;



 


		(i)	nothing herein or under any other Transaction Document shall be construed to impose an obligation
on the part of the Trustee to recalculate, evaluate or verify or independently determine the accuracy of any report, certificate
or information received from the Issuer or Collateral Manager (unless and except to the extent otherwise expressly set forth herein);
provided that nothing in this clause (i) shall supersede or modify the responsibilities and duties of the Collateral
Administrator under the Collateral Administration Agreement;



 


		(j)	to the extent any defined term hereunder, or any calculation required to be made or determined
by the Trustee hereunder, is dependent upon or defined by reference to generally accepted accounting principles (as in effect in
the United States of America) (GAAP), the Trustee shall be entitled to request and receive (and rely upon) instruction
from the Issuer or, in the absence of its receipt of timely instruction therefrom, shall be entitled to obtain instruction from
an Independent accountant at the expense of the Issuer, as to the application of GAAP in such connection, in any instance;



 


		(k)	the Trustee shall not be liable for the actions or omissions of, or inaccuracies in the records
of, the Collateral Manager, the Issuer, the Liquidation Agent, 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 or the Sole Member with the terms of the Collateral Management
Agreement, the Equity Contribution Agreement or the Master Loan Purchase Agreement or compliance by the Liquidation Agent of the
terms of this Indenture or the compliance by the MPA Counterparty with a Master Participation Agreement, or to verify or independently
determine the accuracy of information received by the Trustee from the Collateral Manager or the Liquidation Agent (or from any
selling institution, agent bank, trustee or similar source) with respect to the Collateral;



 




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		(l)	notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be
applicable to a “securities intermediary” as defined in the UCC) to the contrary, neither the Trustee nor the Custodian
shall be under a duty or obligation in connection with the acquisition or Grant by the Issuer to the Trustee of any item constituting
the Collateral, to evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Issuer in connection
with its Grant or otherwise, or in that regard to examine any Underlying Instrument, in each case, in order to determine compliance
with applicable requirements of and restrictions on transfer in respect of such Collateral;



 


		(m)	in the event the Bank is also acting in the capacity of Paying Agent, Note Registrar, Transfer
Agent, Collateral Administrator, or Custodian, the rights, protections, benefits, immunities and indemnities afforded to the Trustee
pursuant to this Article 6 shall also be afforded to the Bank acting in such capacities; provided that such rights,
protections, benefits, immunities and indemnities shall be in addition to, and not in limitation of, any rights, protections, benefits,
immunities and indemnities provided in the Issuer Account Control Agreement or any other documents to which the Bank in such capacity
is a party;



 


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



 


		(o)	to the extent permitted by applicable law, the Trustee shall not be required to give any bond or
surety in respect of the execution of this Indenture or otherwise;



 


		(p)	the Trustee shall not be deemed to have notice or knowledge of any matter (including, without limitation,
any of the matters set forth in clauses (a), (b) and (c) in the definition of Liquation Agent) 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 in this Indenture to a Default
or an Event of Default such reference shall, insofar as determining any liability on the part of the Trustee is concerned, be construed
to refer only to a Default or an Event of Default of which the Trustee is deemed to have knowledge in accordance with this paragraph;



 


		(q)	the Trustee shall not be responsible for delays or failures in performance resulting from circumstances
beyond its control (including acts of God, strikes, lockouts, riots, acts of war or (to the extent beyond the Trustee’s control)
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;



 




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



 


		(t)	in making or disposing of any investment permitted by this Indenture, the Trustee is authorized
to deal with itself (in its individual capacity) or with any one or more of its Affiliates, in each case on an arm’s-length
basis, whether it or such Affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for
its own account. If otherwise qualified, obligations of the Bank or any of its Affiliates shall qualify as Eligible Investments
hereunder;



 


		(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 sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions
in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation is not
payable or reimbursable under Section 6.7 of this Indenture;



 


		(v)	the Trustee shall have no duty (i) to see to any recording, filing, or depositing of this
Indenture or any supplemental indenture or any financing statement or continuation statement evidencing a security interest, or
to see to the maintenance of any such recording, filing or depositing or to any rerecording, refiling or redepositing of any thereof
or (ii) to maintain any insurance;



 


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



 


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



 


		6.4	Not Responsible for Recitals or Issuance of Notes



 


The recitals contained herein and in the
Notes, other than the Certificate of Authentication thereon, shall be taken as the statements of the Issuer; and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Indenture
(except as may be made with respect to the validity of the Trustee’s obligations hereunder), the Collateral or the Notes.
The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or any Cash
paid to the Issuer pursuant to the provisions hereof.


 




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		6.5	May Hold Notes



 


The Trustee, any Paying Agent, Note Registrar
or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise
deal with the Issuer or any of the Issuer’s Affiliates with the same rights it would have if it were not Trustee, Paying
Agent, Note Registrar or such other agent.


 


		6.6	Cash Held in Trust



 


Cash held by the Trustee hereunder shall
be held in trust to the extent required herein. The Trustee shall be under no liability for interest on any Cash received by it
hereunder except to the extent of income or other gain on investments which are deposits in or certificates of deposit of the Bank
in its commercial capacity and income or other gain actually received by the Trustee on Eligible Investments.


 


		6.7	Compensation and Reimbursement



 


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



 


		(i)	to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee
letter, for all services rendered by it hereunder (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 external legal counsel and of any accounting firm or investment banking
firm employed by the Trustee pursuant to Section 5.4, 5.5 or 6.3(c) except any such expense, disbursement or advance as may
be attributable to its negligence, willful misconduct or bad faith) but with respect to securities transaction charges, only to
the extent any such charges have not been waived during a Monthly Period due to the Trustee’s receipt of a payment from a
financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager;



 


		(iii)	to indemnify the Trustee and its officers, directors, employees and agents for, and to hold them
harmless against, any loss, liability or expense (including reasonable attorney’s fees and expenses of external counsel)
incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance
or administration of this Indenture or the performance of its duties hereunder, including the costs and expenses of defending themselves
(including reasonable attorney’s fees and costs of external counsel) against any claim or liability in connection with the
exercise or performance of any of their powers or duties hereunder and under any other Transaction Document; and



 




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



 


		(b)	The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable
to it under this Indenture or in any of the Transaction Documents to which the Trustee is a party only as provided in Section 10.3(c),
Section 11.1 and the Equity Contribution Agreement, and only to the extent that funds are available for the payment thereof.
Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that
the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s
rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it
under this Indenture. If on any date when a fee or expense shall be payable to the Trustee pursuant to this Indenture insufficient
funds are available for the payment thereof, any portion of a fee not so paid shall be deferred and payable on such later date
on which a fee shall be payable and sufficient funds are available therefor.



 


		(c)	The Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer
until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment
in full of all Notes (and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the
request of the Issuer) issued under this Indenture.



 


		(d)	The Issuer’s payment obligations to the Trustee under this Section 6.7 shall be secured
by the Lien of this Indenture, and shall survive the discharge of this Indenture and the resignation or removal of the Trustee.
When the Trustee incurs expenses after the occurrence of a Default or an Event of Default under Section 5.1(f), the expenses
are intended to constitute expenses of administration under the Bankruptcy Code, Title 11 of the United States Code, or any
other applicable Federal or State bankruptcy, insolvency or similar law.



 


		6.8	Corporate Trustee Required; Eligibility



 


There shall at all times be a Trustee hereunder
which shall be an Independent organization or entity organized and doing business under the laws of the United States of America
or of any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of
at least $200,000,000, subject to supervision or examination by Federal or State authority, having a rating of at least “Baa1”
(or then-equivalent grade) by Moody’s and at least “BBB+” (or then-equivalent grade) by S&P and having an
office within the United States of America. If such organization or entity publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.8,
the combined capital and surplus of such organization or entity shall be deemed to be its combined capital and surplus as set forth
in its most recent published report of condition. If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.8, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article 6.


 




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		6.9	Resignation and Removal; Appointment of Successor



 


		(a)	No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article 6 shall become effective until the acceptance of appointment by the successor Trustee under Section 6.10.



 


		(b)	The Trustee may resign at any time by giving not less than 30 days’ written notice thereof
to the Issuer, the Collateral Manager and the Holders of the Notes. Upon receiving such notice of resignation, the Issuer shall
promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate,
executed by an Authorized Representative of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one
copy to the successor Trustee or Trustees, together with a copy to each Holder and the Collateral Manager; provided that
such successor Trustee shall be appointed only upon the written consent of each Holder or, at any time when an Event of Default
shall have occurred and be continuing, by an Act of the Majority Holders. 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 appointed and an instrument of acceptance by a successor Trustee shall not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf
of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor
Trustee satisfying the requirements of Section 6.8.



 


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



 


		(d)	If at any time:



 


		(i)	the Trustee shall cease to be eligible under Section 6.8 and shall fail to resign after written
request therefor by the Issuer or by any Holder; or



 


		(ii)	the Trustee shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a
receiver or liquidator of the Trustee or of its property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;



 


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.


 




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		(e)	If the Trustee shall be removed or become incapable of acting, or if a vacancy shall occur in the
office of the Trustee for any reason (other than resignation), the Issuer, by Issuer Order, shall promptly appoint a successor
Trustee, provided that any such appointment shall be subject to the prior consent of each Holder or, at any time when an
Event of Default shall have occurred and be continuing, by an Act of the Majority Holders. If the Issuer shall fail to appoint
a successor Trustee within 60 days after such removal or incapability or the occurrence of such vacancy, a successor Trustee
may be appointed by the Majority Holders by written instrument delivered to the Issuer and the retiring Trustee. The successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede any successor
Trustee proposed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or Holders of 100% of the Aggregate
Outstanding Amount of the Notes and shall have accepted appointment in the manner hereinafter provided, subject to Section 5.15,
any Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment
of a successor Trustee.



 


		(f)	The Issuer shall give prompt notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee by mailing written notice of such event to the Collateral Manager and the Holders of the Notes
as their names and addresses appear in the Note 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.



 


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



 


		6.10	Acceptance of Appointment by Successor



 


Every successor Trustee appointed hereunder
shall meet the requirements of Section 6.8 and shall execute, acknowledge and deliver to the Issuer and the retiring Trustee
an instrument accepting such appointment. Upon delivery of the required instrument, 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 the Majority Holders
or the successor Trustee, such retiring Trustee shall, upon payment of its charges then unpaid, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer
and deliver to such successor Trustee all property and Cash held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts.


 




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



 


Any organization or entity into which the
Trustee may be merged or converted or with which it may be consolidated, or any organization or entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any organization or entity succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such
organization or entity shall be otherwise qualified and eligible under this Article 6, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case any of the Notes has been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated
such Notes.


 


		6.12	Co-Trustees



 


At any time or times, for the purpose of
meeting the legal requirements of any jurisdiction in which any part of the Collateral may at the time be located, the Issuer and
the Trustee shall have power to appoint one or more Persons to act as co-trustee, jointly with the Trustee, of all or any part
of the Collateral, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein
and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right
to do, subject to the other provisions of this Section 6.12.


 


The Issuer shall join with the Trustee
in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-trustee. If the
Issuer does not join in such appointment within 15 days after the receipt by the Issuer of a request to do so, the Trustee
shall have the power to make such appointment.


 


Should any written instrument from the
Issuer be required by any co-trustee so appointed, more fully confirming to such co-trustee such property, title, right or power,
any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay
as Administrative Expenses, to the extent funds are available therefor under the Priority of Payments, 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;



 




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		(c)	the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the
Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12,
and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of,
or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may
be appointed in the manner provided in this Section 6.12;



 


		(d)	no co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee
hereunder;



 


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



 


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



 


		6.13	Certain Duties of Trustee Related to Delayed Payment of Proceeds



 


If the Trustee shall not have received
a payment with respect to any item of Collateral on its Due Date, (a) the Trustee shall promptly notify the Issuer and the
Collateral Manager and the Liquidation Agent in writing (which may be in electronic form) and (b) unless within five Business
Days (or, if earlier, the end of the applicable grace period for such payment, if any) after such notice (x) such payment
shall have been received by the Trustee or (y) the Trustee has received notice from the Collateral Manager that it is taking
action in respect of such payment, the Trustee shall request the issuer of or obligor on such item of Collateral, the trustee or
any applicable agent under the related Underlying Instrument or the paying agent designated by either of them, as the case may
be, to make such payment as soon as practicable after such request but in no event later than five Business Days after the date
of such request, to the extent doing so would not violate any relevant insolvency or other applicable law or the terms of the applicable
Underlying Agreement. In the event that such payment is not made within such time period, the Trustee, subject to the provisions
of clause (iv) of Section 6.1(c), shall take such action as the Collateral Manager shall direct. Any such action shall
be without prejudice to any right to claim a Default or Event of Default under this Indenture. In the event that the Issuer or
the Collateral Manager requests a release of any Collateral and/or delivers an additional Portfolio Asset in connection with any
such action under the Collateral Management Agreement, such release and/or substitution shall be subject to Section 10.6 and
Article 12 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 Portfolio Asset or other Collateral 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 Collateral. The foregoing shall not preclude any other exercise of any right or
remedy by the Issuer with respect to any default or event of default arising under a Portfolio Asset.


 




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		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 8.6, 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 corporation into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation
or conversion to which any Authenticating Agent shall be a party, or any corporation 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 corporation.


 


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 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.


 


		6.15	Withholding



 


All payments made to a Holder under this
Indenture shall be made without any deduction or withholding for or on account of any present or future Tax unless such deduction
or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then
in effect or pursuant to an agreement with a Governmental Authority. If any withholding Tax is imposed on the Issuer’s payment
(or the receipt by the Issuer of any payment with respect to the Portfolio Assets or allocations of income) under the Notes by
any such applicable law or such an agreement, such Tax shall reduce the amount otherwise distributable to the relevant Holder and
shall be treated as Cash distributed to the relevant Holder at the time such amounts are withheld. The Paying Agent, the Trustee
or any other withholding agent is hereby authorized and directed to retain from amounts otherwise distributable to any Holder sufficient
funds for the payment of any Tax that is legally owed or required to be withheld by the Issuer by law or pursuant to the Issuer’s
agreement with a Governmental Authority (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) and to timely remit
such amounts to the appropriate taxing authority. If there is a possibility that withholding Tax is payable with respect to a distribution,
the Paying Agent, the Trustee or any other withholding agent 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 in connection therewith. 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.


 




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		6.16	Representative for Holders Only; Agent for each other Secured Party



 


With respect to the security interest created
hereunder, the delivery of any Collateral to the Trustee is to the Trustee as trustee for the Holders and agent for each other
Secured Party. In furtherance of the foregoing, the possession by the Trustee of any Collateral, the endorsement to or registration
in the name of the Trustee of any Collateral (including without limitation, if applicable, as entitlement holder of the Custodial
Account or any other Account) are all undertaken by the Trustee in its capacity as trustee for the Holders, and agent for each
other Secured Party. The Trustee shall not by reason of this Indenture be deemed to be acting as fiduciary for the Collateral Manager,
provided that the foregoing shall not limit any of the express obligations of the Trustee under this Indenture.


 


		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 and custodian.



 


		(b)	Authorization; Binding Obligations. The Bank has the corporate power and authority to perform
the duties and obligations of Trustee, Paying Agent, Note Registrar, Transfer Agent and Custodian under this Indenture. The Bank
has taken all necessary corporate action to authorize the execution, delivery and performance of this Indenture, and all of the
documents required to be executed by the Bank pursuant hereto. This Indenture has been duly authorized, executed and delivered
by the Bank and constitutes the legal, valid and binding obligation of the Bank enforceable in accordance with its terms subject,
as to enforcement, (i) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’
rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Bank
and (ii) to general equitable principles (whether enforcement is considered in a Proceeding at law or in equity).



 


		(c)	Eligibility. The Bank is eligible under Section 6.8 to serve as Trustee hereunder.



 


		(d)	No Conflict. Neither the execution, delivery and performance of this Indenture, nor the
consummation of the transactions contemplated by this Indenture, is prohibited by, or requires the Bank to obtain any consent,
authorization, approval or registration under, any law, statute, rule, regulation, judgment, order, writ, injunction or decree
that is binding upon the Bank or any of its properties or assets.



 




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		6.18	Electronic Communications



 


The Bank (in any capacity hereunder) agrees
to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured email, 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 persons designated to provide such instructions or directions, which incumbency certificate
shall be amended whenever a person is added or deleted from the list.


 


If any 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 written instruction received
by the Bank subsequent to the Bank’s receipt of such email or facsimile instructions (or instructions by a similar electronic
method). Any Person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic
methods to submit instructions and directions to the Bank, including the risk of the Bank acting on unauthorized instructions,
and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting
such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection
with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular
needs and circumstances.


 


		7.	Covenants



 


		7.1	Payment of Principal and Interest



 


The Issuer will duly and punctually pay
the principal of and interest on the Notes, in accordance with the terms of such Notes and this Indenture pursuant to the Priority
of Payments, Article 9 (if applicable) and Article 13.


 


Amounts properly withheld under the Code
or other applicable law or pursuant to the Issuer’s agreement with a Governmental Authority 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.





 




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		7.2	Maintenance of Office or Agency





 


The Issuer hereby appoints the Trustee
as a Paying Agent for payments on the Notes and the Issuer hereby appoints the Trustee at its applicable Corporate Trust Office
designated for presentment, as the Issuer’s agent where Notes may be surrendered for registration of transfer or exchange.
The Issuer may at any time and from time to time appoint additional paying agents; provided that 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. If at any time the Issuer shall fail to maintain the appointment of a paying agent, 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 sentence),
and Notes may be presented and surrendered for payment, to the Trustee at the Corporate Trust Office designated for presentment.


 


The Issuer irrevocably consents to service
of process on the Issuer by registered or certified mail or hand delivery to the address for notices to the Issuer specified in
Section 14.3. Nothing in this Indenture will affect the right of any party to this Indenture to serve process in any other
manner permitted by law.


 


If the Trustee ceases to be the Note Registrar,
then the Issuer shall at all times maintain a duplicate copy of the Note Register at the Corporate Trust Office designated for
transfer. The Issuer shall give prompt written notice to the Trustee and the Holders of the appointment of any Paying Agent (other
than the Trustee) or termination of any Paying Agent and any change in the location of any such office or agency.


 


		7.3	Cash 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.


 


When the Issuer shall have a Paying Agent
that is not also the Note Registrar, it shall furnish, or cause the Note 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 with respect to the Notes 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 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 Cash 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 10.


 


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. 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 for which it acts as Paying Agent
on each Payment Date (including any Redemption Date) among such Holders in the proportion specified in the applicable Payment Date
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 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 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 (or any other obligor upon the Notes) 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 Cash.


 


Except as otherwise required by applicable
law, any Cash deposited with the Trustee or any Paying Agent (with respect to Notes) 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 Cash 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 right to or interest in Cash
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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		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 Delaware limited liability company, and shall obtain and preserve its qualification to do
business as a foreign entity 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 Collateral; provided that the Issuer shall be entitled to
change its jurisdiction of organization from the State of Delaware to any other jurisdiction reasonably selected by the Issuer
so long as (i) the Issuer has received an Opinion of Counsel (upon which the Trustee may conclusively rely) to the effect
that such change is not disadvantageous in any material respect to the Holders, any other Secured Party, the Collateral Manager
or the Liquidation Agent (ii) the Issuer has taken all necessary steps to ensure that the Trustee’s security interest
in the Collateral continues in effect and has received an Opinion of Counsel similar to the Closing Date opinion given by counsel
to the Issuer to the effect that, after giving effect to such change, the Trustee has a first priority perfected security interest
in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been
subject to but for such change of jurisdiction, (iii) 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 and the Collateral Manager, and (iv) on
or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from
the Majority Holders objecting to such change.



 


		(b)	The Issuer shall ensure that all limited liability company or other formalities regarding its existence
(including, to the extent required by applicable law, holding regular members’, directors’ or other similar meetings)
are followed. The Issuer shall not take any action or conduct its affairs in a manner, that is likely to result in its separate
existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively
consolidated with any other Person in a bankruptcy, reorganization or other insolvency Proceeding. Without limiting the foregoing,
(i) the Issuer shall not have any subsidiaries, (ii) the Issuer shall not (A) have any employees (other than directors
or officers to the extent they are employees), (B) engage in any transaction with any Person that would constitute a conflict
of interest (provided that its entering into and performance of its obligations under the Transaction Documents or any Underlying
Instruments shall not be deemed to be a transaction that would constitute a conflict of interest) or (C) pay distributions
to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents and (iii) the
Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those
of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its
own name, (E) maintain separate financial statements (if any), (F) pay its own liabilities out of its own funds, (G) except
as expressly contemplated herein and in the Equity Contribution Agreement, maintain an arm’s length relationship with
its Affiliates (provided that its relationship with its Affiliates pursuant to the Transaction Documents shall be deemed
to be at arm’s length), (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person
and (J) correct any known misunderstanding regarding its separate identity.



 




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		7.5	Protection of Collateral



 


		(a)	The Issuer will take such action as is necessary to maintain the perfection and priority of the
security interest of the Trustee in the Collateral; provided that the Issuer shall be entitled to rely on any Opinion of
Counsel delivered pursuant to Section 7.4 or Section 7.6 and any Opinion of Counsel with respect to the same subject
matter delivered pursuant to Section 3.1(d) to determine what actions are necessary, and shall be fully protected in so relying
on such an Opinion of Counsel, unless the Issuer 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 Notes and other Secured Parties hereunder and to:



 


		(i)	Grant more effectively all or any portion of the Collateral;



 


		(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 (subject to Permitted Liens) 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 any and all actions necessary or desirable as a result of changes in law or regulations);



 


		(iv)	enforce any of the Collateral or other instruments or property included in the Collateral;



 


		(v)	preserve and defend title to the Collateral and the rights therein of the Trustee and the Holders
of the Notes and other Secured Parties in the Collateral 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 Collateral.



 


The Issuer hereby designates
the Trustee as its agent and attorney in fact to prepare and file 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 obligations under this Section 7.5. The Issuer further authorizes, and
shall cause the Issuer’s United States counsel to file, a Financing Statement that names the Issuer as debtor and the Trustee
as secured party and that describes “all personal property of the Debtor now owned or hereafter acquired”, or words
of similar effect as the Collateral in which the Trustee has a Grant.


 


		(b)	The Issuer shall enforce all of its material rights and remedies under each Transaction Document
to which it is a party.



 




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		(c)	The Issuer shall provide copies of the Underlying Instruments in respect of any Portfolio Assets
to the Trustee and the Liquidation Agent within a reasonable time (and in any event within five Business Days) upon request by
the Liquidation Agent, and in the event the Issuer receives a copy of any document that supplements, amends or otherwise modifies
any Underlying Instrument so provided to the Trustee and the Liquidation Agent, the Issuer shall provide a copy of each such document
to the Trustee and the Liquidation Agent within five Business Days after receipt by the Issuer thereof.



 


		(d)	[Reserved]



 


		(e)	Within five Business Days of receipt by the Issuer of any written or formal request to take, agree
to or consent to any amendment or any action with respect to any Portfolio Asset and at least four Business Days prior to the date
of the proposed amendment or action (or, if such request is received within the four Business Day period, by the next Business
Day), the Issuer (or the Collateral Manager on behalf of the Issuer) shall deliver, or cause the delivery of, a copy of such notice
to the Liquidation Agent (which shall be a third party beneficiary for purposes of this notification right) and the Trustee. The
Issuer shall deliver written notice to the Liquidation Agent providing evidence of any amendment or action within two business
days after the amendment or action (such notice, a “Post-Restructuring Notice”).



 


		(f)	(i) The Issuer shall be permitted to perform such actions as necessary to comply with its obligations
under the Master Loan Purchase Agreement and (ii) to the extent the portion of any Portfolio Asset that is being transferred
to the Issuer is evidenced by a promissory note for which the face amount exceeds the portion of such Portfolio Asset being transferred
to the Issuer, the Issuer shall be permitted to cooperate with the Sole Member to obtain replacement promissory notes from the
relevant Portfolio Asset Obligor in amounts reflecting the portion of the Portfolio Asset transferred to Issuer and the portion
retained by Sole Member and the Issuer shall deliver or cause to be delivered such replacement promissory note reflecting the portion
of the Portfolio Asset held by the Issuer to the Custodian in substitution of the promissory note delivered on the date thereof;
provided that the Issuer will not enter into any amendment, modification or supplement of the Master Loan Purchase Agreement
without obtaining the prior written consent of the Liquidation Agent and the Trustee (acting on the written direction of the Majority
Holders) (other than an amendment to correct inconsistencies, typographical or other manifest errors, defects or ambiguities, a
copy of each of which shall be furnished to the Liquidation Agent (which shall be a third party beneficiary for purposes of this
notification right) and the Trustee within five Business Days after execution thereof).



 


		(g)	Promptly upon obtaining knowledge that security interest granted by the Issuer to the Trustee pursuant
to this Indenture in any Portfolio Asset ceases to be a valid first priority security interest, the Issuer shall notify UBS whether
(1) such Portfolio Asset will be secured by such security interest or Lien in, to or on such specified collateral within a
period of not more than five Business Days or (2) the Issuer will sell such Portfolio Asset pursuant to Section 12.1(b).



 




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		7.6	Opinions as to Security Interests



 


On any date (a) after April 1, 2022
but before April 28, 2022 and (b) after April 1, 2027 but before April 28, 2027, the Issuer shall furnish to the Trustee an
Opinion of Counsel relating to (i) the security interest Granted by the Issuer to the Trustee, stating that, as of the date
of such opinion, the lien and security interests created by this Indenture with respect to the Collateral remain in effect and
that no further action (other than as specified in such opinion) needs to be taken to ensure the continued effectiveness of such
lien over the next five years and (ii) the back-up security interest Granted by the Sole Member (or any Affiliate thereof)
to the Issuer and Trustee, stating that, as of the date of such opinions, the lien and security interest created by the Master
Loan Purchase Agreement with respect to the related Loans remain in effect and that no further action (other than as specified
in such opinion) needs to be taken to ensure the continued effectiveness of such lien over the next five years.


 


		7.7	Performance of Obligations



 


		(a)	The Issuer shall not take any action that would release any Person from any of such Person’s
covenants or obligations under any instrument included in the Collateral, except (i) in the case of enforcement action taken
with respect to any Defaulted Obligation in conformity, to the extent applicable, with this Indenture, (ii) actions by the
Collateral Manager under the Collateral Management Agreement and, to the extent applicable, in conformity with this Indenture or
as otherwise required hereby (including consenting to any amendment or modification to the documents governing any Portfolio Asset)
or (iii) actions by the Liquidation Agent pursuant to Section 12.1(c); provided, however, that the Issuer
shall not be required to take any action following the release of any Portfolio Asset Obligor under any Portfolio Asset to the
extent such release is completed pursuant to the Underlying Instruments related to such Portfolio Asset in accordance with their
terms.



 


		(b)	The Issuer may, with the prior written consent of each Holder (except in the case of the Collateral
Management Agreement, the Liquidation Agent Appointment Letter and the Collateral Administration Agreement, in which case no consent
shall be required), contract with other Persons, including the Collateral Manager, the Trustee and the Collateral Administrator
for the performance of actions and obligations to be performed by the Issuer hereunder and under the Collateral Management Agreement
or the Collateral Administration Agreement. Notwithstanding any such arrangement, the Issuer shall remain primarily liable with
respect thereto. In the event of such contract, the performance of such actions and obligations by such Persons shall be deemed
to be performance of such actions and obligations by the Issuer; and the Issuer will punctually perform, and use its best efforts
to cause the Collateral Manager, the Trustee, the Collateral Administrator and such other Person to perform, all of their obligations
and agreements contained in the Collateral Management Agreement, this Indenture, the Collateral Administration Agreement or any
such other agreement.



 




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		7.8	Negative Covenants



 


		(a)	The Issuer will not at any time 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 Collateral, except as expressly permitted by this Indenture
or by 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) or pursuant to an agreement with a Governmental Authority);



 


		(iii)	incur or assume or guarantee any Indebtedness, other than the Notes, this Indenture and the transactions
contemplated hereby;



 


		(iv)	issue any additional class of securities (other than the Notes) or any additional equity interests
including, without limitation, any additional shares;



 


		(v)	as and to the extent the following are within the Issuer’s power and control, permit the
validity or effectiveness of this Indenture or any Support Document or any Grant hereunder or thereunder 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;



 


		(vi)	except as permitted by this Indenture, take any action that would permit the Lien of this Indenture
(subject only to Permitted Liens) not to constitute a valid first priority security interest in the Collateral;



 


		(vii)	amend the Collateral Management Agreement (except pursuant to the terms thereof and Article 15
of this Indenture), the Issuer Account Control Agreement (except pursuant to the terms thereof) or the Equity Contribution Agreement
(except pursuant to the terms thereof);



 


		(viii)	dissolve or liquidate in whole or in part, except as permitted hereunder or required by applicable
law;



 


		(ix)	other than as otherwise expressly provided herein, pay any distributions other than in accordance
with the Priority of Payments;



 


		(x)	permit the formation of any subsidiaries;



 


		(xi)	conduct business under any name other than its own;



 




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		(xii)	have any employees (other than directors or officers to the extent they are employees);



 


		(xiii)	sell, transfer, exchange or otherwise dispose of Collateral, 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 Collateral, except as expressly permitted by this
Indenture or the Collateral Management Agreement;



 


		(xiv)	acquire or hold an interest in any property (including contractual rights in, to or under any agreement)
other than (A) Portfolio Assets, (B) Eligible Investments, or (C) the Issuer’s right, title and interest in
the Transaction Documents, unless otherwise expressly permitted by this Indenture;



 


		(xv)	enter into or become party to any swap agreement or hedging transaction; or



 


		(xvi)	apply cash proceeds of the issuance of Notes for any purpose other than as described in Section 3.3.



 


		(b)	The Issuer will 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 (i) any agreements related to the purchase and sale of any Portfolio Assets or Eligible Investments
which contain customary purchase or sale terms or which are documented using customary loan trading documentation and (ii) any
Underlying Instruments.



 


		(c)	The Issuer may not acquire any of the Notes (including any Notes surrendered or abandoned).



 


		(d)	The Issuer shall not hold Cash in any accounts other than the Accounts and shall not permit any
Interest Collections or Principal Collections to be paid into any account except the Collection Account. In the event that any
Interest Collections or Principal Collections are paid to any account other than the Collection Account, the Issuer shall procure
that such funds are promptly transferred to the Collection Account.



 


		(e)	The Issuer shall not, without the prior written consent of the Majority Holders and UBS, accept
any capital contribution from any Person, other than a capital contribution that is expressly required to be made by the Sole Member
in accordance with Section 2 or 3 of the Equity Contribution Agreement. The Issuer shall instruct the Trustee to promptly
return to the relevant Person any such capital contribution received from any such Person that is not made in accordance with Section 2
or 3 of the Equity Contribution Agreement. For the avoidance of doubt, the foregoing shall be without prejudice to the right of
the Issuer to receive and credit to the relevant account in accordance with Section 10 hereof any Interest Collections or
Principal Collections received in respect of Portfolio Assets.



 




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		7.9	Statement as to Compliance



 


At the request of the Trustee (at the direction
of the Majority Holders), on or before March 1 in each calendar year commencing 2018, or immediately if there has been a Default
under this Indenture of which an Authorized Representative of the Issuer is aware, the Issuer shall deliver to the Trustee (to
be forwarded by the Trustee to the Collateral Manager and each Holder making a written request therefor) a 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.


 


		7.10	Issuer May Not Consolidate Except on Certain Terms



 


The Issuer will not consolidate or merge
with or into any other Person, or transfer or convey all or substantially all of the assets of the Issuer to another Person, in
each case without the prior consent of each Holder.


 


		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 Issuer
is not the surviving corporation, the successor entity shall succeed to, and be substituted for, and may exercise every right and
power of, the Issuer 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 7 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.


 


		7.12	No Other Business



 


The Issuer shall not have any employees
(other than directors or officers to the extent they are employees) and shall not engage in any business or activity other than
issuing, paying and redeeming the Notes issued pursuant to this Indenture, acquiring, holding, selling, exchanging, redeeming and
pledging, solely for its own account, Portfolio Assets, Eligible Investments and other Collateral permitted by this Indenture,
and other activities incidental thereto, including entering into, and performing its obligations under, the Transaction Documents
and Underlying Instruments to which it is a party and other documents contemplated thereby and/or incidental thereto. The Issuer
shall not hold itself out as originating loans, lending funds or securities, making a market in loans or other assets or selling
loans or other assets to customers or as willing to enter into, assume, offset, assign or otherwise terminate positions in derivative
financial instruments with customers. The Issuer shall not solicit the amendment of its Constitutive Documents without prior written
consent of the Trustee, the Liquidation Agent and each Holder (unless such amendment could not reasonably be expected to materially
adversely affect any of the Issuer, the Holders, the Collateral, the Liquidation Agent or the interests of the Trustee and Issuer
therein). The Issuer shall provide the Trustee and the Liquidation Agent with a true and complete copy of its Constitutive Documents
and any amendments thereto within a reasonable time after request thereof by the Liquidation Agent.


 




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		7.13	Acquisition of Assets



 


Other than (i) as expressly required or
permitted by the Equity Contribution Agreement, (ii) Eligible Investments expressly permitted hereunder and (iii) payments or other
distributions on or with respect to Portfolio Assets or such Eligible Investments, the Issuer shall not acquire any asset unless
such asset is a Portfolio Asset and (a) such Portfolio Asset, and the acquisition thereof, complies with the requirements
of Section 12.2 and (b) the purchase of such Portfolio Asset is financed with (x) proceeds of the issuance of the Notes
on the Closing Date or the funding of the Subsequent Advance on the Delayed Draw Funding Date, (y) Principal Collections,
including any proceeds thereof or income therefrom or (z) a combination of (x) and (y).


 


		7.14	Reporting



 


At any time when the Issuer is not subject
to Section 13 or 15(d) of the Exchange Act and is 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 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.


 


		7.15	Certain Tax Matters



 


		(a)	The Issuer shall cause itself to be, as of the Closing Date and for as long as any Notes are outstanding,
directly or indirectly, an entity disregarded from a U.S. organized entity taxable as a corporation (“Tax Owner”)
for U.S. federal tax purposes, and shall not take any action that would result in the Issuer being classified as a partnership
or as an association taxable as a corporation for U.S. Federal tax purposes.



 




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The Issuer
further represents that its Tax Owner has timely filed all material Tax returns and reports required to be filed with any governmental
authority, and has paid all material Taxes, assessments, fees and other governmental charges levied or imposed by any governmental
authority upon it or its properties, income or assets otherwise due and payable, except those that are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.
The Issuer also covenants that its Tax Owner will pay all material taxes imposed upon such Tax Owner or any of such Tax Owner’s
properties or assets or in respect of any of its income, businesses or franchises, or for which it otherwise is liable, before
any penalty or fine accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for
sums that have become due and payable and that by law have or may become a lien upon any of its properties or assets, prior to
the time when any penalty or fine shall be incurred with respect thereto; provided, that no such tax or claim need be paid to the
extent (i) either the amount thereof is immaterial or the amount or validity thereof is currently being contested in good faith
by appropriate proceedings, (ii) adequate reserves in conformity with GAAP with respect thereto have been made or provided therefor
and (iii) such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of
the Issuer’s assets or any interest therein.


 


		(b)	The Issuer shall undertake all reasonable steps to the extent necessary to secure FATCA Compliance
to the extent applicable.



 


		(c)	The Issuer shall file, or cause to be filed, any tax returns, including information tax returns,
required by any Governmental Authority.



 


		(d)	Notwithstanding anything herein to the contrary, the Collateral Manager, the Issuer, the Trustee,
the Collateral Administrator, the Liquidation Agent, 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. federal, state
and local 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. federal, state
and local tax treatment and tax structure does not permit disclosure of the names of or other information identifying the Collateral
Manager, the Issuer, the Trustee, the Collateral Administrator, the Liquidation Agent, the Holders or any other party to the transactions
contemplated by this Indenture, the issuance and sale of the Notes or the pricing (except to the extent such information is relevant
to U.S. federal, state and local tax structure or tax treatment of such transactions).



 


		(e)	The Issuer shall not be obligated to pay any additional amounts to Holders or beneficial owners
of Notes as a result of any deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental
charges in respect of the Notes or any Portfolio Asset.



 


		(f)	The Issuer and the Trustee, by entering into this Indenture, and each Holder and beneficial owner
of a Class A Note, by acceptance of its Class A Note or beneficial interest therein, shall be deemed to agree to treat
the Class A Notes as equity interests in the Issuer for U.S. federal and applicable state and local tax purposes.



 




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		7.16	Restricted Transactions



 


In accordance with the U.S. Unlawful
Internet Gambling Act (the Gambling Act), the Issuer may not use the Accounts or other facilities of the Bank in
the United States to process “restricted transactions” as such term is defined in U.S. 31 CFR Section 132.2(y).


 


		7.17	[Reserved]



 


		7.18	Compliance with Laws



 


The Issuer will comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


		8.	Supplemental Indentures



 


		8.1	Supplemental Indentures Without Consent of Holders of Notes



 


Without the consent of any Holders (except
any consent required by clause (c) or (f) below and except for the consent of any Holders that would be materially and
adversely affected by such supplemental indenture), but only with the prior written consent of the Collateral Manager, the Issuer,
the Liquidation Agent and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on
an Officer’s certificate as to factual matters provided by the Issuer or the Collateral Manager on behalf of the Issuer)
being provided to the Issuer and the Trustee (except in the case of clause (c) or (f) below for which no such Opinion of Counsel
shall be required if the consent of each Holder has been obtained as required thereunder), and a certificate described in Section 8.3(b),
enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following
purposes:


 


		(a)	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;



 


		(b)	to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties;



 


		(c)	to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the
conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery
of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered
into pursuant to this clause (c), the consent to such supplemental indenture has been obtained from each Holder;



 


		(d)	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;



 




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		(e)	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;



 


		(f)	to modify the restrictions on and procedures for resales and other transfers of Notes to reflect
any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon
any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and
transfer to the extent not required thereunder, provided that, if the Holders would be materially and adversely affected
by such supplemental indenture entered into pursuant to this clause (f), the consent to such supplemental indenture has been
obtained from each Holder;



 


		(g)	otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this
Indenture;



 


		(h)	to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject
to (or necessary or advisable to reduce) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance
or to prevent the Issuer from being subject to U.S. federal, state or local income tax on a net income basis;



 


		(i)	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;



 


		(j)	to amend, modify or otherwise accommodate changes to this Indenture to comply with: (A) any
rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date; or (B) any
rule or regulation enacted by regulatory agencies of the United States federal government before the Closing Date if the interpretation
or enforcement thereof has been affected by any amendment, supplement, guidance, directive or interpretative statement issued by
any such regulatory agency after the Closing Date; that in each case are applicable to the Notes or the transactions contemplated
by this Indenture;



 


		(k)	to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation
with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Notes to not
be considered an “ownership interest” as defined for purposes of the Volcker Rule or (B) for the Issuer to not
otherwise be considered a “covered fund” as defined for purposes of the Volcker Rule, in each case so long (1) as
any such modification or amendment would not have a material adverse effect on any Notes, as evidenced by an Opinion of Counsel
(which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other
documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment
is approved in writing by a supermajority (66 2/3% based on the aggregate principal amount of Notes held by the Section 13
Banking Entities) of the Section 13 Banking Entities (voting as a single class); or



 




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		(l)	to take any action necessary or advisable to implement the Bankruptcy Subordination Agreement;
or (A) issue new certificates or divide a Bankruptcy Subordinated Class into one or more sub-classes, in each case with new
identifiers (including CUSIPs); provided that any certificate or sub-class of a Bankruptcy Subordinated Class issued pursuant
to this clause will be issued on identical terms (other than with respect to payment rights being modified pursuant to the Bankruptcy
Subordination Agreement) with the existing Notes of such Bankruptcy Subordinated Class and (B) provide for procedures under
which beneficial owners of Notes of such Bankruptcy Subordinated Class that are subject to the Bankruptcy Subordination Agreement
will receive an interest in such new certificate or sub-class.



 


		8.2	Supplemental Indentures With Consent of Holders of Notes



 


The Trustee and the Issuer shall not execute
any indenture supplemental hereto to add any provisions to, or change in any manner or eliminate any of the provisions of, this
Indenture or modify in any manner the rights of the Holders under this Indenture without the written consent of each Holder, the
Liquidation Agent and the Collateral Manager, except in each case as otherwise permitted under Section 8.1.


 


		8.3	Execution of Supplemental Indentures



 


		(a)	The Trustee shall join in the execution of any such supplemental indenture and to make any further
appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any
such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture
or otherwise, except to the extent required by law.



 




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		(b)	With respect to any supplemental indenture permitted by Article 8, the Trustee and the Issuer shall
be entitled to receive and conclusively rely upon (A) an Opinion of Counsel (stating that the supplemental indenture is authorized
or permitted by the Indenture and all conditions precedent have been satisfied) as to matters of law (which do not include whether
or not the Holders would be materially and adversely affected by a supplemental indenture), 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), and (B) with respect to matters of fact (including whether or not
the Holders would be materially and adversely affected by a supplemental indenture), a certificate of the Issuer, the Collateral
Manager, any investment banking firm or other Independent expert familiar with the market for the Notes pursuant to Section 8.4;
provided that, for any supplemental indenture (other than any supplemental indenture entered into pursuant to sub-clauses (c)
and (f) of Section 8.1 for which the consent of the Holders of the Notes would not otherwise be required except as expressly
set forth in such clauses) if Holders of Notes representing at least 50% of the Aggregate Outstanding Amount of the Notes have
provided notice to the Trustee at least one Business Day prior to the execution of such supplemental indenture that the Holders
would be materially and adversely affected thereby, the Trustee shall not be entitled so to rely upon a certificate of the Issuer,
the Collateral Manager, any investment banking firm or other Independent expert as to whether or not the Holders would be materially
and adversely affected by such supplemental indenture and the Trustee shall not enter into such supplemental indenture without
the prior written consent of each Holder. Such determination shall be conclusive and binding on all present and future Holders.
In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications
thereby of the trusts created by this Indenture, the Trustee and the Issuer 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 delivered pursuant to this paragraph. Neither the Trustee
nor the Issuer shall be liable for any reliance made in good faith upon such an Opinion of Counsel or a certificate of the Issuer,
the Collateral Manager, any investment banking firm or other Independent expert pursuant to Section 8.4.



 


		(c)	At the cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than fifteen
Business Days prior to the execution of any proposed supplemental indenture pursuant to Section 8.1, the Trustee shall deliver
to the Collateral Manager, the Collateral Administrator and the Holders a notice attaching a copy of such supplemental indenture
and indicating the proposed date of execution of such supplemental indenture. Following such delivery by the Trustee, if any changes
are made to such 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 five Business 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 fifteen Business Days after the initial distribution of such proposed supplemental indenture pursuant
to the first sentence of this Section 8.3(c)), the Trustee shall deliver to the Collateral Manager, the Collateral Administrator
and the Holders a copy of such supplemental indenture as revised, indicating the changes that were made. At the cost of the Issuer,
the Trustee shall provide to the Holders a copy of the executed supplemental indenture after its execution. Any failure of the
Trustee to publish or deliver such copy of the executed supplemental indenture shall not in any way impair or affect the validity
of any such supplemental indenture.



 


		(d)	It shall not be necessary for any consent or Act of any Holders of Notes to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any such Holders to such proposed supplemental
indenture is required, that such Act or consent shall approve the substance thereof.



 


		(e)	The Issuer agrees that it will not permit to become effective any supplement or modification to
this Indenture which would (i) increase the duties or liabilities of, reduce or eliminate any right or privilege of (including
as a result of an effect on the amount or priority of any fees or other amounts payable to the Collateral Manager), or adversely
change the economic consequences to, the Collateral Manager, (ii) modify the restrictions on the Sales of Portfolio Assets
or (iii) expand or restrict the Collateral Manager’s discretion, and the Collateral Manager shall not be bound thereby,
in each case, unless the Collateral Manager shall have consented in advance thereto in writing.



 




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		8.4	Determination of Effect on Holders



 


		(a)	Unless notified prior to the execution of a supplemental indenture by Holders of Notes representing
at least 50% of the Aggregate Outstanding Amount of the Notes that the Holders of the Notes would be materially and adversely affected
as set forth in Section 8.3(b), the determination of whether any Holder is materially adversely affected by any proposed supplemental
indenture under this Article 8 shall be made based on a certificate of any of the Issuer, the Collateral Manager, any investment
banking firm or other Independent expert familiar with the market for the Notes as to the economic effect of the proposed supplemental
indenture. Such determination shall be conclusive and binding on all present and future Holders.



 


		(b)	The Trustee is hereby authorized to 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 (or, for so long as the Bank is also the Collateral
Administrator, the Collateral Administrator’s) own rights, duties, liabilities or immunities under this Indenture or otherwise,
except to the extent required by law.



 


		(c)	The Trustee shall not be liable for any such determination made in good faith and in reliance upon
any certificate referred to in Section 8.4(a), if applicable, and an Opinion of Counsel delivered to the Trustee as described
in Section 8.3.



 


		8.5	Effect of Supplemental Indentures



 


Upon the execution of any supplemental
indenture under this Article 8, 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.


 


		8.6	Reference in Notes to Supplemental Indentures



 


Notes authenticated and delivered, including
as part of a transfer, exchange or replacement pursuant to Article 2 of Notes originally issued hereunder, after the execution
of any supplemental indenture pursuant to this Article 8 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, upon Issuer Order, authenticated
and delivered by the Trustee in exchange for Outstanding Notes.


 




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		9.	Redemption of Notes



 


		9.1	Optional Redemption



 


		(a)	Except as provided in this Section 9.1, Section 9.2 or Section 11.1, the Notes shall
not be prepaid prior to their Stated Maturity.



 


		(b)	The Issuer (at the direction of the Collateral Manager), not more frequently than (1) prior
to the two-year anniversary of the Closing Date, five (5) times in any calendar year and (2) on or after the two-year
anniversary of the Closing Date, once in any calendar month, may optionally redeem the Notes in whole or in part pursuant to this
Section 9.1 on any Redemption Date subject to the following conditions:



 


		(i)	any such prepayment of the Notes on any Redemption Date shall be in an Aggregate Outstanding Amount
determined by the Collateral Manager on behalf of the Issuer that is no less than the lesser of (x) $25,000,000 and (y) the
Aggregate Outstanding Amount of the Notes at such time;



 


		(ii)	such prepayment shall be paid from Principal Collections standing to the credit of the Collection
Account;



 


		(iii)	such prepayment shall be paid to Holders ratably (such that each Holder shall receive an amount
equal to the aggregate Redemption Price for the Aggregate Outstanding Amount of the Notes being so redeemed multiplied by a percentage
equal to (x) the Aggregate Outstanding Amount of the Notes held by such Holder on the related Record Date divided by (y) the
Aggregate Outstanding Amount of the Notes on the related Record Date); provided that if requested by the Collateral Manager
the Holders of 100% of the Aggregate Outstanding Amount of the Notes may elect to receive less than 100% of the Redemption Price
that would otherwise be payable to the Holders of the Notes;



 


		(iv)	such prepayment shall result in the payment in full of all Priority Administrative Expenses that
are unpaid as of such Redemption Date;



 


		(v)	in the case of any Optional Redemption, no Event of Default has occurred and is continuing at the
time of such Optional Redemption; and



 


		(vi)	the Issuer, or the Collateral Manager on its behalf, shall have provided an Officer’s certificate
to the Trustee confirming that the foregoing conditions are satisfied.



 


		(c)	In the event of any redemption pursuant to this Section 9.1, the Collateral Manager on behalf
of the Issuer shall, at least five Business Days prior to the Redemption Date (or such shorter time as agreed to by the Trustee),
notify the Trustee and the Liquidation Agent in writing of such Redemption Date, the applicable Record Date, the principal amount
of Notes to be redeemed on such Redemption Date and the Redemption Price.



 




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		9.2	Tax Redemption



 


		(a)	The Notes shall be redeemed in whole but not in part (any such redemption, a Tax Redemption)
at the written direction (delivered to the Trustee, the Issuer and the Collateral Manager no later than ten Business Days prior
to the Redemption Date, or such shorter time as agreed to by the Trustee) of the Majority Holders following the occurrence and
continuation of a Tax Event if such Tax Event would result in the Issuer having a net tax liability (without regard to any amounts
required to be withheld in respect of payments made to any Holder) in an aggregate amount in any Monthly Period in excess of $1,000,000;
provided that if requested by the Collateral Manager the Holders of 100% of the Aggregate Outstanding Amount of the Notes
may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of the Notes.



 


		(b)	Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall notify
the Collateral Manager and the Holders thereof pursuant to Section 9.3.



 


		9.3	Redemption Procedures



 


		(a)	In the event of any redemption pursuant to Section 9.1 or 9.2, a notice of redemption shall
be provided not later than five Business Days prior to the applicable Redemption Date, to each Holder of Notes, at such Holder’s
address in the Note Register. Notes called for redemption in whole must be surrendered at the office of any Paying Agent.



 


		(b)	All notices of redemption delivered pursuant to Section 9.3(a) shall state:



 


		(i)	whether such redemption is (A) an Optional Redemption or (B) a Tax Redemption;



 


		(ii)	the applicable Redemption Date;



 


		(iii)	the expected Redemption Prices of the Notes to be redeemed and the amount of any accrued interest
on such Notes that will be paid in accordance with the Priority of Payments on the applicable Redemption Date;



 


		(iv)	that all (or the applicable portion) of the Notes to be redeemed are to be redeemed in full and
that interest on such Notes (or the applicable portion thereof) shall cease to accrue on the Payment Date specified in the notice;
and



 


		(v)	in the case of an Optional Redemption or Tax Redemption, in each case, in whole of the Notes, the
place or places where Notes are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the
Issuer to be maintained as provided in Section 7.2.



 




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The Issuer (at the direction
of the Collateral Manager) may withdraw any such notice of redemption delivered pursuant to Section 9.3 on any day up to and
including the first Business Day immediately preceding the applicable Payment Date. Any withdrawal of such notice of an Optional
Redemption will be made by written notice to the Trustee and the Liquidation Agent. If the Issuer so withdraws or is deemed to
withdraw any notice of an Optional Redemption, the proceeds received from the Sale of any Portfolio Assets and other Collateral
sold in contemplation of such redemption may, at the Collateral Manager’s sole discretion, be reinvested in accordance with
Section 12.2 (to the extent reinvestment is permissible in accordance with the provisions thereof). If any notice of Optional
Redemption is neither withdrawn nor deemed to have been withdrawn and the proceeds of any Sale of the Portfolio Assets are not
sufficient to pay the Redemption Price of the Notes (or the applicable portion thereof that would otherwise have been redeemed),
including as a result of the failure of any Sale of all or any portion of the Portfolio Assets to settle on the Business Day immediately
preceding the applicable Redemption Date, (I) the Notes (or the applicable portion thereof that would otherwise have been
redeemed) will be due and payable on such Redemption Date and (II) all available proceeds from the Sale of the Portfolio Assets
(net of any expenses incurred in connection with such Sale) will be distributed in accordance with the Priority of Payments and
the Aggregate Outstanding Amount of the Notes shall be reduced by the amount of such distribution.


 


Notice of redemption pursuant
to Section 9.3(a) 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.


 


		(c)	Notwithstanding anything to the contrary in Article 8, with respect to any redemption (or
proposed redemption) of Notes hereunder, the provisions of this Article 9 may be waived or modified with the written consent
of the Issuer and the Liquidation Agent. The Trustee shall be fully protected by relying solely on any such written consent (without
the need to obtain an opinion of counsel described in Article 8).



 


		9.4	Notes Payable on Redemption Date



 


		(a)	Notice of redemption pursuant to Section 9.3 having been given as aforesaid, the Notes (or
the applicable portion thereof) to be redeemed shall, on the Redemption Date, subject to Section 9.3(c) and the Issuer’
right to withdraw any notice of redemption pursuant to Section 9.3(b), 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 (or the applicable portion thereof) being so redeemed shall cease to bear interest on the Redemption
Date. Upon final payment on a Note to be so redeemed in whole and not in part, 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 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 such presentation or surrender, if the Trustee and the Issuer shall have been furnished such security or indemnity
as may be required by them to save each of them harmless and an undertaking thereafter to surrender such Note. Payments of interest
on Notes so to be redeemed which are payable on the Redemption Date shall be payable pursuant to Section 11.1(a) to the Holders
of such 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 2.5(e).



 




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		(b)	If any Note called for redemption in full shall not be paid upon surrender thereof for redemption,
the Holder thereof shall continue to have the right to receive its ratable share of all Interest Collections and Principal Collections
payable to Holders pursuant to Section 11.1(a) and 11.1(b); provided that the reason for such non-payment is not the
fault of the relevant Holder.



 


		10.	Accounts, Accountings and Releases



 


		10.1	Collection of Cash



 


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 Cash and other property payable to or receivable by the Trustee pursuant to this
Indenture, including all payments due on the Collateral, in accordance with the terms and conditions of such Collateral. The Trustee
shall segregate and hold all such Cash and property received by it in trust for the Holders of the Notes and shall apply it as
provided in this Indenture. Each Account shall be established and maintained with (a) a Federal or state-chartered depository
institution rated (1) at least “A-1” by S&P (or at least “A+” by S&P if such institution has
no short-term rating) and if such institution’s rating falls below “A-1” by S&P (or below “A+”
by S&P if such institution has no short-term rating), the assets held in such Account shall be moved within 60 calendar days
to another institution that is rated at least “A-1” by S&P (or at least “A+” by S&P if such institution
has no short-term rating) and (2) at least “P-1” by Moody’s (or at least “A1” by Moody’s
if such institution has no short-term rating) and if such institution’s rating falls below “P-1” by Moody’s
(or below “A1” by Moody’s if such institution has no short-term rating), the assets held in such Account shall
be moved within 60 calendar days to another institution that is rated at least “P-1” by Moody’s (or at least
“A1” by Moody’s if such institution has no short-term rating) or (b) in segregated securities accounts with
the corporate trust department of a Federal or state-chartered deposit institution 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 $200,000,000. All Cash deposited in the Accounts shall be invested only in Eligible Investments
or Portfolio Assets in accordance with the terms of this Indenture. To avoid the consolidation of the Collateral of the Issuer
with the general assets of the Bank under any circumstances, the Trustee shall comply, and shall cause the Custodian to comply,
in respect of the Collateral, with all law applicable to it as a national bank with trust powers holding segregated trust assets
in a fiduciary capacity; provided that the foregoing shall not be construed to prevent the Trustee or Custodian from investing
the Collateral of the Issuer in Eligible Investments described in clause (ii) of the definition thereof that are obligations
of the Bank.





 




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		10.2	Collection Account





 


		(a)	In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall,
prior to the Closing Date, cause to be established by the Custodian three segregated securities accounts, one of which will be
designated the “Interest Collection Subaccount”, one of which will be designated the “Principal
Collection Subaccount” and one of which shall be designated the “Sold PI Loan Collection Subaccount”)
(and which together will comprise the Collection Account), each in the name of the Issuer, each of which (other than the Sold PI
Loan Collection Subaccount) subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit
of the Secured Parties and each of which shall be maintained with the Custodian and in the case of the Collection Account (other
than the Sold PI Collection Subaccount) in accordance with the Issuer 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 10.4(a), immediately
upon receipt thereof, (i) all proceeds received from the disposition of any Collateral to the extent such proceeds constitute
“Interest Collections” and (ii) all other Interest Collections (unless simultaneously reinvested in Eligible Investments).
The Issuer (or the Collateral Manager on its behalf) shall promptly identify in writing to the Trustee the identity of any Loan
which becomes a Sold Participation Interest Loan and the MPA Counterparty in respect thereof, and the Trustee shall be entitled
to receive and rely upon any directions requested from the Collateral Manager regarding the designation of the Sold PI Loan Collections
thereon. The Trustee shall deposit immediately upon receipt thereof all Sold PI Loan Collections remitted to the Collection Account
into the Sold PI Loan Collection Subaccount. The Trustee shall deposit immediately upon receipt thereof all other amounts (other
than those referred to in the forgoing three sentences) remitted to the Collection Account into the Principal Collection Subaccount,
including in addition to the deposits required pursuant to Section 10.4(a), all Principal Collections (unless simultaneously
reinvested in additional Portfolio Assets in accordance with Section 10.2(c) and Article 12 or in Eligible Investments),
all cash proceeds of issuance of the Notes and all amounts contributed in the form of Cash by the Sole Member pursuant to Section
3 of the Equity Contribution Agreement which are required pursuant to the terms thereof to be deposited in the Principal Collection
Subaccount. All Cash deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee
as part of the Collateral and shall be applied to the purposes herein provided or to make withdrawals from the Principal Collections
Subaccount for deposit in the Portfolio Gains Account as required pursuant to Section 3 of the Equity Contribution Agreement. Subject
to Section 10.2(c), amounts in the Collection Account (other than the Sold PI Loan Collection Subaccount) shall be reinvested pursuant
to Section 10.4(a). Amounts in the Sold PI Loan Collection Subaccount shall remain uninvested.



 


		(b)	The Trustee, within one Business Day after receipt of any distribution or other proceeds in respect
of the Collateral which are not Cash, shall so notify the Issuer and the Liquidation Agent, and 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 need not be required to sell such distributions or other proceeds if it delivers
an Issuer Order or an Officer’s certificate to the Trustee and the Liquidation Agent certifying that such distributions or
other proceeds constitute (i) Portfolio Assets that would have satisfied the requirements of Section 12.2 on the date
of receipt thereof had they been acquired directly by the Issuer or (ii) Eligible Investments.



 




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		(c)	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
Collections (together with Interest Collections but only to the extent used to pay for accrued interest or capitalized interest
on an additional Portfolio Asset) and reinvest such funds in additional Portfolio Assets or exercise a warrant held in the Collateral,
in each case in accordance with the requirements of Article 12 and such Issuer Order.



 


		(d)	At any time, the Collateral Manager on behalf of the Issuer shall 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 Collections and deposit such funds in the Delayed-Draw/Committed Proceeds/Revolver Account to the extent necessary for
the Issuer to comply with funding requirements on Delayed-Draw Loans, Committed Proceeds Assets and Revolver Loans.



 


		(e)	The Collateral Manager, with the consent of the Liquidation Agent, 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 Principal Collection Subaccount on any Business Day during any Monthly Period any amount required to exercise a warrant or
right to acquire securities in lieu of debts previously contracted with respect to any Portfolio Asset held in the Collateral in
accordance with the requirements of Article 12 and such Issuer Order.



 


		(f)	The Trustee shall transfer to the Payment Account, from the Collection Account (other than the
Sold PI Loan Collection Subaccount), for application pursuant to Section 11.1, no later than the close of business on the
Business Day immediately preceding each Payment Date and any Redemption Date, the amount set forth to be so transferred in the
Payment Date Report for such Payment Date; provided that the aggregate amount of Principal Collections so transferred for
application to the payment of principal of the Notes on any Redemption Date shall not exceed the aggregate outstanding principal
amount of Notes being redeemed on such Redemption Date pursuant to Article 9.



 


		(g)	Notwithstanding anything to the contrary in this Section 10.2 and regardless of whether a Default
or Event of Default has occurred and is continuing, the Collateral Manager, on behalf of the Issuer, hereby directs the Trustee
to, and the Trustee shall, within one Business Day after receipt of Sold PI Loan Collections, pay such Sold PI Loan Collections
to the relevant MPA Counterparty. The Issuer (or the Collateral Manager on its behalf) shall provide, or cause to be provided,
to the Trustee all necessary wiring instructions and other relevant information necessary for such distributions.






 




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		10.3	Transaction Accounts





 


		(a)	Payment Account. In accordance with this Indenture and the Issuer Account Control Agreement,
the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing
securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as 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 Issuer Account Control Agreement. 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 to make other payments contemplated by the Priority of Payments. The Issuer
shall not have any legal, equitable or beneficial interest in the Payment Account. Amounts in the Payment Account shall remain
uninvested.



 


		(b)	Custodial Account. In accordance with this Indenture and the Issuer Account Control Agreement,
the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing
securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as 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 Issuer Account Control Agreement. All Portfolio Assets 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 and the Liquidation Agent 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.



 




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		(c)	Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement,
the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated securities account
in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit
of the Secured Parties, which shall be designated as the Expense Account, which shall be maintained with the Custodian in accordance
with the Issuer Account Control Agreement. On the Closing Date, an amount equal to $100,000 shall be deposited into the Expense
Account by the Sole Member for use pursuant to this Section 10.3(c). From time to time after the Closing Date, Required Expense
Equity Contributions contributed by the Sole Member to the Issuer pursuant to the Equity Contribution Agreement as a result of
a Expense Contribution Event (as defined in the Equity Contribution Agreement), shall be deposited into the Expense Account for
use pursuant to this Section 10.3(c) at the times and in the amounts set forth in Section 2 of the Equity Contribution
Agreement. In addition, on any Payment Date, funds that were previously transferred from the Interest Collection Subaccount to
the Payment Account may be transferred into the Expense Account at the direction of the Collateral Manager pursuant to Section 11.1(a).
On any Business Day from and including the Closing Date, the Trustee shall apply funds from the Expense Account, as directed by
the Collateral Manager, (A) to pay expenses of the Issuer incurred in connection with the establishment of the Issuer and
the structuring and consummation of the offering and the issuance of the Notes, (B) from time to time to pay accrued and unpaid
Priority Administrative Expenses of the Issuer, in the order set forth in the definition of Priority Administrative Expenses (provided,
however, that no direction from the Collateral Manager will be required to pay expenses owed to the Trustee, the Bank (in
any of its capacities, including as Collateral Administrator)) and other Administrative Expenses (which shall be paid subsequent
to the payment of Priority Administrative Expenses and in the order set forth in the definition of Administrative Expenses) and
(C) to pay expenses attributable to tax and accounting compliance and reporting for the Issuer. All funds on deposit in the
Expense Account will be invested in Eligible Investments at the direction of the Collateral Manager. Any income earned on amounts
deposited in the Expense Account will be deposited in the Interest Collection Subaccount upon receipt thereof. All amounts remaining
on deposit in the Expense Account after all expenses (and anticipated expenses) and the Notes have been paid in full or otherwise
terminated, will be deposited by the Trustee into the Principal Collection Subaccount for application as Principal Collections
pursuant to Section 11.1(b). For the avoidance of doubt, prior to the payment in full or otherwise termination of the Notes,
no amount standing to the credit of the Expense Account may be transferred to any other Account. If on any date the sum of Cash
and Eligible Investments then credited to the Expense Account is less than $100,000, the Trustee shall so inform the Collateral
Manager, the Liquidation Agent and the Sole Member and the Sole Member shall be required, pursuant to the Equity Contribution Agreement
and within five Business Days of such notification, to make a Required Expense Equity Contribution to the Issuer and the Trustee
shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee to deposit into the Expense
Account all Required Expense Equity Contribution amounts received by the Issuer pursuant to Section 2(a) of the Equity Contribution
Agreement.



 


In connection with the application
of funds from the Expense Account to pay Priority Administrative Expenses or other Administrative Expenses of the Issuer in accordance
with this Section 10.3(c), the Trustee shall remit such funds, to the extent available, as directed and designated in an Issuer
Order (which may be in the form of standing instructions, including standing instructions to pay Priority Administrative Expenses
and other Administrative Expenses in the order required by this Section 10.3(c) in such amounts on any Payment Date and to
such entities as indicated in the Payment Date Report in respect of such Payment Date) delivered by the Issuer or the Collateral
Manager to the Trustee no later than the Business Day prior to the date of payment of such Priority Administrative Expense.


 


		(d)	Delayed-Draw/Committed Proceeds/Revolver Account. Upon the purchase of any Delayed-Draw
Loan, Committed Proceeds Asset or Revolver Loan not listed on Schedule 1 hereto, funds in an amount equal to the sum of (i) the
amounts required to fund the purchase of such Committed Proceeds Asset and (ii) the undrawn portion of any such Delayed-Draw
Loan or Revolver Loan, as the case may be, shall be withdrawn at the direction of the Collateral Manager from the Principal Collections
Subaccount and deposited by the Trustee in a single, segregated non-interest bearing trust account established at the Custodian
and held in the name of the Issuer subject to the security interest of the Trustee for the benefit of the Secured Parties (the
Delayed-Draw/Committed Proceeds/Revolver Account). On the Closing Date, a portion of the proceeds of the Notes in
an amount equal to U.S.$0 (being the aggregate amount equal to the sum of (i) the amounts required to fund the purchase of
the Committed Proceeds Assets listed in Schedule 1 hereto and (ii) the undrawn portion of the Delayed-Draw Loans and
Revolver Loans listed in Schedule 1 hereto) shall be deposited in the Delayed-Draw/Committed Proceeds/Revolver Account.



 




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Upon the purchase of any Delayed-Draw
Loan, Revolver Loan or Committed Proceeds Asset, funds deposited in the Delayed-Draw/Committed Proceeds/Revolver Account in respect
of any such Portfolio Asset will be treated as part of the purchase price therefor. Amounts on deposit in the Delayed-Draw/Committed
Proceeds/Revolver Account will be invested in Eligible Investments selected by the Collateral Manager having stated maturities
no later than the next Business Day immediately succeeding the date such Eligible Investment was acquired and earnings from all
such investments will be deposited in the Interest Collection Subaccount as Interest Collections.


 


After the initial purchase, all
distributions in respect of principal under any Revolver Loan received by the Trustee shall be deposited within one Business Day
into the Delayed-Draw/Committed Proceeds/Revolver Account (and will not be available as Principal Collections unless such amounts
are transferred by the Trustee in accordance with the following paragraph as Principal Collections to the Principal Collection
Subaccount).


 


Any funds in the Delayed-Draw/Committed
Proceeds/Revolver Account (other than earnings from Eligible Investments therein) will be available at the direction of the Collateral
Manager solely to cover (i) with respect to any Delayed-Draw Loan or Revolver Loan, drawdowns thereunder and (ii) with
respect to any Committed Proceeds Asset, the payment of the purchase price (and related acquisition costs, as applicable) therefor;
provided that, on any date of determination, any excess of (A) the amounts on deposit in the Delayed-Draw/Committed
Proceeds/Revolver Account over (B) the sum of (I) the aggregate unfunded funding obligations under all Delayed-Draw Loans
and all Revolver Loans (which excess may occur for any reason, including upon (i) the sale or maturity of a Delayed-Draw Loan
or Revolver Loan, (ii) the occurrence of an event of default with respect to any such Delayed-Draw Loan or Revolver Loan and
the termination of any commitment to fund obligations thereunder or (iii) any other event or circumstance which results in
the irrevocable reduction of the undrawn commitments under the Delayed-Draw Loan or such Revolver Loan) and (II) the aggregate
amount required to fund the acquisition of the Committed Proceeds Assets pursuant to the terms of the Committed Proceeds Transactions,
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 Collections to the Principal Collection Subaccount.


 




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		(e)	Portfolio Gains Account. In accordance with this Indenture, the Trustee shall, prior to
the Closing Date, cause to be established by the Custodian a single, segregated securities account in the name of the Issuer, which
shall be designated as the “Portfolio Gains Account”, which shall be maintained with the Custodian. From time
to time after the Closing Date, the Trustee shall, at the direction of the Collateral Manager, on behalf of the Issuer, and for
use pursuant to this Section 10.3(e), transfer from the Principal Collections Subaccount such amounts as are required to be deposited
in the Portfolio Gains Account pursuant to Section 3 of the Equity Contribution Agreement. No deposits shall be made into the Portfolio
Gains Account other than those expressly contemplated by Section 3 of the Equity Contribution Agreement. On any Business Day
from and including the Closing Date, the Trustee shall apply funds from the Portfolio Gains Account, as directed by the Collateral
Manager on behalf of the Sole Member from time to time, (A) to make payments to the Sole Member, (B) to make deposits into the
Expense Account in satisfaction of the Sole Member’s contribution obligations under Section 2(a) of the Equity Contribution
Agreement or (C) to make deposits into the Principal Collections Subaccount in satisfaction of the Sole Member’s contribution
obligations under Section 3 of the Equity Contribution Agreement. All funds on deposit in the Portfolio Gains Account may be invested
in Eligible Investments at the direction of the Collateral Manager on behalf of the Sole Member. Any income earned on amounts deposited
in the Portfolio Gains Account will be deposited in the Portfolio Gains Account upon receipt thereof. All amounts remaining on
deposit in the Portfolio Gains Account after all expenses (and anticipated expenses) and the Notes have been paid in full or otherwise
terminated, will be distributed to the Sole Member. So long as no Default or Event of Default has occurred and is continuing, amounts
credited to the Portfolio Gains Account shall be distributed to the Sole Member within one Business Day after the Trustee’s
receipt of the Collateral Manager’s instruction to do so. For the avoidance of doubt, prior to the payment in full or other
termination of the Notes, except as contemplated in sub-clause (B) or (C) above, no amount standing to the credit of the Portfolio
Gains Account may be transferred to the Principal Collection Subaccount, the Interest Collection Subaccount, the Sold PI Loan Collection
Subaccount, the Payment Account or the Custodial Account.



 


		10.4	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 Interest Collection Subaccount, the Principal Collection Subaccount, the Expense Account
and the Delayed Draw/Committed Proceeds/Revolver Account (other than Principal Collections reinvested in Portfolio Assets pursuant
to Section 10.2(c)) 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 “U.S. Bank Money Market Deposit Account” (or other
standby Eligible Investment selected by the Collateral Manager) maturing no later than the Business Day immediately preceding the
next Payment Date (or such shorter maturities expressly provided herein). 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 “U.S. Bank Money Market Deposit Account” (or other standby Eligible Investment
selected by the Collateral Manager) in maturing not later than the earlier of (i) 30 days after the date of such investment
(unless putable at par to the Obligor thereof) or (ii) the Business Day immediately preceding the next Payment Date (or such
shorter maturities expressly provided herein). Except to the extent expressly provided otherwise herein, all Eligible Investments
shall be credited to the same Account (or subaccount, as the case may be) from which Cash was applied to acquire such Eligible
Investment, and any gain realized from, or loss resulting from, such Eligible Investment shall be credited or charged to such Account
(or subaccount) and all interest and other income from such Eligible Investment shall be deposited in the Interest Collections
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.



 




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		(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, the Liquidation Agent and the Collateral
Manager any information regularly maintained by the Trustee that the Issuer, the Liquidation Agent or the Collateral Manager may
from time to time reasonably request with respect to the Portfolio Assets, the Accounts and the other Collateral and provide any
other requested information reasonably available to the Trustee by reason of its acting as Trustee hereunder and under the other
Transaction Documents to which it is party and required to be provided by Section 10.5 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 and the Liquidation Agent copies
of notices and other writings received by it from the Portfolio Asset Obligor of any Portfolio Asset or from any Clearing Agency
with respect to any Portfolio Asset which notices or writings advise the holders of such Portfolio 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 Portfolio Asset Obligor
and Clearing Agencies with respect to such Portfolio Asset Obligor.



 


		(d)	In addition to any credit, withdrawal, transfer or other application of funds with respect to any
Account set forth in Article 10, any credit, withdrawal, transfer or other application of funds with respect to any Account
authorized elsewhere in this Indenture is hereby authorized.



 


		(e)	Any account established under this Indenture may include any number of subaccounts deemed necessary
or advisable by the Trustee in the administration of the Accounts.



 




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		10.5	Accountings



 


		(a)	Payment Date Report. Not later than the tenth Business Day after the last day of each Monthly
Period and commencing in July, 2017, the Issuer shall compile and make available (or cause the Collateral Administrator to compile
and make available) to the Trustee, the Collateral Manager, the Liquidation Agent and, upon written request therefor, to any Holder
shown on the Note Register, and upon written notice to the Trustee substantially in the form of Exhibit C, the Trustee shall
make available to any holder of a beneficial interest in a Note, a monthly payment date report on a trade date basis with respect
to such Monthly Period (each such report a Payment Date Report). The first Payment Date Report shall be delivered
in July, 2017 as described above and shall be determined with respect to the Monthly Period ending on (but excluding) July 1, 2017.
The Payment Date Report for a Monthly Period shall contain the following information with respect to the Portfolio Assets and Eligible
Investments included in the Collateral, and shall be determined as of the Determination Date occurring on the last day of such
Monthly Period:



 


		(i)	A schedule titled “Distributions” showing: (A) The Aggregate Outstanding Amount
of the Notes at the beginning of the Monthly Period and such amount as a percentage of the original Aggregate Outstanding Amount
of the Notes; and (B) Interest Collections payable on the related Payment Date.



 


		(ii)	The amounts payable pursuant to each clause of Section 11.1(a), each clause of Section 11.1(b)
and each clause of Section 11.1(c), as applicable, on the related Payment Date.



 


		(iii)	For the Collection Account:



 


		(A)	the Balance on deposit in the Collection Account at the end of the related Monthly Period;



 


		(B)	the amounts of (x) Interest Collections payable from the Interest Collection Subaccount and
(y) Principal Collections payable from the Principal Collection Subaccount, in each case to the Payment Account in order to
make payments pursuant to Section 11.1(a) and Section 11.1(b) on the next Payment Date including, with respect to Section 11.1(a),
the respective amounts of Priority Administrative Expenses payable pursuant to Section 11.1(a)(i), the respective amounts
of Collateral Manager Advances and Collateral Manager Expenses payable pursuant to Section 11.1(a)(ii) and the respective
amounts of other Administrative Expenses payable pursuant to Section 11.1(a)(iii); and



 


		(C)	the Balance remaining in the Collection Account immediately after all payments and deposits to
be made on such Payment Date.



 




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Upon receipt of each Payment
Date Report, the Trustee shall compare the information contained in such Payment Date Report to the information contained in its
records with respect to the Collateral and shall, within three Business Days after receipt of such Payment Date Report, notify
the Issuer, the Collateral Administrator, the Liquidation Agent and the Collateral Manager if the information contained in the
Payment Date Report does not conform to the information maintained by the Trustee with respect to the Collateral. In the event
that any discrepancy exists, the Trustee 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 five Business Days notify the Collateral
Manager and the Liquidation Agent, and the Liquidation Agent shall review such Payment Date Report and the Trustee’s records
to determine the cause of such discrepancy. If such review reveals an error in the Payment Date Report or the Trustee’s records,
the Trustee shall notify the Issuer and the Collateral Manager of such error and the Payment Date 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.
After the Issuer receives notice of any error in the Payment Date Report, the Issuer shall forward notice of such error to all
recipients of such report not later than the delivery of the subsequent Payment Date Report, which may be accomplished by making
a notation of such error in such subsequent Payment Date Report.


 


Each Payment Date Report shall
constitute instructions to the Trustee to withdraw funds from the Payment Account and pay or transfer such amounts set forth in
such Payment Date Report in the manner specified and in accordance with the priorities established in Section 11.1.


 


		(b)	Daily Reporting. Not later than 5:00 p.m. Central Time on each Business Day, the Issuer
shall direct the Collateral Administrator to compile and make available to the Trustee, the Collateral Manager, the Liquidation
Agent and, upon written request therefor, any Holder shown on the Note Register and upon written notice to the Trustee substantially
in the form of Exhibit C, the Trustee shall make available to any holder of a beneficial interest in a Note, a daily report
in a form agreed to by the Issuer and the Collateral Administrator (each such report, a Daily Report). The Daily
Report shall contain the following information:



 


		(i)	For each Account, the cash balance of such Account, the Eligible Investments credited to such Account,
and each other credit or debit (specifying the nature, source and amount) to such Account since the previous Daily Report and for
the Delayed-Draw/Committed Proceeds/Revolver Account, a designation of the portion of the amounts credited thereto related to each
Delayed-Draw Loan, Committed Proceeds Asset and Revolver Loan that is a Portfolio Asset;



 


		(ii)	A schedule showing the amount of Interest Collections received from the date of determination of
the immediately preceding Payment Date Report for (A) Interest Collections from Portfolio Assets and (B) Interest Collections
from Eligible Investments;



 




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		(iii)	A schedule titled “Distributions” showing: (A) The Aggregate Outstanding Amount
of the Notes and such amount as a percentage of the original Aggregate Outstanding Amount of the Notes; and (B) Interest Collections
payable on the next Payment Date;



 


		(iv)	Purchases, prepayments, and sales:



 


		(A)	The identity, Principal Balance (other than any accrued interest that was purchased with Principal
Collections (but excluding any capitalized interest)), Principal Collections and Interest Collections received, and date for (X) each
Portfolio Asset that was released for sale or disposition by the Issuer (and the identity and Principal Balance of each Portfolio
Asset which the Issuer has entered into a commitment to sell or dispose) pursuant to Section 12.1 since the end of the last
Monthly Period and (Y) each prepayment or redemption of a Portfolio Asset since the end of the last Monthly Period; and



 


		(B)	The identity, Principal Balance, Principal Collections and Interest Collections expended, and date
for each Portfolio Asset that was purchased by the Issuer (and the identity and purchase price) of each Portfolio Asset which the
Issuer has entered into a commitment to purchase) since the end of the last Monthly Period;



 


		(C)	The trade date;



 


		(D)	The settlement date;



 


		(E)	The trade type;



 


		(F)	The par amount;



 


		(G)	The trade price;



 


		(H)	The counter bank name;



 


		(I)	The trade amount;



 


		(J)	The trade quantity;



 


		(K)	The trade settled;



 


		(L)	The accrued interest;



 


		(M)	The facility original amount global;



 


		(N)	The rate type (fixed versus floating);



 


		(O)	The par amount traded;



 


		(P)	The par amount settled;



 




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		(Q)	The commitment settled;



 


		(R)	The commitment traded;



 


		(S)	The outstanding settled;



 


		(T)	The Moody’s Rating, if any;



 


		(U)	The S&P Rating, if any; and



 


		(V)	With respect to each Portfolio Asset, the following information:



 


		(I)	The Portfolio Obligor(s) thereon (including the issuer ticker, if any);



 


		(II)	The CUSIP, LoanX i.d. number, or other identifier as applicable;



 


		(III)	The Principal Balance thereof (other than any accrued interest that was purchased with Principal
Collections (but excluding any capitalized interest)) with any capitalized interest reflected as a separate line item;



 


		(IV)	The related interest rate or spread (including any applicable LIBOR floors), the related interest
payment period (quarterly, semi-annually, etc.) and if interest may be capitalized;



 


		(V)	The stated maturity thereof;



 


		(VI)	The country of domicile of the Portfolio Asset Obligor;



 


		(VII)	The Advance Percentage and the categorization of such Portfolio Asset for purposes of determining
the Advance Percentage applicable thereto.



 


		(c)	Collateral Change Event and Repayment Date Report. The Issuer shall, (i) not later than
the eighth Business Day after the last day of each Monthly Period and commencing in July 2017 and (ii) not later than 2:00 p.m.
Central Standard Time on any Collateral Change Trade Date or Repayment Date, compile and make available (or cause the Collateral
Administrator to compile and make available) to the Trustee, the Collateral Manager, UBS and any Holder shown on the Note Register,
a report describing in reasonable detail each Collateral Change Event or Repayment, as applicable, occurring (x) in the case of
clause (i) above, during the Monthly Period ending on the Determination Date for such Monthly Period and (y) in the case of clause
(ii) above, on such Collateral Change Trade Date or Repayment Date (each such report a “Collateral Change Event and
Repayment Date Report”).



 




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		(d)	Redemption Date Reporting. With respect to each Redemption Date, the Payment Date Report
in respect of the Payment Date on which such redemption is scheduled to occur shall also include the following: (A) the Aggregate
Outstanding Amount of the Notes at the beginning of the Monthly Period during which such Redemption Date occurs and such amount
as a percentage of the original Aggregate Outstanding Amount of the Notes; (B) the amount of principal payments to be made
on the Notes on the Redemption Date, and the Aggregate Outstanding Amount of the Notes after giving effect to the payment of the
Redemption Price, as a percentage of the original Aggregate Outstanding Amount of the Notes.



 


		(e)	Failure to Provide Accounting. If the Trustee is not the Collateral Administrator and shall
not have received any accounting provided for in this Section 10.5 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 10.5 as a result of the failure of the Issuer to provide such information or reports, the
Collateral Manager shall do so at its own expense.



 


		(f)	Required Content of Certain Reports. Each Payment Date Report and Daily 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 have not been
and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes
may be beneficially owned only by Persons that (A) are not U.S. persons (within the meaning of Regulation S under
the Securities Act) who purchased their beneficial interest in an offshore transaction or (B) (I) are both (1) (x) a
Qualified Purchaser, within the meaning of the Investment Company Act of 1940, as amended, and the rules thereunder or (y) an
entity owned (or in the case of Qualified Purchasers, beneficially owned) exclusively by Qualified Purchasers and (2) (x) in
the case of a Person that is an initial purchaser of the Notes, an Accredited Investor, within the meaning of Rule 501(a)
under the Securities Act, or a Qualified Institutional Buyer or (y) in the case of a Person who becomes a beneficial owner
subsequent to the date of the Indenture, a Qualified Institutional Buyer that is not a broker-dealer which owns and invests on
a discretionary basis less than $25,000,000 in securities of issuers that are not affiliated persons of the dealer and is not a
plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A under the Securities Act or a trust fund referred
to in paragraph (a)(1)(i)(f) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment
decisions with respect to the plan are made by beneficiaries of the plan, who is purchasing the Notes in reliance on the exemption
from Securities Act registration provided by Rule 144A thereunder and (II) can make the representations set forth in
Section 2.5 of the Indenture and, if applicable, the appropriate Exhibit B to the Indenture and (C) otherwise comply
with the restrictions set forth in the applicable Note legends. In addition, (a) beneficial ownership interests in Rule 144A
Global Notes may only be transferred to a Person that is both a Qualified Institutional Buyer and a Qualified Purchaser or a Person
beneficially owned exclusively by Qualified Purchasers and (b) Certificated Notes may only be owned by a Person that is both
a Qualified Institutional Buyer and a Qualified Purchaser or a Person beneficially owned exclusively by a Person that is both a
Qualified Institutional Buyer and a Qualified Purchaser, and, in each case, that can make the representations referred to in clause (B)
of the preceding sentence. The Issuer has the right to compel any beneficial owner of a Note that does not meet the qualifications
set forth in the preceding sentences to sell its interest in such Note, or may sell such interest on behalf of such owner, pursuant
to Section 2.11 of the Indenture.


 




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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, or financing provider, of such Holder’s Notes that such Holder reasonably believes is permitted by the terms of
the Indenture to acquire such Holder’s Notes.”


 


		(g)	Availability of Information. The Issuer (or the Trustee on behalf of the Issuer) may post
the information contained in a Payment Date Report, Daily Report or Collateral Change Event and Repayment Date Report to a password-protected
internet site. 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 shall be entitled to rely on but shall not be responsible for the
content or accuracy of any information provided in the Daily Report and the Payment Date Report which the Trustee disseminates
in accordance with this Indenture and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.



 


		10.6	Release of Collateral



 


		(a)	If no Event of Default has occurred and is continuing (in the case of sales pursuant to Section 12.1(a))
and subject to Article 12, the Issuer (or the Collateral Manager, acting on behalf of the Issuer) may, by Issuer Order delivered
to the Trustee at least one Business Day prior to the settlement date for any sale of any Collateral certifying that the sale of
such Collateral is being made in accordance with Section 12.1 hereof and the Equity Contribution Agreement and such sale complies
with all applicable requirements of Section 12.1 and the requirements of the Equity Contribution Agreement (which certification
shall be deemed to be made upon delivery of an Issuer Order in respect of such sale) direct the Trustee to release or cause to
be released such Collateral from the Lien of this Indenture and, upon receipt of such Issuer Order, (i) the Trustee shall
deliver any such Collateral, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or,
if such Collateral is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt
of the sales price therefor (in the case of a sale) or a receipt of certification evidencing the fact that the relevant disposition
complies with the requirements of the Equity Contribution Agreement (which certification shall be deemed to be made upon delivery
of an Issuer Order in respect of such sale), as applicable, as specified by the Collateral Manager in such Issuer Order, (ii) the
Issuer or its designee will be authorized to file UCC termination statements in order to evidence the termination of the Liens
and security interests granted pursuant to the Transaction Documents in respect of such Collateral and (iii) the Trustee will,
at the Issuer’s expense, execute and deliver any other release or termination documents or other agreements in respect of
such Collateral as the Issuer may reasonably request in order to evidence the termination of the Liens and security interests granted
pursuant to the Transaction Documents in respect of such Collateral; provided that the Trustee may deliver any such Collateral
in physical form for examination in accordance with street delivery custom.



 




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		(b)	Subject to the terms of this Indenture, the Trustee shall upon an Issuer Order delivered by the
Issuer or the Collateral Manager, acting on behalf of the Issuer, (i) deliver any Collateral, and release or cause to be released
such Collateral from the Lien of this Indenture, which is set for any mandatory call or payment in full to the appropriate administrative
agent or paying agent on or before the date set for such call or payment, in each case against receipt of the call or payment in
full thereof and (ii) provide notice thereof to the Issuer and the Collateral Manager.



 


		(c)	Upon receiving actual notice of any offer or any request for a waiver, consent, amendment or other
modification with respect to any Portfolio Asset, the Trustee on behalf of the Issuer shall notify the Liquidation Agent of any
Portfolio 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 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 Portfolio 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, waiver, amendment or modification; 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 of a Portfolio Asset in the applicable subaccount of the Collection Account, unless simultaneously applied to the
purchase of additional Portfolio Assets or Eligible Investments as permitted under and in accordance with the requirements of this
Article 10 and Article 12.



 


		(e)	The Trustee shall, upon receipt of an Issuer Order delivered by the Issuer or the Collateral Manager,
acting on behalf of the Issuer, at such time as there are no Notes Outstanding and all obligations of the Issuer hereunder have
been satisfied, release any remaining Collateral from the Lien of this Indenture.



 


		(f)	Any security, Portfolio Asset or amounts that are released pursuant to Section 10.6(a), (b)
or (c) shall be released from the Lien of this Indenture.



 




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		10.7	Procedures Relating to the Establishment of Accounts Controlled by the Trustee



 


Notwithstanding anything else contained
herein, the Trustee agrees that with respect to each of the Accounts, it will cause each Securities Intermediary establishing any
such Account to enter into an account control agreement and, if the Securities Intermediary is the Bank, shall cause the Bank to
comply with the provisions of such account control agreement. The Trustee shall have the right to cause the establishment of such
subaccounts of any such Account as it deems necessary or appropriate for convenience of administration.


 


		10.8	Section 3(c)(7) Procedures



 


		(a)	DTC Actions. The Issuer will direct (or cause its agent to direct) DTC to take the following
steps in connection with the Global Notes (or such other appropriate steps regarding legends of restrictions on the Global Notes
under Section 3(c)(7) of the Investment Company Act and Rule 144A as may be customary under DTC procedures at any given
time):



 


		(i)	The Issuer will direct (or cause its agent to direct) DTC to include the marker “3c7”
in the DTC 20-character security descriptor and the 48-character additional descriptor for the Global Notes.



 


		(ii)	The Issuer will direct (or cause its agent to 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 (or cause
its agent to 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 (or cause its agent to direct) DTC to
send a Section 3(c)(7) Notice to all DTC participants in connection with the offering of the Global Notes.



 


		(iv)	In addition to the obligations of the Note Registrar set forth in Section 2.5, the Issuer
will from time to time (upon the request of the Trustee) make a request (or cause its agent to request) to DTC to deliver to the
Issuer a list of all DTC participants holding an interest in the Global 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.



 


		(b)	Bloomberg Screens, Etc. The Issuer will from time to time request (or cause its agent to
request) all third-party vendors to include on screens maintained by such vendors appropriate legends regarding restrictions on
the Global Notes under Section 3(c)(7) of the Investment Company Act and Rule 144A.



 




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		11.	Application of Cash



 


		11.1	Disbursements of Cash from Payment Account



 


Notwithstanding any other provision in
this Indenture, the Transaction Documents or the Notes, the Trustee shall disburse amounts transferred from the Collection Account
to the Payment Account pursuant to Section 10.2(f) in accordance with the following (the Priority of Payments):


 


		(a)	On each Payment Date, unless an Enforcement Event has occurred and is continuing, all amounts transferred
to the Payment Account from the Interest Collection Subaccount shall be applied as follows:



 


		(i)	first, to the payment of accrued and unpaid Priority Administrative Expenses, provided that
Priority Administrative Expenses payable under this clause (i) shall exclude any amounts payable pursuant to the second and
third clauses of the definition of Priority Administrative Expenses to the extent that payment of such amounts would result in
the aggregate amounts paid under this clause (i) would exceed U.S.$200,000 (prorated for the partial calendar year 2017 and
the year in which the Maturity or final payment of the Notes occurs, based on the actual number of days elapsed in such partial
year and a 360 day year) in the applicable calendar year;



 


		(ii)	second, to the payment of any Collateral Manager Advances and Collateral Manager Expenses reimbursable
to the Collateral Manager pursuant to the Collateral Management Agreement, and any other amounts payable to the Collateral Manager
pursuant to the Collateral Management Agreement, in aggregate not to exceed US$100,000 per calendar year (pro rated for the partial
calendar year 2017, and the year in which the Maturity or final payment of the Notes occurs, based on actual number of days in
such partial year and a 360 day year);



 


		(iii)	third, to the payment of any other accrued and unpaid Administrative Expenses;



 


		(iv)	fourth, in the reasonable discretion of the Collateral Manager, to the Expense Account for application
pursuant to Section 10.3(c); and



 


		(v)	fourth, as a payment of interest on the Class A Notes (calculated in accordance with Section 2.7(a)).



 


		(b)	On the date of Maturity, unless an Enforcement Event has occurred and is continuing, all amounts
transferred to the Payment Account from the Principal Collection Subaccount shall be applied as follows:



 


		(i)	first, to the payment of amounts referred to in Section 11.1(a)(i) but only to the extent
not paid in full thereunder (but, including amounts paid under Section 11.1(a)(i), subject to the per annum limit specified
therein);



 




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		(ii)	second, to the repayment of principal of the Class A Notes until the Class A Notes have
been paid in full;



 


		(iii)	third, to the payment of any remaining accrued and unpaid Administrative Expenses (which payments
shall be made, first, in respect of Priority Administrative Expenses) (after giving effect to payments under Sections 11.1(a)(i),
11.1(a)(iii) and 11.1(b)(i) regardless of any limit); and



 


		(iv)	fourth, all remaining Principal Collections shall be paid to the holders of the Class A Notes
(on the Maturity Date immediately prior to the application of amounts pursuant to this Section 11.1(b)).



 


		(c)	If a declaration of acceleration of the maturity of the Notes has occurred, or the Notes have automatically
become due and payable without such a declaration, following an Event of Default and such declaration of acceleration (if applicable)
has not been rescinded (an Enforcement Event), the Trustee shall apply proceeds in respect of the Portfolio Assets
on each date or dates fixed by the Trustee, in accordance with clause (a) (in the case of Interest Collections) and clause (b)
(in the case of Principal Collections) of this Section 11.1.



 


		12.	Sale of Portfolio Assets; Purchase of Additional Portfolio Assets



 


		12.1	Sales of Portfolio Assets



 


		(a)	The Issuer shall not sell or otherwise dispose of any Portfolio Asset unless each of the following
conditions is satisfied:



 


		(i)	the Sole Member is not in default of any payment obligation or contribution obligation owing under
the Equity Contribution Agreement (provided that the condition under this clause (a) shall not apply if and so long
as an “Event of Default” with respect to UBS under the Global Master Repurchase Agreement has occurred and is continuing);



 


		(ii)	other than in the case of a required transfer of a Participation Interest to the Sole Member that
is being made free of payment pursuant to the Equity Contribution Agreement, such sale or other disposition is made solely for
consideration consisting of cash and otherwise on arms’ length terms and, in the case of a sale or disposition (in each case,
whether directly or indirectly) to an Affiliate of the Collateral Manager, is approved by UBS in a written consent;



 


		(iii)	in accordance with the terms of the Global Master Repurchase Agreement, the Issuer (or the Collateral
Manager on its behalf) has given UBS prior notice of such proposed sale or other disposition of such Portfolio Asset, which notice
shall set forth, among other things, the identity of the buyer of such Portfolio Asset, the proposed settlement date for such sale
or disposition and the intended sale or disposition price for such Portfolio Asset;



 




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		(iv)	UBS has confirmed in writing to the Issuer, the Trustee and the Collateral Administrator that it
agrees with the valuations set forth in the applicable Collateral Change Event Notice delivered by the Collateral Manager on behalf
of the Issuer under the Equity Contribution Agreement in connection with such sale or other disposition with respect to the Initial
Market Value of any Portfolio Asset being acquired by the Issuer in connection with the Sole Member’s contribution obligations
under the Equity Contribution Agreement arising out of such sale or disposition (and UBS shall be an express third party beneficiary
of this Indenture for purposes of exercising its right to confirm under this Section 12.1(a)(iv)), such confirmation to be
provided promptly; and



 


		(v)	if such sale is made at a price which is less than the UBS “market value” for purposes
of the Global Master Repurchase Agreement, any “margin” required to be posted under the Global Master Repurchase Agreement
as a result of the adjustment of the “market value” in connection with the sale is posted prior to the Portfolio Asset
Trade Date with respect to such asset.



 


		(b)	Mandatory Dispositions. Notwithstanding Section 12.1(a), (i) if any Portfolio
Asset acquired by the Issuer (such acquisition being deemed to occur on the trade date of such acquisition for this purpose) (1) becomes
a Defaulted Obligation or (2) failed to satisfy any Asset Eligibility Criteria on the applicable Portfolio Asset Trade Date
and such failure continues (or is the subject of a breach of a representation, warranty or certification in respect of such Portfolio
Asset contained in the statements of Section 3.1(i) or that are made or deemed made in respect of such Portfolio Asset pursuant
to Section 12.3(b)) or (ii) the security interest granted by (x) the Issuer to the Trustee pursuant to this Indenture
in any asset fails to be a valid perfected first priority securing interest or (y) if applicable, the seller to the Issuer
and the Trustee in such Portfolio Asset pursuant to the Master Loan Purchase Agreement fails to be a valid perfected first priority
security interest, in either case, which failure continues for a period of two Business Days, then the Issuer shall, within fourteen days
after the Issuer receives notice of the occurrence of such event, enter into a binding commitment to sell or otherwise dispose
of such Portfolio Asset as commercially reasonable, but not longer than twenty days after such notice to the Issuer.



 


		(c)	Right of Liquidation Agent to Direct Dispositions. Notwithstanding Section 12.1(a),
if an Event of Default has occurred and is continuing, and provided the Liquidation Agent’s appointment has not been terminated,
the Liquidation Agent, by notice (or multiple notices, so long as such Event of Default is continuing) to the Issuer and Trustee
(with a copy to the Collateral Manager), may direct the Issuer and Trustee to sell all or any portion of one or more Portfolio
Assets identified in such notice (including the manner of sale thereof), or to refrain from selling any Portfolio Assets until
otherwise instructed by the Liquidation Agent, and the Issuer and Trustee shall act as so directed by the Liquidation Agent (including,
if so directed, as to the manner of sale of such Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17). The Liquidation
Agent shall not be liable to the Issuer, the Trustee or any Secured Party for any losses, claims, damages, liabilities or expenses
arising out of any action taken or omitted to be taken by the Liquidation Agent in good faith (x) in accordance with this
Section 12.1(c) or (y) otherwise in accordance with the Transaction Documents. For the avoidance of doubt, any such sale
at the direction of the Liquidation Agent pursuant to this clause (c) shall be a sale by the Issuer and shall not be deemed
to be a sale by the Trustee in its capacity as a secured party under Article 9, Part 6 of the UCC.



 




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		12.2	Acquisition of Portfolio Assets; Eligible Investments



 


		(a)	Acquisition of Portfolio Assets. The Issuer shall not acquire any Loan (other than a Portfolio
Asset included in the Portfolio on the Closing Date or Delayed Draw Funding Date) unless such Loan is a Portfolio Asset and (i) not
less than one Business Day prior to the Portfolio Asset Trade Date, UBS has been given notice of the proposed acquisition of such
Portfolio Asset and (ii) as of the Portfolio Asset Trade Date, each of the following conditions is satisfied:



 


		(i)	other than in the case of a Portfolio Asset contributed by (as opposed to acquired in consideration
of an agreed purchase price from) the Sole Member pursuant to Section 3 of the Equity Contribution Agreement, the acquisition
of such Portfolio Asset and the purchase price thereof shall be on arm’s length terms (it being agreed that any acquisition
of such Portfolio Asset pursuant to a Transaction Document shall be deemed to be on arm’s length terms) and, in the case
of an acquisition from or financed in whole or in part by an Affiliate of the Collateral Manager, is approved by UBS in a written
consent;



 


		(ii)	the Sole Member is not in default of any payment obligation or contribution obligation owing to
the Issuer under the Equity Contribution Agreement (including, without limitation, any obligation arising under Section 3
thereof that must be satisfied on or prior to the relevant acquisition trade date or settlement date of the proposed acquisition,
as applicable);



 


		(iii)	no Event of Default (or any event that, with the giving of notice or the lapse of time or both,
would become an Event of Default) shall have occurred and be continuing immediately prior to or immediately after giving effect
to such acquisition;



 


		(iv)	if such Portfolio Asset is a Zero Value Portfolio Asset, all margin required to be posted with
UBS by the Counterparty pursuant to the terms of the Global Master Repurchase Agreement has been so posted prior to such Portfolio
Asset Trade Date; and



 


		(v)	UBS has confirmed in writing to the Issuer, the Trustee and Collateral Administrator that it agrees
with the determinations set forth in the applicable Collateral Change Event Notice delivered by the Collateral Manager on behalf
of the Issuer under the Equity Contribution Agreement, including with respect to the Initial Market Value and Advance Percentage
of any Portfolio Asset being acquired by the Issuer in connection with such acquisition (and UBS is an express third party beneficiary
of this Indenture for purposes of exercising such confirmation right under this Section 12.2(a)(v)), such confirmation to
be provided promptly.



 




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For purposes of each of Section 12.2
and 12.3, each of (x) a contribution of a Portfolio Asset to the Issuer and (y) a substitution (in whole or part) of
any Portfolio Asset held by the Issuer for one or more different Portfolio Assets will constitute an acquisition of such Portfolio
Asset by the Issuer.


 


		(b)	Investment in Eligible Investments. Cash on deposit in any Account (other than the Payment
Account) may be invested at any time in Eligible Investments in accordance with Article 10.



 


		12.3	Conditions Applicable to All Sale and Purchase Transactions



 


		(a)	Any transaction effected under this Article 12 or in connection with the acquisition of additional
Portfolio Assets shall be conducted on an arm’s length basis and, if effected with an Affiliate of 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 in accordance with the requirements of Section 6(d) of the Collateral Management Agreement on terms no less favorable
to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager, provided that the Trustee
shall have no responsibility to oversee compliance with this clause (a) by the other parties.



 


		(b)	Upon any acquisition of a Portfolio Asset pursuant to this Article 12, (i) all of the
Issuer’s right, title and interest to such Collateral shall be Granted to the Trustee pursuant to this Indenture, such Collateral
shall be Delivered to the Custodian, and, if applicable, the Custodian shall receive such Collateral and (ii) the Issuer shall
deliver to the Trustee, not later than the Subsequent Delivery Date, an Officer’s certificate of the Issuer containing the
statements set forth in Section 3.1(i) in respect of such Portfolio Asset and certifying that such acquisition complies with
Section 12.2(a); provided that such requirement shall be satisfied, and such statements and certificates shall be deemed
to have been made by the Issuer, in respect of any such acquisition by the delivery to the Trustee of an Issuer Order or a trade
ticket in respect thereof that is signed by an Authorized Representative of the Collateral Manager on behalf of the Issuer.



 


		(c)	Other than in the case of a Portfolio Asset contributed by (as opposed to acquired in consideration
of an agreed purchase price from) the Sole Member pursuant to Section 3 of the Equity Contribution Agreement, all acquisitions
of Portfolio Assets on or prior to the Closing Date, and all acquisitions of Portfolio Assets from the Sole Member or any Affiliate
thereof after the Closing Date, will be made pursuant to the terms of Master Loan Purchase Agreement. On or prior to the trade
date with respect to each Portfolio Asset acquired by the Issuer from the Sole Member (or an Affiliate thereof), the Issuer shall
amend (or cause to be amended) the schedule of Loans attached as Exhibit A to the Master Loan Purchase Agreement to reflect the
acquisition by the Issuer of such Portfolio Asset and the Issuer shall deliver to each of the Trustee and UBS a copy of such amended
schedule of Loans. The Master Loan Purchase Agreement shall contain the following wording, or wording similar thereto, which will
apply to each such transfer of Portfolio Assets from the Sole Member or any Affiliate thereof to the Issuer:



 




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“If, notwithstanding such
intentions, the transactions contemplated hereby are recharacterized as a secured loan by any relevant governmental, judicial or
other authority for any reason whatsoever, whether for limited purposes or otherwise, the seller hereby grants to (a) the
Issuer and (b) the Trustee for the benefit of the Secured Parties a security interest under Article 9 of the UCC in all
of its right, title and interest in, to and under each Loan (or such equivalent term contained in the applicable transfer documentation),
in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located.


 


The seller will take such action
as is necessary to maintain the perfection and priority of the security interest of the Issuer and the Trustee in each Loan. The
seller 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 Issuer, the Trustee, the
Holders of the Notes and other Secured Parties hereunder and to: (i) grant more effectively the security interest in all or
any portion of each Loan; (ii) maintain, preserve and perfect any grant made or to be made by the Master Loan Purchase Agreement
including, without limitation, the first priority nature of the Lien (subject to Permitted Liens) 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 the Master
Loan Purchase Agreement (including any and all actions necessary or desirable as a result of changes in law or regulations); (iv) enforce
any of the Loans or other instruments or property included in the Loans; (v) preserve and defend title to the Loans and the
rights therein of the Issuer, the Trustee and the Holders of the Notes and other Secured Parties in the Loans 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
Loans.


 


The seller hereby designates
Issuer (or the Trustee on its behalf) as its agent and attorney in fact to prepare and file any Financing Statement, continuation
statement and all other instruments, and take all other actions, required pursuant to this Master Loan Purchase Agreement. Such
designation shall not impose upon the Trustee, or release or diminish, the seller’s obligations under this Master Loan Purchase
Agreement. The seller further authorizes, and shall cause the Issuer’s United States counsel to file, a Financing Statement
that names the seller as debtor and the Issuer and the Trustee as a secured party and that describes “the Master Loan Purchase
Agreement and the Loan Schedule attached thereto, as amended from time to time”, or words of similar effect as the collateral
in which the Issuer and the Trustee has a grant.”


 




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The Issuer shall take such action
as is necessary to cause the seller to maintain the perfection and priority of the security interest of the Issuer and the Trustee
in each Loan granted pursuant to the Master Loan Purchase Agreement; provided that the Issuer shall be entitled to rely
on any Opinion of Counsel delivered pursuant to Section 7.4 or Section 7.6 and any Opinion of Counsel with respect to
the same subject matter delivered pursuant to Section 3.1(d) to determine which actions are necessary, and shall be fully
protected in so relying on such Opinion of Counsel, unless the Issuer has actual knowledge that the procedures described in such
Opinion of Counsel are no longer adequate to maintain such perfection and priority.


 


		(d)	Except as otherwise provided in this Section 12.3(d), any sale or other disposition of all or a
portion of a Portfolio Asset shall be effected by the transfer by assignment by the Issuer of full record and beneficial ownership
of such Portfolio Asset or the relevant portion thereof being transferred (such portion consisting of an unvarying percentage of
the Principal Balance of such Portfolio Asset and all related claims for interest, fees and other amounts). The Issuer (and the
Collateral Manager on behalf of the Issuer) shall be deemed to certify that all conditions to such sale or other disposition under
Section 12.1 and the Equity Contribution Agreement have been satisfied by the Issuer (and the Collateral Manager on behalf of the
Issuer) in respect of such sale or other disposition by the delivery of the Issuer or the Collateral Manager to the Trustee of
a trade ticket in respect thereof that is signed by an Authorized Officer of the Collateral Manager on behalf of the Issuer. Notwithstanding
the first sentence of this clause (d), the Issuer shall dispose of all or a portion of a Portfolio Asset in connection with any
required retransfer of the Issuer’s right, title and interest in all or any portion of a Portfolio Asset back to the Sole
Member as required by Section 3(g) of the Equity Contribution Agreement, in each case, by selling to the relevant MPA Counterparty
on the required disposition date set forth in the Equity Contribution Agreement, a Participation Interest representing a 100% undivided
beneficial ownership in such Portfolio Asset or the relevant portion thereof being transferred (such portion consisting of an unvarying
percentage of the Principal Balance of such Portfolio Asset and all related claims for interest, fees and other amounts). For the
avoidance of doubt, no sale of such Participation Interest as described in the foregoing sentence shall be made unless it is made
in accordance with Section 3(g) of the Equity Contribution Agreement. In connection with any such sale of a Participation Interest:



 


		(i)	the Master Participation Agreement for such sale shall (A) be based on relevant documentation published
by the Loan Syndications and Trading Association, Inc. (or documentation containing similar terms and conditions), (B) contain
no liability or obligation on the Trustee, and (C) specify the date required by the Equity Contribution Agreement as the effective
date of such sale;



 


		(ii)	such Master Participation Agreement shall include each of the following provisions:



 


“Notwithstanding any other
provision of this Agreement:


 


		(A)	Buyer consents to the disclosure by Seller of this Agreement to U.S. Bank National Association,
as trustee (in such capacity, the “Trustee”) under the Indenture dated as of May 19, 2017 between Seller and the Trustee
(as amended, restated or otherwise supplemented from time to time, the “Indenture”).



 




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		(B)	Buyer hereby acknowledges and agrees that all obligations of Seller arising out of or in connection
herewith shall constitute limited recourse obligations of Seller, payable solely from the assets of Seller. Upon realization of
such assets of Seller and their reduction to zero, all unpaid or unsatisfied claims against Seller arising out of or in connection
herewith shall be deemed to be extinguished and shall not thereafter revive. No party shall have any claim for any shortfall upon
realization of such assets of Seller and their reduction to zero. Buyer will have no recourse to any of the directors, officers,
employees, shareholders, members, governors, agents or affiliates of Seller with respect to any claims, losses, damages, liabilities,
indemnities or other obligations in connection with any transactions contemplated hereby. Buyer agrees not to cause the filing
of a petition in a bankruptcy or similar proceeding against or on behalf of Seller until the payment in full of all the Notes issued
under the Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period,
following such payment. Nothing in this Section shall preclude, or be deemed to stop, Buyer from taking any action prior to the
expiration of the aforementioned period in (A) any proceeding voluntarily filed or commenced by Seller (other than any such proceeding
filed or commenced on behalf of Seller at the direction of Buyer or Seller’s sole shareholder) or (B) any involuntary insolvency
proceeding filed or commenced by a person or entity other than Seller or its sole shareholder.



 


		(C)	Buyer consents to the provisions of the assignment of this Agreement set forth in Section 15.1(i)
of the Indenture and acknowledges that Seller is assigning all of its right, title and interest in, to and under this Agreement
to the Trustee as representative of the holders of the Notes issued under the Indenture and agrees that all of the representations,
covenants and agreements made by Buyer in this Agreement are also for the benefit of the Trustee.



 


		(D)	Buyer will deliver to the Trustee copies of all notices, statements, communications and instruments
delivered or required to be delivered by Buyer to Seller pursuant to this Agreement.



 


		(E)	From and after the occurrence and continuance of any default, event of default or other similar
condition or event under the Indenture, Buyer shall continue to perform and be bound by the provisions of this Agreement (except
as otherwise expressly provided in this Agreement).”;



 


		(iii)	notwithstanding anything to the contrary in this Indenture, following the completion of the sale
of such Participation Interest, the Lien of this Indenture shall not apply to any Sold Participation Interest Loan and any related
Sold PI Loan Collections received by or on behalf of the Issuer in respect thereof;



 




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		(iv)	the Issuer hereby directs the Trustee to deposit Sold PI Loan Collections into the Sold PI Loan
Collection Subaccount and pay any Sold PI Loan Collections received in respect of any Sold Participation Interest Loan that is
the subject of such Participation Interest to the MPA Counterparty in accordance with Section 10.2 hereof;



 


		(v)	the exercise of voting and other consensual rights by the Issuer in respect of the related Portfolio
Asset or portion so transferred shall be allocated as provided in the relevant Master Participation Agreement; and



 


		(vi)	with respect to any elevation in accordance with the relevant Master Participation Agreement, (A)
the Collateral Manager on behalf of the Issuer shall promptly notify the Trustee of such elevation in the form of an Issuer Order
pursuant to Section 10.6(a) and (B) at all times following receipt of such notice, the Trustee shall recognize the MPA Counterparty
as record holder of the applicable Sold Participation Interest Loan and such Sold Participation Interest Loan shall be released
from the Lien of the Indenture and cease to be a Portfolio Asset hereunder.



 


		12.4	Calculation of Required Contributions and Withdrawals by the Sole Member under the Equity Contribution
Agreement



 


The Issuer (or the Collateral Manager on
behalf of the Issuer) shall calculate on each Business Day, with respect to any actual or proposed sale, disposition, acquisition,
exchange or repayment of all or any part of a Portfolio Asset each amount required to be contributed or withdrawn by the Sole Member
under Section 3 of the Equity Contribution Agreement and shall promptly notify the Issuer, the Collateral Manager, the Trustee,
the Collateral Administrator and the Sole Member of any such amount no later than 5:00 p.m. (New York time) on such Business
Day.


 


		13.	Relations Among Holders



 


		13.1	Relations among Holders



 


Each Holder agrees, for the benefit of
all Holders, not to cause the filing of a petition in bankruptcy against the Issuer until the payment in full of all Notes (and
any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request of the Issuer)
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. In the event one or more Holders of Notes cause the filing of a petition in bankruptcy
against the Issuer prior to the expiration of such period, any claim that such Holder(s) have against the Issuer or with respect
to any Collateral (including any proceeds thereof) shall be fully subordinate in right of payment to the claims of each Holder
of any Note that does not seek to cause any such filing, with such subordination being effective until each Note held by each Holder
that does not seek to cause any such filing is paid in full in accordance with the Priority of Payments set forth herein (after
giving effect to such subordination). The foregoing sentence (the terms of which are referred to herein as the Bankruptcy
Subordination Agreement) shall constitute a “subordination agreement” within the meaning of Section 510(a)
of the Bankruptcy Code, Title 11 of the United States Code, as amended. The Issuer shall direct the Trustee to segregate payments
and take other reasonable steps to effect the foregoing, and the Issuer shall obtain a separate CUSIP for the Notes held by such
Holder(s) (such Notes, the Bankruptcy Subordinated Class).


 




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		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.


 


		14.	Miscellaneous



 


		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 and, where required by the Issuer shall, 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), 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 and, where required by the Issuer, shall 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, 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, the
Issuer, or any other Person stating that the information with respect to such matters is in the possession of the Collateral Manager,
the Issuer or such other Person, unless such counsel knows that the certificate or opinion or representations with respect to such
matters are erroneous.


 




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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.


 


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).


 


		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 writing 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 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 Note Register.



 


		(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, the Issuer
or any other Person in reliance thereon, whether or not notation of such action is made upon such Note.



 




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		14.3	Notices, etc., to Trustee, the Issuer, the Collateral Manager, the Collateral Administrator, the
Paying Agent, the Liquidation Agent



 


		(a)	Any request, demand, authorization, direction, instruction, order, notice, consent, waiver or Act
of Holders or other documents provided or permitted by this Indenture to be made upon, given, delivered, 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 an Authorized Representative of the entity sending such request, demand, authorization, direction, instruction, order, notice,
consent, waiver or other document (or, in the case of the Collateral Manager sending such request, demand, authorization, direction,
instruction, order, notice, consent, waiver or other document on behalf of the Issuer, executed by an Authorized Representative
of the Collateral Manager), provided that any demand, authorization, direction, instruction, order, notice, consent, waiver
or other document is sent to the Corporate Trust Office;



 


		(ii)	the Issuer shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, hand delivered, sent by overnight courier service or by facsimile or other electronic transmission in
legible form, to the Issuer addressed to it at Murray Hill Funding II, LLC, 3 Park Avenue, 36th Floor, New York, NY 10016, Attention:
Keith Franz, telephone no. 212 418 4710, e-mail: kfranz@cioninvestments.com, or at any other address previously furnished
in writing to the other parties hereto by the Issuer, as the case may be, with a copy to the Collateral Manager at its address
below;



 


		(iii)	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 or other electronic transmission
in legible form, to the Collateral Manager addressed to it at CĪON Investment Management, LLC, 3 Park Avenue, 36th Floor,
New York, NY 10016, Attention: Keith Franz, telephone no. 212 418 4710, e-mail: kfranz@ cioninvestments.com, or at any other
address previously furnished in writing to the other parties hereto by the Collateral Manager;



 


		(iv)	the Bank shall be sufficient for every purpose hereunder if in writing and mailed, hand delivered,
sent by overnight courier service or by facsimile or other electronic transmission in legible form, addressed to the Corporate
Trust Office or at any other address previously furnished in writing to the other parties hereto by the Bank;



 




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		(v)	the Collateral Administrator shall be sufficient for every purpose hereunder if in writing and
mailed, hand delivered, sent by overnight courier service or by facsimile or other electronic transmission in legible form, to
the Collateral Administrator at the Corporate Trust Office, or at any other address previously furnished in writing to the other
parties hereto by the Collateral Administrator; and



 


		(vi)	the Liquidation Agent 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 or other electronic transmission
in legible form, addressed to UBS AG, London Branch, Structured Funding, 1285 Avenue of the Americas, New York, NY 10019-6064,
Tel: (203) 719-1611, e-mail: OL-Structured-Financing-Group@ubs.com, or at any other address previously furnished in writing
to the other parties hereto by UBS.



 


		(b)	In the event that any provision in this Indenture 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 unless otherwise expressly specified herein.



 


		(c)	Any reference herein to information being provided “in writing” shall be deemed to
include each permitted method of delivery specified in sub clause (a) above.



 


		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, to each Holder affected by such event, at the address of such Holder as it appears in the Note Register (or, in the case
of Holders of Global Notes, emailed to DTC for distribution to each Holder affected by such event), 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.


 




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The Trustee will deliver to the Holders
any information or notice relating to this Indenture requested to be so delivered by at least 25% of the Holders (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 Holder status.


 


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.


 


		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.


 


		14.6	Successors and Assigns



 


All covenants and agreements in this Indenture
by the Issuer shall bind its successors and assigns, whether so expressed or not.


 


		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.


 




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		14.8	Benefits of Indenture



 


The Liquidation Agent, the Collateral Manager,
the Bank and (solely for purposes of Section 12.1(a)(iv), Section 12.2(a)(v), as provided in Section 2.13(h) and
any other provision hereof that specifically provides for UBS to have the right to make a determination, receive a notice, report
or certificate, make a request, give consent or otherwise exercise discretion) UBS shall each be an express third party beneficiary
of each agreement or obligation in this Indenture (including, without limitation, any right to make a determination, receive a
notice, report or certificate, make a request, give consent or direct a disposition expressed as being exercisable by the Liquidation
Agent or Collateral Manager hereunder). Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the Holders, the Collateral Manager, the Liquidation Agent, the Collateral
Administrator and the Bank, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


		14.9	Legal Holidays



 


In the event that 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, as the case may be.


 


		14.10	Governing Law



 


This Indenture and the Notes shall be construed
in accordance with, and this Indenture and the Notes and any matters arising out of or relating in any way whatsoever to this Indenture
or the Notes, shall be governed by, the law of the State of New York.


 


		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 in this Indenture
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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		14.12	WAIVER OF JURY TRIAL





 


EACH OF THE ISSUER AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE OF SUCH NOTE OR INTEREST THEREIN SHALL BE DEEMED TO WAIVE, 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.


 


		14.13	Counterparts



 


This Indenture (and each amendment, modification
and waiver in respect of this Indenture) may be executed and delivered in counterparts (including by e-mail, facsimile or other
electronic 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 of this Indenture by e-mail (PDF), facsimile or other electronic transmission shall be effective
as delivery of a manually executed counterpart of this Indenture.


 


		14.14	Acts of Issuer



 


Any 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.





 




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		14.15	Confidential Information


 


		

                                                   

                                                   (a)
	The Trustee, the Collateral Administrator and each Holder of Notes will maintain the confidentiality
of and will not disclose the Confidential Information; 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 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; (iv) 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 or from whom such Person seeking financing on the Note or any part thereof (if such Person has agreed
in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 14.15); (v) any
other Person from which such former Person offers to purchase any security of the Issuer (if such other Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the provisions of this Section 14.15); (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) any other Person
with the prior written consent of the Issuer, the Sole Member, the Liquidation Agent or the Collateral Manager; or (ix) 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 upon prior notice to
the Issuer (unless and to the extent such notice is 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 upon prior notice to the Issuer (unless
and to the extent such notice is 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 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 Holders by the Trustee or the Collateral Administrator of any report of information required by the terms of this Indenture
to be provided to Holders shall not be a violation of this Section 14.15. Each Holder of Notes agrees, except as set forth
in clauses (vi), (vii) and (ix) 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 any Confidential Information in violation of this Section 14.15.
In the event of any required disclosure of the Confidential Information by such Holder, such Holder agrees to use reasonable efforts
to protect the confidentiality of the Confidential Information. Each Holder 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.



 


		(b)	For the purposes of this Section 14.15, Confidential Information means information
delivered to the Trustee, the Collateral Administrator, any other party to a Transaction Document or any Holder of Notes by or
on behalf of the Issuer (or otherwise obtained by the Trustee, the Collateral Administrator, any other party to a Transaction Document
or any Holder from the Issuer or the Collateral Manager) in connection with and relating to the transactions contemplated by or
otherwise pursuant to this Indenture; 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 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 any person acting
on behalf of the Trustee, the Collateral Administrator or any Holder; (iii) otherwise is known or becomes known to the Trustee,
the Collateral Administrator or any Holder other than (x) through disclosure by or on behalf of the Issuer or the Collateral
Manager or (y) to the knowledge of the Trustee, the Collateral Administrator or a Holder, 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 the Collateral Manager or a contractual
duty to the Issuer or the Collateral Manager; or (iv) is allowed to be treated as non-confidential by prior written consent
of the Issuer.



 




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		(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.



 


		15.	Assignment of Certain Agreements



 


		15.1	Assignment of Collateral Management Agreement, Collateral Administration Agreement, Equity Contribution
Agreement, Master Loan Purchase Agreement and any Master Participation 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, the Collateral
Administration Agreement, the Equity Contribution Agreement, the Master Loan Purchase Agreement and any Master Participation Agreement
including (i) the right to give all notices, consents and releases thereunder, (ii) the right to receive all notices,
accountings, consents, releases and statements thereunder, (iii) the right to do any and all other things whatsoever that
the Issuer is or may be entitled to do thereunder, (iv) with respect to the Collateral Management Agreement, 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, and (v) with respect to the Equity
Contribution Agreement, the right to give equity contribution notices and 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 Issuer shall
retain, and the Trustee shall not have, the authority to exercise any of the rights set forth in (i) through (v) above or
that may otherwise arise as a result of the Grant until the occurrence of an Event of Default hereunder and such authority of the
Trustee shall terminate at such time, if any, as such Event of Default is cured or waived.



 


		(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,
the Collateral Administration Agreement, the Equity Contribution Agreement, the Master Loan Purchase Agreement and any Master Participation
Agreement nor shall any of the obligations contained in such agreements be imposed on the Trustee.



 




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		(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 Collateral from the Lien of this Indenture, this assignment and all rights herein assigned
to the Trustee for the benefit of the Holders shall cease and terminate and all the estate, right, title and interest of the Trustee
in, to and under the Collateral Management Agreement, the Collateral Administration Agreement, the Equity Contribution Agreement,
the Master Loan Purchase Agreement and any Master Participation Agreement shall revert to the Issuer and no further instrument
or act shall be necessary to evidence such termination and reversion.



 


		(d)	The Issuer represents that the Issuer has not executed any other assignment of the Collateral Management
Agreement, the Collateral Administration Agreement, the Equity Contribution Agreement, the Master Loan Purchase Agreement or any
Master Participation Agreement.



 


		(e)	The Issuer agrees that, subject to clause (c) above, 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 upon request of the Trustee, 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 standard of care set
forth in the Collateral Management Agreement) 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 Holders 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)	Neither the Issuer nor the Collateral Manager will enter into any agreement amending, modifying
or terminating the Collateral Management Agreement (other than an amendment to correct inconsistencies, typographical or other
errors, defects or ambiguities) or selecting or consenting to a successor manager except with the consents and satisfaction of
the conditions specified in the Collateral Management Agreement entered into on the Closing Date.



 




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		(v)	The Collateral Manager agrees not to cause the filing of a petition in a bankruptcy or similar
Proceeding against or on behalf of the Issuer 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 a day, following such payment. Nothing
in this Section 15.1 shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration
of the aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding
filed or commenced on behalf of the Issuer at the direction of the Collateral Manager or Sole Member) or (B) any involuntary
insolvency Proceeding filed or commenced by a Person other than the Collateral Manager or Sole Member.



 


		(vi)	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 (except as otherwise
expressly provided in the Collateral Management Agreement).



 


		(vii)	From and after the occurrence and during the continuance of an Event of Default, and also if any
event occurs that under the Collateral Management Agreement would entitle the Issuer to terminate the Collateral Management Agreement
or remove or replace the Collateral Manager, the Collateral Manager shall not take or refrain from taking any action authorized
or required under the Collateral Management Agreement without the consent of the Majority Holders.



 


		(g)	Upon a Trust Officer of the Trustee receiving written notice (i) from the Collateral Manager
that an event constituting “Cause” as defined in the Collateral Management Agreement has occurred, (ii) that the
Collateral Manager is resigning or is being removed, with or without “Cause” or (iii) of a successor collateral manager,
the Trustee shall, not later than three Business Days thereafter, notify the Holders (as their names appear in the Note Register).



 


		(h)	The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Sole
Member in the Equity Contribution Agreement, to the following:



 


		(i)	The Sole Member shall consent to the provisions of this assignment and agree to perform any provisions
of this Indenture applicable to the Sole Member subject to the terms of the Equity Contribution Agreement.



 


		(ii)	The Sole Member shall acknowledge that the Issuer is assigning all of its right, title and interest
in, to and under the Equity Contribution Agreement to the Trustee as representative of the Holders and the Sole Member shall agree
that all of the representations, covenants and agreements made by the Sole Member in the Equity Contribution Agreement are also
for the benefit of the Trustee.



 


		(iii)	The Sole Member shall deliver to the Trustee copies of all notices, statements, communications
and instruments delivered or required to be delivered by the Sole Member to the Issuer pursuant to the Equity Contribution Agreement.



 




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		(iv)	Neither the Issuer nor the Sole Member will enter into any agreement amending, modifying or terminating
the Equity Contribution Agreement (other than an amendment to correct inconsistencies, typographical or other errors, defects or
ambiguities that, in each case, does not in any way affect the maintenance of a consistent aggregate Advance Value of Portfolio
Assets and Cash held by the Issuer by means of contributions and withdrawals under the Equity Contribution Agreement) without prior
written consent of the Trustee (which shall be given at the direction of the Majority Holders) and the Liquidation Agent.



 


		(v)	The Sole Member agrees not to cause the filing of a petition in a bankruptcy or similar Proceeding
against or on behalf of the Issuer 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 a day, following such payment. Nothing in this
Section 15.1 shall preclude, or be deemed to preclude, the Sole Member from taking any action prior to the expiration of the
aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed
or commenced on behalf of the Issuer at the direction of the Collateral Manager or the Sole Member) or (B) any involuntary
insolvency Proceeding filed or commenced by a Person other than the Sole Member or Collateral Manager.



 


		(i)	The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the relevant
MPA Counterparty to any Master Participation Agreement, to the following:



 


		(i)	The relevant MPA Counterparty shall consent to the provisions of this assignment.



 


		(ii)	The relevant MPA Counterparty shall acknowledge that the Issuer is assigning all of its right,
title and interest in, to and under the relevant Master Participation Agreement to the Trustee as representative of the Holders
and the relevant MPA Counterparty shall agree that all of the representations, covenants and agreements made by the relevant MPA
Counterparty in the relevant Master Participation Agreement are also for the benefit of the Trustee.



 


		(iii)	The relevant MPA Counterparty shall deliver to the Trustee copies of all notices, statements, communications
and instruments delivered or required to be delivered by the relevant MPA Counterparty to the Issuer pursuant to the relevant Master
Participation Agreement.



 


		(iv)	The relevant MPA Counterparty agrees not to cause the filing of a petition in a bankruptcy or similar
Proceeding against or on behalf of the Issuer 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, following such payment. Nothing in this
Section 15.1 shall preclude, or be deemed to stop, an MPA Counterparty from taking any action prior to the expiration of the
aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed
or commenced on behalf of the Issuer at the direction of the relevant MPA Counterparty or Sole Member) or (B) any involuntary insolvency
Proceeding filed or commenced by a Person other than the relevant MPA Counterparty or Sole Member.



 




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		(v)	From and after the occurrence and continuance of an Event of Default, the relevant MPA Counterparty
shall continue to perform and be bound by the provisions of the relevant Master Participation Agreement (except as otherwise expressly
provided in any Master Participation Agreement).



 


– signature page follows –


 




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IN WITNESS WHEREOF, we have set
our hands as of the day and year first written above.


 


	MURRAY HILL FUNDING II, LLC,	 
	Issuer	 
	 	 
	By:  MURRAY HILL FUNDING, LLC,	 
	Sole Member	 
	 	 	 
	By:	/s/ Michael A. Reisner	 
	Name:	Michael A. Reisner	 
	Title:	Co-Chief Executive Officer	 


 




     


     


    

 


	U.S. BANK NATIONAL ASSOCIATION,	 
	as Trustee	 
	 	 	 
	By:	/s/ Ralph J. Creasia, Jr	 
	Name:	Ralph J. Creasia, Jr.	 
	Title:	Senior Vice President	 


 




     


     


    

 


SCHEDULE 1






Initial Portfolio Assets