Exhibit 10.2


 


EXECUTION COPY


 


INDENTURE (this Indenture),
dated as of April 7, 2015 between BDCA HELVETICA
FUNDING, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (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 and the Collateral Administrator (collectively, the
Secured Parties), all of its right, title and interest in, to and under, in each case, whether now owned or existing,
or hereafter acquired or arising, (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; provided that such Grants shall not include any Excepted Property (the assets referred to
in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral).


 




    	 



    	 



    

 


The above Grant of Collateral is made in favor
of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except
as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably
without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise.
The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture,
(i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable
under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance
with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations).
The foregoing Grant shall, for the purpose of determining the property subject to the Lien of this Indenture, be deemed to include
any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, 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 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.


 




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


 


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


 


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


 


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


 


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, 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 (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.


 


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 FATCA Compliance and
is 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%.


 


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.


 




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


 


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


 


Aggregate Portfolio Par Value:
On any date of determination, the Aggregate Principal Balance of (a) all Portfolio Assets plus (b) all Eligible Investments held
in any Account other than the Expense Account.


 


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


 


Asset Eligibility Criteria: Criteria
satisfied in respect of a Portfolio Asset or prospective Portfolio Asset on the trade date for the relevant purchase or acquisition
thereof (the Portfolio Asset Trade Date) if:


 


		(a)	the obligation is a Loan, excluding any Participation Interest therein or 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 constitutes a legal, valid, binding and enforceable obligation of each related Portfolio
Asset Obligor, enforceable against such person in accordance with its terms;



 


		(c)	the obligation is not a lease;



 


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



 


		(e)	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;



 


		(f)	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);



 


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



 


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



 




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



 


		(j)	the Issuer would be entitled to receive all interest payments on such obligation free of U.S. Federal
or foreign withholding tax 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;



 


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



 


		(l)	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;



 


		(m)	the obligation is Registered;



 


		(n)	the obligation is not a Bond (other than any security received in lieu of debts previously contracted
with respect to a Loan held by the Issuer) or a Synthetic Security;



 


		(o)	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;



 


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



 


		(q)	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 the consent of any Portfolio Asset Obligor or any agent.



 


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


 




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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 Board of Directors or the Sole Shareholder within the powers vested
to it pursuant to the Issuer’s Constitutive Documents and (ii) the Sole Shareholder, any action taken by the board of directors
or managers of or any Officer of the Sole Shareholder within the powers vested to such Person or Persons pursuant to the Sole Shareholder’s
Constitutive Documents, within the powers vested to it pursuant to the Constitutive Documents of the Sole Shareholder.


 


Balance: On any date, with respect
to Cash or Eligible Investments in any Account, the aggregate of the (i) current balance of Cash, demand deposits, time 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, Part V of the Companies Law (2013 Revision) of the Cayman Islands, the Foreign
Bankruptcy Proceedings (International Cooperation) Rules 2008 of the Cayman Islands and the Companies Winding Up Rules 2008 of
the Cayman Islands, each as amended from time to time.


 


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


 


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


 




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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 Corporate Trust Office is located or on which the New York Stock Exchange or banks are authorized
or obligated by law or executive order to close in New York, New York.


 


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.


 


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: April 7, 2015.


 


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.


 




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


 


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: Business
Development Corporation of America, a corporation incorporated under the laws of Maryland.


 


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


 


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


 


Collateral Manager Fee: 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 and the Interest Collection Subaccount.


 


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


 


Constitutive Documents: With
respect to (i) the Issuer, the Issuer’s Certificate of Incorporation on Change of Name dated March 12, 2015 and amended and
restated Memorandum and Articles of Association as adopted on March 31, 2015, as each may be amended, revised or restated from
time to time and (ii) the Sole Shareholder, the Sole Shareholder’s Second Articles of Amendment and Restatement, dated as
of August 19, 2013, and Bylaws, adopted on January 14, 2011, as each may be amended, revised or restated from time to time.


 


Contribution: Each capital contribution
made by the Initial Holder 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, 3rd
Floor, Boston, MA 02110, Attention: Global Corporate Trust Services – BDCA Helvetica Funding, Ltd. 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; 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.


 




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


 


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(c).


 


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 three Business Days from the date of such default if the Collateral Manager has certified to the
Trustee that the payment failure is not due to credit-related reasons), (b) there has occurred any other default with respect to
such Portfolio Asset that in the opinion of the Collateral Manager 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 known to the Collateral Manager or notified by the Trustee to the Collateral Manager as to the payment
of principal and or interest (without regard to any notice requirement or grace period) 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 satisfaction of such notice requirement or the termination of such grace period, constitute a default,
event of default or similar condition or event (howsoever described) under the terms of the instrument or agreement pursuant to
which such Portfolio Asset was issued or created, (d) other than in the case of a DIP Loan, a bankruptcy or insolvency event has
occurred with respect to any obligor on such Portfolio Asset; provided that the institution or presentation against such
obligor by a third party of a proceeding seeking a judgment of insolvency or bankruptcy or any other relief or of a petition for
such obligor’s winding-up or liquidation shall not constitute a bankruptcy or insolvency event for the purposes of this clause
(d) if (i) the Collateral Manager certifies to the Trustee and UBS within three Business Days of such institution or presentation
that it has reasonably determined that such institution or presentation has not occurred as a result of a decline in the creditworthiness
of such obligor and (ii) the relevant proceeding or petition is dismissed, discharged, stayed or restrained within 30 days of the
institution or presentation thereof or (e) there has been proposed or effected (i) any exchange or other restructuring involving
a Portfolio Asset that amounts to a diminished financial obligation or (ii)(x) a modification or amendment to the Underlying Instrument
or (y) an exchange or other restructuring involving a Portfolio Asset that has the sole purpose of enabling or otherwise materially
serves to facilitate the ability of the obligor to avoid a default; provided that, in each of the cases set forth in clauses
(a) through (e) above, such Portfolio Asset will only constitute a "Defaulted Obligation" for so long as such default
has not been cured or waived.


 




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


 


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



 


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



 


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



 


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



 


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



 


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


 


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


 


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



 


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



 


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



 




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		(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



 


		(vii)	in the case of each general intangible,



 


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



 




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		(b)	causing the registration of the security interest granted under this Indenture in the Register
of Mortgages and Charges of the Issuer at the Issuer’s registered office in the Cayman Islands.



 


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.


 


DIP Loan: A loan made to a debtor-in-possession
pursuant to Section 364 of the U.S. Bankruptcy Code, Title 11 of the United States Code, having the priority allowed by either
Section 364(c) or 364(d) of the U.S. Bankruptcy Code, Title 11 of the United States Code, and fully secured by senior
Liens.


 


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


 


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


 


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


 


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



 




    	Page 12



    	 



    

 


		(ii)	demand and time deposits in, certificates of deposit of, or bankers’ acceptances issued by
any depository institution 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, in each case payable within 183 days after
issuance, so long as the commercial paper and/or the debt obligations of such depository institution (or, 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;



 


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, other than those referred to in clause (iii) above, as mature (or are putable
at par to the issuer thereof) no later than the Business Day prior to the next Payment Date unless such Eligible Investments are
issued by the Bank, in which event such Eligible Investments may mature on such Payment Date; 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 by any jurisdiction
if received by the Sole Shareholder 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.


 




    	Page 13



    	 



    

 


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 Shareholder, the Issuer and the Trustee.


 


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.


 


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


 


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, as 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).


 




    	Page 14



    	 



    

 


Global Master Repurchase Agreement:
The TBMA/ISMA Global Master Repurchase Agreement (2000 Version) dated as of March 31, 2015 (including any annex, confirmation and
any transaction supplement exchanged thereunder and as amended, modified or otherwise supplemented from time to time) between the
Sole Shareholder and UBS.


 


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


 


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.


 


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 V 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.


 




    	Page 15



    	 



    

 


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


 


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


 


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 Holder: Sole Shareholder.


 




    	Page 16



    	 



    

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.


 


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.


 




    	Page 17



    	 



    

 


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.


 


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.


 


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


 


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 (i) includes
financial covenants and (ii) 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.


 


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


 


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


 




    	Page 18



    	 



    

 


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 Shareholder to perform any of its obligations under the Notes or any other Transaction
Document to which it is a party or (c) the rights of or benefits available to any of the Holders or the Trustee under the
Notes or any of the other Transaction Documents.


 


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 15th 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 15th day of April 2015 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 Industry Classification:
The industry classifications set forth in Schedule 1 hereto, as such industry classifications shall be updated at the option
of the Collateral Manager if Moody’s publishes revised industry classifications.


 


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.


 


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


 


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


 


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).


 




    	Page 19



    	 



    

 


Officer: (a) With respect to
the Issuer, any director, Chairman of the Board of Directors or any Person authorized thereby to take any and all actions necessary
to consummate the transactions contemplated by the Transaction Documents; (b) with respect to any other entity that is a partnership,
any general partner thereof or any Person authorized by such entity; (c) with respect to any other entity that is a limited liability
company, any member thereof or any Person authorized by such entity; and (d) with respect to the Trustee 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);



 


		(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;



 




    	Page 20



    	 



    

 


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).


 


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
eight 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 of 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.


 


Portfolio Asset: A Loan. Unless
the context otherwise requires, all references to a Portfolio Asset will refer to a 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".


 




    	Page 21



    	 



    

 


Principal Balance: Subject to
Section 1.2, with respect to any item of Collateral, the outstanding principal amount of such Collateral (excluding any capitalized
interest that equals or exceeds 25% of such principal amount).


 


Principal Collections: With respect
to any Monthly Period, (a) all collections of principal on a Portfolio Asset (excluding any capitalized interest) 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) and (b) 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; 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).


 


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 pursuant
to Section 6.7 and the other provisions of this Indenture; and


 


third, to the Bank in each
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, up to an aggregate amount (together with amounts paid under "second"
above) of U.S.$250,000 per calendar year (pro rated for the partial calendar year 2015, 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);


 


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.


 




    	Page 22



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Page 23



    	 



    

 


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.


 


Second Lien Loan: Subject to
the proviso to the definition of "Senior Secured Loan", any Loan that:


 


		(a)	(i) is not (and is not by its terms permitted to become) subordinate in right of payment to
any other obligation of the Portfolio Asset Obligor of such Loan (other than with respect to trade claims, capitalized leases or
similar obligations), but which is subordinated (with respect to the application of proceeds of pledged collateral) to a Senior
Secured Loan of the Portfolio Asset Obligor; (ii) is secured by a valid second-priority perfected security interest or Lien
in, to or on specified collateral securing the Portfolio Asset Obligor's obligations under such Loan; (iii) the value of the
collateral securing the Loan together with other attributes of the Obligor (including, without limitation, its general financial
condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in
the commercially reasonable judgment of the Collateral Manager) to repay such Loan in accordance with its terms and to repay
all other Loans of equal or higher seniority secured by a Lien or security interest in the same collateral; and (iv) is not secured
solely or primarily by common stock or other equity interests; provided that the limitation set forth in this clause (iv)
shall not apply with respect to a Loan made to a parent entity that is secured solely or primarily by the stock of one or more
of the subsidiaries of such parent entity to the extent that the granting by any such subsidiary of a Lien on its own property
would violate law or regulations applicable to such subsidiary (whether the obligation secured is such Loan or any other similar
type of Indebtedness owing to third parties); or



 


		(b)	is a Unitranche Loan.



 


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, as amended.


 




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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.


 


Senior Secured Loan: Any Loan
that: (i) is not (and by its terms is not permitted to become) subordinate in right of payment to any other debt for borrowed money
incurred by the Portfolio Asset Obligor of such Loan and (ii) is secured by a valid first priority perfected security interest
or Lien on specified collateral (such collateral, together with any other pledged assets, having a value (as reasonably determined
by the Collateral Manager at the time of acquisition, which determination will not be questioned based on subsequent events) equal
to or greater than the Principal Balance of such Loan) securing the Portfolio Asset Obligor’s obligations under such Loan,
which security interest or Lien is subject to customary liens; provided that any Loan that would otherwise be a Senior Secured
Loan and the payment of principal of which, prior to any default, event of default, financial covenant test failure or other similar
event, occurs after the payment of principal of any other term loan(s) of the Portfolio Asset Obligor of such Loan shall not be
a "Senior Secured Loan" and shall instead be a "Second Lien Loan".


 


Similar Law: Any
Federal, State, local, non-U.S. or other law or regulation that could cause the underlying assets of the Issuer to be treated as
assets of the investor in any Note (or any interest therein) by virtue of its interest and thereby subject the Issuer 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.


 


Sole Shareholder: Business Development
Corporation of America, a corporation incorporated under the laws of Maryland.


 


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


 


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


 


Subscription Agreement: The agreement
dated as of April 7, 2015 by and between the Issuer and the Sole Shareholder relating to the acquisition of U.S.$300,000,000 of
the Notes.


 


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.


 




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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.


 


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 Redemption: The meaning specified
in Section 9.2.


 


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.


 




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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.


 


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


 


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


 


Underlying Instrument: The indenture,
credit agreement or other agreement pursuant to which a Portfolio Asset has been issued or created and each other agreement (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.


 


Unitranche Loan means a Loan
structured as a first lien senior secured credit facility but representing combined economics of senior and second lien or subordinated
debt pursuant to documentation substantially in the form of a “unitranche bank loan”.


 


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


 


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


 


U.S. 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.


 


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


 


		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.


 




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		(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.



 


		(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.



 


		(f)	To the extent in the reasonable determination of the Trustee or 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 Collateral Administrator 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 Collateral Administrator shall follow such direction, and together with the Trustee, shall
be entitled to conclusively rely thereon without any responsibility or liability therefor.



 


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



 




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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.



 




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		(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.



 


		(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(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 Notes that may be authenticated and delivered under this Indenture
is limited to U.S.$300,000,000, 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.



 


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



 


	Class Designation	 	A
	Original Aggregate Principal Amount	 	U.S.$300,000,000
	Stated Maturity	 	April 7, 2025


 




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The Class A Notes shall be issued
in minimum denominations of U.S.$3,500,000 and integral multiples of U.S.$1,000 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 Trustee 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.


 


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


 


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


 


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


 




    	Page 32



    	 



    

 


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.



 


		(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.



 




    	Page 33



    	 



    

 


		(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 34



    	 



    

 


		(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.



 




    	Page 35



    	 



    

 


		(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.



 


		(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.



 




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



 


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



 


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



 


		(A)	none of the Issuer, the Sole Shareholder, the Collateral Manager, the 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 Shareholder, 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 Shareholder, the Collateral Manager,
the Liquidation Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates;



 




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		(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 U.S.$25,000,000 in securities of issuers that
are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A under
the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under the Securities Act that holds the assets
of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan, who is purchasing the Notes
in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder 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;



 


		(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;



 




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



 


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



 


		(M)	such beneficial owner has not acquired its interest in the Notes pursuant to an invitation to the
public in the Cayman Islands.



 


		(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.



 


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



 




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		(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 Shareholder, 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.



 


		(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.



 




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		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.


 


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.


 




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		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 up to and (and including) such day
during such Monthly Period (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). 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).



 


		(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.



 


		(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 Cayman Islands, the United States of America,
any other jurisdiction or any political subdivision thereof or taxing authority therein or to comply with any reporting or other
requirements under any such law or regulation. The 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.



 




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		(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 U.S.$1,000
aggregate principal amount of Notes and the place where Notes may be presented and surrendered for such payment.



 


		(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.



 




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		(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.


  


		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.



 




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		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 its
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.



 




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		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' Certificate of the Sole Shareholder. An Officer’s certificate of the Sole
Shareholder (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 Shareholder 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) Seward & Kissel LLP, counsel to the Trustee
and the Collateral Administrator; (B) Venable LLP, Maryland counsel to the Issuer and Sole Shareholder; (C) Moore & Van Allen
PLLC, New York counsel to the Issuer and Sole Shareholder; and (D) Freshfields Bruckhaus Deringer US LLP, New York Counsel to UBS;
each dated the Closing Date.



 


		(e)	Cayman Counsel Opinion and English Counsel Opinion. Opinions of: Walkers, Cayman
Islands counsel to the Issuer; and (B) Wedlake Bell LLP, English counsel to the Sole Shareholder; each 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 or 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, 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 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
other requirements of Section 12.2(a).



 


		(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 U.S.$100,000 from the Sole Shareholder, as a
capital contribution to the Issuer, deposited into the Expense Account for use pursuant to Section 10.3(c).



 


		(n)	Recharacterization Language. Any transfer of Portfolio Assets will be made pursuant to the
terms of Master Loan Purchase Agreement. The Master Loan Purchase Agreement shall contain the following wording, or wording similar
thereto, which will apply to each such transfer of Portfolio Assets:



 


“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.”


 


		3.2	Custodianship; Delivery of Portfolio Assets and Eligible
Investments



 


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


 


		4.	Satisfaction
                                         And Discharge



 


		4.1	Satisfaction and Discharge of Indenture



 


This Indenture shall be discharged and shall
cease to be of further effect except as to (i) rights of registration of transfer and exchange, (ii) 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



 




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		(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



 


		(iii)	following an election to act in accordance with the provisions of Section 5.5(a) that has
been made and not rescinded, 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.


 




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		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.


 


		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 15 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 5 Business Days after the Bid Deadline;



 


		(iii)	the Collateral Manager shall select the winning bidder(s);



 




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		(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



 


		(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, 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; 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, or (ii) by the Sole Shareholder
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



 




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		(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 Shareholder 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 Sole Shareholder, such representation, warranty or certification continues unremedied for a period of 30 days after the Issuer
becomes aware of such false or misleading representation, warranty or certification; or



 


		(d)	(i) the Issuer shall default in the performance of any of its other obligations hereunder or (ii)
the Issuer or the Sole Shareholder shall default in the performance of any of its 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



 


		(e)	the Issuer or the Sole Shareholder shall (1) be dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) 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; (3) make a general assignment, arrangement or composition with or for the benefit
of its creditors; (4) institute or have instituted against it a Proceeding seeking a judgment of insolvency or bankruptcy
or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition
shall be presented for its winding-up or liquidation, and, in the case of any such Proceeding or petition instituted or presented
against it, such Proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for
relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained
in each case within 60 days of the institution or presentation thereof; (5) have a resolution passed for its winding-up,
official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) 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; (7) have a secured party take possession of all or substantially all its assets 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; (8) 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 (1) to (7) (inclusive); or
(9) take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing
acts; or



 




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



 


		(i)	the resulting, surviving or transferee Person shall fail
to assume all the obligations of the Issuer or the Sole Shareholder 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 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 Shareholder, as the case may be, immediately prior to such
event (as determined by the Majority Holders); or



 


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



 


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



 


		(i)	any of the Issuer or the Sole Shareholder becomes an investment company required to be registered
under the Investment Company Act; provided that the foregoing shall not be interpreted to include the Sole Shareholder’s
status as a closed-end investment company subject to regulation as a “business development company” within the meaning
of the Investment Company Act1; or



 





 



 





		1	Note to MVA: This provision should not be subject to Section 7.17 because such provision only applies
before an Event of Default has occurred, and so there is no potential overlap.


  




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		(j)	any default, event of default or other similar condition or event (however described) in respect
of Sole Shareholder under any obligation for the payment of Indebtedness of the Sole Shareholder under any agreement or instrument
in an amount greater than U.S.$5,000,000 has resulted in such Indebtedness becoming, or becoming capable at such time of being
declared, due and payable under, such agreement or instrument (including as a result of the early termination thereof), before
it would otherwise have been due and payable; or



 


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



 


Upon obtaining knowledge of the occurrence
of an Event of Default (which, in the case of an event described in clause (k), will be obtained by receipt of notice from UBS,
in its capacity as party to the Global Master Repurchase Agreement, that such event has occurred), each of (i) the Issuer,
(ii) the Trustee, (iii) the Collateral Manager and (iv) the Liquidation Agent shall notify each other. Upon the occurrence
of 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 Event of Default in writing (unless such Event of Default has been waived as provided in Section 5.14).


 


		5.2	Acceleration of Maturity; Rescission and Annulment



 


		(a)	If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 5.1(e)),
the Trustee may, and shall (upon the written direction of the Majority 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(e) 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.



 


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


 




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


 




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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 Shareholder (on behalf of the Issuer in the case of Proceedings relative
to the Sole Shareholder), 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 Shareholder, as applicable, or to the creditors or property
of the Issuer or the Sole Shareholder, 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).


 




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		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)), 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:



 


		(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)	the Trustee in its discretion may, 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).



 




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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.


 


		(b)	If an Event of Default as described in Section 5.1(d) hereof shall have occurred and be continuing
the Trustee shall be entitled, and at the direction of the Majority 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.


 




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		(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 Cayman Islands, U.S. Federal or State bankruptcy or similar laws of any
jurisdiction. Nothing in this Section 5.4 shall preclude, or be deemed to estop, the Trustee, any Secured Party or any Holder
(i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily
filed or commenced by the Issuer or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the
Trustee, such Secured Party or such Holder, respectively, or (ii) from commencing against the Issuer or any of its properties
any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceeding.



 


		5.5	Optional Preservation of Collateral



 


		(a)	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 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.



 




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		(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 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).


 


		(d)	Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c)
and any direction or instruction of the Liquidation Agent thereunder (including, if so directed, as to the manner of sale of any
Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17). In the event of any conflicting notice or instruction delivered to
the Trustee pursuant to Section 12.1(c) and pursuant to Section 5.4 or this Section 5.5, the notice or instruction delivered to
the Trustee pursuant to Section 12.1(c) shall govern 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).



 


		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:


 




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		(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;



 


		(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 Section 2.7(g), but notwithstanding any other provision of this Indenture, the Holder of any Note shall have the right,
which is absolute and unconditional, to receive payment of the principal of 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.


 




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		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.


 


		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



 




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		(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.


 


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).


 




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		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.



 


		(b)	The Trustee, the Sole Shareholder 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.



 




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		(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 no implied covenants or obligations shall be read into this Indenture against the Trustee; and



 


		(ii)	in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; provided that in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they substantially conform 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.



 




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		(b)	In case an Event of Default known to the Trustee has occurred and is continuing, the Trustee shall,
prior to the receipt of directions, if any, from 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 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 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



 


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



 




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		(d)	For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge
of any Event of Default described in Sections 5.1(c), (d), (e), (f), (g), (h), (i), (j) or (k) 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 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).



 


		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;



 




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



 


		(c)	whenever in the administration of this Indenture the Trustee shall (i) deem it desirable that
a matter 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, the Trustee may consult
with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or omitted by it hereunder in good faith and in reliance thereon;



 


		(e)	the Trustee shall be under no obligation to exercise or to honor any of the rights or powers vested
in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall
have provided to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable
attorneys’ fees and expenses of external counsel) and liabilities which might reasonably be incurred by it in compliance
with such request or direction;



 


		(f)	the Trustee shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper
or document, but the Trustee, in its discretion, may, and upon the written direction of Holders of at least 25% of the Outstanding
Notes, or the Liquidation Agent, 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;



 




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		(g)	the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided that the Trustee shall not be responsible for any misconduct or
negligence on the part of any 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 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 with the terms of the Collateral Management Agreement, or to verify
or independently determine the accuracy of information received by the Trustee from the Collateral Manager (or from any selling
institution, agent bank, trustee or similar source) with respect to the Collateral;



 


		(l)	notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be
applicable to a "securities intermediary" as defined in the UCC) to the contrary, neither the Trustee nor the Custodian
shall be under a duty or obligation in connection with the acquisition or Grant by the Issuer to the Trustee of any item constituting
the Collateral, 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;



 




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		(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
shall not be construed as a duty;



 


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



 


		(p)	the Trustee shall not be deemed to have notice or knowledge of any matter unless a Trust Officer
has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office and such
notice references the Notes generally, the Issuer or this Indenture. Whenever reference is made 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;



 


		(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;



 




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		(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; and



 


		(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.



 


		6.4	Not Responsible for Recitals or Issuance of Notes



 


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


 





		6.5	May Hold Notes



 


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



 




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		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



 


		(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.



 




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		(b)	The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable
to it under this Indenture or in any of the Transaction Documents to which the Trustee is a party only as provided in Section 10.3(c)
and 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(e), 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 U.S.$200,000,000, subject to supervision or examination by Federal or State authority, having a rating of at least "Baa1"
(or then equivalent grade) by Moody’s and at least "BBB+" (or then equivalent grade) by S&P and having an office
within the United States of America. If such organization or entity publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.8,
the combined capital and surplus of such organization or 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 Holders of 100% of the Aggregate Outstanding Amount of the Notes by written instrument delivered to the Issuer and the retiring
Trustee. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede any successor Trustee proposed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer
or Holders of 100% of the Aggregate Outstanding Amount of 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;



 




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		(b)	the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect
of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and exercised or performed by the
Trustee or by the Trustee and such co-trustee jointly as shall be provided in the instrument appointing such co-trustee;



 


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



 


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



 


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



 


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



 


		6.13	Certain Duties of Trustee Related to Delayed Payment
of Proceeds



 


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
the end of the applicable grace period for such payment, if any) after such notice (x) such payment shall have been received
by the Trustee or (y) the Trustee has received notice from the Collateral Manager that it is taking action in respect of such
payment, the Trustee shall request the issuer of or obligor on such item of Collateral, the trustee under the related Underlying
Instrument or the paying agent designated by either of them, as the case may be, to make such payment as soon as practicable after
such request but in no event later than five Business Days after the date of such request. 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.


 




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		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.


 


		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) 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 limited purpose
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.



 




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		(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.



 


		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.


 




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		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.


 


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.


 


		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, 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 its main office.


 


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. 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 of the location (unless such location is the Corporate Trust Office) 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.


 




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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:


 


		(a)	allocate all sums received for payment to the Holders of Notes for which it acts as Paying Agent
on each Payment Date and any Redemption Date among such Holders in the proportion specified in the applicable 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;



 




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		(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.


 


		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 an exempted company incorporated under the laws of the Cayman Islands, 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 incorporation from the Cayman Islands 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, (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.



 




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		(b)	The Issuer shall ensure that all exempted 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) 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.



 


		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 7.6 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 hereunder and to:



 




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		(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 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, other than ‘Excepted
Property’" (and that defines Excepted Property in accordance with its definition herein) 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)	Within one Business Day of receipt by the Issuer of any notice in respect of any Portfolio Asset,
the Issuer (or the Collateral Manager on behalf of the Issuer) shall deliver, or cause the delivery of, such notice to the Liquidation
Agent (which shall be a third party beneficiary for purposes of this notification right) and the Trustee.



 


		(e)	(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 Shareholder to obtain replacement promissory notes from
the Portfolio Asset Obligor in amounts reflecting the portion of the Portfolio Asset transferred to Issuer and the portion retained
by Sole Shareholder 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).



 


		7.6	Opinions as to Collateral



 


On any date (a) after October 7, 2019 but before
April 7, 2020 and (a) after October 7, 2024 but before April 7, 2025, the Issuer shall furnish to the Trustee an Opinion of Counsel
relating to 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 year; provided
that the obligation of the Issuer to furnish an Opinion of Counsel under this Section 7.6 may be waived by the Majority Holders.


 




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		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 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.



 


		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 the Cayman Islands (or 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 or any additional equity interests including, without
limitation, any additional shares;



 




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		(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) 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;



 


		(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.



 




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		(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.



 


		7.9	Statement as to Compliance



 


At the request of the Trustee (at the direction
of the Majority Holders), on or before April 30 in each calendar year commencing 2016, 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.


 




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		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 and each Holder (unless such amendment could not reasonably be expected to materially adversely affect any of the
Issuer, the Holders, the Collateral 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.


 


		7.13	Acquisition of Portfolio Assets



 


No Portfolio Asset may be acquired by the Issuer
at any time unless (a) such Portfolio Asset, and the acquisition thereof, complies with the requirements of Section 12.2
and (b) either (I) such Portfolio Asset is acquired as a contribution from the Sole Shareholder or (II) the purchase of such
Portfolio Asset is financed with (i) proceeds of the issuance of the Notes on the Closing Date or (ii) Principal Collections, including
any proceeds thereof or income therefrom or a combination of (I) and (II).


 


		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 (or any successor provision thereto).


 




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		7.15	Certain Tax Matters



 


		(a)	The Issuer shall elect classification as a partnership or disregarded entity, as appropriate, for
U.S. federal income tax purposes pursuant to section 301.7701-3 of the Treasury Regulations and shall not subsequently take any
action that would result in the Issuer being classified as an association taxable as a corporation for U.S. Federal tax purposes.



 


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



 


		(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 Holders and beneficial owners of the Notes and each employee, representative or other agent of
those Persons, may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and tax structure of
the transactions contemplated by this Indenture and all materials of any kind, including opinions or other tax analyses, that are
provided to those Persons. This authorization to disclose the U.S. tax treatment and tax structure does not permit disclosure of
information identifying the Collateral Manager, the Issuer, the Trustee, the Collateral Administrator, the 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. 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	Investment Company Act



 


The Issuer agrees that, in the event that an
Event of Default under Section 5.1(i) has not yet occurred but the Issuer or the Sole Shareholder becomes required to register
as an investment company under the Investment Company Act due to any change in applicable law (including the issuance of any regulation,
guidance or interpretation by any Governmental Authority) that occurs after the Closing Date, the Issuer at its own expense shall
promptly register, or cause the Sole Shareholder to promptly register, as an investment company as so required. Any failure by
the Issuer or the Sole Shareholder to become so registered prior to the effective date of such change in applicable law shall constitute
an Event of Default under Section 5.1(i). The Issuer agrees to promptly provide the Trustee with notice of such registration (and
the Trustee shall forward a copy of such notice to the Holders) and any other documentation as the Trustee may reasonably request.


 


		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), but only with the prior written consent of the Collateral Manager,
the Issuer and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer's
certificate 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 that the Holders of the Notes would not be materially and adversely affected thereby and a certificate described
in Section 8.3(b) (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), 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;



 




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		(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;



 


		(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;



 




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		(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; or



 


		(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).



 


		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
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 Section 8.1, 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 (iii) and
(vi) 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 25% 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 15
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 5 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 15 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.



 




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		(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
unless the Collateral Manager shall have consented in advance thereto in writing.



 


		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 25% 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.



 




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		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 in form approved
by the Trustee 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.


 


		9.	Redemption
                                         of Notes



 


		9.1	Optional Redemption



 


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



 


		(b)	The Issuer 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 amount determined by the
Collateral Manager on behalf of the Issuer that is no less than the lesser of (x) U.S.$10,000,000 and (y) the Aggregate Outstanding
Amount of the Notes at such time;



 


		(ii)	such prepayment shall be paid either (A) from Principal Collections standing to the credit of the
Collection Account or (B) from other funds provided by (or at the direction of) the Sole Shareholder (which shall be deposited
into the Principal Collection Subaccount); and



 


		(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 Determination Date divided by (y)
the Aggregate Outstanding Amount of the Notes on the related Determination 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.



 




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		(c)	In the event of any redemption pursuant to this Section 9.1, the Collateral Manager on behalf of
the Issuer shall, at least 10 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.



 


		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 10 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 U.S.$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 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)	the applicable Redemption Date;



 


		(ii)	the expected Redemption Prices of the Notes to be redeemed;



 




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		(iii)	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



 


		(iv)	in the case of a redemption 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.



 


The Issuer 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 the failure to pay
the Redemption Price for such Notes shall constitute an Event of Default hereunder 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).



 




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		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 2.7(e).



 


		(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.



 




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		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 U.S.$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.


 


		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 two segregated securities accounts, one of which will be designated
the "Interest Collection Subaccount" and one of which will be designated the "Principal Collection Subaccount"
(and which together will comprise the Collection Account), each 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 and each of which shall be maintained with the
Custodian 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. The Trustee shall deposit immediately upon receipt thereof all other amounts 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) and all cash proceeds of issuance of the Notes. The Issuer may
deposit into the Principal Collection Subaccount for the benefit of the Secured Parties, in addition to any amount required hereunder
to be deposited therein, Cash received from time to time from the Sole Shareholder as a capital contribution to the Issuer, and
such deposits shall be designated as Principal Collections. 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.
Subject to Section 10.2(c), amounts in the Collection Account shall be reinvested pursuant to Section 10.4(a). Notwithstanding
the foregoing, the Excepted Property shall be held permanently in the Principal Collection Subaccount and not withdrawn therefrom
until the Issuer is dissolved or liquidated.



 




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		(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.



 


		(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)	The Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon
receipt of such Issuer Order the Trustee shall, pay from amounts on deposit in the 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.



 


		(e)	The Trustee shall transfer to the Payment Account, from the Collection Account, 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.



 




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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 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 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 U.S.$100,000 shall be deposited
into the Expense Account by the Sole Shareholder for use pursuant to this Section 10.3(c). From time to time after the Closing
Date, contributions of additional capital, contributed by the Sole Shareholder to the Issuer pursuant to the Equity Contribution
Agreement as a result of a 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. 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 Expense Account 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 on the immediately succeeding
Payment Date or, on the date such Notes and expenses have been paid in full or otherwise terminated, for distribution pursuant
to Section 11.1(b). 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 Shareholder and the Sole Shareholder shall
be required, pursuant to the Equity Contribution Agreement and within five Business Days of such notification, to make a capital
contribution to the Issuer in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment
to the Expense Account.



 


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 to the Trustee no later than the Business
Day prior to the date of payment of such Priority Administrative Expense.


 




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		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 and the Expense 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, but only
in one or more Eligible Investments of the type described in clause (ii) of the definition of "Eligible Investments"
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 Eligible Investments of
the type described in clause (ii) of the definition of "Eligible Investments" maturing not later than the earlier
of (i) 30 days after the date of such investment (unless putable at par to the Obligor thereof) or (ii) the
Business Day immediately preceding the next Payment Date (or such shorter maturities expressly provided herein). If an Eligible
Investment is issued by the Bank, such Eligible Investment may mature on the Payment Date. 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, all interest and other income from such Eligible Investment shall be deposited
in such Account (or subaccount) and any gain realized from, or loss resulting from, such Eligible Investment shall be credited
or charged to such Account (or subaccount). The Trustee shall not in any way be held liable by reason of any insufficiency of such
accounts which results from any loss relating to any such investment, provided that nothing herein shall relieve the Bank
of (i) its obligations or liabilities under any security or obligation issued by the Bank or any Affiliate thereof or (ii) liability
for any loss resulting from gross negligence, willful misconduct or fraud on the part of the Bank or any Affiliate thereof.



 


		(b)	The Trustee agrees to give the Issuer immediate notice if any Account or any funds on deposit in
any Account, or otherwise to the credit of an Account, shall become subject to any writ, order, judgment, warrant of attachment,
execution or similar process.



 




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		(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.



 


		10.5	Accountings



 


		(a)	Payment Date Report. Not later than the eighth Business Day after the last day of each
                                                           Monthly Period and commencing in April, 2015, 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, 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 April, 2015 as described above and shall be determined with respect to the Monthly Period ending in April, 2015.
                                                           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 next Payment Date.



 




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		(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, Collateral Manager Expenses and Collateral Manager Fees 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.



 


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.


 




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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)	Weekly Reporting. Not later than 5:00 p.m. Central Standard Time on the Friday of each calendar
week (or, if that day is not a Business Day, on the first following 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, a weekly report in a form agreed to by the Issuer and the Collateral Administrator (each
such report, a Weekly Report). The Weekly Report shall contain the following information with respect to each Portfolio
Asset:



 


		(i)	The related Moody’s Industry Classification;



 


		(ii)	The related S&P Industry Classification;



 


		(iii)	An indication as to whether each such Portfolio Asset (1) is a Senior Secured Loan, (2) is a Second
Lien Loan, (3) is a Defaulted Obligation, (4) is a DIP Loan, (5) is a Cov-Lite Loan; (6) pays interest less frequently than quarterly;
and (7) is an Unsecured Loan;



 


		(iv)	The date, if applicable, such Portfolio Asset has become a Defaulted Obligation; and



 


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



 


		(c)	Daily Reporting. Not later than 12:00 p.m. Central Standard 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, 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)	(x) The Aggregate Principal Balance of Portfolio Assets and (y) with respect to each Account, (I)
the Aggregate Principal Balance of Eligible Investments and (II) the Cash balance thereof;



 


		(ii)	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;



 




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		(iii)	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;



 


		(iv)	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;



 


		(v)	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; 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;



 




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		(M)	The facility original amount global;



 


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



 


		(O)	The par amount traded;



 


		(P)	The par amount settled;



 


		(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;



 


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



 


		(I)	The 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; and



 


		(W)	Cash balance of each Account.



 




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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, Weekly 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
U.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph
(a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule
144A under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by
beneficiaries of the plan, who is purchasing the Notes in reliance on the exemption from Securities Act registration provided by
Rule 144A thereunder 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 of such Holder’s Notes that is permitted by the terms of the Indenture to acquire such Holder’s Notes and
that agrees to keep such information confidential in accordance with the terms of the Indenture."


 


		(g)	Availability of Information. The Issuer (or the Trustee on behalf of the Issuer) may post
the information contained in a Payment Date Report, Weekly Report or Daily 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, Weekly 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 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 such sale complies with all applicable requirements of Section 12.1, 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 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 (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 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.



 




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		(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.



 


		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(e) 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;



 


		(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 $500,000 per calendar year (pro rated for the
partial calendar year 2015, 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), then to the payment of accrued and unpaid Collateral Manager Fees;



 


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



 


		(iv)	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 (after giving
effect to payments under Sections 11.1(a)(i), 11.1(a)(ii), 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 Issuer for distribution to the
Sole Shareholder.



 


		(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 Shareholder is not in default of any payment obligation or contribution obligation owing
under the Equity Contribution Agreement;



 


		(ii)	such sale or other disposition is made solely for consideration consisting of cash and otherwise
on arms’ length terms; and



 


		(iii)	such sale or other disposition is made to (A) a buyer of such Portfolio Asset (that may be the
Sole Shareholder) and (B) at a price that, in each case, is approved by UBS in a written consent (not to be unreasonably withheld,
conditioned or delayed) delivered to the Trustee and the Collateral Manager; provided that such consent shall be deemed given if
UBS fails to respond to the written request for approval within three (3) Business Days.



 


		(b)	Mandatory Dispositions. Notwithstanding Section 12.1(a), if any Portfolio Asset acquired
on or after the Closing Date (such acquisition being deemed to occur on the trade date of such acquisition for this purpose) (i)
becomes a Defaulted Obligation or (ii) fails to satisfy any Asset Eligibility Criteria on the applicable Portfolio Asset Trade
Date (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)(i) or that are made or deemed made in respect of such Portfolio Asset pursuant to Section 12.3(b)),
then the Issuer shall, within 14 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.



 




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		(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.



 


		12.2	Acquisition of Portfolio Assets; Eligible Investments



 


		(a)	Acquisition of Portfolio Assets. The Issuer shall not acquire any Portfolio Asset (other
than a Portfolio Asset included in the Portfolio on the Closing Date) unless as of the Portfolio Asset Trade Date (x) such Portfolio
Asset satisfies each of the Asset Eligibility Criteria and (y) each of the following conditions is satisfied:



 


		(i)	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);



 


		(ii)	the Sole Shareholder is not in default of any payment obligation or contribution obligation owing
to the Issuer under the Equity Contribution Agreement; and



 


		(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.



 




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		(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)(i) in respect of such Portfolio Asset; provided that such requirement shall be satisfied, and
such statements shall be deemed to have been made by the Issuer, in respect of any such acquisition by the delivery to the Trustee
of a trade ticket in respect thereof that is signed by an Authorized Representative of the Collateral Manager on behalf of the
Issuer.



 


		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 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).


 




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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 405 Park Avenue, Floor 3, New York, NY 10022, Attention: Bryan Cole/Christopher
Masterson, telephone no. 212.415.6500, facsimile no. 212.421.5799, bcole@bdca.com, cmasterson@bdca.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 405 Park Avenue, Floor 3, New York, NY 10022, Attention: Shiloh Bates,
telephone no. 212.415.6500, facsimile no. 212.421.5799, E-mail: sbates@bdca.com, cmasterson@bdca.com or at any other address previously
furnished in writing to the other parties hereto by the Collateral Manager;



 




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		(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;



 


		(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.


 




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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.


 


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.


 




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		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.


 


		14.8	Benefits of Indenture



 


The Liquidation Agent, the
Collateral Manager, the Bank and (solely for purposes of Section 12.1(a)(iii)) 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 (whether in contract, tort or otherwise), shall be governed by, the law of the State of New York.


 




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		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.


 


		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.


 




    	Page 130



    	 



    

 


		14.15	Confidential Information



 


		(a)	The Trustee 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 (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 Shareholder 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.



 




    	Page 131



    	 



    

 


		(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.



 


		(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.



 




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		15.	Assignment
                                         Of Certain Agreements



 


		15.1	Assignment of Collateral Management Agreement, Collateral Administration Agreement, Equity Contribution Agreement and Master
Loan Purchase 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 and the Master Loan Purchase 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 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 and the Master Loan Purchase Agreement nor shall any
of the obligations contained in such agreements be imposed on the Trustee.



 


		(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
and the Master Loan Purchase 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 or the Master Loan Purchase 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, 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:



 




    	Page 133



    	 



    

		(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.



 


		(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 Shareholder) or (B) any involuntary
insolvency Proceeding filed or commenced by a Person other than the Collateral Manager or Sole Shareholder.



 


		(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).



 




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		(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
Shareholder in the Equity Contribution Agreement, to the following:



 


		(i)	The Sole Shareholder shall consent to the provisions of this assignment and agree to perform any
provisions of this Indenture applicable to the Sole Shareholder subject to the terms of the Equity Contribution Agreement.



 


		(ii)	The Sole Shareholder 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 Shareholder
shall agree that all of the representations, covenants and agreements made by the Sole Shareholder in the Equity Contribution Agreement
are also for the benefit of the Trustee.



 


		(iii)	The Sole Shareholder shall deliver to the Trustee copies of all notices, statements, communications
and instruments delivered or required to be delivered by the Sole Shareholder to the Issuer pursuant to the Equity Contribution
Agreement.



 


		(iv)	Neither the Issuer nor the Sole Shareholder 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) without prior written consent of the Trustee (which shall be given at the direction of the Majority Holders)
and the Liquidation Agent.



 




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		(v)	The Sole Shareholder 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 Shareholder 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 Shareholder) or (B) any involuntary
insolvency Proceeding filed or commenced by a Person other than the Sole Shareholder or Collateral Manager.



 


- signature page follows –


 




    	Page 136



    	 



    

 


IN WITNESS WHEREOF, we have set our
hands as of the day and year first written above.


 


EXECUTED AS A DEED BY


 


BDCA
helvetica funding, ltd.,


as Issuer


 


	By:	/s/ Robert K. Grunewald	 
	 	Name:  Robert K. Grunewald	 
	 	Title: Director	 


 


In the presence of:


 


	Witness:	/s/ Olivia Jung	 
	 	Name:  Olivia Jung	 
	 	Occupation: Executive Assistant	 
	 	Title	 


 


INDENTURE


  




    	 



    	 



    

 


U.S.
Bank National Association

as Trustee


 


	By:	/s/ Maria D. Calzado	 
	 	Name: Maria D. Calzado	 
	 	Title: Senior Vice President	 


 


INDENTURE


  




    	 



    	 



    

 


Schedule 1


 


Moody’s Industry Classifications


 


	Industry 

Number	 	Collateral Description
	1	 	Aerospace & Defense
	2	 	Automotive
	3	 	Banking, Finance, Insurance and Real Estate
	4	 	Beverage, Food, & Tobacco
	5	 	Capital Equipment
	6	 	Chemicals, Plastics, & Rubber
	7	 	Construction & Building
	8	 	Consumer goods: durable
	9	 	Consumer goods: non-durable
	10	 	Containers, Packaging, & Glass
	11	 	Energy: Electricity
	12	 	Energy: Oil & Gas
	13	 	Environmental Industries
	14	 	Forest Products & Paper
	15	 	Healthcare & Pharmaceuticals
	16	 	High Tech Industries
	17	 	Hotel, Gaming, & Leisure
	18	 	Media: Advertising, Printing & Publishing
	19	 	Media: Broadcasting & Subscription
	20	 	Media: Diversified & Production
	21	 	Metals & Mining
	22	 	Retail
	23	 	Services: Business
	24	 	Services: Consumer
	25	 	Sovereign & Public Finance
	26	 	Telecommunications
	27	 	Transportation: Cargo
	28	 	Transportation: Consumer
	29	 	Utilities: Electric
	30	 	Utilities: Oil & Gas
	31	 	Utilities: Water
	32	 	Wholesale


  




    	Page S-2-1



    	 



    

 


Schedule 2


 


S&P Industry Classifications


 


	Collateral

 Code	 	Collateral

Description
	1	 	Aerospace & Defense
	2	 	Air transport
	3	 	Automotive
	4	 	Beverage & Tobacco
	5	 	Radio & Television
	6	 	 
	7	 	Building & Development
	8	 	Business equipment & services
	9	 	Cable & satellite television
	10	 	Chemicals & plastics
	11	 	Clothing/textiles
	12	 	Conglomerates
	13	 	Containers & glass products
	14	 	Cosmetics/toiletries
	15	 	Drugs
	16	 	Ecological services & equipment
	17	 	Electronics/electrical
	18	 	Equipment leasing
	19	 	Farming/agriculture
	20	 	Financial intermediaries
	21	 	Food/drug retailers
	22	 	Food products
	23	 	Food service
	24	 	Forest products
	25	 	Health care
	26	 	Home furnishings
	27	 	Lodging & casinos
	28	 	Industrial equipment
	29	 	 
	30	 	Leisure goods/activities/movies
	31	 	Nonferrous metals/minerals
	32	 	Oil & gas
	33	 	Publishing
	34	 	Rail industries
	35	 	Retailers (except food & drug)
	36	 	Steel
	37	 	Surface transport
	38	 	Telecommunications
	39	 	Utilities
	43	 	Life Insurance
	44	 	Health Insurance
	45	 	Property & Casualty Insurance
	46	 	Diversified Insurance


  




    	S-3-1



    	 



    

 


Contents


 





	seCTION	Page
	 	 	 
	1.	Definitions	2
	 	 	 
	1.1	Definitions	2
	 	 	 
	1.2	Assumptions as to Collateral	27
	 	 	 
	2.	The Notes	29
	 	 	 
	2.1	Forms Generally	29
	 	 	 
	2.2	Forms of Notes	29
	 	 	 
	2.3	Authorized Amount; Stated Maturity; Denominations	30
	 	 	 
	2.4	Execution, Authentication, Delivery and Dating	31
	 	 	 
	2.5	Registration, Registration of Transfer and Exchange	32
	 	 	 
	2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note	41
	 	 	 
	2.7	Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved	42
	 	 	 
	2.8	Persons Deemed Owners	44
	 	 	 
	2.9	Cancellation	45
	 	 	 
	2.10	DTC Ceases to be Depository	45
	 	 	 
	2.11	Non-Permitted Holders or Violation of ERISA Representations or Noteholder Reporting Obligations	46
	 	 	 
	2.12	Tax Certification and Noteholder Reporting Obligations	48
	 	 	 
	3.	Conditions Precedent	49
	 	 	 
	3.1	Conditions to Issuance of Notes on Closing Date	49
	 	 	 
	3.2	Custodianship; Delivery of Portfolio Assets and Eligible Investments	52
	 	 	 
	3.3	Application of Proceeds of Issuance	53
	 	 	 
	4.	Satisfaction And Discharge	53
	 	 	 
	4.1	Satisfaction and Discharge of Indenture	53
	 	 	 
	4.2	Application of Trust Cash	55
	 	 	 
	4.3	Repayment of Cash Held by Paying Agent	55
	 	 	 
	4.4	Disposition of Illiquid Assets	55
	 	 	 
	5.	Remedies	56
	 	 	 
	5.1	Events of Default	56







  




    	i



    	 



    

 





	5.2	Acceleration of Maturity; Rescission and Annulment	59
	 	 	 
	5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	60
	 	 	 
	5.4	Remedies	62
	 	 	 
	5.5	Optional Preservation of Collateral	64
	 	 	 
	5.6	Trustee May Enforce Claims Without Possession of Notes	65
	 	 	 
	5.7	Application of Cash Collected	65
	 	 	 
	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	67
	 	 	 
	5.13	Control by Majority Holders	67
	 	 	 
	5.14	Waiver of Past Defaults	68
	 	 	 
	5.15	Undertaking for Costs	68
	 	 	 
	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	72
	 	 	 
	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	81
	 	 	 
	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	84







  




    	ii



    	 



    

 





	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	86
	 	 	 
	7.1	Payment of Principal and Interest	86
	 	 	 
	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 Collateral	91
	 	 	 
	7.7	Performance of Obligations	92
	 	 	 
	7.8	Negative Covenants	92
	 	 	 
	7.9	Statement as to Compliance	94
	 	 	 
	7.10	Issuer May Not Consolidate Except on Certain Terms	94
	 	 	 
	7.11	Successor Substituted	95
	 	 	 
	7.12	No Other Business	95
	 	 	 
	7.13	Acquisition of Portfolio Assets	95
	 	 	 
	7.14	Reporting	95
	 	 	 
	7.15	Certain Tax Matters	96
	 	 	 
	7.16	Restricted Transactions	97
	 	 	 
	7.17	Investment Company Act	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	102
	 	 	 
	8.6	Reference in Notes to Supplemental Indentures	102
	 	 	 
	9.	Redemption of Notes	102
	 	 	 
	9.1	Optional Redemption	102
	 	 	 
	9.2	Tax Redemption	103
	 	 	 
	9.3	Redemption Procedures	103







  




    	iii



    	 



    

 





	9.4	Notes Payable on Redemption Date	105
	 	 	 
	10.	Accounts, Accountings And Releases	106
	 	 	 
	10.1	Collection of Cash	106
	 	 	 
	10.2	Collection Account	106
	 	 	 
	10.3	Transaction Accounts	108
	 	 	 
	10.4	Reinvestment of Funds in Accounts; Reports by Trustee	110
	 	 	 
	10.5	Accountings	111
	 	 	 
	10.6	Release of Collateral	117
	 	 	 
	10.7	Procedures Relating to the Establishment of Accounts Controlled by the Trustee	119
	 	 	 
	10.8	Section 3(c)(7) Procedures	119
	 	 	 
	11.	Application Of Cash	120
	 	 	 
	11.1	Disbursements of Cash from Payment Account	120
	 	 	 
	12.	Sale of Portfolio Assets; purchase of additional Portfolio Assets	121
	 	 	 
	12.1	Sales of Portfolio Assets	121
	 	 	 
	12.2	Acquisition of Portfolio Assets; Eligible Investments	122
	 	 	 
	12.3	Conditions Applicable to All Sale and Purchase Transactions	123
	 	 	 
	13.	Relations among Holders	123
	 	 	 
	13.1	Relations among Holders	123
	 	 	 
	13.2	Standard of Conduct	124
	 	 	 
	14.	Miscellaneous	124
	 	 	 
	14.1	Form of Documents Delivered to Trustee	124
	 	 	 
	14.2	Acts of Holders	125
	 	 	 
	14.3	Notices, etc., to Trustee, the Issuer, the Collateral Manager, the Collateral Administrator, the Paying Agent, the Liquidation Agent	126
	 	 	 
	14.4	Notices to Holders; Waiver	127
	 	 	 
	14.5	Effect of Headings and Table of Contents	128
	 	 	 
	14.6	Successors and Assigns	128
	 	 	 
	14.7	Severability	129
	 	 	 
	14.8	Benefits of Indenture	129
	 	 	 
	14.9	Legal Holidays	129
	 	 	 
	14.10	Governing Law	129
	 	 	 
	14.11	Submission to Jurisdiction	130







  




    	iv



    	 



    

 





	14.12	WAIVER OF JURY TRIAL	130
	 	 	 
	14.13	Counterparts	130
	 	 	 
	14.14	Acts of Issuer	130
	 	 	 
	14.15	Confidential Information	131
	 	 	 
	15.	Assignment Of Certain Agreements	133
	 	 	 
	15.1	Assignment of Collateral Management Agreement, Collateral Administration Agreement, Equity Contribution Agreement and Master Loan Purchase Agreement.	133







  


Schedules and Exhibits


 


	Schedule 1 	Moody’s Industry Classifications
	Schedule 2 	S&P Industry Classifications
	 	 
	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


  




    	v



    	 



    

 


Dated
as of April 7, 2015


 


BDCA helvetica
funding, ltd., 

as Issuer


 


U.S. Bank National
Association

as Trustee


 





 



 


INDENTURE


 





 






 




    	 



    	 



    

 


 


EXHIBIT A


 


FORMS
OF NOTES


 




    	 



    	 



    

 


EXHIBIT A1


 


FORM
of Global Class A Note


 


[RULE 144A][REGULATION S] GLOBAL NOTE

representing

CLASS A NOTES DUE 2025


 


THIS NOTE HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY  (A)
to A PERSON (1)  THAT IS A "QUALIFIED PURCHASER" (within the meaning of the investment company act of 1940, as amended
(the "investment company act") and the rules thereunder) or an entity beneficially owned exclusively by qualified purchasers
(as defined for purposes of section 3(c)(7) of the investment company act), (2)
THAT IS (X) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, as amended ("RULE
144A")) or (Y) an "Accredited Investor" (AS DEFINED IN Rule 501(a) of Regulation D UNDER THE SECURITIES ACT, as
amended) who is purchasing THIS Note in a non-public transaction, (3) THAT WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER
(EXCEPT WHEN EACH BENEFICIAL OWNER OF THE HOLDER IS A QUALIFIED PURCHASER), (4) THAT HAS RECEIVED THE NECESSARY CONSENT FROM ITS
BENEFICIAL OWNERS WHEN THE HOLDER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (5) THAT IS NOT A BROKER-DEALER
WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS
OF THE DEALER AND (6) That IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(i)(D) OR
(A)(1)(i)(E) OF RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(i)(F)
OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES
OF THE PLAN OR (B) TO A PERSON THAT IS NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), and
is not acquiring a beneficial interest herein for the account or benefit of a u.s. person, in an offshore TRANSACTION in compliance
with regulation s, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE
REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION. THE ISSUER OF THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT.


 




    	A1-1



    	 



    

 


THE ISSUER, OR ON ITS BEHALF, THE
COLLATERAL MANAGER, HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN THIS NOTE THAT IS A U.S.
PERSON AND IS NOT BOTH (A)  A "QUALIFIED PURCHASER" OR AN ENTITY BENEFICIALLY
OWNED EXCLUSIVELY BY QUALIFIED PURCHASERS (AS DEFINED FOR PURPOSES OF SECTION 3(c)(7)
of the investment company act) AND (B)  (1) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (2) an "Accredited Investor" (AS DEFINED IN Rule 501(a) of Regulation D UNDER THE SECURITIES ACT,
as amended) who is purchasing THIS Note in a non-public transaction TO SELL ITS INTEREST IN THE NOTE, OR MAY SELL SUCH INTEREST
ON BEHALF OF SUCH OWNER.


 


EACH PURCHASER
OR TRANSFEREE OF THIS NOTE WILL BE REQUIRED OR DEEMED TO REPRESENT AND WARRANT THAT (a) its acquisition, holding and disposition
of this note or an interest herein will not result in a non-exempt prohibited transaction Under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or Internal Revenue Code of 1986, as amended (the "Code"), and (b)
if it is a governmental, church, non-U.S. or other plan which is subject to any state, local, other federal or non-U.S. law or
regulation that is substantially similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code (any such
law or regulation an "Other Plan Law"), its acquisition, holding and disposition of this note or an interest herein will
not constitute or result in a non-exempt violation of any such Other Plan Law.


 


ANY TRANSFER OF A BENEFICIAL INTEREST
IN THIS NOTE IN VIOLATION OF THE FOREGOING SHALL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS
TO THE TRANSFEREE, NOTWITHSTANDING ANY NOTICE OR INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE TRUSTEE, THE NOTE REGISTRAR OR
ANY INTERMEDIARY.


 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"),
NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 




    	A1-2



    	 



    

 


TRANSFERS OF THIS
NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE.


 


TRANSFERS OF THIS
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.


 


THE 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, AN INTERNAL REVENUE SERVICE FORM W-9 (OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON
THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE OR THE APPROPRIATE INTERNAL REVENUE
SERVICE FORM W-8 (OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON THAT IS NOT A "UNITED STATES PERSON" WITHIN THE
MEANING OF SECTION 7701(a)(30) OF THE CODE) 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.


 


EACH HOLDER AND BENEFICIAL OWNER
OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE REQUIRED TO PROVIDE ANY INFORMATION AS IS NECESSARY (IN THE SOLE DETERMINATION
OF THE ISSUER, THE TRUSTEE AND ANY PAYING AGENT) FOR THE ISSUER, THE TRUSTEE AND ANY PAYING AGENT TO DETERMINE THEIR OBLIGATIONS
UNDER SECTIONS 1471-1474 OF THE CODE (OR ANY INTERGOVERNMENTAL AGREEMENT ENTERED INTO IN CONNECTION THEREWITH).


 


Each
Holder and beneficial owner of this Note agrees to treat this Note for United States federal, state and local income, single business
and franchise tax purposes as an equity interest in the Issuer.


 


NO INVITATION, WHETHER DIRECTLY OR
INDIRECTLY, MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS WITHIN THE MEANING OF SECTION 175 OF THE CAYMAN ISLANDS COMPANIES LAW
(AS AMENDED) TO SUBSCRIBE FOR THE NOTES.


 




    	A1-3



    	 



    

 


BDCA
helvetica Funding, Ltd.


 


[RULE 144A][REGULATION S] GLOBAL NOTE

representing

CLASS A NOTES DUE 2025


 


Up to U.S.$[●]






 


	A/[R][S]-[●]	April 7, 2015


 


CUSIP No.: [05544M AA1]1[G0905X
AA4]2



ISIN No.: [US05544MAA18]3[USG0905XAA49]4


 


BDCA Helvetica Funding, Ltd.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), for
value received, hereby promise to pay to CEDE & CO. or registered assigns, upon presentation and surrender of this Class A
Note (except as otherwise permitted by the Indenture referred to below), the principal sum as indicated on Schedule A hereto
on April 7, 2025 (the "Stated Maturity") except as provided below and in the Indenture.


 


The obligations of the Issuer
under this Class A Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral in
accordance with the Indenture, and following the realization of the Collateral in accordance with the Indenture and the application
of such amounts in accordance with the terms of the Indenture, all claims of the Holders of Class A Notes shall be extinguished
and shall not thereafter revive. The Holder and any beneficial owner of this Class A Note agree not to cause the filing of a petition
in bankruptcy or winding-up against the Issuer or with respect to any Collateral (including any proceeds thereof) prior to the
date which is one year (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).


 


The Issuer promises to pay
interest, if any, on each Payment Date commencing April 24, 2015 (or, if any such day is not a Business Day, the next succeeding
Business Day), in accordance with Section 11.1(a) of the Indenture. The interest so payable on any Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Class A Note (or one or more predecessor Class A Notes) is registered
at the close of business on the Record Date for such interest, which shall be the day (whether or not a Business Day) immediately
prior to such Payment Date.


 





 



 


1
Insert in case of Rule 144A Global Note.


2
Insert in case of Regulation S Global Note.


3
Insert in case of Rule 144A Global Note.


4
Insert in case of Regulation S Global Note.


 




    	A1-4



    	 



    

 


The principal of this Class
A Note matures at par and is due and payable on the Stated Maturity, unless the principal of this Class A Note becomes due and
payable at an earlier date by declaration of acceleration, Optional Redemption, Tax Redemption or otherwise. Notwithstanding the
foregoing, the payment of principal of this Class A Note may only occur in accordance with the Priority of Payments.


 


All payments made by the
Issuer under this Class A Note will be made without any deduction or withholding for or on account of any tax unless such deduction
or withholding is required by applicable law, as modified by the practice of any relevant governmental authority, then in effect
or is required pursuant to the Issuer’s agreement with a governmental authority. If the Issuer is so required to deduct or
withhold, then the Issuer will not be obligated to pay any additional amounts in respect of such withholding or deduction.


 


Unless the certificate of
authentication hereon has been executed by the Trustee or the Authenticating Agent by the manual signature of one of their Authorized
Officers, this Class A Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


This Class A Note is one
of a duly authorized issue of Class A Notes due 2025 (the "Class A Notes") issued and to be issued under
an indenture dated as of April 7, 2015 (as amended, supplemented, restated or otherwise modified from time to time, the "Indenture")
between the Issuer and U.S. Bank National Association, as trustee (the "Trustee", which term includes any successor
trustee as permitted under the Indenture) and, solely as expressly specified therein, in its individual capacity. Reference is
hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Class A Notes and the terms upon which the Class
A Notes are, and are to be, authenticated and delivered. In the event of any conflict or inconsistency between the Indenture and
this Class A Note, the Indenture shall control.


 


Capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Indenture.


 


Transfers of this [Rule 144A][Regulation
S] Global Note shall be limited to transfers of such Global Note in whole, but not in part, to a nominee of DTC or to a successor
of DTC or such successor of DTC or such successor's nominee, except as otherwise set forth in the Indenture.


 


The Issuer and the Trustee,
and any agent of the Issuer or the Trustee shall treat as the owner of this Class A Note (a) for the purpose of receiving payments
on this Class A Note (whether or not this Class A Note is overdue), the Person in whose name this Class A 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 this Class A Note is overdue), the Person in whose name this Class A 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.


 


If an Event of Default shall
occur and be continuing, the Class A Notes may become or be declared due and payable in the manner and with the effect provided
in the Indenture.


 




    	A1-5



    	 



    

 


Interests in this [Rule 144A][Regulation
S] Global Note may be exchanged for an interest in, or transferred to a transferee taking an interest in, the corresponding [Regulation
S][Rule 144A] Global Note subject to and in accordance with the restrictions set forth in the Indenture and in the legend attached
to this Class A Note and are otherwise transferable in accordance with DTC's rules and procedures in use at such time. This [Rule
144A][Regulation S] Global Note is subject to mandatory exchange for Certificated Notes under the limited circumstances set forth
in the Indenture.


 


[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 this Global Note insofar as interests in this Global Note are held by Agent Members
of Euroclear or Clearstream, as the case may be.]5


 


Upon exchange of or increase
in any interest represented by this [Rule 144A][Regulation S] Global Note, this [Rule 144A][Regulation S] Global Note shall be
endorsed (or deemed to have been endorsed) on Schedule A hereto to reflect the reduction of or increase in the principal amount
evidenced hereby.


 


The Class A Notes will be
issued in minimum denominations of U.S.$3,500,000 and integral multiples of U.S.$1,000 in excess thereof.


 


Title to Class A Notes shall
pass by registration in the Note Register kept by the Note Registrar.


 


No service charge shall be
made for registration of transfer or exchange of this Class A Note, 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 signature
of the transferor and the transferee.


 


AS PROVIDED IN THE INDENTURE,
THE INDENTURE AND THE CLASS A NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THE INDENTURE AND THE CLASS A NOTES AND ANY MATTERS
ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THE INDENTURE AND THE CLASS A NOTES (WHETHER IN CONTRACT, TORT OR OTHERWISE),
SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.


 


- signature page follows
-


 





 



 


5
Insert in case of Regulation S Global Note.









    	A1-6



    	 



    

 


IN WITNESS WHEREOF, the Issuer has caused this
Class A Note to be duly executed as of the date first set forth above.


 


	 	BDCA helvetica Funding, Ltd.
	 	 
	 	By:	 
	 	Name: 	 
	 	Title: 	Director


 




    	A1-7



    	 



    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A Notes referred to in
the within-mentioned Indenture.


 


	 	U.S. Bank National Association, 
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory



 





	 	Dated: 	 


 




    	A1-8



    	 



    

 


Assignment
Form


 


For value received ___________________________________________


 


does hereby sell, assign, and transfer to


 


___________________________________________


 


___________________________________________

Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


___________________________________________________________


 


___________________________________________________________


 


___________________________________________________________


 


___________________________________________________________


 


the within Security and does hereby irrevocably
constitute and appoint ___________________________ Attorney to transfer the Security on the books of the Trustee with full power
of substitution in the premises.


 


	 	Date:	 	 	Your Signature	 


 


(Sign exactly as your name appears in the security)


 


* NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration,
enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting
the requirements of the 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 Securities Exchange Act of 1934, as amended.


 




    	A1-9



    	 



    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The outstanding principal
amount of the Class A Notes represented by this [Rule 144A][Regulation S] Global Note on the Closing Date is U.S.$[●]. The
following exchanges of or increases in the whole or a part of the Class A Notes represented by this [Rule 144A][Regulation S] Global
Note have been made:


 








	Date exchange/

increase/decrease

made	Original principal

amount of this

[Rule

144A][Regulation

S] Global Note	Part of principal amount

of this [Rule

144A][Regulation S]

Global Note exchanged/

increased/decreased	Remaining principal 

amount of this [Rule

144A][Regulation S]

Global Note

following such

exchange/

increase/decrease	Notation

made by or

on behalf

of the

Issuer
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




  




    	A1-10



    	 



    

 


EXHIBIT A2


 


FORM
OF CERTIFICATED CLASS A NOTE


 


[RULE 144A][REGULATION S] CERTIFICATED NOTE

representing

CLASS A NOTES DUE 2025


 


THIS NOTE HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY  (A)
to A PERSON (1)  THAT IS A "QUALIFIED PURCHASER" (within the meaning of the investment company act of 1940, as amended
(the "investment company act") and the rules thereunder) or an entity beneficially owned exclusively by qualified purchasers
(as defined for purposes of section 3(c)(7) of the investment company act), (2)(X)
THAT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, as amended ("RULE
144A")) OR (Y) an "Accredited Investor" (AS DEFINED IN Rule 501(a) of Regulation
D UNDER THE SECURITIES ACT, as amended) who is purchasing tHIS Note in a non-public transaction, (3) THAT WAS NOT FORMED FOR THE
PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIAL OWNER OF THE HOLDER IS A QUALIFIED PURCHASER), (4) THAT HAS RECEIVED
THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS WHEN THE HOLDER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996,
(5) THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS
THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND (6) That IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(i)(D)
OR (A)(1)(i)(E) OF RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(i)(F)
OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES
OF THE PLAN OR (B) TO A PERSON THAT IS NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), and
is not acquiring a beneficial interest herein for the account or benefit of a u.s. person, in an offshore TRANSACTION in compliance
with regulation s, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE
REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION. THE ISSUER OF THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT.


 




    	A2-1



    	 



    

 


THE ISSUER, OR ON ITS BEHALF, THE
COLLATERAL MANAGER, HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN THIS NOTE THAT IS A U.S.
PERSON AND IS NOT BOTH (A) A "QUALIFIED PURCHASER" OR AN ENTITY BENEFICIALLY OWNED EXCLUSIVELY BY QUALIFIED PURCHASERS
(AS DEFINED FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT) AND (B)(1) A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (2) an "Accredited Investor"
(AS DEFINED IN Rule 501(a) of Regulation D UNDER THE SECURITIES ACT, as amended) who is purchasing THIS Note in a non-public transaction
TO SELL ITS INTEREST IN THE NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.


 


EACH PURCHASER
OR TRANSFEREE OF THIS NOTE WILL BE REQUIRED OR DEEMED TO REPRESENT AND WARRANT THAT (A) ITS ACQUISITION, HOLDING AND DISPOSITION
OF THIS NOTE OR AN INTEREST HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR The INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND
(B) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY STATE, LOCAL, OTHER FEDERAL OR NON-U.S. LAW
OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (ANY
SUCH LAW OR REGULATION AN "OTHER PLAN LAW"), ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE or an interest herein
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SUCH OTHER PLAN LAW.


 


TRANSFERS OF THIS
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.


 


THE 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, AN INTERNAL REVENUE SERVICE FORM W-9 (OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON
THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE OR THE APPROPRIATE INTERNAL REVENUE
SERVICE FORM W-8 (OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON THAT IS NOT A "UNITED STATES PERSON" WITHIN THE
MEANING OF SECTION 7701(a)(30) OF THE CODE) 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.


 




    	A2-2



    	 



    

 


EACH HOLDER AND BENEFICIAL OWNER
OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE REQUIRED TO PROVIDE ANY INFORMATION AS IS NECESSARY (IN THE SOLE DETERMINATION
OF THE ISSUER, THE TRUSTEE AND ANY PAYING AGENT) FOR THE ISSUER, THE TRUSTEE AND ANY PAYING AGENT TO DETERMINE THEIR OBLIGATIONS
UNDER SECTIONS 1471-1474 OF THE CODE (OR ANY INTERGOVERNMENTAL AGREEMENT ENTERED INTO IN CONNECTION THEREWITH).


 


Each
Holder and beneficial owner of this Note agrees to treat this Note for United States federal, state and local income, single business
and franchise tax purposes as an equity interest in the Issuer.


 


NO INVITATION, WHETHER DIRECTLY OR
INDIRECTLY, MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS WITHIN THE MEANING OF SECTION 175 OF THE CAYMAN ISLANDS COMPANIES LAW
(AS AMENDED) TO SUBSCRIBE FOR THE NOTES.


 




    	A2-3



    	 



    

 


BDCA
Helvetica Funding, Ltd.


 


[RULE 144A][REGULATION S] CERTIFICATED NOTE

representing

CLASS A NOTES DUE 2025


 


U.S.$ [●]




 


	A/[R][S]-[●]	April 7, 2015


 


CUSIP No.: [05544M AA1]6[G0905X
AA4]7


 


ISIN No.: [US05544MAA18]8[USG0905XAA49]9


 


BDCA Helvetica Funding, Ltd.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), for
value received, hereby promise to pay to [____________________], or registered assigns, upon presentation and surrender of this
Class A Note (except as otherwise permitted by the Indenture referred to below), the principal sum of [_______________________________]
UNITED STATES DOLLARS (U.S.$[●]) on April 7, 2025 (the "Stated Maturity") except as provided below and in
the Indenture.


 


The obligations of the Issuer
under this Class A Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral in
accordance with the Indenture, and following the realization of the Collateral in accordance with the Indenture and the application
of such amounts in accordance with the terms of the Indenture, all claims of Holders of the Class A Notes shall be extinguished
and shall not thereafter revive. The Holder and any beneficial owner of this Class A Note agree not to cause the filing of a petition
in bankruptcy or winding-up against the Issuer or with respect to any Collateral (including any proceeds thereof) prior to the
date which is one year (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).


 


The Issuer promises to pay
interest, if any, on each Payment Date commencing April 24, 2015 (or, if any such day is not a Business Day, the next succeeding
Business Day) in accordance with Section 11.1(a) of the Indenture. The interest so payable on any Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Class A Note (or one or more predecessor Class A Notes) is registered
at the close of business on the Record Date for such interest, which shall be the day (whether or not a Business Day) immediately
prior to such Payment Date.


 





 



 


6
Insert in case of Rule 144A Global Note.


7
Insert in case of Regulation S Global Note.


8
Insert in case of Rule 144A Global Note.


9
Insert in case of Regulation S Global Note.


 




    	A2-4



    	 



    

 


The principal of this Class
A Note matures at par and is due and payable on the Stated Maturity, unless the principal of such Class A Note becomes due and
payable at an earlier date by declaration of acceleration or otherwise. Notwithstanding the foregoing, the payment of principal
of this Class A Notes may only occur in accordance with the Priority of Payments.


 


All payments made by the
Issuer under this Class A Note will be made without any deduction or withholding for or on account of any tax unless such deduction
or withholding is required by applicable law, as modified by the practice of any relevant governmental authority, then in effect
or is required pursuant to the Issuer’s agreement with a governmental authority. If the Issuer is so required to deduct or
withhold, then the Issuer will not be obligated to pay any additional amounts in respect of such withholding or deduction.


 


Unless the certificate of
authentication hereon has been executed by the Trustee or the Authenticating Agent by the manual signature of one of their Authorized
Officers, this Class A Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


This
Class A Note is one of a duly authorized issue of Class A Notes due 2025 (the "Class  A Notes") issued
and to be issued under an indenture dated as of April 7, 2015 (as amended, supplemented, restated or otherwise modified from
time to time, the "Indenture") between the Issuer and U.S. Bank National Association, as trustee (the "Trustee",
which term includes any successor trustee as permitted under the Indenture) and, solely as expressly specified therein, in its
individual capacity. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Class A Notes
and the terms upon which the Class A Notes are, and are to be, authenticated and delivered. In
the event of any conflict or inconsistency between the Indenture and this Class A Note, the Indenture shall control.


 


Capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Indenture.


 


Transfers of this Note shall
be limited to transfers made in accordance with the restrictions set forth in the Indenture referred to herein.


 


The Issuer and the Trustee,
and any agent of the Issuer or the Trustee shall treat as the owner of this Class A Note (a) for the purpose of receiving payments
on this Class A Note (whether or not this Class A Note is overdue), the Person in whose name this Class A 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 this Class A Note is overdue), the Person in whose name this Class A 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.


 




    	A2-5



    	 



    

 


If an Event of Default shall
occur and be continuing, the Class A Notes may become or be declared due and payable in the manner and with the effect provided
in the Indenture.


 


This [Rule 144A][Regulation
S] Certificated Note may be exchanged for an interest in, or transferred to a transferee taking an interest in, a [Regulation S][Rule
144A] Certificated Note subject to and in accordance with the restrictions set forth in the Indenture and in the legend attached
to this Class A Note.


 


The Class A Notes will be
issued in minimum denominations of U.S.$3,500,000 and integral multiples of U.S.$1,000 in excess thereof.


 


Title to Class A Notes shall
pass by registration in the Note Register kept by the Note Registrar.


 


No service charge shall be
made for registration of transfer or exchange of this Class A Note, 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 signature
of the transferor and the transferee.


 


AS PROVIDED IN THE INDENTURE,
THE INDENTURE AND THE CLASS A NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THE INDENTURE AND THE CLASS A NOTES AND ANY MATTERS
ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THE INDENTURE AND THE CLASS A NOTES (WHETHER IN CONTRACT, TORT OR OTHERWISE),
SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.


 


- signature page follows
-


 




    	A2-6



    	 



    

 


IN WITNESS WHEREOF, the Issuer has caused this
Class A Note to be duly executed as of the date first set forth above.


 


	 	BDCA Helvetica Funding, Ltd.
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 Director


 




    	A2-7



    	 



    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A Notes referred to in
the within-mentioned Indenture.


 


	 	U.S. Bank National Association,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 






	 	Dated:	 


 




    	A2-8



    	 



    

 


Assignment
Form


 


For value received ___________________________________________


 


does hereby sell, assign, and transfer to


 


___________________________________________


 


___________________________________________

Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


___________________________________________________________


 


___________________________________________________________


 


___________________________________________________________


 


___________________________________________________________


 


the within Security and does hereby irrevocably
constitute and appoint ___________________________ Attorney to transfer the Security on the books of the Trustee with full power
of substitution in the premises.


 


	 	Date:	 	 	Your Signature	 


 


(Sign exactly as your name appears in the security)


 


* NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration,
enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting
the requirements of the 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 Securities Exchange Act of 1934, as amended.


 




    	A2-9



    	 



    

 


EXHIBIT B


 


FORMS
OF TRANSFER AND EXCHANGE CERTIFICATES


 




    	 



    	 



    

 


EXHIBIT
B1


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFER OF RULE 144A GLOBAL NOTE
OR CERTIFICATED NOTE TO REGULATION S GLOBAL NOTE



 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


Attention: Global Corporate Trust Services – BDCA Helvetica
Funding, Ltd.


 


		Re:	BDCA Helvetica Funding, Ltd. (the "Issuer")



Class A Notes due 2025 (the "Notes")


 


Reference is hereby made
to the Indenture dated as of April 7, 2015 (as amended from time to time, the "Indenture") between the Issuer
and U.S. Bank National Association, as Trustee and, solely as expressly specified therein, in its individual capacity. Capitalized
terms used but not defined herein shall have the meanings given them in the Indenture.


 


This letter relates to
U.S. $___________ aggregate principal amount of Notes which are held in the form of a [Rule 144A Global Note] [Certificated Note]
in the name of [      ] (the "Transferor") to effect the transfer of the Notes or interest in the Notes in exchange
for an equivalent beneficial interest in a Regulation S Global Note.


 


In connection with such
transfer, and in respect of such Notes, the Transferor does hereby certify that such Notes are being transferred to [___________]
(the "Transferee") in accordance with Regulation S under the United States Securities Act of 1933, as amended
(the "Securities Act") and the transfer restrictions set forth in the Indenture and the legends attached to such
Notes and that:


 


 a.           the offer of such Notes was not made to a person in the United States;




 


b.           at the time the buy
order was originated, the Transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed that the Transferee was outside the United States;


 


c.           no directed selling
efforts have been made in contravention of the requirements of Rule 903 or 904 of Regulation S, as applicable;


 


d.           none of the Transferor
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, in connection with such Notes, in any form of general solicitation or general advertising
within the meaning of Rule 502(c) under the Securities Act;


 


e.           the Transferor has
not solicited offers for such Notes, and has not arranged commitments to purchase such Notes, except in accordance with the 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;


 




    	B1-1



    	 



    

 


f.           the transaction is
not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


 g.           the Transferee is not a U.S. Person.




 


- signature page follows
-


 




    	B1-2



    	 



    

 


The Transferor understands
that the Issuer, the Sole Shareholder, the Collateral Manager and the Trustee and their respective counsel will rely upon the accuracy
and truth of the foregoing representations, and the Transferor hereby consents to such reliance.


 


	 	(Name of Transferor)
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated:  _________, _____	 
	 	 
	BDCA Helvetica Funding, Ltd.	 
	405 Park Avenue, Floor 3	 
	New York, NY 10022	 
	Attention: Bryan Cole/Christopher Masterson	 


 




    	B1-3



    	 



    

 


EXHIBIT B2


 


FORM
OF PURCHASER REPRESENTATION LETTER FOR CERTIFICATED NOTES



 


	 	[DATE]


 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


Attention: Global Corporate Trust Services – BDCA Helvetica
Funding, Ltd.


 


		Re:	BDCA Helvetica Funding, Ltd. (the "Issuer")



Class A Notes due
2025


 


Reference is hereby made to the Indenture,
dated as of April 7, 2015, between the Issuer and U.S. Bank National Association, as Trustee and, solely as expressly specified
therein, in its individual capacity (as amended from time to time, the "Indenture"). Capitalized terms not defined
in this Certificate shall have the meanings ascribed to them in the Indenture.


 


This letter relates to U.S.$___________
aggregate outstanding principal amount of Class A Notes (the "Notes"), in the form of one or more Certificated
Notes to effect the transfer of the Notes to ______________ (the "Transferee").


 


In connection with such request,
and in respect of such Notes, the Transferee does hereby certify that the Notes are being transferred (i) in accordance with
the transfer restrictions set forth in the Indenture and (ii) pursuant to an exemption from registration under the United
States Securities Act of 1933, as amended (the "Securities Act") and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction.


 


In addition, the Transferee
hereby represents, warrants and covenants for the benefit of the Issuer and its counsel that it is:


 


(a)(1)(x) a "qualified
institutional buyer" that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000
in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d)
or (a)(1)(i)(e) of Rule 144A under the Securities Act or a 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 (y) an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act) who is purchasing
the Notes in a non-public transaction, who is also a "qualified purchaser" (within the meaning of the Investment Company
Act of 1940, as amended (the "Investment Company Act"), and the rules thereunder, a "Qualified Purchaser")
or an entity beneficially owned exclusively by Qualified Purchasers or (2) a person that is not a "U.S. person" as defined
in Regulation S under the Securities Act, and is acquiring the Certificates in an offshore transaction (as defined in Regulation
S) in reliance on the exemption from Securities Act registration provided by Regulation S; and


 




    	B2-1



    	 



    

 


(b)acquiring the Notes for its
own account (and not for the account of any other Person) in a minimum denomination of U.S.$3,500,000 and in integral multiples
of U.S.$1,000 in excess thereof.


 


The Transferee further represents,
warrants and covenants for the benefit of the Issuer as follows:


 


1.          It understands that
the 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
it decides to offer, resell, pledge or otherwise transfer the Notes, such Notes may be offered, resold, pledged or otherwise transferred
only in accordance with the provisions of the Indenture and the legends on such Notes, including any requirement for written certifications.
In particular, it 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) exclusively by Qualified Purchasers and (2)(x)
a "qualified institutional buyer" that is not a broker-dealer which owns and invests on a discretionary basis less than
U.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph
(a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A under the Securities Act or a 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 (y) an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act) who is purchasing
the Notes in a non-public transaction or (b) a person that is not a "U.S. person" as defined in Regulation S under the
Securities Act, and is acquiring the Notes in an offshore transaction (as defined in Regulation S thereunder) in reliance on the
exemption from registration provided by Regulation S. It acknowledges that no representation is made as to the availability of
any exemption under the Securities Act or any state securities laws for resale of the Notes. It 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. It understands and acknowledges that the Issuer has the right, under the Indenture, to compel
any beneficial owner of an interest in the Notes that fails to comply with the foregoing requirements to sell its interest in such
Notes, or may sell such interest on behalf of such owner.


 


2.          In connection with
its purchase of the Notes: (i) none of the Issuer, the Sole Shareholder, 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
adviser for it; (ii) it is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel
or representations (whether written or oral) of the Issuer, the Sole Shareholder, the Collateral Manager, the Liquidation Agent,
the Trustee, the Collateral Administrator or any of their respective Affiliates; (iii) it has consulted with its own legal, regulatory,
tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and has made its own investment
decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment
and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the Issuer, the Sole Shareholder,
the Collateral Manager, the Liquidation Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates;
(iv) it will hold and transfer at least the minimum denomination of such Notes; (v) it was not formed for the purpose of investing
in the Notes; (vi) it has received the necessary consent from its beneficial owners if the holder is a private investment company
formed before April 30, 1996, (vii) it is a sophisticated investor and is purchasing the Notes with a full understanding of
all of the terms, conditions and risks thereof, and it is capable of assuming and willing to assume those risks; (viii) none of
it 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 (A) general solicitation
or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) directed selling efforts within the meaning
of Rule 902(c) of Regulation S thereunder; (ix) it 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 the Indenture and any applicable U.S. federal
and state securities laws and the securities laws of any other jurisdiction in which such Notes have been offered; and (x) it has
not acquired any Note as part of a plan to reduce, avoid or evade U.S. Federal income tax.


 




    	B2-2



    	 



    

 


3.          (i) It is a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act or an "accredited investor" as defined in
Rule 501(a) of Regulation D under the Securities Act who is purchasing the Notes in a non-public transaction, and also a Qualified
Purchaser for purposes of Section 3(c)(7) of the Investment Company Act (or an entity beneficially owned exclusively by Qualified
Purchasers), or (y) it is a person that is not a "U.S. person" as defined in Regulation S under the Securities Act, and
is acquiring the Certificates in an offshore transaction (as defined in Regulation S) in reliance on the exemption from Securities
Act registration provided by Regulation S; (ii) it is acquiring the Notes as principal solely for its own account for investment
and not with a view to the resale, distribution or other disposition thereof in violation of the Securities Act; (iii) it is not
a broker dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are not
affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A under the
Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under the Securities Act that holds the assets
of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan; (iv) it agrees that it
shall not hold any Notes for the benefit of any other person, that it shall at all times be the sole beneficial owner thereof for
purposes of the Investment Company Act and all other purposes and that it shall not sell participation interests in the Notes or
enter into any other arrangement pursuant to which any other person shall be entitled to a beneficial interest in the distributions
on the Notes; and (v) it will hold and transfer at least the minimum denomination of the Notes and provide notice of the relevant
transfer restrictions to subsequent transferees, including that it may be relying on the exemption from registration under the
Securities Act provided by Rule 144A thereunder.


 


4.          It represents, warrants
and agrees that (a) its acquisition, holding and disposition of the Notes or an interest therein will not result in a non-exempt
prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the
Internal Revenue Code of 1986, as amended (the "Code"), and (b) if it is a governmental, church, non-U.S. or other plan
which is subject to any state, local, other federal or non-U.S. law or regulation that is substantially similar to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (any such law or regulation an "Other Plan Law"),
its acquisition, holding and disposition of such Notes will not constitute or result in a non-exempt violation of any such Other
Plan Law.


 




    	B2-3



    	 



    

 


5.          It
is ______ (check if applicable) a "United States person" within the meaning of Section 7701(a)(30) of the Code,
and a properly completed and signed Internal Revenue Service Form W-9 (or applicable successor form) is attached hereto; or ______
(check if applicable) not a "United States person" within the meaning of Section 7701(a)(30) of the Code, and a properly
completed and signed applicable Internal Revenue Service Form W-8 (or applicable successor form) is attached hereto with
all required attachments. It understands and acknowledges that failure to provide the Issuer or the Trustee with the applicable
tax certifications or the failure to meet its Noteholder Reporting Obligations may result in withholding or back-up withholding
from payments to it in respect of the Notes.


 


6.          It hereby agrees to provide the Issuer,
Trustee and any Paying Agent (i) any information as is necessary (in the sole determination of the Issuer, the Trustee or any Paying
Agent, as applicable) for the Issuer, the Trustee and any Paying Agent to determine whether it is a specified United States person
as defined in Section 1473(3) of the Code (a "specified United States person"), a United States owned foreign
entity as described in Section 1471(d)(3) of the Code (a "United States owned foreign entity") or a foreign financial
institution as defined in Section 1471(d)(4) of the Code and (ii) any additional information that the Issuer or its agent requests
in connection with Sections 1471-1474 of the Code (or any intergovernmental agreement entered into in connection therewith). If
it is a specified United States person or a United States owned foreign entity, it also hereby agrees to (x) provide the Issuer
and Trustee its name, address, U.S. taxpayer identification number, if it is a United States owned foreign entity, the name, address
and taxpayer identification number of each of its "substantial United States owners" (as defined in Section 1473(2) of
the Code) and any other information requested by the Issuer or its agent upon request and (y) update any such information provided
in clause (x) promptly upon learning that any such information previously provided has become obsolete or incorrect or is otherwise
required. It understands and acknowledges that the Issuer may provide such information and any other information concerning its
investment in the Notes to the U.S. Internal Revenue Service or other tax authority. It understands and acknowledges that the Issuer
has the right, under the Indenture, to compel any beneficial owner of an interest in the Notes that fails to comply with the foregoing
requirements to sell its interest in such Notes, or may sell such interest on behalf of such owner.


 


7.          If it is not a "United States person"
(as defined in Section 7701(a)(30) of the Code), it hereby represents that (i) either (A) it is not a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A)
of the Code), or (B) it is a person that is eligible for benefits under an income tax treaty with the United States that eliminates
U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States, and (ii)
it is not purchasing the Notes in order to reduce its U.S. federal income tax liability pursuant to a tax avoidance plan and (iii)
it is not subject to withholding under Sections 1471-1474 of the Code.


 


8.          It hereby represents and warrants that
it is not an Affected Bank and it agrees and acknowledges that no transfer of a Note to an Affected Bank will be effective and
none of the Issuer, the Trustee or the Note Registrar will recognize any such transfer, unless such transfer is specifically authorized
by the Issuer in writing. An "Affected Bank" is 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 (within the meaning of Section
7701(a)(30) of the Code), (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) 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% and is not subject to withholding under Sections 1471-1474 of the code.


 




    	B2-4



    	 



    

 


9.          It agrees not to seek
to commence, 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
prior to the date which is one year and one day (or if longer, any applicable preference period)  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.


 


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


 


11.        It will provide notice
to each person to whom it proposes to transfer any interest in the Notes of the transfer restrictions and representations set forth
in Section 2.5 (Registration, Registration of Transfer and Exchange) of the Indenture, including the Exhibits referenced therein,
Sections 2.11 and 2.12 of the Indenture, and the legends on the Notes.


 


12.        It understands that
the Issuer, the Sole Shareholder, the Collateral Manager, the Liquidation Agent and the Trustee and their respective counsel will
rely upon the accuracy and truth of the foregoing representations, and it hereby consents to such reliance.


 


13.        It is not a member
of the public in the Cayman Islands.


 


[The remainder of this page has been intentionally
left blank.]


 




    	B2-5



    	 



    

 


Name of Purchaser:


 


	Dated:	 
	 	 
	 	 
	By:	 
	Name:	 
	Title:	 


 


Outstanding principal amount of Class A Notes: U.S.$ [_________]


 


Taxpayer identification number:


 


	Address for notices:	Wire transfer information for payments:
	 	 
	 	Bank:
	 	 
	 	Address:
	 	 
	 	Bank ABA#:
	 	 
	 	Account #:
	 	 
	Telephone:	FAO:
	 	 
	Facsimile:	Attention:
	 	 
	Attention:	 


 


Denominations of certificates (if more than one):

Registered name:


 


		cc:	BDCA Helvetica Funding, Ltd.



405 Park Avenue, Floor 3


New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


 




    	B2-6



    	 



    

 


EXHIBIT B3


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFER OF REGULATION S GLOBAL NOTE OR CERTIFICATED NOTE TO RULE 144A GLOBAL NOTE


 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


Attention: Global Corporate Trust Services – BDCA Helvetica
Funding, Ltd.


 


		Re:	BDCA Helvetica Funding, Ltd. (the "Issuer") Class A Notes due 2025 (the "Notes")



 


Reference is hereby made
to the Indenture dated as of April 7, 2015 between the Issuer and U.S. Bank National Association, as Trustee and, solely as expressly
specified therein, in its individual capacity (as amended from time to time, the "Indenture"). Capitalized terms
used but not defined herein shall have the meanings given them in the Indenture.


 


This letter relates to
U.S. $___________ aggregate principal amount of Notes which are held in the form of a [Regulation S] [Global Note][Certificated
Note] representing Class A Notes in the name of _________________ (the "Transferor") to effect the transfer of
the Notes or interest in the Notes in exchange for an equivalent beneficial interest in a [Rule 144A Global Note] representing
Class A Notes.


 


In connection with such
transfer, and in respect of such Notes, the Transferor does hereby certify that such Notes are being transferred to ____________
(the "Transferee") (i) in accordance with the transfer restrictions set forth in the Indenture and the legends
attached to such Notes and (ii) in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
"Securities Act") (if such transfer is made pursuant to Rule 144A under the Securities Act), and it reasonably
believes that the Transferee is purchasing the Notes for its own account or an account with respect to which the Transferee exercises
sole investment discretion, the Transferee and any such account is a “qualified institutional buyer” as defined in
Rule 144A under the Securities Act or an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities
Act who is purchasing the Notes in a non-public transaction, and also a “qualified purchaser” (within the meaning of
the Investment Company Act of 1940, as amended (the “Investment Company Act”), a “Qualified Purchaser”)
or an entity beneficially owned exclusively by Qualified Purchasers and is purchasing such Notes in a transaction meeting the requirements
of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.
The Transferor further certifies that it has notified the Transferee that it may be relying on the exemption from registration
under the Securities Act provided by Rule 144A thereunder. The Transferor further certifies (a) that none of itself 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, in connection with such Notes, in general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act; and (b) that it has not solicited offers for such Notes, and has not arranged commitments
to purchase such Notes, except in accordance with the 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.


 


The Transferor understands
that the Issuer, the Sole Shareholder, the Collateral Manager, the Liquidation Agent, the Trustee, the Collateral Administrator
and their counsel will rely upon the accuracy and truth of the foregoing representations, and the Transferor hereby consents to
such reliance.


 




    	B3-1



    	 



    

 


	 	(Name of Transferor)
	 	 
	 	By:	 
	 	Name:
	 	Title:
	Dated:  _________, _____	 


 


		cc:	BDCA Helvetica Funding, Ltd.



405 Park Avenue, Floor 3


New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


 




    	B3-2



    	 



    

 


EXHIBIT B4


 


FORM
OF TRANSFEREE CERTIFICATE OF RULE 144A GLOBAL NOTE


 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


Attention: Global Corporate Trust Services – BDCA Helvetica
Funding, Ltd.


 


		Re:	BDCA Helvetica Funding, Ltd. (the "Issuer") Class A Notes due 2025



 


Reference is hereby made
to the Indenture dated as of April 7, 2015 between the Issuer and U.S. Bank National Association, as Trustee and, solely as expressly
specified therein, in its individual capacity (as amended from time to time, the "Indenture"). Capitalized terms
used but not defined herein shall have the meanings given them in the Indenture.


 


This letter relates to
___________ Aggregate Outstanding Amount of the Class A Notes (the "Notes") which are to be transferred
to the undersigned transferee (the "Transferee") in the form of a Rule 144A Global Note representing Class A Notes
pursuant to Section 2.5(e) of the Indenture.


 


In connection with such
request, and in respect of such Notes, the Transferee does hereby certify that the Notes are being transferred (i) in accordance
with the transfer restrictions set forth in the Indenture and (ii) pursuant to an exemption from registration under the United
States Securities Act of 1933, as amended (the "Securities Act") and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction.


 


In addition, the Transferee
hereby represents, warrants and covenants for the benefit of the Issuer and its counsel that it is:


 


(a)         a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act (a "Qualified Institutional Buyer")
or an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act (an "Accredited
Investor") who is purchasing the Notes in a non-public transaction, who is also a "qualified purchaser" (within
the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act") and the rules thereunder,
a "Qualified Purchaser") or an entity beneficially owned exclusively by Qualified Purchasers, and is acquiring
the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder; and


 


(b)         acquiring
the Notes for its own account (and not for the account of any other Person) in a minimum denomination of U.S.$3,500,000 and in
integral multiples of U.S.$1,000 in excess thereof.


 


The Transferee further
represents, warrants and agrees as follows:


 




    	B4-1



    	 



    

 


1.          In connection with
the purchase of the Notes: (A) none of the Issuer, the Sole Shareholder, the Liquidation Agent, the Collateral Manager, the Trustee,
the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser
for the Transferee; (B) the Transferee is not relying (for purposes of making any investment decision or otherwise) upon any advice,
counsel or representations (whether written or oral) of the Issuer, the Sole Shareholder, the Liquidation Agent, the Collateral
Manager, the Trustee, the Collateral Administrator or any of their respective Affiliates; (C) the Transferee has consulted with
its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary and
has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture)
based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by
the Issuer, the Sole Shareholder, the Liquidation Agent, the Collateral Manager, the Trustee, the Collateral Administrator or any
of their respective Affiliates; (D) the Transferee is both (x)(1) a Qualified Institutional Buyer that is not a broker-dealer
which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are not affiliated persons
of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A or a trust fund referred to
in paragraph (a)(1)(i)(f) of Rule 144A that holds the assets of such a plan, if investment decisions with respect to the plan are
made by beneficiaries of the plan or (2) an Accredited Investor who is purchasing the Notes in a non-public transaction and (y) a
Qualified Purchaser for purposes of Section 3(c)(7) of the Investment Company Act or an entity beneficially owned exclusively
by Qualified Purchasers; (E) the Transferee 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) the Transferee was
not formed for the purpose of investing in such Notes; (G) the Transferee has received the necessary consent from its beneficial
owners if the holder is a private investment company formed before April 30, 1996, (H) the Transferee understands that the Issuer
may receive a list of participants holding interests in the Notes from one or more book-entry depositories; (I) the Transferee
will hold and transfer at least the minimum denomination of such Notes; (J) the Transferee is a sophisticated investor and is purchasing
the Notes with a full understanding of all of the terms, conditions and risks thereof, and it is capable of assuming and willing
to assume those risks; (K) the Transferee will provide notice of the relevant transfer restrictions to subsequent transferees,
including that the Transferee may be relying on the exemption from registration under the Securities Act provided by Rule 144A
thereunder; (L) none of the Transferee 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 general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act; (M) the Transferee
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 the Indenture and any applicable U.S. federal and state securities laws and the securities
laws of any other jurisdiction in which such Notes have been offered; and (N) the Transferee is not acquiring any Note as part
of a plan to reduce, avoid or evade U.S. Federal income tax.


 




    	B4-2



    	 



    

 


2.          The Transferee understands
that the 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 the Transferee decides to offer, resell, pledge or otherwise transfer the Notes, such Notes may be offered, resold, pledged
or otherwise transferred only in accordance with the provisions of the Indenture and the legend on such Notes, including any requirement
for written certifications. In particular, the Transferee understands that the Notes may be transferred only to a person that is
either (a) both (1)(x) a "qualified purchaser" (as defined in the Investment Company Act, and the rules thereunder) or
(y) an entity owned (or in the case of Qualified Purchasers, beneficially owned) exclusively by one or more "qualified purchasers"
and (2)(x) a "qualified institutional buyer" that is not a broker-dealer which owns and invests on a discretionary basis
less than U.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to
in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A that
holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan, who is
purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder or (y) an "accredited
investor" (as defined in Rule 501(a) of Regulation D under the Securities Act) who is purchasing the Notes in a non-public
transaction or (b) a person that is not a "U.S. person" as defined in Regulation S under the Securities Act, and is acquiring
the Notes in an offshore transaction (as defined in Regulation S thereunder) in reliance on the exemption from registration provided
by Regulation S. The Transferee acknowledges that no representation has been made as to the availability of any exemption under
the Securities Act or any state securities laws for resale of the Notes. The Transferee understands that the Issuer has not been
registered under the Investment Company Act, and that the Issuer is exempt from registration as such by virtue of Section 3(c)(7)
of the Investment Company Act. The Transferee understands and acknowledges that the Issuer has the right, under the Indenture,
to compel any beneficial owner of an interest in the Notes that fails to comply with the foregoing requirements to sell its interest
in such Notes, or may sell such interest on behalf of such owner.


 


3.          The Transferee will
provide notice to each Person to whom it proposes to transfer any interest in the Notes of the transfer restrictions and representations
set forth in Section 2.5 (Registration, Registration of Transfer and Exchange) of the Indenture, including the Exhibits referenced
therein, Sections 2.11 and 2.12 of the Indenture, and the legends on the Notes.


 


4.          The Transferee represents,
warrants and agrees that (a) its acquisition, holding and disposition of the Notes or an interest therein will not result in a
non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
or the Internal Revenue Code of 1986, as amended (the "Code"), and (b) if it is a governmental, church, non-U.S.
or other plan which is subject to any state, local, other federal or non-U.S. law or regulation that is substantially similar to
the prohibited transaction provisions of ERISA or Section 4975 of the Code (any such law or regulation an "Other Plan Law"),
its acquisition, holding and disposition of such Notes or an interest therein will not constitute or result in a non-exempt violation
of any such Other Plan Law.


 


5.          The Transferee agrees
not to seek to commence, 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 prior to the date which is one year and one day (or if longer, any applicable preference period)  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.


 


6.          The Transferee is
______ (check if applicable) a "United States person" within the meaning of Section 7701(a)(30) of the Code, and a properly
completed and signed Internal Revenue Service Form W-9 (or applicable successor form) is attached hereto; or ______ (check if applicable)
not a "United States person" within the meaning of Section 7701(a)(30) of the Code, and a properly completed and signed
applicable Internal Revenue Service Form W-8 (or applicable successor form) is attached hereto with all required attachments. The
Transferee understands and acknowledges that failure to provide the Issuer or the Trustee with the applicable tax certifications
or the failure to meet its Noteholder Reporting Obligations may result in withholding or back-up withholding from payments to the
Transferee in respect of the Notes.


 




    	B4-3



    	 



    

 


7.          If the Transferee
is not a "United States person" (as defined in Section 7701(a)(30) of the Code), the Transferee hereby represents that
(i) either (A) it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade
or business (within the meaning of Section 881(c)(3)(A) of the Code), or (B) it is a person that is eligible for benefits under
an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable
to a permanent establishment in the United States, and (ii) it is not purchasing the Notes in order to reduce its U.S. federal
income tax liability pursuant to a tax avoidance plan and (iii) it is not subject to withholding under Sections 1471-1474 of the
Code.


 


8.          The Transferee hereby
agrees to provide the Issuer, Trustee and any Paying Agent (i) any information as is necessary (in the sole determination of the
Issuer, Trustee or any Paying Agent, as applicable) for the Issuer, Trustee and any Paying Agent to determine whether it (or any
Person through which it holds the Notes) is a specified United States person as defined in Section 1473(3) of the Code (a "specified
United States person"), a United States owned foreign entity as described in Section 1471(d)(3) of the Code (a "United
States owned foreign entity") or a foreign financial institution as defined in Section 1471(d)(4) of the Code and (ii)
any additional information that the Issuer or its agent requests in connection with Sections 1471-1474 of the Code (or any intergovernmental
agreement entered into in connection therewith). If the Transferee is a specified United States person or a United States owned
foreign entity, it also hereby agrees to (x) provide the Issuer and Trustee its name, address, U.S. taxpayer identification number,
if it is a United States owned foreign entity, the name, address and taxpayer identification number of each of its "substantial
United States owners" (as defined in Section 1473(2) of the Code) and any other information requested by the Issuer or its
agent upon request and (y) update any such information provided in clause (x) promptly upon learning that any such information
previously provided has become obsolete or incorrect or is otherwise required. The Transferee understands and acknowledges that
the Issuer may provide such information and any other information concerning its investment in the Notes to the U.S. Internal Revenue
Service or other tax authority. The Transferee understands and acknowledges that the Issuer has the right, under the Indenture,
to compel any beneficial owner of an interest in the Notes that fails to comply with the foregoing requirements to sell its interest
in such Notes, or may sell such interest on behalf of such owner.


 


9.          The Transferee hereby
represents and warrants that it is not an Affected Bank and it agrees and acknowledges that no transfer of a Note to an Affected
Bank will be effective and none of the Issuer, the Trustee or the Note Registrar will recognize any such transfer, unless such
transfer is specifically authorized by the Issuer in writing. An "Affected Bank" is 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
(within the meaning of Section 7701(a)(30) of the Code), (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) 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% and is not subject to withholding under Sections 1471-1474 of the
Code.


 




    	B4-4



    	 



    

 


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


 


11.        The Transferee
understands that the Issuer, the Sole Shareholder, the Liquidation Agent, the Collateral Manager, the Trustee, the Collateral Administrator
and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and the Transferee hereby
consents to such reliance.


 


12.        The Transferee
is aware that, except as otherwise provided in the Indenture, the Notes being sold to it, if any, in reliance on 144A will be represented
by a Rule 144A Global Note, and that beneficial interests therein may be held only through DTC.


 


13.        The Transferee is not a member of the public in the Cayman Islands.


 


	Name of Purchaser:	 
	Dated:	 
	 	 
	 	 
	By:	 
	Name:	 
	Title:	 


 


Aggregate Outstanding Amount of Notes: U.S.$_______


 


		cc:	BDCA Helvetica Funding, Ltd.



405 Park Avenue, Floor 3


New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


 




    	B4-5



    	 



    

 


EXHIBIT B5


 


FORM
OF TRANSFEREE CERTIFICATE OF REGULATION S GLOBAL NOTE


 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


Attention: Global Corporate Trust Services – BDCA Helvetica
Funding, Ltd.


 


		Re:	BDCA Helvetica Funding, Ltd. (the "Issuer") Class A Notes due 2025



 


Reference is hereby made
to the Indenture, dated as of April 7, 2015, between the Issuer and U.S. Bank National Association, as Trustee and, solely as expressly
specified therein, in its individual capacity (as amended from time to time, the "Indenture"). Capitalized terms
not defined in this Certificate shall have the meanings ascribed to them in the Indenture.


 


This letter relates to
___________ Aggregate Outstanding Amount of the Class A Notes (the "Notes"), which are to be transferred
to the undersigned transferee (the "Transferee") in the form of a Regulation S Global Note of such Class pursuant
to Section 2.5(e) of the Indenture.


 


In connection with such
transfer, and in respect of such Notes, the Transferee does hereby certify that the Notes are being transferred (i) in accordance
with the transfer restrictions set forth in the Indenture and (ii) pursuant to an exemption from registration under the United
States Securities Act of 1933, as amended (the "Securities Act") and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction.


 


In addition, the Transferee
hereby represents, warrants and covenants for the benefit of the Issuer and its counsel that it is a person that is not a "U.S.
person" as defined in Regulation S under the Securities Act (a "U.S. Person"), and is acquiring the Notes
in an offshore transaction (as defined in Regulation S) in reliance on, and in accordance with, the exemption from Securities Act
registration provided by Regulation S.


 


The Transferee further
represents, warrants and agrees as follows:


 


1.          In connection with
the purchase of the Notes: (A) none of the Issuer, the Sole Shareholder, the Liquidation Agent, the Collateral Manager, the Trustee,
the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser
for the Transferee; (B) the Transferee is not relying (for purposes of making any investment decision or otherwise) upon any advice,
counsel or representations (whether written or oral) of the Issuer, the Sole Shareholder, the Liquidation Agent, the Collateral
Manager, the Trustee, the Collateral Administrator or any of their respective Affiliates; (C) the Transferee has consulted with
its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary and
has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture)
based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by
the Issuer, the Sole Shareholder, the Liquidation Agent, the Collateral Manager, the Trustee, the Collateral Administrator or any
of their respective Affiliates; (D) the Transferee is not a U.S. Person and is acquiring such Notes in an offshore transaction
(as defined in Regulation S) in reliance on the exemption from registration provided by Regulation S; (E) the Transferee 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) the Transferee was not formed for the purpose of investing in such Notes; (G) the
Transferee understands that the Issuer may receive a list of participants holding interests in the Notes from one or more book-entry
depositories; (H) the Transferee will hold and transfer at least the minimum denomination of such Notes; (I) the Transferee is
a sophisticated investor and is purchasing the Notes with a full understanding of all of the terms, conditions and risks thereof,
and it is capable of assuming and willing to assume those risks; (J) the Transferee will provide notice of the relevant transfer
restrictions to subsequent transferees, including that such beneficial owner may be relying on the exemption from registration
under the Securities Act provided by Rule 144A thereunder; (K) none of the Transferee or any of its affiliates (as such term is
defined in Rule 501(b) of Regulation D under the Securities Act) or any other Person acting on any of their behalf has engaged
or will engage, in connection with such Notes, in any form of (i) general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act or (ii) directed selling efforts within the meaning of Rule 902(c) of Regulation S thereunder;
(L) the Transferee 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 the Indenture and any applicable U.S. federal and state securities laws and the
securities laws of any other jurisdiction in which such Notes have been offered; and (M) the Transferee is not acquiring any Note
as part of a plan to reduce, avoid or evade U.S. Federal Income Tax.


 




    	 



    	 



    

 


2.          The Transferee understands
that the 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 the Transferee decides to offer, resell, pledge or otherwise transfer the Notes, such Notes may be offered, resold, pledged
or otherwise transferred only in accordance with the provisions of the Indenture and the legend on such Notes, including any requirement
for written certifications. In particular, the Transferee understands that the Notes may be transferred only to a person that is
either (A) both (1)(x) a "qualified purchaser" (as defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and the rules thereunder) or (y) an entity owned (or in the case of Qualified Purchasers, beneficially
owned) exclusively by one or more "qualified purchasers" and (2)(x) a "qualified institutional buyer" that
is not a broker-dealer which owns and invests on a discretionary basis less than U.S. $25,000,000 in securities of issuers that
are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(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 (y) an "accredited investor"
(as defined in Rule 501(a) of Regulation D under the Securities Act) who is purchasing the Notes in a non-public transaction or
(B) a person that is not a U.S. Person, and is acquiring the Notes in an Offshore Transaction (as defined in Regulation S thereunder)
in reliance on the exemption from registration provided by Regulation S. The Transferee acknowledges that no representation has
been made as to the availability of any exemption under the Securities Act or any State securities laws for resale of the Notes.
The Transferee understands that the Issuer has not been registered under the Investment Company Act, and that the Issuer is exempt
from registration as such by virtue of Section 3(c)(7) of the Investment Company Act. The Transferee understands and acknowledges
that the Issuer has the right, under the Indenture, to compel any beneficial owner of an interest in the Notes that fails to comply
with the foregoing requirements to sell its interest in such Notes, or may sell such interest on behalf of such owner.


 




    	B5-2



    	 



    

 


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


 


4.          The Transferee will
provide notice to each Person to whom it proposes to transfer any interest in the Notes of the transfer restrictions and representations
set forth in Section 2.5 (Registration, Registration of Transfer and Exchange) of the Indenture, including the Exhibits referenced
therein, Sections 2.11 and 2.12 of the Indenture, and the legends on the Notes.


 


5.          The Transferee represents,
warrants and agrees that (a) its acquisition, holding and disposition of the Notes or an interest therein will not result in a
non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
or Internal Revenue Code of 1986, as amended (the "Code"), and (b) if it is a governmental, church, non-U.S. or
other plan which is subject to any state, local, other federal or non-U.S. law or regulation that is substantially similar to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (any such law or regulation an "Other Plan Law"),
its acquisition, holding and disposition of such Notes will not constitute or result in a non-exempt violation of any such Other
Plan Law. 


 


6.          The Transferee agrees
not to seek to commence, 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 prior to the date which is one year and one day (or if longer, any applicable preference period)  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.


 


7.          The Transferee is
______ (check if applicable) a "United States person" within the meaning of Section 7701(a)(30) of the Code, and a properly
completed and signed Internal Revenue Service Form W-9 (or applicable successor form) is attached hereto; or ______ (check if applicable)
not a "United States person" within the meaning of Section 7701(a)(30) of the Code, and a properly completed and signed
applicable Internal Revenue Service Form W-8 (or applicable successor form) is attached hereto with all required attachments. The
Transferee understands and acknowledges that failure to provide the Issuer or the Trustee with the applicable tax certifications
or the failure to meet its Noteholder Reporting Obligations may result in withholding or back-up withholding from payments to The
Transferee in respect of the Notes.


 


8.          If the Transferee
is not a "United States person" (as defined in Section 7701(a)(30) of the Code), the Transferee hereby represents that
(i) either (A) it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade
or business (within the meaning of Section 881(c)(3)(A) of the Code), or (B) it is a person that is eligible for benefits under
an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable
to a permanent establishment in the United States, and (ii) it is not purchasing the Notes in order to reduce its U.S. federal
income tax liability pursuant to a tax avoidance plan and (iii) it is not subject to withholding under Sections 1471-1474 of the
Code.


 




    	B5-3



    	 



    

 


9.          The Transferee hereby
agrees to provide the Issuer, Trustee and any Paying Agent (i) any information as is necessary (in the sole determination of the
Issuer, Trustee or any Paying Agent, as applicable) for the Issuer, Trustee and any Paying Agent to determine whether it (or any
Person through which it holds the Notes) is a specified United States person as defined in Section 1473(3) of the Code (a "specified
United States person"), a United States owned foreign entity as described in Section 1471(d)(3) of the Code (a "United
States owned foreign entity") or a foreign financial institution as defined in Section 1471(d)(4) of the Code and (ii)
any additional information that the Issuer or its agent requests in connection with Sections 1471-1474 of the Code (or any intergovernmental
agreement entered into in connection therewith). If the Transferee is a specified United States person or a United States owned
foreign entity, it also hereby agrees to (x) provide the Issuer and Trustee its name, address, U.S. taxpayer identification number,
if it is a United States owned foreign entity, the name, address and taxpayer identification number of each of its "substantial
United States owners" (as defined in Section 1473(2) of the Code) and any other information requested by the Issuer or its
agent upon request and (y) update any such information provided in clause (x) promptly upon learning that any such information
previously provided has become obsolete or incorrect or is otherwise required. The Transferee understands and acknowledges that
the Issuer may provide such information and any other information concerning its investment in the Notes to the U.S. Internal Revenue
Service or other tax authority. The Transferee understands and acknowledges that the Issuer has the right, under the Indenture,
to compel any beneficial owner of an interest in the Notes that fails to comply with the foregoing requirements to sell its interest
in such Notes, or may sell such interest on behalf of such owner.


 


10.        The Transferee
hereby represents and warrants that it is not an Affected Bank and it agrees and acknowledges that no transfer of a Note to an
Affected Bank will be effective and none of the Issuer, the Trustee or the Note Registrar will recognize any such transfer, unless
such transfer is specifically authorized by the Issuer in writing. An "Affected Bank" is 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 (within the meaning of Section 7701(a)(30) of the Code), (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) 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% and is not subject to withholding under Sections
1471-1474 of the Code.


 


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


 


12.        The Transferee
understands that the Issuer, the Sole Shareholder, the Liquidation Agent, the Collateral Manager, the Trustee, the Collateral Administrator
and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and the Transferee hereby
consents to such reliance.


 




    	B5-4



    	 



    

 


	Name of Purchaser:	 
	Dated:	 
	 	 
	 	 
	By:	 
	Name:	 
	Title:	 


 


Aggregate Outstanding Amount of Notes: U.S.$______


 


		cc:	BDCA Helvetica Funding, Ltd.



405 Park Avenue, Floor 3


New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


 




    	B5-5



    	 



    

 


EXHIBIT C


 


FORM OF BENEFICIAL OWNER CERTIFICATE


 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


Attention: Global Corporate Trust Services – BDCA Helvetica
Funding, Ltd.


 


BDCA Helvetica Funding, Ltd.


405 Park Avenue, Floor 3


New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


 


Ladies and Gentlemen:


 


The undersigned hereby certifies that it is
the beneficial owner of U.S.$__________ in principal amount of the Class A Notes [registered in the name of [INSERT NAME]]10,
and hereby requests the Trustee to grant it access, via its password protected website, to the following:


 


_____   Payment Date Report
specified in Section 10.5(a) of the Indenture


 


_____   Weekly Report specified
in Section 10.5(b) of the Indenture


 


_____   Daily Report specified
in Section 10.5(c) of the Indenture


 


In addition, the undersigned hereby requests
the Trustee to provide it at the address below the following:


 


_____   Notices of Default pursuant
to Section 6.2 of the Indenture


 


	Name:	 	 
	Address:	 	 
	 	 	 
	 	 	 


 


Submission of this certificate bearing the
beneficial owner’s electronic signature shall constitute effective delivery hereof. This certificate shall be construed in
accordance with, and this certificate and all matters arising out of or relating in any way whatsoever (whether in contract, tort
or otherwise) to this certificate shall be governed by, the law of the State of New York.


 





 



 


10
Insert if Note is a Certificated Note.


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the undersigned
has caused this certificate to be duly executed this ____ day of __________.


 


	[NAME OF CERTIFYING HOLDER]	 
	 	 
	By:	 	 
	 	Authorized Signature	 
	 	Name:	 
	 	Title:	 


 




    	C